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HK Annual Report 2020

Jul 26, 2021

51886_rns_2021-07-26_54b998a1-13bf-4be6-95fe-8e7284930302.pdf

Annual Report

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Stock Code: 1618

2020 Annual Report

This annual report is available at: http://MOPS.TWSE.COM.TW (Market Observation Post System) http://www.hold-key.com.tw (company website)

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

Published on May 25, 2021

I. Spokesperson of the Company: Acting spokesperson: Name: Yaping Chen Name: Tingyi Chou Title: Finance Officer Title: Accounting Officer TEL: (02)2395-6603 Email: [email protected]

II. Address and telephone number of head office and factory: Head office address: 3F., No. 36-9, Sec. 1, Fuxing S. Rd., Da’an Dist., Taipei City. TEL: (02)2395-6603 Guanyin no. 1 factory: No. 22, Jingjian 5th Rd., Guanyin Dist., Taoyuan City. Guanyin no. 2 factory: No. 32, Jingjian 5th Rd., Guanyin Dist., Taoyuan City. Guanyin no. 3 factory: No. 16, Jingjian 5th Rd., Guanyin Dist., Taoyuan City. Guanyin no. 5 factory: No. 18, Jingjian 5th Rd., Guanyin Dist., Taoyuan City. Guanyin no. 6 factory: No. 26, Jingjian 2nd Rd., Guanyin Dist., Taoyuan City. TEL: (03)483-8126

III. Stock Transfer Agency Name: Concord Securities Group, Stock Affairs Address: No. 176-B1, Sec. 1, Keelung Rd., Xinyi Dist., Taipei City. TEL: (02)8787-1888 Website: http://www.concords.com.tw/

IV. Attesting CPA of the annual financial statements for the most recent year Name: Zeli Gong and Wenyuan Zhuang CPA firm: Deloitte and Touche Address: 20F., No. 100, Songren Rd., Xinyi Dist., Taipei City. TEL: (02)2725-9988 Website: www.deloitte.com.tw

  • V. The name of any exchanges where the Company's securities are listed offshore, and the method by which to access information on said offshore securities: None.

  • VI. Company website: www.hold-key.com.tw

Table of Contents

Table of Contents Table of Contents
One. Letter to Shareholders ------------------------------------------------------------------------------------------------------------- 1
Two. Company Profile
I. Date of Incorporation -------------------------------------------------------------------------------------------------------- 3
II. Company History ------------------------------------------------------------------------------------------------------------ 3
Three. Corporate Governance Report
I. Organizational System ------------------------------------------------------------------------------------------------------ 4
II. Information on directors, supervisors, general managers, deputy general managers, senior managers, and
officers of all departments and branches --------------------------------------------------------------------------------- 6
III. Remuneration for directors, supervisors, general managers and deputy general managers for the most
recent year --------------------------------------------------------------------------------------------------------------------- 11
IV. The Company's implementation of corporate governance ------------------------------------------------------------ 15
V. Information on CPA professional fee ------------------------------------------------------------------------------------- 37
VI. Information on the replace of CPA --------------------------------------------------------------------------------------- 37
VII. If the Company's chairperson, general manager, or any managerial officer in charge of finance or
accounting affairs has in the most recent year held a position at the counting firm of its attesting CPA or
an affiliate of the accounting firm, the name and position of the person, and the period during which the
position was held, should be disclosed. ---------------------------------------------------------------------------------- 37
VIII. Any equity transfer or change in equity pledge by a director, supervisor, managerial officer, or shareholder
with 10% stake or more during the most recent year or during the current year up to the date of publication
of the annual report. --------------------------------------------------------------------------------------------------------- 38
IX. Information on the relationship among the top 10 shareholders if anyone is a related party, a spouse or a
relative within second degree of kinship of another ------------------------------------------------------------------- 39
X. The total number of shares and the consolidated equity stake percentage held in any single reinvested
enterprise by the Company, its directors, supervisors, managerial officers, or any companies controlled
either directly or indirectly by the Company ---------------------------------------------------------------------------- 39
Four. Capital Raising
I. Capital and shares ------------------------------------------------------------------------------------------------------------ 40
II. Issuance of corporate bonds ------------------------------------------------------------------------------------------------ 44
III. Preferred shares -------------------------------------------------------------------------------------------------------------- 44
IV. Issuance of global depository receipts ------------------------------------------------------------------------------------ 44
V. Status of employee stock option plan ------------------------------------------------------------------------------------- 44
VI. Status of employee restricted stock --------------------------------------------------------------------------------------- 44
VII. Issuance of new shares in connection with mergers or acquisitions of shares of other companies------------- 44
VIII. Financing planning and implementation --------------------------------------------------------------------------------- 44
Five. Operation Overview
I. Business Activities ----------------------------------------------------------------------------------------------------------- 45
II. Market and production and sales overview ------------------------------------------------------------------------------ 47
III. The number of employees for the most recent 2 years, and the current year up to the date of publication of
the annual report, their average years of service, average age, and education distribution. --------------------- 51
IV. Environmental Protection Expenditure ----------------------------------------------------------------------------------- 51
V. Labor Relation ---------------------------------------------------------------------------------------------------------------- 51
VI. Important Contracts ---------------------------------------------------------------------------------------------------------- 52
Six. Finance Overview
I. Condensed balance sheets and comprehensive income statements for the most recent 5 years, showing the
name of CPA and the audit opinion given. ------------------------------------------------------------------------------ 53
II. Financial analysis for the most recent 5 years--------------------------------------------------------------------------- 58
III. Audit Committee’s review report of the financial statements for the most recent year -------------------------- 61
IV. Financial statements for the most recent year, including CPA’s audit report, 2-year comparative balance
sheet, comprehensive income statement, statement of changes in equity, cash flow statement, and related
notes or appendices. --------------------------------------------------------------------------------------------------------- 62
V. The stand-alone financial statements of the Company for the most recent year, audited and attested by
CPA, but not including the details of import accounting items. ----------------------------------------------------- 62
VI. If the Company or its affiliates have experienced financial difficulties in the most recent year or during the
current year up to the date of publication of the annual report, their effects on the Company’s financial
status should be described ------------------------------------------------------------------------------------------------ 62
Seven. Review and analysis of financial status and financial performance and risk
I. Financial Status--------------------------------------------------------------------------------------------------------------- 63
II. Financial Performance ------------------------------------------------------------------------------------------------------ 64
III. Cash Flow --------------------------------------------------------------------------------------------------------------------- 65
IV. Effect of major capital expenditures on finance and business matters in the most recent year. ---------------- 65
V. Reinvestment policy for the most recent year, the main reasons for profit or loss, improvement plan and
investment plan for the coming year. ------------------------------------------------------------------------------------- 65
VI. Risk ----------------------------------------------------------------------------------------------------------------------------- 65
VII. Other Important Matters ---------------------------------------------------------------------------------------------------- 67
Eight. Special Matters
I. Information on the Company's affiliates --------------------------------------------------------------------------------- 68
II. Private placement of securities during the most recent year or during the current year up to the date of
publication of the annual report, ------------------------------------------------------------------------------------------- 74
III. Holding or disposal of shares in the Company by the Company's subsidiaries during the most recent year
or during the current year up to the date of publication of the annual report, ------------------------------------- 74
IV. Other matters that require additional explanation ---------------------------------------------------------------------- 74
Nine. Any of the situations listed in Article 36, Paragraph 3, Subparagraph 2 of the Securities and Exchange Act,
which might materially affect shareholder equity or the price of the Company's securities, which has occurred
during the most recent year or during the current year up to the date of publication of the annual report. --------- 74

One. Letter to Shareholders

  • I. 2020 Operation Overview

  • (I) Implementation results of business plan

Looking back to 2020, the global economy faced the biggest test since the financial crisis in 2009. The U.S.-China trade conflict, which flared up in 2019, was finally eased in early 2020 with the signing of the first phase of the agreement, but the political and economic situation, which had been expected to be stabilized, was hit again by the COVID-19 epidemic. However, due to the effective integration of internal resources, the Company has been able to improve the efficiency of its cable manufacturing process and achieve significant growth in gross margin, and at the maintain a stable customer base, develop public construction works and high value-added product markets and strengthen product quality and market differentiation, thus delivering stable profit growth for the second consecutive year.

The Company's consolidated revenue for 2020 was NT$2,822,947 thousand, gross profit was NT$340,905 thousand, gross profit margin reached 12%, operating profit was NT$240,642 thousand, and net profit after tax was NT$294,163 thousand.

The Company’s invested enterprise, Muchon Organic Farm Co., Ltd., also actively adjusted its production and sales model to meet market demand and stabilize its operating results.

Looking ahead, the Company will take a more rigorous and proactive approach and, on the basis of the existing foundation, continue to expand the market for cable-related products in the forward-looking plan, meet the demand for grid-connected cables in related industries under the government's non-nuclear home energy policy, and invest in the development of new products such as super heat-resistant aluminum-clad steel core aluminum wire and heat-resistant composite core aluminum wire, obtain product certifications from various countries, develop overseas markets, enhance product competitiveness, strengthen management, and reduce costs and operational risks.

Based on the concept of sustainable management and fulfilling corporate social responsibility, the company will move into the international arena as a professional wire and cable manufacturer with a stable operation, and expects to create new achievements in the future to reward the efforts of employees and the support of shareholders.

(II) Financial receipts and expenditures and budget implementation

  1. Financial Receipts and Expenditures
Unit: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$
Item 2020
(IFRS)-stand-alone

2019
(IFRS)-stand-alone

Increase or
decrease %
2020
(IFRS)-consolidated

2019
(IFRS)-consolidated

Increase or
decrease %
Operating revenues 2,818,659 2,752,856
2.39%
2,822,947 2,757,736
2.36%
Operatingcosts 2,474,138 2,581,613 (4.16%) 2,482,042 2,589,935 (4.17%)
Operating gross
profits
344,521 171,243 101.19% 340,905 167,801
103.16%
Operatingexpenses 99,233 107,592 (7.77%) 100,263 108,721 (7.78%)
Operating profits 245,288 63,651
285.36%
240,642 59,080
307.32%
Non-operating
income and
expense
48,875 17,766
175.10%
53,521 22,337
139.61%
Net profits before
tax
294,163 81,417
261.30%
294,163 81,417
261.30%

2. Budget Implementation Status

The 2020 financial forecast was not made public, so there is no question of whether the budget was achieved or not.

(III) Profitability analysis

(III) Profitabilityanalysis
Analysis Ratio(%)- stand-alone Ratio(%)- consolidated
Return on assets (%) 5.02% 5.01%
Return on equity (%) 5.55% 5.55%
Profits before tax to paid-in capital (%) 12.21% 12.21%
Net profit margin (%) 8.58% 8.57%
Earnings per share (NT$) 1.00 1.00
  • 1 -

  • (IV) Research and Development

The Company’s R&D is committed to the development of new products in domestic and foreign markets, and the improvement of production technology and equipment and at present, has completed the development of 69KV, 161KV and 345KV ultra-high voltage power cables, Aluminum (lead) covered ultra-high voltage power cables below 400KV, ultra-high voltage optical fiber composite power cables, 15KV and 25KV cable accessories, cross-linked PE termite-proof cables, bare aluminum wire, heat-resistant steel core aluminum wire, heat-resistant composite core aluminum wire, Japanese snow-proof high-voltage overhead aluminum wire and steel core aluminum wire, rubber cable, heat-resistant cable, low-smoke, non-toxic and fire-resistant cable, communication cables below 3200 pairs, various types of optical fiber cables, Cat.6, Cat.7 network cables, CMP network cables, and USB3.1 TYPE C electronic cables. These professional and diversified products put HOLD-KEY in a pivotal position in the industry. In the future, in the spirit of R&D and innovation, the Company will continue to develop and produce more high value-added and high-quality products.

  • II. Business plan outline for the current year

  • (I) Operation Strategy

    • (1) Continue to develop new products and upgrade product levels, launch high value-added and market-competitive products, achieve product and customer diversification, and expand sales markets.

    • (2) Enhance internal management so that all employees have a full understanding of the Company's future direction and operational objectives, and establish the concept of cost effectiveness for all employees so as to create maximum benefits with minimum costs in order to maintain the Company's competitiveness.

  • (II) Sales volume forecast and the basis

Regarding the Company’s 2021 business target, after careful evaluation based on past sales performance and order loading this year, sales quantity of wires and cables is expected to be 45,000 kilometers.

  • (III) Important production and sales policies

In order to pursue growth, the Company offers a wide range of diversified products such as high-voltage power cables, bare aluminum wires, rubber cables, communication cables below 3200 pairs, Internet cables, optical fiber cables, heat-resistant cables, and low-smoke, non-toxic and fire-resistant cables this year; in terms of sales, actively expands sales channels and further cultivates existing sales market, and with a more complete product portfolio and sufficient supply capacity, effectively competes for customers, and enhances risk control. It is expected that with the multi-faceted approach, the Company will be able to more accurately comprehend market trends and create operational success.

III. The Company’s development strategy for the future

The Company continues to compete for public engineering tenders and develop niche products and also, in conjunction with the government's non-nuclear homeland policy, explores the demand for grid-connected cables for green energy-related industries and provides diversified and complete cable products for the export market so as to stabilize the Company's profitability.

IV. Effect of external competition, legal environment, and overall business environment.

Looking ahead to 2021, as the U.S.-China trade conflict remains and the COVID-19 epidemic continues to impact, although the introduction of the vaccine is expected to mitigate with positive impact on the economy, the lack of containers for global shipping has led to longer delivery times, and the scramble for materials, price increases and shortages of raw materials continue, and the price of copper sheet, the largest raw material for our cable factories, has been rising since the third quarter of 2020, affecting the supply chain’s supply situation and testing the decisiveness of business decisions and the high sensitivity of market demand,the Company will continue to improve quality management, offer a more complete product portfolio, obtain product certifications from various areas, enhance the control of operating costs and reduce risks, and actively develop high value-added products at a high speed to move into the international arena as a solid and professional cable manufacturer. and is looking forward to making new achievements in the future to reward our shareholders.

We would like to express our most profound gratitude to the shareholders, Please continue to give us your support and advice.

We wish you all

success and good health.

Chairperson: Biqi Yang General manager: Xinzheng Li

Accounting officer: Tingyi Chou

  • 2 -

Two. Company Profile

  • I. Date of Incorporation: March 1st, 1989

  • II. Company History

The largest juristic-person shareholders when the Company was founded was YOUNG FAST OPTOELECTRONICS CO., LTD (now renamed SOL YOUNG ENTERPRISES CO., LTD.), and the largest shareholders of SOL YOUNG is a group of like-minded classmates and friends including Kaiti Yang, Yisen Lai, Jinyu Zhou, Suyuan Yu, Wenhao Lin, Yangheng Chen, etc. YOUNG FAST started as a trade company, and its products are mainly groceries, electrical products, wires and cables, etc. After four years of hard work, it has established a stable foreign market. In addition to having its own electrical product production and assembly factory, in 1989, technical personnel from the wire and cable industry were recruited to establish HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD., with Mr. Kaiti Yang as the chairperson. The Company is a professional wire and cable manufacturer that provides indispensable transmission conductors for electricity, communications and various electrical appliances. It belongs to a strategic industry approved by the government and is capital and technology-intensive. Since the establishment of the first factory, the Company has been recruiting and training professional talents, which is the Company’s foundation for the stable development, and the Company's consistent objective and business philosophy is to be prudent, thorough, and efficient.

efficient.
1989 The Companywas incorporated with a registered capital of NT$20 million at the initial stage.
1994 Purchased machineryand equipment,expandedplants andpurchased the Taipei office.
1995 In order to add equipment to meet the needs of business development, the Company increased its
capital by NT$53 million in cash. After the capital increase, the capital reached NT$ 251 million,
and the public offering of shares of the Company was approved by the Securities and Futures
Bureau,Ministryof Finance.
1996 In August, passed the accreditation registration of ISO-9002 international standard quality
assurance bythe Bureau of Standards,Metrologyand Inspection,Ministryof Economic Affairs.
1997 Completed the installation of high-voltage cable production equipment, and obtained the
certification license for 15KV and 25KV high-voltage cables from Taiwan Power Company.
1998 On June 23,87,the Company's stocks were officiallylisted on the Taipei Exchange.
1999 Began production of communication cables and bare aluminum wires, etc. in Guanyin no. 2 and
no. 3 factories.
2000 On September 1, 2000, the Company's stocks were officially listed on the Taiwan Stock Exchange.
Issued the Company’s first domestic unsecured convertible bonds for NT$300 million
2002 Obtained the certification license for 69KV and 161KV high-voltage cables from Taiwan Power
Company and passed the accreditation registration of ISO-9001 international standard quality
assurance bythe Bureau of Standards,Metrologyand Inspection,Ministryof Economic Affairs.
2003 Issued the Company’s first overseas unsecured convertible bonds for USD 7.5 million.
2004 Increased capital to NT$1,910,383 thousand by transferring earnings of $79,457 thousand and
capital surplus of $79,457 thousand, for a total of NT$158,914 thousand, and converting domestic
convertible bonds and overseas convertible bonds to common stock of NT$300,930 thousand..
2005 Increased capital to NT$2,082,318 thousand bytransferringearnings of$171,935 thousand.
2006 Increased capital to NT$2,292,639 thousand by transferring earnings of $66,776 thousand and
convertingoverseas convertible bonds to common stock of NT$143,545 thousand..
2007 The localization certification of 345KV XLPE cable inprogress.
2008 Continued the localization certification of 345KV XLPE cable localization certification.
2009 In August, obtained the certification license for 345KV XLPE cables from Taiwan Power
Company; in November, completed transfer of earnings to capital and increased capital to
NT$2,338,492 thousand; in December, obtained the approval letter issued by the Industrial
Development Bureau,Ministryof Economic Affairs,for the five-year tax-free investmentplan.
2010 Obtained the certification license for 132KV, 245KV ultra-high voltage cables from KEMA
International Institution.
2011 In September, completed transfer of earnings of NT$70,155 thousand to capital and increased
capital to NT$2,408,647 thousand; in December, obtained the certification of completion issued by
the Industrial Development Bureau, Ministry of Economic Affairs, for the five-year tax-free
investmentplan.
2012 Successfully manufactured and delivered 345KV XLPE cables and the revenues hit a new high
since 2007.
2013 Distinguished as an excellent project by Taiwan Power Company for "GaogangWuji
Kaohsiung345KV Underground Cable Line Project".
2014 In July, invested in Muchon Organic Farm Co., Ltd. and completed the UL certification of CMP
FTP network.
2017 Obtained DQSqualitymanagement system certificate.
2019 Obtained ISO14001:2015 and ISO45001:2018 certificates.
  • 3 -

Three. Corporate Governance Report

  • I. Organizational System

  • (I) Organizational Structure

==> picture [157 x 176] intentionally omitted <==

----- Start of picture text -----

Shareholder meeting
Audit Committee
Board of Directors Remuneration committee
Audit office
Chairperson
General manager � s
office Safety and health office
----- End of picture text -----

==> picture [498 x 356] intentionally omitted <==

----- Start of picture text -----

Corporate administration division Production technology Manufacturing division New venture division Business division Business administration
Accounting Communication Reinvestment Electricity
General administration Aluminum cable New business development Communication
Finance Power manufacturing Project management
Factory administration
Quality assurance
Research and
development
Traffic control
Mechanics and electricity
----- End of picture text -----

  • 4 -

(II) Businesses of Major Departments

Department Major Responsibilities
Audit office -
Establishment of audit system and implementation
-
Audit of the Company's business, financial and operational situation
-
Analysis of abnormalities, recommendations for and tracking of
improvements
Corporate
administration division
-
The Company's capital scheduling, financial planning, and risk
management
-
Planning and management of other finance-related operations
-
The Company's accounting processes
-
Budget consolidation and preparation and analysis of various
management reports
-
Planning and management of information system related operations
-
Planning and management of human resource and administration
related operations
-
Investment execution and management
-
Management of stock affairs
-
Management of legal affairs
Business division -
Marketing and business development of the Company’s products
-
Execution of sales-related operations
-
Customer development and credit investigation
-
Tendering business for public authorities
-
Foreign markets development
-
Foreign customer development and credit investigation
-
Raw materials import related operations
-
Import and export customs declaration related operations
New venture division -
Development of new business opportunities
-
Reinvested enterprise operations and management
Manufacturing division -
Production planning and manufacturing of wires and cables
-
Planning and management of raw material procurement related
operations
-
Product trial production and process improvement
-
Product manufacturing quality management
-
Establishment and management of product and production equipment
operating standards
-
Development, validation and testing of new materials
-
Development of design of new product development; establishment
and management of new technical standard
-
Management and maintenance of production equipment and related
facilities
Safety and health office -
Planning and implementation guidance of occupational disaster
prevention plan
-
Supervision and planning of labor safety and health management
-
Air pollution, water pollution and toxic substance management
-
Perimeter air pollution detection and preparation of emergency
response plan
-
Other matters of airpollution and toxic chemical management
  • 5 -

II. Information on directors, supervisors, general managers, deputy general managers, senior managers, and officers of various departments and branches

  • (I) Information on Directors and Supervisors
1. Information on 1. Information on Directors Directors Directors April 30,2021 April 30,2021 April 30,2021 April 30,2021
Title Nationality
Name
Gender
Date
elected
Term
of
office
Date first
elected
Shareholding when Elected Shareholding Now Shareholding of spouse and
minor children now
Shareholding in the
name of others
Major educations and
experiences
Concurrent
positions in the
Company
and
other
companies
now


Spouse or relatives wit
of kinship who are off
supervisors of th
hin second degree
icers, directors or
e Company
Note
(2)
Number of
shares
Shareholding
%
Number of
shares
Shareholding
%
Number of
shares
Shareholding
%
Number
of shares
Shareholding
%

Title
Name Relation
Chairperson Taiwan SOL YOUNG
ENTERPRISES
CO., LTD.
Female 2019.06.24 3
years
1995.06.11 73,817,655 32.20% 77,556,914 32.20% 0 0.00% 0 0.00% Department of International
Trade, Changhua Senior
High School of Commerce
Chairperson, Dahelong
Electromechanical Co., Ltd.
Note 1 Director Kaiti
Yang
Relatives within
second degree of
kinship
None
Representative:
Biqi Yang
2007.06.15 10,300 0.00% 10,821 0.00% 30,427 0.01% 0 0.00%
Director Taiwan Kaiti Yang Male 2019.06.24 3
years
1989.03.01 1,588,999 0.69% 1,969,401 0.82% 2,609,196 1.08% 0 0.00% Department of Chemical
Engineering, Chung Yuan
Christian University
Chairperson, HOLD-KEY
ELECTRIC WIRE &
CABLE CO. LTD.
General Manager,
HOLD-KEY ELECTRIC
WIRE & CABLE CO., LTD.
Chairperson, SOL YOUNG
ENTERPRISES CO.,LTD.


Note 1
Chairperson Biqi
Yang
Relatives within
second degree of
kinship
None
Director Taiwan Yisen Lai Male 2019.06.24 3
years
1989.03.01 1,904,305 0.83% 2,000,662 0.83% 0 0.00% 0 0.00% Department of Chemical
Engineering, Chung Yuan
Christian University
General Manager, SOL
YOUNG ENTERPRISES
CO., LTD.
Note 1 None None None None
Director Taiwan Suyuan Yu Female 2019.06.24 3
years
1995.06.11 725,062 0.32% 761,749 0.32% 78,551 0.03% 0 0.00% General Business
Department, Taipei
Municipal Shilin High
School of Commerce
Deputy General Manager,
HOLD-KEY ELECTRIC
WIRE & CABLE CO.,
LTD.,
Note 1 None None None None
Director Taiwan Xinzheng Li Male 2019.06.24 3
years
2007.06.15 1,266 0.00% 1,329 0.00% 642 0.00% 0 0.00% Department of Electrical
Engineering, Chien Hsin
University of Science and
Technology
General Manager, Dahelong
Electromechanical Co., Ltd.
Plant Manager,
HOLD-KEY ELECTRIC
WIRE & CABLE CO.,
LTD.

Note 1
None None None None
Director Taiwan BOND-GALV
INDUSTRIAL
CO., LTD.
Male 2019.06.24 3
years
2019.06.24 2,912,498 1.21% 2,912,498 1.21% 0 0.00% 0 0.00% Department of Biology,
National Taiwan Normal
University
BOND-GALV
INDUSTRIAL CO., LTD.,
Chairperson
Note 1 None None None None
Representative:
Yuanhong Huang
324,163 0.13% 324,163 0.13% 747,638 0.31% 0 0.00%
  • 6 -
Title Nationality
Name
Gender
Date
elected
Term
of
office
Date first
elected
Shareholding when Elected Shareholding when Elected Shareholding Now Shareholding Now Shareholding of spouse and
minor children now
Shareholding of spouse and
minor children now
Shareholding in the
name of others
Shareholding in the
name of others
Major educations and
experiences
Concurrent
positions in the
Company
and
other
companies
now


Spouse or relatives wit
of kinship who are off
supervisors of th


Spouse or relatives wit
of kinship who are off
supervisors of th
hin second degree
icers, directors or
e Company
Note
(2)
Number of
shares
Shareholding
%
Number of
shares
Shareholding
%
Number of
shares
Shareholding
%
Number
of shares
Shareholding
%

Title
Name Relation
Independent
directors
Taiwan Rongsui Weng Male 2019.06.24 3
years
2016.06.27 0 0.00% 0 0.00% 0 0.00% 0 0.00% Department of Economics,
College of Social Sciences,
National Taiwan University
EMBA, College of
Management, National
Taiwan University
Deloitte and Touche
CPA and director
concurrently
Note 1 None None None None
Independent
directors
Taiwan Wencheng Shen Male 2019.06.24 3
years
2016.06.27 0 0.00% 0 0.00% 0 0.00% 0 0.00% Department of Finance,
National Taiwan University
Department of Capital
Markets, Taiwan Securities
Co., Ltd.
Deputy general manager
General Manager, Taishin
Investment Trust
Note 1 None None None None
Independent
directors
Taiwan Shizhen Chen Male 2019.06.24 3
years
2019.06.24 0 0.00% 0 0.00% 0 0.00% 0 0.00% Graduate School of Law,
Soochow University
Lawyer, Lee and Li,
Attorneys-at-Law
Arbitrator, Chinese
Arbitration Association,
Taipei
Taipei Branch, Legal Aid
Foundation
Member, Screening
Committee
Note 1 None None None None
Note 1:
Name Concurrentpositions in the Companyand other companies now
Biqi Yang Chairperon,HOLDKEY(BELIZE)INVESTMENTS LIMITED.
Kaiti Yang Supervisor,YushengAsset Development Co.,Ltd.
Yisen Lai Director,SOL YOUNG ENTERPRISES CO.,LTD.,Director,Fenggen Development Co.,Ltd.,Director,Zhangmiao Development Co.,Ltd.,Director,BOND-GALV INDUSTRIAL CO., LTD.
Suyuan Yu Chairperson,Huan Yi Development Co.,Ltd.
Xinzheng Li General Manager of the Company, Director and General Manager, Taiwan SRU Co., Ltd., Director and General Manager of Mechanics and Electricity Business Group, SOL YOUNG ENTERPRISES CO.,
LTD.,Chairperson,Muchon Farm Co.,Ltd.
YuanhongHuang Chairperson,BOND-GALV INDUSTRIAL CO.,LTD.,
Rongsui Weng Chairperson, OFUNA DEVELOP TECHNOLOGY CO., LTD., Director, OFUNA PROPERTY MANAGEMENT CO., LTD., Director, OFUNA ENTERPRISE CO., LTD.,Chairperson, OFUNA
TECHNOLOGY CO., LTD., Chairperson, Shaorui Development Co., Ltd., Remuneration Committee and Audit Committee, HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.
Independent Director, Audit Committee, and Remuneration Committee, Taiwan Name Plate Co., Ltd.
Independent Director,Audit Committee,and Remuneration Committee,HSIN KUANG STEEL CO.,LTD.
WenchengShen Audit Committee and Remuneration Committee,HOLD-KEY ELECTRIC WIRE & CABLE CO.,LTD.
Shizhen Chen Supervisor, ONATION CORPORATION, Lawyer, THRONE, Attorneys-at-Law, Legal Counsel, Chang Gung Medical Foundation industry-academia Cooperation Center,
Campus Consumer Protection Committee,Remuneration Committee and Audit Committee,HOLD-KEY ELECTRIC WIRE & CABLE CO.,LTD.,

Note 2: If the chairperson and the general managers or equivalents (the top managerial officers) of the Company are the same person, each other’s spouse or relative within first degree of kinship, the reason, rationality, necessity, corresponding measures (such as increasing the number of independent directors and having a majority of directors who are not concurrently serving as employees or managerial officers, etc.) and related information should be described: No such situation.

  • 7 -

2. Major Juristic-Person Shareholders

Name of juristic-person
shareholder
Major juristic-person shareholders
SOL YOUNG
ENTERPRISES CO.,
LTD.
Zhangmiao Development Co., Ltd. (16.14%), Yusheng Asset Development Co., Ltd. (7.92%), BOND-GALV INDUSTRIAL CO., LTD. (7.24%), Shuli
Xu (6.19%), HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD. (5.60%), Huan Yi Development Co., Ltd. (4.45%), Jianhe Zeng (2.76%), YOUNG
SSUH WONG INTTERNATIONAL DEVELOPER CO.,LTD.(2.53%),Fenggen Development Co.,Ltd.(2.05%),YanghengChen(1.85%)
BOND-GALV
INDUSTRIAL CO.,
LTD.
SOL YOUNG ENTERPRISES CO., LTD. (34.51%), HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD. (11.46%), Zhangmiao Development Co.,
Ltd. (11.07%), Yusheng Asset Development Co., Ltd. (4.58%), Jianhe Zeng (3.46%), Huan Yi Development Co., Ltd. (3.06%), AUTOTECH
AUTOPARTS ENT. CO.,LTD.(2.62%),MingzongWang (2.28%),Xihao Lin(1.88%),Liangxu Lai(1.86%).

3. Where the major shareholders of a juristic-person shareholder are juristic persons, the major shareholders

The name of the juristic-person
shareholder
The major shareholders of the juristic-person shareholder
Zhangmiao Development Co.,
Ltd.
Shufen Xu (94.24%), Weizhi Lai (2.00%), Yanan Lai (1.38%), Yanxin Lai (1.38%), Liangxu Lai (0.50%), Yisen Lai (0.50%)
Yusheng Asset Development
Co.,Ltd.
Shuli Xu (63.60%), Zhijie Yang (14.00%), Yecheng Yang (13.98%), Kaiti Yang (8.38%), Shujuan Xu (0.02%), Shumei Xu (0.02%)
HOLD-KEY ELECTRIC WIRE
& CABLE CO., LTD.
SOL YOUNG ENTERPRISES CO., LTD. (32.20%), Zhangmiao Development Co., Ltd. (4.47%), YOUNG FAST OPTOELECTRONICS CO.,
LTD. (3.15%), Fenggen Development Co., Ltd. (2.17%), Zhijie Yang (1.75%), Yecheng Yang (1.69%), Huan Yi Development Co., Ltd.
(1.34%),BOND-GALV INDUSTRIAL CO.,LTD.(1.21%),Shuli Xu(1.08%),Bili Lian(1.00%)
Huan Yi Development Co.,Ltd. Suyuan Yu(60.91%),Peizhu Huang (34.05%),XueqingHuang (5.00%),Sulian Yu(0.02%),Zhongyu Xu(0.02%)
YOUNG SSUH WONG
INTTERNATIONAL
DEVELOPER CO.,LTD.
Zhenxiu Yang (47.50%), Xiangyun Yang (28.75%), Ziying Yang (23.75%)
Fenggen Development Co.,Ltd. Shufen Xu(93.19%),Yan’an Lai(3.06%),Yanxin Lai(3.06%),Weizhi Lai(0.33%),Yisen Lai(0.33%),Liangxu Lai(0.03%)
AUTOTECH AUTOPARTS
ENT. CO.,LTD.
Qiongren Chen (31.78%), Ji-Yang Investment Co., Ltd. (31.78%)(Note), Jintao Hong (26.80%), Supei Cai (4.92%), Xiaolin Cai (4.72%)

Note: As of the date of publication of the annual report, its major shareholder roster was not available.

  • 8 -

4. Information on directors’ independence

Criteria
Name
With more than five years of work experience
and the following professional qualifications
With more than five years of work experience
and the following professional qualifications
With more than five years of work experience
and the following professional qualifications
Meet the independence criteria (note) Meet the independence criteria (note) Meet the independence criteria (note) Meet the independence criteria (note) Meet the independence criteria (note) Meet the independence criteria (note) Meet the independence criteria (note) Meet the independence criteria (note) Meet the independence criteria (note) Meet the independence criteria (note) Meet the independence criteria (note) Meet the independence criteria (note) Concurrently employed by other
public company
Number of Independent directors
Lecturers or above
in public and
private colleges
and universities in
business, legal,
financial,
accounting or
related areas
required for the
Company’s
business
Judges, prosecutors,
lawyers, accountants
or other professional
and technical
personnel who have
passed the national
examinations and
received certificates
required for the
Company’s business
Work
experiences in
business, legal,
financial,
accounting or
related areas
required for
the Company’s
business


1
2 3 4 5 6 7 8 9 10 11 12
Chairperson: Biqi Yang
(SOL YOUNG ENTERPRISES CO.,
LTD.
Juristic-person representative)
- - V - - V - - V V - V - V - 0
Director: Kaiti Yang - - V - V - - V V V V V - V V 0
Drector: Yisen Lai - - V - - V - - V V - V V V V 0
Director: Suyuan Yu - - V - V V V V V V V V V V V 0
Director: XinzhengLi - - V - - V - V V V - V V V V 0
Director:BOND-GALV INDUSTRIAL
CO., LTD.
(Representative: YuanhongHuang)
- - V - - V - - V V V V V V - 0
Independent director: Rongsui Weng - V V V V V V V V V V V V V V 2
Independent director: WenchengShen - - V V V V V V V V V V V V V 0
Independent director: Shizhen Chen - V V V V V V V V V V V V V V 0

Note: For each director or supervisor who has met the following criteria for the two years prior to their elections and during their tenure, please mark "V" in the space below each criterion code.

  • (1) Not an employee of the Company or its affiliates.

  • (2) Not a director or supervisor of the Company or its affiliates. (However, this restriction does not apply to independent directors elected in accordance with the Securities and Exchange Act or the laws and regulations of the local country, who concurrently serve as such at the Company and its parent or subsidiary or a subsidiary of the same parent.)

  • (3) Not a natural-person shareholder holding more than 1% of the total number of issued shares or among the top 10 natural-person shareholders in the name of itself, its spouse, minor children or others.

  • (4) Not a managerial officer under (1) or a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship under (2), (3).

  • (5) Not a director, supervisor, or employee of a juristic-person shareholder directly holding 5% or more of the total number of issued shares of the Company, or among the top 5 in shareholdings, or designating its representative to serve as a director or supervisor of the Company under Article 27, Paragraph 1 or 2 of the Company Act. (However, this restriction does not apply to independent directors elected in accordance with the Securities and Exchange Act or the laws and regulations of the local country, who concurrently serve as such at the Company and its parent or subsidiary or a subsidiary of the same parent.)

  • (6) Not a director, supervisor, or employee of other company. If a majority of the Company's director seats or shares with voting rights and those of that other company are controlled by the same person: (However, this restriction does not apply to independent directors elected in accordance with the Securities and Exchange Act or the laws and regulations of the local country, who concurrently serve as such at the Company and its parent or subsidiary or a subsidiary of the same parent.)

  • (7) Not a director, supervisor, or employee of the other company or institution who is or whose spouse is the chairperson, general manager or equivalent positions of the Company. (However, this restriction does not apply to independent directors elected in accordance with the Securities and Exchange Act or the laws and regulations of the local country, who concurrently serve as such at the Company and its parent or subsidiary or a subsidiary of the same parent.)

  • (8) Not a director, supervisor, managerial officer, or shareholder holding 5% or more of the shares of a specific company or institution that has a financial or business relationship with the Company. (However, this restriction does not apply to independent directors elected in accordance with the Securities and Exchange Act or the laws and regulations of the local country, who concurrently serve as such at the Company and its parent or subsidiary or a subsidiary of the same parent and when the specific company or institution holds more than 20% of the Company’s total issued shares but not more than 50%.)

  • (9) Not a professional, sole proprietor, partner, owner of a company or institution, director, supervisor, managerial officer or its spouse that provides the Company or affiliates with audit services or commercial, legal, financial, accounting or related services with cumulative amount of remuneration in the last two years exceeding NT$500,000. However, this restriction does not apply to a member of the Remuneration Committee, public tender offer review committee, or special committee for merger and acquisition, who exercises powers of office pursuant to the Securities and Exchange Act, the Business Mergers and Acquisitions Act ,or relevant laws or regulations.

  • (10) Not a person who has a spouse or relatives of second degree of kinship in other directors.

  • (11) Not a person with any of the circumstances under Article 30 of the Company Act.

  • (12) Not a person elected in the capacity of the government, a juristic person, or a representative as provided in Article 27 of the Company Act.

  • 9 -

(II) Information on general managers, deputy general managers, senior managers, and officers of various departments and branches

April 30,2021 April 30,2021 April 30,2021 April 30,2021
Title Nationality
Name
Gender
Date of
assuming
office
Shareholding Shareholding of spouse
and minor children
Shareholding in the
name of others
Major educations and experiences Concurrent positions
in the Company and
other companies
Managerial officers with
spouses or relatives with second
degree of kinship
Note
(Note 2)
Number
of shares
Shareholding
%
Number of
shares
Shareholding
%
Number
of shares
Shareholding
%
Title Name Relation
General Manager Taiwan Xinzheng Li Male 2000.04.01 1,329
0.00%
642
0.00%
0
0.00%
Department of Electrical
Engineering, Chien Hsin University
of Science and Technology
General Manager, Dahelong
Electromechanical Co., Ltd.
Plant Manager, HOLD-KEY
ELECTRIC WIRE & CABLE CO.,
LTD.
Note 1 None None None None
Audit officer
Deputy general
manager
Taiwan Meiling Lin Female 2016.11.11 25,739
0.01%
0
0.00%
0
0.00%
Department of Accounting and
Statistics, Tatung Institute of
Commerce and Technology
HOLD-KEY ELECTRIC WIRE &
CABLE CO.,LTD.,
None None None None None
General manager,
New venture
division
Taiwan Jianzhong Lu
(Retired on
2020.08.12)
Male 1999.06.14 0
0.00%
0
0.00%
0
0.00%
The Metropolian Business
College,Sydney Australia
Management
Manager, GUARDFORCE
CORPORATION
None None None None None
Business division
Deputy general
manager
Taiwan Liangxu Lai Male 1994.08.01 0
0.00%
0
0.00%
0
0.00%
Department of Industrial
Engineering, Chung Yuan Christian
University
Section manager, SOL YOUNG
ENTERPRISES CO.,LTD.
Note 1 None None None None
Manufacturing
division
Deputy general
manager
Taiwan Yinde Zhang Male 2004.01.01 0
0.00%
0
0.00%
0
0.00%
Department of Electrical
Engineering, Taoyuan Agricultural
& Industrial School
Senior Manager, HOLD-KEY
ELECTRIC WIRE & CABLE CO.,
LTD.,
None None None None None
General manager’s
office
Special assistant
Taiwan Senxiong Wu Male 2002.10.01 0
0.00%
0
0.00%
0
0.00%
Department of Chemical
Engineering, Chung Yuan Christian
University
Senior Manager, HOLD-KEY
ELECTRIC WIRE & CABLE CO.,
LTD.,
None None None None None
Finance officer
(and officer of
general
administration)
Taiwan Yaping Chen Female 2016.05.11 103
0.00%
0
0.00%
0
0.00%
Department of Accounting,
Management School, Shih Chien
University
Specialist, Deloitte and Touche
Audit officer, YOUNG FAST
INDUSTRIAL CO.,LTD
None None None None None
Accounting officer Taiwan Tingyi Chou Female 2012.04.27 1,030
0.00%
0
0.00%
0
0.00%
Department of Accounting,
Soochow University
Deputy Manager, Deloitte and
Touche
None None None None None

Note 1:

Note 1:
Name
Concurrentpositions in the Companyand other companies
Xinzheng Li
Director and General Manager, Taiwan SRU Co., Ltd, Director and General Manager of Mechanics and Electricity Business Group, SOL YOUNG ENTERPRISES CO., LTD. Muchon Farm Co., Ltd.
Liangxu Lai
Director, Fenggen Development Co., Ltd.,Director, Zhangmiao Development Co., Ltd., Chairperson, PLOWLINE CO., LTD., Chairperson, EVEN HAME CO., LTD., Chairperson, Bright wei co., Ltd.

Note 2: If the chairperson and the general managers or equivalents (the top managerial officers) of the Company are the same person, each other’s spouse or relative within first degree of kinship, the reason, rationality, necessity, corresponding measures (such as increasing the number of independent directors and having a majority of directors who are not concurrently serving as employees or managerial officers, etc.) and related information should be disclosed: No such situation.

  • 10 -

III. Remuneration for directors (including independent directors), general managers and deputy general managers for the most recent year (I) Remuneration for directors (including independent directors)

Unit: Thousand NT$

Title Name Remuneration for directors Remuneration for directors Remuneration for directors Remuneration for directors Remuneration for directors Remuneration for directors Remuneration for directors Remuneration for directors A, B, C and D as a % of
the net profits after tax
A, B, C and D as a % of
the net profits after tax
Remuneration for employees with concurrent positions in the Company and other companies Remuneration for employees with concurrent positions in the Company and other companies Remuneration for employees with concurrent positions in the Company and other companies Remuneration for employees with concurrent positions in the Company and other companies Remuneration for employees with concurrent positions in the Company and other companies Remuneration for employees with concurrent positions in the Company and other companies Remuneration for employees with concurrent positions in the Company and other companies Remuneration for employees with concurrent positions in the Company and other companies A, B, C, D, E, F and G
as a % of the net profits
after tax
A, B, C, D, E, F and G
as a % of the net profits
after tax
Remuneration
from
reinvested
enterprises
outside
subsidiaries or
from the
parent
company
Base remuneration (A) Severance and pension
(B)
Remuneration for
directors (C)
Business execution
expenses (D)
Remuneration, bonus,
allowance (E)
Severance and pension
(F)
Remuneration for employees (G)
The
Company
All
companies
in the
financial
statements
The
Company
All
companies
in the
financial
statements
The
Company
All
companies
in the
financial
statements
The
Company
All
companies
in the
financial
statements
The
Company
All
companies
in the
financial
statements
The
Company
All
companies
in the
financial
statements
The
Company
All
companies
in the
financial
statements
The Company All companies in
the financial
statements
The
Company
All
companies
in the
financial
statements
Cash
amount
Stock
amount
Cash
amount
Stock
amount
Director SOL YOUNG
ENTERPRISES
CO., LTD.

2,036
2,036 0 0 3,600 3,600 0 0 2.33% 2.33% 3,844 3,844 110 110 1,500 0 1,500 0 4.58% 4.58% None
Representative
Biqi Yang
Director Kaiti Yang
Director Yisen Lai
Director Suyuan Yu
Director Xinzheng Li
Director BOND-GALV
INDUSTRIAL
CO., LTD.
Representative
Yuanhong
Huang
Independent
director
Rongsui Weng 1,834
1,834 0 0 0 0 0 0 0.76% 0.76% 0 0 0 0 0 0 0 0 0.76% 0.76% None
Independent
director
Wencheng Shen
Independent
director
Shizhen Chen
1.
Please de
The rem
the Boar
2.
Except a
scribe the policy, system, criteria and structure for the remuneration for independent directors, and the correlation to the amount of remuneration in terms of their responsibilities, risks, time spent and oth
uneration for independent directors, in accordance with Article 17 of the Company’s Article of Incorporation and the management measures for remuneration, as determined by the Remuneration Commit
d of Directors, shall include monthly fixed remuneration and attendance fee, without participating in the distribution of remuneration for directors.
s disclosed above, the remuneration for the directors of the Company for providing services to all companies in the financial statements (such as serving as a non-employee consultant, etc.) in the most re
er factors:
tee with reference to the usual standard in the industry and through the resolution of
cent year: None.
  • 11 -

Table of remuneration ranges

Table of remuneration ranges Table of remuneration ranges Table of remuneration ranges Table of remuneration ranges
Remuneration ranges for the directors of the Company Director’s name
Total amount of the first four remunerations (A+B+C+D) Total amount of the first seven remunerations
(A+B+C+D+E+F+G)
The Company All companies in the financial statements The Company All companies in the
financial statements
Less than NT$1,000,000 Kaiti Yang, Yisen Lai, Suyuan Yu
Xinzheng Li, Yuanhong Huang, Rongsui Weng
Wencheng Shen, Shizhen Chen

Kaiti Yang, Yisen Lai, Suyuan Yu
Xinzheng Li, Yuanhong Huang, Rongsui Weng
Wencheng Shen, Shizhen Chen

Yuanhong Huang,
Rongsui Weng,
Wencheng Shen,
Shizhen Chen
Yuanhong Huang,
Rongsui Weng,
Wencheng Shen,
Shizhen Chen
NT$1,000,000 (inclusive) ~ NT$2,000,000 (exclusive) None None Kaiti Yang, Yisen
Lai,Suyuan Yu
Kaiti Yang, Yisen
Lai,Suyuan Yu
NT$2,000,000(inclusive)~ NT$3,500,000(exclusive) Biqi Yang Biqi Yang Biqi Yang Biqi Yang
NT$3,500,000 (inclusive) ~ NT$5,000,000 (exclusive) None None XinzhengLi XinzhengLi
NT$5,000,000 (inclusive) ~ NT$10,000,000 (exclusive) None None None None
NT$10,000,000 (inclusive) ~ NT$15,000,000 (exclusive) None None None None
NT$15,000,000 (inclusive) ~ NT$30,000,000 (exclusive) None None None None
NT$30,000,000 (inclusive) ~ NT$50,000,000 (exclusive) None None None None
NT$50,000,000 (inclusive) ~ NT$100,000,000 (exclusive)
None
None None None
More than NT$100,000,000 None None None None
Total 9 seats 9 seats 9 seats 9 seats
  • 12 -

(II)Remuneration for general managers and deputy general managers and the name of the managerial officer in charge of the distribution of employee remuneration and the status of the distribution

1. Remuneration forgeneral managers and deputy general managers Remuneration forgeneral managers and deputy general managers Remuneration forgeneral managers and deputy general managers Remuneration forgeneral managers and deputy general managers Remuneration forgeneral managers and deputy general managers Remuneration forgeneral managers and deputy general managers Remuneration forgeneral managers and deputy general managers (Unit: Thousand NT$) (Unit: Thousand NT$) (Unit: Thousand NT$)
Title Name Salary (A) Severance and pension
(B)
Bonus and
Allowance (C)
Amount of employee remuneration (D) A, B, C and D as a % of
the net profits after tax
(%)
Remuneration
from
reinvested
enterprises
outside
subsidiaries
or from the
parent
company
The
Company
All
companies
in the
financial
statements
The
Company
All
companies
in the
financial
statements
The
Company
All
companies
in the
financial
statements
The Company All companies in the
financial statements
The
Company
All
companies
in the
financial
statements
Cash
amount
Stock
amount
Cash
amount
Stock
amount
General
manager
Xinzheng Li 6,168 6,168 2,478 2,478 2,725 2,725 2,434 - 2,434 - 5.71% 5.71% None
Deputy general
manager
Meiling Lin
Deputy general
manager
Liangxu Lai
Deputy general
manager
Jianzhong Lu
(Retired on
2020.08.12)
Deputy general
manager
Yinde Zhang
Note 1: The severance and pension for general managers and deputy general managers are included contribution and actual amount by the Company.
Table of remuneration ranges
Remuneration ranges for the general managers and deputy general managers of the Company
Name of general manager or deputy general manager
The Company
All companies in the financial statements
Less than NT$1,000,000
None
None
NT$1,000,000 (inclusive) ~ NT$2,000,000 (exclusive)
Meiling Lin
Meiling Lin
NT$2,000,000 (inclusive) ~ NT$3,500,000 (exclusive)
Liangxu Lai, Yinde Zhang, Jianzhong Lu Liangxu Lai, Yinde Zhang, Jianzhong Lu
NT$3,500,000 (inclusive) ~ NT$5,000,000 (exclusive)
XinzhengLi
XinzhengLi
NT$5,000,000 (inclusive) ~ NT$10,000,000 (exclusive)
None
None
NT$10,000,000 (inclusive) ~ NT$15,000,000 (exclusive)
None
None
NT$15,000,000 (inclusive) ~ NT$30,000,000 (exclusive)
None
None
NT$30,000,000 (inclusive) ~ NT$50,000,000 (exclusive)
None
None
NT$50,000,000 (inclusive) ~ NT$100,000,000 (exclusive)
None
None
More than NT$100,000,000
None
None
Total
5
5
  • 13 -

  • The name of the managerial officer in charge of the distribution of employee remuneration and the status of the distribution: The Company's Board of Directors would resolve on May 11, 2021 to set aside cash remuneration NTD 9,000,000 for employees in accordance with the Company's Article of Incorporation and its distribution to managerial officers would be carefully evaluated and resolved by the Remuneration Committee on May 11, 2021.

The name of the managerial officer in charge of the distribution of employee remuneration and the status of the distribution

May11,2021 May11,2021 Unit: Thousand NT$
Title Name Stock
amount
Cash amount
Total
Total as a % of the net
profits after tax (%)
Officer General manager Xinzheng Li 0 2,700 2,700 1.12%
Audit officer (deputy general
manager)
Meiling Lin
General manager, New
venture division
Jianzhong Lu
(Retired on 2020.08.12)
General manager, Business
division
Liangxu Lai
General manager,
Manufacturingdivision
Yinde Zhang
Special assistant (senior
manager), General manager’s
office
Senxiong Wu
Finance officer YapingChen
Accounting officer Tingyi Chou
  • (III) The Company does not need to individually disclose the remuneration for the top five most highly paid officers

  • (IV) Compare and describe the total remuneration paid to directors, supervisors, general managers, and deputy general managers in the most recent 2 years by the Company and all companies in the consolidated financial statements as a % of the net profits after tax, and explain the policies, criteria, combination, the procedures for determining remuneration and the correlation to operating performances and future risks.

  • Analysis of the total remuneration paid to the directors, supervisors, general managers and deputy general managers by the Company as a % of the net profits after tax for the most recent 2 years

pany as a % of the net profits after tax for the most recent 2 years after tax for the most recent 2 years
Title 2020 2019
The Company All companies in the
financial statements
The Company All companies in
the financial
statements
The remuneration for directors
as a % of the net profits after tax
for the most recent 2years
5.34% 5.34% 13.42% 13.42%
The remuneration for
supervisors as a % of the net
profits after tax for the most
recent 2years
Not applicable Not applicable 0.48% 0.48%
The remuneration for general
managers and deputy general
managers as a % of the net
profits after tax for the most
recent 2years
5.71% 5.71% 15.60% 15.60%
  1. The Company’s policy, criteria, and combination of the remuneration for directors, supervisors, general managers, and deputy general managers, the procedures for determining remuneration and the correlation to operating performances and future risks.

  2. (1) In accordance with Article 20 of the Company's Article of Incorporation, if the Company makes profits in a year, it should set aside no more than 2.5% of the profit of that year as remuneration for directors. The amount of such remuneration shall be considered on a case-by-case basis according to individual annual contribution and attendance rate, reviewed by the Remuneration Committee, approved by the resolution of the Board of Directors, and presented to the regular shareholder meeting.

  3. (2) The Company established a Remuneration Committee on December 30, 2011, and in accordance with the Company's "Management Measures for Remuneration for Directors and Managerial Officers", the Committee shall make a proposal based on annual operating results and individual annual contribution or performance (assessment results), with a view to preventing short-term behavior and promoting the Company's long-term stable development, so as to reasonably widen the remuneration gap and enhance the incentive effect. The content and reasonableness of remuneration for managerial officers are proposed by the Remuneration Committee and approved by the Board of Directors, with reference to the usual standard in the industry.

  4. 14 -

IV. The Company's implementation of corporate governance

(I) The operations of the Board of Directors

The Board of Directors elected on 2019.06.24 held 6(A) meetings in the most recent year, and the attendance of directors and supervisors is as follows:

Title Title Name Name Number of
attendance
in person
(B)
Number of
attendance
by proxy
% of
attendance in
person
B/A
% of
attendance in
person
B/A
Note Note
Chairperson SOL YOUNG
ENTERPRISES CO.,
LTD.
Representative: Biqi
Yang
6 0 100.00%
Director Kaiti Yang 6 0 100.00%
Director Yisen Lai 6 0 100.00%
Director Suyuan Yu 6 0 100.00%
Director Xinzheng Li 6 0 100.00%
Director BOND-GALV
INDUSTRIAL CO., LTD.
Representative:
YuanhongHuang
5 0 83.33%
Independent
director
Rongsui Weng 5 1 83.33%
Independent
director
Wencheng Shen 6 0 100.00%
Independent
director
Shizhen Chen 6 0 100.00%
Other matters to be recorded:
I.
If the operation of the Board of Directors is under any of the following circumstances, the date, period,
independent directors’ opinions and the Company’s handling of their opinions should be described:
(I)
Matters listed in Article 14-3 of the Securities and Exchange Act:
proposal content, all
May25,2021
The Company’s
handling of their
opinions
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Item Date
Term
Proposal content Independent directors’
opinions
The Company’s
handling of their
opinions
1 March 27, 2020
11th term - 5th session
1. Evaluation of the independence and
competence of the attesting CPA engaged by
the Company and its appointment
remuneration.
All independent directors:
Passed without objection.
Not applicable
2 May 12, 2020
11th term - 6th session
1.
The Company's 2019 remuneration for
employees, directors and supervisors
2.
The Company’s 2019 bonus distribution
proposal
All independent directors:
Passed without objection.
Not applicable
3 August 11, 2020
11th term - 8th session
1.
The replacement of the Company’s
attesting CPA
2. Authorization for the Company’s purchase
of the Taipei office
All independent directors:
Passed without objection.
Not applicable
4 November 11, 2020
11th term - 9th session
1.
The Company’s purchase of the Taipei
office
All independent directors:
Passed without objection.
Not applicable
5 December 21, 2020
11th term - 10th session
1. Amended part of internal control systems
and internal audit implementation rules.
All independent directors:
Passed without objection.
Not applicable
6 March 22, 2021
11th term - 11th session
1. Evaluation of the independence and
competence of the attesting CPA engaged
by the Company and its appointment
remuneration.

All independent directors:
Passed without objection.
Not applicable
7 May 11, 2021
11th term - 12th session
1. The Company's 2020 remuneration for
employees, directors and supervisors
2. The Company’s 2020 bonus distribution
proposal
All independent directors:
Passed without objection.
Not applicable
  • 15 -
Item Date
Term
Date
Term
Director’s
name
Director’s
name
Proposal content Proposal content Recusal reasons Participation in voting Participation in voting
1 March 27, 2020
11th term - 5th session
Biqi Yang
Xinzheng Li
Kaiti Yang
The Company invested in
SOL YOUNG
ENTERPRISES CO., LTD.
Biqi Yang
(representative of
YOUNG FAST
juristic-person
supervisors),
Xinzheng Li
(director of YOUNG
FAST), Kaiti Yang
(Biqi Yang’s
relative within
second degree of
kinship)
Recusal of voting rights
in accordance with law
2 May 12, 2020
11th term - 6th session
Biqi Yang
Xinzheng Li
Kaiti Yang
Yisen Lai
Suyuan Yu
BOND-GALV
INDUSTRIAL
CO., LTD.
(recusal by
turn)
The Company's 2019
remuneration for employees,
directors and supervisors
Personal interest Recusal of voting rights
in accordance with law
3 May 12, 2020
11th term - 6th session
Biqi Yang
Xinzheng Li
The Company’s 2019 bonus
distribution proposal
Personal interest Recusal of voting rights
in accordance with law
4 May 11, 2021
11th term - 12th session
Biqi Yang
Xinzheng Li
Kaiti Yang
Yisen Lai
Suyuan Yu
BOND-GALV
INDUSTRIAL
CO., LTD.
(recusal by
turn)
The Company's 2020
remuneration for employees,
directors and supervisors
Personal interest Recusal of voting rights
in accordance with law
5 May 11, 2021
11th term - 12th session
Biqi Yang
Xinzheng Li
The Company’s 2020 bonus
distribution proposal and
adjustment for general
manager’s monthlysalary
Personal interest Recusal of voting rights
in accordance with law
Evaluation of the Board of Directors
Evaluation
frequency
Evaluation
period
Evaluation scope Evaluation method Evaluation
content
Once a year 2020/1/1
~
2020/12/31
1.
The operations of the Board
of Directors/functional
committees
2.
Performance evaluation of
individual board members
and functional committee
members
Internal self-evaluation of the
board, self-evaluation of
directors, internal
self-evaluation of functional
committees, self-evaluation
of functional committee
members
As the table
below
  • 16 -

  • (IV) Election and continuing education of directors.

  • (V) Internal control

  • II. The (self) performance evaluation of the members of the Board of Directors includes the following six major areas. (I) Mastery of the Company's objectives and tasks.

  • (II) Perception of directors’ responsibilities.

  • (III) The extent of participation in the Company's operations.

  • (IV) Internal relationship management and communication.

  • (V) Professionalism and continuing education of directors.

  • (VI) Internal control

  • III. The performance evaluation of functional committees (remuneration, audit) includes the following five major areas.

  • (I) The extent of participation in the Company's operations.

  • (II) Perception of functional committees’ responsibilities.

  • (III) Improvement in the quality of the functional committee's decision-making.

  • (IV) Composition and member appointment of functional committees.

  • (V) Internal control

The annual evaluation is carried out by the agenda planning unit - the General Administration department as designated by the Board of Directors by means of an internal questionnaire, based on the operational evaluation of the board, self-evaluation of board members, operational evaluation of functional committees and self-evaluation of committee members. The results of the above evaluations will be used as the reference for nomination and determination of individual salary and remuneration.

All the questionnaires for 2020 have been collected before the end of February, 2021. The Company’s General

Administration department will analyze the questionnaires according to the previous method and report the evaluation results to the board meeting to be held on March 22, 2021.

The evaluation score for the questionnaire is 1~5 (grades) from low to high. The average score should be good. The directors and committee members had no specific recommendations and generally agreed that the members had been doing their part. The company's overall risk management, financial and business situations are fully discussed and professional advice is provided for reference in decision making, and the decision making process is open and transparent with good operation.

  • IV. Evaluation of the objective for enhancing the functions of the Board of Directors (e.g., establishing an audit committee, enhancing information transparency, etc.) and its implementation in the current year and the most recent year:

  • (I) The Company established the Remuneration Committee at the end of 2011 to improve the reasonableness of the remuneration plan for directors, supervisors and managerial officers, and regularly evaluate whether the remuneration plan is up to date.

  • (II) Maintain transparency in operations, treat shareholders equally, and disclose information on important Board of Directors' resolutions on the Company's website.

  • (III) The Company established the Audit Committee to replace the supervisors on June 24, 2019, which would exercise its powers of office in accordance with the Audit Committee’s Charter, and enhance the functions of the Board of Directors.

  • 17 -

(II)The operations of the Audit Committee

The Audit Committee established on 2019.06.24 held 5 meetings (A) in the most recent year, and the attendance of independent directors is as follows:

Title Name Number of
attendance in
person (B)
Number of
attendance by
proxy
% of attendance in
person
B/A
Note
Independent
director
(Convener)
Rongsui Weng 4 1 80.00%
Independent
director
Wencheng Shen 5 0 100.00%
Independent
director
Shizhen Chen 5 0 100.00%
Other matters to be recorded:
I.
If the operation of the Audit Committee is under any of the following circumstances, the date, period, proposal content,
resolution of the Audit Committee and the Company’s handling of the Audit Committee’s opinions should be described:
(I)
The state of the operations and matters listed in Article 14-5 of the Securities and Exchange Act:
May25,2021
Item
Date
Term
Proposal content
Audit Committee’s
opinions
the Company’s
handling of the
Audit Committee’s
opinions
1
March 27, 2020
1th term - 4th session
1.
2019 business report, stand-alone
financial statements and consolidated
financial statements
2.
Evaluation of the independence and
competence of the attesting CPA
engaged by the Company and its
appointment remuneration.
3.
The Company completed the
assessment of the effectiveness of its
internal control systems and issued the
"Statement of Internal Control System"
in 2019.
All attending
members:
Passed without
objection.
Not applicable
2
May 12, 2020
1th term - 5th session
1.
The Company's consolidated financial
statements for the first quarter of 2020.
All attending
members:
Passed without
objection.
Not applicable
3
August 11, 2020
1th term - 6th session
1.
The replacement of the Company’s
attesting CPA
2. The Company's consolidated financial
statements for the first half of 2020.
3. Authorization for the Company’s
purchase of the Taipei office
All attending
members:
Passed without
objection.
Not applicable
4
November 11, 2020
1th term - 7th session
1.
The Company’s purchase of the Taipei
office
All attending
members:
Passed without
objection.
Not applicable
5
December 21, 2020
1th term - 8th session
1.
The Company’s 2021 audit plan
2. Amended part of internal control
systems and internal audit
implementation rules.
All attending
members:
Passed without
objection.
Not applicable
6
March 22, 2021
1th term - 9th session
1.
2020 business report, stand-alone
financial statements and consolidated
financial statements
2. Evaluation of the independence and
competence of the attesting CPA
engaged by the Company and its
appointment remuneration.
3. The Company completed the assessment
of the effectiveness of its internal
control systems and issued the "Internal
Control Systems Statement" in 2020.
All attending
members:
Passed without
objection.
Not applicable
(II)
In addition to the previous matters, other matters that have not been approved by the Audit Committee but
approved by more than two-thirds of all directors: None.
II.
In the implementation of an independent director’s recusal for being an interested party in a proposal, the independent
director’s name, the proposal content, the recusal reasons and his or her participation in voting should be stated: No such
situation.
  • 18 -
III.

Communication between independent directors, internal audit officer and CPA (major matters, methods and results of
communication on the Company's financial and business conditions, etc. should be included):
(I)
Summaryofprevious communications between independent directors,internal audit officer and CPA.
Communication between independent directors, internal audit officer and CPA (major matters, methods and results of
communication on the Company's financial and business conditions, etc. should be included):
(I)
Summaryofprevious communications between independent directors,internal audit officer and CPA.
Communication between independent directors, internal audit officer and CPA (major matters, methods and results of
communication on the Company's financial and business conditions, etc. should be included):
(I)
Summaryofprevious communications between independent directors,internal audit officer and CPA.
Date Communication highlight Independent
director's
recommendation
2020/3/27 1. CPA provided a description of the financial and profit and loss status for 2019.
2. CPA discussed and communicated with the attendees on the issues raised by the
attendees.
No
recommendation
2020/5/12 1. CPA provided a description of the financial and profit and loss status for the
first quarter of 2020.
2. CPA discussed and communicated with the attendees on the issues raised by the
attendees.
No
recommendation
2020/8/11 1. CPA provided a description of the financial and profit and loss status for the
first half of 2020.
2. CPA discussed and communicated with the attendees on the issues raised by the
attendees.
No
recommendation
2020/11/11 1. CPA provided a description of the financial and profit and loss status for the
third quarter of 2020.
2. CPA discussed and communicated with the attendees on the issues raised by the
attendees.
No
recommendation
2020/12/21 1. CPA provided a description of the key annual audit items.
2. CPA discussed and communicated with the attendees on the issues raised by the
attendees.
No
recommendation
2021/3/22 1. CPA provided a description of the financial and profit and loss status for 2020.
2. CPA discussed and communicated with the attendees on the issues raised by the
attendees.
No
recommendation
2021/5/11 1. CPA provided a description of the financial and profit and loss status for the
first quarter of 2021.
2. CPA discussed and communicated with the attendees on the issues raised by the
attendees.
No
recommendation
(II)
Summaryofprevious communications between independent directors and internal audit officer:
Date Communication highlight Independent
director's
recommendation
2020/3/27 1. Executive report on audit operations for the fourth quarter of 2019.
2. Report on the implementation of the self-evaluation of the internal control
systems byeach department of the Companyfor the various operations in 2019.
No
recommendation
2020/5/12 1. Executive report on audit operations for the first quarter of 2020. No
recommendation
2020/8/11 1. Executive report on audit operations for the second quarter of 2020. No
recommendation
2020/11/11 1. Executive report on audit operations for the third quarter of 2020. No
recommendation
2020/12/21 1. Proposal for 2021 audit plan
2.
Amended part of internal control systems and internal audit
implementation rules.
No
recommendation
2021/3/22 1. Executive report on audit operations for the fourth quarter of 2020.
2. Report on the implementation of the self-evaluation of the internal control
systems byeach department of the Companyfor the various operations in 2020.
No
recommendation
2021/5/11 1. Executive report on audit operations for the first quarter of 2021. No
recommendation
  • (3) Audit Committee's powers of office and annual work priorities

  • Formulate or amend the internal control systems in accordance with Article 14-1 of the Securities and Exchange Act.

  • Assessment of the effectiveness of the internal control systems.

  • In accordance with the provisions of Article 36-1 of the Securities and Exchange Act, formulate or amend the processing procedures for the acquisition or disposal of assets, derivative transactions, lending funds to others, endorsements or guarantees for others.

  • Matters involving the interests of directors

  • Major asset or derivative transactions.

  • Major funds lending, endorsements or guarantees

  • Raising, issuing or private placement of equity securities.

  • The appointment, discharge, or remuneration for the attesting CPA.

  • Appointment and dismissal of financial, accounting or internal audit officer

  • The annual financial statements signed or sealed by the chairperson of the board, managerial officers and accounting officer, and the second quarter financial statements subject to accounting audit and attestation.

  • Other major matters specified by the Company or the competent authority.

  • 19 -

(III) The Company's implementation of corporate governance and the differences from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor.

Evaluation Items The state of operations The state of operations The state of operations The differences
from the
Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies
and the reasons
therefor.
Yes No Summary description
I.
Has the Company
formulated and
disclosed its corporate
governance practice
principles in accordance
with the "Corporate
Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies"?
The Company has formulated a set of corporate governance practice principles and disclosed it
on the home page of the Company website/Investor Relations/Corporate Governance/Practice
Principles for Corporate Governance.

There is no
difference from
the spirit of the
principles.
II.
The Company's equity
structure and
shareholder equity
(I)
Has the Company
established internal
operating procedures to
handle shareholder
recommendations,
doubts, disputes and
litigations, and
implemented them in
accordance with the
procedures?
(II) Does the Company have
a list of the major
shareholders who
actually control the
Company and those
who ultimately have
control over the major
shareholders?
(III) Has the Company
established and
implemented risk
control and firewall
mechanisms between
affiliated companies?
(IV) Has the Company
formulated internal
regulations to prevent
insiders from trading
securities using
undisclosed information
on the market?




(I)
The Company has set up spokespersons and relevant units for stock affairs as a channel
for shareholder recommendations and communication.
(II) The Company keeps track of the list in a timely manner and interacts with its major
shareholders for good relationships.
(III) The finance and business matters of the Company and its affiliates are conducted
independently and the Company’s "Rules Governing Financial and Business Matters
Between this Corporation and its Affiliated Enterprises” have been formulated.
(IV) The Company has established "Operating Procedures for Handling Material Inside
Information and Preventing Insider Trading" in accordance with relevant laws and
regulations.
There is no
difference from
the spirit of the
principles.
III. Composition and
responsibilities of the
Board of Directors
(I)
Has the Board of
Directors formulated
and implemented a
diversity policy on
membership?
(I)
Specific management objectives and achievements of the diversity policy on
membership:
The Company has established a diversity policy on membership in the "Corporate
Governance Practice Principles" and the "Procedure for Election of Directors and
Supervisors". Currently, the Company’s board directors are independent of gender,
religion, age, etc., and each has expertise in business, accounting, or finance, etc.
The Company’s Board of Directors is composed of directors with industry experience,
accounting, and legal expertise, including CPA and lawyers with professional licenses,
and female directors in order to implement the Gender Equality Policy Guidelines of our
country, increase female participation in decision-making and improve the board
structure.
A total of 9 board members:
1.
There are three independent directors, representing 33% of all directors;
2.
Two independent directors have a term of less than 5 years, and one has a term of
less than 2 year.
3.
Board directors are professionally diversified, including one independent director
with CPA and another independent director with lawyer certification.
4.
Female directors represent 22%;
5.
The board members are generally young, below 50: 1, 51~59: 2, 60~69: 5, above
70: 1
There is no
difference from
the spirit of the
principles.
  • 20 -
Evaluation Items The state of operations The state of operations The state of operations The differences
from the
Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies
and the reasons
therefor.
Yes No Summary description
(II) In addition to the
Remuneration
Committee and the
Audit Committee
established in
accordance with law,
has the Company
voluntarily set up other
functional committees?
(III) Whether the Company
has formulated board
performance evaluation
measures and methods,
conducts performance
evaluations annually
and regularly, and
reports the results of
performance evaluations
to the Board of
Directors, and uses them
as a reference for
individual directors'
remuneration and
nomination for
reappointment?
(IV) Does the Company
regularly evaluate the
independence of the
attesting CPA?



Director’s name Diversity core ite ms
Gender Business
management
Leadership and
decision-making
Law Industry
knowledg
e
Finance
accounting
Kaiti Yang Male V V V
Yisen Lai Male V V V
Suyuan Yu Female V V V
Xinzheng Li Male V V V
Biqi Yang Female V V
Representative of
BOND-GALV
INDUSTRIAL CO.,
LTD.: YuanhongHuang
Male V V
Rongsui Weng Male V V V
Wencheng Shen Male V V V
Shizh en Chen Male V V V
(II)




(III)



(IV)
In addition to the Remuneration committee and the Audit Committee established in
accordance with law, the Company has not established any other functional committees
considering the scale of operations. At present, the relevant operations are taken care of
by various responsible departments according to their powers of office, and these other
functional committees can be established in the future based on business needs.
Please refer to page 16-17 of this report for the implementation of the board evaluation;
or refer to the Company's website: Investor Relation/Related Information of the Board of
Directors; the relevant assessment results will be one of the references for director
nomination and remuneration in the future.
The Company has the evaluation of the independence of the attesting CPA approved by
the board meetingon March 22,2021.
Evaluation items
1.
Is there any major financial interests between the attesting CPA and the Company?
2.
Is there any employment relationship or salary payment between the attesting CPA and
the Company?
3.
Is there any joint investment and benefit-sharing relationship between the attesting CPA
and the Company?
4.
Did the attesting CPA accept valuable gifts or presents from the Company, its directors
or managerial officers (according to the general social etiquette standards)?
5.
Is there any person who jointly practiced with the attesting CPA in the accounting firm
within the past 1 year and is currently serving the Company as a director, managerial
officer, or in a position of significant influence over the audit of the Company?
6.
Will the non-audit services provided by the CPA directly affect the important items of
the attestation of financial statements?
Evaluation items
1.
Is there any major financial interests between the attesting CPA and the Company?
2.
Is there any employment relationship or salary payment between the attesting CPA and
the Company?
3.
Is there any joint investment and benefit-sharing relationship between the attesting CPA
and the Company?
4.
Did the attesting CPA accept valuable gifts or presents from the Company, its directors
or managerial officers (according to the general social etiquette standards)?
5.
Is there any person who jointly practiced with the attesting CPA in the accounting firm
within the past 1 year and is currently serving the Company as a director, managerial
officer, or in a position of significant influence over the audit of the Company?
6.
Will the non-audit services provided by the CPA directly affect the important items of
the attestation of financial statements?
  • 21 -
Evaluation Items The state of operations The state of operations The differences
from the
Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies
and the reasons
therefor.
Yes No Summary description
7.
Is the attesting CPA related to any of the Company's directors, managerial officers or
persons with significant influence on the audit?
8.
Did the management ask the attesting CPA to accept improper choices in accounting
policies or improper disclosures in the financial statements?
9.
Is there any pressure on the attesting CPA to improperly reduce the audit work that
should be performed?
10. 10. Has the attesting CPA provided audit services to the Company for seven
consecutiveyears?
IV. Does the Company have
suitable and appropriate
number of corporate
governance personnel
and appoint a corporate
governance officer to be
responsible for
corporate governance
related matters
(including but not
limited to providing
information necessary
for directors and
supervisors to perform
their business, assisting
directors and
supervisors to comply
with laws and
regulations, conducting
board meeting and
shareholder meeting
related matters in
accordance with law,
handling company
registration and
alteration registration,
and preparing minutes
of board meetings and
shareholder meetings,
etc.)?

Within the time limit prescribed by the regulations, on May 11, 2021, the Board of Directors
resolved to appoint the Finance Officer to concurrently serve as the Corporate Governance
officer effectively from June 1, 2021. The Finance Officer met the qualifications stipulated in
Article 23 of the "Compliance with the Establishment of Board of Directors by TWSE Listed
Companies and the Board's Exercise of Powers" and is responsible for matters related to
corporate governance and strengthening the functions of the Board of Directors.





There is no
difference from
the spirit of the
principles.
V.
Has the Company
established
communication
channels with
stakeholders (including
but not limited to
shareholders,
employees, customers
and suppliers, etc.) and
a special section for
stakeholders on the
Company's website, and
responded appropriately
to important corporate
social responsibility
issues that are of
concern to stakeholders?

The Company has dedicated departments for direct communication with stakeholders, and has
set up a special section for stakeholders on the Company website. Currently, an investor
relations contact window and a spokesperson or acting spokesperson contact channel has been
set up or announced on the Company's website and the Market Observation Post System to
facilitate communication and response.




There is no
difference from
the spirit of the
principles.
VI. Has the Company
appointed a professional
stock affairs agency to
handle matters for
shareholder meetings?
The professional stock affairs agency appointed by the Company is the Concord Securities
Group, Stock Affairs

There is no
difference from
the spirit of the
principles.
VII. Information Disclosure
(I)
Has the Company set up
a website to disclose
finance and business
matters and corporate
governance
information?
(II) Has the Company
adopted other means of

(I)
The Company simultaneously discloses finance and business matters and corporate
governance information on the Market Observation Post System and the Company
website.
(II) The Company has dedicated personnel responsible for the collection and disclosure of
information and has implemented a spokesperson system.
There is no
difference from
the spirit of the
principles.
  • 22 -
Evaluation Items The state of operations The state of operations The state of operations The differences
from the
Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies
and the reasons
therefor.
Yes No Summary description
information disclosure
(such as setting up an
English website,
appointing dedicated
personnel responsible
for the collection and
disclosure of Company
information,
implementing a
spokesperson system,
posting the Company's
earnings calls on its
website, etc.)?
(III) Does the Company
publicly announce and
file annual financial
statements within two
months after the end of
the fiscal year, and the
financial statements for
the first, second and
third quarters and the
monthly operating status
before the prescribed
deadline?
(III) The Company publicly announces and files its annual financial statements before the
deadline (end of March) prescribed by the competent authority. The financial statements
for the first, second, and third quarters and the monthly operating status of 2020 were
also announced and filed at the Market Observation Post System before the prescribed
deadline.
VIII. Does the Company have
other important
information that is
helpful to understand its
implementation of
corporate governance
(including but not
limited to employee
rights, employee care,
investor relations,
supplier relations,
stakeholder rights,
continuing education of
directors and
supervisors,
Implementation of risk
management policies
and risk measurement
standards,
implementation of
customer policies, the
Company’s purchase of
liability insurance for
directors and
supervisors, etc.)?

(1) Employee rights and employee relations:
The Company has always regarded employees as its greatest asset and attached particular
importance to the rights and benefits of employees. In addition to complying with
government regulations for labor insurance, health insurance, and staff health checkups,
the Company also provides employees with various skills training opportunities for
talents building.
The Employee Welfare Committee has been set up to coordinate the various employee
welfare affairs, including subsidies for annual dinner, travel, birthday, wedding and
funeral, etc.
Regular labor-management meetings are held to establish a communication platform with
corporate union representatives.
(2) Supplier relations: Base on the relationship of co-existence and co-prosperity, the
Company provides suppliers with the profits they deserve, creating a win-win situation.
(3) Stakeholder rights: The Company holds stakeholder rights in high regard, and when
stakeholders want to inquire and transcribe the Company’s registration information, they
can do so by following the provisions of the relevant laws and regulations.
(4) Continuing education of directors and supervisors: The directors and supervisors of the
Company, as required by law, all attend relevant training courses organized by the
institutions certified by the competent authority regularly every year, and complete the
filing process.
(5) Implementation of risk management policies and risk measurement standards: The
Company's internal control and risk management systems and various management rules
and regulations must be approved by the Board of Directors one by one.
The active side is to avoid risky business investment, and the passive side has various
insurance policies to cover the possible loss of the Company's property and employee
liability.
(6) The Company’s purchase of liability insurance for directors and supervisors: The
Company has purchased liability insurance for its directors, supervisors and management.

There is no
difference from
the spirit of the
principles.
  • 23 -
Evaluation Items Evaluation Items The state of operations The state of operations The state of operations The state of operations The state of operations The state of operations The state of operations The differences
from the
Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies
and the reasons
therefor.
Yes No Summary description
Continuingeducation of directors
Title Name Date Course
Chairperson Biqi Yang 2020.07.06 Labor dispute prevention and corporate
governance (3H)
Competition for management rights
and case analysis (3H)
Director Kaiti Yang
Director Yisen Lai
Director Suyuan Yu
Director:
BOND-GALV
INDUSTRIAL
CO.,LTD.
Representativ
e:
Yuanhong
Huang
Independent
director
Wencheng
Shen
Independent
director
Shizhen Chen
Director
(General
manager)
Xinzheng Li 2020.09.22 KPMG leadership academy forum:
Corporate governance refinement in
response to risks of dramatic changes
(3H)
2020.10.22 2020 promotion seminar on prevention
of insider trading and Internal
personnel equitytrading (3H)
Independent
director
Xusui Weng 2020.09.10 Competition for management rights
and case analysis: Analysis of the latest
domestic corporate governance trends
and implementation of the control
environment(6H)
Continuing education of each department head
Title Name Date Course
Accountin
g officer
Tingyi Chou 2020.10.22

2020.10.23
Continuing training course for accounting
officers of issuers, securities firms and stock
exchanges(12H)
Audit
officer
Meiling Lin 2020.09.03 Compliance practice and case analysis of
labor-related laws and regulations under the
covid-19epidemic(6H)
2020.09.23 Professional training course on the analysis of
the policy "Assisting companies to improve
the ability of self-preparation of financial
statements" of the competent authority and
internal control managementpractice(6H)
IX. Please describe the improvements that have been
Center of the Taiwan Stock Exchange in the most
Improved:
Question
no.
Indicator Description
1.2 Does the Company record the results of shareholders’ approvals,
disapprovals, and abstentions of each proposal in the minutes, and
enter the results into the designated Internet information reporting
system on the dayof the regular shareholder meeting?
The results of shareholders’ approvals, disapprovals, and
abstentions of each proposal have been entered into the
designated Internet information reporting system on the
dayof the shareholder meeting.
2.2 Has the Company formulated a diversity policy on board
membership, and disclosed its specific management objectives and
implementation on the Company's website and annual report?
A diversity policy on board membership has been
formulated, and its specific management objectives and
implementation disclosed on the Company's website and
annual report?
  • 24 -
Evaluation Items Evaluation Items The state of operations The state of operations The state of operations The state of operations The differences
from the
Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies
and the reasons
therefor.
Yes No Summary description
2.11
Does the Company disclose in its annual report the discussion and
resolution of the Remuneration Committee, as well as the Company's
handlingof the opinions of its members?
They have been fully disclosed in annual report.
3.11
Are the Company's future R&D plans and the estimated expenses
disclosed in its annual report?
The information is disclosed in the annual report.
Prioritiesandmeasures:
1.
Upload the English version of the meeting handbook and supplementary materials 30 days before the regular shareholder meeting.
2.
Upload the English version of the annual report 7 days before the regular shareholder meeting.
3.
Appoint a corporate governance officer to be responsible for corporate governance related matters, and describe the scope of its powers of office, the
priorities for the current year and the state of continuing education on the Company's website and annual report.
4.
Upload the annual financial statements in English 7 days before the regular shareholder meeting.
5.
The Companydisclosed its annualgreenhousegas emissions,water consumption and total weight of waste for thepast twoyears.
2.11 Does the Company disclose in its annual report the discussion and
resolution of the Remuneration Committee, as well as the Company's
handlingof the opinions of its members?
They have been fully disclosed in annual report.
3.11 Are the Company's future R&D plans and the estimated expenses
disclosed in its annual report?
The information is disclosed in the annual report.
Note: The state of operations,no matter if "Yes" or "No" are checked,should be stated in summarydescription.
  • 25 -

(IV)If the Company has a remuneration committee, it should disclose its composition, responsibilities and operations:

1. The Company’s Remuneration Committee was established on December 30, 2011. Its members are as follows:

Position
(Note 1)
Criteria
Name
With more than 5 years of work
experience and the following
professionalqualifications
With more than 5 years of work
experience and the following
professionalqualifications
With more than 5 years of work
experience and the following
professionalqualifications
Meet t he independence criteria (note 2) he independence criteria (note 2) he independence criteria (note 2) he independence criteria (note 2) he independence criteria (note 2) he independence criteria (note 2) Number of
other public
companies in
which the
individual is
concurrently
serving as a
remuneration
committee
member


Note

Lecturers or
above in
public and
private
colleges
and
universities
in business,
legal,
financial,
accounting
or related
areas
required for
the
Company’s
business

Judges,
prosecutors,
lawyers,
accountants
or other
professional
and technical
personnel
who have
passed the
national
examinations
and received
certificates
required for
the
Company’s
business


Work
experiences
in business,
legal,
financial,
accounting
or related
areas
required for
the
Company’s
business
1 2 3 4 5 6 7 8 9 10
Independent
director
Wencheng
Shen
0 -
Independent
director
Rongsui
Weng
2 -
Independent
director
Shizhen
Chen
0 -

Note 1: Please enter either director, independent director or other for position.

Note 2: For each member who has met the following criteria for the two years prior to their appointments and during their tenure, please mark "  " in the space below each criterion code.

  • (1) Not an employee of the Company or its affiliates.

  • (2) Not a director or supervisor of the Company or its affiliates. (However, this restriction does not apply to independent directors elected in accordance with the Securities and Exchange Act or the laws and regulations of the local country, who concurrently serve as such at the Company and its parent or subsidiary or a subsidiary of the same parent.)

  • (3) Not a natural-person shareholder holding more than 1% of the total number of issued shares or among the top 10 natural-person shareholders in the name of itself, its spouses, minor children or others.

  • (4) Not a managerial officer under (1) or a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship under (2), (3).

  • (5) Not a director, supervisor, or employee of a juristic-person shareholder directly holding 5% or more of the total number of issued shares of the Company, or among the top five in shareholdings, or designating its representative to serve as a director or supervisor of the Company under Article 27, Paragraph 1 or 2 of the Company Act. (However, this restriction does not apply to independent directors elected in accordance with the Securities and Exchange Act or the laws and regulations of the local country, who concurrently serve as such at the Company and its parent or subsidiary or a subsidiary of the same parent.)

  • (6) Not a director, supervisor, or employee of other company. If a majority of the Company's director seats or shares with voting rights and those of that other company are controlled by the same person: (However, this restriction does not apply to independent directors elected in accordance with the Securities and Exchange Act or the laws and regulations of the local country, who concurrently serve as such at the Company and its parent or subsidiary or a subsidiary of the same parent.)

  • (7) Not a director, supervisor, or employee of the other company or institution who is or whose spouse is the chairperson, general manager or equivalent positions of the Company. (However, this restriction does not apply to independent directors elected in accordance with the Securities and Exchange Act or the laws and regulations of the local country, who concurrently serve as such at the Company and its parent or subsidiary or a subsidiary of the same parent.)

  • (8) Not a director, supervisor, managerial officer, or shareholder holding 5% or more of the shares of a specific company or institution that has a financial or business relationship with the Company. (However, this restriction does not apply to independent directors elected in accordance with the Securities and Exchange Act or the laws and regulations of the local country, who concurrently serve as such at the Company and its parent or subsidiary or a subsidiary of the same parent and when the specific company or institution holds more than 20% of the Company’s total issued shares but not more than 50%.)

  • (9) Not a professional, sole proprietor, partner, owner of a company or institution, director, supervisor, managerial officer or its spouse that provides the Company or affiliates with audit services or commercial, legal, financial, accounting or related services with cumulative amount of remuneration in the last two years exceeding NT$500,000. However, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger and acquisition, who exercises powers of office pursuant to the Securities and Exchange Act, the Business Mergers and Acquisitions Act ,or relevant laws or regulations.

  • (10) Not a person with any of the circumstances under Article 30 of the Company Act.

  • 26 -

  • Responsibilities of the Remuneration Committee: The Committee should faithfully perform the following duties with the attention of a good managerial officer and submit its recommendations to the Board of Directors for discussion. However, proposals regarding the remuneration for supervisors shall be submitted to the Board of Directors for discussion only to the extent that the Board of Directors is authorized expressly by the Company's Article of Incorporation or by a resolution of the shareholder meeting to deal with remuneration for supervisors: (1) Review this rule regularly and propose amendments.

  • (2) Formulate and regularly review policies, systems, standards and structures for annual and long-term performance objectives and remuneration for directors, supervisors and managerial officers of the Company.

  • (3) Regularly evaluate the achievement of the performance objectives of the Company's directors, supervisors and managerial officers, and determine the content and amount of their individual remuneration.

  • When performing the duties of the preceding paragraph, the committee should follow the following principles:

  • (1) Ensure that the Company's remuneration packages comply with relevant laws and regulations and are sufficient to attract talents.

  • (2) The performance evaluation and remuneration for directors, supervisors and managerial officers should be based on the usual standard in the industry, with consideration of the time spent by the individual, its responsibilities, achievement of personal objectives, and performance in other positions, as well as the Company’s remuneration for others in the same position; and the reasonableness of the correlation between their performance, the Company's operating performance and future risks shall be evaluated in light of the achievement of the Company's short-term and long-term business objectives and the Company's financial status.

  • (3) Directors and managerial officers should not be encouraged to engage in activities that exceeds the Company's risk tolerance in pursuit of remuneration.

  • (4) The percentage of bonuses for short-term performance and the payment time of part of variable remuneration for directors and senior managerial officers should be determined by considering the characteristics of the industry and the nature of the Company's business.

  • (5) Members of this committee must not participate in discussion and voting on their own remuneration decisions. If the remuneration for directors and managerial officers of a subsidiary of the Company must be approved by the Company’s Board of Directors according to the approval hierarchy of the subsidiary, the committee shall make recommendations before submitting it to the board for discussion.

  • Information on the operations of the Remuneration Committee

  • (1) There are 3 members in the Company’s Remuneration Committee.

  • (2) The term of office of the current members: June 24, 2019 to June 23, 2022, with 3 meetings in the most recent year of 2020.

    • (A). The qualifications and attendance of the members are as follows:
Title Name Number of
attendance in
person (B)
Number of
attendance by
proxy
% of attendance
in person
(/)
Note
Convener Wencheng
Shen
3 - 100.00%
Member Rongsui
Weng
2 1 66.67%
Member Shizhen
Chen
3 - 100.00%
Other matters to be recorded:
I.
If the Board of Directors does not adopt or amend the recommendations of the Remuneration Committee, it
should state the date, period, proposal content, resolution of the board, and its handling of the committee’s
opinions (if the remuneration approved by the board is better than the recommendation proposed by the
committee, the difference and reasons should be stated): No such situation.
II. For the proposals by the Remuneration Committee. If any members have objections or reservations with
records or written statements, the date, period, proposal content, the opinions of all members, its handling of
the members’ opinions should be stated.
  • 27 -
May25,2021 May25,2021
Item Date
Term
Proposal content Audit Committee’s
opinions
The
Company’s
handling of
the Audit
Committee’s
opinions
1 May 12, 2020
4th term - 3rd session
1. The Company's 2019 remuneration for
directors and supervisors
2. Amended the Company’s principles of
performance-based remuneration.
3. The proposed amount for managerial
officers in the 2019 remuneration and
bonus to employees
All attending
members:
Passed without
objection.
Submitted to
the Board of
Directors and
approved by
the resolution
of all the
attending
directors.
2 August 11, 2020
4th term - 4th session
Application for retirement by the
Company's internal personnel.
All attending
members:
Passed without
objection.
Submitted to
the Board of
Directors and
approved by
the resolution
of all the
attending
directors.
3 December 21, 2020
4th term - 5th session
Amended the "Self-Assessment
Questionnaire for the Performance
Evaluation of the Board of Directors", the
"Self-Assessment Questionnaire for the
Performance Evaluation of Board
Members" and the "Self-Assessment
Questionnaire for the Performance
Evaluation of Functional Committee".
All attending
members:
Passed without
objection.
Submitted to
the Board of
Directors and
approved by
the resolution
of all the
attending
directors.
4 May 11, 2021
4th term - 6th session
1. The Company's 2020 remuneration for
directors
2. Amended the Company’s principles of
performance-based remuneration.
3. The proposed amount for managerial
officers in the 2020 remuneration and
bonus to employees.
4. Adjustment for general manager’s
monthlysalary
All attending
members:
Passed without
objection.
Submitted to
the Board of
Directors and
approved by
the resolution
of all the
attending
directors.
  • 28 -

(V)The fulfillment of social responsibilities and the differences from the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and the reasons therefor:

Evaluation Items The state of operations The state of operations The state of operations The differences from the Corporate Social
Responsibility Best Practice Principles for
TWSE/GTSM Listed Companies and the reasons
therefor.
Yes No Summary description
I.
Does the Company conduct risk
evaluations on environmental,
social and corporate governance
issues related to the Company's
operations in accordance with
the materiality principle, and
formulate relevant risk
management policies or
strategies?
The Company has obtained ISO 9001 quality
management systems, ISO 14001 environmental
management systems, and ISO 45001 occupational
safety and health management systems certification.
The Company also attaches great importance to
information security and the protection of
confidential data, and is equiped with firewalls,
anti-virus software, data backup, file encryption and
other protective measures to avoid malicious attacks
and extortion by hackers in order to maintain the
stable operation of the operatingsystem.
Although the Company has not formulated specific
risk management policies or set up a related
full-time (part-time) unit, the Company’s business
philosophy is not only to pursue sustainable
operation and profitability, but also to pay attention
to the development of corporate governance and
also to environmental and social factors, which are
reflected in the Company's management and
operation, so there is no major difference from the
spirit of the principles.
II.
Has the Company set up a
full-time (part-time) unit to
promote corporate social
responsibility, together with
senior management authorized
by the Board of Directors to
handle related matters and
report to the board on the
handlingof the matters?
The Company has not set up such a full-time
(part-time) unit for corporate social responsibility.
III. Environmental Issues
(I)
Has the Company set up an
appropriate environmental
management system based on
the characteristics of its
industry?
(II) Is the Company committed to
improving the efficiency of
resource utilization and using
recycled materials with low
impact on the environment?
(III) Does the Company evaluate the
potential risks and opportunities
of climate change to the
Company now and in the future,
and take corresponding
measures to respond to climate
related issues?
(IV) Does the Company make
statistics on greenhouse gas
emissions, water consumption
and total weight of waste for the
past two years, and formulate
policies for energy conservation
and carbon reduction,
greenhouse gas reduction, water
consumption reduction or other
waste management?





(I)
The Company has obtained ISO 14001
environmental management systems
certification in June 2019, and the safety and
health office is responsible for the
management of related affairs.
(II) During factory reorganization, the Company
fully replaced lighting fixtures with
energy-saving LED, implemented resource
recycling and classification, and reused
packaging materials and pallets after
categorization, so as to minimize the damage
to the environment and ecology.
(III) The Company is concerned about energy and
other related issues, regularly reviews the
results of saving in water, electricity and other
energy consumption costs, and advocates
energy saving and carbon reduction so as to
mitigate the impact on the natural
environment.
(IV) (iv). The Company has established the
management procedures for air
pollution/sewage/waste in accordance with
ISO 14001 environmental management
systems, and from time to time, appoints a
trusted third party to issue the operating
environment monitoring report of the 4th type
on dust, noise, and comprehensive
temperature thermal index .
The Company has implemented the regulations of
the competent authority, so there is no major
difference from the spirit of the principles.
IV. Social Issues
(I)
Has the company formulated
relevant management policies
and procedures in accordance
with relevant laws and
regulations as well as the
International Bill of Human
Rights?
(II) Whether the Company has
formulated and implemented
reasonable employee welfare
measures (including
remuneration, vacation and
other benefits, etc.), and
appropriately reflects operating
performance or results in
employee remuneration?

(I)
The Company abides by all labor laws and
regulations, which are implemented and
managed by dedicated personnel to protect the
rights and interests of employees, and has
smooth labor-management communication
channels to reasonably meet the needs of
employees in order to achieve a win-win
situation for both employees and management.
(II) In accordance with the Labor Standards Act
and related laws and regulations, the
Company has established various salary and
welfare measures for employees, makes
provisions for employee benefits in
accordance with the Company's Article of
Incorporation, rewards employees for their
performance in a timely manner, and has set
up a "Supervisory Committee of Labor
Retirement Reserve" to make regular
contributions to the Bank of Taiwan's pension
fund account and for employees under the

There is no difference from the spirit of the
principles.
  • 29 -
Evaluation Items The state of operations The state of operations The state of operations The differences from the Corporate Social
Responsibility Best Practice Principles for
TWSE/GTSM Listed Companies and the reasons
therefor.
Yes No Summary description
(III) Does the Company provide
employees with a safe and
healthy working environment,
and related education?
(IV) Has the Company established
an effective career development
training program for
employees?
(V) Does the Company comply with
relevant laws and regulations
and international standards
regarding customer health and
safety, customer privacy,
marketing and labeling of
products and services, and
establish relevant customer
rights protection policies and
complaint procedures?
(VI) Has the Company formulated
supplier management policies
that require suppliers to follow
relevant regulations on issues
such as environmental
protection, occupational safety
and health, or labor rights, and
monitor their implementation?




new scheme, the Bureau of Labor Insurance's
individual pension fund account to protect
their retirement rights.
(III) The Company performs regular working
environment safety inspections to provide
employees with a safe and healthy working
environment. The relevant regulations are as
follows.
(IV) In addition to the various internal and external
training programs offered by the Company
from time to time, employees may request to
participate in training courses according to
their work requirements.
(V) The Company is an ISO-9001 certified
manufacturer, has detailed product
introductions and follows the relevant laws
and regulations and international standards of
the products. In addition, a stakeholder section
is available on the Company's website to
provide a channel for customers to ask
questions and file complaints for consumer
rights protection.
(VI) The Company's procurement management
procedures clearly emphasize the importance
of occupational safety and health and the
sustainable green concept of the cooperative
suppliers, and each quarter whether the
suppliers violate the relevant regulations are
validated and evaluated and are reported to the
management representatives.

V.
Does the Company make
reference to international
reporting standards or
guidelines to prepare corporate
social responsibility or other
reports that disclose
non-financial information about
the Company? Has the
assurance or opinion from
third-party certifying
institutions been obtained for
the reports of the preceding
paragraph?
The Company has formulated a "Corporate Social
Responsibility Practice Principles" with reference to
relevant standards, but considering the scale of
operation, no corporate social responsibility report
has been prepared.

Under evaluation
VI. If the Company has related practice principles of its own in accordance with the "Corporate Social Responsibility Best Practice Principles for
TWSE/GTSM Listed Companies", please state the differences between the two and the state of implementation: no difference.
VII. Other important information that is helpful to understand the implementation of corporate social responsibility:
1. The Company uses FSC certified environmentally friendly paper for the cover and interior text of all annual reports and meeting handbooks and is in
compliance with the Forest Stewardship Council certification.
2. The Company participated in the "Voluntary Green Power Price System Pilot Program of the Ministry of Economic Affairs" and purchased 100,000
kWh ofgreenpower in 2015.
Note 1: If "Yes" is checked for the state of the operations, please describe the important policies, strategies, and measures adopted and their implementation;
if "No" is checked, please explain the reasons and the relevant policies, strategies and implementation in the future.
Note 2: Where the Company has prepared a corporate social responsibility report, the state of the operations may be specified by way of a reference to the
corporate social responsibility report and the index page.
Note 3: The materiality principle applies to those environmental, social and corporate governance issues that have a significant impact on the Company's
investors and other stakeholders.

Working environment and personal safety protection measures:

In order to maintain the safety and health of all employees and to improve the comfort and quality of the working environment, the Company follows the relevant laws and regulations on occupational safety and health, as a precautionary measure formulates occupational safety and health management rules and regulations, and implements various safety and health plans; all employees participate in safety and health activities in order to achieve the objective of zero occupational hazards.

In accordance with the "Occupational Safety and Health Management Regulations", occupational safety and health management units and personnel are put in place to draw up, plan and promote safety and health management. The employer or its proxy is responsible for the overall management and the management at all levels in the business divisions in accordance with their powers of office direct and supervise the implementation of their subordinates; the responsibilities at each level are clear, and all safety and health regulations are indeed enforced.

  • 30 -

The protective facilities installed in the workplace or for machinery and equipment, etc. should be checked frequently and their functionality should be maintained. Such as: guard fence, guard rail, guard cover, emergency stop switch, interlocking device, etc. All kinds of machinery, equipment, or apparatus, are subject to operation checkup, regular maintenance and inspection to ensure the safety of use by personnel. Automatic inspection is implemented. When abnormalities are found, they should be repaired or disabled immediately and necessary precautionary measures should be taken. For the safe use of production equipment in the factory, the following safety rules must be observed.

  • Work safety rules for wire drawing machine:

  • I. Checks before activating the machine:

    1. Whether the function of the emergency braking is normal.

    2. Whether the function of the automatic shutdown device for wire discontinuation is normal.

    3. Whether the instruments on the control panel are normal.

    4. Whether the supply of wire-drawing lubricant, boiling and cooling water is sufficient.

  • II. Notes when activating the machine.

    1. The die is securely fixed on the die base.

    2. The cover is securely closed.

  • III. Notes when shutting down the machine.

    1. When shutting down the machine, the cover can only be opened when the machine is completely stopped without wire-drawing lubricant spraying.

    2. The take-up shaft can be unloaded only after it is stopped.

    3. When replacing the iron shaft, pay attention to the rolling prevention measures to avoid pressure injury.

  • Work safety rules for wire stranding machine:

  • I. Checks before activating the machine:

    1. Whether the function of the emergency braking is normal.

    2. Whether the function of the automatic shutdown device for wire discontinuation is normal.

    3. Whether the instruments on the control panel are normal.

    4. Whether the take-up and pay-off shafts are deformed and locked.

  • II. The cover must be securely closed before turning on the switch.

  • III. When shutting down the machine, in addition to turning off the power, the cover can only be activated after the bow arm is completely stopped.

  • Work safety rules for extrusion machine.

  • I. Is the display instrument of each function on the control panel of the host machine normal?

  • II. Whether the pay-off shaft and take-up shaft are locked securely. III. Whether the supply of cooling water and compressed air is sufficient.

  • IV. Whether the function of the electrical discharge machine is normal.

  • V. Pay attention to the high temperature of PVC when testing molds and changing materials and be sure to use protective gloves.

All employees participate in safety and health education and training, including new employees, labor safety and health personnel, special operations personnel, first aid personnel, general operations personnel, and other designated personnel during job transfers or changes, etc, and the refresher courses regularly.

There are sufficient first aid medicines and equipment in the workplace. When working, employees must use safe and appropriate protective supplies, such as earmuffs, masks, safety glasses or protective masks, heat-insulating asbestos gloves or thick velvet gloves, safety helmets, backpack safety belts, etc., before they can work.

Employees are obliged to accept health checkups, new employees must have physical checkups, and all current employees are required by regulations to undergo health checkups regularly arranged by the Company in order to understand their personal health conditions and make appropriate adjustments to their work.

  • 31 -

(VI)The Company's implementation of ethical corporate management and the differences from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and the reasons therefor.

Evaluation Items The state of operations The state of operations The state of operations The differences from the Ethical Corporate
Management Best Practice Principles for
TWSE/GTSM Listed Companies and the reasons
therefor.
Yes No Summary description
I. Formulate ethical corporate
management policy and plan
(I)
Has the Company formulated an
ethical corporate management
policy approved by the Board of
Directors, and are the policy and
practice of ethical corporate
management stated in the
Company’s regulations and
external documents, as well as
the commitment of the Board of
Directors and the senior
management to actively
implement the policy?
(II) Whether the Company has
established a mechanism for
evaluating the risk of unethical
conduct, regularly analyzes and
evaluates the activities in the
scope of business with a higher
risk of unethical conduct, and on
the basis of this, has formulated
a plan to prevent unethical
conduct, which covers at least
the preventive measures for the
conduct set out in Paragraph 2 of
Article 7 of the "Ethical
Corporate Management Best
Practice Principles for
TWSE/GTSM Listed
Companies"?
(III) Whether the Company has
specified operating procedures,
conduct guidelines, and
disciplinary and complaint
systems for violations in the plan
to prevent unethical conduct and
implemented the plan as well as
regularlyreviews and amends it?



(I)
The
Company
amended
the
"Ethical
Corporate Management Principles" approved
by the Board of Directors on 2020.03.27 and
disclosed it on the Company's website,
stating
the
relevant
requirements
and
requesting the Board of Directors and senior
management
to issue
a
statement
of
compliance
with
the
ethical
corporate
management policy.
(II)
The Company, through the review
mechanism of its internal audit unit, prevents
the occurrence of business activities
involving unethical conduct, offering or
accepting bribes, and illegal political
contributions.
(III) The Company amended on 2020.03.27 the
“Operating
Procedures
for
Ethical
Management and Guidelines for Conduct”,
clearly specifying and implementing the
relevant procedures.












There is no difference from the spirit of the
principles.
II. The implementation of ethical
corporate management
(I)
Does the Company evaluate the
ethical records of its
counterparties and specify the
ethical conduct clauses in the
contracts signed with the
counterparties?
(II) Does the Company have a
dedicated unit under the Board
of Directors to promote ethical
corporate management and
report regularly (at least once a
year) to the Board of Directors
on its ethical management policy
and plan to prevent unethical
conduct and monitor their
implementation?
(III) Does the Company have a policy
to prevent conflict of interest,
provide appropriate channels for
explanation, and implement it?
(IV) Whether the Company has
established an effective
accounting system and internal
control system for the
implementation of ethical
corporate management, and the
internal audit unit draws up
relevant audit plans based on the
evaluation results of risk of




(I)
The Company and its customers and
suppliers all adhere to the ethical principle in
entering into and performing contracts.
(II)
The General Administration department is
responsible for its promotion in the Company
and reports to the Board of Directors in the
fourth quarter of each year.
(III) For matters related to conflict of interest, the
Company has proper reporting channels and
will keep the identity of the reports and the
contents confidential.
(IV) The Company's accounting unit strictly
examines the supporting documents and
related transaction documents for each
expense, and the Company also has an
internal control system. The internal audit
unit performs various audits in accordance
with the audit plan; and the appointed CPA
also reviews annually the implementation of
the internal control system.
















There is no difference from the spirit of the
principles.
  • 32 -
Evaluation Items The state of operations The state of operations The state of operations The differences from the Ethical Corporate
Management Best Practice Principles for
TWSE/GTSM Listed Companies and the reasons
therefor.
Yes No Summary description
unethical conduct, and audits the
compliance of the plan to
prevent unethical conduct or
entrusts a CPA to perform the
audit?
(V) Does the Company regularly
organize internal and external
education and training on ethical
corporate management?
(V)
Each department head of the Company will
promote the importance of ethical corporate
management in a timely manner.

III. The operation of the Company's
whistleblower reporting system
(I)
Has the Company set up a
specific whistleblower reporting
and reward system and a
convenient reporting channel,
and designated appropriate
personnel to deal with the
reported matters?
(II) Has the Company formulated
standard operating procedures
for the investigation of the
reported matters, follow-up
measures to be taken after the
completion of the investigation,
and the relevant confidentiality
mechanisms?
(III) Whether the Company takes
measures to protect
whistleblowers from being
improperly handled due to
reporting?


(I)
The Company has clear guidelines in the
“Operating
Procedures
for
Ethical
Management and Guidelines for Conduct”,
clearly specifying and implementing the
relevant procedures.
(II)
The Company has clear guidelines in the
“Operating
Procedures
for
Ethical
Management and Guidelines for Conduct”,
clearly specifying and implementing the
relevant procedures.
(III) The Company has clear guidelines in the
“Operating
Procedures
for
Ethical
Management and Guidelines for Conduct”,
clearly specifying and implementing the
relevantprocedures.












There is no difference from the spirit of the
principles.
IV. Enhance Information Disclosure
Does the Company disclose the
content and effectiveness of its
Ethical Corporate Management
Principles on its website and the
Market Observation Post System?
The Company’s Ethical Corporate Management
Principles is disclosed on both the Company’s
website and the Market Observation Post System.
There is no difference from the spirit of the
principles.
V. If the Company has related practice principles of its own in accordance with the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM
Listed Companies", please state the differences between the two and the state of implementation: no difference.
VI. Other important information that is helpful to understand the implementation of ethical corporate management (For example, if the Company reviews and
amends its ethical corporate management principles.)
1.
Article 16 of the Company’s “Rules of Procedure for Board of Directors Meetings” clearly stipulates that board directors should exercise a high
degree of self-discipline. For meeting matters in which they or the juristic persons they represent have an interest and the relationship is likely to
compromise the interests of the Company, they can state their opinions or answer inquiries but must not participate in discussion or voting and they
should also recuse themselves from such discussion and voting and must not exercise voting rights as a proxy of other directors.
2.
The Company has clearly defined the "Operating Procedures for Handling Material Inside Information and Preventing Insider Trading", which
specifically regulates that the Company’s directors, supervisors, managerial officers, employees, insiders and their related parties must not disclose
internal material information that they know to others and must not inquire or collect undisclosed internal material information of the Company that
is not related to their personal duties from those who know internal material information of the Company. Those who learn of undisclosed internal
material information of the company for reasons other than the performing of their business also must not disclose it to others in order to protect
investors and safeguard the interests of the Company.
Note 1: The state of operations, no matter if "Yes" or "No" are checked, should be stated in summary description.
  • (VII) If the Company has formulated the “Corporate Governance Practice Principles” and related rules, it shall disclose its inquiry methods:

The Company has formulated the Corporate Governance Practice Principles, the Ethical Corporate Management Principles, and the Code of Ethical Conduct, and other guidelines, which are posted on the Company's website (http://www.hold-key.com.tw).

  • (VIII)Other important information that is helpful to understand the Company's implementation of corporate governance may also be disclosed.

  • Please refer to point 8 on page 23 of this report for any other important information that is helpful to understand the Company's implementation of corporate governance.

  • 33 -

  • (IV) The implementation of internal control system

  • Statement of internal control

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD. Statement of internal control system

Date: March 22, 2021

  • The Company states the following for its 2020 internal control system based on the results of

  • self-evaluation,

  • I. The Company knows that establishing, implementing and maintaining an internal control system is the responsibility of the Company's Board of Directors and managerial officers, and the Company has established this system. Its purpose is to provide reasonable assurance of the achievement of objectives such as the effectiveness and efficiency of operations (including profitability, performance and asset security, etc.), the reliability, timeliness, and transparency of reporting, as well as compliance with relevant rulings, laws and regulations, etc.

  • II. Internal control system has its inherent limitations. No matter how perfect the design is, an effective internal control system can only provide a reasonable assurance of the achievement of the above three objectives; moreover, due to changes in the environment and circumstances, the effectiveness of the internal control system may change accordingly. However, the Company's internal control system has a self-monitoring mechanism. Once a defect is identified, the Company will take corrective actions.

  • III. The Company determines the effectiveness of the design and implementation of its internal control system in accordance with the criteria of the effectiveness of the internal control system stipulated in the "Regulations Governing Establishment of Internal Control Systems by Public Companies" (hereinafter referred to as the "Regulations"). The criteria of internal control system adopted in the "Regulations” are based on the process of managerial control and divide internal control system into five components: 1. control environment, 2. risk evaluation, 3. control operations, 4. Information and communication, and 5. Monitoring operations. Each component consists of a number of items. Please refer to the "Regulations" for these items.

  • IV. The Company has adopted the aforementioned criteria of internal control system to evaluate the effectiveness of the design and implementation of its internal control system.

  • V. Based on the evaluation results of the preceding paragraph, the Company believed that the design and implementation of its internal control system was effective as of December 31, 2019 (including the supervision and management of subsidiaries), with a understanding of the extent to which the objectives of effectiveness and efficiency of operations were achieved, whether the reporting was reliable, timely, transparent, and if the compliance with relevant rulings, laws and regulations is met, and a reasonable assurance of the achievement of these objectives.

  • VI. This statement will become the main content of the Company's annual report and prospectus, and will be made public. If the above-mentioned disclosures have falsehood or concealment, legal liability under Articles 20, 32, 171 and 174 of the Securities and Exchange Act will be incurred.

  • VII. This statement was approved by the Company’s Board of Directors on March 22, 2021. Of the 9 directors present, 0 had objections, and the rest all agreed with the content of this statement and declare here.

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD. Chairperson: Biqi Yang General manager: Xinzheng Li

  1. Where a CPA was entrusted to review the internal control system, the review report should be disclosed: None.

  2. 34 -

  3. (X) During the most recent year or during the current year up to the date of publication of the annual report, if the Company or its internal personnel have been punished in accordance with law, or the Company has punished its internal personnel for violating the provisions of the internal control system, and the results of such punishments may have a material effect on shareholder equity or securities price, the contents of the punishments, major deficiencies and improvements should be listed: None.

  4. (XI) Important resolutions of the shareholder meeting and board meeting during the most recent year or during the current year up to the date of publication of the annual report:

  5. 1.Important resolutions of the Board of Directors:

Date Important resolution
2020.3.27 1. Approved the Company’s 2019 business report, stand-alone financial statements
and consolidated financial statements
2. Approved the evaluation of the independence and competence of the attesting CPA
engaged by the Company and its appointment remuneration.
3. Approved the Company’s assessment of the effectiveness of its internal control
systems and the issuance of "Statement of Internal Control System" of 2019.
4. Approved the amendment to the Company’s “Rules of Procedure for Shareholder
Meeting”
5. Approved the amendment to the Company’s “Corporate Social Responsibility
Practice Principles”
6. Approved the amendment to the Company’s “Ethical Corporate Management
Principles”
7. Approved the amendment to the Company’s “Operating Procedures for Ethical
Management and Guidelines for Conduct”
8. Approved the Company’s “Rules of Procedure for Board of Directors Meetings”.
9. Approved the amendment to the Company’s “Corporate Governance Practice
Principles”.
10. Approved the amendment to the Company’s “Remuneration Committee Charter”.
11. Approved the amendment to the Company’s “Audit Committee Charter”.
12. Approved matters related to 2020 regular shareholder meeting.
13. Approved matters related to the acceptance of shareholder proposals.
14. Approved the renaming of the subsidiary Muchon Organic Farm Co., Ltd. and
matters related to the coming expiration of the term of office of board directors
and supervisors
15. Approved the investment in the shares of listed companies.
2020.5.12 1. Approved the Company's consolidated financial statements for the first quarter of
2020.
2. Approved the amendment to the Company’s “Procedure for Election of Directors”.
3. Approved the Company's 2019 remuneration for employees, directors and
supervisors.
4. Approved the amendment to the Company’s principles of performance-based
remuneration.
5. Approved the Company’s 2019 bonus distribution proposal
6. Approved the Company’s 2019 earnings distribution proposal.
7. Approved the Company’s capital surplus cash distribution proposal.
8. Approved amendment to the matters related to 2020 regular shareholder meeting.
9. Approved the investment in the shares of listed companies.
2020.06.29 1. Approved matters related to the Company's 2020 cash dividend ex-dividend base
date.
2. Approved the investment in the shares of listed companies.
2020.08.11 1. Approved the replacement of the Company’s attesting CPA
2. Approved the Company's consolidated financial statements for the first half of
2020.
3. Approved the authorization for the Company's purchase of office.
4. Approved the evaluation of the Company's factory renovation budget.
5. Approved the application for retirement by the Company's internal personnel.
2020.11.11 1. Approved the Company'spurchase of the Taipei office.
2020.12.21 1. Approved the Company's 2021 annual business budget.
2. Approved the authorization of the chairperson Biqi Yang to handle various credit
activities and accounts receivable factoring with various banks for the Company's
2021 operating needs.
3. Approved the Company’s 2021 audit plan
4. Approved the amendment to part of internal control systems and internal audit
implementation rules.
5. Approved the amendment to the Company’s “Rules of Procedure for Shareholder
Meeting”
6. Approved the amendment to the Company’s “Procedure for Election of Directors”
7. Approved the amendment to the Company’s “Code of Ethical Conduct”
8. Approved the amendments to the "Measures for the Performance Evaluation of the
Board of Directors", the "Self-Assessment Questionnaire for the Performance
Evaluation of the Board of Directors", the "Self-Assessment Questionnaire for the
Performance Evaluation of Board Members" and the "Self-Assessment
Questionnaire for the Performance Evaluation of Functional Committee" of the
Company.
9. Approved the relocation of the Company's registered address.
  • 35 -
Date Important resolution
2021.03.22
1. Approved the Company’s 2020 business report, stand-alone financial statements and
consolidated financial statements
2. Approved the evaluation of the independence and competence of the attesting CPA
engaged by the Company and its appointment remuneration.
3. Approved the Company’s assessment of the effectiveness of its internal control
systems and the issuance of "Statement of Internal Control System" of 2020.
4. Approved the amendment to the Company’s “Rules of Procedure for Shareholder
Meeting”
5. Approved the Company’s “Rules of Procedure for Board of Directors Meetings”.
6. Approved the Company’s “Rules Governing the Scope of Powers of Independent
Directors”.
7. Approved the amendment to the Company’s “Audit Committee Charter”.
8. Approved the amendment to the Company’s “Remuneration Committee Charter”.
9. Approved matters related to 2021 regular shareholder meeting.
10. Approved matters related to the acceptance of shareholderproposals.
2021.05.11 1. Approved the amendment to the Company’s “Article of Incorporation”.
2. Approved the appointment of the Company’s corporate governance officer.
3. Approved the Company's 2020 remuneration for employees, and directors
4. Approved the amendment to the Company’s principles of performance-based
remuneration.
5. Approved the Company’s 2020 bonus distribution proposal And adjustment for
general manager’s monthly salary
6. Approved the Company’s 2020 earnings distribution proposal.
7. Approved the Company’s capital surplus cash distribution proposal.
8. Approved the Company’s cash capital reduction
9. Approved amendment to the matters related to 2021 regular shareholder meeting.

2.Important resolutions of the shareholder meeting and their implementation:

Date Important resolutions and their implementation:
2020.06.29 1. Ratification of the 2019 business report and financial statements
2. Ratification of the 2019 earnings distribution proposal
Implementation status: the cumulative distributable earnings were retained and would
not be distributed.
3. Approved the amendment to the Company’s “Article of Incorporation”.
Implementation status: On August 10, 2020, it was approved by the Ministry of
Economic Affairs for registration and announced on the Company's website.
4. Approved the amendment to the Company’s “Rules of Procedure for Shareholder
Meeting”
5. Approved the amendment to the Company’s “Procedure for Election of Directors”
6. Approved the capital surplus cash distribution proposal.
Implementation status: July 21, 2020 was set as the base date for distribution, and
August 18, 2020 as the distribution date.
(Cashper share is NT$0.3.)

(XII) During the most recent year or during the current year up to the date of publication of the annual report, if board directors or supervisors had different opinions on important resolutions approved by the Board of Directors with records or written statements, the main content of the opinions: None.

(XIII) For the most recent year or the current year up to the date of publication of the annual report, summary of the resignation and dismissal of the Company’s chairperson, general managers, accounting officer, finance officer, internal audit officer, corporate governance officer, and R&D officer: None.

  • 36 -

V. Information on CPA professional fee

Name of CPA firm The nam e of CPA Audit period Note
Deloitte and Touche Zeli Gong Jingting
Yang
2020.01.012020.03.31
Deloitte and Touche Zeli Gong Wenyuan
Zhuang
2020.04.01~2020.12.31 Internal work
rotation of the
CPA firm

Amount unit: Thousand NT$

Professional fee item
Amount range

Audit fee
Non-audit fee Total
Less than NT$2,000 - - -
NT$2,000 (inclusive) ~ NT$4,000 V - V

(I) If the amount of non-audit fee paid to the attesting CPA, its firm and affiliates is more than one-fourth of the audit fee, the amount of audit and non-audit fee and the content of non-audit service should be disclosed: None

==> picture [500 x 167] intentionally omitted <==

----- Start of picture text -----

Non-audit fee
Name of CPA CPA audit
The name of CPA Audit fee Note
firm System Business Human Others Total period
design registration resource
Zeli Gong 2020.01.01
Deloitte and 0 0 0 0 0 ~
Touche
2020.03.31
Jingting Yang
2,615
Zeli Gong 2020.04.01
Deloitte and 0 0 0 0 0 ~
Touche
2020.12.31
Wenyuan Zhuang
----- End of picture text -----

  • (II) Where the audit fee paid in the year of the replacement of CPA firm is less than the audit fee in the year before the change, the amount of the audit fee before and after the replacement and the reasons therefor should be disclosed: None.

(III) Where the audit fee has decreased by 10% or more from the previous year, the amount, percentage and reasons therefor should be disclosed: None.

  • VI. Information on the replacement of CPA: In the second quarter of 2020, due to the internal rotation of the CPA firm, the attesting CPA were changed from Zeli Gong and Jingting Yang to Zeli Gong and Wenyuan Zhuang.

VII. Ifthe Company's chairperson, general manager, or any managerial officer in charge of finance or accounting affairs has in the most recent year held a position at the counting firm of its attesting CPA or an affiliate of the accounting firm, the name and position of the person, and the period during which the position was held, should be disclosed: None.

  • 37 -

VIII. Any equity transfer or change in equity pledge by a director, supervisor, managerial officer, or shareholder with 10% stake or more during the most recent year or during the current year up to the date of publication of the annual report. (I) Changes in equity by directors, supervisors, managerial officers and major shareholders

Title Name 2020 2020 2021 upto March 31 2021 upto March 31
Change in
shares held
Change in
shares
pledged
Change in
shares held
Change in
shares pledged
Chairperson and shareholders
with 10% stake or more
SOL YOUNG
ENTERPRISES
CO.,LTD.
0 0 0 0
Director Kaiti Yang 0 0 0 0
Director Yisen Lai 0 0 0 0
Director Suyuan Yu 0 0 0 0
Director XinzhengLi 0 0 0 0
Director BOND-GALV
INDUSTRIAL CO.,
LTD.

0
0 0 0
Independent director Rongsui Weng 0 0 0 0
Independent director WenchengShen 0 0 0 0
Independent director Shizhen Chen 0 0 0 0
General manager XinzhengLi 0 0 0 0
Audit officer MeilingLin 0 0 0 0
New venture division
Deputy general manager
(Retired on 2020.08.12)
Jianzhong Lu 0 0 0 0
Business division
Deputy general manager
Liangxu Lai 0 0 0 0
General manager’s
office
special assistant
Senxiong Wu 0 0 0 0
Manufacturing division
Deputy general manager
Yinde Zhang 0 0 (608) 0
Finance officer
(and officer of general
administration)
Yaping Chen 0 0 0 0
Accountingofficer Tingyi Chou 0 0 0 0

(II) Information on the related party of the equity transfer or equity pledge: None.

  • 38 -

April 30, 2021

IX. Information on the relationship among the top 10 shareholders

Name Shareholding by the individual Shareholding by the individual Shareholding of spouse and
minor children
Shareholding of spouse and
minor children
Total shareholding in the
name of others
Total shareholding in the
name of others
The name of and relationship among the top 10 shareholders
if anyone is a related party, a spouse or a relative within
second degree of kinshipof another.
The name of and relationship among the top 10 shareholders
if anyone is a related party, a spouse or a relative within
second degree of kinshipof another.
Note
Number of
shares
Shareholding
%
Number of
shares
Shareholding
%
Number of
shares
Shareholding
%
Name
(or alias)
Relation
SOL YOUNG
ENTERPRISES CO., LTD.
77,556,914 32.20% 0 0.00% 0 0.00% None None
SOL YOUNG
ENTERPRISES CO., LTD.
Representative: Biqi Yang
10,821 0.00% 30,427 0.01% 0 0.00% Shuli Xu Relatives within second
degree of kinship
Zhangmiao Development Co.,
Ltd.
10,758,589 4.47% 0 0.00% 0 0.00% Fenggen Development Co.,
Ltd.
Same responsible person
Zhangmiao Development Co.,
Ltd.
Responsible person: Shufen
Xu
0 0.00% 2,000,662 0.83% 0 0.00% Yuanhong Huang
Bili Lian
Relatives within second
degree of kinship
Relatives within second
degree of kinship
YOUNG FAST
OPTOELECTRONICS CO.,
LTD.
7,591,000 3.15 0 0.00% 0 0.00% None None
YOUNG FAST
OPTOELECTRONICS CO.,
LTD.
Representative: ZhiqiangBai
0 0.00% 0 0.00% 0 0.00% None None
Fenggen Development Co.,
Ltd.
5,235,595 2.17% 0 0.00% 0 0.00% Zhangmiao Development
Co., Ltd.
Same responsible person
Fenggen Development Co.,
Ltd.
Responsible person: Shufen
Xu
0 0.00% 2,000,662 0.83% 0 0.00% Yuanhong Huang
Bili Lian
Relatives within second
degree of kinship
Relatives within second
degree of kinship
Zhijie Yang 4,209,106 1.75% 0 0.00% 0 0.00% Shuli Xu
Yecheng Yang
First degree of kinship
Relatives within second
degree of kinship
Yecheng Yang 4,069,269 1.69% 0 0.00% 0 0.00% Shuli Xu
Zhijie Yang
First degree of kinship
Relatives within second
degree of kinship
Huan Yi Development Co.,
Ltd.
3,227,601 1.34% 0 0.00% 0 0.00% None None
Huan Yi Development Co.,
Ltd.
Responsible person: Xueqing
Huang
78,551 0.03% 761,749 0.32% 0 0.00% None None
BOND-GALV INDUSTRIAL
CO., LTD.
2,912,498 1.21% 0 0.00% 0 0.00% None None
BOND-GALV INDUSTRIAL
CO., LTD.
Responsible person:
YuanhongHuang
324,163 0.13% 747,638 0.31% 0 0.00% Shufen Xu
Bili Lian
Relatives within second
degree of kinship
Relatives within second
degree of kinship
Shuli Xu 2,609,196 1.08% 1,969,401 0.82% 0 0.00% Zhijie Yang
Yecheng Yang
Biqi Yang
First degree of kinship
First degree of kinship
Second degree of kinship
Bili Lian 2,398,170 1.00% 2,072,185 0.86% 0 0.00% Shufen Xu
Yuanhong Huang
Second degree of kinship
Second degree of kinship

X. The total number of shares and the consolidated equity stake percentage held in any single reinvested enterprise by the Company, its directors, supervisors, managerial officers, or any companies controlled either directly or indirectly by the Company

April 30, 2021 Unit: shares; %

Company April 30,2021 Unit: shares;% April 30,2021 Unit: shares;%
Reinvested enterprise
(Note 1)
HOLDKEY (BELIZE) INVESTMENTS
LIMITED
Muchon Organic Farm Co., Ltd.
Investment by the Company Directors, supervisors, managerial officers, and
investments controlled either directly or indirectly.
Total investment
Number of shares Shareholding % Number of shares Shareholding % Number of shares Shareholding %
9,970,519 100% 0
0.00%
9,970,519 100%
13,000,000 100% 0
0.00%
13,000,000 100%

Note 1: investment by the Company using equity method

  • 39 -

Four. Capital Raising

  • I. Capital and shares

  • (I) Source of capital

April 30,2021 Unit: shares;%
Note
Total
320,000,000
April 30,2021 Unit: shares;%
Note
Total
320,000,000
Share type Authorized capital Note
Outstanding shares (note) Unissued shares Total
Common
shares
240,864,684 79,135,316 320,000,000

Note: The shares are the stocks of a listed company and have no restrictions on trading.

April 30, 2021 Unit: NT$

April 30,2021 Unit: NT$ April 30,2021 Unit: NT$
Year
and
month
Issue
price
(NT$)
Authorized capital Paid-in capital Note

Number of
shares
Amount Number of
shares
Amount Source of capital Using
property other
than cash as
payment of
shares
Others
1999.05
10
150,000,000 1,500,000,000 69,600,000 696,000,000 Capital increase of NT$162,457,410 from earnings and
capital surplus
Approved on 1999.5.24 with Order (88)
Taiwan-Finance-Securities(I)No. 48466.
None
1999.05
10
150,000,000 1,500,000,000 94,600,000 946,000,000 Capital increase of NT$250,000,000 by cash
Approved on 1999.5.29 with Order (88)
Taiwan-Finance-Securities(I)No. 48467.
None
2000.06
10
210,000,000 2,100,000,000 113,700,000 1,137,000,000 Capital increase of NT$191,000,000 from earnings and
capital surplus
Approved on 2000.6.28 with Order (86)
Taiwan-Finance-Securities(I)No. 55914
None
2001.07
10
210,000,000 2,100,000,000 119,385,000 1,193,850,000 Capital increase of NT$56,850,000 from earnings and
capital surplus
Approved on 2001.7.25 with Order (90)
Taiwan-Finance-Securities(I)No. 148338
None
2002.08
10
210,000,000 2,100,000,000 125,355,000 1,253,550,000 Capital increase of NT$59,700,000 from earnings and
capital surplus
Approved on 2002.8.15 with Taiwan-Finance-Securities
(I)No. 0910145344
None
2003.07
10
220,000,000 2,200,000,000 141,073,950 1,410,739,500 Capital increase of NT$41,089,500 from earnings
Approved on 2003.7.24 with Taiwan-Finance-Securities
(I)No. 0920133575
None
2004.07
10
320,000,000 3,200,000,000 186,768,481 1,867,684,810 Capital increase of NT$158,913,960 from earnings and
capital surplus
Approved on 2004.7.6 with Taiwan-Finance-Securities
(I)No. 0930129621
None
2005.09
10
320,000,000 3,200,000,000 208,231,778 2,082,317,780 Capital increase of NT$171,934,500 from earnings
Approved on 2005.9.22 with
Financial-Supervisory-Securities-I-0940142468
None
2006.07
10
320,000,000 3,200,000,000 229,263,929 2,292,639,290 Capital increase of NT$66,775,910 from earnings
Approved on 2006.7.27 with
Financial-Supervisory-Securities-I-0950133079
None
2009.11
10
320,000,000 3,200,000,000 233,849,208 2,338,492,080 Capital increase of NT$45,852,790 from earnings
Approved on 2009.9.29 with
Financial-Supervisory-Securities-Corporate-0980051110

None
2011.09
10
320,000,000 3,200,000,000 240,864,684 2,408,646,840 Capital increase of NT$70,154,760 from earnings
Approved on 2011.7.6 with
Financial-Supervisory-Securities-Corporate-1000031225

None

Information on shelf registration system: Not applicable

  • 40 -

(II) Shareholder structure

April 30, 2021

Shareholder
structure
Quantity


Government
agency
Financial
institution
Other juristic
person
Individual Foreign
institution
and
individual
Total
Number ofpersons 0
0

32

18,869

42

18,943
Shareholding 0
0

113,014,086

119,568,455

8,282,143
240,864,684
Shareholding% 0.00%
0.00%

46.92%

49.64%

3.44%

100.00%

(III) Equity dispersion profile

April 30, 2021

Equity dispersion profile
April 30,2021
Shareholdingrange Number of shareholders Shareholding Shareholding%
1 to 999 5,596
1,015,000

0.42
1,000 to 5,000 10,412
20,831,479

8.65
5,001 to 10,000 1,488
11,735,918

4.87
10,001 to 15,000 464
5,723,363

2.38
15,001 to 20,000 281
5,221,220

2.17
20,001 to 30,000 254
6,383,574

2.65
30,001 to 40,000 110
3,859,391

1.60
40,001 to 50,000 66
3,076,290

1.28
50,001 to 100,000 134
9,301,260

3.86
100,001 to 200,000 62
8,750,144

3.63
200,001 to 400,000 30
8,644,574

3.59
400,001 to 600,000 12
5,904,996

2.45
600,001 to 800,000 6
4,336,606

1.80
800,001 to 1,000,000 6
5,197,799

2.16
More than 1,000,000 22
140,883,070

58.49
Total 18,943
240,864,684

100
  • (IV) Major shareholders (with more than 5% stake and among top 10)

April 30, 2021

April 30,2021
Shares
Name of major shareholder

Shareholding
Shareholding %
SOL YOUNG ENTERPRISES CO., LTD. 77,556,914 32.20%
Zhangmiao Development Co., Ltd. 10,758,589 4.47%
YOUNG FAST OPTOELECTRONICS
CO.,LTD.
7,591,000 3.15%
Fenggen Development Co.,Ltd. 5,235,595 2.17%
Zhijie Yang 4,209,106 1.75%
YechengYang 4,069,269 1.69%
Huan Yi Development Co., Ltd. 3,227,601 1.34%
BOND-GALV INDUSTRIAL CO., LTD. 2,912,498 1.21%
Shuli Xu 2,609,196 1.08%
Bili Lian 2,398,170 1.00%
  • 41 -

(V) Information on market price, net worth, earnings, dividend per share for the most recent two years


Item
Year Year 2019 2020 Current year up to
March 31, 2021
Market price
per share
Highest 10.05 14.75 17.65
Lowest 8.01 5.72 10.5
Average 8.87 11.60 14.03
Net worth per
share
Before distribution 17.06 19.16 19.91
After distribution (note 1) 16.76 Note 6 Not applicable
Earnings per
share
Weighted average number of shares 240,865 thousand
shares
240,865 thousand
shares
240,865 thousand
shares
Earnings per share before
retrospective adjustments (note 2)
0.28 1.00 0.28
Earnings per share after
retrospective adjustments (note 2)
- Note 6 Not applicable
Dividend per
share
Cash dividend 0.30 Note 6 Not applicable
Stock
dividend
Stock dividend
from retained
earnings
- Note 6 Not applicable
Stock dividend
from capital
surplus
- Note 6 Not applicable
Cumulative unpaid dividend None None None
Return on
investment
analysis
Price-to-Earning Ratio (note 3) 31.68 11.60 50.11
Price to earning ratio (note 4) 29.57 Note 6 Not applicable
Cash dividend yield (note 5) 3.38% Note 6 Not applicable

Note 1: Please fill in according to the distribution resolution of the next year’s shareholder meeting. Note 2: If there is a retroactive adjustment due to circumstances such as stock dividend, etc., earnings per share before and after the adjustment should be shown.

Note 3: Price to Earning ratio = average closing price per share for the year/earnings per share. Note 4: Price to dividend ratio = average closing price per share for the year/cash dividend per share. Note 5: Cash dividend yield = dividend per share/average closing price per share for the year Note 6: 2020 earnings distribution has not yet been approved by the regular shareholder meeting.

  • 42 -

  • (VI) Company dividend policy and implementation

  • Dividend policy

    • (1) If there are earnings surplus in the Company’s annual final accounts, it should provide for tax payables in accordance with the law, make up for the accumulated losses, then allocate 10% as legal reserve but when the legal reserve has reached the amount of the Company’s paid-in capital, the allocation may no longer be necessary. After the appropriated earnings are set aside or reversed in accordance with laws and regulations, the remainder together with the accumulated unappropriated earnings of the previous year may be treated as distributable earnings, and the Board of Directors shall prepare a distribution proposal and submit it to the shareholder meeting for a resolution to distribute dividends to shareholders. The cash dividends to shareholders shall not be less than 10% of the total amount of dividends distributed to shareholders in the year.

    • (2) The Company's dividend policy is based on current and future development plans, consideration of the investment environment, capital requirements and long-term financial planning, as well as shareholder interests, etc. Under the current dividend policy, if there is no other special reason, dividend shall not be less than 60% of the current year's earnings after tax (but may be allocated from capital surplus), except that if the cumulative distributable earnings are less than 100% of the paid-in capital, dividend may not be distributed.

Information on dividend distribution for the most recent 3 years:

2017 2018 2019
Earnings after tax (thousand NT$) 83,332 ( 10,487 ) 67,942
Total amount of dividends (thousand NT$) 72,259 72,259
72,258
Earnings distribution (NT$/share) - -
-
Dividend from capital surplus (NT$/share) 0.30 0.30
0.30
  1. The proposed dividend distribution in the shareholder meeting On May 11, 2021, the Company’s Board of Directors approved a resolution to retain the accumulated undistributed surplus without being distributed, and allocate NT$72,259,405 from the capital reserve of NT$355,182,942 from the excess of the issue of shares in excess of the par value, based on the issuance base date For the shares held in the shareholder roster, the cash per share is NT$0.3.

2020 earnings distribution statement

Summary
Unappropriated earnings, beginning of period
Remeasurement of defined benefit plans
recognized in retained earnings
Disposal of equity instrument investments at fair
value through other comprehensive profit and
loss, the cumulative gains and losses are
directly transferred to retained earnings
Unappropriated earnings, after
adjustment
Net profits for the period
Reversal of appropriated earnings
Provision for legal reserve
Distributable earnings for the period
Distribution items:
Shareholder cash dividends
Shareholder stock dividends
Unappropriated earnings, end of period
-
-
Unit: NT$ Amount
960,949,116
323,577
4,511,672
965,784,365
241,980,526
11,237,109
(24,681,578
)
1,194,320,422
1,194,320,422
  • 43 -

  • (VII) The impact of the proposed stock dividend in the shareholder meeting on the Company's operating performance and earnings per share:

    • There is no proposed stock dividend in the shareholder meeting, so it is not applicable.
  • (VIII)Remuneration for employees, directors, and supervisors

  • 1.The amount or scope of remuneration for employees, directors and supervisors as stated in the Article of

  • Incorporation:

     - (1) If the Company makes profits during the year, it should allocate 1% to 5% of the profits for the current year as employee remuneration and no more than 2.5% of the profits for the current year as director remuneration; The method of payment of employee remuneration is determined by a special resolution of the Board of Directors; employee remuneration and director remuneration should be reported to the shareholder meeting. However, when the Company still has accumulated losses, it should reserve the off-setting amount in advance.
    
        - The allocation basis is calculated on the balance of the profits for the current year (i.e., profits before tax and employee and director remuneration) after deducting accumulated losses.
    
    • 2.The estimation of the remuneration for employees, directors and supervisors in this period is based on the number of shares distributed to employees as remuneration.

      • Accounting treatment when the estimate and the actual distribution amount are different:

      • (1) The estimation of the remuneration for employees, directors and supervisors is based on the percentage range stated in the Company's Article of Incorporation.

      • (2) The basis for calculating the number of shares distributed to employees as remuneration: The Company did not distribute stock remuneration in 2020.

      • (3) Accounting treatment when the estimate and the actual distribution amount are different: The difference is mainly due to changes in estimate and will be adjusted to the 2021 profit and loss.

    • 3.Approval by the Board of Directors of remuneration distribution

      • (1) The amount of remuneration for employees, directors and supervisors distributed in cash or stocks. If the amount is different from the amount estimated in the year in which the expense is recognized, the amount of the difference, the reason for the difference and the treatment of the difference should be disclosed.

        • The Board of Directors approved the appropriation of NT$9,000,000 in cash for employee remuneration and NT$3,600,000 in cash for director remuneration, which are not different from the amounts recognized in the 2020 financial statements.
      • (2) The amount of employee remuneration in stock and its proportion to the sum of net profits after tax and total employee remuneration in the stand-alone financial statements for the period: There is nothing related to employee remuneration in stock in the shareholder meeting, so it is not applicable.

    • 4.The actual distribution of the remuneration for employees, directors and supervisors in the previous year, and if it is different from the remuneration recognized, the amount of the difference, the reason for the difference and the treatment of the difference should be disclosed.

      • The actual amount of remuneration for employees, directors and supervisors distributed by the Company in 2019 is not different from the amount recognized in 2019 financial statements. Please refer to Note 22. (8) of the Company's 2020 stand-alone financial statements.
    • 5.The Company’s remuneration for directors is in accordance with Article 20 of the Company's Article of Incorporation, and no more than 2.5% of the profits for the current year (i.e., profits before tax and employee and director remuneration) should be set aside as remuneration for directors. The Remuneration Committee will use the results of the self-evaluation of directors according to the "Management Measures for Remuneration for Directors and Managerial Officers" and the "Measures for the Performance Evaluation of the Board of Directors" as a reference and at the same time, will take into account the Company’s overall operating performance, the usual standard in the industry, personal management responsibilities, and performance contribution for reasonable remuneration.

  • (IX) Buy-back of the Company's shares: None

  • II. Issuance of corporate bonds: None

  • III. Preferred shares: None

  • IV. Issuance of global depository receipts: None

  • V. Employee stock option plan: None

  • VI. Employee restricted stock: None

  • VII. Issuance of new shares in connection with mergers or acquisitions of shares of other companies: None

  • VIII. Financing planning and implementation

The Company has not issued or privately placed securities to for any financial plans in the most recent year.

  • 44 -

Five. Operation overview

I. Business Activities

  • (I) Business scope

  • The Company's main business activities include:

    • a. Manufacturing, processing and sales of various wires, cables and accessories.

    • b. Smelting, manufacturing, processing and sales of various metals.

    • c. Manufacturing, processing and sales of various motors, electrical equipment and insulating materials. d. Piping engineering industry.

    • e. Import and export trade, agency and distribution of the preceding businesses.

  • The proportion of the Company’s current products in consolidated revenues:

    • 2020 revenues analysis: rubber cable 10.52%, communication cable 10.76%, XLPE power cable 49.92%, bare aluminum wire 2.81%, optical fiber 3.12%, service and engineering income 4.19%, and other 18.68%.
  • The Company's current major products:

    • a. Rubber cable

    • b. XLPE power cable

    • c. Communication cable (Including multi-pair communication cables, network cables, etc.)

    • d. Bare aluminum wire

    • e. Optical fiber cable

  • New products under plan to be developed:

In response to the rapid increase in demand for electricity in the general environment, the Company’s R&D for future new products is directed towards such products that are required for overhead power transmission system as super heat-resistant aluminum-clad steel core aluminum wires, heat-resistant composite core aluminum wires, domestic and foreign UHV power cables, low-smoke and non-halogen environmentally friendly cables, etc. In addition to power cables, there are also customized high-frequency USB electronic cables to meet the needs of electronic products as a future product development direction.

  • (II) Industry overview

  • Current state and development of the industry:

The wire and cable industry is a technology-intensive and capital-intensive industry. It is an important basic industry in our country and is indispensable for all public facilities, factories, commercial buildings, homes, vehicles and other information and electronic products and is a domestic demand-oriented industry, so the growth of the wire and cable industry is closely related to the prosperity of the upstream and downstream industries related to national public construction. Generally speaking, although the wire and cable industry is not a high-tech star industry with high growth rate, it has at least maintained at the economic growth rate and is a fairly mature but stable growing industry.

Due to the lack of natural minerals in our country, the production of domestic wire and cable relies on import of electrolytic copper plates from abroad, which are then processed as primary products. Generally speaking, the cost of copper accounts for a high proportion of the manufacturing cost of wires and cables. Therefore, the selling price of the finished products of the wire and cable industry in our country is likely to change considerably with the rise and fall of the international copper price. If the international copper price fluctuates sharply, it will have a certain impact on the wire and cable industry of our country.

  1. The correlation among the upstream, midstream and downstream industries:
Industrial
structure
Description
Upstream Raw materials suppliers for wires and cables such as copper, aluminum, optical fiber, and
insulatingouter coverings.
Midstream Manufacturers of low-voltage, medium-voltage, high-voltage, ultra-high-voltage power
cables, soft and hard stranded copper wires, communication wires, electronic wires,
optical fibers,etc.
Downstream Cable users of electric power, communication engineering, home appliances, information,
electronic system engineering,etc.
  • 45 -
Product name Major application
Power cable Transmission lines, high and low voltage distribution systems and indoor wiring of
buildings.
Communication
cable
Information and signal transmission lines for information, electronics, transmission
equipment,etc.
Electronic wire Internal wiringof information,home appliances,machineryand equipment.
  1. Development trend and competition landscape:

    • A. Currently, the wire and cable market is dominated by domestic sales, and due to the low entry barrier for general products, there are many domestic competitors, and the competitive advantage of the cable industry is mainly based on high value-added products.

    • B. Environmental awareness is on the rise, promoting energy saving and carbon reduction. The non-nuclear homeland in 2025 is the current policy and objective so the rising demand for green energy industries such as wind power generation is causing an impact on the traditional wire and cable market.

    • C. The boom or bust cycle of the domestic environment and the increase or decrease of the public engineering budget may affect the overall development of the wire and cable industry at any time.

    • D. The international copper price and exchange rate fluctuate drastically, which easily affects the accuracy of the cost estimate and the profitability of the cable industry.

  2. (III) Technology and R&D

  3. R&D expenses invested during the most recent year or during the current year up to the date of publication of the annual report.

the annual report.
Year
Item
R&D expenses

2020
Current year up to
March 31,2021
NT$4,460
thousand
NT$1,616
thousand

2. Technology or product successfully developed

  • 69KV, 161KV and 345KV ultra-high voltage power cables, Aluminum (lead) covered ultra-high voltage power cables below 400KV, ultra-high voltage optical fiber composite power cables, 15KV and 25KV cable accessories, cross-linked PE termite-proof cables, bare aluminum wire, heat-resistant steel core aluminum wire, Japanese snow-proof high-voltage overhead aluminum wire and steel core aluminum wire, heat-resistant composite core aluminum wire, rubber cable, heat-resistant cable, low-smoke, non-toxic and fire-resistant cable, communication cables below 3200 pairs, various types of optical fiber cables, Cat.6, Cat.7 network cables, CMP network cables, and USB3.1 TYPE C electronic cables.

  • Future annual R&D plan

High value-added products such as super heat-resistant steel core aluminum wires, power cables for green energy industry development, and UHV power cables for domestic and foreign markets, required for overhead power transmission systems.

  • (IV) Long-term and short-term business development plans Short-term business plan

  • (1) Actively seek public engineering tenders for 69/161/345KV ultra-high voltage cables

  • (2) Actively develop the global market for network routes.

  • (3) Foreign market for aluminum (lead) covered power cables below 400KV

  • (4) Improve production efficiency and reduce production costs for more orders and higher profits. Long-term business plan

  • (1) Actively integrate the manufacturing of overhead cables and UHV underground cables, the development of accessories, the design and construction of power systems, and lay out a foundation for turnkey projects for domestic and foreign power systems.

  • (2) Integrate the Group’s resources to deploy a global production and sales network, further cultivate domestic existing markets and expand overseas emerging markets.

  • (3) Participate in the development of the green energy industry, focus on the R&D of high value-added products and develop new markets.

  • 46 -

  • II. Market and production and sales overview

  • (I) Market analysis

    1. Sales area of the Company's major products In 2020, the proportion of domestic sales of wires and cables (including cooperative export sales) was 93.7%, and the proportion of export sales was 6.3%. Major export areas: Asia and the Americas.

    2. Market share According to Commonwealth Magazine's top 2000 manufacturing revenue ranking summary for the year of 2021, the Company’s overall ranking was 770th and 51th in the metal products industry.

    3. Future supply and demand of the market

      • In terms of domestic sales, wire and cable is a basic industry related to national construction and economic prosperity and high stability and long life cycle are its industrial characteristics . Although the market growth has slowed down in recent years, the government is still actively promoting the construction of various public engineering construction for the increase of electricity demand, the response and quality stability of power supply systems, the construction of metropolitan rapid transit systems, the modernization of telecommunication networks, the undergrounding of urban roads and cables, and the construction of transportation, etc., which still have a lot of demand for the wire and cable products and are expected to help our business.

The Company's wire and cable technology is sophisticated and our product line-up is complete. As one of the few companies in our country that have obtained the bidding qualification for Taiwan Power Company’s 345KV cable, the Company has a certain competitive edge over other players in the industry for government construction and related tenders.

In terms of export, the major markets are in Europe and the Americas. The Company’s major products internationally competitive, which have obtained ISO-9001 quality assurance, UL, as well as ETL and EC DELTA and other international safety and electrical certifications, etc and together with the outstanding sales and technical personnel cultivated by the Company for a long time will be a major advantage for the Company to expand overseas markets.

  1. Sales volume forecast and the basis

  2. The Company’s 2021 business target, after careful evaluation based on past sales performance and current order loading this year, the sales quantity of wires and cables is expected to be 45,000 kilometers.

  3. Competitive edge and favorable and unfavorable factors of development and corresponding tactics.

  4. Favorable:  The government is still actively promoting various construction projects, such as metropolitan rapid transit system, modernization of telecommunication network, undergrounding of urban roads and cables, power development projects, and transportation construction, which will positively benefit the wire and cable industry.

    • The product line-up is complete with many quality certifications.

    • with high-end product development capability.

  5. Unfavorable:  The public engineering budget is subject to political factors that affect the stability of wire and cable demand.

    • Copper prices and international raw materials fluctuate a lot, which has a greater impact on production costs and risk control.

    • There are many domestic and foreign cable manufacturers, and the price competition is fierce.

  6. Corresponding tactics: Pay attention to changes in international copper prices and raw materials at any time, and take risk control measure. And continue to upgrade production technology, accelerate the development of new products, carry out R&D work such as equipment improvement or automation to improve the competitiveness and added value of products.

Obtain product quality certification from various countries and develop different markets domestically and internationally without relying on a single product for a single market.

  • (II) Important application and production processes of major products

  • Bare copper wire: for the manufacture of various wire and cable conductors. Refined copper plate (raw material) → dissolving → casting → rolling → copper strip (semi-finished product) → drawing → copper wire (finished product)

  • Power cable: for transmitting power and current. Copper wire (raw material) → drawing wire → stranding wire → extrusion → coating → power wire (finished product)

  • (III) Supply of major raw materials

  • Bare copper wire: Mainly from Taiwan Sojitz Corporation, with stable material sources.

  • PVC powder: Mainly purchased from Yuan Jen Enterprise Co., Ltd.

  • 47 -

  • (IV) The names of suppliers and customers who have accounted for more than 10% of the total purchases (sales) in any of the most recent 2 years, their purchases (sales) amount and proportion, and the reasons for the increase or decrease

  • The names of major suppliers

Unit: Thousand NT$

2019 2019 2019 2019 2020 2020 2020 2020 As of the first quarter of 2021 As of the first quarter of 2021 As of the first quarter of 2021 As of the first quarter of 2021
Item Name Amount As a
percentage
of net
purchases
for the year
[%].
Relationship
with the issuer
Name Amount As a
percentage
of net
purchases
for the year
[%].
Relationship
with the issuer
Name Amount As a
percentage
of net
purchases
for the year
up to the
previous
quarter
[%].
Relationship
with the issuer
1 Supplier A 250,758
10.63

None
Supplier A 418,429
21.08

None
Supplier A 84,843
12.75

None
2 Supplier B 259,919
11.02

None
Supplier B 178,656
9.00

None
Supplier B 98,975
14.88

None
Others 1,847,368
78.35

None
Others 1,388,097
69.92

None
Others 481,426
72.37

None
Net purchases 2,358,045
100.00
Net purchases 1,985,182
100.00
Net purchases 665,244
100.00

Description: In response to the demand of production orders and supplier adjustments.

  1. The names of major customers

Unit: Thousand NT$

2019 2019 2019 2019 2020 2020 2020 2020 As of the first quarter of 2021 As of the first quarter of 2021 As of the first quarter of 2021 As of the first quarter of 2021
Item Name Amount As a
percentage
of net
sales for
the year
[%].

Relationship
with the issuer
Name Amount As a
percentage of
net sales for
the year [%].
Relationship
with the
issuer
Name Amount As a
percentage of
net sales for
the year up to
the previous
quarter[%].
Relationship
with the
issuer
1 Customer A 1,194,682
43.40

None
Customer A 1,517,943 53.85 None Customer A 319,381
39.35

None
2 Customer B 297,879
10.82

None
Customer B 91,688 3.25 None Customer B 1,053
0.13

None
Others 1,260,295
45.78

None
Others 1,209,028 42.90 None Others 491,284
60.52

None
Net purchases
2,752,856

100.00
Net purchases 2,818,659 100.00 Net purchases 811,718
100.00

Description: There are differences due to customer sales and tender delivery.

  • 48 -

(V) Production quantity and amount for the most recent two years

Unit: Quantity: Metric tons; Core meter Amount: Thousand NT$

Year 2019 2020
Production Production
Major products Capacity
quantity
Production amount Capacity
quantity
Production amount
Rbb bl 15000 2896 293079 15000 2777 264467
uer cae , , , , , ,
Clikd PE Wi Cbl 18000 5774 1068670 18000 7066 1241636
ross-ne re ae , , ,, , , ,,
Citi bl 7000 1808 402088 7000 1569 288123
ommuncaon cae , , , , , ,
B li i 5400 879 63783 5400 652 48148
are aumnum wre , , , ,
Otil fib 350000 132068 210153 350000 55670 66036
pca er , , , , , ,
Bare copper wire - 51 9,049 - 113 25,121
Oh 427 381276 330 424265
ters - , - ,
Total 2,428,098 2,357,796
  • 49 -

(VI) Sales quantity and amount for the most recent two years

Unit: Quantity: Metric tons; Core meter Amount: Thousand NT$

Year
Sales quantity and amount
Majorproducts
Year
Sales quantity and amount
Majorproducts

2019

2019
2020 2020
Sales quantity Sales amount Sales quantity
Sales amount
Plastic
Wire
Cable
Domestic sales 2,925 309,995 2,962 295,695
Export sales 5 807 2 1,379
Total 2,930 310,802 2,964 297,074
Cross-linked PE
Wire
Cable
Domestic sales 5,090 1,166,769 5,811 1,344,932
Export sales 0 0 556 64,151
Total 5,090 1,166,769 6,367 1,409,083
Communication
Cable
Domestic sales 1,242 234,263 1,228 214,620
Export sales 561 141,198 403 89,194
Total 1,803 375,461 1,631 303,814
Bare aluminum wire Domestic sales 1,029 109,172 780 79,305

Export sales
0 0 0 0
Total 1,029 109,172 780 79,305
Optical fiber Domestic sales 127,557 228,065 59,646 88,112
Export sales 227 386 0 0
Total 127,784 228,451 59,646 88,112
Bare copper wire Domestic sales 23 4,974 0 142
Export sales 0 0 0 0
Total 23 4,974 0 142
Engineering Domestic sales 0 105,339 0 118,230
Export sales 0 0 0 0
Total 0 105,339 0 118,230
Others Domestic sales 1,002 451,884 309 499,765
Export sales 0 5 55 23,134
Total 1,002 451,889 364 522,899
Total Domestic sales 138,868 2,610,461 70,736 2,640,801
Export sales 793 142,396 1,016 177,858
Total 139,661 2,752,857 71,752 2,818,659
  • 50 -

III. The number of employees for the most recent 2 years, and during the current year up to the date of publication of the annual report, their average years of service, average age, and education distribution.

Year 2019 2020 Current year up to
March 31,2021
Number of
employees
Management 61 57 57
Technical staff 37 35 37
Operator 138 136 133
Total 236 228 227
Average age 41.26 43.86 43.56
Average years of service 11.17 12.45 12.37
Education
distribution %
Doctorate 0 0 0
Master 0.85 0.88 0.88
University and college 31.78 31.58 31.72
High school 55.08 54.82 54.19
Below high school 12.29 12.72 13.21
  • IV. Information on environmental protection expenditure: The losses suffered due to environmental pollution in the most recent year and in the current year up to the date of publication of the annual report (including penalty and violations of environmental protection laws and regulations resulted from environmental protection audits. The date, content, and reference number of the penalty, the provisions and contents of the laws and regulations violated should be listed), and disclose the estimated amount and corresponding measures that may occur at present and in the future and if it is impossible to make a reasonable estimate, the fact that it is impossible to make a reasonable estimate should be stated): None.

V. Labor Relation

  • (I) Employee welfare programs, continuing education, training, retirement systems and their implementation, as well as labor-management agreements and various employee rights protection measures.

  • Employee welfare programs, continuing education, training

    • The Company attaches great importance to employee welfare and provides various welfare programs, including dormitories, uniforms, meals, etc. and also organizes various travel activities and provides our employees with various training opportunities to improve their professional knowledge.

2020 employee education and training summary

Course type Total course hours Expenditure(NT$)
1. Business management
2. Labor safety and health
3. Laws and regulations
4. Professional techniques
1,087 130,590

2. Retirement systems and implementation

  • (1) The Company’s retirement program is implemented in accordance with the Labor Standards Act, and a Supervisory Committee of Labor Retirement Reserve has been established to ensure labor rights.

  • 51 -

    • (2) The Company’s employee retirement program formulated in accordance with the "Labor Pension Act" is a defined contribution pension plan. Starting from July 1, 2005, 6% of the Company has contributed 6% of employees’ monthly salaries to the Bureau of Labor Insurance's individual pension fund account.

    • (3) The Company’s employee retirement program formulated in accordance with the "Labor Standards Act" is a defined contribution pension plan. Employees’ pensions are calculated based on their years of service and average salary (base) of the six months before the approved retirement date. The Company contributes 2% of employees' monthly salaries to Bank of Taiwan's pension fund account, which is deposited by the Supervisory Committee of Labor Retirement Reserve in the name of the committee.

  • Labor-management agreement: The Company's labor-management relationship is cordial, and no labor-management disputes or losses have occurred.

  • Employee rights protection measures: The Company follows the Labor Standards Act as the basic criteria for all of its regulations, and holds regular labor-management meetings to discuss and negotiate on labor rights and interests, and has a complete announcement system to publish the policies and benefits implemented by the Company from time to time.

  • (II) Losses incurred due to labor-management disputes in the most recent year and in the current year up to the date of the publication of the annual report (including violations of the Labor Standards Act resulted from labor inspection, the date, content, and reference number of the penalty, the provisions and contents of the laws and regulations violated should be listed) and disclose the estimated amount and corresponding measures that may occur at present and in the future : None.

VI. Important Contracts:

Nature of the
contracts
The parties involved Contract start and end date Main content Restriction
clause
Sales contract Central Mint December 2020 ~ May 2021 Electrolytic copper
plates
None
Sales and
Installation
Contract
FORMOSA CHEMICALS
INDUSTRIES (NINGBO)
LIMITED COMPANY
January 2020 ~ December
2021
132KV cable,
equipment and
installation
None
Purchase
contract
Taiwan Sojitz Corporation March 2020 ~ December 2021 Electrolytic copper
plates
None
Purchase
contract
Cuprime Material Co.,
Ltd.
February, 2021 Electrolytic copper
plates
None
Purchase
contract
MITSUI & CO.,LTD March 2020 ~ March 2021 Electrolytic copper
plates
None
Purchase
contract
NOBLE RESOURCES April 2020 ~ June 2021 Electrolytic copper
plates
None
  • 52 -

Six. Finance Overview

  • I. Condensed balance sheets and comprehensive income statements for the most recent 5 years (I) Condensed balance sheets - IFRS (stand-alone)

Unit: Thousand NT$

Unit: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$
Year
Item
Financial information for the most recent 5 years
2016 2017 2018 2019 2020
Current assets 2,096,354 2,221,124 2,252,047 2,516,473 2,340,474
Property, plant and equipment 1,397,313 1,328,149 1,238,375 1,175,721 1,389,644
Net investmentproperty 198,422 198,495 195,793 195,156 192,936
Intangible assets 86 39 0 0 0
Other assets 530,867 641,033 544,825 734,539 1,106,161
Total assets 4,223,042 4,388,840 4,231,040 4,621,889 5,029,215
Current
liabilities
Before
distribution
219,185 268,330 282,025 461,906 374,131
After
distribution
291,445 340,590 354,285 534,164 Not yet
distributed
Non-current liabilities 30,162 34,288 31,774 50,761 39,490
Total liabilities Before
distribution
249,347 302,618 313,799 512,667 413,621
After
distribution
321,607 374,878 386,059 584,925 Not yet
distributed
Equity attributable to
shareholders of theparenther
3,973,695 4,086,222 3,917,241 4,109,222 4,615,594
Capital stock 2,408,647 2,408,647 2,408,647 2,408,647 2,408,647
Capital surplus 648,415 576,155 503,895 431,635 359,377
Retained
earnings
Before
distribution
1,157,864 1,237,911 1,226,029 1,280,177 1,526,992
After
distribution
1,157,864 1,237,911 1,226,029 1,280,177 Not yet
distributed
Other equity (241,231) (136,491) (221,330) (11,237) 320,578
Treasurystock 0 0 0 0 0
Non-controllinginterests 0 0 0 0 0
Before
distribution
3,973,695 4,086,222 3,917,241 4,109,222 4,615,594
Total equity After
distribution
3,901,435 4,013,962 3,844,981 4,036,964 Not yet
distributed

Note: The financial information of the Company for the most recent 5 years has been audited and attested by CPA.

  • 53 -

Condensed comprehensive income statement - IFRS (stand-alone)

Unit: Thousand NT$

Unit: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$
Year
Item
Financial information for the most recent 5 years
2016 2017 2018 2019 2020
Operatingrevenues 1,963,740 2,114,292 2,114,672 2,752,856 2,818,659
Operating gross
profits(losses)
138,080 185,708 108,692 171,243 344,521
Operating profits
(losses)
44,199 81,019 15,132 63,651 245,288
Non-operating
income and expense
18,071 19,499 1,759 17,766 48,875
Net profits before
tax
62,270 100,518 16,891 81,417 294,163
Net profits (losses)
for the period from
continuingoperations
53,687 83,332 (10,487) 67,942 241,980
Losses from
discontinued operations
0 0 0 0 0
Net profits (losses)
for theperiod
53,687 83,332 (10,487) 67,942 241,980
Other
comprehensive income
for the period
(Net after tax)
11,089 101,455 (86,234) 196,299 336,650
Total comprehensive
income for theperiod
64,776 184,787 (96,721) 264,241 578,630
Net profits
attributable to
shareholders of the
parent
53,687 83,332 (10,487) 67,942 241,980
Net profits
attributable to
non-controlling
interests
0 0 0 0 0
Comprehensive
income attributable to
shareholders of the
parent
64,776 184,787 (96,721) 264,241 578,630
Comprehensive
income attributable to
non-controlling
interests
0 0 0 0 0
Earningsper share 0.22 0.35 (0.04) 0.28 1.00

Note: The financial information of the Company for the most recent 5 years has been audited and attested by CPA.

  • 54 -

Condensed balance sheets - IFRS (consolidated)

Unit: Thousand NT$

Unit: Thousand NT$
Year
Item

Financial information for the most recent 5 years
Financial information
for the current year up
to March 31, 2021
(note 1)
2016 2017 2018 2019 2020
Current assets 2,116,258 2,262,005 2,289,841 2,552,613 2,373,258 2,448,104
Property, plant and equipment 1,401,184 1,356,192 1,265,503 1,201,934 1,415,027 1,402,789
Net investmentproperty 198,422 198,495 195,793 195,156 192,936 192,253
Intangible assets 86 39 0 0 0 0
Other assets 508,676 575,980 483,632 681,436 1,055,733 1,156,313
Total assets 4,224,626 4,392,711 4,234,769 4,631,139 5,036,954 5,199,459
Current
liabilities
Before
distribution
220,769 272,201 285,754 466,820 378,232 364,971
After
distribution
293,029 344,461 358,014 539,078 Not yet
distributed
Not applicable
Non-current liabilities 30,162 34,288 31,774 55,097 43,128 39,569
Total liabilities Before
distribution
250,931 306,489 317,528 521,917 421,360 404,540
After
distribution
323,191 378,749 389,788 Not yet
distributed
Not yet
distributed
Not applicable
Equity attributable to
shareholders of theparenther
3,973,695 4,086,222 3,917,241 4,109,222 4,615,594 4,794,919
Capital stock 2,408,647 2,408,647 2,408,647 2,408,647 2,408,647 2,408,647
Capital surplus 648,415 576,155 503,895 431,635 359,377 355,342
Retained
earnings
Before
distribution
1,157,864 1,237,911 1,226,029 1,280,177 1,526,992 1,603,279
After
distribution
1,157,864 1,237,911 1,226,029 1,280,177 Not yet
distributed
Not applicable
Other equity (241,231) (136,491) (221,330) (11,237) 320,578 427,651
Treasurystock 0 0 0 0 0 0
Non-controllinginterests 0 0 0 0 0 0
l i Before
distribution
3,973,695 4,086,222 3,917,241 4,109,222 4,615,594 4,794,919
Tota equty After
distribution
3,901,435 4,013,962 3,844,981 4,036,964 Not yet
distributed
Not applicable

Note: The financial information of the Company for the most recent 5 years has been audited and attested by CPA, and the consolidated financial information for the first quarter of 2021 has been reviewed by CPA.

  • 55 -

Condensed comprehensive income statement - IFRS (consolidated)

Unit: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$
Year
Item

Financial information for the most recent 5 years
Current year up to
March 31, 2021
Financial
information
(Note)
2016 2017 2018 2019 2020
Operatingrevenues 1,969,422 2,119,260 2,119,659 2,757,736 2,822,947 812,470
Operating gross profits
(losses)
134,949 179,366 104,071 167,801 340,905 116,244
Operating profits(losses) 39,263 72,893 9,193 59,080 240,642 91,079
Non-operating income
and expense
23,007 27,625 7,698 22,337 53,521 (7,879)
Net profits (losses)
before tax
62,270 100,518 16,891 81,417 294,163 83,200
Net profits (losses) for
the period from
continuingoperations
53,687 83,332 (10,487) 67,942 241,980 67,567
Losses from discontinued
operations
0 0 0 0 0 0
Net profits (losses) for
theperiod
53,687 83,332 (10,487) 67,942 241,980 67,567
Other comprehensive
income for the period
(Net after tax)
11,089 101,455 (86,234) 196,299 336,650 115,793
Total comprehensive
income for theperiod
64,776 184,787 (96,721) 264,241 578,630 183,360
Net profits attributable to
shareholders of theparent


53,687
83,332 (10,487) 67,942 241,980 67,567
Net profits attributable to
non-controllinginterests
0 0 0 0 0 0
Comprehensive income
attributable to
shareholders of the
parent
64,776 184,787 (96,721) 264,241 578,630 183,360
Comprehensive income
attributable to
non-controllinginterests
0 0 0 0 0 0
Earningsper share 0.22 0.35 (0.04) 0.28 1.00 0.28

Note: The financial information of the Company for the most recent 5 years has been audited and attested by CPA, and the consolidated financial information for the first quarter of 2021 has been reviewed by CPA.

  • 56 -

(II) The name of CPA for the most recent 5 years and the audit opinions

Item
Year

The name of CPA
Audit opinion
2016 Deloitte and Touche
Qingzhen Yang,Zeli Gong
An unqualified
opinion
2017 Deloitte and Touche
Zeli GongJingtingYang
An unqualified
opinion
2018 Deloitte and Touche
Zeli GongJingtingYang
An unqualified
opinion
2019 Deloitte and Touche
Zeli GongJingtingYang
An unqualified
opinion
2020 Deloitte and Touche
Zeli GongWenyuan Zhuang
An unqualified
opinion
  • 57 -

II. Financial analysis for the most recent 5 years - IFRS (stand-alone)

Analysis Year
item
Financial information for the most recent 5 years Financial information for the most recent 5 years Financial information for the most recent 5 years Financial information for the most recent 5 years Financial information for the most recent 5 years
2016 2017 2018 2019 2020
Capital
structure %
Debts to assets ratio(Note 1) 5.90 6.90 7.42 11.09 8.22
Long-term
capital
to
property,
plant,
and
equipment ratio


250.91
269.91 275.35 302.31 294.15
Liquidity
%
Current ratio 956.43 827.76 798.53 544.80 625.58
Quick ratio 748.81 619.86 587.68 364.34 422.85
Interests coverage multiplier
(Note 2)
1,154.15 2,452.66 412.98 226.53 994.79
Operating
performance
Accounts receivable turnover
rate(times)
2.52 3.71 4.75 5.88 6.51
Average collection days 144 98 76 62 56
Inventory turnover rate
(times)
3.49 3.86 3.53 3.68 3.14
Accounts payable turnover
rate(times)
11.75 15.94 12.96 10.00 8.72

Average sales days
105 95 103 99 116
Property,
plant
and
equipment
turnover
rate
(times)


1.48
1.54 1.64 2.27 2.18
Total assets turnover rate
(times)
0.46 0.49 0.49 0.62 0.58
Profitability Return on assets(%)(Note 2) 1.25 1.94 (0.24) 1.54 5.02
Return on equity (%)(Note 2) 1.35 2.07 (0.26) 1.69 5.55
Profits before tax to paid-in
capital (%) (Note 2)
2.59 4.17 0.70 3.38 12.21
Net profits margin (%)
(Note 2)
2.73 3.94 (0.50) 2.47 8.58
Earnings per share
(NT$)(Note 2)
0.22 0.35 (0.04) 0.28 1
Cash flow Cash flow ratio(%)(Note 3) 215.04 90.55 67.97 (51.30) 111.11
Cash flow adequacy ratio
(%)(Note 3)
180.40 83.30 65.24 47.48 98.09
Cash flow reinvestment
ratio(Note 3)
7.85 3.36 2.39 (6.19) 6.57
Leverage Operatingleverage(Note 4) 4.74 3.16 11.84 3.65 1.58
Financial leverage 1.00 1.00 1.00 1.01 1.00
Please explain the reasons for the changes in various financial ratios for the most recent 2 years: (increase or
decrease is more than 20%)
Note 1: The debt ratio decreased due to the purchase of new offices in 2020
Note 2. Due to the difference in sales mix, the gross profit margin increased significantly in 2020, resulting in an
increase in net profits before and after tax, which led to an increase in the respective ratios.
Note 3: Net cash flow from operating activities increased and the related ratios increased due to the significant
increase in net profits before tax and the collection of accounts receivable.
Note 4: Operating profits increased and operating leverage decreased due to higher gross profit margin.
  • 58 -

Financial analysis - IFRS (consolidated)

Analysis Year
item
Financial information for the most recent 5 years Financial information for the most recent 5 years Financial information for the most recent 5 years Financial information for the most recent 5 years Financial information for the most recent 5 years Current year up
to March 31,
2021
Financial
information
2016 2017 2018 2019 2020
Capital
structure %
Debts to assets ratio (Note 1) 5.94 6.98 7.50 11.27 8.37 7.78
Long-term capital to property,
plant,and equipment ratio

250.30
265.04 270.24 298.07 289.73 303.09
Liquidity % Current ratio 958.58 831.01 801.33 546.81 627.46 670.77

Quick ratio
751.00 624.92 592.34 367.76 426.48 448.68

Interests coverage multiplier
(Note 2)
1,154.15 2,452.66 412.98 191.67 818.12 2,134.33
Operating
performance
Accounts receivable turnover
rate(times)
2.53 3.72 4.76 5.89 6.51 10.37
Average collection days 144 98 77 62 56 35
Inventory turnover rate
(times)
3.49 3.86 3.53 3.68 3.15 3.6

Accounts payable turnover
rate(times)
11.79 16.01 13.01 10.03 8.75 13.5
Average sales days 105 95 103 99 116 103
Property, plant and equipment
turnover rate(times)

1.48
1.53 1.61 2.22 2.15 2.30
Total assets turnover rate
(times)
0.46 0.49 0.49 0.62 0.58 0.63
Profitability Return on assets (%)(Note 2) 1.25 1.93 (0.24) 1.54 5.01 5.28
Return on equity (%)(Note 2) 1.35 2.07 (0.26) 1.69 5.55 5.74

Profits before tax to paid-in
capital (%)(Note 2)
2.59 4.17 0.70 3.38 12.21 3.45
Net profits margin (%)
(Note 2)
2.73 3.93 (0.49) 2.46 8.57 8.32
Earnings per share
(NT$)(Note 2)
0.22 0.35 (0.04) 0.28 1 0.28
Cash flow Cash flow ratio (%)(Note 3) 210.37 87.61 65.94 (51.32) 109.27 (3.15)
Cash flow adequacy ratio (%)
(Note 3)
160.96 77.45 60.01 44.25 96.27 56.91
Cash flow reinvestment ratio
(Note 3)
7.70 3.27 2.32 (6.24) 6.51 (0.21)
Leverage Operating leverage (Note 4) 5.26 3.42 19.03 3.89 1.60 1.15
Financial leverage 1.00 1.00 1.00 1.01 1.00 1.00
Please explain the reasons for the changes in various financial ratios for the most recent 2 years: (increase or decrease is
more than 20%)
Note 1: The debt ratio decreased due to the purchase of new offices in 2020
Note 2. Due to the difference in sales mix, the gross profit margin increased significantly in 2020, resulting in an
increase in net profits before and after tax, which led to an increase in the respective ratios.
Note 3: Net cash flow from operating activities increased and the related ratios increased due to the significant
increase in net profits before tax and the collection of accounts receivable.
Note 4: Operating profits increased and operating leverage decreased due to higher gross profit margin.
  • 59 -

Note 1: The financial information of the Company for the most recent 5 years has been audited and attested by CPA, and the consolidated financial information for the first quarter of 2021 has been audited and attested by CPA. Note 2: Financial analysis formula:

  1. Capital structure (1) Debts to assets ration = total liabilities/total assets (2) Long-term capital to property, plant, and equipment ratio = (total equity + non-current liabilities)/net property, plant, and equipment

  2. Liquidity (1) Current ratio = current assets/current liabilities

  3. (2) Quick ratio = (current assets - inventory - prepaid expenses)/current liabilities (3) Interests coverage multiplier = net profits before tax and interest expense/interest expense for the period

  4. Operating performance (1) Receivable (including accounts receivable and notes receivable from business operations) turnover rate = net sales / balance of average accounts receivable for various periods (including accounts receivable and notes receivable from business operations).

  5. (2) Average collection days = 365/accounts receivable turnover rate

  6. (3) Inventory turnover rate = costs of goods sold/average inventory (4) Payable (including accounts payable and notes payable from business operations) turnover rate = costs of goods sold / balance of average accounts payable for various periods (including accounts payable and notes payable from business operations).

  7. (5) Average sales days = 365/inventory turnover rate

  8. (6) Property, plant, and equipment turnover rate = net sales/average property, plant, and equipment (7) Total assets turnover rate = net sales/average total assets

  9. Profitability (1) Return on assets = [net profits after tax + interest expense x (1 - tax rate)]/average total assets

  10. (2) Return on equity = net profits after tax/average total equity

  11. (3) Net profits margin = net profits after tax/net sales

  12. (4) Earnings per share = (net profits attributable to shareholders of the parent - preferred stock dividend)/weighted average number of shares outstanding

  13. Cash flow (1) Cash flow ratio = net cash flow from operating activities/current liabilities. (2) Cash flow adequacy ratio = sum of net cash flow from operating activities for the most recent 5 years / sum of capital expenditures, inventory additions, and cash dividend for the most recent 5 years

  14. (3) Cash flow reinvestment ratio = (net cash flow from operating activities - cash dividend) / (gross property, plant, and equipment + long-term investment + other non-current assets + working capitals).

  15. Leverage (1) Operating leverage = (net operating revenues - variable operating costs and expenses) / operating profits.

  16. (2) Financial leverage = operating profits / (operating profits - interest expense).

  17. 60 -

III. Audit Committee’s review report of the financial statements for the most recent year

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

Audit Committee’s Review Report

The Board of Directors prepared the Company’s 2020 business report, financial statements (stand-alone and consolidated) and earnings distribution proposal. CPA Zeli Gong and Wenyuan Zhuang from Deloitte and Touche have audited the financial statements (stand-alone and consolidated) and have issued an audit report. The above-mentioned business report, financial statements (stand-alone and consolidated) and earnings distribution proposal have been reviewed by the Audit Committee and no discrepancies have been found and a report was prepared for your review according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

To

The 2021 regular shareholder meeting of HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

Chairperson of the Audit Committee:

May 11, 2021

  • 61 -

  • IV. Financial statements for the most recent year: Please refer to pages 75 to 139.

  • V. The stand-alone financial statements of the Company for the most recent year, audited and attested by CPA: Please refer to pages140 to219.

  • VI. If the Company or its affiliates have experienced financial difficulties in the most recent year or during the current year up to the date of publication of the annual report, their effects on the Company’s financial status should be described: None.

  • 62 -

Seven. Review and analysis of financial status and financial performance and risk

I. Review and analysis of financial status - IFRS (consolidated)

Review and analysis of financial status - IFRS (consolidated) Review and analysis of financial status - IFRS (consolidated) Review and analysis of financial status - IFRS (consolidated)
Unit: Thousand NT$
Year
Item
2020 2019 Difference
Amount %
Current assets 2,373,258 2,552,613 (179,355) (7.03)
Property, plant and equipment 1,415,027 1,201,934 213,093 17.73
Net investmentproperty 192,936 195,156 (2,220) (1.14)
Intangible assets 0 0 0 0
Other assets(Note 1) 1,055,733 681,436 374,297 54.93
Total assets 5,036,954 4,631,139 405,815 8.76
Current liabilities 378,232 466,820 (88,588) (18.98)
Non-current liabilities(Note 2) 43,128 55,097 (11,969) (21.72)
Total liabilities 421,360 521,917 (100,557) (19.27)
Equity attributable to shareholders of the
parenther
4,615,594 4,109,222 506,372 12.32
Capital stock 2,408,647 2,408,647 0 0
Capital surplus 359,377 431,635 (72,258) (16.74)
Retained earnings 1,526,992 1,280,177 246,815 19.28
Other equity (Note 3) 320,578 (11,237) 331,815 (2,952.88)
Treasurystock 0 0 0 0
Non-controllinginterests 0 0 0 0
Total equity 4,615,594 4,109,222 506,372 12.32
The explanation is as follows: items with a more than 20% change and the amount of the change is more than
NT$10 million between the previous and the current period
Note 1: Other assets: Mainly due to the increase in financial assets measured at fair value through other
comprehensive income - non-current (including additions and annual valuation adjustments)
Note 2: Non-current liabilities: Due to the newly purchased office in Taipei in 2020, the lease of the old office
was not renewed upon expiration, resulting in a decrease in lease liabilities - non-current.
Note 3: Other equity: Increase in unrealized valuation gain or loss on financial assets measured at fair value
through other comprehensive income.
  • 63 -

  • II. Review and analysis of financial performance - IFRS (consolidated)

Unit: Thousand NT$ Increase
(decrease)
amount
Change (%)
65,211
2.36
(107,893)
(4.17)
173,104
103.16
(8,458)
(7.78)
181,562
307.32
31,184
139.61
212,746
261.30
38,708
287.26
174,038
256.16
140,351
71.50
314,389
118.98
Unit: Thousand NT$ Increase
(decrease)
amount
Change (%)
65,211
2.36
(107,893)
(4.17)
173,104
103.16
(8,458)
(7.78)
181,562
307.32
31,184
139.61
212,746
261.30
38,708
287.26
174,038
256.16
140,351
71.50
314,389
118.98
Year
Item
2020 2019 Increase
(decrease)
amount
Change (%)
Net operatingrevenues 2,822,947 2,757,736 65,211 2.36
Operatingcosts 2,482,042 2,589,935 (107,893) (4.17)
Operating grossprofits(Note 1) 340,905 167,801 173,104 103.16
Operatingexpenses 100,263 108,721 (8,458) (7.78)
Operating profits(Note 1) 240,642 59,080 181,562 307.32
Non-operatingincome and expense(Note 2) 53,521 22,337 31,184 139.61
Profits before tax(Note 3) 294,163 81,417 212,746 261.30
Tax expense(Note 4) 52,183 13,475 38,708 287.26
Netprofits(losses)for theperiod(Note 5) 241,980 67,942 174,038 256.16
Net other comprehensive income for the
period (Note 6)

336,650
196,299 140,351 71.50
Comprehensive income for theperiod(Note 7) 578,630 264,241 314,389 118.98

Analysis and explanation of increase or decrease % (items with a more than 20% change and the amount of the change is more than NT$10 million between the previous and the current period)

Note 1. Operating gross profit/operating profit for the period increased significantly due to different product mix

and improved production efficiency.

  • Note 2. The increase in non-operating income was mainly due to the increase in dividend income and unrealized

gold valuation gains, and the absence of loss on disposal of affiliated companies and impairment loss on

property, plant and equipment for the year.

Note 3. increased due to the combined reasons of the Notes 1 and 2 above.

Note 4. Income tax expense based on the statutory tax rate increased due to the increase in net profits for the period. Note 5. increased due to the combined reasons of the Notes 3 and 4 above.

Note 6. The increase in unrealized valuation benefits from investments in equity instruments measured at fair value

through other comprehensive income.

Note 7. increased due to the combined reasons of the Notes 5 and 6 above.

  • 64 -

  • III. Review and analysis of cash flow (i). Analysis of changes in cash flow for the most recent year

Review and analysis of cash flow
(i). Analysis of changes in cash flow for the most recent year
Review and analysis of cash flow
(i). Analysis of changes in cash flow for the most recent year
Review and analysis of cash flow
(i). Analysis of changes in cash flow for the most recent year
Review and analysis of cash flow
(i). Analysis of changes in cash flow for the most recent year
Unit: Thousand NT$ Year
Item
2020
2019
Increase (decrease) %
Cash flow ratio
109.27
(51.32)
(312.92%)
Cash flow adequacyratio
96.27
44.25
117.56%
Cash flow reinvestment ratio
6.51
(6.24)
(204.33%)
Analysis and explanation of increase or decrease %: (increase or decrease is more than 20%)
Net cash flow from operating activities increased and the related ratios increased due to the significant
increase in net profits before tax and the collection of accounts receivable.
Year
Item

2020
2019 Increase (decrease) %
Cash flow ratio 109.27 (51.32) (312.92%)
Cash flow adequacyratio 96.27 44.25 117.56%
Cash flow reinvestment ratio 6.51 (6.24) (204.33%)
Analysis and explanation of increase or decrease %: (increase or decrease is more than 20%)
Net cash flow from operating activities increased and the related ratios increased due to the significant
increase in net profits before tax and the collection of accounts receivable.

(ii). Analysis of cash liquidity for the coming year

(ii). Analysis of cash liquidity for the coming year (ii). Analysis of cash liquidity for the coming year (ii). Analysis of cash liquidity for the coming year (ii). Analysis of cash liquidity for the coming year (ii). Analysis of cash liquidity for the coming year (ii). Analysis of cash liquidity for the coming year
Unit: Thousand NT$ Cash balance as
of 2020.12.31
Estimated 2021 net cash
flow from operating
activities
Estimated 2021
cash outflow
Estimated cash
balance (shortfall)
+-
Remedies for estimated cash
shortfall
Investment
plan
Financing
plan
684,882
300,000
650,000
334,882
--
--
Cash balance as
of 2020.12.31
Estimated 2021 net cash
flow from operating
activities
Estimated 2021
cash outflow
Estimated cash
balance (shortfall)
+-
Remedies for estimated cash
shortfall
Investment
plan
Financing
plan
684,882 300,000 650,000 334,882 --
--
  • IV. Effect of major capital expenditures on finance and business matters in the most recent year: No major capital expenditure plans in 2020.

  • V. Reinvestment policy for the most recent year, the main reasons for profit or loss, improvement plan and investment plan for the coming year.

  • (1) Investment policy for the most recent year: The Company's reinvestments are made with long-term operations as the development strategy. In view of the frequent food safety scandals in recent years, the Company invested in the Muchon Organic Farm Co., Ltd. in July 2014 in order to further cultivate the market and explore the opportunities of organic agriculture.

  • (2) Overview of the gain and loss from major investments in the most recent year: Please refer to the note 34.(ii) to the 2020 financial statements. The main reason for the loss is that it takes time to establish a brand image and expand market but best efforts will be made to establish various marketing channels and participate in the organic agriculture market to break through the existing bottleneck. The profitability status has gradually improved compared with the previous period.

  • (3) Investment plan for the coming year: To conservatively adapt to the reinvested enterprises and continue to cultivate the organic agriculture market.

  • VI. Risk

  • (I) The impact of the changes in interest rate and exchange rate, and inflation on the Company’s profitability in the most recent year and in the current year up to the date of publication of the annual report and future corresponding measures

    1. The impact of the change in interest rate on the Company’s profitability in the most recent year and in the current year up to the date of publication of the annual report and future corresponding measures

      • As of December 31, 2020, the balance of borrowing was NT$0 thousand. If interest rate would increase (decrease) by one yard (0.25% per annum), the net profits before tax would decrease (increase) by NT$0 thousand, and the impact of interest expense on earnings per share for the year would be NT$0.

The Company's corresponding measures to changes in interest rate:

  • (1) Actively seek preferential interest rate from financial institutions and plan and control capital positions.

  • (2) Regularly evaluate the loan interest rate of financial institutions and obtain the average market interest rate to stay in the most favorable loan interest rate range.

  • 65 -

  • The impact of the change in exchange rate on the Company’s profitability in the most recent year and in the current year up to the date of publication of the annual report and future corresponding measures The exchange profit in 2020 was NT$1,770 thousand, and the impact on earnings per share was NT$(0.007).

    • The Company's corresponding measures to changes in exchange rate:

    • (1) Adopt natural hedging of the same currency between receipt and payment.

    • (2) Depending on the demand for capital and the fluctuation of exchange rate, stay in contact with bank foreign exchange units, pay attention to the trend of exchange rate, and make proper use of foreign currency accounts to adjust the foreign currency positions held.

  • The impact of inflation on the Company’s profitability in the most recent year and in the current year up to the date of publication of the annual report and future corresponding measures The Company's products are not general consumer products, so inflation has no specific impact on the Company.

  • (II) Policies on high-risk, highly-leveraged investments, lending funds others, endorsement and guarantee, and derivatives transactions in the most recent year and in the current year up to the date of publication of the annual report, major reasons for gain or loss, and future corresponding measures:

  • The Company did not engage in high-risk, highly-leveraged investments in the most recent year.

  • The Company and its affiliates have conducted relevant transactions in accordance with the "Operating Procedures for Lending Funds to Others", "Implementation Measures of Endorsement and Guarantee" and "Processing Procedures for Engagements in Derivatives Transactions". In the most recent year, the Company and its affiliates did not engage in lending funds to others, endorsement or guarantee, or derivatives transactions.

  • (III) Future R&D plans and estimated R&D expenses during the most recent year or during the current year up to the date of publication of the annual report: It is estimated that the R&D investment in 2021 will be NT$6.5 million, which will continue to be targeted at high value-added products such as super heat-resistant steel core aluminum wires, power cables for green energy industry development, and UHV power cables for domestic and foreign markets, required for overhead power transmission systems.

  • (IV) The impact of important domestic and foreign policy and legal changes on the Company's finance and business in the most recent year and in the current year up to the date of publication of the annual report and corresponding measures: None.

  • (V) The impact of important changes in technology or industry on the Company's finance and business in the most recent year and in the current year up to the date of publication of the annual report and corresponding measures: None.

  • In terms of information security risk control, the Company has established and implemented an information security management policy and its information security specifications are as follows:

  • When connecting to the external network, the system is equipped with firewall and anti-virus software to strengthen the security of the information management system.

  • Strengthen propaganda to prevent employees from sending, receiving or downloading emails or software that are not related to business, and eliminate the chance of computer virus infection.

  • Transmission of company-related information via e-mail is prohibited without the authorization of the officer in charge.

  • Encrypt important software or files and update passwords regularly to avoid misappropriation or plagiarism.

  • If employees need other network services, they should submit an application to the officer in charge for approval and have an evaluation by MIS before they can install the network services.

  • Regularly update the anti-virus software and detect the anti-virus software version, and train all personnel to turn on the anti-virus software and real-account function to monitor and scan all data files in and out of the computer.

  • (VI) The impact of change in corporate image in the most recent year and in the current year up to the date of publication of the annual report on corporate crisis management and corresponding measures: None.

  • (VII) Expected benefits and possible risks of mergers and acquisitions in the most recent year and in the current year up to the date of publication of the annual report and corresponding measures : None.

  • 66 -

  • (VIII)Expected benefits and possible risks of plant expansion in the most recent year and in the current year up to the date of publication of the annual report and corresponding measures : None.

  • (IX) Risks of concentrations of purchases or sales in the most recent year and in the current year up to the date of publication of the annual report and corresponding measures : None.

  • (X) The impact on the Company and risks of the massive transfer or change of shares of directors, supervisors or major shareholders with 10% stake or more in the most recent year and in the current year up to the date of publication of the annual report and corresponding measures: None.

  • (XI) The impact on the Company and risks of change in management rights in the most recent year and in the current year up to the date of publication of the annual report and corresponding measures: None.

  • (XII) Litigation or non-litigation events in the most recent year and in the current year up to the date of publication of the annual report: None.

  • (XIII)Other major risks in the most recent year and in the current year up to the date of publication of the annual report and corresponding measures : None.

(VII) Other important matters: None

  • 67 -
Eight.
Special Matters
I. Information on the Company's affiliates
(I) The consolidated business report of affiliates
Table of Contents
Item Page
I. Affiliate Overview
69
(I) Affiliate organization chart
70
(II) Information on affiliates
(III) Information on the shareholders in common of the Company and affiliates
presumed to be in a controlling and subordinate relation
70
(IV) Industries covered by the business of the overall affiliates 71
(V) Directors, supervisors and general managers of affiliates 71
II. Affiliate Operations Overview 72
  • 68 -

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

The consolidated business report of affiliates

2020

I. Affiliate overview
(VIII) Affiliate organization chart
Affiliate name Shareholding%
Controlling company and subordinate
HOLDKEY (BELIZE) INVESTMENTS LIMITED 100.00%
Muchon Organic Farm Co., Ltd. 100.00%
The Company
100.00%
HOLDKEY (BELIZE) INVESTMENTS
LIMITED
Muchon Organic Farm Co., Ltd.
  • 69 -

(II) Information on affiliates

December 31, 2020 Unit: Thousand NT$

Enterprise name Date of Incorporation Address Paid-in capital Major business and production
items
HOLDKEY (BELIZE) INVESTMENTS
LIMITED
2000.06.19 60 Market Square, P.O.Box364, Belize City,
Belize
333,245
(USD 9,842)
(HKD 1,000)
Investment
Muchon Organic Farm Co., Ltd. 2008.08.11
(Shareholding as of
2014.07.01)
19F, No. 85, Sec. 1, Zhongxiao W. Rd., Taipei
City
(2021.2.19 Relocation:
3F., No. 36-10, Sec. 1, Fuxing S. Rd., Da’an
Dist.,Taipei City.)

130,000
Crop cultivation and wholesale

(III) Information on the shareholders in common of the Company and affiliates presumed to be in a controlling and subordinate relation

December 31, 2020 Unit: shares; % December 31, 2020 Unit: shares; %
Controlling company name Control reason Shareholding and pledging of the controlling company Directors, supervisors or managerial officers
appointed by the controlling company
Shareholding Shareholding % Number of pledged
shares

Title
Name
SOL YOUNG ENTERPRISES
CO., LTD.
Juristic-person director of the
Company
77,556,914 32.20%
-
Chairperson Biqi Yang
  • 70 -

  • (IV) Industries covered by the business of the overall affiliates HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD. is a reinvested company of HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD. in the 3rd area. Muchon Organic Farm Co., Ltd. is a crop cultivation and wholesale company invested by HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

  • (V) Directors, supervisors and general managers of affiliates

December 31, 2020 Unit: shares; %

Enterprise name Title Name or representative Shareholding Shareholding
Number of shares Shareholding%
HOLDKEY (BELIZE) INVESTMENTS LIMITED Chairperson HOLD-KEY ELECTRIC WIRE & CABLE CO.,
LTD.: Biqi Yang

9,971,519
100.00
Muchon Organic Farm Co., Ltd. Chairperson HOLD-KEY ELECTRIC WIRE & CABLE CO.,
LTD.

13,000,000
100.00
  • 71 -

II. Affiliate Operations Overview

December 31,2020 Unit: Thousand NT$ December 31,2020 Unit: Thousand NT$ December 31,2020 Unit: Thousand NT$
Enterprise name Paid-in capital Total assets Total liabilities Net worth Operating revenues Operating profits
(losses)
Net profits
(losses) for the
period(after tax)
earnings (losses)
per share (NT$)
(after tax)
HOLDKEY (BELIZE)
INVESTMENTS
LIMITED
333,245
(USD 9,842 )
(HKD 1,000)

4,967
(USD 174)
-
(USD -)
4,967
(USD 174)
- (55)
(USD
-2)



179
(USD 6)
0.02
(USD 0.0006)
Muchon Organic Farm
Co., Ltd.
130,000
58,280
7,747 50,533 4,549 (4,592) (3,111) (0.24)

Note: 100% shareholding as of 2014.07.01

  • 72 -

(II) The consolidated business report of affiliated enterprises

The statement of the consolidated business report of affiliated enterprises

The entities required to be included in the consolidated financial statements of the Company as of and for the year ended December 31, 2020 under the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” are the same as those included in the consolidated financial statements prepared in conformity with IFRS No. 10 “Consolidated Financial Statements” endorsed by the Financial Supervisory Commission. In addition, the information required to be disclosed according to the Criteria is included in the consolidated financial statements prepared in conformity with IFRS No. 10. Consequently, The Company and affiliates do not prepare a separate set of consolidated financial statements. Hereby declare

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

Responsible person: Biqi Yang

March 22, 2021

  • 73 -

    • (III) The consolidated business report of affiliates: None
  • II. Private placement of securities during the most recent year or during the current year up to the date of publication of the annual report: None

  • III.Holding or disposal of shares in the Company by the Company's subsidiaries during the most recent year or during the current year up to the date of publication of the annual report: None.

  • IV.Other matters that require additional explanation: None.

  • Nine. If any of the situations listed in Article 36, Paragraph 3, Subparagraph 2 of the Securities and Exchange Act, which might materially affect shareholder equity or the price of the Company's securities, has occurred during the most recent year or during the current year up to the date of publication of the annual report: None.

  • 74 -

Financial statements for the most recent year

  • (I) CPA’s audit report

  • (II) Balance sheets

  • (III) Comprehensive income statement

  • (IV) Statement of changes in equity

  • (V) Cash flow statement

  • 75 -

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Hold-Key Electric Wire & Cable Co., Ltd.

Opinion

We have audited the accompanying consolidated financial statements of Hold-Key Electric Wire & Cable Co., Ltd. (the “Company”) and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

  • 76 -

Revenue Recognition

The Group’s revenue from sales of wires and cables to contractors of domestic government projects is recognized upon customers’ acceptance of the products in accordance with the agreement. As the amount of revenue is significant to the consolidated financial statements, the occurrence of revenue recognition was deemed as a key audit matter for the year ended December 31, 2020.

To address this matter, we evaluated the Group’s revenue recognition policy and the design and implementation of internal controls for this type of revenue. We selected samples of the recorded sales revenue and verified them against the contract, customers’ acceptance documents, sales orders, etc., and confirmed the occurrence of revenue transactions.

Other Matter

We have also audited the financial statements of Hold-Key Electric Wire & Cable Co., Ltd. as of and for the years ended December 31, 2020 and 2019, on which we have issued an unmodified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

  • 77 -

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

  • 78 -

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Tza-Li Gung and Wen-Yuan Chuang.

Deloitte & Touche Taipei, Taiwan Republic of China March 22, 2021

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

  • 79 -

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)

Financial assets at fair value through profit or loss - current (Notes 4 and 7)
Financial assets at fair value through other comprehensive income - current (Notes 4 and 8)
Financial assets at amortized cost - current (Notes 4, 9 and 29)
Contract assets - current (Notes 4 and 22)
Notes receivable (Notes 4, 10 and 22)
Trade receivables (Notes 4, 10 and 22)
Amounts due from customers for construction contracts (Note 11)
Other receivables (Note 10)
Inventories (Notes 4, 5 and 12)
Other current assets (Note 18)

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8)
Investments accounted for using the equity method (Notes 4 and 14)
Property, plant and equipment (Notes 4, 15 and 29)
Right-of-use assets (Notes 4 and 16)
Investment properties (Notes 4, 17 and 29)
Deferred tax assets (Notes 4, 5 and 24)
Other non-current assets (Note 18)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Notes payable

Trade payables to unrelated parties

Trade payables to related parties (Note 28)

Amounts due to customers for construction contracts (Note 11)

Other payables (Note 19)

Current tax liabilities (Notes 4 and 24)

Lease liabilities - current (Notes 4 and 16)

Other current liabilities (Note 19)


Total current liabilities


NON-CURRENT LIABILITIES

Deferred tax liabilities (Notes 4 and 24)

Lease liabilities - non-current (Notes 4 and 16)

Other non-current liabilities (Notes 19, 20 and 28)


Total non-current liabilities


Total liabilities


EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT (Notes 4, 8 and 21)

Ordinary shares

Capital surplus

Retained earnings

Legal reserve

Special reserve

Unappropriated earnings

Total retained earnings

Other equity


Total equity attributable to owners of the parent


TOTAL
2020
Amount
%
$ 684,882
14
167,508
3
126,724
2
36,000
1
240,070
5
26,497
-
290,533
6
-
-
2,943
-
757,574
15

40,527

1


2,373,258
47

990,554
20
570
-
1,415,027
28
9,266
-
192,936
4
28,136
1

27,207

-


2,663,696
53

$ 5,036,954
100

$ 290
-

220,484
4

-
-

2,066
-

85,207
2

42,955
1

3,506
-

23,724

-



378,232

7



2,553
-

5,899
-

34,676

1



43,128

1



421,360

8



2,408,647
48


359,377

7


307,990
6

11,237
-

1,207,765
24


1,526,992
30


320,578

7



4,615,594
92


$ 5,036,954
100
2019



















































































Amount
%
$ 669,334
14

144,441
3

118,679
3

41,986
1

155,721
3

38,573
1

501,716
11

3,203
-

9,296
-

819,730
18

49,934

1

2,552,613
55

581,408
12

366
-

1,201,934
26

26,758
1

195,156
4

32,351
1

40,553

1

2,078,526
45
$ 4,631,139
100
$ 171
-

319,541
7

27,069
1

10,802
-

83,465
2

1,970
-

6,941
-

16,861

-

466,820
10

-
-

19,958
-

35,139

1

55,097

1

521,917
11

2,408,647
52

431,635

9

301,196
7

221,330
5

757,651
16

1,280,177
28

(11,237)

-

4,109,222
89
$ 4,631,139
100

The accompanying notes are an integral part of the consolidated financial statements.

  • 80 -

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4, 22, 28 and 35)

OPERATING COSTS (Notes 12, 20, 23 and 28)

GROSS PROFIT

OPERATING EXPENSES (Notes 20, 23 and 28)
Selling and marketing expenses
General and administrative expenses
Research and development expenses

Total operating expenses

PROFIT FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
Interest income (Note 23)
Other income (Note 23)
Other gains and losses (Notes 14, 15 and 23)
Finance costs (Note 23)
Share of profit (loss) of associates accounted for using the
equity method (Note 14)

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4, 5 and 24)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to profit or
loss:
Remeasurement of defined benefit plans
Unrealized gain on investments in equity instruments at
fair value through other comprehensive income
2020
Amount
%
$ 2,822,947
100

2,482,042
88


340,905
12

56,279
2
39,524
1

4,460

-


100,263

3


240,642

9

2,758
-
38,407
1
12,488
1
(360)
-

228

-


53,521

2

294,163
11

52,183

2


241,980

9

323
-
336,584
12
2019



























Amount
%
$ 2,757,736
100

2,589,935
94

167,801

6

63,436
2

38,400
2

6,885

-

108,721

4

59,080

2

5,918
-

31,896
1

(8,026)
-

(427)
-

(7,024)

-

22,337

1

81,417
3

13,475

-

67,942

3

(2,696)
-

199,036
7
(Continued)
  • 81 -

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit or
loss:
Exchange differences on translating foreign operations
Other comprehensive income for the year, net of
income tax

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

EARNINGS PER SHARE (Note 25)
Basic
Diluted
2020
Amount
%
$ (257)

-


336,650
12

$ 578,630
21

$ 1.00
$ 1.00
2019




Amount
%
$ (41)

-

196,299

7
$ 264,241
10
$ 0.28
$ 0.28

$ $


The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

  • 82 -

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

Share Capital
Capital Surplus
BALANCE AT JANUARY 1, 2019
$ 2,408,647
$ 503,895

Appropriation of the 2018 earnings
Special reserve

-

-

Issuance of cash dividends from capital surplus

-

(72,260)

Net profit for the year ended December 31, 2019
-
-
Other comprehensive income (loss) for the year ended
December 31, 2019, net of income tax

-

-

Total comprehensive income (loss) for the year ended
December 31, 2019

-

-

Disposals of investments in equity instruments designated
as at fair value through other comprehensive income

-

-

BALANCE AT DECEMBER 31, 2019

2,408,647

431,635

Appropriation of the 2019 earnings
Legal reserve

-

-

Reversal of special reserve

-

-

Issuance of cash dividends from capital surplus

-

(72,258)

Net profit for the year ended December 31, 2020
-
-
Other comprehensive income (loss) for the year ended
December 31, 2020, net of income tax

-

-

Total comprehensive income (loss) for the year ended
December 31, 2020

-

-

Disposals of investments in equity instruments designated
as at fair value through other comprehensive income

-

-

BALANCE AT DECEMBER 31, 2020
$ 2,408,647
$ 359,377
Retained Earnings Total
$ 1,226,029


-


-

67,942

(2,696)


65,246


(11,098)


1,280,177


-


-


-

241,980

323


242,303


4,512

$ 1,526,992
Other Equity Total
$ (221,330)


-


-

-

198,995


198,995


11,098


(11,237)


-


-


-

-

336,327


336,327


(4,512)

$ 320,578
Total Equity
$ 3,917,241

-

(72,260)
67,942

196,299

264,241

-

4,109,222

-

-

(72,258)
241,980

336,650

578,630

-
$ 4,615,594
Exchange
Differences on
Translating
Unrealized Gain
(Loss) on
Financial Assets
at Fair Value
Through Other
Foreign
Operations
Comprehensive
Income
$ 6,103
$ (227,433)


-

-


-

-

-
-

(41)

199,036


(41)

199,036


-

11,098


6,062

(17,299)


-

-


-

-


-

-

-
-

(257)

336,584


(257)

336,584


-

(4,512)

$ 5,805
$ 314,773

Legal Reserve
Special Reserve
Unappropriated
Earnings
$ 301,196
$ 136,491
$ 788,342


-

84,839

(84,839)


-

-

-

-
-
67,942

-

-

(2,696)


-

-

65,246


-

-

(11,098)


301,196

221,330

757,651


6,794

-

(6,794)


-

(210,093)

210,093


-

-

-

-
-
241,980

-

-

323


-

-

242,303


-

-

4,512

$ 307,990
$ 11,237
$ 1,207,765

The accompanying notes are an integral part of the consolidated financial statements.

  • 83 -

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
(Reversal of) expected credit loss on trade receivables
Net gain on fair value changes of financial assets designated as at fair value
through profit or loss
Finance costs
Interest income
Dividend income
Share of (profit) loss of associates
Loss (gain) on disposal of property, plant and equipment
Loss on disposal of investment accounted for using the equity method
Impairment loss recognized on property, plant and equipment
Write-downs of inventories
Reversal of write-downs of inventories
Net loss (gain) on foreign currency exchange
Other non-cash items
Changes in operating assets and liabilities
Contract assets
Notes receivable
Trade receivables
Amounts due from customers for construction contracts
Other receivables
Inventories
Other current assets
Other non-current assets
Notes payable
Trade payables
Amounts due to customers for construction contracts
Other payables
Other current liabilities
Other non-current liabilities

Cash generated from (used in) operations
Interest paid
Income tax paid

Net cash generated from (used in) operating activities
2020
$ 294,163

75,952
17
(2,089)
(23,067)
360
(2,758)
(28,766)
(228)
8,674
-
-
1,850
(9,500)
421
(8)
(84,599)
12,032
213,248
3,203
6,098
69,806
9,407
(57)
119
(126,226)
(8,736)
2,040
6,863

(59)

418,160
(360)

(4,511)


413,289
2019
$ 81,417
92,910
17
2,607
(19,998)
427
(5,918)
(21,284)
7,024
(1,432)
6,539
14,718
4,812
(32,500)
(723)
-
(155,721)
(18,054)
(138,446)
210
(7,689)
(204,366)
(24,139)
2
(1,358)
179,342
(2,115)
15,034
(2,037)

(5)
(230,726)
(427)

(8,402)

(239,555)
(Continued)
  • 84 -

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through other comprehensive income

Proceeds from sale of financial assets at fair value through other
comprehensive income
Proceeds from capital reduction by return of shares - financial assets at
FVTOCI
Purchase of financial assets at amortized cost
Proceeds from sale of financial assets at amortized cost
Proceeds from sale of investments in associates
Payments for property, plant and equipment
Proceeds from sale of property, plant and equipment
Increase in refundable deposits
Decrease in refundable deposits
Payments for investment properties
Increase in prepayments for equipment
Interest received
Other dividends received

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from guarantee deposits received
Refunds of guarantee deposits received
Repayment of the principal portion of lease liabilities
Cash dividends from capital surplus

Net cash used in financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH
HELD IN FOREIGN CURRENCIES

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2020
$ (94,554)

4,694
9,253
(50,000)
55,986
-
(258,078)
-
(14,189)
12,557
(529)
(15,427)
3,011

28,766


(318,510)

45
(45)
(6,740)

(72,258)


(78,998)


(233)

15,548

669,334

$ 684,882
2019
$ (50,551)
46,270
16,986
(88,375)
88,375
776
(39,898)
1,917
(31,044)
34,841
(2,000)
(23,954)
5,901

21,284

(19,472)
138
(138)
(6,596)

(72,260)

(78,856)

(138)
(338,021)
1,007,355
$ 669,334

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

  • 85 -

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

1. GENERAL INFORMATION

Hold-Key Electric Wire & Cable Co., Ltd. (the “Company”) was established in Taipei, Taiwan in March 1989 and its factories are located in Taoyuan, Taiwan. The Company mainly manufactures and sells XLPE power cables, electric cables, aluminum cables, rubber cables, communication cables, fiber optic cables, LAN cables, cable accessories, etc. and is also engaged in the import and export trade of the aforementioned products.

The Company’s shares are listed and have been traded on the Taiwan Stock Exchange since September 2000.

The consolidated financial statements of the Company and its subsidiaries, collectively referred to as the “Group”, are presented in the Company’s functional currency, the New Taiwan dollar.

2. APPROVAL OF FINANCIAL STATEMENTS

The consolidated financial statements were approved by the Company’s board of directors and authorized for issue on March 22, 2021.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

  • a. Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)

The initial application of the IFRSs endorsed and issued into effect by the FSC did not have material impact on the Group’s accounting policies.

  • b. The IFRSs endorsed by the FSC for application starting from 2021
New IFRSs
Amendments to IFRS 4 “Extension of the Temporary Exemption from
Applying IFRS 9”

Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 “Interest Rate
Benchmark Reform - Phase 2”

Amendment to IFRS 16 “Covid-19 - Related Rent Concessions”
Effective Date
Announced by IASB
Effective immediately upon
promulgation by the IASB
January 1, 2021
June 1, 2020

The initial application of the aforementioned amendments did not have material impact on the Group’s assets, liabilities and equity as of January 1, 2021.

  • 86 -

  • c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC

Effective Date
New IFRSs Announced by IASB (Note 1)
“Annual Improvements to IFRS Standards 2018-2020”
January 1, 2022 (Note 2)
Amendments to IFRS 3 “Reference to the Conceptual Framework”
January 1, 2022 (Note 3)
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between
To be determined by IASB
an Investor and its Associate or Joint Venture”
Amendments to IAS 1 “Classification of Liabilities as Current or
January 1, 2023
Non-current”
Amendments to IAS 1 “Disclosure of Accounting Policies”
January 1, 2023 (Note 6)
Amendments to IAS 8 “Definition of Accounting Estimates”
January 1, 2023 (Note 7)
Amendments to IAS 16 “Property, Plant and Equipment - Proceeds before
January 1, 2022 (Note 4)
Intended Use”
Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling a Contract”
January 1, 2022 (Note 5)
Note 1:
Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on
or after their respective effective dates.
  • Note 2: The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” will be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of IFRSs” will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.

  • Note 3: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.

  • Note 4: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.

  • Note 5: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.

  • Note 6: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.

  • Note 7: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.

As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

  • 87 -

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • a. Statement of compliance

The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, other regulations and IFRSs as endorsed and issued into effect by the FSC.

b. Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value, and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.

The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

  • 3) Level 3 inputs are unobservable inputs for an asset or liability.

  • c. Classification of current and non-current assets and liabilities

Current assets include:

  • 1) Assets held primarily for the purpose of trading;

  • 2) Assets expected to be realized within 12 months after the reporting period; and

  • 3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

Current liabilities include:

  • 1) Liabilities held primarily for the purpose of trading;

  • 2) Liabilities due to be settled within 12 months after the reporting period; even if an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the reporting period and before the consolidated financial statements are authorized for issue; and

  • 3) Liabilities for which the Group does not have an unconditional right to defer settlement for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

Assets and liabilities that are not classified as current are classified as non-current.

The Group is engaged in the construction business, which has an operating cycle of over 1 year. The normal operating cycle applies when considering the classification of the Group’s construction-related assets and liabilities.

  • 88 -

d. Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (i.e., its subsidiaries, including structured entities). Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statements of profit or loss and other comprehensive income from the effective dates of acquisitions up to the effective dates of disposals, as appropriate. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.

Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the interests of the Group and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.

See Note 13 and Table 3 for detailed information of subsidiaries (including the percentage of ownership and main business).

e. Business combinations

Acquisitions of businesses are accounted for using the acquisition method. Acquisition-related costs are generally recognized in profit or loss as they are incurred.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.

f. Foreign currencies

In preparing the financial statements of each individual entity in the Group, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which case, the exchange differences are also recognized directly in other comprehensive income.

Non-monetary items that are measured at historical cost in a foreign currency are not translated using the exchange rate at the date of the transaction.

  • 89 -

For the purpose of presenting the consolidated financial statements, the functional currencies of the Company and the entities in the Group (including subsidiaries, associates, joint ventures and branches in other countries that use currencies which are the different from the currency of the Company) are translated into the presentation currency, the New Taiwan dollar as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income.

On the disposal of a foreign operation (i.e., a disposal of the Group’s entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, or a partial disposal of an interest in a joint arrangement or an associate that includes a foreign operation of which the retained interest becomes a financial asset), all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Group are reclassified to profit or loss.

In relation to a partial disposal of a subsidiary that does not result in the Group losing control over the subsidiary, the proportionate share of accumulated exchange differences is re-attributed to the non-controlling interests of the subsidiary and is not recognized in profit or loss. For all other partial disposals, the proportionate share of the accumulated exchange differences recognized in other comprehensive income is reclassified to profit or loss.

g. Inventories

Inventories consist of raw materials, supplies, finished goods and work-in-process and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. Net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at weighted-average cost on the balance sheet date.

h. Investments in associates

An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture.

The Group uses the equity method to account for its investments in associates.

Under the equity method, investments in an associate are initially recognized at cost and adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of the associate. The Group also recognizes the changes in the Group’s share of equity of associates.

  • 90 -

Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets and liabilities of an associate at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.

When the Group subscribes for additional new shares of the associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Group’s proportionate interest in the associate. The Group records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in capital surplus from investments in associates. If the Group’s ownership interest is reduced due to the additional subscription of the new shares of the associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required if the investee had directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for using the equity method is insufficient, the shortage is debited to retained earnings.

When the Group’s share of losses of an associate equals or exceeds its interest in that associate (which includes any carrying amount of the investment accounted for using the equity method and long-term interests that, in substance, form part of the Group’s net investment in the associate), the Group discontinues recognizing its share of further losses. Additional losses and liabilities are recognized only to the extent that the Group has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate.

The entire carrying amount of an investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized forms part of carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

The Group discontinues the use of the equity method from the date on which its investment ceases to be an associate. Any retained investment is measured at fair value at that date, and the fair value is regarded as the investment’s fair value on initial recognition as a financial asset. The difference between the previous carrying amount of the associate attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate. The Group accounts for all amounts previously recognized in other comprehensive income in relation to that associate on the same basis as would be required if that associate had directly disposed of the related assets or liabilities. If an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate, the Group continues to apply the equity method and does not remeasure the retained interest.

  • 91 -

When an entity in the Group transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the Group’ consolidated financial statements only to the extent of interests in the associate that are not related to the Group.

  • i. Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment loss.

Except for freehold land which is not depreciated, the depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates accounted for on a prospective basis.

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

  • j. Investment properties

Investment properties are properties held to earn rentals or for capital appreciation. Investment properties also include land held for a currently undetermined future use.

Freehold investment properties are initially measured at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized using the straight-line method.

On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.

  • k. Impairment of property, plant and equipment, right-of-use asset and assets related to contract costs

At the end of each reporting period, the Group reviews the carrying amounts of its property, plant and equipment and right-of-use asset to determine whether there is any indication that those assets have suffered any impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the individual cash-generating units on a reasonable and consistent basis of allocation.

The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

  • 92 -

Before the Group recognizes an impairment loss from assets related to contract costs, any impairment loss on inventories and property, plant and equipment related to the contract shall be recognized in accordance with applicable standards. Then, impairment loss from the assets related to the contract costs is recognized to the extent that the carrying amount of the assets exceeds the remaining amount of consideration that the Group expects to receive in exchange for related goods or services less the costs which relate directly to providing those goods or services and which have not been recognized as expenses. The assets related to the contract costs are then included in the carrying amount of the cash-generating unit to which they belong for the purpose of evaluating impairment of that cash-generating unit.

When an impairment loss is subsequently reversed, the corresponding carrying amount of the asset, cash-generating unit or assets related to contract costs is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset, cash-generating unit or assets related to contract costs in prior years. A reversal of an impairment loss is recognized in profit or loss.

l. Financial instruments

Financial assets and financial liabilities are recognized when an entity in the Group becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

1) Measurement categories

Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost and investments in equity instruments at FVTOCI.

  • a) Financial assets at FVTPL

Financial assets are classified as at FVTPL when such financial assets are mandatorily classified or designated as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.

  • 93 -

Financial assets at FVTPL are subsequently measured at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any dividends or interest earned on such a financial asset.

Fair value is determined in the manner described in Note 27.

  • b) Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost:

  • i. The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

  • ii. The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, trade receivables at amortized cost, notes receivable, construction contracts, other receivables and refundable deposits, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for:

  • i. Purchased or originated credit-impaired financial assets, for which interest income is calculated by applying the credit adjusted effective interest rate to the amortized cost of the financial asset; and

  • ii. Financial assets that are not credit impaired on purchase or origination but have subsequently become credit impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of the financial asset.

Cash equivalents include time deposits, commercial papers and repurchase agreements collateralized by bonds with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

  • c) Investments in equity instruments at FVTOCI

On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

  • 94 -

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments, instead, they will be transferred to retained earnings.

Dividends on these investments in equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

  • 2) Impairment of financial assets and contract assets

The Group recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivables), as well as contract assets.

The Group always recognizes lifetime Expected Credit Losses (ECLs) for trade receivables. For all other financial instruments, the Group recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on the financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.

Expected credit losses reflect the weighted average of credit losses with the respective risks of a default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

The Group recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.

  • 3) Derecognition of financial assets

The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognized in other comprehensive income is recognized in profit or loss.

  • 95 -

Equity instruments

Debt and equity instruments issued by the Group are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definition of a financial liability and an equity instrument.

Equity instruments issued by the Group are recognized at the proceeds received, net of direct issue costs.

The repurchase of the Company’s own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issuance or cancellation of the Company’s own equity instruments.

Financial liabilities

  • 1) Subsequent measurement

All the financial liabilities are measured at amortized cost using the effective interest method.

2) Derecognition of financial liabilities

The difference between the carrying amount of the financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

m. Revenue recognition

The Group identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.

1) Revenue from the sale of goods

Revenue from the sale of goods comes from sales of electric wires and cables. Sales of goods are recognized as revenue when the goods are delivered to the customer’s specific location or when the cables have been installed and examined by the customer because it is the time when the customer has full discretion over the manner of distribution and price to sell the goods, has the primary responsibility for sales to future customers and bears the risks of obsolescence. Revenue and contract assets are recognized concurrently. Any amounts previously recognized as contract assets are subsequently reclassified to trade receivables when invoices are issued. The transaction price received is recognized as a contract liability until the goods have been delivered to the customer.

2) Revenue from the rendering of services

Revenue from the rendering of services comes from cable and wire installation services. Revenue from the installation of electric wires and cables and contract assets are recognized concurrently when the installation has been completed and examined by the customer. Contract assets are subsequently reclassified to trade receivables when invoices are issued.

  • 96 -

n. Leases

At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.

1) The Group as lessor

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms.

When a lease includes both land and building elements, the Group assesses the classification of each element separately as a finance or an operating lease based on the assessment as to whether substantially all the risks and rewards incidental to ownership of each element have been transferred to the lessee. The lease payments are allocated between the land and the building elements in proportion to the relative fair values of the leasehold interests in the land element and building element of the lease at the inception of a contract. If the allocation of the lease payments can be made reliably, each element is accounted for separately in accordance with its lease classification. When the lease payments cannot be allocated reliably between the land and building elements, the entire lease is generally classified as a finance lease unless it is clear that both elements are operating leases; in which case, the entire lease is classified as an operating lease.

2) The Group as lessee

The Group recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the consolidated balance sheets.

Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.

  • 97 -

Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses the lessee’s incremental borrowing rate.

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term, the Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the consolidated balance sheets.

o. Employee benefits

1) Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered services entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost, and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses, effects of changes to asset ceiling and returns on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Group’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

  • 3) Other long-term employee benefits

Other long-term employee benefits are accounted for in the same way as the accounting required for defined benefit plans except that remeasurement is recognized in profit or loss.

  • 98 -

p. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

1) Current tax

Income tax payable (recoverable) is based on taxable profit (loss) for the year determined according to the applicable tax laws of each tax jurisdiction.

According to the Income Tax Law in the ROC, an additional tax on unappropriated earnings is provided for in the year the shareholders approve to retain earnings.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

2) Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences, unused loss carryforwards and unused tax credits for purchases of machinery, equipment and technology, to the extent that it is probable that taxable profit will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint arrangements, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profit against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the assets to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

  • 99 -

3) Current and deferred taxes

Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, management is required to make judgments, estimations, and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.

Key Sources of Estimation Uncertainty

a. Write-down of inventories

The net realizable value of inventories is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The estimation of net realizable value is based on current market conditions and historical experience for the sale of product of a similar nature. Changes in market conditions may have a material impact on the estimation of the net realizable value. Refer to Note 12 for the Group’s carrying amount of inventories as of December 31, 2020 and 2019.

b. Income taxes

As of December 31, 2020 and 2019, the carrying amount of deferred tax assets in relation to deductible temporary differences was $28,136 thousand and $32,351 thousand, respectively. As of December 31, 2020 and 2019, no deferred tax asset was recognized on tax losses of $78,756 thousand and $79,742 thousand, respectively, due to the unpredictability of future profit streams. The realizability of the deferred tax asset mainly depends on whether sufficient future profit or taxable temporary differences will be available. In cases where the actual future profit generated is less than expected, a material reversal of deferred tax assets may arise, which would be recognized in profit or loss for the period in which such a reversal takes place.

  • 100 -

6. CASH AND CASH EQUIVALENTS

Cash on hand
Checking accounts and demand deposits
Cash equivalents
Time deposits with original maturities of 3 months or less
**December ** **31 **


2020
$ 147

233,535

451,200

$ 684,882
2019
$ 146
153,307

515,881
$ 669,334

The rate intervals of cash in banks at the end of the reporting period were as follows:

Bank balance **December 31 **
2020
2019
0%-0.41%
0%-2.25%

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

Financial assets at FVTPL-current
Financial assets mandatorily classified as at FVTPL
Non-derivative financial assets
Gold investment account
**December ** **31 **
2020
$ 167,508
2019
$ 144,441

8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

Investments in Equity Instruments at FVTOCI

Current
Domestic investments
Listed shares
Ordinary shares - G-Shank Enterprise Co., Ltd.
Ordinary shares - Nishoku Technology Inc.
Ordinary shares - Taiwan Cooperative Financial Holding Co., Ltd.
Ordinary shares - Global Mixed-Mode Technology Inc.
Ordinary shares - Sinher Technology Inc.
Ordinary shares - DrayTek Company
Ordinary shares - Taiwan Fu Hsing Industrial Co., Ltd.
Ordinary shares - Mega Financial Holding Company Ltd.
**December ** **31 **


2020
$ 11,696

17,876
63,751
11,165
8,676
6,578
2,512

4,470

$ 126,724
2019
$ 13,362
11,152
63,111
8,855
8,066
7,084
2,459

4,590
$ 118,679
(Continued)
  • 101 -
Non-current
Domestic investments
Listed shares
Ordinary shares - Young Fast Optoelectronics Co., Ltd.
Ordinary shares - Fuzetec Technology Co., Ltd.
Unlisted shares
Ordinary shares - Sol Young Enterprises Co., Ltd.
Ordinary shares - Bond-Galv Industrial Co., Ltd.
Ordinary shares - Mosart Semiconductor Corp.
Ordinary shares - Luminous Optical Technology Co., Ltd.
Ordinary shares - Taiwan Submarine Cable Co., Ltd. (Note)
Preference shares - MagiCap Venture Capital Co., Ltd.
**December ** **31 **


2020
$ 698,187

51,532
135,622
64,199
9,976
21,563
300

9,175

$ 990,554
2019
$ 340,655
39,372
101,586
58,329
5,076
22,941
300

13,149
$ 581,408

Note: One-Seven Trading Co., Ltd. was renamed as Taiwan Submarine Cable Co., Ltd. on December 31, 2020.

These investments in equity instruments are held for medium to long-term strategic purposes, and the Group expects to profit from the shares through long-term investment. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Group’s strategy of holding these investments for long-term purposes.

(Concluded)

  • 102 -

In 2020 and 2019, the Group acquired investments in equity instruments for medium to long-term strategic purposes of $94,554 thousand and $50,551 thousand, respectively; the management designated these investments as at FVTOCI.

In 2020 and 2019, the Group sold its shares in order to manage credit concentration risk. The sold shares had a fair value of $4,694 thousand and $46,270 thousand, respectively, and the related unrealized valuation gain (loss) of $4,512 thousand and $(11,098) thousand, respectively, was transferred from other equity to retained earnings.

9. FINANCIAL ASSETS AT AMORTIZED COST

Current
Domestic investments
Time deposits with original maturities of more than 3 months
**December 31 ** **December 31 **
2020
$ 36,000
2019
$ 41,986
  • a. As of December 31, 2020 and 2019, the interest rates for time deposits with original maturity of more than 3 months were from 0.55% to 1.05% and 0.80% to 1.05%, respectively.

  • b. Refer to Note 29 for information relating to investments in financial assets at amortized cost pledged as security.

10. NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES

Notes receivable
At amortized cost
Gross carrying amount
Less: Allowance for impairment loss
Trade receivables
At amortized cost
Gross carrying amount
Less: Allowance for impairment loss
Other receivables
Tax refund receivable
Earned revenue receivable
**December ** **31 **








2020
$ 27,225


(728)

$ 26,497

$ 293,467


(2,934)

$ 290,533

$ -


2,943

$ 2,943
2019
$ 39,257

(684)
$ 38,573
$ 506,783

(5,067)
$ 501,716
$ 1,212

8,084
$ 9,296
  • 103 -

Trade receivables at amortized cost

In order to minimize credit risk, the management of the Group has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts. In this regard, the management believes the Group’s credit risk was significantly reduced.

Other than government agencies, the Group transacted with customers from diverse industries that are unrelated to each other; thus, no concentration of credit risk was observed.

The Group measures the loss allowance for trade receivables at an amount equal to lifetime ECLs. The expected credit losses on trade receivables are estimated using a provision matrix by reference to the past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecasted direction of economic conditions at the reporting date. As the Group’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished according to the Group’s different customer base.

The following table details the loss allowance of trade receivables based on the Group’s provision matrix.

December 31, 2020
Not Past Due
Expected credit loss rate 1%
Gross carrying amount $ 320,692
Loss allowance (Lifetime ECLs) (3,662)
Amortized cost $ 317,030
December 31, 2019
Not Past Due
Expected credit loss rate 1%
Gross carrying amount $ 546,040
Loss allowance (Lifetime ECLs) (5,751)
Amortized cost $ 540,289
  • 104 -

The movements of the loss allowance of trade receivables were as follows:

Balance at January 1
Add: Amounts estimated
Less: Amounts written off
Less: Amounts recovered
Balance at December 31
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
$ 5,751
-
-

(2,089)
$ 3,662
2019
$ 4,019
2,607
(875)

-
$ 5,751

11. AMOUNTS DUE FROM (TO) CUSTOMERS FOR CONSTRUCTION CONTRACTS

Amounts due from customers for construction contracts
Construction costs incurred plus recognized profits less recognized losses to
date
Less: Progress billings
Amounts due to customers for construction contracts
Progress billings
Less: Construction costs incurred plus recognized profits less recognized
losses to date
**December ** **31 **


2020
$ -


-

$ -

December
2019
$ 4,579

(1,376)
$ 3,203
31


2020
$ 4,426


(2,360)

$ 2,066
2019
$ 108,644

(97,842)
$ 10,802

12. INVENTORIES

Finished goods
Work in progress
Raw materials
Agricultural products
**December ** **31 **


2020
$ 271,368

279,152
205,411

1,643

$ 757,574
2019
$ 270,674
192,275
354,730

2,051
$ 819,730

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2020 and 2019 was $2,394,888 thousand and $2,504,173 thousand, respectively.

The cost of goods sold included reversal of write-downs of inventories of $9,500 thousand and inventory write-downs of $1,850 thousand for the year ended December 31, 2020. The cost of goods sold included reversal of write-downs of inventories of $32,500 thousand and inventory write-downs of $4,812 thousand for the year ended December 31, 2019. Previous write-downs were reversed as a result of the sale of obsolete and slow-moving inventories which were previously written down.

  • 105 -

13. SUBSIDIARIES

Subsidiaries Included in the Consolidated Financial Statements

Nature of
Investor
Investee
Activities
The Company
Holdkey (Belize) Investments Limited
Investment
Muchonfarm Inc. (Note)
Agriculture
Proportion of Ownership
(%)
**December 31 **
2020
2019
100
100
100
100

Note: Muchorganic Incorporated Limited was renamed as Muchonfarm Inc. on May 8, 2020.

14. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Investments in Associates

December 31
2020
2019
Associates that are not individually material
$ 570
$ 366
Aggregate Information of Associates that are Not Individually Material
For the Year Ended December 31
2020
2019
The Group’s share of:
Total comprehensive income (loss) for the year
$ 228
$ (7,024)
**December 31 ** **December 31 **
2020
$ 228
2019
$ (7,024)

The Group held a 21% interest in its associate, Commodity Cables, Inc. In June 2019, the Group sold all of its interest in Commodity Cables, Inc. This transaction resulted in the recognition of a loss in profit or loss, which was calculated as follows:

Proceeds from disposal (received in June 2019)

Less: Carrying amount of investment at the date of disposal

Loss on disposal of associate
$ 776

(7,315)
$ (6,539)

Investments accounted for using the equity method and the share of profit or loss and other comprehensive income of those investments were calculated based on financial statements which have been audited.

  • 106 -

15. PROPERTY, PLANT AND EQUIPMENT

Assets Used by the Group

Freehold Land

Cost
Balance at January 1, 2020
$ 326,749
Additions
196,831
Disposals
-
Transferred from prepaid
equipment

-

Balance at December 31, 2020$ 523,580

Accumulated depreciation and
impairment

Balance at January 1, 2020
$ -
Disposals
-
Depreciation expense

-

Balance at December 31, 2020$ -

Balance at December 31, 2020,
net
$ 523,580

Freehold Land
Cost
Balance at January 1, 2019
$ 326,749
Additions
-
Disposals
-
Transferred from prepaid
equipment

-

Balance at December 31, 2019$ 326,749

Accumulated depreciation and
impairment

Balance at January 1, 2019
$ -
Disposals
-
Impairment Loss
-
Depreciation expense

-

Balance at December 31, 2019$ -

Balance at December 31, 2019,
net
$ 326,749
Buildings
Machinery and
Equipment
$ 1,414,117 $ 488,239


31,328
8,274

(71,354 )
(276,754 )

2,633

16,385

$ 1,376,724
$ 236,144

$ (616,137 ) $ (444,269 )

65,278
276,608

(38,300)

(19,900)

$ (589,159)
$ (187,561)

$ 787,565
$ 48,583

Buildings
Machinery and
Equipment
$ 1,413,461 $ 679,227


11,675
8,240

(13,359 )
(200,446 )

2,340

1,218

$ 1,414,117
$ 488,239

$ (588,771 ) $ (599,299 )

13,359
200,320

-
(13,680 )

(40,725)

(31,610)

$ (616,137)
$ (444,269)

$ 797,980
$ 43,970
Other
Equipment
Lease
Improvement
$ 59,900 $ 2,683
21,346
-

(7,955 )
-

11,383

-

$ 84,674
$ 2,683

$ (27,734 ) $ (1,614 )
5,503
-

(7,869)

(344)

$ (30,100)
$ (1,958)

$ 54,574
$ 725

Other
Equipment
Lease
Improvement
$ 139,731 $ 2,683
10,579
-

(91,490 )
-

1,080

-

$ 59,900
$ 2,683

$ (107,076 ) $ (1,202 )
91,131
-

(1,038 )
-

(10,751)

(412)

$ (27,734)
$ (1,614)

$ 32,166
$ 1,069
Total
$ 2,291,688

257,779

(356,063 )

30,401
$ 2,223,805
$ (1,089,754 )

347,389

(66,413)
$ (808,778)
$ 1,415,027
Total
$ 2,561,851

30,494

(305,295 )

4,638
$ 2,291,688
$ (1,296,348 )

304,810

(14,718 )

(83,498)
$ (1,089,754)
$ 1,201,934

In July 2017, Muchonfarm Inc. purchased a piece of land located in Qimei Section of Ruisui Township, Hualien County, with the purchase price of $24,376 thousand for organic farming. Because it is an agricultural land, the land use right is temporarily registered under the name of Hsin-Cheng Lee, the chairman of Muchonfarm Inc. Muchonfarm Inc. entered into an agreement with Hsin-Cheng Lee and signed a contract of borrowing other’s name for real estate registration, which stated that Muchonfarm Inc. is the legal owner of the abovementioned land.

In 2019, the Group evaluated that the economic benefits of equipment used for the production of some of the products had decreased, thereby resulting in the recoverable amount being lower than the carrying amount. Therefore, the Group recognized an impairment loss of $14,718 thousand.

The above items of property, plant and equipment used by the Group are depreciated on a straight-line basis over their estimated useful lives as follows:

  • 107 -
Buildings 6-55 years
Machinery and equipment 4-20 years
Other equipment 3-16 years
Lease improvements 4-11 years

The major parts of the buildings held by the Group include plants and fire extinguishing equipment, which are depreciated over their estimated useful lives of 50 years and 10 years, respectively.

Refer to Note 29 for the carrying amount of property, plant and equipment pledged for general banking facilities granted to the Group.

16. LEASE ARRANGEMENTS

  • a. Right-of-use assets
Carrying amounts
Land
Buildings
Transportation equipment
Additions to right-of-use assets
Depreciation charge for right-of-use assets
Land
Buildings
Transportation equipment
ase liabilities
Carrying amounts
Current
Non-current
Range of discount rate for lease liabilities was as follows:
Land
Buildings
Transportation equipment
December 31
2020
2019
$ 4,338
$ 5,052
1,670
16,691

3,258

5,015
$ 9,266
$ 26,758
**For the Year Ended December 31 **



2020
2019
$ -
$ 11,990
$ 714
$ 654
4,275
4,568

1,757

1,515
$ 6,746
$ 6,737
**December 31 **

2020
2019
$ 3,506
$ 6,941
$ 5,899
$ 19,958
**December 31 **
2020
2019
1.465%
1.465%
1.195%-1.465%
1.465%
1.465%
1.465%

b. Lease liabilities

  • 108 -

c. Other lease information

Expenses relating to short-term leases
Expenses relating to low-value asset leases
Total cash outflow for leases
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
$ 2,977
$ 101
$ (7,059)
2019
$ 3,255
$ 95
$ (6,982)

The Group’s leases of certain buildings, transportation equipment, etc., qualify as short-term leases and leases of certain office equipment qualify as low-value asset leases. The Group has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.

Lease arrangements under operating leases for the leasing out of investment properties are set out in Note 17.

17. INVESTMENT PROPERTIES

Freehold Land
Cost
Balance at January 1, 2020
$ 130,168

Additions
-
Disposals

-

Balance at December 31, 2020
$ 130,168

Accumulated depreciation and impairment
Balance at January 1, 2020
$ -

Disposals
-
Depreciation expenses

-

Balance at December 31, 2020
$ -

Balance at December 31, 2020, net
$ 130,168

Cost
Balance at January 1, 2019
$ 130,168

Additions
-
Disposals

-

Balance at December 31, 2019
$ 130,168

Accumulated depreciation and impairment
Balance at January 1, 2019
$ -

Disposals
-
Depreciation expenses

-

Balance at December 31, 2019
$ -

Balance at December 31, 2019, net
$ 130,168
Buildings
$ 91,730

529

(593)

$ 91,666

$ (26,742)

593

(2,749)

$ (28,898)

$ 62,768

$ 90,258

2,000

(528)

$ 91,730

$ (24,633)

528

(2,637)

$ (26,742)

$ 64,988
Total
$ 221,898
529

(593)
$ 221,834
$ (26,742)
593

(2,749)
$ (28,898)
$ 192,936
$ 220,426
2,000

(528)
$ 221,898
$ (24,633)
528

(2,637)
$ (26,742)
$ 195,156
  • 109 -

Investment properties are depreciated on a straight-line basis over their estimated useful lives of 6 to 50 years.

The fair value of investment properties was $322,019 thousand and $322,253 thousand as of December 31, 2020 and 2019, respectively. The fair value was not evaluated by an independent appraiser; the Group evaluated it with reference to the market evidence of similar real estate transaction prices.

The investment properties were leased out for 1 to 3 years. The lessees do not have bargain purchase options to acquire the investment properties at the expiry of the lease periods.

As of December 31, 2020 and 2019, guarantee deposits received by the Group for operating lease contracts were both amounted to $3,932 thousand.

The maturity analysis of lease payments receivable under operating leases of investment properties was as follows:

Year 1
Year 2
Year 3
**December 31 ** **December 31 **


2020
$ 15,183

1,855

714

$ 17,752
2019
$ 14,504
1,816

-
$ 16,320

The Group has freehold interest in all of its investment property. Refer to Note 29 for the carrying amount of investment properties pledged to secure general banking facilities granted to the Group.

18. OTHER ASSETS

Current
Prepayments
Temporary payments and payments on behalf of others
Others
Non-current
Refundable deposits
Prepayments for equipment
Others
**December 31 ** **December 31 **





2020
$ 33,001

989

6,537

$ 40,527

$ 11,741

15,427

39

$ 27,207
2019
$ 48,017
1,158

759
$ 49,934
$ 10,109
30,401

43
$ 40,553
  • 110 -

19. OTHER LIABILITIES

Current
Other payables
Payable for purchase of equipment
Salaries or bonuses
Payable for commissions
Payable for retirement and others
Other liabilities
Contract liabilities (Note)
Temporary receipts
Others
Non-current
Other liabilities
Net defined benefit liabilities (Note 20)
Guarantee deposits received (Note 17)
December 31 December 31








2020
$ 2,685

40,180
3,831

38,511

$ 85,207

$ 18,068

4,928

728

$ 23,724

$ 30,744


3,932

$ 34,676
2019
$ 2,984
33,751
4,255

42,475
$ 83,465
$ 13,491
2,728

642
$ 16,861
$ 31,207

3,932
$ 35,139

Note: Contract liabilities under other liabilities are collections in advance for the sale of goods.

20. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

The Company and Muchonfarm Incorporated Limited adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, the Company and Muchonfarm Incorporated Limited make monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

b. Defined benefit plans

The defined benefit plan adopted by the Company in accordance with the Labor Standards Law is operated by the government. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the six months before retirement. The Company contributes amounts equal to 2% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Group assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Group is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Group has no right to influence the investment policy and strategy.

  • 111 -

The amounts included in the consolidated balance sheets in respect of the Group’s defined benefit plans were as follows:

December 31
2020
2019
Present Value of the Defined Benefit Obligation
$ 84,492
$ 88,411
Fair value of the plan assets

(53,748)

(57,204)
Deficit

30,744

31,207
Net defined benefit liabilities
$ 30,744
$ 31,207
Movements in net defined benefit liabilities (assets) were as follows:
Present Value of
the Defined
Benefit
Obligation
Fair Value of the
Plan Assets
Net Defined
Benefit Liabilities
(Assets)
Balance at January 1, 2019
$ 84,301
$ (56,459)
$ 27,842
Service cost
Current service cost
857
-
857
Net interest expense (income)

843

(570)

273
Recognized in profit or loss

1,700

(570)

1,130
Remeasurement
Return on plan assets (excluding amounts
included in net interest)
-
(2,127)
(2,127)
Actuarial (gain) loss - changes in demographic
assumptions
306
-
306
Actuarial (gain) loss - changes in financial
assumptions
2,181
-
2,181
Actuarial (gain) loss - experience adjustments

3,010

-

3,010
Recognized in other comprehensive income

5,497

(2,127)

3,370
Contributions from the employer
-
(1,135)
(1,135)
Benefits paid

(3,087)

3,087

-
Balance at December 31, 2019
$ 88,411
$ (57,204)
$ 31,207
Balance at January 1, 2020
$ 88,411
$ (57,204)
$ 31,207
Service cost
Current service cost
810
-
810
Net interest expense (income)

663

(433)

230
Recognized in profit or loss

1,473

(433)

1,040
Remeasurement
Return on plan assets (excluding amounts
included in net interest)
-
(1,880)
(1,880)
Actuarial (gain) loss - changes in demographic
assumptions
229
-
229
Actuarial (gain) loss - changes in financial
assumptions
2,016
-
2,016
Actuarial (gain) loss - experience adjustments

(769)

-

(769)
Recognized in other comprehensive income

1,476

(1,880)

(404)
(Continued)
**December 31 **
  • 112 -
Present Value of
the Defined Net Defined
Benefit Fair Value of the Benefit Liabilities
Obligation Plan Assets (Assets)
Contributions from the employer $ - $ (1,099) $ (1,099)
Benefits paid
(6,868)

6,868

-
Balance at December 31, 2020 $ 84,492 $ (53,748) $ 30,744

An analysis by function of the amounts recognized in profit or loss in respect of the defined benefit plans is as follows:

Operating costs
Selling and marketing expenses
General and administrative expenses
Research and development expenses
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2020
$ 781

167
62

30

$ 1,040
2019
$ 801
179
102

48
$ 1,130

Through the defined benefit plans under the Labor Standards Law, the Company is exposed to the following risks:

  • 1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.

  • 2) Interest risk: A decrease in the government or corporate bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plans’ debt investments.

  • 3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salaries of the plan participants will increase the present value of the defined benefit obligation.

  • 113 -

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:

Discount rate(s)
Expected rate(s) of salary increase
**December 31 **
2020
2019
0.50%
0.75%
2%
2%

If possible reasonable change in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:

Discount rate(s)
0.25% increase
0.25% decrease
Expected rate(s) of salary increase
0.25% increase
0.25% decrease
**December 31 ** **December 31 **



2020
$ (2,017)

$ 2,090

$ 2,023

$ (1,963)
2019
$ (2,183)
$ 2,264
$ 2,196
$ (2,129)

The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

The expected contributions to the plan for the next year
The average duration of the defined benefit obligation
**December 31 ** **December 31 **
2020
$ 1,104

9.6 years
2019
$ 1,100
10 years

21. EQUITY

  • a. Share capital

Ordinary shares

Number of authorized shares (in thousands)

Amount of authorized shares

Number of issued and fully paid shares (in thousands)

Amount of issued and fully paid shares
**December 31 ** **December 31 **



2020

320,000

$ 3,200,000


240,865

$ 2,408,647
2019

320,000
$ 3,200,000

240,865
$ 2,408,647

Fully paid ordinary shares, which have a par value of $10, carry one vote per share and a right to receive dividends.

  • 114 -

b. Capital surplus

May be used to offset a deficit, distributed as cash dividends, or
transferred to share capital (1)
Arising from issuance of ordinary shares
May be used to offset a deficit only
Arising from changes in percentage of ownership interest in subsidiaries
(2)
Arising from share of changes in capital surplus of associates
December 31


2020
$ 355,183

159

4,035

$ 359,377
2019
$ 427,441
159

4,035
$ 431,635
  • 1) Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and once a year).

  • 2) Such capital surplus arises from the effect of changes in ownership interest in a subsidiary resulted from equity transactions other than actual disposal or acquisition, or from changes in capital surplus of subsidiaries accounted for using equity method.

c. Retained earnings and dividends policy

The Company considers the needs of the environment and the characteristics of the industry and long-term financial planning, dividend policy, measure of investment funds, financial structure, and surplus situation before it decides on the amount and type of surplus distribution.

  • Under the dividend policy as set forth in the Articles, when the Company made a profit in a fiscal year, the profit shall be first utilized for paying taxes and offsetting losses of previous years. The Company shall, after its losses have been covered and all taxes and dues have been paid and at the time of allocating surplus profit, first set aside 10% of such profit as a legal reserve. However, when the legal reserve amounts to the authorized capital, this shall not apply. In addition to the aforesaid legal reserve, the Company appropriates another sum as a special reserve. Finally, any remaining profit together with any undistributed retained earnings shall be used by the Company’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends and bonuses of shareholders. Cash dividends shall not be less than 10% of total dividends distributed. For the policies on distribution of compensation of employees and remuneration of directors, refer to compensation of employees and remuneration of directors in Note 23-h.

  • 115 -

  • Legal reserve shall be appropriated until it has reached the Company’s paid-in capital. This reserve may be used to offset a deficit. If the Company has no deficit, and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.

  • Under Order No. 1010012865, Order No. 1010047490 and Order No. 1030006415 issued by the FSC and the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs”, the Company should appropriate or reverse a special reserve.

  • The appropriation of earnings for 2019 and compensation of deficits for 2018 were approved in the shareholders’ meetings on June 29, 2020 and June 24, 2019, respectively, were as follows:

Legal reserve
Special reserve (reversed)
Appropriation of
Earnings
For Year
2019
$ 6,794
$ (210,093)
Compensation of
Deficits
Compensation of
Deficits


For Year
2018
$ -
$ 84,839

The Company’s shareholders in their meetings on June 29, 2020 and June 24, 2019 also resolved to issue cash dividends from the capital surplus of $72,258 thousand and $72,260 thousand, respectively.

The appropriations of earnings for 2020 are proposed by the Company’s board of directors and subject to the resolution of the shareholders’ meeting to be held on June 28, 2021.

22. REVENUE

Wires and cables revenue
Rental revenue
Others
Contract Balances
Notes and trade receivables (Note 10)

Contract assets - current
Sale of wires and cables



December 31,
2020
$ 317,030

$ 240,070
**For the Year Ended December 31 ** **For the Year Ended December 31 **




2020
$ 2,802,428

15,991

4,528

$ 2,822,947

December 31,
2019

$ 540,289



$ 155,721
2019
$ 2,736,852
15,749

5,135
$ 2,757,736
January 1,
2019
$ 386,504
$ -
  • 116 -

23. NET PROFIT

a. Interest income

Bank deposits
Others
her income
Dividends
Others
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
2019
$ 2,732
$ 5,898

26

20
$ 2,758
$ 5,918
For the Year Ended December 31


2020
$ 28,766


9,641

$ 38,407
2019
$ 21,284

10,612
$ 31,896

b. Other income

c. Other gains and losses

Financial assets mandatorily classified as at FVTPL
Net foreign exchange gains (losses)
(Loss) gain on disposal of property, plant and equipment
Loss on disposal of associates
Impairment loss on property, plant and equipment
Others
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2020
$ 23,067

1,770
(8,674)
-
-

(3,675)

$ 12,488
2019
$ 19,998
(1,815)
1,432
(6,539)
(14,718)

(6,384)
$ (8,026)

d. Finance costs

Interest on lease liabilities
Interest on deposits
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2020
$ 319


41

$ 360
2019
$ 386

41
$ 427
  • 117 -

e. Depreciation and amortization

An analysis of depreciation by function
Operating costs
Operating expenses
An analysis of amortization by function
Operating costs
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2020
$ 70,956


4,996

$ 75,952

$ 17
2019
$ 86,888

6,022
$ 92,910
$ 17

f. Operating expenses directly related to investment properties

Direct operating expenses of investment properties generating rental
income
g. Employee benefits expense
Post-employment benefits
Defined contribution plans
Defined benefit plans (Note 20)
Other employee benefits
Total employee benefits expense
An analysis of employee benefits expense by function
Operating costs
Operating expenses
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
2019
$ 4,698
$ 5,330
For the Year Ended December 31






2020
$ 5,861


1,040

6,901

190,256

$ 197,157

$ 143,181


53,976

$ 197,157
2019
$ 5,494

1,130
6,624

175,828
$ 182,452
$ 134,150

48,302
$ 182,452

h. Compensation of employees and remuneration of directors

According to the Company’s Articles, where the Company made a profit in a fiscal year, it distributes compensation of employees at the rate of no less than 1% and no higher than 5% and remuneration of directors at the rate of no higher than 2.5% of net profit before income tax. The compensation of employees is calculated based on the remaining balance of the current year’s profit (i.e., profit before income tax prior to the distribution of compensation of employees and remuneration of directors) minus accumulated deficits.

  • 118 -

The compensation of employees and remuneration of directors for the year ended December 31, 2020 are subject to the approval by the Company’s board of directors. The compensation of employees and remuneration of directors for the year ended December 31, 2019 were approved by the Company’s board of directors on May 12, 2020 as follows:

Accrual rate

Compensation of employees
Remuneration of directors
Amount
Compensation of employees
Remuneration of directors
**For the Year Ended December 31 ** **For the Year Ended December 31 **
2020
2019
2.93%
4.36%
1.17%
2.16%
For the Year Ended December 31
2020
Cash
$ 9,000
3,600
2019
Cash
$ 3,800
1,880

If there is a change in the amounts after the annual consolidated financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate.

There was no difference between the actual amounts of compensation of employees and remuneration of directors and supervisors paid and the amounts recognized in 2019 and 2018 in the consolidated financial statements for the years ended December 31, 2019 and 2018.

Information on the compensation of employees and remuneration of directors resolved by the Company’s board of directors is available at the Market Observation Post System website of the Taiwan Stock Exchange.

  • i. Gains or losses on foreign currency exchange
Foreign exchange gains
Foreign exchange losses
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2020
$ 6,807


(5,037)

$ 1,770
2019
$ 2,500

(4,315)
$ (1,815)

24. INCOME TAXES

  • a. Income tax recognized in profit or loss

Major components of income tax expense are as follows:

Current tax
In respect of the current year
Adjustments for prior year
Deferred tax
In respect of the current year
Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2020
$ 45,496

-

6,687

$ 52,183
2019
$ 4,965
(1,049)

9,559
$ 13,475
  • 119 -

A reconciliation of accounting profit and income tax expense is as follows:

Profit before tax
Income tax expense calculated at the statutory rate
Non-deductible expenses in determining taxable income
Tax-exempt income
Unrecognized deductible temporary differences
Adjustments for prior years’ tax
Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2020
$ 294,163

$ 58,833

-
(5,753)
(897)

-

$ 52,183
2019
$ 81,417
$ 16,283
38
(4,257)
2,460

(1,049)
$ 13,475

In July 2019, the president of the ROC announced the amendments to the Statute for Industrial Innovation, which stipulate that the amounts of unappropriated earnings in 2018 and thereafter that are reinvested in the construction or purchase of certain assets or technologies are allowed as deduction when computing the income tax on unappropriated earnings. When calculating the tax on unappropriated earnings, the Group only deducts the amount of the unappropriated earnings that has been reinvested in capital expenditure.

b. Income tax recognized in other comprehensive income

Deferred tax
In respect of the current year
Remeasurement of defined benefit plans
Total income tax expense (benefit) recognized in other
comprehensive income
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2020
$ 81
$ 81
2019
$ (674)
$ (674)

c. Current tax liabilities

Current tax liabilities
Income tax payable
**December 31 ** **December 31 **
2020
$ 42,955
2019
$ 1,970
  • 120 -

d. Deferred tax assets and liabilities

The movements of deferred tax assets and deferred tax liabilities were as follows:

For the year ended December 31, 2020

Recognized in Recognized in Recognized in
Other
Recognized in Comprehensive
Deferred Tax Assets
Opening Balance Profit or Loss Income Closing Balance
Temporary differences
Unrealized investment
losses $ 3,630 $ 311 $ - $ 3,941
Inventory write-downs 18,000 (1,900) - 16,100
Unrealized valuation
losses 2,061 (2,061) - -
Defined benefit plans 7,773 (12) (81) 7,680
Others 887 (472) - 415
$ 32,351 $ (4,134) $
(81)
$ 28,136
Recognized in
Other
Recognized in Comprehensive
Deferred Tax Liabilities
Opening Balance Profit or Loss Income Closing Balance
Temporary differences
Unrealized valuation gains $ - $ 2,553 $ - $ 2,553
For the year ended December 31, 2019
Recognized in
Other
Recognized in Comprehensive
Deferred Tax Assets
Opening Balance Profit or Loss Income Closing Balance
Temporary differences
Unrealized investment
losses $ 3,229 $ 401 $ - $ 3,630
Inventory write-downs 24,500 (6,500) - 18,000
Unrealized valuation
losses 6,060 (3,999) - 2,061
Defined benefit plans 7,100 (1) 674 7,773
Others 347 540 - 887
$ 41,236 $ (9,559) $
674
$ 32,351

e. Deductible temporary differences and unused loss carryforwards for which no deferred tax assets have been recognized in the consolidated balance sheets

Deductible temporary differences
Unrealized investment losses
Impairment of assets
**December ** **31 **


2020
$ 326,643

29,299

$ 355,942
2019
$ 325,267
35,160
$ 360,427
  • 121 -
Loss carryforwards
Expiry in 2020
Expiry in 2021
Expiry in 2022
Expiry in 2023
Expiry in 2024
Expiry in 2025
Expiry in 2026
Expiry in 2027
Expiry in 2028
Expiry in 2029
Expiry in 2030
**December ** **31 **


2020
$ -

4,876
4,512
2,893
7,905
5,984
2,007
3,536
1,965
2,282

1,877

$ 37,837
2019
$ 2,323
4,876
4,512
2,893
7,905
5,984
2,007
3,536
1,965
2,282

-
$ 38,283

f. Income tax assessments

The income tax returns of the Company through 2018 have been assessed and cleared by the tax authorities.

The income tax returns of Muchonfarm Inc. through 2019 have been assessed and cleared by the tax authorities.

25. EARNINGS PER SHARE

The earnings and weighted average number of ordinary shares outstanding used in the computation of earnings per share were as follows:

Net Profit for the Year

Profit for the year attributable to owners of the Company
Weighted Average Number of Ordinary Shares Outstanding
Weighted average number of ordinary shares used in the computation of
basic earnings per share
Effect of potentially dilutive ordinary shares:
Employees’ compensation issued
Weighted average number of ordinary shares used in the computation of
diluted earnings per share
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
2019
$ 241,980
$ 67,942
(In Thousands of Shares)
For the Year Ended December 31
2020
240,865

849
241,714
2019
240,865

443
241,308
  • 122 -

The Group may settle the compensation of employees in cash or shares; therefore, the Group assumes that the entire amount of the compensation will be settled in shares, and the resulting potential shares are included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

26. CAPITAL MANAGEMENT

In consideration of the industry dynamics, the Group manages its capital in a manner to ensure that it has sufficient and necessary financial resources to find its working capital needs, capital assets purchases, research and development activities, and dividend payments associated with its existing operations over the next 12 months.

27. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments not measured at fair value

Management believes the carrying amounts of financial assets and financial liabilities recognized in the consolidated financial statements approximate their fair values or their fair values cannot be reliably measured.

  • b. Fair value of financial instruments measured at fair value on a recurring basis

  • 1) Fair value hierarchy

December 31, 2020

Financial assets at FVTPL
Gold investment account

Financial assets at FVTOCI
Listed securities in the ROC
Equity securities
Unlisted securities in the
ROC
Equity securities
Preference shares

Level 1
$ 167,508
876,443
-

-

$ 1,043,951
Level 2
$ -

-

-

-

$ -
Level 3
$ -

-

231,660

9,175

$ 240,835
Total
$ 167,508

876,443

231,660

9,175
$ 1,284,786
  • 123 -

December 31, 2019

Financial assets at FVTPL
Gold investment account

Financial assets at FVTOCI
Listed securities in the ROC
Equity securities
Unlisted securities in the
ROC
Equity securities
Preference shares

Level 1
$ 144,441
498,706
-

-

$ 643,147
Level 2
$ -

-

-

-

$ -
Level 3
$ -

-

188,232

13,149

$ 201,381
Total
$ 144,441

498,706

188,232

13,149
$ 844,528

There were no transfers between Levels 1 and 2 in the current and prior years.

  • 2) Reconciliation of Level 3 fair value measurements of financial instruments

For the year ended December 31, 2020

Financial assets
Balance at January 1, 2020
Disposals/settlements
Return of shares after capital reduction
Recognized in other comprehensive income (included in unrealized
valuation gain (loss) on financial assets at FVTOCI)
Balance at December 31, 2020
For the year ended December 31, 2019
Financial assets
Balance at January 1, 2019
Disposals/settlements
Return of shares after capital reduction
Transferred to Level 1
Recognized in other comprehensive income (included in unrealized
valuation gain (loss) on financial assets at FVTOCI)
Balance at December 31, 2019
Financial Assets
**at FVTOCI **
Equity
Instruments
$ 201,381
(4,694)
(9,253)

53,401
$ 240,835
Financial Assets
**at FVTOCI **
Equity
Instruments
$ 207,152
(29,179)
(16,986)
(21,290)

61,684
$ 201,381
  • 124 -

  • 3) Valuation techniques and inputs applied for Level 3 fair value measurement

Domestic unlisted shares were valued using the market approach. The estimates and assumptions used by the Group under the market approach are consistent with those used by market participants in the pricing of financial instruments.

  • c. Categories of financial instruments
Financial assets
FVTPL
Mandatorily classified as at FVTPL

Financial assets at amortized cost (Note 1)
Financial assets at FVTOCI
Financial liabilities
Amortized cost (Note 2)
**December 31 **
2020
2019
$ 167,508
$ 144,441
1,052,596
1,274,217
1,117,278
700,087
311,979
444,980

Note 1: The balances include financial assets at amortized cost, which comprise cash and cash equivalents, debt investments, notes receivable, trade receivables, amounts due from customers for construction contracts, other receivables and refundable deposits.

Note 2: The balances include financial liabilities at amortized cost, which comprise notes payable, trade payables, amounts due to customers for constructions contracts, other payables and guarantee deposits.

d. Financial risk management objectives and policies

The Group sought to minimize the effects of these risks by using derivative financial instruments to hedge risk exposures. The use of financial derivatives was governed by the Group’s policies approved by the board of directors.

1) Market risk

The Group’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below) and interest rates (see (b) below).

  • 125 -

a) Foreign currency risk

With regard to the carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities (including those eliminated on consolidation), refer to Note 33.

Sensitivity analysis

The Group is mainly exposed to the USD and JPY.

The following table details the Group’s sensitivity to a 2% increase in New Taiwan dollars (the functional currency) against the relevant foreign currencies. The sensitivity rate of 2% is used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis included only outstanding foreign currency denominated monetary items at the end of the reporting period under the assumption of a 2% change in foreign currency rates. A positive number below indicates an increase/decrease in pre-tax profit/loss when New Taiwan dollars strengthened by 2% against the relevant currency. For a 2% weakening of New Taiwan dollars against the relevant currency, there would be an equal and opposite impact on pre-tax profit/loss and the balances below would be negative.

Profit or loss USD Impact
For the Year Ended
December 31
2020
2019
$ (457)
$ 1,436
JPY Impact
For the Year Ended
**December 31 **
2020
2019
$ 152
$ -

The amounts were mainly attributable to the outstanding receivables and payables, which were not hedged at the end of the reporting period.

The Group’s sensitivity to foreign currency risk in 2020 has not changed significantly from the prior year.

b) Interest rate risk

The carrying amounts of the Group’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting period were as follows:

Fair value interest rate risk
Financial assets
Cash flow interest rate risk
Financial assets
December 31
2020
2019
$ 487,200
$ 557,867
232,731
152,706
  • 126 -

Sensitivity analysis

The sensitivity analyses below were determined based on the Group’s exposure to interest rates for both derivatives and non-derivative instruments at the end of the reporting period. A sensitivity rate of 0.25% increase or decrease was used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

If interest rates had been 0.25% higher/lower and all other variables were held constant, the Group’s pre-tax profit/loss for the years ended December 31, 2020 and 2019 would have increased/decreased by $582 thousand and $382 thousand, respectively, which was mainly a result of variable-rate bank deposits.

The Group’s sensitivity to interest rate risk in 2020 has not changed significantly from the prior year.

  • c) Other price risk

The Group was exposed to equity price risk through its investments in equity securities. The Group has appointed a special team to monitor the price risk and make plans to manage the price risk.

Sensitivity analysis

The sensitivity analyses below were determined based on the exposure to the price risks of the aforementioned investments at the end of the reporting period.

If equity prices had been 1% higher/lower, pre-tax profit for the years ended December 31, 2020 and 2019 would have increased/decreased by $1,675 thousand and $1,444 thousand, respectively, as a result of the changes in fair value of financial assets at FVTPL, and the pre-tax other comprehensive income for the years ended December 31, 2020 and 2019 would have increased/decreased by $8,764 thousand and $4,987 thousand, respectively, as a result of the changes in fair value of financial assets at FVTOCI.

The Group’s sensitivity to investments in equity securities in 2020 has not changed significantly from the prior year.

  • 2) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. As at the end of the reporting period, the Group’s maximum exposure to credit risk which will cause a financial loss to the Group due to failure of counterparties to discharge an obligation and financial guarantees provided by the Group could arise from:

  • a) The carrying amount of the respective recognized financial assets as stated in the balance sheets; and

  • 127 -

  • b) The amount of contingent liabilities in relation to financial guarantee issued by the Group.

The Group adopted a policy of only dealing with government agencies and creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group only transacts with entities that are rated the equivalent of investment grade and above.

Refer to Note 10 for impairment assessment of individual customer receivables.

3) Liquidity risk

The Group manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.

The Group relies on bank borrowings as a significant source of liquidity. As of December 31, 2020 and 2019, the Group had available unutilized short-term bank loan facilities of $1,143,507 thousand and $1,113,198 thousand, respectively.

28. TRANSACTIONS WITH RELATED PARTIES

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties were disclosed below.

  • a. Related party name and category

Related Party Name Related Party Category Young Fast Optoelectronics Co., Ltd. (Young Fast) Other related party (the Company is the corporate director) Taiwan SRU Corp. Ltd. (SRU) Other related party (related party in substance) Bond-Galv Industrial Co., Ltd. (Bond-Galv) Other related party (corporate director of the Company)

  • 128 -

b. Operating revenue

Line Item
Related Party Category/Name
Sales
Other related parties
Rental revenue
Other related parties
Young Fast
SRU
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2020
$ 294

$ 10,081


1,719

$ 11,800
2019
$ 90
$ 10,039

1,719
$ 11,758

Sales were made at discounted market price to reflect the quantity of goods sold and the relationships between the parties.

Terms of sales from related parties were similar to those from third parties.

The Group rented houses to related parties. The amount of rent was agreed by both parties.

Terms of rent collection from related parties were similar to those from third parties.

As of December 31, 2020 and 2019, guarantee deposits received from the renting of houses to related parties were as follows:

Line Item
Related Party Category/Name
Guarantee deposits received
Other related parties
Young Fast
SRU
**December 31 ** **December 31 **


2020
$ 3,000


450

$ 3,450
2019
$ 3,000

450
$ 3,450

c. Purchases of goods

Related Party Category
Other related parties
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2020
$ 131,933
2019
$ 72,540

Purchases were made at discounted market prices to reflect the quantity of goods purchased and the relationships between the parties.

Terms of purchases from related parties were similar to those from third parties.

  • 129 -

d. Payables to related parties

Line Item
Related Party Category/Name
Trade payables to related
Other related parties
parties
Young Fast
December 31 December 31
2020
$ -
2019
$ 27,069

The outstanding payables to related parties were unsecured.

  • e. Remuneration of key management personnel
Short-term employee benefits **For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2020
$ 23,579
2019
$ 15,263

The remuneration of directors and key executives, as determined by the remuneration committee, was based on the performance of individuals and market trends.

29. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The following assets had been mortgaged as collateral for long- and short-term bank credit lines, performance guaranty, and a deposit for management and maintenance of public open space:

Financial assets at amortized cost - current
Pledged time deposits
Property, plant and equipment
Freehold land
Buildings, net
Investment properties
Freehold land
Buildings, net
December 31


2020
$ -

170,737
450,448
51,692
21,417

$ 694,294
2019
$ 2,986
170,737
468,147
51,692
22,031
$ 715,593

30. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

In addition to those disclosed in other notes, significant commitments and contingencies of the Group as of December 31, 2020 and 2019 were as follows:

  • a. As of December 31, 2020 and 2019, unused letters of credit for purchases of raw materials and machinery and equipment amounted to the following:
USD
JPY
**December 31 ** **December 31 **

2020
$ 3,423

$ 36,600
2019
$ 3,257
$ 35,352
  • 130 -

  • b. Unrecognized commitments for purchase of property, plant and equipment amounted to the following:

NTD December 31 December 31
2020
$ 54,123
2019
$ 24,859
c. Unrecognized contractual commitments of contracts entered into
subcontractors are as follows:
NTD
c. Unrecognized contractual commitments of contracts entered into
subcontractors are as follows:
NTD
between the Group and the
**December 31 **
between the Group and the
**December 31 **
2020
$ 190,624
2019
$ 221,273
  • d. In accordance with the customs import tariff of the post-release duty payment for imported goods, the bank issued a letter of guarantee on behalf of the Group to the customs. The endorsement/guarantee amount was as follows:
NTD **December ** **31 **
2020
$ 5,000
2019
$ 5,000

31. SIGNIFICANT LOSSES FROM DISASTERS: NONE

32. SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD: NONE

33. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The Group’s significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies of the entities in the Group and the related exchange rates between the foreign currencies and the respective functional currencies were as follows:

December 31, 2020

Foreign
Currency
(In Thousands) Exchange Rate
Financial assets
Monetary items
USD

$ 792
28.43

JPY

64,846
0.27





Non-monetary items

Investments accounted for using the equity method
HKD

155
3.67


Financial liabilities


Monetary items

USD

1,590
28.53

JPY

36,650
0.28



Carrying
Amount (In
Thousands)
$ 22,521

17,787
$ 40,308
$ 570
$ 45,349

10,200
$ 55,549
  • 131 -

December 31, 2019

Foreign
Currency
(In Thousands) Exchange Rate
Financial assets
Monetary items
USD

$ 4,246
29.93


Non-monetary items

Investments accounted for using the equity method
HKD

95
3.85


Financial liabilities


Monetary items

USD

1,840
30.03
Carrying
Amount (In
Thousands)
$ 127,073
$ 366
$ 55,249

The Group is mainly exposed to the USD and JPY. The following information was aggregated by the functional currencies of the entities in the Group, and the exchange rate between the respective functional currency and the presentation currency was disclosed. The significant realized and unrealized foreign exchange gains (losses) were as follows:

Functional Currency

NTD
**For the Year Ended December 31 ** **For the Year Ended December 31 **
2020
Exchange Rate
Net Foreign
Exchange Gain
(Loss)

1 (NTD:NTD)
$ 1,770
2019
Exchange Rate
Net Foreign
Exchange Gain
(Loss)
1 (NTD:NTD)
$ (1,815)

34. SEPARATELY DISCLOSED ITEMS

  • a. Information about significant transactions:

  • 1) Financing provided to others: None.

  • 2) Endorsements/guarantees provided: None.

  • 3) Marketable securities held (excluding investments in subsidiaries, associates and joint controlled entities) (Table 1)

  • 4) Marketable securities acquired and disposed of at costs or prices at least NT$300 million or 20% of the paid-in capital: None.

  • 5) Acquisitions of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital: None.

  • 6) Disposals of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital: None.

  • 7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 2)

  • 132 -

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: None.

  • 9) Trading in derivative instruments: None.

  • 10) Intercompany relationships and significant intercompany transactions: As the transaction amounts are not significant, they are not separately disclosed.

  • b. Information on investees (Table 3)

  • c. Information on investments in mainland China

  • 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area: None.

  • 2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses: None.

    • a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period.

    • b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period.

    • c) The amount of property transactions and the amount of the resultant gains or losses.

    • d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes.

    • e) The highest period balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds.

    • f) Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receipt of services.

  • d. Information of major shareholders: list all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder (Table 4)

35. SEGMENT INFORMATION

Information reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance focuses on types of goods or services delivered or provided.

  • 133 -

a. Segment revenue and results:

The information of the Group’s revenue and results by segment was as follows:

For the year ended December 31, 2020

Wires and Cables
Segment
Others Segment
Segment revenue
$ 2,802,428
$ 20,519

Segment income
233,708
6,934

Interest income
Other gains and losses
Finance costs
Share of profit of associates accounted for using
the equity method

Profit before tax
Total
$ 2,822,947
$ 240,642
2,758
50,895
(360)

228
$ 294,163

For the year ended December 31, 2019

Wires and Cables
Segment
Others Segment
Segment revenue
$ 2,736,852
$ 20,884

Segment income
52,949
6,131

Interest income
Other gains and losses
Finance costs
Share of loss of associates accounted for using the
equity method

Profit before tax
Total
$ 2,757,736
$ 59,080
5,918
23,870
(427)

(7,024)
$ 81,417

The revenue above was generated from transactions with external customers.

Segment profit represented the profit before tax earned by each segment without allocation of central administration costs, share of profit of associates, interest income, dividend income, gain or loss on disposal of property, plant and equipment, gain or loss on disposal of financial instruments, foreign exchange gains or losses, finance costs, other gains and losses and income tax expense. This was the measure reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance.

b. Segment total assets and liabilities

The amounts of the Group’s assets and liabilities are not used in the management’s decision-making; therefore, the amounts of assets and liabilities were zero.

  • 134 -

c. Other segment information

Wires and cables segment Depreciation and Amortization Depreciation and Amortization Depreciation and Amortization
For the Year Ended December 31
2020
$ 71,616
2019
$ 88,667

d. Revenue from major products and services

The following is an analysis of the Group’s revenue from continuing operations from its major products and services.

Wires and cables segment
For the Year Ended December 31 For the Year Ended December 31
2020
$ 2,802,428
2019
$ 2,736,852

e. Geographical information

The Group mainly operates in Taiwan, Europe, USA, and Asia.

The Group’s revenue from external customers by location is detailed below:

Taiwan

Europe
USA
Asia
Others

Revenue from External Customers Revenue from External Customers Revenue from External Customers
**For the Year Ended December 31 **


2020
$ 2,645,089

31,079
44,306
102,473

-

$ 2,822,947
2019
$ 2,615,341
31,288
92,197
18,131

779
$ 2,757,736
  • f. Information about major customers

Single customers contributing 10% or more to the Group’s revenue were as follows:

Customer A

Customer B
**For the Year Ended December 31 ** **For the Year Ended December 31 **
2020
Sales
%
$ 1,517,943
54

NA (Note)
NA (Note)
2019
Sales
%
$ 1,194,682
43
297,879
11

Note: The amount of revenue is less than 10% of the Group’s revenue.

  • 135 -

TABLE 1

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD. AND SUBSIDIARIES

MARKETABLE SECURITIES HELD DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars/Shares, Unless Stated Otherwise)

Holding Company Name Type and Name of Marketable Securities Relationship with the Holding
Company
Financial Statement Account December 31, 2020 December 31, 2020 December 31, 2020 Note
Number of
Shares
Carrying
Amount
% of Ownership
Fair Value
Hold-Key Electric Wire & Cable Co., Ltd. G-Shank Enterprise Co., Ltd.
Nishoku Technology Inc.
Taiwan Cooperative Financial Holding Co., Ltd.
Global Mixed-Mode Technology Inc.
Sinher Technology Inc.
DrayTek Company
Taiwan Fu Hsing Industrial Co., Ltd.
Mega Financial Holding Company Ltd.
Young Fast Optoelectronics Co., Ltd.
MagiCap Venture Capital Co., Ltd.
Sol Young Enterprises Co., Ltd.
Bond-Galv Industrial Co., Ltd.
Fuzetec Technology Co., Ltd.
Mosart Semiconductor Corp.
Luminous Optical Technology Co., Ltd.
Taiwan Submarine Cable Co., Ltd.
-
-
-
-
-
-
-
-
The Company is the corporate
director
-
Corporate director
Corporate director
-
-
-
-
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
565
164
3,133
70
185
253
56
150
20,415
73
3,652
1,797
1,091
743
826
30


$ 11,696
17,876
63,751
11,165
8,676
6,578
2,512
4,470
698,187
9,175
135,622
64,199
51,532
9,976
21,563

300
$ 1,117,278
0.31
0.26
0.02
0.08
0.25
0.29
0.03
0.00
13.49
1.78
5.60
11.46
3.47
3.32
5.50
6.67
$ 11,696
17,876
63,751
11,165
8,676
6,578
2,512
4,470
698,187
9,175
135,622
64,199
51,532
9,976
21,563
300
  • 136 -

TABLE 2

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD. AND SUBSIDIARIES

TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Buyer Related Party Relationship Transaction Details Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts
Receivable (Payable)
Notes/Accounts
Receivable (Payable)
Note
Purchase/
Sale
Amount % of
**Total **
Payment Terms Unit Price Payment Terms Ending Balance
% of
**Total **
Hold-Key Electric Wire & Cable
Co., Ltd.
Young Fast Optoelectronics
Co., Ltd.
The Company is the corporate
director
Purchase $ 131,933 6.65 Payment in 60 days after
acceptance
Note Equivalent $ - -

Note: It is an agreement between the two parties.

  • 137 -

TABLE 3

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD. AND SUBSIDIARIES

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars, U.S. Dollars and Hong Kong Dollars, Unless Stated Otherwise)

Investor Company Investee Company Location Main Businesses
and Products
Investment Amount Investment Amount **As of December 31, ** **As of December 31, ** 2020 Net Income
(Loss) of the
Investee
Share of Profit
(Loss)
Note
December 31,
2020
December 31,
2019
Number of
Shares
% of
Ownership
Carrying
Amount
Hold-Key Electric Wire &
Cable Co., Ltd.
Holdkey (Belize)
Investments Limited
Holdkey (Belize)
Investments Limited
Muchonfarm Inc.
Midori Mark (H.K.)
Limited
Belize City
3F., No. 36-10, Sec. 1, Fuxing S. Rd., Zhongshan
Dist., Taipei City 104, Taiwan (R.O.C.)
Unit 2911, Tower 2 Metroplaza, 223 Hing Fong Rd.,
Kwai Fong, N.T., Hong Kong
Investment
Agriculture
Trading of various
panels
$ 346,448
(US$ 10,237)
(HK$ 1,000)
87,250
US$ 539
$ 346,448
(US$ 10,237)
(HK$ 1,000)

87,250
US$ 539
9,971
13,000
2,325
100.00
100.00
21.83
$ 4,967
50,533
570
$ 179

(3,111)

1,046
$ 179

(3,111)

228
Subsidiary
Subsidiary
  • 138 -

TABLE 4

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

INFORMATION OF MAJOR SHAREHOLDERS DECEMBER 31, 2020

Name of Major Shareholder Shares Shares
Number of
Shares
Percentage of
Ownership (%)
Sol Young Enterprises Co., Ltd. 77,556,914 32.19

Note: The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Company based on the number of ordinary shares and preference shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (including treasury shares) by the Company as of the last business day for the current quarter. The share capital in the consolidated financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.

  • 139 -

The stand-alone financial statements of the Company for the most recent year, audited and attested by CPA,

  • (I) CPA’s audit report

  • (II) Balance sheets

  • (III) Comprehensive income statement

  • (IV) Statement of changes in equity

  • (V) Cash flow statement

  • (VI) Note

  • 140 -

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Hold-Key Electric Wire & Cable Co., Ltd.

Opinion

We have audited the accompanying financial statements of Hold-Key Electric Wire & Cable Co., Ltd. (the “Company”), which comprise the balance sheets as of December 31, 2020 and 2019, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

  • 141 -

Revenue Recognition

The Company’s revenue from sales of wires and cables to contractors of domestic government projects is recognized upon customers’ acceptance of the products in accordance with the agreement. As the amount of revenue is significant to the financial statements, the occurrence of revenue recognition was deemed as a key audit matter for the year ended December 31, 2020.

To address this matter, we evaluated the Company’s revenue recognition policy and the design and implementation of internal controls for this type of revenue. We selected samples of the recorded sales revenue and verified them against the contract, customers’ acceptance documents, sales orders, etc., and confirmed the occurrence of revenue transactions.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

  • 142 -

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

  • 143 -

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Tza-Li Gung and Wen-Yuan Chuang.

Deloitte & Touche Taipei, Taiwan Republic of China

March 22, 2021

Notice to Readers

The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.

  • 144 -

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)

Financial assets at fair value through profit or loss - current (Notes 4 and 7)
Financial assets at fair value through other comprehensive income - current (Notes 4 and 8)
Financial assets at amortized cost - current (Notes 4, 9 and 28)
Contract assets - current (Notes 4 and 21)
Notes receivable (Notes 4, 10 and 21)
Trade receivables (Notes 4, 10 and 21)
Amounts due from customers for construction contracts (Note 11)
Other receivables (Note 10)
Inventories (Notes 4, 5 and 12)
Other current assets (Note 17)

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8)
Investments accounted for using the equity method (Notes 4 and 13)
Property, plant and equipment (Notes 4, 14 and 28)
Right-of-use assets (Notes 4 and 15)
Investment properties (Notes 4, 16 and 28)
Deferred tax assets (Notes 4, 5 and 23)
Other non-current assets (Note 17)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Notes payable

Trade payables to unrelated parties

Trade payables to related parties (Note 27)

Amounts due to customers for construction contracts (Note 11)

Other payables (Note 18)

Current tax liabilities (Notes 4 and 23)

Lease liabilities - current (Notes 4 and 15)

Other current liabilities (Note 18)


Total current liabilities


NON-CURRENT LIABILITIES

Deferred tax liabilities (Notes 4 and 23)

Lease liabilities - non-current (Notes 4 and 15)

Other non-current liabilities (Notes 18, 19 and 27)


Total non-current liabilities


Total liabilities


EQUITY (Notes 4, 8 and 20)

Ordinary shares

Capital surplus

Retained earnings

Legal reserve

Special reserve

Unappropriated earnings

Total retained earnings

Other equity


Total equity


TOTAL
2020
Amount
%
$ 677,966
13
167,508
3
126,724
3
14,000
-
240,070
5
26,483
-
290,463
6
-
-
2,936
-
755,907
15

38,417

1


2,340,474
46

990,554
20
55,500
1
1,389,644
28
4,928
-
192,936
4
28,136
1

27,043

-


2,688,741
54

$ 5,029,215
100

$ 290
-

220,435
4

-
-

2,066
-

82,575
2

42,955
1

2,809
-

23,001

-



374,131

7



2,553
-

2,261
-

34,676

1



39,490

1



413,621

8



2,408,647
48


359,377

7


307,990
6

11,237
-

1,207,765
24


1,526,992
30


320,578

7



4,615,594
92


$ 5,029,215
100
2019



















































































Amount
%
$ 662,288
14

144,441
3

118,679
3

16,986
-

155,721
3

38,547
1

501,587
11

3,203
-

9,286
-

817,480
18

48,255

1

2,516,473
54

581,408
13

58,689
1

1,175,721
25

21,706
1

195,156
4

32,351
1

40,385

1

2,105,416
46
$ 4,621,889
100
$ 171
-

319,311
7

27,069
1

10,802
-

80,675
2

1,970
-

6,254
-

15,654

-

461,906
10

-
-

15,622
-

35,139

1

50,761

1

512,667
11

2,408,647
52

431,635

9

301,196
7

221,330
5

757,651
16

1,280,177
28

(11,237)

-

4,109,222
89
$ 4,621,889
100

The accompanying notes are an integral part of the financial statements.

  • 145 -

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4, 21 and 27)

OPERATING COSTS (Notes 12, 19, 22 and 27)

GROSS PROFIT

OPERATING EXPENSES (Notes 19, 22 and 27)
Selling and marketing expenses
General and administrative expenses
Research and development expenses

Total operating expenses

PROFIT FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
Interest income (Note 22)
Other income (Note 22)
Other gains and losses (Note 22)
Finance costs (Note 22)
Share of loss of subsidiaries (Note 13)

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4, 5 and 23)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to profit or
loss:
Remeasurement of defined benefit plans
Unrealized gain on investments in equity instruments at
fair value through other comprehensive income
2020
Amount
%
$ 2,818,659
100

2,474,138
88


344,521
12

56,281
2
38,492
1

4,460

-


99,233

3


245,288

9

2,551
-
37,064
1
12,488
1
(296)
-

(2,932)

-


48,875

2

294,163
11

52,183

2


241,980

9

323
-
336,584
12
2019



























Amount
%
$ 2,752,856
100

2,581,613
94

171,243

6

63,444
2

37,263
2

6,885

-

107,592

4

63,651

2

5,651
-

31,525
1

(1,458)
-

(361)
-

(17,591)

-

17,766

1

81,417
3

13,475

-

67,942

3

(2,696)
-

199,036
7
(Continued)
  • 146 -

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit or
loss:
Exchange differences on translating foreign operations
Other comprehensive income for the year, net of
income tax

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

EARNINGS PER SHARE (Note 24)
Basic
Diluted
2020
Amount
%
$ (257)

-


336,650
12

$ 578,630
21

$ 1.00
$ 1.00
2019




Amount
%
$ (41)

-

196,299

7
$ 264,241
10
$ 0.28
$ 0.28

$ $


The accompanying notes are an integral part of the financial statements.

(Concluded)

  • 147 -

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

Share Capital
Capital Surplus
BALANCE AT JANUARY 1, 2019
$ 2,408,647
$ 503,895

Appropriation of the 2018 earnings
Special reserve

-

-

Issuance of cash dividends from capital surplus

-

(72,260)

Net profit for the year ended December 31, 2019
-
-
Other comprehensive income (loss) for the year ended
December 31, 2019, net of income tax

-

-

Total comprehensive income (loss) for the year ended
December 31, 2019

-

-

Disposals of investments in equity instruments designated
as at fair value through other comprehensive income

-

-

BALANCE AT DECEMBER 31, 2019

2,408,647

431,635

Appropriation of the 2019 earnings
Legal reserve

-

-

Reversal of special reserve

-

-

Issuance of cash dividends from capital surplus

-

(72,258)

Net profit for the year ended December 31, 2020
-
-
Other comprehensive income (loss) for the year ended
December 31, 2020, net of income tax

-

-

Total comprehensive income (loss) for the year ended
December 31, 2020

-

-

Disposals of investments in equity instruments designated
as at fair value through other comprehensive income

-

-

BALANCE AT DECEMBER 31, 2020
$ 2,408,647
$ 359,377
Retained Earnings Total
$ 1,226,029


-


-

67,942

(2,696)


65,246


(11,098)


1,280,177


-


-


-

241,980

323


242,303


4,512

$ 1,526,992
Other Equity Total
$ (221,330)


-


-

-

198,995


198,995


11,098


(11,237)


-


-


-

-

336,327


336,327


(4,512)

$ 320,578
Total Equity
$ 3,917,241

-

(72,260)
67,942

196,299

264,241

-

4,109,222

-

-

(72,258)
241,980

336,650

578,630

-
$ 4,615,594
Exchange
Differences on
Translating
Unrealized Gain
(Loss) on
Financial Assets
at Fair Value
Through Other
Foreign
Operations
Comprehensive
Income
$ 6,103
$ (227,433)


-

-


-

-

-
-

(41)

199,036


(41)

199,036


-

11,098


6,062

(17,299)


-

-


-

-


-

-

-
-

(257)

336,584


(257)

336,584


-

(4,512)

$ 5,805
$ 314,773

Legal Reserve
Special Reserve
Unappropriated
Earnings
$ 301,196
$ 136,491
$ 788,342


-

84,839

(84,839)


-

-

-

-
-
67,942

-

-

(2,696)


-

-

65,246


-

-

(11,098)


301,196

221,330

757,651


6,794

-

(6,794)


-

(210,093)

210,093


-

-

-

-
-
241,980

-

-

323


-

-

242,303


-

-

4,512

$ 307,990
$ 11,237
$ 1,207,765

The accompanying notes are an integral part of the financial statements.

  • 148 -

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax

Adjustments for:
Depreciation expenses
(Reversal of) expected credit loss on trade receivables
Net gain on fair value changes of financial assets designated as at fair value
through profit or loss
Finance costs
Interest income
Dividend income
Share of (profit) loss of subsidiaries
Loss (gain) on disposal of property, plant and equipment
Impairment loss recognized on property, plant and equipment
Write-downs of inventories
Reversal of write-downs of inventories
Net loss (gain) on foreign currency exchange
Other non-cash items
Changes in operating assets and liabilities
Contract assets
Notes receivable
Trade receivables
Amounts due from customers for construction contracts
Other receivables
Inventories
Other current assets
Notes payable
Trade payables
Amounts due to customers for construction contracts
Other payables
Other current liabilities
Other non-current liabilities

Cash generated from (used in) operations
Interest paid
Income tax paid

Net cash generated from (used in) operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through other comprehensive income
Proceeds from sale of financial assets at fair value through other
comprehensive income
Proceeds from capital reduction by return of shares - financial assets at
FVTOCI
Purchase of financial assets at amortized cost
2020
$ 294,163

74,364
(2,089)
(23,067)
296
(2,551)
(28,766)
2,932
8,674
-
1,850
(9,500)
421
(8)
(84,599)
12,020
213,189
3,203
6,098
69,223
9,838
119
(126,045)
(8,736)
2,198
7,347

(59)

420,515
(296)

(4,511)


415,708

(94,554)
4,694
9,253
(28,000)
2019
$ 81,417
91,303
2,607
(19,998)
361
(5,651)
(21,284)
17,591
(1,432)
14,718
4,812
(32,500)
(723)
-
(155,721)
(18,058)
(138,452)
210
(7,688)
(204,500)
(23,583)
(1,358)
179,155
(2,115)
14,931
(2,245)

(5)
(228,208)
(361)

(8,402)

(236,971)
(50,551)
46,270
16,986
(57,375)
(Continued)
  • 149 -

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

Proceeds from sale of financial assets at amortized cost

Payments for property, plant and equipment
Proceeds from sale of property, plant and equipment
Increase in refundable deposits
Decrease in refundable deposits
Payments for investment properties
Increase in prepayments for equipment
Interest received
Other dividends received

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from guarantee deposits received
Refunds of guarantee deposits received
Repayment of the principal portion of lease liabilities
Cash dividends from capital surplus

Net cash used in financing activities

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2020
$ 30,986

(258,078)
-
(14,189)
12,557
(529)
(15,427)
2,801

28,766


(321,720)

45
(45)
(6,052)

(72,258)


(78,310)

15,678

662,288

$ 677,966
2019
$ 57,375
(39,898)
1,917
(30,919)
34,421
(2,000)
(23,954)
5,633

21,284

(20,811)
138
(138)
(5,913)

(72,260)

(78,173)
(335,955)

998,243
$ 662,288

The accompanying notes are an integral part of the financial statements.

(Concluded)

  • 150 -

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

1. GENERAL INFORMATION

Hold-Key Electric Wire & Cable Co., Ltd. (the “Company”) was established in Taipei, Taiwan in March 1989 and its factories are located in Taoyuan, Taiwan. The Company mainly manufactures and sells XLPE power cables, electric cables, aluminum cables, rubber cables, communication cables, fiber optic cables, LAN cables, cable accessories, etc. and is also engaged in the import and export trade of the aforementioned products.

The Company’s shares are listed and have been traded on the Taiwan Stock Exchange since September 2000.

The financial statements of the Company are presented in the Company’s functional currency, the New Taiwan dollar.

2. APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved by the Company’s board of directors and authorized for issue on March 22, 2021.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

  • a. Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)

The initial application of the IFRSs endorsed and issued into effect by the FSC did not have material impact on the Company’s accounting policies.

  • b. The IFRSs endorsed by the FSC for application starting from 2021
New IFRSs
Amendments to IFRS 4 “Extension of the Temporary Exemption from
Applying IFRS 9”

Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 “Interest Rate
Benchmark Reform - Phase 2”

Amendment to IFRS 16 “Covid-19 - Related Rent Concessions”
Effective Date
Announced by IASB
Effective immediately upon
promulgation by the IASB
January 1, 2021
June 1, 2020

The initial application of the aforementioned amendments did not have material impact on the Company’s assets, liabilities and equity as of January 1, 2021

  • 151 -

  • c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC

Effective Date
New IFRSs Announced by IASB (Note)
“Annual Improvements to IFRS Standards 2018-2020”
January 1, 2022 (Note 2)
Amendments to IFRS 3 “Reference to the Conceptual Framework”
January 1, 2022 (Note 3)
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between
To be determined by IASB
an Investor and its Associate or Joint Venture”
Amendments to IAS 1 “Classification of Liabilities as Current or
January 1, 2023
Non-current”
Amendments to IAS 1 “Disclosure of Accounting Policies”
January 1, 2023 (Note 6)
Amendments to IAS 8 “Definition of Accounting Estimates”
January 1, 2023 (Note 7)
Amendments to IAS 16 “Property, Plant and Equipment - Proceeds before
January 1, 2022 (Note 4)
Intended Use”
Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling a Contract”
January 1, 2022 (Note 5)
Note 1:
Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on
or after their respective effective dates.
  • Note 2: The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” will be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of IFRSs” will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.

  • Note 3: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.

  • Note 4: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.

  • Note 5: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.

  • Note 6: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.

  • Note 7: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.

As of the date the financial statements were authorized for issue, the Company is continuously assessing the possible impact that the application of other standards and interpretations will have on the Company’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

  • 152 -

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • a. Statement of compliance

The parent company only financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

  • b. Basis of preparation

The financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value, and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.

The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

  • 3) Level 3 inputs are unobservable inputs for an asset or liability.

When preparing these parent company only financial statements, the Company used the equity method to account for its investments in subsidiaries, associates and joint ventures. In order for the amounts of the net profit for the year, other comprehensive income for the year and total equity in the parent company only financial statements to be the same with the amounts attributable to the owners of the Company in its consolidated financial statements, adjustments arising from the differences in accounting treatments between the parent company only basis and the consolidated basis were made to investments accounted for using the equity method, the share of profit or loss of subsidiaries, associates and joint ventures, the share of other comprehensive income of subsidiaries, associates and joint ventures and the related equity items, as appropriate, in these parent company only financial statements.

  • c. Classification of current and non-current assets and liabilities

Current assets include:

  • 1) Assets held primarily for the purpose of trading;

  • 2) Assets expected to be realized within 12 months after the reporting period; and

  • 3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

  • 153 -

Current liabilities include:

1) Liabilities held primarily for the purpose of trading;

  • 2) Liabilities due to be settled within 12 months after the reporting period; even if an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the reporting period and before the financial statements are authorized for issue; and

  • 3) Liabilities for which the Company does not have an unconditional right to defer settlement for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

Assets and liabilities that are not classified as current are classified as non-current.

The Company is engaged in the construction business, which has an operating cycle of over 1 year. The normal operating cycle applies when considering the classification of the Company’s construction-related assets and liabilities.

  • d. Foreign currencies

In preparing the financial statements, transactions in currencies other than the Company’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which case, the exchange differences are also recognized directly in other comprehensive income.

Non-monetary items that are measured at historical cost in a foreign currency are not retranslated using the exchange rate at the date of the transaction.

For the purposes of presenting the financial statements, the functional currencies of the entities (including operations of the subsidiaries and associates in other countries which used different currencies from the functional currency of the Company) are translated into the presentation currency, the New Taiwan dollar as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income.

On the disposal of a foreign operation (i.e., a disposal of the Company’s entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, or a partial disposal of an interest in an associate that includes a foreign operation of which the retained interest becomes a financial asset), all of the exchange differences accumulated in equity in respect of that operation are reclassified to profit or loss.

  • 154 -

In relation to a partial disposal of a subsidiary that does not result in the Company losing of control over the subsidiary, the proportionate share of accumulated exchange differences is not recognized in profit or loss. For all other partial disposals, the proportionate share of the accumulated exchange differences recognized in other comprehensive income is reclassified to profit or loss.

e. Inventories

Inventories consist of raw materials, supplies, finished goods and work-in-process and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to Company similar or related items. Net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at weighted-average cost on the balance sheet date.

f. Investments in subsidiaries

The Company uses the equity method to account for its investments in subsidiaries.

Subsidiaries are the entities controlled by the Company.

Under the equity method, investment in a subsidiary is initially recognized at cost and adjusted thereafter to recognize the Company’s share of the profit or loss and other comprehensive income of the subsidiary. The Company also recognizes the changes in the Company’s share of equity of subsidiaries attributable to the Company.

Changes in the Company’s ownership interest in a subsidiary that do not result in the Company losing control of the subsidiary are accounted for as equity transactions. The Company recognizes directly in equity any difference between the carrying amount of the investment and the fair value of the consideration paid or received.

When the Company’s share of losses of a subsidiary exceeds its interest in that subsidiary (which includes any carrying amount of the investment accounted for by the equity method and long-term interests that, in substance, form part of the Company’s net investment in the subsidiary), the Company continues recognizing its share of further losses.

Any excess of the cost of acquisition over the Company’s share of the net fair value of the identifiable assets and liabilities of a subsidiary at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Company’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition is recognized immediately in profit or loss.

The Company assesses its investment for any impairment by comparing the carrying amount with the estimated recoverable amount as assessed based on the entire financial statements of the invested company. Impairment loss is recognized when the carrying amount exceeds the recoverable amount. If the recoverable amount of the investment subsequently increases, the Company recognizes reversal of the impairment loss; the adjusted post-reversal carrying amount should not exceed the carrying amount that would have been recognized (net of amortization or depreciation) had no impairment loss been recognized in prior years. An impairment loss recognized on goodwill cannot be reversed in a subsequent period.

When the Company loses control of a subsidiary, it recognizes the investment retained in the former subsidiary at its fair value at the date when control is lost. The difference between the fair value of the retained investment plus any consideration received and the carrying amount of previous investment at the date when control is lost is recognized as a gain or loss in profit or loss. Besides, the Company accounts for all amounts previously recognized in other comprehensive income in relation to that subsidiary on the same basis as would be required if the Company had directly disposed of the related assets or liabilities.

  • 155 -

Profits and losses resulting from downstream transactions is eliminated in full only in the parent company only financial statements. Profits and loss resulting from upstream and transactions between subsidiaries is recognized only in the parent company only financial statements only to the extent of interests in the subsidiaries that are not related to the Company.

g. Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment loss.

Except for freehold land which is not depreciated, the depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates accounted for on a prospective basis.

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

  • h. Investment properties

Investment properties are properties held to earn rentals or for capital appreciation. Investment properties also include land held for a currently undetermined future use.

Freehold investment properties are initially measured at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized using the straight-line method.

On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.

  • 156 -

  • i. Impairment of property, plant and equipment, right-of-use asset and assets related to contract costs

At the end of each reporting period, the Company reviews the carrying amounts of its property, plant and equipment and right-of-use asset to determine whether there is any indication that those assets have suffered any impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the individual cash-generating units on a reasonable and consistent basis of allocation.

The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

Before the Company recognizes an impairment loss from assets related to contract costs, any impairment loss on inventories and property, plant and equipment related to the contract shall be recognized in accordance with applicable standards. Then, impairment loss from the assets related to the contract costs is recognized to the extent that the carrying amount of the assets exceeds the remaining amount of consideration that the Company expects to receive in exchange for related goods or services less the costs which relate directly to providing those goods or services and which have not been recognized as expenses. The assets related to the contract costs are then included in the carrying amount of the cash-generating unit to which they belong for the purpose of evaluating impairment of that cash-generating unit.

When an impairment loss is subsequently reversed, the corresponding carrying amount of the asset, cash-generating unit or assets related to contract costs is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset, cash-generating unit or assets related to contract costs in prior years. A reversal of an impairment loss is recognized in profit or loss.

  • j. Financial instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

  • 157 -

Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

  • 1) Measurement categories

Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost and investments in equity instruments at FVTOCI.

a) Financial assets at FVTPL

  • Financial assets are classified as at FVTPL when such financial assets are mandatorily classified or designated as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.

  • Financial assets at FVTPL are subsequently measured at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any dividends or interest earned on such a financial asset.

Fair value is determined in the manner described in Note 26.

b) Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost:

  • i. The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

  • ii. The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

  • Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, trade receivables at amortized cost, notes receivable, construction contracts, other receivables and refundable deposits, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.

  • 158 -

Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for:

  - i. Purchased or originated credit-impaired financial assets, for which interest income is calculated by applying the credit adjusted effective interest rate to the amortized cost of the financial asset; and

  - ii. Financial assets that are not credit impaired on purchase or origination but have subsequently become credit impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of the financial asset.
  • Cash equivalents include time deposits, commercial papers and repurchase agreements collateralized by bonds with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

     - c) Investments in equity instruments at FVTOCI
    
  • On initial recognition, the Company may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

  • Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments, instead, they will be transferred to retained earnings.

  • Dividends on these investments in equity instruments are recognized in profit or loss when the Company’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

  • 2) Impairment of financial assets and contract assets

The Company recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivables), as well as contract assets.

The Company always recognizes lifetime Expected Credit Losses (ECLs) for trade receivables. For all other financial instruments, the Company recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on the financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.

  • 159 -

Expected credit losses reflect the weighted average of credit losses with the respective risks of a default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

The Company recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.

  • 3) Derecognition of financial assets

The Company derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognized in other comprehensive income is recognized in profit or loss.

Equity instruments

Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definition of a financial liability and an equity instrument.

Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs.

The repurchase of the Company’s own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issuance or cancellation of the Company’s own equity instruments.

Financial liabilities

  • 1) Subsequent measurement

All the financial liabilities are measured at amortized cost using the effective interest method.

  • 2) Derecognition of financial liabilities

The difference between the carrying amount of the financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

  • 160 -

k. Revenue recognition

The Company identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.

1) Revenue from the sale of goods

Revenue from the sale of goods comes from sales of electric wires and cables. Sales of goods are recognized as revenue when the goods are delivered to the customer’s specific location or when the cables have been installed and examined by the customer because it is the time when the customer has full discretion over the manner of distribution and price to sell the goods, has the primary responsibility for sales to future customers and bears the risks of obsolescence. Revenue and contract assets are recognized concurrently. Any amounts previously recognized as contract assets are subsequently reclassified to trade receivables when invoices are issued. The transaction price received is recognized as a contract liability until the goods have been delivered to the customer.

2) Revenue from the rendering of services

Revenue from the rendering of services comes from cable and wire installation services. Revenue from the installation of electric wires and cables and contract assets are recognized concurrently when the installation has been completed and examined by the customer. Contract assets are subsequently reclassified to trade receivables when invoices are issued.

l. Leases

At the inception of a contract, the Company assesses whether the contract is, or contains, a lease.

1) The Company as lessor

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms.

When a lease includes both land and building elements, the Company assesses the classification of each element separately as a finance or an operating lease based on the assessment as to whether substantially all the risks and rewards incidental to ownership of each element have been transferred to the lessee. The lease payments are allocated between the land and the building elements in proportion to the relative fair values of the leasehold interests in the land element and building element of the lease at the inception of a contract. If the allocation of the lease payments can be made reliably, each element is accounted for separately in accordance with its lease classification. When the lease payments cannot be allocated reliably between the land and building elements, the entire lease is generally classified as a finance lease unless it is clear that both elements are operating leases; in which case, the entire lease is classified as an operating lease.

  • 161 -

2) The Company as lessee

The Company recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the balance sheets.

Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.

Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses the lessee’s incremental borrowing rate.

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term, the Company remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the balance sheets.

m. Employee benefits

  • 1) Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

  • 2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered services entitling them to the contributions.

  • 162 -

Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost, and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses, effects of changes to asset ceiling and returns on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Company’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

  • 3) Other long-term employee benefits

Other long-term employee benefits are accounted for in the same way as the accounting required for defined benefit plans except that remeasurement is recognized in profit or loss.

  • n. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

  • 1) Current tax

Income tax payable (recoverable) is based on taxable profit (loss) for the year determined according to the applicable tax laws of tax jurisdiction.

According to the Income Tax Law in the ROC, an additional tax on unappropriated earnings is provided for in the year the shareholders approve to retain earnings.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

  • 2) Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences, unused loss carryforwards and unused tax credits for purchases of machinery, equipment and technology, to the extent that it is probable that taxable profit will be available against which those deductible temporary differences can be utilized.

  • 163 -

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint arrangements, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profit against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the assets to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

  • 3) Current and deferred taxes

Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Company’s accounting policies, management is required to make judgments, estimations, and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.

  • 164 -

Key Sources of Estimation Uncertainty

a. Write-down of inventories

The net realizable value of inventories is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The estimation of net realizable value is based on current market conditions and historical experience for the sale of product of a similar nature. Changes in market conditions may have a material impact on the estimation of the net realizable value. Refer to Note 12 for the Company’s carrying amount of inventories as of December 31, 2020 and 2019.

b. Income taxes

As of December 31, 2020 and 2019, the carrying amount of deferred tax assets in relation to deductible temporary differences was $28,136 thousand and $32,351 thousand, respectively. As of December 31, 2020 and 2019, no deferred tax asset was recognized on tax losses of $71,188 thousand and $72,085 thousand, respectively, due to the unpredictability of future profit streams. The realizability of the deferred tax asset mainly depends on whether sufficient future profit or taxable temporary differences will be available. In cases where the actual future profit generated is less than expected, a material reversal of deferred tax assets may arise, which would be recognized in profit or loss for the period in which such a reversal takes place

6. CASH AND CASH EQUIVALENTS

Cash on hand

Checking accounts and demand deposits
Cash equivalents
Time deposits with original maturities of 3 months or less

**December 31 ** **December 31 **


2020
$ 37

226,729

451,200

$ 677,966
2019
$ 36
146,371

515,881
$ 662,288

The rate intervals of cash in banks at the end of the reporting period were as follows:

Bank balance **December 31 **
2020
2019
0%-0.41%
0%-2.25%

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

Financial assets at FVTPL-current
Financial assets mandatorily classified as at FVTPL
Non-derivative financial assets
Gold investment account
**December ** **31 **
2020
$ 167,508
2019
$ 144,441
  • 165 -

8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

Investments in Equity Instruments at FVTOCI

Current
Domestic investments
Listed shares
Ordinary shares - G-Shank Enterprise Co., Ltd.
Ordinary shares - Nishoku Technology Inc.
Ordinary shares - Taiwan Cooperative Financial Holding Co., Ltd.
Ordinary shares - Global Mixed-Mode Technology Inc.
Ordinary shares - Sinher Technology Inc.
Ordinary shares - DrayTek Company
Ordinary shares - Taiwan Fu Hsing Industrial Co., Ltd.
Ordinary shares - Mega Financial Holding Company Ltd.
Non-current
Domestic investments
Listed shares
Ordinary shares - Young Fast Optoelectronics Co., Ltd.
Ordinary shares - Fuzetec Technology Co., Ltd.
Unlisted shares
Ordinary shares - Sol Young Enterprises Co., Ltd.
Ordinary shares - Bond-Galv Industrial Co., Ltd.
Ordinary shares - Mosart Semiconductor Corp.
Ordinary shares - Luminous Optical Technology Co., Ltd.
Ordinary shares - Taiwan Submarine Cable Co., Ltd. (Note)
Preference shares - MagiCap Venture Capital Co., Ltd.
**December ** **31 **





2020
$ 11,696

17,876
63,751
11,165
8,676
6,578
2,512

4,470

$ 126,724

$ 698,187

51,532
135,622
64,199
9,976
21,563
300

9,175

$ 990,554
2019
$ 13,362
11,152
63,111
8,855
8,066
7,084
2,459

4,590
$ 118,679
$ 340,655
39,372
101,586
58,329
5,076
22,941
300

13,149
$ 581,408
  • 166 -

Note: One-Seven Trading Co., Ltd. was renamed as Taiwan Submarine Cable Co., Ltd. on December 31, 2020.

These investments in equity instruments are held for medium to long-term strategic purposes, and the Company expects to profit from the shares through long-term investment. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Company’s strategy of holding these investments for long-term purposes.

In 2020 and 2019, the Company acquired investments in equity instruments for medium to long-term strategic purposes of $94,554 thousand and $50,551 thousand, respectively; the management designated these investments as at FVTOCI.

In 2020 and 2019, the Company sold its shares in order to manage credit concentration risk. The sold shares had a fair value of $4,694 thousand and $46,270 thousand, respectively, and the related unrealized valuation (loss) gain of $4,512 thousand and $(11,098) thousand, respectively, was transferred from other equity to retained earnings.

9. FINANCIAL ASSETS AT AMORTIZED COST

Current
Domestic investments
Time deposits with original maturities of more than 3 months
**December 31 ** **December 31 **
2020
$ 14,000
2019
$ 16,986
  • 167 -

  • a. As of December 31, 2020 and 2019, the interest rates for time deposits with original maturity of more than 3 months were from 0.55% and 0.80% to 1.05%, respectively, as at the end of the reporting period.

  • b. Refer to Note 28 for information relating to investments in financial assets at amortized cost pledged as security.

10. NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES

Notes receivable
At amortized cost
Gross carrying amount
Less: Allowance for impairment loss
Trade receivables
At amortized cost
Gross carrying amount
Less: Allowance for impairment loss
Other receivables
Tax refund receivable
Earned revenue receivable
Trade receivables at amortized cost
December 31








2020
$ 27,211


(728)

$ 26,483

$ 293,397


(2,934)

$ 290,463

$ -


2,936

$ 2,936
2019
$ 39,231

(684)
$ 38,547
$ 506,654

(5,067)
$ 501,587
$ 1,212

8,074
$ 9,286

In order to minimize credit risk, the management of the Company has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Company reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts. In this regard, the management believes the Company’s credit risk was significantly reduced.

Other than government agencies, the Company transacted with customers from diverse industries that are unrelated to each other; thus, no concentration of credit risk was observed.

The Company measures the loss allowance for trade receivables at an amount equal to lifetime ECLs. The expected credit losses on trade receivables are estimated using a provision matrix by reference to the past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecasted direction of economic conditions at the reporting date. As the Company’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished according to the Company’s different customer base.

  • 168 -

The following table details the loss allowance of trade receivables based on the Company’s provision matrix.

December 31, 2020

Not Past Due
Expected credit loss rate 1%
Gross carrying amount $ 320,608
Loss allowance (Lifetime ECLs) (3,662)
Amortized cost $ 316,946
December 31, 2019
Not Past Due
Expected credit loss rate 1%
Gross carrying amount $ 545,885
Loss allowance (Lifetime ECLs) (5,751)
Amortized cost $ 540,134

The movements of the loss allowance of trade receivables were as follows:

Balance at January 1
Add: Amounts estimated
Less: Amounts written off
Less: Amounts recovered
Balance at December 31
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2020
$ 5,751
-
-

(2,089)
$ 3,662
2019
$ 4,019
2,607
(875)

-
$ 5,751

11. AMOUNTS DUE FROM (TO) CUSTOMERS FOR CONSTRUCTION CONTRACTS

Amounts due from customers for construction contracts
Construction costs incurred plus recognized profits less recognized losses to
date
Less: Progress billings
Amounts due to customers for construction contracts
Progress billings
Less: Construction costs incurred plus recognized profits less recognized
losses to date
**December ** **31 **





2020
$ -


-

$ -

$ 4,426


(2,360)

$ 2,066
2019
$ 4,579

(1,376)
$ 3,203
$ 108,644

(97,842)
$ 10,802
  • 169 -

12. INVENTORIES

Finished goods
Work in progress
Raw materials
**December ** **31 **


2020
$ 271,368

279,152

205,387

$ 755,907
2019
$ 270,674
192,275

354,531
$ 817,480

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2020 and 2019 was $2,386,983 thousand and $2,495,851 thousand, respectively.

The cost of goods sold included reversal of write-downs of inventories of $9,500 thousand and inventory write-downs of $1,850 thousand for the year ended December 31, 2020. The cost of goods sold included reversal of write-downs of inventories of $32,500 thousand and inventory write-downs of $4,812 thousand for the year ended December 31, 2019. Previous write-downs were reversed as a result of the sale of obsolete and slow-moving inventories which were previously written down.

13. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Investments in Subsidiaries

Name of Subsidiaries
Holdkey (Belize) Investments Limited
Muchonfarm Inc. (Note)
**December 31 ** **December 31 **
2020
$ 4,967

50,533
$ 55,500
2019
$ 5,045

53,644
$ 58,689
Name of Subsidiaries
Holdkey (Belize) Investments Limited
Muchonfarm Inc. (Note)
Proportion of Ownership and Voting
Rights
December 31
2020
2019
100%
100%
100%
100%

Note: Muchorganic Incorporated Limited was renamed as Muchonfarm Inc. on May 8, 2020.

The share of profits and losses of subsidiaries accounted for using the equity method and other comprehensive income and losses for the years ended December 31, 2020 and 2019 were recognized based on the financial statements of subsidiaries that have been audited by accountants during the same periods.

  • 170 -

14. PROPERTY, PLANT AND EQUIPMENT

Assets Used by the Company

Freehold Land

Cost
Balance at January 1, 2020
$ 302,373
Additions
196,831
Disposals
-
Transferred from prepaid equipment

-

Balance at December 31, 2020
$ 499,204

Accumulated depreciation and impairment

Balance at January 1, 2020
$ -
Disposals
-
Depreciation expense

-

Balance at December 31, 2020
$ -

Balance at December 31, 2020, net
$ 499,204

Cost
Balance at January 1, 2019
$ 302,373
Additions
-
Disposals
-
Transferred from prepaid equipment

-

Balance at December 31, 2019
$ 302,373

Accumulated depreciation and impairment

Balance at January 1, 2019
$ -
Disposals
-
Impairment Loss
-
Depreciation expense

-

Balance at December 31, 2019
$ -

Balance at December 31, 2019, net
$ 302,373
Buildings
Machinery and
Equipment
$ 1,414,117
$ 488,239

31,328
8,274

(71,354 )
(276,754 )

2,633

16,385

$ 1,376,724
$ 236,144

$ (616,137 ) $ (444,269 )

65,278
276,608

(38,300)

(19,900)

$ (589.159)
$ (187,561)

$ 787,565
$ 48,583

$ 1,413,461
$ 679,227

11,675
8,240

(13,359 )
(200,446 )

2,340

1,218

$ 1,414,117
$ 488,239

$ (588,771 ) $ (599,299 )

13,359
200,320

-
(13,680 )

(40,725)

(31,610)

$ (616,137)
$ (444,269)

$ 797,980
$ 43,970
Other
Equipment
$ 54,661

21,346

(7,955 )

11,383

$ 79,435

$ (23,263 )

5,503

(7,383)

$ (25,143)

$ 54,292

$ 134,492

10,579

(91,490 )

1,080

$ 54,661

$ (103,108 )

91,131

(1,038 )

(10,248)

$ (23,263)

$ 31,398
Total
$ 2,259,390

257,779

(356,063 )

30,401
$ 2,191,507
$ (1,083,669 )

347,389

(65,583)
$ (801,863)
$ 1,389,644
$ 2,529,553

30,494

(305,295 )

4,638
$ 2,259,390
$ (1,291,178 )

304,810

(14,718 )

(82,583)
$ (1,083,669)
$ 1,175,721

In 2019, the Company evaluated that the economic benefits of the equipment used for the production of some of the products had decreased, thereby resulting in the recoverable amount being lower than the carrying amount. Therefore, the Company recognized an impairment loss of $14,718 thousand.

The above items of property, plant and equipment used by the Company are depreciated on a straight-line basis over their estimated useful lives as follows:

Buildings 6-55 years Machinery and equipment 4-20 years Other equipment 3-16 years

The major parts of the buildings held by the Company include plants and fire extinguishing equipment, which are depreciated over their estimated useful lives of 50 years and 10 years, respectively.

Refer to Note 28 for the carrying amount of property, plant and equipment pledged for general banking facilities granted to the Company.

  • 171 -

15. LEASE ARRANGEMENTS

a. Right-of-use assets

Carrying amounts
Buildings
Transportation equipment
Additions to right-of-use assets
Depreciation charge for right-of-use assets
Buildings
Transportation equipment
Lease liabilities
Carrying amounts
Current
Non-current
Range of discount rate for lease liabilities was as follows:
Buildings
Transportation equipment
Other lease information
Expenses relating to short-term leases
Expenses relating to low-value asset leases
Total cash outflow for leases
**December 31 ** **December 31 **
2020
2019
$ 1,670
$ 16,691

3,258

5,015
$ 4,928
$ 21,706
**For the Year Ended December 31 **



2020
2019
$ -
$ 6,284
$ 4,275
$ 4,568

1,757

1,515
$ 6,032
$ 6,083
**December 31 **

2020
2019
$ 2,809
$ 6,254
$ 2,261
$ 15,622
**December 31 **
2020
2019
1.195%-1.465%
1.465%
1.465%
1.465%
**For the Year Ended December 31 **


2020
$ 2,973


$ 101


$ (6,307)

2019
$ 3,250
$ 95
$ (6,233)

b. Lease liabilities

c. Other lease information

The Company’s leases of certain buildings and transportation equipment qualify as short-term leases and leases of certain buildings and transportation equipment qualify as low-value asset leases. The Company has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.

Lease arrangements under operating leases for the leasing out of investment properties are set out in Note 16.

  • 172 -

16. INVESTMENT PROPERTIES

Freehold Land
Cost
Balance at January 1, 2020
$ 130,168

Additions
-
Disposals

-

Balance at December 31, 2020
$ 130,168

Accumulated depreciation and impairment
Balance at January 1, 2020
$ -

Disposals
-
Depreciation expenses

-

Balance at December 31, 2020
$ -

Balance at December 31, 2020, net
$ 130,168

Cost
Balance at January 1, 2019
$ 130,168

Additions
-
Disposals

-

Balance at December 31, 2019
$ 130,168

Accumulated depreciation and impairment
Balance at January 1, 2019
$ -

Disposals
-
Depreciation expenses

-

Balance at December 31, 2019
$ -

Balance at December 31, 2019, net
$ 130,168
Buildings
$ 91,730

529

(593)

$ 91,666

$ (26,742)

593

(2,749)

$ (28,898)

$ 62,768

$ 90,258

2,000

(528)

$ 91,730

$ (24,633)

528

(2,637)

$ (26,742)

$ 64,988
Total
$ 221,898
529

(593)
$ 221,834
$ (26,742)
593

(2,749)
$ (28,898)
$ 192,936
$ 220,426
2,000

(528)
$ 221,898
$ (24,633)
528

(2,637)
$ (26,742)
$ 195,156

Investment properties are depreciated on a straight-line basis over their estimated useful lives of 6 to 50 years.

The fair value of investment properties was $322,019 thousand and $322,253 thousand as of December 31, 2020 and 2019, respectively. The fair value was not evaluated by an independent appraiser; the Company evaluated it with reference to the market evidence of similar real estate transaction prices.

The investment properties were leased out for 1 to 3 years. The lessees do not have bargain purchase options to acquire the investment properties at the expiry of the lease periods.

As of December 31, 2020 and 2019, guarantee deposits received by the Company for operating lease contracts were both amounted to $3,932 thousand.

  • 173 -

The maturity analysis of lease payments receivable under operating leases of investment properties was as follows:

Year 1
Year 2
Year 3
**December 31 ** **December 31 **


2020
$ 15,318

1,855

714

$ 17,887
2019
$ 14,744
1,816

-
$ 16,560

The Company has freehold interest in all of its investment property. Refer to Note 28 for the carrying amount of investment properties pledged to secure general banking facilities granted to the Company.

17. OTHER ASSETS

Current
Prepayments
Temporary payments and payments on behalf of others
Others
Non-current
Refundable deposits
Prepayments for equipment
OTHER LIABILITIES
Current
Other payables
Payable for purchase of equipment
Salaries or bonuses
Payable for commissions
Payable for retirement and others
Other liabilities
Contract liabilities (Note)
Temporary receipts
Others
**December 31 ** **December 31 **





2020
2019
$ 31,200
$ 46,743
969
1,163

6,248

349
$ 38,417
$ 48,255
$ 11,616
$ 9,984

15,427

30,401
$ 27,043
$ 40,385
**December 31 **





2020
$ 685

39,918
3,831

38,141

$ 82,575

$ 17,507

4,770

724

$ 23,001
2019
$ 984
33,452
4,255

41,984
$ 80,675
$ 12,617
2,398

639
$ 15,654

18. OTHER LIABILITIES

  • 174 -
Non-current
Other liabilities
Net defined benefit liabilities (Note 19)

Guarantee deposits received (Note 16)

$ 30,744


3,932

$ 34,676
$ 31,207

3,932
$ 35,139

Note: Contract liabilities under other liabilities are collections in advance for the sale of goods.

19. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

The Company adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, the Company make monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

b. Defined benefit plans

The defined benefit plan adopted by the Company in accordance with the Labor Standards Law is operated by the government. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the six months before retirement. The Company contributes amounts equal to 2% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Company assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Company is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Company has no right to influence the investment policy and strategy.

The amounts included in the balance sheets in respect of the Company’s defined benefit plans were as follows:

Present value of the defined benefit obligation
Fair value of the plan assets
Deficit
Net defined benefit liabilities
**December 31 ** **December 31 **



2020
$ 84,492


(53,748)


30,744

$ 30,744
2019
$ 88,411

(57,204)

31,207
$ 31,207
  • 175 -

Movements in net defined benefit liabilities (assets) were as follows:

Present Value of
the Defined Net Defined
Benefit Fair Value of the Benefit Liabilities
Obligation Plan Assets (Assets)
Balance at January 1, 2019 $ 84,301 $ (56,459) $ 27,842
Service cost
Current service cost 857 - 857
Net interest expense (income)
843

(570)

273
Recognized in profit or loss
1,700

(570)

1,130
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - (2,127) (2,127)
Actuarial (gain) loss - changes in demographic
assumptions 306 - 306
Actuarial (gain) loss - changes in financial
assumptions 2,181 - 2,181
Actuarial (gain) loss - experience adjustments
3,010

-

3,010
Recognized in other comprehensive income
5,497

(2,127)

3,370
Contributions from the employer - (1,135) (1,135)
Benefits paid
(3,087)

3,087

-
Balance at December 31, 2019 $ 88,411 $ (57,204) $ 31,207
Balance at January 1, 2020 $ 88,411 $ (57,204) $ 31,207
Service cost
Current service cost 810 - 810
Net interest expense (income)
663

(433)

230
Recognized in profit or loss
1,473

(433)

1,040
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - (1,880) (1,880)
Actuarial (gain) loss - changes in demographic
assumptions 229 - 229
Actuarial (gain) loss - changes in financial
assumptions 2,016 - 2,016
Actuarial (gain) loss - experience adjustments
(769)

-

(769)
Recognized in other comprehensive income
1,476

(1,880)

(404)
(Continued)
  • 176 -
Present Value of
the Defined Net Defined
Benefit Fair Value of the Benefit Liabilities
Obligation Plan Assets (Assets)
Contributions from the employer $ - $ (1,099) $ (1,099)
Benefits paid
(6,868)

6,868

-
Balance at December 31, 2020 $ 84,492 $ (53,748) $ 30,744

An analysis by function of the amounts recognized in profit or loss in respect of the defined benefit plans is as follows:

Operating costs
Selling and marketing expenses
General and administrative expenses
Research and development expenses
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2020
$ 781

167
62

30

$ 1,040
2019
$ 801
179
102

48
$ 1,130

Through the defined benefit plans under the Labor Standards Law, the Company is exposed to the following risks:

  • 1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.

  • 2) Interest risk: A decrease in the government or corporate bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plans’ debt investments.

  • 3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salaries of the plan participants will increase the present value of the defined benefit obligation.

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:

Discount rate(s)
Expected rate(s) of salary increase
**December 31 **
2020
2019
0.50%
0.75%
2.00%
2.00%

If possible reasonable change in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:

Discount rate(s)
0.25% increase
0.25% decrease
**December 31 ** **December 31 **

2020
$ (2,017)

$ 2,090
2019
$ (2,183)
$ 2,264
  • 177 -
Expected rate(s) of salary increase
0.25% increase
0.25% decrease
$ 2,023
$ (1,963)
$ 2,196
$ (2,129)

The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

The expected contributions to the plan for the next year
The average duration of the defined benefit obligation
**December 31 ** **December 31 **
2020
$ 1.104
9.6 years
2019
$ 1,100
10 years

20. EQUITY

a. Share capital

Ordinary shares

Number of authorized shares (in thousands)

Amount of authorized shares

Number of issued and fully paid shares (in thousands)

Amount of issued and fully paid shares
**December 31 ** **December 31 **



2020

320,000

$ 3,200,000


240,865

$ 2,408,647
2019

320,000
$ 3,200,000

240,865
$ 2,408,647

Fully paid ordinary shares, which have a par value of $10, carry one vote per share and a right to receive dividends.

  • b. Capital surplus
May be used to offset a deficit, distributed as cash dividends, or
transferred to share capital (1)
Arising from issuance of ordinary shares
May be used to offset a deficit only
Arising from changes in percentage of ownership interest in
subsidiaries (2)
Arising from share of changes in capital surplus of associates
**December ** **31 **


2020
$ 355,183

159
4,035

$ 359,377
2019
$ 427,441
159
4,035
$ 431,635
  • 1) Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and once a year).

  • 178 -

  • 2) Such capital surplus arises from the effect of changes in ownership interest in a subsidiary resulted from equity transactions other than actual disposal or acquisition, or from changes in capital surplus of subsidiaries accounted for using equity method.

  • c. Retained earnings and dividends policy

The Company considers the needs of the environment and the characteristics of the industry and long-term financial planning, dividend policy, measure of investment funds, financial structure, and surplus situation before it decides on the amount and type of surplus distribution.

Under the dividend policy as set forth in the Articles, when the Company made a profit in a fiscal year, the profit shall be first utilized for paying taxes and offsetting losses of previous years. The Company shall, after its losses have been covered and all taxes and dues have been paid and at the time of allocating surplus profit, first set aside 10% of such profit as a legal reserve. However, when the legal reserve amounts to the authorized capital, this shall not apply. In addition to the aforesaid legal reserve, the Company appropriates another sum as a special reserve. Finally, any remaining profit together with any undistributed retained earnings shall be used by the Company’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends and bonuses of shareholders. Cash dividends shall not be less than 10% of total dividends distributed. For the policies on distribution of compensation of employees and remuneration of directors, refer to compensation of employees and remuneration of directors in Note 22-h.

Legal reserve shall be appropriated until it has reached the Company’s paid-in capital. This reserve may be used to offset a deficit. If the Company has no deficit, and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.

Under Order No. 1010012865, Order No. 1010047490 and Order No. 1030006415 issued by the FSC and the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs”, the Company should appropriate or reverse a special reserve.

The appropriation of earnings for 2019 and compensation of deficits for 2018 were approved in the shareholder’s meetings on June 29, 2020 and June 24, 2019, respectively, were as follows:

Legal reserve
Special reserve (reversed)
Appropriation of
Earnings
For Year
2019
$ 6,794
$ (210,093)
Compensation of
Deficits
Compensation of
Deficits


For Year
2018
$ -
$ 84,839

The Company’s shareholders in their meetings on June 29, 2020 and June 24, 2019 also resolved to issue cash dividends from the capital surplus of $72,258 thousand and $72,260 thousand, respectively.

  • 179 -

The appropriations of earnings for 2020 are proposed by the Company’s board of directors and subject to the resolution of the shareholders’ meeting to be held on June 28, 2021.

21. REVENUE

Wires and cables revenue

Rental revenue


Contract Balances
December 31,
2020
Notes and trade receivables (Note 10)
$ 316,946
Contract assets - current
Sale of wires and cables
$ 240,070
**For the Year Ended December 31 ** **For the Year Ended December 31 **


2020
$ 2,802,428


16,231

$ 2,818,659

December 31,
2019
$ 540,134
$ 155,721
2019
$ 2,736,852

16,004
$ 2,752,856
January 1,
2019
$ 386,339
$ -

22. NET PROFIT

a. Interest income

Interest income
Bank deposits
Others
b. Other income
Dividends
Others
c. Other gains and losses
Financial assets mandatorily classified as at FVTPL
Net foreign exchange gains (losses)
(Loss) gain on disposal of property, plant and equipment
Impairment loss on property, plant and equipment
Others
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
2019
$ 2,525
$ 5,631

26

20
$ 2,551
$ 5,651
For the Year Ended December 31
2020
2019
$ 28,766
$ 21,284

8,298

10,241
$ 37,064
$ 31,525
For the Year Ended December 31
2020
$ 23,067
1,770
(8,674)
-

(3,675)
$ 12,488
2019
$ 19,998
(1,815)
1,432
(14,718)

(6,355)
$ (1,458)
  • 180 -

d. Finance costs

Interest on lease liabilities
Interest on deposits
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
$ 255

41
$ 296
2019
$ 320

41
$ 361
  • e. Depreciation
An analysis of depreciation by function
Operating costs
Operating expenses
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
$ 69,368

4,996
$ 74,364
2019
$ 85,280

6,023
$ 91,303

f. Operating expenses directly related to investment properties

Direct operating expenses of investment properties generating rental
income
g. Employee benefits expense
Post-employment benefits
Defined contribution plans
Defined benefit plans (Note 19)
Other employee benefits
Total employee benefits expense
An analysis of employee benefits expense by function
Operating costs
Operating expenses
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
2019
$ 4,698
$ 5,330
For the Year Ended December 31






2020
$ 5,780


1,040

6,820

188,513

$ 195,333

$ 141,357


53,976

$ 195,333
2019
$ 5,422

1,130
6,552

174,280
$ 180,832
$ 132,530

48,302
$ 180,832
  • h. Compensation of employees and remuneration of directors

According to the Company’s Articles, where the Company made a profit in a fiscal year, it distributes compensation of employees at the rate of no less than 1% and no higher than 5% and remuneration of directors at the rate of no higher than 2.5% of net profit before income tax. The compensation of employees is calculated based on the remaining balance of the current year’s profit (i.e., profit before income tax prior to the distribution of compensation of employees and remuneration of directors) minus accumulated deficits.

  • 181 -

The compensation of employees and remuneration of directors for the year ended December 31, 2020 are subject to the approval by the Company’s board of directors. The compensation of employees and remuneration of directors for the year ended December 31, 2019 were approved by the Company’s board of directors on May 12, 2020 as follows:

Accrual rate

Compensation of employees
Remuneration of directors
Amount
Compensation of employees
Remuneration of directors
For the Year Ended December 31 For the Year Ended December 31
2020
2019
2.93%
4.36%
1.17%
2.16%
For the Year Ended December 31
2020
Cash
$ 9,000
3,600
2019
Cash
$ 3,800
1,880

If there is a change in the amounts after the annual financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate.

There was no difference between the actual amounts of compensation of employees and remuneration of directors and supervisors paid and the amounts recognized in 2019 and 2018 in the financial statements for the years ended December 31, 2019 and 2018.

Information on the compensation of employees and remuneration of directors resolved by the Company’s board of directors is available at the Market Observation Post System website of the Taiwan Stock Exchange.

  • i. Gain or loss on foreign currency exchange
Foreign exchange gains
Foreign exchange losses
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2020
$ 6,807


(5,037)

$ 1,770
2019
$ 2,500

(4,315)
$ (1,815)

23. INCOME TAXES

  • a. Income tax recognized in profit or loss

Major components of tax expense were as follows:

Current tax
In respect of the current year
Adjustments for prior year
Deferred tax
In respect of the current year
Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2020
$ 45,496

-

6,687

$ 52,183
2019
$ 4,965
(1,049)

9,559
$ 13,475
  • 182 -

A reconciliation of accounting profit and current income tax expense is as follows:

Profit before tax
Income tax expense calculated at the statutory rate
Non-deductible expenses in determining taxable income
Tax-exempt income
Unrecognized deductible temporary differences
Adjustments for prior years’ tax
Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2020
$ 294,163

$ 58,833

-
(5,753)
(897)
-

$ 52,183
2019
$ 81,417
$ 16,283
38
(4,257)
2,460
(1,049)
$ 13,475

In July 2019, the president of the ROC announced the amendments to the Statute for Industrial Innovation, which stipulate that the amounts of unappropriated earnings in 2018 and thereafter that are reinvested in the construction or purchase of certain assets or technologies are allowed as deduction when computing the income tax on unappropriated earnings. When calculating the tax on unappropriated earnings, the Company only deducts the amount of the unappropriated earnings that has been reinvested in capital expenditure.

b. Income tax recognized in other comprehensive income

Deferred tax
In respect of the current year:
Remeasurement of defined benefit plans
Total income tax expense (benefit) recognized in other
comprehensive income
Current tax liabilities
Current tax liabilities
Income tax payable
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2020
2019
$ 81
$ (674)
$ 81
$ (674)
**December 31 **
2020
$ 42,955
2019
$ 1,970

c. Current tax liabilities

  • 183 -

d. Deferred tax assets and liabilities

The movements of deferred tax assets and deferred tax liabilities were as follows:

For the year ended December 31, 2020

Recognized in Recognized in Recognized in
Other
Recognized in Comprehensive
Deferred Tax Assets Opening Balance Profit or Loss Income Closing Balance
Temporary differences
Unrealized investment
losses $ 3,630 $ 311 $ - $ 3,941
Inventory write-downs 18,000 (1,900) - 16,100
Unrealized valuation
losses 2,061 (2,061) - -
Defined benefit plans 7,773 (12) (81) 7,680
Others 887 (472) - 415
$ 32,351 $ (4,134) $
(81)
$ 28,136
Recognized in
Other
Recognized in Comprehensive
Deferred Tax Liabilities Opening Balance Profit or Loss Income Closing Balance
Temporary differences
Unrealized valuation gains
$
- $ 2,553 $ - $ 2,553
For the year ended December 31, 2019
Recognized in
Other
Recognized in Comprehensive
Deferred Tax Assets Opening Balance Profit or Loss Income Closing Balance
Temporary differences
Unrealized investment
losses $ 3,229 $ 401 $ - $ 3,630
Inventory write-downs 24,500 (6,500) - 18,000
Unrealized valuation
losses 6,060 (3,999) - 2,061
Defined benefit plans 7,100 (1) 674 7,773
Others 347 540 - 887
$ 41,236 $ (9,559) $
674
$ 32,351

e. Deductible temporary differences for which no deferred tax assets have been recognized in the balance sheets

Deductible temporary differences
Unrealized investment losses
Impairment of assets
**December ** **31 **


2020
$ 326,643

29,299

$ 355,942
2019
$ 325,267
35,160
$ 360,427
  • 184 -

f. Income tax assessments

The income tax returns of the Company through 2018 have been assessed and cleared by the tax authorities.

24. EARNINGS PER SHARE

The earnings and weighted average number of ordinary shares outstanding used in the computation of earnings per share were as follows:

Net Profit for the Year

Profit for the year attributable to owners of the Company For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
$ 241,980
2019
$ 67,942

Weighted Average Number of Ordinary Shares Outstanding

Weighted Average Number of Ordinary Shares Outstanding
Weighted average number of ordinary shares used in the computation of
basic earnings per share
Effect of potentially dilutive ordinary shares:
Employees’ compensation issued
Weighted average number of ordinary shares used in the computation of
diluted earnings per share
(In Thousands of Shares)
For the Year Ended December 31
2020
240,865

849
241,714
2019
240,865

443
241,308

If the Company may settle the compensation of employees in cash or shares, the Company assumed that the entire amount of the compensation will be settled in shares and the resulting potential shares are included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

25. CAPITAL MANAGEMENT

In consideration of the industry dynamics, the Company manages its capital in a manner to ensure that it has sufficient and necessary financial resources to find its working capital needs, capital assets purchases, research and development activities, and dividend payments associated with its existing operations over the next 12 months.

26. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments that are not measured at fair value

Management believes the carrying amounts of financial assets and financial liabilities recognized in the financial statements approximate their fair values or their fair values cannot be reliably measured.

  • 185 -

  • b. Fair value of financial instruments that are measured at fair value on a recurring basis

  • 1) Fair value hierarchy

December 31, 2020
Financial assets at FVTPL
Gold investment account

Financial assets at FVTOCI
Listed securities in the ROC
Equity securities
Unlisted securities in the
ROC
Equity securities
Preference shares


December 31, 2019
Financial assets at FVTPL
Gold investment account

Financial assets at FVTOCI
Listed securities in the ROC
Equity securities
Unlisted securities in the
ROC
Equity securities
Preference shares

Level 1
$ 167,508
876,443
-

-

$ 1,043,951

Level 1
$ 144,441
498,706
-

-

$ 643,147
Level 2
$ -

-

-

-

$ -

Level 2
$ -

-

-

-

$ -
Level 3
$ -

-

231,660

9,175

$ 240,835

Level 3
$ -

-

188,232

13,149

$ 201,381
Total
$ 167,508

876,443

231,660

9,175
$ 1,284,786
Total
$ 144,441

498,706

188,232

13,149
$ 844,528

There were no transfers between Levels 1 and 2 in the current and prior periods.

  • 186 -

  • 2) Reconciliation of Level 3 fair value measurements of financial instruments

For the year ended December 31, 2020

Financial assets
Balance at January 1, 2020
Disposals/settlements
Return of shares after capital reduction
Recognized in other comprehensive income (included in unrealized valuation gain (loss)
on financial assets at FVTOCI)
Balance at December 31, 2020
For the year ended December 31, 2019
Financial Assets
**at FVTOCI **
Equity
Instruments
$ 201,381
(4,694)
(9,253)

53,401
$ 240,835
Financial assets
Balance at January 1, 2019
Disposals/settlements
Return of shares after capital reduction
Transferred to Level 1
Recognized in other comprehensive income (included in unrealized valuation gain (loss)
on financial assets at FVTOCI)
Balance at December 31, 2019
Financial Assets
**at FVTOCI **
Equity
Instruments
$ 207,152
(29,179)
(16,986)
(21,290)

61,684
$ 201,381
  • 3) Valuation techniques and inputs applied for Level 3 fair value measurement

Domestic unlisted shares were valued using the market approach. The estimates and assumptions used by the Company under the market approach are consistent with those used by market participants in the pricing of financial instruments.

  • 187 -

c. Categories of financial instruments

Financial assets
FVTPL
Mandatorily classified as at FVTPL

Financial assets at amortized cost (Note 1)
Financial assets at FVTOCI
Financial liabilities
Amortized cost (Note 2)
December 31
2020
2019
$ 167,508
$ 144,441
1,023,464
1,241,881
1,117,278
700,087
309,298
441,960

Note 1: The balances include financial assets at amortized cost, which comprise cash and cash equivalents, debt investments, notes receivable, trade receivables, amounts due from customers for construction contracts, other receivables and refundable deposits.

Note 2: The balances include financial liabilities at amortized cost, which comprise notes payable, trade payables, amounts due to customers for constructions contracts, other payables and guarantee deposits.

d. Financial risk management objectives and policies

The Company sought to minimize the effects of these risks by using derivative financial instruments to hedge risk exposures. The use of financial derivatives was governed by the Company’s policies approved by the board of directors.

1) Market risk

The Company’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below) and interest rates (see (b) below).

a) Foreign currency risk

With regard to the carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities (including those eliminated on consolidation), refer to Note 32.

  • 188 -

Sensitivity analysis

The Company is mainly exposed to the USD and JPY.

The following table details the Company’s sensitivity to a 2% increase in New Taiwan dollars (the functional currency) against the relevant foreign currencies. The sensitivity rate of 2% is used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis included only outstanding foreign currency denominated monetary items at the end of the reporting period under the assumption of a 2% change in foreign currency rates. A positive number below indicates an increase/decrease in pre-tax profit/loss when New Taiwan dollars strengthened by 2% against the relevant currency. For a 2% weakening of New Taiwan dollars against the relevant currency, there would be an equal and opposite impact on pre-tax profit/loss and the balances below would be negative.

Profit or loss USD Impact
For the Year Ended December 31
2020
2019
$ (457)
$ 1,436
JPY Impact
For the Year Ended December 31
2020
2019
$ 152
$ -

The amounts were mainly attributable to the outstanding receivables and payables, which were not hedged at the end of the reporting period.

The Company’s sensitivity to foreign currency risk in 2020 has not changed significantly from the prior year.

b) Interest rate risk

The carrying amounts of the Company’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting period were as follows:

Fair value interest rate risk
Financial assets
Cash flow interest rate risk
Financial assets
**December 31 **
2020
2019
$ 465,200
$ 532,867
225,925
145,773

Sensitivity analysis

The sensitivity analyses below were determined based on the Company’s exposure to interest rates for both derivatives and non-derivative instruments at the end of the reporting period. A sensitivity rate of 0.25% increase or decrease was used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

  • 189 -

  • If interest rates had been 0.25% higher/lower and all other variables were held constant, the Company’s pre-tax profit/loss for the years ended December 31, 2020 and 2019 would have increase/decrease by $565 thousand and $364 thousand, respectively, which was mainly a result of variable-rate bank deposits.

The Company’s sensitivity to interest rate risk in 2020 has not changed significantly from the prior year.

c) Other price risk

The Company was exposed to equity price risk through its investments in equity securities. The Company has appointed a special team to monitor the price risk and make plans to manage the price risk.

Sensitivity analysis

  • The sensitivity analyses below were determined based on the exposure to the price risks of the aforementioned investments at the end of the reporting period.

  • If equity prices had been 1% higher/lower, pre-tax profit for the years ended December 31, 2020 and 2019 would have increased/decreased by $1,675 thousand and $1,444 thousand, respectively, as a result of the changes in fair value of financial assets at FVTPL, and the pre-tax other comprehensive income for the years ended December 31, 2020 and 2019 would have increased/decreased by $8,764 thousand and $4,987 thousand, respectively, as a result of the changes in fair value of financial assets at FVTOCI.

  • The Company’s sensitivity to investments in equity securities in 2020 has not changed significantly from the prior year.

  • 2) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Company. As at the end of the reporting period, the Company’s maximum exposure to credit risk which will cause a financial loss to the Company due to failure of counterparties to discharge an obligation and financial guarantees provided by the Company could arise from:

  • a) The carrying amount of the respective recognized financial assets as stated in the balance sheets; and

  • b) The amount of contingent liabilities in relation to financial guarantee issued by the Company.

The Company adopted a policy of only dealing with government agencies and creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Company only transacts with entities that are rated the equivalent of investment grade and above.

  • 190 -

Refer to Note 10 for impairment assessment of individual customer receivables.

3) Liquidity risk

The Company manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Company’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.

The Company relies on bank borrowings as a significant source of liquidity. As of December 31, 2020 and 2019, the Company had available unutilized short-term bank loan facilities of $1,143,507 thousand and $1,113,198 thousand, respectively.

27. TRANSACTIONS WITH RELATED PARTIES

Besides disclosures mentioned in other notes, the details of transactions between the Company and other related parties were disclosed below.

  • a. Related party name and category

Related Party Name Related Party Category Muchonfarm Inc. (Muchonfarm) Subsidiary Young Fast Optoelectronics Co., Ltd. (Young Fast) Other related party (the Company is the corporate director) Taiwan SRU Corp. Ltd. (SRU) Other related party (related party in substance) Bond-Galv Industrial Co., Ltd. (Bond-Galv) Other related party (corporate director of the Company)

  • b. Operating revenue
Line Item
Related Party Category/Name
Sales
Other related parties
Rental revenue
Subsidiary
Other related parties
Young Fast
SRU
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **



2020
$ 253

$ 240

10,081

1,719

$ 12,040
2019
$ 42
$ 255
10,039

1,719
$ 12,013

Sales were made at discounted market price to reflect the quantity of goods sold and the relationships between the parties.

  • 191 -

Terms of sales from related parties were similar to those from third parties.

The Company rented houses to related parties. The amount of rent was agreed by both parties.

Terms of rent collection from related parties were similar to those from third parties.

As of December 31, 2020 and 2019, guarantee deposits received from the renting of houses to related parties were as follows:

Line Item
Related Party Category/Name
Guarantee deposits received
Other related parties
Young Fast
SRU
Purchases of goods
Related Party Category
Other related parties
December 31
2020
2019
$ 3,000
$ 3,000

450

450
$ 3,450
$ 3,450
**For the Year Ended December 31 **
2020
$ 131,933
2019
$ 72,540
  • c. Purchases of goods

Purchases were made at discounted market prices to reflect the quantity of goods purchased and the relationships between the parties.

Terms of purchases from related parties were similar to those from third parties.

  • d. Payables to related parties
Line Item
Related Party Category/Name
Trade payables to related parties
Other related parties
Young Fast
**December ** **31 **

2020
$ -
2019
$ 27,069

The outstanding payables to related parties were unsecured.

  • e. Remuneration of key management personnel
Short-term employee benefits **For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2020
$ 23,579
2019
$ 15,263

The remuneration of directors and key executives, as determined by the remuneration committee, was based on the performance of individuals and market trends.

  • 192 -

28. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The following assets had been mortgaged as collateral for long- and short-term bank credit lines, performance guaranty, and a deposit for management and maintenance of public open space:

Financial assets at amortized cost - current
Pledged time deposits
Property, plant and equipment
Freehold land
Buildings, net
Investment properties
Freehold land
Buildings, net
**December ** **31 **


2020
$ -

170,737
450,448
51,692

21,417

$ 694,294
2019
$ 2,986
170,737
468,147
51,692

22,031
$ 715,593

29. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

In addition to those disclosed in other notes, significant commitments and contingencies of the Company as of December 31, 2020 and 2019 were as follows:

  • a. As of December 31, 2020 and 2019, unused letters of credit for purchases of raw materials and machinery and equipment amounted to the following:
USD
JPY
**December 31 ** **December 31 **
2020
$ 3,423
$ 36,600
2019
$ 3,257
$ 35,352
  • b. Unrecognized commitments for purchase of property, plant and equipment amounted to the following:
NTD **December 31 ** **December 31 **
2020
$ 54,123
2019
$ 24,859
  • c. Unrecognized contractual commitments of contracts entered into between the Company and the subcontractors are as follows:
NTD **December ** **31 **
2020
$ 190,624
2019
$ 221,273
  • d. In accordance with the customs import tariff of the post-release duty payment for imported goods, the bank issued a letter of guarantee on behalf of the Company to the customs. The endorsement/guarantee amount was as follows:
NTD December 31
2020
$ 5,000
2019
$ 5,000
  • 193 -

30. SIGNIFICANT LOSSES FROM DISASTERS: NONE

31. SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD: NONE

32. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The following information was aggregated by the foreign currencies other than functional currencies of the Company and the exchange rates between foreign currencies and respective functional currency were disclosed. The significant assets and liabilities denominated in foreign currencies were as follows:

December 31, 2020

Foreign
Currency
(In Thousands) Exchange Rate
Financial assets
Monetary items
USD

$ 792
28.43

JPY

64,846
0.27





Non-monetary items

Investments accounted for using the equity method
USD

174
28.48


Financial liabilities


Monetary items

USD

1,590
28.53

JPY

36,650
0.28




December 31, 2019
Foreign
Currency
(In Thousands) Exchange Rate
Financial assets
Monetary items
USD

$ 4,246
29.93


Non-monetary items

Investments accounted for using the equity method
USD

168
29.98


Financial liabilities


Monetary items

USD

1,840
30.03
Carrying
Amount (In
Thousands)
$ 22,521

17,787
$ 40,308
$ 4,967
$ 45,349

10,200
$ 55,549
Carrying
Amount (In
Thousands)
$ 127,073
$ 5,045
$ 55,249
  • 194 -

The Company is mainly exposed to the USD and JPY. The following information was aggregated by the functional currencies of the Company, and the exchange rate between the respective functional currency and the presentation currency was disclosed. The significant realized and unrealized foreign exchange gains (losses) were as follows:

Functional Currency

NTD
**For the Year Ended December 31 ** **For the Year Ended December 31 **
2020
Exchange Rate
Net Foreign
Exchange Gain
(Loss)

1 (NTD:NTD)
$ 1,770
2019
Exchange Rate
Net Foreign
Exchange Gain
(Loss)
1 (NTD:NTD)
$ (1,815)

33. SEPARATELY DISCLOSED ITEMS

  • a. Information about significant transactions:

  • 1) Financing provided to others: None.

  • 2) Endorsements/guarantees provided: None.

  • 3) Marketable securities held (excluding investments in subsidiaries, associates and joint controlled entities). (Table 1)

  • 4) Marketable securities acquired and disposed of at costs or prices at least NT$300 million or 20% of the paid-in capital: None.

  • 5) Acquisitions of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital: None.

  • 6) Disposals of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital: None.

  • 7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital: None. (Table 2)

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: None.

  • 9) Trading in derivative instruments: None.

  • b. Information on investees. (Table 3)

  • c. Information on investments in mainland China

  • 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area: None.

  • 195 -

  • 2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses: None.

    • a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period.

    • b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period.

    • c) The amount of property transactions and the amount of the resultant gains or losses.

    • d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes.

    • e) The highest period balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds.

    • f) Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receipt of services.

  • d. Information of major shareholders: List all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder (Table 4)

  • 196 -

TABLE 1

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

MARKETABLE SECURITIES HELD DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars/Shares, Unless Stated Otherwise)

Holding Company Name Type and Name of Marketable Securities Relationship with the Holding
Company
Financial Statement Account December 31, 2020 December 31, 2020 December 31, 2020 Note
Number of
Shares
Carrying
Amount
% of Ownership
Fair Value
Hold-Key Electric Wire & Cable Co., Ltd. G-Shank Enterprise Co., Ltd.
Nishoku Technology Inc.
Taiwan Cooperative Financial Holding Co., Ltd.
Global Mixed-Mode Technology Inc.
Sinher Technology Inc.
DrayTek Company
Taiwan Fu Hsing Industrial Co., Ltd.
Mega Financial Holding Company Ltd.
Young Fast Optoelectronics Co., Ltd.
MagiCap Venture Capital Co., Ltd.
Sol Young Enterprises Co., Ltd.
Bond-Galv Industrial Co., Ltd.
Fuzetec Technology Co., Ltd.
Mosart Semiconductor Corp.
Luminous Optical Technology Co., Ltd.
Taiwan Submarine Cable Co., Ltd.
-
-
-
-
-
-
-
-
The Company is the corporate
director
-
Corporate director
Corporate director
-
-
-
-
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
565
164
3,133
70
185
253
56
150
20,415
73
3,652
1,797
1,091
743
826
30


$ 11,696
17,876
63,751
11,165
8,676
6,578
2,512
4,470
698,187
9,175
135,622
64,199
51,532
9,976
21,563

300
$ 1,117,278
0.31
0.26
0.02
0.08
0.25
0.29
0.03
0.00
13.49
1.78
5.60
11.46
3.47
3.32
5.50
6.67
$ 11,696
17,876
63,751
11,165
8,676
6,578
2,512
4,470
698,187
9,175
135,622
64,199
51,532
9,976
21,563
300
  • 197 -

TABLE 2

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Buyer Related Party Relationship Transaction Details Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts
Receivable (Payable)
Notes/Accounts
Receivable (Payable)
Note
Purchase/
Sale
Amount % of
**Total **
Payment Terms Unit Price Payment Terms Ending Balance
% of
**Total **
Hold-Key Electric Wire & Cable
Co., Ltd.
Young Fast Optoelectronics
Co., Ltd.
The Company is the corporate
director
Purchase $ 131,933 6.65 Payment in 60 days after
acceptance
Note Equivalent $ - -

Note: It is an agreement between the two parties.

  • 198 -

TABLE 3

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD. AND SUBSIDIARIES

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars, U.S. Dollars and Hong Kong Dollars, Unless Stated Otherwise)

Investor Company Investee Company Location Main Businesses
and Products
Investment Amount Investment Amount **As of December 31, ** **As of December 31, ** 2020 Net Income
(Loss) of the
Investee
Share of Profit
(Loss)
Note
December 31,
2020
December 31,
2019
Number of
Shares
% of
Ownership
Carrying
Amount
Hold-Key Electric Wire &
Cable Co., Ltd.
Holdkey (Belize)
Investments Limited
Holdkey (Belize)
Investments Limited
Muchonfarm Inc.
Midori Mark (H.K.)
Limited
Belize City
3F., No. 36-10, Sec. 1, Fuxing S. Rd., Zhongshan
Dist., Taipei City 104, Taiwan (R.O.C.)
Unit 2911, Tower 2 Metroplaza, 223 Hing Fong Rd.,
Kwai Fong, N.T., Hong Kong
Investment
Agriculture
Trading of various
panels
$ 346,448
(US$ 10,237)
(HK$ 1,000)
87,250
US$ 539
$ 346,448
(US$ 10,237)
(HK$ 1,000)

87,250
US$ 539
9,971
13,000
2,325
100.00
100.00
21.83
$ 4,967
50,533
570
$ 179

(3,111)

1,046
$ 179

(3,111)

228
Subsidiary
Subsidiary
  • 199 -

TABLE 4

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

INFORMATION OF MAJOR SHAREHOLDERS DECEMBER 31, 2020

Name of Major Shareholder Shares Shares
Number of
Shares
Percentage of
Ownership (%)
Sol Young Enterprises Co., Ltd. 77,556,914 32.19

Note: The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of ordinary shares and preference shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (including treasury shares) by the Company as of the last business day for the current quarter. The share capital in the financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.

  • 200 -

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

THE CONTENTS OF STATEMENTS FOR MAJOR ACCOUNTING ITEMS

Item
Major Accounting Items in Assets, Liabilities and Equity
Statement of cash and cash equivalents
Statement of financial assets at fair value through profit or loss - current
Statement of investments in equity instruments at fair value through other comprehensive
income - current
Statement of notes receivable
Statement of trade receivables
Statement of contract assets - current
Statement of inventories
Statement of other current assets
Statement of changes in financial assets at fair value through other comprehensive income -
non-current
Statement of changes in investments accounted for using the equity method
Statement of changes in property, plant and equipment
Statement of changes in accumulated depreciation of property, plant and equipment
Statement of changes in accumulated impairment of property, plant and equipment
Statement of changes in right-of-use assets
Statement of changes in accumulated depreciation of right-of-use assets
Statement of changes in investment properties
Statement of changes in accumulated depreciation of investment properties
Statement of changes in accumulated impairment of investment properties
Statement of other non-current assets
Statement of trade payables
Statement of other payables
Statement of other current liabilities
Statement of lease liabilities
Statement of other non-current liabilities
Major Accounting Items in Profit or Loss
Statement of operating revenue
Statement of operating costs
Statement of selling and marketing expenses
Statement of general and administrative expenses
Statement of research and development expenses
Statement of finance costs
Statement of labor, depreciation, depreciation and amortization by function
**Statement Index **
1
2
3
4
5
Note 21
6
Note 17
7
8
Note 14
Note 14
Note 14
9
10
Note 16
Note 16
Note 16
Note 17
11
Note 18
Note 18
12
Note 18
13
14
15
16
17
Note 22
18
  • 201 -

STATEMENT 1

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

STATEMENT OF CASH AND CASH EQUIVALENTS DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars)

Item
Description
Cash on hand

Checking accounts
Demand deposits
Including foreign currency deposits of JPY43,066
thousand @0.27
Time deposits

Amount
$ 37
804
225,925

451,200
$ 677,966
  • 202 -

STATEMENT 2

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

STATEMENT OF FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS - CURRENT DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars/Kg, Unless Specified Otherwise)

Name Gold investment account

Description
Kg
Book Value
Amount
Rate
99
$ -
$ -
Accumulated
Cost
Impairment
$ 154,745
$ -

FairValue
Unit Price
Total Amount
Note
1,692
$ 167,508
None
  • 203 -

STATEMENT 3

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

STATEMENT OF INVESTMENTS IN EQUITY INSTRUMENTS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - CURRENT DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars/Shares, Unless Specified Otherwise)

Name
Description
Shares
Book Value
Amount
Rate
G-Shank Enterprise Co., Ltd.
565
$ -
$ -

Nishoku Technology Inc.
164
-
-
Taiwan Cooperative Financial Holding Co., Ltd.
3,133
-
-
Global Mixed-Mode Technology Inc
70
-
-
Sinher Technology Inc.
185
-
-
DrayTek Corporation
253
-
-
Taiwan Fu Hsing Industrial Co., Ltd.
56
-
-
Mega Financial Holding Company Ltd.
150
-
-

Accumulated
Cost
Impairment
$ 14,693
$ -
14,112
-
46,795
-
5,035
-
9,912
-
7,886
-
2,345
-

3,572
-
$ 104,350

FairValue
Unit Price
Total Amount
Note
20.70
$ 11,696
None
109.00
17,876

20.35
63,751

159.50
11,165

46.90
8,676

26.00
6,578

44.85
2,512

29.80

4,470

$ 126,724
  • 204 -

STATEMENT 4

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

STATEMENT OF NOTES RECEIVABLE DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars)

Client Name
Description
Non-related party
Client A
Payments

Client B

Client C

Client D

Others (Note)


Less: Allowance for impairment loss

Amount
$ 6,389
2,920
2,845
2,086

12,971
27,211

728
$ 26,483

Note: The amount of individual client included in others does not exceed 5% of the account balance.

  • 205 -

STATEMENT 5

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

STATEMENT OF TRADE RECEIVABLES DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars)

Client Name
Description
Non-related party
Client A
Payments

Client B

Client C

Others (Note)


Less: Allowance for impairment loss

Amount
$ 120,927
65,435
16,739

90,296
293,397

2,934
$ 290,463

Note: The amount of individual client included in others does not exceed 5% of the account balance.

  • 206 -

STATEMENT 6

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

STATEMENT OF INVENTORIES DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Item
Raw materials
Materials
Work in progress
Finished goods
Less: Allowance for write-downs of inventories
Amount



Cost
Net Realizable
Value
$ 225,159
$ 201,159
10,728
4,228
301,652
279,152

298,868

271,368
836,407
$ 755,907

80,500
$ 755,907

Note: Inventories are evaluated at the lower of cost or net realizable value.

  • 207 -

STATEMENT 7

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

STATEMENT OF CHANGES IN FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - NON-CURRENT FOR THE YEAR ENDED DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars/Shares)

Name
Young Fast Optoelectronics Co., Ltd.
MagiCap Venture Capital Co., Ltd.
Sol Young Enterprises Co., Ltd.
Bond-Galv Industrial Co., Ltd.
Fuzetec Technology Co., Ltd.
Mosart Semiconductor Corp.
Luminous Optical Technology Co., Ltd.
Taiwan Submarine Cable Co., Ltd. (Note 3)
Balance, January 1, 2020
Shares
Amount
15,345
$ 340,655
91
13,149
3,652
101,586
1,797
58,329
1,091
39,372
843
5,076
1,651
22,941
30

300
$ 581,408
Additions (Note 1)
Shares
Amount
5,070
$ 357,532
-
720
-
34,036
-
5,870
-
12,160
-
5,896
-
6,879
-

-
$ 423,093
Decrease (Note 2)
Shares
Amount
-
$ -
18
4,694
-
-
-
-
-
-
100
996
825
8,257
-

-
$ 13,947
Balance, December 31, 2020
Percentage of
Shares
Ownership (%)
Amount
Collateral
20,415
13.49
$ 698,187
None
73
1.78
9,175

3,652
5.60
135,622

1,797
11.46
64,199

1,091
3.47
51,532

743
3.32
9,976

826
5.50
21,563

30
6.67

300

$ 990,554
Percentage of
Shares
Ownership (%)
20,415
13.49

73
1.78
3,652
5.60
1,797
11.46
1,091
3.47
743
3.32
826
5.50
30
6.67

Shares
15,345

91
3,652
1,797
1,091
843
1,651
30

Shares
5,070

-
-
-
-
-
-
-

Shares
-

18
-
-
-
100
825
-

Note 1: Increase in amount resulted from adjustment and purchase.

Note 2: Decrease in amount resulted from capital reduction by return of shares and sale.

Note 3: One-Seven Trading Co., Ltd. was renamed as Taiwan Submarine Cable Co., Ltd. on December 31, 2020.

  • 208 -

STATEMENT 8

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD FOR THE YEAR ENDED DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars/Shares, Unless Specified Otherwise)

Investees
Holdkey (Belize) Investments Limited
Muchonfarm Inc.
Balance, January 1, 2020
Shares
Amount
9,971
$ 5,045
13,000

53,644
$ 58,689
Additions in Investment
Acquired
Shares
Amount
-
$ -
-

-
$ -
Investment
Decrease in Investment
Gain or
Shares
Amount
Loss
-
$ 257
$ 179
-

-

(3,111)
$ 257
$ (2,932)
Balance, December 31, 2020

Percentage of
Ownership
Shares
(%)
Amount
9,971
100
$ 4,967
13,000
100

50,533
$ 55,500
Market Value or Net Assets
Value
Total
Unit Price
Amount
Collateral
0.50
$ 4,967
None
3.89

50,533

$ 55,500

Percentage of
Ownership
Shares
(%)
9,971
100

13,000
100

Acquired
Shares
-

-

Unit Price
0.50

3.89

Shares
9,971

13,000

Shares
-

-

  • 209 -

STATEMENT 9

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

STATEMENT OF CHANGES IN RIGHT-OF-USE ASSETS FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Item
Balance, January
1, 2020
Buildings
$ 21,071

Transportation equipment

6,089

$ 27,160
Additions
$ -


-

$ -
Decrease
Balance,
December 31,
2020
$ (11,267)
$ 9,804

-

6,089
$ (11,267)
$ 15,893
  • 210 -

STATEMENT 10

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

STATEMENT OF CHANGES IN ACCUMULATED DEPRECIATION OF RIGHT-OF-USE ASSETS DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars)

Item
Balance, January
1, 2020
Buildings
$ 4,380

Transportation equipment

1,074

$ 5,454
Additions
$ 4,275


1,757

$ 6,032
Decrease
Balance,
December 31,
2020
$ (521)
$ 8,134

-

2,831
$ (521)
$ 10,965
  • 211 -

STATEMENT 11

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

STATEMENT OF TRADE PAYABLES DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Client Name
Description
Non-related party
Client A
Payments

Client B

Client C

Client D

Client E

Client F

Others (Note)


Amount
$ 44,581
42,154
29,596
22,611
17,118
11,509

52,866
$ 220,435

Note: The amount of individual client included in other does not exceed 5% of the account balance.

  • 212 -

STATEMENT 12

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

STATEMENT OF LEASE LIABILITIES DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Item
Description
Contract Period
Discount Rates
(%)
Building
Office
2016.02.16-2021.02.15
1.195


Dormitory
2020.08.01-2021.07.31
1.465


2019.08.01-2021.07.31

Transportation
equipment
Car
2018.01.25-2021.01.24



2018.10.30-2021.10.29



2019.02.01-2022.01.31



2019.04.01-2024.03.31



2019.07.01-2023.02.28



2019.09.02-2022.09.01



2019.11.01-2022.10.31


Less: Portion due within
one year

Amount
$ 283
986
507
14
123
155
937
1,388
395

282
5,070

2,809
$ 2,261
  • 213 -

STATEMENT 13

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

STATEMENT OF OPERATING REVENUE FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Item
Quantities
Unit Price
Wires and cables
17,019 KM
17.46

Aluminum wire
920 MT
86.24
XLPE power cables
2,270 KM
620.72
Communication wires and cables
22,088 KM
13.75
Optical fiber cables
1,447 KM
60.87
Engineering service revenue
Rental revenue
Service revenue
Others - ancillary equipment

Amount
$ 297,074
79,305
1,409,083
303,814
88,112
11,293
16,231
106,937

506,810
$ 2,818,659
  • 214 -

STATEMENT 14

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

STATEMENT OF OPERATING COSTS FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Item
Direct raw materials
Add:
Raw materials, beginning of year

Purchases in the period
Transferred from expenses and revenue
Less: Raw materials, end of year
Others


Materials used
Materials, beginning of year
Add:
Purchases in the period
Less: Materials, end of year
Others


Direct labor
Manufacturing expenses

Manufacturing costs
Add:
Work in process, beginning of year
Purchases in the period
Others
Less: Work in process, end of year
Others

Cost of finished goods

Add:
Finished goods, beginning of year
Finished goods purchased
Others
Less: Finished goods, end of year
Others

Cost of finished goods

Reversal of write-downs of inventories

Rental cost

Construction in progress, beginning of year
Offsetting of construction in progress and advance construction receipts, beginning of year
Less: Consumption in this period
Construction in progress, end of year
Offsetting of construction in progress and advance construction receipts, end of year

Construction cost

Services cost

Amount
$ 370,029
1,039,843
18
(225,159)

(397)

1,184,334
14,002
14,485
(10,728)

(6)

17,753
77,812

270,444
1,550,343
220,275
1,464
2,666
(301,652)

(864)

1,472,232
303,174
929,390
105
(298,868)

(9,550)

2,396,483

(9,500)

4,698
3,203
99,218
(99,774)
-

(2,360)

287

82,170
$ 2,474,138
  • 215 -

STATEMENT 15

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

STATEMENT OF SELLING AND MARKETING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Item
Description
Payroll expenses

Shipping expenses
Professional service fees
Commission expenses
Other (Note)

Amount
$ 17,130
12,196
4,501
10,400

12,054
$ 56,281

Note: The amount of individual client included in other does not exceed 5% of the account balance.

  • 216 -

STATEMENT 16

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

STATEMENT OF GENERAL AND ADMINISTRATIVE EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Item
Description
Payroll expenses

Depreciation expenses
Professional service fees
Gain on reversal of expected credit loss
Others (Note)

Amount
$ 30,368
2,019
3,802
(2,089)

4,392
$ 38,492

Note: The amount of individual client included in other does not exceed 5% of the account balance.

  • 217 -

STATEMENT 17

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

STATEMENT OF RESEARCH AND DEVELOPMENT EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Item
Description
Payroll expenses

Consumables expenses
Other (Note)

Amount
$ 2,269
715

1,476
$ 4,460

Note: The amount of individual client included in other does not exceed 5% of the account balance.

  • 218 -

STATEMENT 18

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

STATEMENT OF LABOR, DEPRECIATION, DEPLETION AND AMORTIZATION BY FUNCTION FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

Employee benefits
Salaries

Labor and health insurance
Post-employment benefits
Remuneration of directors
Others


Depreciation
2020 Total
$ 158,432

14,053

6,820

7,470

8,558

$ 195,333

$ 74,364
2019
Classified as
Operating
Costs
Classified as
Operating
Expenses
$ 117,710 $ 40,722
11,067
2,986
5,245
1,575
-
7,470

7,335

1,223

$ 141,357
$ 53,976

$ 69,368
$ 4,996
Classified as
Operating
Costs
Classified as
Operating
Expenses
$ 109,979 $ 37,196

10,660
3,117

4,853
1,699

-
4,946

7,038

1,344

$ 132,530
$ 48,302

$ 85,280
$ 6,023
Total
$ 147,175

13,777

6,552

4,946

8,382
$ 180,832
$ 91,303
  • Note 1: As of December 31, 2020 and 2019, the Company had 235 and 243 employees, including 5 and 4 non-employee directors, respectively.

  • Note 2: The Company’s shares have been listed on the stock exchange, and the following information has been disclosed:

  • 1) Average labor costs for the years ended December 31, 2020 and 2019 were $817 thousand and $736 thousand, respectively.

  • 2) Average salary and bonus for the years ended December 31, 2020 and 2019 were $689 thousand and $616 thousand, respectively.

  • 3) The average salary and bonus decreased by 11.85% year over year.

  • 4) The Company has no supervisor.

  • 5) The Company’s salary and remuneration policy, including directors, supervisors, managers and employees, are as follows:

    • a) Salary is paid by remittance every month.

    • b) Depending on the operating conditions of the year, the year-end bonus will be paid before the Chinese New Year.

    • c) Depending on the operating conditions of the year, the performance bonus will be paid in the third quarter based on the employees’ job title and annual performance appraisal results.

    • d) Depending on the operating conditions of the year, 1%-5% of the current year's profit shall be allocated as compensation of employees and no more than 2.5% of the current year's profit as remuneration of directors. Remuneration will be paid in the third quarter of the year.

  • 219 -

HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD.

Chairperson: Biqi Yang

Published on May 25, 2021