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HOTA Annual Report 2020

Jul 23, 2021

51858_rns_2021-07-23_908a1ebe-b452-4bc5-a5a4-2eba2b510d25.pdf

Annual Report

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Stock Code: 1536

==> picture [499 x 130] intentionally omitted <==

2020

Annual Report

Market Observation Post System URL: http://mops.twse.com.tw/ Company URL: http://www.hota.com.tw/

Published on May 19, 2021

I. Name, Role and Contact of the Company’s Spokesperson and Acting Spokesperson Spokesperson Name: Chen, Chun-Chih Role: President Phone: (04)25692299 Ext. 1234 Acting Spokesperson Name: Sheng, Chien-Chih Role: CEO Phone:(04) 25692299 Ext. 1239

II. Address and Phone of Headquarter, Branches and Factories Dali Headquarter Address: No. 115, Renhua Rd., Dali Dist., Taichung City Phone:(04) 24912191 CTSP Branch Address: No. 12, Keya Rd., Daya Dist., Taichung City Phone: (04)25692299 Chiayi Branch Address: No. 18, 5th Rd., Dapumei Park, Chiayi County Phone: (05)2955699

III. Institution for Shares Transfer: Name: Agency for Stock Affairs, MasterLink Securities Co., Ltd. Address: B1, No. 35, Ln. 11, Guangfu N. Rd., Taipei City Phone: (02) 27686668 URL: http://www.masterlink.com.tw

IV. CPA for Audit and Attesting of the Financial Report in Most Recent Year: CPA Firm Name: PricewaterhouseCoopers Taiwan Name of Accountant(s): CPA Wu, Sung-Yun, and Hsu, Chien-Yeh Address: 27F, No. 333, Sec. 1, Keelung Rd., Taipei City Phone: (02) 27296666 Website URL: http://www.pwcglobal.com.tw

  • V. Name of Exchange for Offering and Trading of Overseas Securities: N/A

  • VI. Company Website URL: http://www.hota.com.tw

Table of Contents

I. Report to the Shareholders: ................................................................................................................................ 1 II. Company Profile ................................................................................................................................................ 5 III.Corporate Governance Report ........................................................................................................................... 8 (I) Organization System .................................................................................................................................. 8 (II)Supervisory Information for Director, Supervisor, President, Vice President, Associate Manager, Departments and Branches ........................................................................................................................... 10 (III)Remuneration Paid to Directors, Supervisors, Presidents and Vice Presidents in the Most Recent Year .......... 19 (IV)Corporate Governance Operation Status ............................................................................................... 24 (V)Information on CPA Professional Fees................................................................................................... 43 (VI)Information on Replacement of Certified Public Accountants ............................................................. 43 (VII) In case any Chairman, President, manager responsible for financial or accounting affairs has been employed in the CPA firm the CPA is affiliated to or its related companies, name, role, and the period for services at the CPA firm the CPA is affiliated to, or its related companies shall be disclosed .................... 44 (VIII)The State of Any Transfer of Equity Interests And/or Pledge of or Change in Equity Interests by a Director, Supervisor, Managerial Officer, or Shareholder with a Stake of More Than 10 Percent During The Most Recent Fiscal Year or During the Current Fiscal Year up to the Date of Publication of the Annual Report. .......................................................................................................................................................... 44 (IX)Information on the Top 10 Holders of the company's Shares who Are Identified as Related Parties, Spouses or Relatives within Second-degree of Kinship ............................................................................... 46 (X)consolidated shareholding ratio .............................................................................................................. 46 IV.Funding Status ................................................................................................................................................. 47 (I) Capital & Shares ...................................................................................................................................... 47 (II)Issuance of Corporate Bonds .................................................................................................................. 51 (III)Issuance of Preferred Shares .................................................................................................................. 51 (IV)Issuance of Global Depository Receipts ................................................................................................ 51 (V)Issuance of Employee Stock Options and Restricted Employee Shares ................................................. 51 (VI)Issuance of New Shares in Connection with the Merger or Acquisition of Other Companies ............. 51 (VII) Implementation of Capital Allocation Plans ........................................................................................ 51 V. Operational Highlights ..................................................................................................................................... 53 (I) Business Content ...................................................................................................................................... 53 (II)Market and Production & Promotion Overview ..................................................................................... 59 (III)Number of Employees Employed for the 2 Most Recent Fiscal Years ................................................. 69 (IV)Information Regarding Environmental Protection Expenditure ............................................................ 69 (V)Labor Relations ....................................................................................................................................... 71 (VI)Important Contracts ............................................................................................................................... 72 VI.Financial Highlights ........................................................................................................................................ 73 (I) Condensed Financial Information in the Most Recent Five Years .......................................................... 73 (II)Financial Analysis of the Most Recent Five Years ................................................................................. 77 (III)Audit Committee's Report on Financial Statements for the Most Recent Fiscal Year .......................... 80 (IV)Financial Statements in the most recent Fiscal year .............................................................................. 81 (V)Parent-company-only financial statements for the most recent fiscal year .......................................... 179 (VI)Whether there is Financial Difficulties by Insufficient Cash Flow in the Company and Its Related Companies in the Most Recent Year and up to the Date of Publication .................................................... 295 VII.Review and Analysis of Financial Condition and Financial Performance and Risks.................................. 296 (I) Financial Position ................................................................................................................................... 296 (II)Financial Performance .......................................................................................................................... 297 (III)Cash Flow ............................................................................................................................................ 297 (IV)The impact of any material capital expenditures over the most recent fiscal year upon the Company's financial and operating condition: .............................................................................................................. 298 (V)The Company's policy for the most recent fiscal year on investments in other companies, the main reasons for profit/losses resulting therefrom, plans for improvement, and investment plans for the coming fiscal year.................................................................................................................................................... 299 (VI)Risk Factors Analysis .......................................................................................................................... 299 (VII) Any other important matters .............................................................................................................. 301

VIII. Special Notes .............................................................................................................................................. 302 (I) Information Regarding Affiliated Companies ....................................................................................... 302 (II)The status of conducting issuance of securities through private placement ......................................... 304 (III)The status of those subsidiaries of the Company who held or disposed of shares of this company during the most recent fiscal year and up to publication date of this Annual Report: No such occurrence in the Company..................................................................................................................................................... 304 (IV)Other necessary items to be supplemented and explained .................................................................. 304 IX.Any of the situations listed in Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act, which might materially affect shareholders' equity or the price of the company's securities during the most recent fiscal year or the current fiscal year up to the publication date of the Annual Report. ...................................... 304

I. Report to the Shareholders:

(I) Operation Report of the Year 2020

1. Execution Results of the Business Plan:

to the Shareholders:
eration Report of the Year 2020
Execution Results of the Business Plan:
to the Shareholders:
eration Report of the Year 2020
Execution Results of the Business Plan:
Unit: New Taiwan Dollar,thousand
Item Year 2020 Year 2019
Amount % Amount %
Operation Revenue 5,211,042 100 5,968,347 100
Operation Costs (4,038,224) (78) (4,295,987) (72)
Operation Margin 1,172,818 22 1,672,360 28
Operation Expenses (776,207) (15) (853,831) (14)
Operation Net Profit 396,611 7 818,529 14
Non-operatingincome and expenses (72,563) (1) (73,610) (1)
Netprofit before tax 324,048 6 744,919 13
Income Tax Expense (38,488) (91,870) (2)
Net Income after tax 285,560 6 653,049 11
Net income attributable to
stockholders of theparent company
286,094 6 649,123 11
Net income attributable to non-controlling
interests
(534) 3,926
Analysis of Profitability:
Item Year 2020 Year 2019
Return on Assets(%) 2.10 4.43
Return on Equityof Shareholders(%) 4.38 9.68
Ratio to Paid-in
Capital(%)
Operation Net Profit 15.58 32.10
Net Income after tax 12.73 29.22
Net Profit Ratio(%) 5.48 10.94
Earningsper share(Not been retrospective adjusted) 1.12 2.55
  1. Analysis of Profitability:

  2. Status of Research and Development:

  3. (1) The development results of Research & Development department in the last three years as follows:

    • A. Differential assembly.

    • B. Automatic and Tiptronic transmission components.

    • C. Torque conversion system parts.

    • D. Planetary gear set of Continuously Variable Transmission (CVT) gearbox.

    • E. Heavy locomotive gearbox and transmission components.

    • F. Gearbox parts for large agricultural machinery.

    • G. Precision mechanical reducer.

    • H. Gear hobbing machine, optical measuring instrument, gear scraping machine, chamfering machine.

    • I. All-Terrain vehicles (ATV) and electric scooters.

    • J. Electric vehicle gearbox components.

    • K. Gear rotation measuring instrument.

    • L. Aerospace parts

1

(2) Major topics for future Research and Development

In recent years, the Company has worked hard towards product differentiation and market segmentation, committed to the development of high value-added products, and continued to invest in the design, research and development of green energy vehicle-related components to maintain its competitive advantage in the market and stabilize customers’ relationships and their orders. In response to industrial upgrade and business expansion, the Company has successively purchased high-precision machinery and inspection equipment, cultivated R&D and design talents, invested in new product research and development, introduced smart manufacturing technology, and shortened research and development time to meet customer needs.

The focus of this year's research and development is to extend the previous year's results, to develop transmission systems for various vehicles, and to develop precision gears and transmission shafts required for green energy, environmentally friendly vehicle reducers.

The scheduled research and development products are as follows:

  - A. American automobile automatic transmission components.

  - B. American automobile torque conversion system components.

  - C. New gearbox components for European high-end heavy locomotives.

  - D. Oil pump gear of American industrial machinery.

  - E. Gearbox parts of American Agricultural and Construction Machinery.

  - F. US patented Limited Slip Differential (LSD).

  - G. European series CVT components.

  - H. Air compressor components for truck brake system

  - I. Gear hobbing machine, gear scraping machine, chamfering machine.

  - J. All kinds of ATVs, electric scooters and medical assistance vehicles.

  - K. American electric vehicle gearbox components and their assembly.

  - L. Bevel gear and bevel gear differential assembly.

  - M. Planetary gear set of hybrid transmission.

  - N. Gear intelligent production integration technology.

  - O. Electric vehicle high-efficiency power transmission system assembly
  1. Business Plan outline of the Year 2021:

  2. (1) Management Guideline:

    • A. Improve quality system and strengthen quality management: Nowadays, major automobile manufacturers are constantly improving in terms of precision and quality requirements. Therefore, in the Quality system and management, the Company reinforces the training of quality control personnel and prosecutes the management of suppliers, to assure product quality. Reducing the occurrence of internal defect and complaints from the external customers, it shall stabilize existing customers and establish a long-term good relationship with them.

    • B. Improve technical capabilities to meet customer requirements: Main customers of the Company have been European and American automobile factories, and first-tier system factories for a long time, especially in the parts of electric vehicles, and the precision requirements have been continuously improved. Therefore, the Company has not only upgraded and improved the equipment for production and inspection but also

2

reinforced the training of operators to meet the needs of customers.

  • C. Actively strive for cooperation opportunities with well-known foreign car manufacturers The Company continues to strive for more long-term cooperation opportunities with foreign automobile component manufacturers and car manufacturers. With excellent quality and professional research and development technology, the Company seeks strategic alliances and technical cooperation opportunities with major transmission manufacturers, automobile manufacturers and electric vehicle manufacturers.

  • D. Promote Productivity 4.0:

    • The new Dapumei factory in Chiayi County first promotes the smart manufacturing production model. In addition to purchasing automated and semi-automated machines and advanced inspection equipment, it plans to gradually implement smart automated production and inspection, which will assure quality, reduce labor costs, and improve production efficiency. It will generate a significant effect for optimizing the structure and upgrading of the industry.
  • (2) Production and Marketing policy

  • A. Strengthen the Company's research and development capabilities, provide customers with collaborative design services, prosecute the current IATF16949 quality certification system, improve business physique, and gradually promote toward Productivity 4.0. Meanwhile, the Company reinforces several quick response mechanisms including Total Quality Management activities (TQM), Lean Manufacturing (TPS), and Quality System Basics (QSB), and focuses on intense contact with customers to improve customer satisfaction.

  • B. Implement corporate social responsibility, demonstrate the spirit of sustainable business operations, continue to follow the ISO 14001 and ISO 45001 environmental safety and health certification systems, improve workplace environmental safety and health, and respond to environmental protection, energy conservation and carbon reduction issues, and strengthen the implementation of ISO 14064 greenhouse gas inventory review, ISO 14067 carbon footprint certification.

  • C. Based on the global development and trends of electric vehicles and smart driving, with abundant experience and technology, actively strive for relevant types of customers in various regions, design and develop collaboratively with them to expand the market for related components.

  • D. To transmission components, differentials, torque conversion systems, planetary gear sets, and other transmission components for existing automobile manufacturers, in addition to continuously improving quality and reducing costs, increasing the Company’s competitiveness, and then strive existing customers’ orders from different regions in the world to expand the global market.

  • (3) Future development strategy:

  • A. The development of Taiwan’s automobile components is deeply influenced by the foreign automobile industry. From the perspective of the global consumer market, the Company continues to actively expand into the European, American, Chinese, and Emerging markets. However, in terms of energy conservation and carbon reduction, smart cars and electric vehicles are the focus of future vehicle development. Therefore, the Company must actively

3

strive for customers of related nature for collaborative development and cooperation to create new business opportunities.

  • B. Actively strive to cooperate and synchronize research and development with major international automobile manufacturers, transform for producing all-around systematic component assembly, thereby reducing the vicious competition of single-piece parts with simple manufacturing processes, to enhance profitability. It should be helpful for the Company’s revenues and profits.

  • C. Continue to promote the joint research of high-tech R&D projects with industry, government, academia, and research; also local industry-academic cooperation to cultivate R&D and manufacturing talents. In addition to assisting in industrial upgrading, it can also fuel new R&D and manufacturing for the long term, and support the Company to utilize current patents to high-value-added systematic products.

  • D. In line with the government's “Our aircrafts manufactured by our own” policy, the Company has passed the AS 9100 aerospace system certification which officially obtained the entry ticket to participate in the aerospace industry. It is hoped that the Company’s core technology of automotive precision manufacturing can also be applied to the aerospace technology field, and adds new elements to the Company's product diversification.

  • (4) Impacts by the external competition, the legal environment and the overall economics:

  • A. As countries are paying close attention to the global greenhouse effect caused by automobile exhaust gas, hybrid and electric vehicle products, new automobile companies have successively entered this market, it is nothing more than to produce environment-friendly vehicles with lower prices and higher quality. Hota industrial manufacturing is a professional manufacturer of transmission parts. In addition to providing technical services closer to customer needs, the Company enhances its competitiveness in the global energysaving vehicle market and contributes to the automotive industry and the green energy environment.

  • B. As the auto market growth rate of China, the world’s largest auto market, has declined, and the annual growth rate of the US auto market has also slowed down, the Company must pay close attention to changes in customers and the market. For the global auto parts, related industries intelligence, and domestic and foreign laws and regulations must be continuously collected to cope with future operational risks.

In the end, I would like to express my sincere gratitude to all shareholders for their long-term support and encouragement. Wish all shareholders healthy and everything as your heart wishes.

Chairman of the Board: President: Accounting Supervisor SHENG, KUO-JUNG CHEN, CHUN-CHIH CHEN, TAI-LIN

4

II. Company Profile

(I) Date of Establishment: January 16, 1973

(II) Company History

Year
1966
1973
1975
1977
1978
1979
1980
1981
1982
Items
 Ho-Hsing Industrial Co., Ltd., the predecessor of Hota Industrial Mfg. Co., Ltd., was
established at Zhengyi St., Taichung City for machining gears and shafts for various
machineries, motorcycles, and agricultural equipment.
 Made expansion with new plant and added equipment, with the floor area at 16,600 meters
square. “Hota Industrial Mfg. Co., Ltd.” Was established, with Mr. Tseng, Fu-Zhu as Chairman
and registered at a capital of NTD 2 million.
 Capital of the Company following Capital increase at NTD 13.15 million.
 New plants put into official production and operation.
 New office building completed construction and inaugurated.
 Capital of the Company following Capital increase became NTD 19.15 million.
 The Company was renamed as “Hota Industrial Development Co., Ltd.” and focused on the
development of plants and production of automotive parts.
 Changed production method into semi-planned production; Capital of the Company following
Capital increase became NTD 31 million
 Advocated the quality management movement and acquired certification as Class A factory
for Quality Management.
 Awarded the title of the first quality assurance demonstration plant of machinery in central
Taiwan by Council of Commodity Inspection under Ministry of Economic Affairs (MOEA).
 Involved in civilian production and supply policy under national defense and industry and
started production and manufacturing of military supplies.
 Awarded again the title of the quality assurance demonstration plant of machinery in central
Taiwan by the Bureau of Standards, Metrology & Inspection, MOEA.
 Initiated precision gear industry development following the national development and
machinery industry upgrade policywith precision gear grinder, spline grinder and other
precision machinery and equipment added.
 Capital of the Company following Capital increase at NTD 37.2 million.
 Awarded for the third time the title of the quality assurance demonstration plant of machinery
in central Taiwan by MOEA.
 Production of precision gears and shafts for use by machine tools, with gear precision reaching
JIS level 1 standards.

Year

  • Signed and entered into a technical cooperation with Nippon Gear Co., Ltd. in Japan.

  • Signed with Mechanical and Systems Research Laboratories under Industrial Technology Research Institute (ITRI) for technical cooperation in developing gear-pitched clutches.

  • Elected as Excellent Quality Plant by the Bureau of Standards, Metrology & Inspection, MOEA.

  • Bank of Communications and China Development and Trust Company made investments to participate in the Company’s operation.

1983  Capital of the Company following Capital increase at NTD 95 million.

5

  • Developed production and manufacturing of automotive gearbox in response to automobiles localization.

  • 1990  The Company changed its name to “Hota Industrial Mfg. Co., Ltd.”; Capital of the Company following Capital increase at NTD 165 million.

  • 1993  Planned new plant construction and started its execution in response to production needs and utilization of land assets.

  • 1994  Completion of new plants, introduced TPM activities, and promoted all-out total maintenance and 5S organization and reorganization managements.

  • Introduced ISO 9000 International Standard Quality system responding to the trend of world quality requirements; proactively conducting relevant operations and establishing systems all over under the consensus of quality maintenance.

  • 1995  Obtained ISO 9002 certification for quality assurance system accredited by MOEA and British Standard Institution (BSI) and became the first professional gear manufacturer in Taiwan with international quality recognition.

  • Granted by the Investment Commission of MoEA to become the first automotive and motorcycle gear manufacturer to set up plants in China.

  • 1996  Capital reduced by NTD 41.25 million.  Made a reinvestment to establish “Wuxi Hota Precision Gear Co., Ltd.” in China.

  • Made cash capital increase and post-registration for public offering, with capital of the Company following Capital increase at NTD 183.75 million.

  • 1997  Capital of the Company following Capital increase at NTD 263.75 million.

  • In response to production needs and the Company’s utilization of land assets; Planned new plant construction and implementation.

  • 1998  Obtained QS 9000 certification accredited by MOEA and BSI and became the first qualified professional gear manufacturer in Taiwan recognized by three leading auto makers in the US.

  • Capital of the Company following Capital increase is NTD 366.60 million.

  • 1999  Completion of plant 2, with major purchases of machines and equipment for mass production of automotive parts, enabling the gradual increase in revenue from sales of automotive parts.

  • Awarded by SYM Motors for Quality Assurance Vanguard.

  • 2000  Stock officially listed on Taiwan Stock Exchange (OTC).  Capital of the Company following Capital increase at NTD 46,5.179 million.

  • Established US subsidiary “Hotatech, Inc.”.

  • Passed Industrial Technology Development Program by MoEA.

  • 2001  Stocks of the Company transferred from Taipei Exchange to stock exchange market for exchange.

  • Capital of the Company following Capital increase at NTD 51,2.667 million.

  • 2002  Capital of the Company following Capital increase at NTD 538.3 million. 2003  Passed ISO14000 Environmental and Occupational Safety and Health Management system verification.

  • Passed ISO/TS 16949 quality management system verification.

  • Capital of the Company following Capital increase at NTD 58,3.375 million.

2004  Purchased adjacent lands for plant expansion to three plants.

6

  • Purchased Wanmei Plant on Renhua Rd.

  • Capital of the Company following Capital increase at NTD 632.812 million.

  • 2005  Established Hartech Machinery Co., Ltd. for producing and selling gear making machines, becoming the sole gear-shaving machine manufacturer in Taiwan.

  • Capital of the Company following Capital increase at NTD 860.076 million.

  • Set up the European business representative for developing the European market.

  • 2006  Planned office construction at CTSP and its execution in response to production needs. 2007  Established Hota Industrial Mfg. Co., Ltd. CTSP Branch.

  • Awarded GM 2006 Global Best Supplier by GM.

  • 2008  Established Heat Treatment Plant in response to customer needs and control of product quality.

  • 2009  Successfully developed first homemade gear hobbling machine in Taiwan.

  • Capital of the Company following Capital increase at NTD 1737.714 million.

  • 2010  Cooperated with notable Belgian transmission manufacturer to enter the Chinese automobile CVT (continuous variable speed) transmission market.

  • Capital of the Company following Capital increase at NTD 200,3.103 million.

  • 2011  Awarded EATON 2011 Asia Pacific Best Supplier. 2012  Awarded The 20th Taiwan High-quality Goods Award by MOEA.

  • Awarded again EATON 2012 Asia Pacific Bast Supplier.

  • 2013  Awarded by AGCO of Best Delivery.

  • Capital reduced by NTD 78.9 million.

  • Capital of the Company following Capital increase at NTD 2,322.403 million.

  • 2014  Planned construction of new plants in Dapumei Precision Machinery Park, Chiayi.

  • Capital of the Company following Capital increase at NTD 2,322.403 million.

  • 2015  Awarded “2015 Top 20 Innovative Enterprises in Taiwan” by Industrial Development Bureau, MoEA.

  • 2016  Established Hota Industrial Mfg. Co., Ltd. Chiayi Branch.

  • Capital of the Company following Capital increase at NTD 232,240.3million.

  • 2017  Awarded Sustainable Development Award in AGCO Chinese Suppliers Convention.

  • Capital of the Company following Capital increase at NTD 2,549.565 million.

  • 2019  Awarded National Industry Innovation Award by the MoEA.

  • 2020  Cancelled treasury shares at NTD 4.39 million.

  • Capital of the Company following Capital increase is NTD 2,795.175 million.

7

III. Corporate Governance Report

(I) Organization System

1. Organizational Structure

==> picture [521 x 400] intentionally omitted <==

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

Shareholders’
Meetings
Salary and Compensation Board of
Audit Committee
Committee Directors
Chairman
Vice Chairman
Audit Office
General
CEO President
Management
Vice President
Chiayi Plant CTSP Plant Dali Plant
S R Q In P M P P En Fi
ales &D rocurement achinery Plant Affairs Plant Affairs nance
Heat Treatment Plant Affairs Heat Treatment
uality Assurance ternational Materials roduction Management Production Management
vironmental Safety
roduction Management
----- End of picture text -----

8

2. Main Scope of Affairs for Each Department (Function)

Function Main Tasks and Responsibilities
Audit Office 1. Formulation and conduct of annual audit plans.
2. Communications and coordination on rectification suggestions with the department
under audit.
3. Tracking and secondary review of rectification suggestions.
4. Revision suggestions on various operationalprocedure of Internal Control.
Finance 1. Annual budget planning.
2. Preparation of financial reports of each period.
3. Drafting and execution of cost control plans.
4. Financial management and funds procurement.
5. Long/short term investment suggestions and assessment.
Operating &
Management
1. Planning and synergy management for various new businesses and projects of the
Company.
2. Formulation and promotion of business management objectives.
3. Planning and conduct of human resource planning and management and personnel
appraisal operations.
4. Planning and implementation of company education and training.
5. Corporate public relations image planning.
6. Company general affairs, misc. business matters, and receipt and delivery of
documents, files and official documents.
7. Administrative procurement, asset management, etc.
8. ERP information system management and information workstation hardware
maintenance.
9. Operation of joint supplier education and training and supplier interaction exchange
meeting.
Environmental
Safety
1. Access control and management of the Company.
2. Environmental (environmental protection) maintenance and planning and
ISO14001 implementation management.
3. CompanyWork safety planningand management of the Company.
Sales 1. Responsible for product sales and service.
2. Domestic and foreign market development and implementation of marketing plans.
3. Planning of marketing strategies for various markets.
4. Coordination and handlingof customer complaints.
R&D 1. Implementation of R&D plans, quotation and Appraisal of manufacturing
procedure and cost for new parts.
2. Implementation and tracking management of mass production transfer.
3. Drawing technology, equipment, information and drawing management.
4. Suggestion and implementation of the annual production technology improvement
plan.
5. Improvement of production technology and molds and fixtures.
6. New product quotation and Appraisal.
7. Assistance in contracting, price negotiation and technicalguidance.
International
Materials
Responsible for various international procurement matters.
Procurement 1. Negotiation on price of outsourcing for external procurement.
2. Development of new suppliers.
3. Procurement and management of raw materials.
4. Review and implementation of raw materialpurchase costs rationalization.
Plant Affairs 1. Annual production planning and implementation.
2. Procedure improvement and environmental maintenance.
Quality
Assurance
1. Responsible for product quality control.
2. ISO/TS16949 operation execution.
3. Handlingand countermeasures of customer complaints onqualityissues.
Production
Management
1. Drafting of production plan and outsourcing management.
2. Production control and material management.
3. Draftingof annualprocurement budget based onproductionplans.
Heat Treatment 1. Planning and execution of heat treatment engineering and production.
2. Design and improvement of heat treatment engineering.
Machinery 1. Design, development and sales of various gear machine tools.
2. Design and development of precision measuring instruments.
3. New niche product development and design.
4. Market research and surveyand Appraisal of new nicheproducts.

9

(II) Supervisory Information for Director, Supervisor, President, Vice President, Associate Manager, Departments and Branches

1. Director and Supervisor

(1)Director and Supervisor Information

As of April 8, 2021

Role
(Note1)
Nationality or
Country of
Incorporation
Name Gender Date
Elected/Assumed
Terms
Date First
Elected (Note
2)
Shares
When
Held
Elect
Current
of Share
Number
s Held
Current Number of Shares
Held by Spouse or Under-
age Children
Current Number of Shares
Held by Spouse or Under-
age Children
Share
Nam
s Held under
e of Other
Parties
Main Experience
(Education
Background)
(Note3)
Concurrent Roles
in the Company
and Other
Companies

Other Supervisor, Director or Supervisor having
a spousal relationship or 2ndDegree of Kinship

Other Supervisor, Director or Supervisor having
a spousal relationship or 2ndDegree of Kinship

Other Supervisor, Director or Supervisor having
a spousal relationship or 2ndDegree of Kinship

Remarks
(Note 4)
Shares Shareholding
Ratio

Shares
Shareholding
Ratio

Shares
Shareholding
Ratio

Shares
Shareholding
Ratio
Role Name Relationship
Chairman Taiwanese
(ROC)

Sheng, Kuo-Jung
Male 2020/6/10 3 1990/6/25 3,977,067 1.56 3,957,867 1.42 37,140 0.01 Honorary
Doctorate, IAU
INTERNATIONAL
AMERICAN
UNIVERSITY (US)
MBA, the
University of
Sydney
Honorary
Doctorate in
Management,
Chaoyang
University of
Technology
Chairman, Hota
Industrial Mfg.
Co., Ltd.
Chairman, Kao
Fong Machinery
Co., Ltd.
Chairman, Hwa
Fong Rubber Ind.
Co., Ltd.
Chairman,
Inalways
Corporation
Chairman, Kao
Fong Machinery
Co., Ltd.
Chairman, Hwa
Fong Rubber Ind.
Co., Ltd.
Chairman,
Inalways
Corporation
Managing
Director,
Taichung
International
Entertainment
Corporation
Executive V.P.,
Taiwan Science
Park Association
of Science and
Industry
Senior Advisor to
the President,
Presidential
Office

Legal
Representative
of Kao Fong
Machinery

Sheng,
Chien-
Chih
Daughter
Director Taiwanese
(ROC)

Lin, Yen-Huey
Male 2020/6/10 3 1990/6/25 3,541,292 1.39 3,802,174 1.36 Pacific Western
University
Vice Chairman,
Hota Industrial
Mfg. Co., Ltd.
Director, World
Known MFG
(Cayman) Ltd.
Director Lin, Mei-
Yu
Brother
Director Taiwanese
(ROC)

Lin, Mei-Yu
Female
2020/6/10
3 1990/6/25 3,192,000 1.25 3,300,000 1.18 Junior High
School
Director, Hota
Industrial Mfg.
Co., Ltd.
Director Lin, Yen-
Huey
Brother
Director Taiwanese
(ROC)

Tsai, Yu-Kung
Male 2020/6/10 3 2009/06/16 933,364 0.37 930,000 0.33 Department of
Machinery,
Minghsin Junior
Colleges of
Technology
Director, Hota
Industrial Mfg.
Co., Ltd.
Responsible
Person, Russ
Tiger Enterprise
Co., Ltd.
Director Taiwanese
(ROC)

Huang, Feng-
Yih
Male 2020/6/10 3 2005/06/27 1,819,000 0.71 1,968,000 0.70 Tainan Vocational
High School
Director, Hota
Industrial Mfg.
Co., Ltd.
Supervisor, Kao
Fong Machinery
Co., Ltd.
Director, Ying-
Hui Machine Co.,
Ltd.

Director, Ying-
Hui Machine Co.,
Ltd.
Director, Kao
Fong Machinery
Co., Ltd.

10

Role
(Note1)
Nationality or
Country of
Incorporation

Name
Gender Date
Elected/Assumed
Terms
Date First
Elected (Note
2)
Shares Held
When Elect
Shares Held
When Elect
Current Number
of Shares Held
Current Number
of Shares Held
Current Number of Shares
Held by Spouse or Under-
age Children
Current Number of Shares
Held by Spouse or Under-
age Children
Share
Nam
s Held under
e of Other
Parties
Main Experience
(Education
Background)
(Note3)
Concurrent Roles
in the Company
and Other
Companies

Other Supervisor, Director or Supervisor having
a spousal relationship or 2ndDegree of Kinship

Other Supervisor, Director or Supervisor having
a spousal relationship or 2ndDegree of Kinship

Other Supervisor, Director or Supervisor having
a spousal relationship or 2ndDegree of Kinship
Remarks
(Note 4)
Shares Shareholding
Ratio

Shares
Shareholding
Ratio

Shares
Shareholding
Ratio

Shares
Shareholding
Ratio
Role Name Relationship
Director Taiwanese
(ROC)

Wang, Hui-O
Female
2020/6/10
3 2017/6/14 800,000 0.31 791,272 0.28 31,230 0.01 Junior High
School
Responsible
Person, Ho-Hsin
Industrial
Corporation
Director, Hota
Industrial Mfg.
Co., Ltd.
Director Taiwanese
(ROC)
Central
Investment
2020/6/10 3 2011/5/30 10,625,475
4.17
11,985,241
4.29

Representative:
Chang, Yu-
Jeng

Male
2020/6/10 20110/5/30
69,152
0.03 74,246 0.03 Ph.D. Physics,
University of
Texas at Austin
(US)
Director, Hota
Industrial Mfg.
Co., Ltd.
Chairman, Central
Motor Co., Ltd.
Chairman, Chin
Fong Machine
Industrial Co.,
Ltd.
Director, Calin
Technology

Chairman, Chin
Fong Machine
Industrial Co.,
Ltd.
Chairman, Central
Motor Co., Ltd.
Director, Kao
Fong Machinery
Co., Ltd.
Director, Calin
Technology
Supervisor,
Hanlin Brothers
Investment Co.,
Ltd.

Director Taiwanese
(ROC)
Central
Investment
2020/6/10 3 2011/5/30 10,625,475
4.17
11,985,241
4.29

Representative:
Lin, Yue-Hong
(Note5)


Male
2020/6/17 2020/6/17 302,000 0.12 324,247 0.12 Soochow
University
Vice Chairman,
Central Motor
Co., Ltd.
Director, Chin
Fong Machine
Industrial Co.,
Ltd.
Vice Chairman,
Central Motor
Co., Ltd.
Director, Chin
Fong Machine
Industrial Co.,
Ltd.
Director Taiwanese
(ROC)
Kao Fong
Machinery
2020/6/10 3 2010/6/29 6,581,396 2.59 7,066,239 2.53

Representative:
Sheng, Chien-
Chih

Female

2020/6/10
2010/6/29 100,077 0.04 176,649 0.06 63 Master, Drucker
Academy (US)
Manager, Dong An
Investment Co.,
Ltd.
CEO, Hota
Industrial Mfg.
Co., Ltd.
Director, Kao
Fong Machinery
Co., Ltd.
Director, World
Known MFG
(Cayman) Ltd.
Independent
Director, Orange
Electronic Co.,
Ltd.
Director, Kao
Fong Machinery
Co., Ltd.
Independent
Director, Orange
Electronic Co.,
Ltd.
Director, World
Known MFG
(Cayman) Ltd.
Chairman Sheng,
Kuo-Jung

Father
Director Taiwanese
(ROC)

Hao-Qing
Investment
2020/6/10 3 20176/14 80,423 0.03 86,347 0.03

11

Role
(Note1)
Nationality or
Country of
Incorporation

Name
Gender Date
Elected/Assumed
Terms
Date First
Elected (Note
2)
Shares
When
Held
Elect
Current
of Share
Number
s Held
Current Number of Shares
Held by Spouse or Under-
age Children
Current Number of Shares
Held by Spouse or Under-
age Children
Share
Nam
s Held under
e of Other
Parties
Main Experience
(Education
Background)
(Note3)
Concurrent Roles
in the Company
and Other
Companies

Other Supervisor, Director or Supervisor having
a spousal relationship or 2ndDegree of Kinship

Other Supervisor, Director or Supervisor having
a spousal relationship or 2ndDegree of Kinship

Other Supervisor, Director or Supervisor having
a spousal relationship or 2ndDegree of Kinship

Remarks
(Note 4)
Shares Shareholding
Ratio

Shares
Shareholding
Ratio

Shares
Shareholding
Ratio

Shares
Shareholding
Ratio
Role Name Relationship
Representative:
Sun, Yong-Lu

Male
2020/6/10 2018/6/13 227,935 0.09 321,726
0.12
Master of
Management and
Development, Feng
Chia University
Manager of
Constructions,
Panda
Construction Co.,
Ltd.
Manager of
Corporate
Management, Da-
Tun Cable
Television Co.,
Ltd.
Supervisor, Dali
Farmers’
Association,
Taichung City


Supervisor, Dali
Farmers’
Association,
Taichung City
Independent
Director

Taiwanese
(ROC)

Chueh, Ming-
Fu
Male 2020/6/10 3 2017/6/14 Doctor of Laws,
National Chengchi
University
Judge, Taiwan
High Court of
Justice
Judge, Taipei
High Court of
Justice
Presiding Judge,
Taipei High
Administrative
Court
Vice Chief,
Discipline,
Executive Yuan
Judge, Supreme
Administrative
Court

Attorney at Law
Independent
Director

Taiwanese
(ROC)

Cheng, Wen-
Zheng
Male 2020/6/10 3 2020/6/10
Master of
Management and
Development, Feng
Chia University
Vice President,
E-Sun Bank

12

Role
(Note1)
Nationality or
Country of
Incorporation
Name Gender Date
Elected/Assumed
Terms
Date First
Elected (Note
2)
Shares
When
Held
Elect
Current
of Share
Number
s Held
Current Number of Shares
Held by Spouse or Under-
age Children
Current Number of Shares
Held by Spouse or Under-
age Children
Share
Nam
s Held under
e of Other
Parties
Main Experience
(Education
Background)
(Note3)
Concurrent Roles
in the Company
and Other
Companies

Other Supervisor, Director or Supervisor having
a spousal relationship or 2ndDegree of Kinship

Other Supervisor, Director or Supervisor having
a spousal relationship or 2ndDegree of Kinship

Other Supervisor, Director or Supervisor having
a spousal relationship or 2ndDegree of Kinship

Remarks
(Note 4)
Shares Shareholding
Ratio

Shares
Shareholding
Ratio

Shares
Shareholding
Ratio

Shares
Shareholding
Ratio
Role Name Relationship
Independent
Director

Taiwanese
(ROC)

Liu, Zheng-
Huai
Male 2020/6/10 3 2020/6/10
Doctor of
Business
Administration,
National Taipei
University
Project
Professor,
National Taichung
University of
Science and
Technology
Independent
Director, Lotus
Pharmaceutical.
Co.
Optical Co., Inc.
Arbitrator,
Chinese
Arbitration
Association,
Taipei
Adjunct
Professor,
Department of
Industrial
Engineering and
Engineering
Management,
National Tsinghua
University
Drafter and
Grader, Ministry
of Examination
Independent
Director, Engley
Holding (Samoa)
Ltd.



Adjunct
Professor,
Department of
Accounting
Information,
National Taichung
University of
Science and
Technology
Director, Taipei
Jingwen High
School
Independent
Director, Engley
Holding (Samoa)
Ltd.
Supervisor,
Academy of Taiwan
Information
Systems Research
(ATISR)
CPA, Hui-Jia CPA
Fir,


Independent
Director

Taiwanese
(ROC)

Liao, Shu-
Zhong (Note 6)
Male 2019/06/12 3 2019/6/12 Master, Graduate
School of
Accounting,
National Chengchi
University
Lecturer of
Department of
Accounting,
Donghai
University

Independent
Director,
WiseChip
Semiconductor
Inc.
Independent
Director, H.P.B.
Optoelectronics
Independent
Director, Kao
Fong Machinery
Co., Ltd.
CPA of Chien-Chi
CPA and
Associates
Independent
Director
Independent
Director

Taiwanese
(ROC)

Huang, Hsien-
Chou
(Note 6)
Male 2017/06/14 3 2017/6/14 100,277 0.04 100,277 0.04 Master of
Engineering
Management,
University of
Illinois (US)
2nd National
Assembly
Representatives
4th Legislators
of ROC
Lecturer of
Department of
Civil
Engineering, Feng
Chia University
Lecturer of
Department of
Business
Administration,
Donghai
University

Chairman, Xue-Shi
Development Co.,
Ltd.

Independent
Director

13

Note 1: Corporate Shareholder Name and representative(s) shall be respectively listed in the Corporate Shareholder column (Corporate Shareholder representative shall contain Corporate Shareholder Name) and shall be listed in the table 1 below.

Note 2: In case there are discontinuation in the periods of first assumption as director or supervisor of the Company, such discontinuation shall be described through notes. Note 3: In case the individual has taken roles in the CPA firm or related businesses which are related to experiences with the current roles in the above-disclosed period, the role and duties of such office shall be described. Note 4: In case the Chairman and President or equivalent role (supreme manager) of the Company are taken by the same person or of spousal relationship to each other or of 1[st] degree of kinship, information for reasons, necessity, and countermeasures (e.g., addition in number of independent directors, and a majority of directors shall not hold concurrent roles as an employee or manager, etc.) shall be specified.

Note 5: Central Investment Co., Ltd. has reassigned a new representative Mr. Lin, Yue-Hong on June 17, 2020. Note 6: Independent Director: Mr. Huang, Hsien-Chou and Mr. Liao, Shu-Zhong left office on June 10, 2020.

14

(2)Table 1: Main Shareholders of Corporate Shareholder

As of April 8, 2021

Table 1: Main Shareholders of Corporate Shareholder As of April 8,2021
Corporate Shareholder Name
(Note 1)
Main Shareholders of
Corporate Shareholder (Note
Shareholding Ratio(%)
Central Investment Co., Ltd. Chang, Gui-Fen 30.77%
Chang, Yu-Jeng 20.92%
Lin, Yue-Hong 16.23%
Lin, Yue-Zheng 13.38%
Hanlin Brothers Investment Co., Ltd. 9.85%
Chang, Yue-Yun 3.46%
Chang, Hui-Lien 2.81%
Lian, Bao-Hua 1.73%
Chiang, Shan 0.46%
Lin, Shi-Hsiang 0.26%
Kao Fong Machinery Co., Ltd. He-Zuan Investment Co.,Ltd. 15.28%
Chien-Zhan Co., Ltd. 9.69%
Manford MachineryCo., Ltd. 2.31%
Chuan-ZhengCo., Ltd. 1.95%
Chuan, Yu-Long 1.72%
Huang, Feng-Yih 1.49%
Hao-QingInvestment Ltd. 1.41%
Sun, Yong-Lu 1.40%
Chuan, Fu-Mei 1.39%
Lin, Chun-Hong 1.32%
Hao-Qing Investment Ltd. Sun, Yung-Cang 43.00%
Sun, Yong-Lu 43.00%
Sun, Qing-Shou 14.00%

Note1: Where the Director or Supervisor is of Corporate Shareholder representative shall be appended with Corporate Shareholder Name.

Note2: Please enter the name of the Main Shareholders of Corporate Shareholder (whore shareholding ratio is top 10 of all shareholders) and his/her shareholding ratio. Table 2 shall be entered in additionally in case its shareholder is a juristic person. Note3: Where the Corporate Shareholder is not a corporate organization, the shareholder’s name and his/her shareholding ratio as required to be disclosed above refers to contributor or donor name and his/her contribution or donation ratio.

(3)Table 2: List of Juristic Persons as Main Shareholders

As of April 8,2021 As of April 8,2021
Corporate Shareholder Name
(Note1)
Main Shareholders of
Corporate Shareholder (Note2)

Shareholding Ratio(%)
Hanlin Brothers Investment
Co., Ltd.

Chiang,Shan

46.26%
Chang,Yu-Jeng 53.74%
He-Zuan Investment Co.,Ltd. Hota Industrial Mfg. Co.,Ltd. 100.00%
Chien-Zhan Co., Ltd. Wang,Li-Li 72.44%
Shen,Chien-Yu 17.43%
Sheng,Chien-Chih 10.13%
Manford Machinery Co., Ltd. Avemax MachineryCo.,Ltd. 16.29%
Hsieh,Shu-Yen 10.13%
Hsieh,Xin-Hua 8.54%

Chang,Su-Zheng
7.98%
Hsu,Zong-Sheng 5.21%
Chen,Bi-Yue 4.81%
Kaotai MachineryCo.,Ltd. 4.81%

15

Zhan-Hsin Investment Co., 4.15%
Hsieh,Zhu-Sheng 3.67%
TBB Venture Capital Co.,Ltd.
2.99%
Chuan-Zheng Co., Ltd. Wang,Li-Li 98.05%
Shen,Chien-Yu 1.01%
Sheng,Chien-Chih 0.94%
Hao-Qing Investment Ltd. Sun,Yung-Cang 43.00%
Sun,Yong-Lu 43.00%
Sun, Qing-Shou 14.00%

Note1: Where a main shareholder as entered in Table 1 is a juristic person, the name of such juristic person shall be entered in. Note2: Main shareholder’s name (whose shareholding ratio is top 10 of all shareholders of the Company), and its shareholding ratio shall be entered.

Note3: Where the Corporate Shareholder is not a corporate organization, the shareholder’s name and his/her shareholding ratio as required to be disclosed above refers to contributor or donor name and his/her contribution or donation ratio.

(4)Status of Professional Knowledge Equipped and Independence of Directors or Supervisors:

Condition
Name
(Note1)
More than five years of working experience
and following professional qualifications
More than five years of working experience
and following professional qualifications
More than five years of working experience
and following professional qualifications
Status of Conformity to Independence (Note2) Status of Conformity to Independence (Note2) Status of Conformity to Independence (Note2) Status of Conformity to Independence (Note2) Status of Conformity to Independence (Note2) Status of Conformity to Independence (Note2) Status of Conformity to Independence (Note2) Status of Conformity to Independence (Note2) Status of Conformity to Independence (Note2) Status of Conformity to Independence (Note2) Status of Conformity to Independence (Note2) Status of Conformity to Independence (Note2) Number of Public
Companies the
Director/Supervisor
Serves as
Independent
Director
Serving as a
lecturer or higher
hierarchy roles in
departments
business, legal,
accounting or
company affairs as
required in the
public or private
university or
college
Judge, prosecutor,
attorney at law,
accountant or other
specialized
professionals and
technician required
in Company
business with
accreditation
conferred after
passing national
examinations


Working
Experience
Required for
business, legal,
financial,
accounting or
company affairs
1 2 3 4 5 6 7 8 9 10 11 12
Chairman: Sheng, Kuo-Jung
Director: Lin, Yen-Huey
Director: Lin, Mei-Yu
Director: Huang, Feng-Yih
Director: Wang, Hui-O
Director: Tsai, Yu-Kung
Director: Central Investment Co., Ltd.
Representative: Chang,Yu-Jeng
Director: Central Investment Co., Ltd.
Representative: Chang,Tian-Han(Note3)
Director: Central Investment Co., Ltd.
Representative: Lin,Yue-Hong (Note3)
Director: Hao-Qing Investment Ltd.
Representative: Sun,Yong-Lu
Director: Kao Fong Machinery Co., Ltd.
Representative: Sheng,Chien-Chih
1
Independent Director: Chueh, Ming-Fu
Independent Director: Cheng, Wen-Zheng
Independent Director: Liu, Zheng-Huai 1
Independent Director: Liao, Shu-Zhong
(Note 4)
3
Independent Director: Huang, Hsien-Chou
(Note4)

Note 1: Number of columns may be adjusted based on actual figures.

Note 2: In case a director or Supervisor meets any of the conditions below within two years prior to election or during the term, please enter “  ” in the blank(s) under each condition code.

(1) The member is not an employee of the Company or its related enterprise(s).

(2) The member is not a director or supervisor to the Company or its related enterprises (however, this does not apply to concurrent roles as independent director taken in the Company and its parent company, subsidiary or subsidiary under the same parent company as furnished in accordance with this Act or local laws and regulations).

(3) Natural person shareholder as a shareholder holding more than 1% of the Company’s outstanding shares or top 10 shareholders of the Company who is not the member him/herself or his/her spouse, underage children or holding under the name of others.

(4) The member is not a manager as stated in (1), or spouse, relatives under 2nd degree of kinship or direct blood relatives under 3rd degree of kinship.

(5) A director, supervisor or employee as a Corporate Shareholder who does not directly hold more than 5% of the Company’s outstanding shares, in top 5 shareholding among all shareholders, or is not designated as a representative to the director or supervisor following paragraph 1 or 2, Article 27 of the Company Act (however, this does not apply to concurrent roles as independent director taken in the Company and its parent company, subsidiary or subsidiary under the same parent company as furnished in accordance with this Act or local laws and regulations).

(6) A director, supervisor or employee of other companies which does not hold a position as the Company’s director or whose majority of shares of voting rights is held by the same person (however, this does not apply to concurrent roles as independent director taken in the Company and its parent company, subsidiary or subsidiary under the same parent company as furnished in accordance with this Act or local laws and regulations).

(7) Those who are not the Chairman, President or equivalent roles of the company who are the same person or spouse as the Director, Supervisor or employee of another company or institution (however, this does not apply to concurrent roles as independent director taken in the Company and its parent company, subsidiary or subsidiary under the same parent company as furnished in accordance with this Act or local laws and regulations).

(8) Director, supervisor, manager of shareholders holding more than 5% of the outstanding share of the Company without financial or business dealing with the Company (however, this does not apply to specific companies or institutions who holds more than 20% but less than 50% of the Company’s outstanding shares, and to concurrent roles as independent director taken in the Company and its parent company, subsidiary or subsidiary under the same parent company as furnished in accordance with this Act or local laws and regulations).

16

  • (9) Professionals of business, legal, accounting and relevant services, sole proprietorships, partnerships, or business owners, partners, directors, supervisors, managers and their spouses of other companies or institutions who are not professionals who does not conduct audits for the Company or its related companies or whose cumulative amount of remuneration in the most recent two years does not exceed NTD 500,000. However, Salary and Compensation Committee, Public Acquisition Review Committee, or M&A Special Committee that perform their duties in accordance with the Securities and Exchange Act or the relevant laws and regulations of the Mergers and Acquisitions Act Members shall not apply.

  • (10) Does not have spousal relationship or 2[nd] degree of kinship with other directors.

  • (11) No occurrence of events as provided in subparagraphs of Article 30 of the Company Act.

  • (12) No occurrence of events which the government, juristic person or its representative(s) is elected, as provided in Article 27 of the Company Act.

  • Note 3: Central Investment Co., Ltd. has reassigned a new representative Mr. Lin, Yue-Hong on June 17, 2020 Note 4: Independent Director: Mr. Liao, Shu-Zhong and Mr. Huang, Hsien-Chou left office on June 10, 2020.

    • (5)The Company’s Individual Director on Fulfilling Board of Directors Member Diversification Policy:

      • To strengthen the Corporate Governance and promote the sound development of the composition and structure of the Board of Directors, the "Corporate Governance Code of Practice" formulated by the Company contains a diversification policy of the Board of Directors members. As per policy: the composition of the Board of Directors shall take into consideration the company operation structure, business development orientation, future development trend and other needs, and shall evaluate various diversified aspects e.g. basic conditions and values (such as gender, age, nationality and culture, etc.), professional background (such as law, accounting, industry, finance, marketing or technology, etc.), professional skills and industry experience, etc., who are generally prepared with the knowledge, skills and accomplishments necessary to perform the duties to achieve the ideal goal of Corporate Governance.

The 11[th] Board of Directors of the Company (re-elected in June 2020) consists of 13 directors, including 10 directors and 3 independent directors. Director members with the role as an employee account for 23% of all director members and 23% of all directors. In addition, most director members have rich experience and expertise in finance, business and management, and can fully assist the company in formulating major policy orientations and responding to market crises. The relevant implementation conditions are as follows:

Diversity Items
Director Name
Nationality Gender Operation
Judgment
Accounting
& Finance
Operation
Management
Industry
Knowledge
Leadership
Policy
Crisis
Handling
Sheng, Kuo-Jung Taiwanese
(ROC)
Male
Lin, Yen-Huey Taiwanese
(ROC)
Male
Huang, Feng-Yih Taiwanese
(ROC)
Male
Central Investment Co., Ltd.
Representative: Chang, Yu-
Jeng
Taiwanese
(ROC)
Male
Central Investment Co., Ltd.
Representative: Lin, Yue-
Hong
Taiwanese
(ROC)
Male
Kao Fong Machinery Co.,
Ltd.
Representative: Sheng,
Chien-Chih
Taiwanese
(ROC)
Female
Hao-Qing Investment Ltd.
Representative: Sun, Yong-
Lu
Taiwanese
(ROC)
Male
Tsai, Yu-Kung Taiwanese
(ROC)
Male
Wang, Hui-O Taiwanese
(ROC)
Female
Lin, Mei-Yu Taiwanese
(ROC)
Female
Chueh, Ming-Fu Taiwanese
(ROC)
Male
Cheng, Wen-Zheng Taiwanese
(ROC)
Male
Liu, Zheng-Huai Taiwanese
(ROC)
Male

17

2. Supervisor Information Incl. President, Vice President, Director, Each Department (Function) and Branches

As of April 8, 2021

As of April As of April As of April 8,2021
Role
(Note1)

Name
Gender Date
Elected
Shares Held Shares Held by
Spouse or Underage
Children

Shares Held under
Name of Other
Parties
Main Experience
(Education Background)
(Note 2)
Concurrent Roles in Other
Companies
Manager with
Spousal Relationship
or 2ndDegree of
Kinship

Remarks
(Note3)
Shares Shareholding
Ratio

Shares
Shareholding
Ratio

Shares
Shareholding
Ratio
Role Name Relationship
President Chen, Chun-Chih Male 1998/9/1 248,165 0.09 Vice President, CENDAI
INDUSTRIAL CO., LTD.
Department of Industrial Engineering,
Feng Chia University
Director, Ho-Zhan Investment Co., Ltd.
Director, HOWON POWERTRAIN CO.,
LTD.
Director, Ling-Wei Co., Ltd.
Director, Ju-Da Smart Technology Co.,
Ltd.
CEO
(Note 4)
Sheng, Chien-
Chih
Female 2014/3/1 176,649 0.06 63 Master, Drucker Academy (US)
Manager, Dong An Investment Co.,
Ltd.
CEO, Hota Industrial Mfg. Co., Ltd.
Director, Kao Fong Machinery Co.,
Ltd.
Director, World Known MFG
(Cayman) Ltd.
Independent Director of Orange
Electronic Co.,Ltd.
Director, Kao Fong Machinery Co., Ltd.
Independent Director of Orange Electronic
Co., Ltd.
Director, World Known MFG (Cayman)
Ltd.
Vice
President
Sun, Cheng-Zhi Male 2017/6/1 11,782 President, HOWIN PRECISION CO.,
LTD.
College Student Class, ROC Military
Academy
Director, Ju-Da Smart Technology Co.,
Ltd.
Vice
President
Concurrently
Serving as
Financial
Supervisor

Shen, Shui-Hsiang

Male
1997/1/1 981,277 0.35 1,073 Planning Section Chief, Wei-Li
Textile Co., Ltd.
Department of Cooperative Business,
Wu-Feng Junior College of Business
Director, Wuxi Hota Precision Gear Co.,
Ltd.
Director, HOWIN PRECISION CO., LTD.
Supervisor, Ho-Zuan Investment Co., Ltd.
Senior
Manager
Chen, Tang-Ping Male 2012/5/14 909 Department of Machinery, Yunlin
Industrial College
Director, Ju-Da Smart Technology Co.,
Ltd.
Senior
Manager r
Chang, Ren-You Male 2016/1/1 Department of Mechanical
Engineering, Nankai Junior Colleges
of Technology
Senior
Manager
Liu, Jian-Yi Male 2017/6/1 Junior Colleges of Technology
Automation Designer, Tatung
Company
Department of Machinery,Lunghwa
Senior
Manager
Wu, Zhao-He Male 2017/6/1 350 Department of Economics, Tamkang
University
Section Chief, JOHN-VALVE MFG.
FACTORY CO., LTD
Sales Engineer, SYRIS Technology
Corp
Accounting
Manager
Chen, Tai-Lin Male 2017/11/10
Master of Accounting, Providence
University
Manager of Audit,
PricewaterhouseCoopers Taiwan

Note1: Supervisor data of the Presi den t , Vi ce Pr esi den t , Di rec to r , and e ac h de par t men t (f unc ti on) a nd b ra nch , a nd r ole s eq ui vale nt t o President, Vice President or Director shall be i ncl ud ed , an d , with out re gar ds to the r ol es, be dis clo se d.

Note2: In case the individual has taken roles in the CPA firm or related businesses which are related to experiences with the current roles in the above-disclosed period, the role and duties of such office shall be described.

Note3: In case the President or equivalent role (supreme manager) and the Chairman of the Company are taken by the same person or of spousal relationship to each other or of 1st degree of kinship, information for reasons, necessity, and countermeasures (e.g., addition in number of independent directors, and a majority of directors shall not hold concurrent roles as an employee or manager, etc.) shall be specified.

Note4: The Company has adopted through resolution by the Board of Directors on September 10, 2020, on the addition of the CEO role, which is served by Vice President Sheng, Chien-Chih, effected on September 17, 2020.

18

(III)Remuneration Paid to Directors, Supervisors, Presidents and Vice Presidents in the Most Recent Year

1. General Remuneration for Directors and Independent Directors (Name and remuneration method disclosed respectively)

Unit: NTD Thousand

Role Name Directors’ Remuneration Directors’ Remuneration Directors’ Remuneration Directors’ Remuneration Directors’ Remuneration Directors’ Remuneration Directors’ Remuneration Directors’ Remuneration Proportion of
Total of A, B, C
and D to Net
Profit after Tax
()(Note10)
Proportion of
Total of A, B, C
and D to Net
Profit after Tax
()(Note10)
Relevant Remuneration Claimed Relevant Remuneration Claimed Relevant Remuneration Claimed Relevant Remuneration Claimed by Concurrent Employees by Concurrent Employees by Concurrent Employees by Concurrent Employees Proportion of Total
of A, B, C, D, E, F
and G to Net Profit
After Tax ()
(Note10)
Proportion of Total
of A, B, C, D, E, F
and G to Net Profit
After Tax ()
(Note10)
Remuneratio
n Claimed
from Re-
Invested
Business of
Subsidiary
or Parent
Company
(Note 11)
Compensation
(A)
(Note 2)
Pension (B) Directors’
Compensation
(C) (Note 3)
Fees for
Professional
Practice (D) (Note
4)
Salary, Bonus and
Special Allowance,
etc.(E) (Note5)
Pension(F) Employees’ Compensation(G)
(Note6)
The
Comp
any
All
Comp
anies
includ
ed in
Finan
cial
Repor
t
(Note
7)
The
Comp
any
All
Comp
anies
inclu
ded in
Finan
cial
Repor
t
(Note
7)
The
Comp
any
All
Comp
anies
includ
ed in
Finan
cial
Repor
t
(Note
7)
The
Comp
any
All
Compan
ies
included
in
Financia
l Report
(Note7)
The
Comp
any
All
Compan
ies
included
in
Financia
l Report
(Note7)
The
Compan
y
All
Compan
ies
included
in
Financia
l Report
(Note7)
The
Compan
y
All
Comp
anies
includ
ed in
Finan
cial
Repor
t
(Note
7)
The Company All Companies
included in
Financial
Report
(Note7)
The
Compan
y
All
Compan
ies
included
in
Financia
l Report
(Note7)
Cash
Amou
nt
Stock
Amo
unt
Cash
Amou
nt
Stock
Amou
nt
Director Sheng,Kuo-Jung 685 587 587 120 126 707 1,398 10,289 11,653 342 342 625 625 11,963 14,018 None
Director Lin,Yen-Huey 545 587 587 120 126 707 1,258 8,710 9,454 288 288 500 500 10,205 11,500 None
Director Lin,Mei-Yu 293 293 120 120 413 413 413 413 None
Director Huang,Feng-Yih 293 293 120 120 413 413 413 413 None
Director Wang,Hui-O 293 293 120 120 413 413 413 413 None
Director Tsai,Yu-Kung 293 293 120 120 413 413 413 413 None
Director Hao-Qing
Investment
293 293 293 293 293 293 None
Representative:
Sun,Yong-Lu
120 120 120 120 120 120 None
Director Central Investment 587 587 587 587 587 587 None
Representative:
Chang,Yu-Jeng
120 120 120 120 120 120 None
Director
(Note12)
Central Investment 587 587 587 587 587 587 None
Representative:
Lin,Yue-Hong
60 60 60 60 60 60 None
Director
(Note12)
Central Investment 587 587 587 587 587 587 None
Representative:
Chang,Tian-Han
60 60 60 60 60 60 None
Director Kao FongMachinery 293 293 293 293 293 293 None
Representative:
Sheng,Chien-Chih
120 120 120 120 2,210 2,210 111 111 200 200 2,641 2,641 None
Independent
Director
Chueh, Ming-Fu 420 420 70 70 490 490 490 490 None
Independent
Director
Cheng, Wen-Zheng
(Note13)
200 200 40 40 240 240 240 240 None
Independent
Director
Liu, Zheng-Huai
(Note13)
200 200 40 40 240 240 240 240 None
Independent
Director
Huang, Hsien-Chou
(Note14)
221 221 30 30 251 251 251 251 None
Independent
Director
Liao, Shu-Zhong
(Note14)
221 221 30 30 251 251 251 251 None
1. Please elaborate Independent Director remuneration payment policy, system, standard and structure, with relevance of factors concerning duties, risks, time contribution with amount of remuneration paid:
The Company’s Independent Director remuneration is payable monthly in accordance with “Regulations Governing Management of Directors’ Compensation and Remuneration”.
2. Other than the remuneration disclosed in said table, the remuneration received by any of the Company's directors for providing services to any companies included in the financial statement, e.g., as an advisor
other than employee in the most recent year: No such occurrence in the Company.

19

Table of Remuneration Tiers

Director Name

Table of Remuneration Tiers
Director Name
Tiers for Payments of Remuneration to Each
Director of the Company
Total Amount of Remuneration For the First Four Items
(A+B+C+D)
Total of Remuneration for the First
(A+B+C+D+E+F+G)
SevenItems
The Company (Note 8) All Companies included in
Financial Report(Note9)H
The Company (Note 8) All Companies included in
Financial Report(Note9)I
Under NTD 1,000,000 Sheng, Kuo-Jung, Lin, Yen-Huey, Lin, Mei-Yu
Wang, Hui-O, Huang, Feng-Yih, Tsai, Yu-Kung
Central Investment Co., Ltd.
(Representative: Chang, Yu-Jeng, Lin, Yue-
Hong, Chang, Tian-Han)
Kao Fong Machinery Co., Ltd.
(Representative: Sheng, Chien-Chih)
Hao-Qing Investment Ltd.
(Representative: Sun, Yong-Lu)
Independent Director-Chueh, Ming-Fu, Cheng,
Wen-Zheng, Liu, Zheng-Huai, Huang, Hsien-
Chou,Liao,Shu-Zhong
Lin, Mei-Yu, Wang, Hui-O
Huang, Feng-Yih, Tsai, Yu-Kung
Central Investment Co., Ltd.
(Representative: Chang, Yu-Jeng, Lin, Yue-Hong,
Chang, Tian-Han)
Kao Fong Machinery Co., Ltd.
(Representative: Sheng, Chien-Chih)
Hao-Qing Investment Ltd.
(Representative: Sun, Yong-Lu)
Independent Director-Chueh, Ming-Fu, Cheng, Wen-
Zheng, Liu, Zheng-Huai, Huang, Hsien-Chou, Liao,
Shu-Zhong
Lin, Mei-Yu, Wang, Hui-O
Huang, Feng-Yih, Tsai, Yu-Kung
Central Investment Co., Ltd.
(Representative: Chang, Yu-Jeng, Lin, Yue-Hong,
Chang, Tian-Han)
Hao-Qing Investment Ltd.
(Representative: Sun, Yong-Lu)
Independent Director-Chueh, Ming-Fu, Cheng, Wen-
Zheng, Liu, Zheng-Huai, Huang, Hsien-Chou, Liao,
Shu-Zhong
Lin, Mei-Yu, Wang, Hui-O
Huang, Feng-Yih, Tsai, Yu-Kung
Central Investment Co., Ltd.
(Representative: Chang, Yu-Jeng, Lin, Yue-Hong,
Chang, Tian-Han)
Hao-Qing Investment Ltd.
(Representative: Sun, Yong-Lu)
Independent Director-Chueh, Ming-Fu, Cheng,
Wen-Zheng, Liu, Zheng-Huai, Huang, Hsien-Chou,
Liao, Shu-Zhong
NTD 1,000,000(incl.)~ NTD 2,000,000(under) Sheng, Kuo-Jung, Lin, Yen-Huey
NTD 2,000,000(incl.)~ NTD 3,500,000(under) Kao Fong Machinery Co., Ltd.
(Representative: Sheng,Chien-Chih)
Kao Fong Machinery Co., Ltd.
(Representative: Sheng,Chien-Chih)
NTD 3,500,000(incl.)~ NTD 5,000,000(under)
NTD 5,000,000(incl.)
~ NTD 10,000,000(under)
NTD 10,000,000(incl.)~ NTD 15,000,000(under) Sheng, Kuo-Jung, Lin, Yen-Huey Sheng, Kuo-Jung, Lin, Yen-Huey
NTD 15,000,000(incl.)~ NTD 30,000,000(under)
NTD 30,000,000(incl.)~ NTD 50,000,000(under)
NTD 50,000,000 (incl.) ~NTD
100,000,000
(under)

Over NTD 100,000,000
Total
  • Note 1: Directors’ name shall be entered in separately (Corporate Shareholder Name and representative(s) shall be listed respectively under the Corporate Shareholder), with respective listing as general Director and Independent Director, disclosing various payment amounts in aggregate. In case a director concurrently serves as President or Vice President, the information shall be entered in this Table and the following Table (3-1), or the following Tables (3-2-1) and (3-2-2).

  • Note 2: Refers to Director’s remuneration in the Most Recent Year (incl. Director’s salary, duties allowance, service pay, various bonuses, incentives etc.).

  • Note 3: Refers to entering the amount of Directors’ Compensation Amount as distributed by the Board of Directors in the Most Recent Year.

  • Note 4: Refers to Director’s relevant fees for professional practice in the Most Recent Year (incl. travel expense, special allowance, various subsidies, dormitory, car and other provision of physical objects). Where a driver is assigned, please append a note explaining the relevant compensation paid to the driver by the Company, without recognition as remuneration.

  • Note 5: Refers to claims including salary, duties allowance, service pay, various bonuses, incentives, travel expense, special allowance, various subsidies, dormitory, car and other provision of physical objects by the director with concurrent role as an employee (including concurrent role as President, Vice President, other managers and employee, etc.) in the most recent year. In case of provision of houses, cars or other transportations or exclusive expenses, characteristics and costs, rental based on actual amount or at fair value of the market price, fuel expense and other payments of the provided asset shall be disclosed. Where a driver is assigned, please append a note explaining the relevant compensation paid to the driver by the Company, without recognition as remuneration. In addition, in accordance with salary expense recognized under IFRS 2 “Share-Based Payment”, such expense including obtaining of employee stock subscription share certificate, restricted stock awards and participation in cash capital increase for subscription of shares, etc., shall also be recognized as remuneration.

  • Note 6: Refers to entering amount of Employees’ Compensation (incl. stock and cash) as claimed by a concurrent employee (incl. concurrent president, vice president, other manager and employee) in the most recent year, which the amount distributed by the Board of Directors in the most recent year shall be disclosed; where the amount cannot be forecasted, the amount intended to be distributed in the current year shall be calculated in proportion to the actual distribution in the preceding year, with Table 1-3 entered in.

  • Note 7: Shall disclose the total amount of various remunerations paid to directors by all companies in the consolidated report (incl. the Company)

  • Note 8: The amounts of various remunerations paid to each director by the Company shall have the name of the director disclosed in the attributed tier.

  • Note 9: The amounts of various remunerations paid to each director by all companies in the consolidated report (including the Company) shall be disclosed, with names of directors disclosed at attributed tiers. Note 10: Net Profit After Tax refers to Net Profit After Tax in the Most Recent Year; where IFRS is adopted, Net Profit After Tax refers to Net Profit After Tax as disclosed in the parent-company only or individual financial reports in the most recent year. Note 11: a. This column shall contain explicit list the amounts of relevant remunerations claimed by president and vice president of the Company from non-subsidiary re-invested business or from the Parent Company. (enter “none” if no such remuneration.)

  • Note 12: b. In case the Company’s director has claimed remunerations relevant to non-subsidiary re-invested businesses or the Parent Company, the remuneration relevant to non-subsidiary re-invested businesses or the Parent Company claimed by the Director of the Company shall be merged into column I of the Remuneration Tier table, with the column name changed to “Parent Company and All Re-Invested Businesses”.

  • Note 13: c. Remuneration refers to the compensation concerning pay, compensation (incl. employee, director and supervisor compensation) and fees for professional practice claimed by the Company’s President and Vice President while serving as director, supervisor or manager of the non-subsidiary re-invested businesses or Parent Company.

  • Note 14: Legal Representative: Central Investment Co., Ltd. Legal Representative Mr. Chang, Tian-Han was replaced by representative Mr. Lin, Yue-Hong on June 17, 2020.

  • Note 15: Independent Director: Mr. Cheng, Wen-Zheng and Mr. Liu, Zheng-Huai assumed office on June 10, 2020.

  • Note 16: Independent Director: Mr. Huang, Hsien-Chou and Mr. Liao, Shu-Zhong left office on June 10, 2020.

  • Remuneration details as disclosed in this table contains a different concept as the Income Tax Act and is therefore intended for information disclosure only and does not serve as taxation use.

20

2. Supervisors’ remuneration: not applicable.

3. President and Vice Presidents’ remuneration (Name and remuneration disclosed respectively)

Unit: NTD Thousand Unit: NTD Thousand Unit: NTD Thousand
Role Name Salary (A)
(Note2)
Pension (B) Bonus and
Special Allowance, etc.
(C)
(Note 3)
Amount of Employees’ Compensation
(D)
(Note 4)
Proportion of total of
A, B, C and D to Net
Profit After Tax ()
(Note8)
Remuneration
Claimed from
Re-Invested
Business of
Subsidiary or
Parent
Company
(Note9)
The
Company
All
Companies
included in
Financial
Report
(Note5)
The
Company
All
Companies
included in
Financial
Report
(Note5)
The
Company
All
Companies
included in
Financial
Report
(Note 5)
The Company All Companies
included in
Financial Report
(Note 5)
the
Company
All
Companies
included in
Financial
Report
(Note6)
Cash
Amount
Stock
Amount
cash
Amount
Stock
Amount
President Chen,Chun-Chih 7,737 7,737 235 235 500 500 2.96 2.96 None
CEO
(Note10)
Sheng, Chien-Chih 2,210 2,210 111 111 200 200 0.88 0.88 None
Vice
President
Shen, Shui-Hsiang 2,303 2,303 115 115 150 150 0.90 0.90 None
Vice
President
Sun, Cheng-Zhi 2,050 2,050 105 105 125 125 0.80 0.80 None

Regardless of the role, where an individual serves as a role equivalent to President, Vice President (e.g. President, CEO, Director, etc.) shall be disclosed.

21

Remuneration Tiers

Remuneration Tiers
Remuneration Tiers for Payments to Each President
and Vice President of the Company
President and Vice President Name
The Company (Note 6) All Companies included in
Financial Report(Note 7)E
Under NTD 1,000,000
NTD 1,000,000(incl.)
~ NTD 2,000,000(under)
NTD 2,000,000(incl.)
~ NTD 3,500,000(under)
Shen, Shui-Hsiang, Sheng, Chien-Chih,
Sun,Cheng-Zhi
Shen, Shui-Hsiang, Sheng, Chien-Chih,
Sun,Cheng-Zhi
NTD 3,500,000(incl.)
~ NTD 5,000,000(under)
NTD 5,000,000(incl.)
~ NTD 10,000,000(under)
Chen, Chun-Chih Chen, Chun-Chih
NTD 10,000,000(incl.)
~ NTD 15,000,000(under)
NTD 15,000,000(incl.)
~ NTD 30,000,000(under)
NTD 30,000,000(incl.)
~ NTD 50,000,000(under)
NTD 50,000,000(incl.)
~ NTD 100,000,000(under)
Over NTD 100,000,000
Total
  • Note 1: Name of each president and vice president shall be entered in separately, disclosing various payment amounts in aggregate. In case a director concurrently serves as President or Vice President, the information shall be entered in this Table and the above Table (1-1), or Tables (1-2-1) and (1-2-2)

  • Note 2: Refers to entering in President and Vice President’s salary, duties allowance, service pay, etc. in the most recent year.

  • Note 3: Refers to claims including salary, duties allowance, service pay, various bonuses, incentives, travel expense, special allowance, various subsidies, dormitory, car and other provision of physical objects by the director with concurrent role as an employee (including concurrent role as President, Vice President, other managers and employee, etc.) in the most recent year. In case of provision of houses, cars or other transportations or exclusive expenses, characteristics and costs, rental based on actual amount or at fair value of the market price, fuel expense and other payments of the provided asset shall be disclosed. Where a driver is assigned, please append a note explaining the relevant compensation paid to the driver by the Company, without recognition as remuneration. In addition, in accordance with salary expense recognized under IFRS 2 “ShareBased Payment”, such expense including obtaining of employee stock subscription share certificate, restricted stock awards and participation in cash capital increase for subscription of shares, etc., shall also be recognized as remuneration.

  • Note 4: Refers to entering amount of Employees’ Compensation (incl. stock and cash) distributed to President and Vice President by the Board of Directors in the most recent year; where the amount cannot be forecasted, the amount intended to be distributed in the current year shall be calculated in proportion to the actual distribution in the preceding year, with Table 1-3 entered in. Net Profit After Tax refers to Net Profit After Tax in the Most Recent Year; where IFRS is adopted, Net Profit After Tax refers to Net Profit After Tax as disclosed in the parent-company only or individual financial reports in the most recent year.

  • Note 5: The amounts of various remunerations paid to each president and vice president by all companies in the consolidated report (including the Company) shall be disclosed.

  • Note 6: The amounts of various remunerations paid to each president and vice president by the Company shall have the names of the presidents and vice presidents disclosed in the attributed tier.

  • Note 7: The amounts of various remunerations paid to each president and vice president by all companies in the consolidated report (incl. the Company) shall be disclosed, with the names of the presidents and vice presidents disclosed in the attributed tiers.

  • Note 8: Net Profit After Tax refers to Net Profit After Tax in the Most Recent Year; where IFRS is adopted, Net Profit After Tax refers to Net Profit After Tax as disclosed in the parent-company only or individual financial reports in the most recent year.

  • Note 9: a. This column shall contain explicit list the amounts of relevant remunerations claimed by president and vice president of the Company from non-subsidiary re-invested business or from the Parent Company. (enter “none” if no such remuneration.)

  • b. In case the Company’s director has claimed remunerations relevant to non-subsidiary re-invested businesses or the Parent Company, the remuneration relevant to non-subsidiary re-invested businesses or the Parent Company claimed by the Director of the Company shall be merged into column E of the Remuneration Tier table, with the column name changed to “Parent Company and All Re-Invested Businesses”.

  • c. Remuneration refers to the compensation concerning pay, compensation (incl. employee, director and supervisor compensation) and fees for professional practice claimed by the Company’s President and Vice President while serving as director, supervisor or manager of the non-subsidiary re-invested businesses or Parent Company.

  • Note 10:The Company has adopted through resolution by the Board of Directors on September 10, 2020, on the addition of the CEO role, which is served by Vice President Sheng, Chien-Chih, effected on September 17, 2020.

  • Remuneration details as disclosed in this table contains a different concept as the Income Tax Act and is therefore intended for information disclosure only and does not serve as taxation use.

22

  1. Analysis on proportion of the total remuneration paid to the Company’s director, supervisor, president and vice president by the Company and all companies in the consolidated financial statements in the most recent two years to net profit after tax, and explanations on the remuneration payment policy, standard and combination, and the relevance of Procedure for Determining Remunerations and business performance.

  2. (1) Analysis on proportion of the total remuneration paid to the Company’s director, supervisor, president and vice president by the Company and all companies in the consolidated financial statements in the most recent two years to net profit after tax

Tear Total Amount of Director, President and Vice
President Remuneration(NTD Thousand)
Total Amount of Director, President and Vice
President Remuneration(NTD Thousand)

Proportion of Total to Net Profit
After Tax()

Proportion of Total to Net Profit
After Tax()
The Company All Companies in the
Consolidated Report
The
Company
All Companies in the
Consolidated Report
2020 45,309 49,243 15.84 17.21
2019 59,354 63,141 9.14 9.73
  • (2) The Company’s remuneration payment policy, standard and combination, and the relevance of procedure for determining remunerations to business performance and future risks

  • A. Remuneration payment policy, standard and combination The Company conducts payments of Director remuneration in accordance with "Articles of Incorporation" and "Regulations Governing Management of Directors' Compensation and Remuneration", which can be divided into three categories: Directors’ Remuneration, Fees for Professional Practice and Directors' Compensation; the President and vice president’s remuneration paid by the Company can be divided into three categories: salary, bonus and Employees' Compensation, approved by the Chairman under authorization by the Board of Directors in accordance with the relevant salary audit regulations of the Company.

  • B. Procedure for Determining Remunerations

    • As per provision in the Articles of Incorporation of the Company, if there is a profit, no less than 5% shall be set aside as Employees' Compensation, which the Board of Directors shall decide to distribute it by stock or cash to subjects including the employees of the controlling or subordinate company meeting certain specific conditions, with “certain specific conditions” set by the Board of Directors. The Company may, based on the amount of the said profit, have the Board of Directors adopt a distribution of no more than 5% as Directors’ Compensation. The distribution of Employees’ Compensation and Directors’ Compensation shall be reported to the shareholders meeting.
  • C. Relevance to Management Performance and Future Risks

    • The performance appraisal and salary and remuneration for the Company's Director and managers are, in addition to reference to the general levels of peers, taking into consideration the operation results and their contribution to the Company’s performance, with comprehensive consideration of the amount of salary and remuneration, payment methods and the Company’s future risks, etc. which are highly relevant to the Company's operating responsibilities and overall performance.

Name of Managers Conducting Distribution of Employees’ Compensation and Distribution Status

Role Name Stock
Amount
Cash
Amount
Total Proportion of Total
to Net Profit After
Tax()
Managers President Chen,Chun-Chih 2,865 2,865 0.44
CEO Sheng,Chien-Chih
Vice President Shen,Shui-Hsiang
Vice President Sun,Cheng-Zhi
Senior Manager Chen, Tang-Ping
Senior Manager Chang, Ren-You
Senior Manager Liu, Jian-Yi
Senior Manager Wu, Zhao-He
Accounting Department Supervisor Chen, Tai-Lin

23

  • Note 1: Name and role of individual shall be disclosed; however, the profit distribution may be disclosed in aggregate.

  • Note 2: Refers to entering amount of Employees’ Compensation (incl. stock and cash) distributed to President and Vice President by the Board of Directors in the most recent year; where the amount cannot be forecasted, the amount intended to be distributed in the current year shall be calculated in proportion to the actual distribution in the preceding year.Net Profit After Tax refers to Net Profit After Tax in the Most Recent Year; where IFRS is adopted, Net Profit After Tax refers to Net Profit After Tax as disclosed in the parent-company only or individual financial reports in the most recent year..

  • Note 3: Scope of Application for Managers: as per 27 March 2003 Letter No. Taiwan-Financial-Exchange 0920001301, the scope is as follows:

  • (1) President and roles of equivalent hierarchy

  • (2) Vice President and roles of equivalent hierarchy

  • (3) Director and roles of equivalent hierarchy

  • (4) Financial Department Supervisor

  • (5) Accounting Department Supervisor

  • (6) Other individuals having rights to manage affairs and sign for the Company.

  • Note 4: Where the director, president and vice president claims Employees’ Compensation (incl. stock and cash), this Table shall be entered in, in addition to the appended Table 1-2.

(IV)Corporate Governance Operation Status

1. Board of Directors Operation Status:

In 2020, a total of 7 Board of Directors meetings were convened, with attendance by Directors as follows:

Role Name (Note 1) Number of Actual
Presence
(Attendance) B
Number of
Delegated Presence
Actual Presence
(Attendance) Rate
(%)
[B/A] (Note 2)
Remarks
Chairman Sheng, Kuo-Jung 7 0 100% Re-elected
Director Lin, Yen-Huey 7 0 100% Re-elected
Director Lin, Mei-Yu 7 0 100% Re-elected
Director Huang, Feng-Yih 7 0 100% Re-elected
Director Kao Fong Machinery Co., Ltd.
Representative: Sheng,Chien-Chih
5 2 71% Re-elected
Director Central Investment Co., Ltd.
Representative: Chang,Yu-Jeng
6 1 86% Re-elected
Director Central Investment Co., Ltd.
Representative: Chang,Tian-Han
4 0 100% (Note 3)
Director Central Investment Co., Ltd.
Representative: Lin,Yue-Hong
3 0 100% (Note 3)
Director Hao-Qing Investment Ltd.
Representative: Sun,Yong-Lu
7 0 100% Re-elected
Director Wang, Hui-O 6 1 86% Re-elected
Director Tsai, Yu-Kung 7 0 100% Re-elected
Independent
Director
Chueh, Ming-Fu 4 3 57% Re-elected
Independent
Director
Cheng, Wen-Zheng 4 0 100% new
(Note 4)
Independent
Director
Liu, Zheng-Huai 4 0 100% New
(Note 4)
Independent
Director
Liao, Shu-Zhong 3 0 100% Incumbent
(Note 5)
Independent
Director
Huang, Hsien-Chou 3 0 100% Incumbent
(Note 5)
Note 1: Where a director or Supervisor is of juristic person, the corporate shareholder’s name and its representative(s) name(s) shall be
disclosed.
Note 2: (1) Where there is a director or supervisor resigning prior to the end of a year, the date of resignation shall be noted in the Remarks
column; Actual Presence (Attendance) rate (%) is calculated using the number of Board of Directors meetings held during his/her term
and number of his/her Actual Presence (Attendance).
(2)Where there is a by-election of director or supervisor prior to the end of a year, the names of new and incumbent directors and
supervisors shall be listed, with status of such director or supervisor (New, Incumbent or Re-elected) and the date of by-election noted
at Remarks column. Actual Presence (Attendance) rate (%) is calculated using the number of Board of Directors meetings held during
his/her term and number of his/her Actual Presence (Attendance).
Note 3: Legal Representative: Central Investment Co., Ltd. Legal Representative Mr. Chang, Tian-Han was replaced by representative Mr. Lin,
Yue-Hong on June 17, 2020.
Note 4: Independent Director: Mr. Cheng, Wen-Zheng and Mr. Liu, Zheng-Huai assumed office on June 10, 2020.
Note 5: Independent Director: Mr. Huang,Hsien-Chou and Mr. Liao,Shu-Zhongleft office on June 10,2020.

24

Other Matters Deserving Special Mentions:

  • (1) Where there is any of the following situations throughout the operation of Board of Directors, the date, period, content of proposal, opinions by all independent director and the Company's handling of independent director opinions should be stated:

A. Matters as provided in Article 14-3 of the Securities and Exchange Act:

Board of Directors
Date

Contents of Proposals
Opinions by
All
Independent
Directors
Handling of
the
Independent
Directors’
Opinions by
the Company
2020/03/19 1. To Review the List of Candidates for Directors of the Company. No Opinion Passed as
Proposed
2. Removal on Con-Competing Limitations to the Company’s
Directors.

No Opinion
Passed as
Proposed
3. To make loan of funds and refunding to the Company’s sub-
subsidiaryHOWON POWERTRAIN CO.,LTD.
No Opinion Passed as
Proposed
2020/03/26 Proposal of Buyback of the Company’s Shares for Maintenance of
Company Credit andShareholders’ Equity.

No Opinion
Passed as
Proposed
2020/08/13 1. To conduct the Company’s 3rd Cancellation on Buyback of
Treasury Shares and Setting of Record Dates for Decrease of
Capital.


No Opinion
Passed as
Proposed
2. to Change the CPA for Auditing and Attesting for the Company. No Opinion Passed as
Proposed
3. To make loan of funds to the Company’s supplier YUNG-CHIN
DEVELOP FORGING CO.,LTD..

No Opinion
Passed as
Proposed
4. Application for offering endorsement and guarantee to the
Company’s sub-subsidiary HOWON POWERTRAIN CO.,
LTD..


No Opinion
Passed as
Proposed
2020/09/10 1. To Ratify Applications of Offering Endorsement and Guarantee
to the Company’s Subsidiary Wuxi Hota Precision Gear Co.,
Ltd.


No Opinion
Passed as
Proposed
2. To conduct New Share Issuance through Cash Capital Increase
in 2020.

No Opinion
Passed as
Proposed
2020/11/12 1. To evaluate the Independence of CPAs of the Company. No Opinion Passed as
Proposed
2. To make loan of funds to the Company’s supplier Jian-Li
Enterprise Co.,Ltd..

No Opinion
Passed as
Proposed
3. To conduct joint construction and development of lands in
Chiayi Dapumei Precision Park with Kao Fong Machinery Co.,
Ltd.

No Opinion
Passed as
Proposed

B. Other Board of Directors resolutions that have been opposed or qualified by the Independent Director and have records or written statements, in addition to the above-mentioned affairs: None.

(2) The director’s implementation of the proposal with respect to interest should state the Director Name, Content of Proposal, the reason for the avoidance of interest and the status of participation in voting: None.

  • (3) A Public/Listed Company shall disclose information such as Appraisal Interval and Period, Scope of Appraisal, Method and Appraisal Contents, etc. of the Board of Directors’ self (or peer) Appraisal and fill in Implementation Status on Appraisal of Board of Directors.

Implementation Status on Appraisal of Board of Directors

Appraisal Interval
(Note 1)
Appraisal Period
(Note 2)
Scope of Appraisal
(Note 3)
Appraisal Method
(Note 4)
Appraisal Contents (Note 5)
Conducted once
every year
2020/6/10-
2020/12/31
(2020/6/10 By-
election of Director)
All Board of Directors Board of Directors
Internal Self
Appraisal
A. Level of Involvement to the Company’s
Operations
B. Facilitating Decision-Making Quality by the
Board of Directors
C. Composition and Structure of the Board of
Directors
D. Elections and Continued Training of Director
E. Internal Control
Conducted once
every year
2020/6/10-
2020/12/31
(2020/6/10 By-
election of Director)
Each Director member Self-Appraisals by
Directors
A. Holding of Company Goals and Missions
B. Recognition of Directors’ Duties
C. Level of Involvement to the Company’s
Operations
D. Internal Relationship Management and
Communications
E. Directors’ Professional and Continuing
Training
F. Internal Control

25

Note 1: Only list the implementation interval for appraisals by the Board of Directors.

  • Note 2: Only list the period covered by Board of Directors appraisals

  • Note 3: Scope of Appraisal include Board of Directors, each Director member and performance appraisal by functional committee.

  • Note 4: The appraisal methods include Board of Directors Internal Self Appraisal, Director member self-appraisal, peer appraisal and performance appraisal by entrusted external professional institution, experts or other methods as Fair.

  • Note 5: Appraisal Contents shall at least, based on scope of appraisal, include the following items:

  • (1) Board of Directors performance appraisal: shall at least include Level of Involvement to the Company’s Operations, Decision-Making Quality by the Board of Directors, Composition and Structure of the Board of Directors, Elections and Continued Training of Director, Internal Control, etc.

  • (2) Each Director member performance appraisal: shall at least include Holding of Company Goals and Missions, Recognition of Directors’ Duties, Level of Involvement to the Company’s Operations, Internal Relationship Management and Communications, Directors’ Professional and Continuing Training, Internal Control, etc.

  • (3) functional committee performance appraisal: Level of Involvement to the Company’s Operations, Recognition of Directors’ Duties, Decision-Making Quality by the functional committee, functional committee composition and member selection, Internal Control, etc.

  • (4) Goals and implementation assessment for strengthening of the Board of Directors function in the current year and in the most recent year:

  • A. Operations for strengthening Board of Directors Functions: the Company’s Board of Directors are handled in accordance with “Rules of Procedure for the Board of Directors Meetings”, with Directors’ attendance at Board of Directors meetings entered in MOPS; in addition, to fulfill the spirit of Corporate Governance and effectively enhance information transparency, we fully disclose various management and financial messages to the Company website. Besides, we encourage our directors to participate in various training courses to strengthen Board of Directors functions.

  • B. Enhancement in information transparency, etc.: the Company’s financial reports are audited and attested regularly by PricewaterhouseCoopers Taiwan under commission, which the various information disclosures as required by laws and regulations can be completed correctly in a timely manner. In addition, dedicated personnel have been designated to take responsibility of company information collection and disclosure tasks, while establishing a spokesman system, to ensure various material information can be disclosed in a timely and Fair manner.

26

2. Audit Committee Operation Status:

  • The Company has established its Audit Committee to replace supervisors in accordance with the Securities and Exchange Act on June 14, 2017. To fulfill the spirit of Corporate Governance, the Committee operates in accordance with the "Audit Committee Organizational Rules" and supervises the fair presentation of the Company's financial statements, selection and independence and performance of CPAs, the effective implementation of internal control, compliance with relevant laws and regulations and the control of the Company's existing or potential risks.

  • (1) In 2020, a total of 5 Audit Committee meetings were held, with attendance by independent directors as follows:

Role Name Actual Number
of Attendance
(B)
Number of
Delegated
Presence
Actual
Attendance Rate
(%)
(B/A) (Note 1)
Remarks
Independent
Director
Chueh,
Ming-Fu
3 2 60% Re-elected
Independent
Director
Cheng,
Wen-Zheng
3 0 100% New (Note 2)
Independent
Director
Liu, Zheng-
Huai
3 0 100% New (Note 2)
Independent
Director
Liao, Shu-
Zhong
2 0 100% Incumbent (Note
3)
Independent
Director
Huang,
Hsien-Chou
2 0 100% Incumbent (Note
3)

Note 1:

  • Where there is an independent director resigning prior to the end of a year, the date of resignation shall be noted in the Remarks column; Actual Presence (Attendance) rate (%) is calculated using the number of Board of Directors meetings held during his/her term and number of his/her Actual Presence (Attendance).

  • Where there is a by-election of director or supervisor prior to the end of a year, the names of new and incumbent directors and supervisors year shall be listed, with status of such director or supervisor (New, Incumbent or Reelected) and the date of by-election noted at Remarks column. Actual Presence (Attendance) rate (%) is calculated using the number of Board of Directors meetings held during his/her term and number of his/her Actual Presence (Attendance).

Note 2: Independent Director: Mr. Cheng, Wen-Zheng and Mr. Liu, Zheng-Huai assumed office on June 10, 2020.

  • Note 3: Independent Director: Mr. Huang, Hsien-Chou and Mr. Liao, Shu-Zhong left office on June 10, 2020.

  • (2) Main Matters for Audit Committee Review:

  • A. Fair Presentation of the Company’s Financial Reports.

  • B. Selection (Dismissal) and Independence and Performance of the CPA.

  • C. Effective Enforcement of the Company’s Internal Control.

  • D. The Company’s Compliance with Relevant Laws and Regulations and Rules.

  • E. Control Mechanism to the Existing or Potential Risk of the Company. Matters Worth Special Mentions:

  • (1) Annual Operation Status:

  • A. Matters as Stated in Article 14-5 of the Securities and Exchange Act:

Board of
Directors
Date
Contents of Proposals Opinions by
All
Independent
Directors


Handling of the
Independent
Directors’
Opinions by the
Company
2020/03/19
1. To Review 2019 Business Report, Parent-Company Only
Financial Report and Consolidated Financial Report.
2. To Present 2019 Internal Control System Statement.
3. To Amend Partial Articles of the Company’s “Articles of
Incorporation”.
4. To Amend Partial Articles of the Company’s “Regulations
Governing Appointment of Independent Directors and
Compliance Matters “.
5. To Promulgate the Company’s “Operation Regulations
Governing Financial Report Preparation Process Management”.
6. To make loan of funds and refunding to the Company’s sub-
subsidiaryHOWON POWERTRAIN CO.,LTD.
No Opinion
Passed as
Proposed
2020/05/14
To review the 2020 Consolidated Financial Report of Q1 2020.
No Opinion
Passed as
Proposed

27

==> picture [455 x 313] intentionally omitted <==

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

1. To elect the convener and meeting chair for the Company’s 2 [nd]
Audit Committee.
2. To review the 2020 Consolidated Financial Report of Q2 2020.
3. Replacement of Auditing and CPA.
4. To Promulgate the Company’s “Implementation Procedure for
Buyback of Treasury Shares”.
5. To make loan of funds to the Company’s supplier YUNG-CHIN
DEVELOP FORGING CO., LTD.
6. To make loan of funds and refunding to the Company’s sub- Passed as
2020/08/13 No Opinion
subsidiary HOWON POWERTRAIN CO., LTD. Proposed
7. To amend partial articles of Rules of Procedure for the Board of
Directors Meetings
8. To Amend Partial Articles of the Company’s “Audit Committee
Organic Regulations”.
9. To Amend Partial Articles of the Company’s “Salary and
Compensation Committee Organic Regulations”.
10. To amend partial articles of Operation Procedure for Loaning of
Funds to Others
1. To Ratify Applications of Offering Endorsement and Guarantee
to the Company’s Subsidiary Wuxi Hota Precision Gear Co., Ltd. Passed as
2020/09/10 No Opinion
2. To conduct New Share Issuance through Cash Capital Increase in Proposed
2020.
1. To review the Consolidated Financial Report of Q3 2020.
2. To make loan of funds to the Company’s supplier Jian-Li
Passed as
2020/11/12 Enterprise Co., Ltd. No Opinion
Proposed
3. To conduct joint construction and development of lands in Chiayi
Dapumei Precision Park with Kao Fong Machinery Co., Ltd.
----- End of picture text -----

  • B. Matters as stated in Article 14-4 of the Securities and Exchange Act and other matters not approved by the Audit Committee but adopted by resolution by two-third of all directors: None.

  • (2) Implementation Status of Recusal of Proposals with Interests by Independent Director: None.

  • (3) Communications of Independent Director with internal audit supervisor and accountants:

  • A. The audit supervisor regularly reports on the audit business in each Audit Committee, and implementation status and effects of audit affairs have been fully communicated.

  • B. The accountant reports on the examination or audit results of the Company's financial statements in the Audit Committee meetings held every quarterly.

28

  1. Corporate Governance Operation Status and its Disparity with Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and Reasons for Such Disparity
and Reasons for Such Disparity
Appraisal Items Operation Status(Note1) Disparity with Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and Reasons
for Such Disparity
Yes No Summary Descriptions
1.
Has the Company formulated and disclosed the Corporate Governance
Code of Practice in accordance with the "Corporate Governance Best
Practice Principles for TWSE/TPEx Listed Companies"?


ˇ
The Company has referred to “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”
for stipulation of “Code of Corporate Governance Practices” for the Company, with public announcement made on
MOPS and disclosure on the Companywebsite.


No material disparity.
2.
Shareholding structure and shareholders' equity of the Company
(1)
Has the Company formulated internal operational procedures to
handle shareholder suggestions, doubts, disputes and litigation
matters, and implement them in accordance with the procedures?
(2)
Has the Company had a list of main shareholders with de facto
control over the Company and the ultimate controller of main
shareholders?
(3)
Has the Company established and implemented risk control and
firewall mechanisms between the Company and its related
companies?
(4)
Has the Company set internal regulations to prohibit insiders
from exploiting undisclosed information on the market to trade
securities?
ˇ
ˇ
ˇ
ˇ

(1)
The Company has a Spokesperson system in the "Operational Procedure for Internal Material Information
Handling", with Spokesperson and Acting Spokesperson furnished for proper handling of investor
suggestions or disputes and other related issues.
(2)
The Company has stock affairs undertaking staff responsible for handling related affairs, in addition,
through stock affairs agencies and regular insider’s equity changes declarations, the list of major
shareholders is under control in an effective manner.
(3)
The Company has a clear division of management duties with its related companies and has promulgated
“Regulations Governing Dealings with Related Parties” and “Operational Regulations for Monitoring on
Subsidiaries” to fulfill the risk control mechanism over subsidiaries.
(4)
The Company has promulgated “Operational Procedure for Internal Material Information Handling” for
irregular advocacy on relevant information to the internal every year.







(1)
No material disparity.
(2)
No material disparity.
(3)
No material disparity.
(4)
No material disparity.
3.
Composition and Duties of the Board of Directors
(1)
Has the Board of Directors formulated and implemented a member
diversification guideline?
(2)
In addition to establishment of Salary and Compensation
Committee and Audit Committee pursuant to relevant laws and
regulations, has the Company voluntarily established other various
functional committees?
(3)
Has the Company formulated Regulations Governing Performance
Appraisals on the Board of Directors and its Appraisal Method,
conducted performance appraisal on a regular basis every year,
and reported the results of the performance appraisal to the Board
of Directors, followed by application as reference of individual
directors’ salary and continued nomination?
(4)
Has the Company regularly assessed CPA independence?









ˇ
ˇ
ˇ
ˇ (1)
The Company has provided the diversification guidelines of Board of Directors member organizations in
"Code of Corporate Governance Practices" and put such guideline into implementation.
(2)
The Company has established a Salary and Compensation Committee and Audit Committee pursuant to
relevant laws and regulations. The Company will set up various other functional committees according to
laws and regulations or practical needs in the future.
(3)
The Company has promulgated Regulations Governing Performance Appraisals on the Board of Directors
and its Appraisal Method, and the Company complies with Regulations Governing Performance Appraisals
on the Board of Directors and has conducted 2020 Board of Directors performance appraisal over the Salary
and Compensation Committee and Board of Directors on Director’s compliance with relevant laws and
regulations and the degree of participation in the Company’s operations on March 19, 2021.
(4)
The Company regularly reviews the independence of CPA annually (the most recent assessment is at the
Board of Directors on November 12, 2020) to examine the payment of salary from the Company’s director,
shareholder or the Company, and confirm that there is no related interest. In addition, the rotation of
accountants is also conducted in accordance with relevant regulations(Note 2).










(1)
No material disparity.
(2)
Functional committee will
be established based on
the Company’s actual
operation needs.
(3)
No material disparity.
(4)
No material disparity.
4.
Has the Listed/OTC Company have a suitable and appropriate number of
Corporate Governance personnel, and has designated a Corporate
Governance director be responsible for Corporate Governance related
matters (including but not limited to providing directors and supervisors
with the necessary information for business practices, assisting directors
and supervisors in compliance with laws and regulations, handling
relevant Board of Directors and shareholder meeting matters in
accordance with laws and regulations, preparing Board of Directors and
shareholder meeting minutes, etc.)?

ˇ
The Company has provided that the financial department serve as a part-time unit of Corporate Governance in the
"Code of Corporate Governance Practices", responsible for the related Corporate Governance affairs, with the
head of the financial department designated to be responsible for supervision.
It is advisable that the above-mentioned Corporate Governance affairs contain the following content: Handling
Company registrations and change registrations, handling related Board of Directors and shareholders meeting
matters in accordance with laws and regulations, and assisting the Company in compliance with relevant laws and
regulations for Board of Directors and the shareholders meeting, preparing minutes for Board of Directors
meetings and shareholders meetings, providing information required to perform business and the latest
development of laws and regulations relevant to operating the Company to directors in order to assist directors
and supervisors in compliance with laws and regulations, matters related to investor relations, and other matters
effected in Articles of Incorporation or contracts.

No material disparity.

29

Appraisal Items Operation Status(Note1) Operation Status(Note1) Operation Status(Note1) Disparity with Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and Reasons
for Such Disparity
Yes No Summary Descriptions
5.
Has the Company established communication channels with
stakeholders (including but not limited to shareholders, employees,
customers and suppliers, etc.), and set up a special section for
stakeholders on the Company's website, and appropriately responded to
the important corporate and social responsibility issues concerned by
stakeholders?
ˇ The Company has designated Spokesperson, Acting Spokesperson and stock affairs underwriters, and has set up a
Stakeholder section on the Company’s website for disclosure of contact info (04-25692299 Ext. 1234) and e-mail
([email protected]) to establish communication channels with stakeholders.
No material disparity.
6.
Has the Company appointed a professional stock affairs agency to
handle the affairs of the shareholders meeting?
ˇ The Company has appointed the Agency for Stock Affairs, MasterLink Securities Co., Ltd. to handle relevant
stock affairs and shareholders' meetingaffairs.
No material disparity.
7.
Information Announcement
(1)
Has the Company set up a website to disclose financial business
and corporate governance information?
(2)
Has the Company adopted other information disclosure methods
(e.g., setting up an English website, appointing designated
personnel to collect and disclose company information,
implementing the Spokesperson system, and uploading the
process of institutional investor conference over company
website, etc.)?
(3)
Has the Company announced and submitted the annual Financial
Report within two months after the end of an accounting year,
and made early announcements and submission of the Financial
Report for the quarters 1, 2 and 3 and operations in each month
before the specified deadline?

ˇ
ˇ
ˇ
(1)
The Company has set up a websitehttp://www.hota.com.twand disclosed financial affairs and corporate
governance information.
(2)
The Company’s relevant information disclosure and collection are all made by a designated person, and the
Spokesperson system has been set up and implemented. In addition, the process and information of the
institution investor conference have been placed on the Company’s website.
(3)
The Company has made early announcements and declarations of the of the Financial Report for the quarters
1, 2 and 3 and operations in each month before the specified deadline. However, the annual Financial Report
was announced within two months after the end of the accounting year. The Company will finish the
preparation early prior to the legal deadline.






(1)
No Material Disparity.
(2)
No Material Disparity.
(3)
All are in compliance,
except for the annual
financial report.
8.
Has the Company provided other important information helpful in
understand the Corporate Governance Operation Status (including but not
limited to employees’ rights, employee care, investor relations, supplier
relations, stakeholders’ rights, directors and supervisors training,
implementation of risk management policies and risk measurement
standards, implementation of customer policies, the Company's insuring
of liability insurance for directors and supervisors, etc.)?






ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
(1)
Employees Rights: The system adopted by the Company for the rights of employees is governed by laws
and regulations and detailed in the "Working Rules" and related management regulations. The rights and
obligations of employees and related benefits are specified, and related benefit contents are reviewed and
revised regularly to protect the rights of all employees.
(2)
Employee Care: The Company has established an Employee Welfare Committee to provide complete care
and guarantees to the employees, including weddings, funerals and festival grants, regular health check-ups,
travel subsidies, external training subsidies, employee group insurance, employees' compensation under
annual performance appraisal, and year-end bonuses.
(3)
Investor Relations: The Company has designated a dedicated employee to take responsibilities of the
disclosure of information on MOPS and the Company's website, and has set a shareholder Q&A window
and Spokesperson contact information on the Company's website to maintain communication and rapport
between the Company and shareholders
(4)
. Supplier Relations: The Company has established "Regulations Governing Supplier Management and
Evaluation" to ensure that the delivery date, quality and price of suppliers meet the Company's needs; in
addition, the supplier mutual aid exchange gathering was established, with talent training center established
in 2017, to handle joint supplier education training and regularly organized supplier exchange activities for
benign communication and partnership.
(5)
Stakeholders’ Rights: The Company respects and safeguards the legitimate rights and interests of
stakeholders, and maintains good communication channels and relationships with shareholders, employees,
customers and suppliers; in addition, the Company website has contained a " "Investor Relations" section,
which discloses the Company’s financial, business and other related information, with links to "MOPS" for
reference by shareholders and other stakeholders. In addition, the Company’s stock agency also assists in
handling affairs related to shareholders and other stakeholders. In case legal issues are involved, the
Company will hire legal consultants for handling to protect the rights of stakeholders.
(6)
Directors Training: The Company entrusts the Taiwan Corporate Governance Association to conduct
professional training courses for directors (6 hours in total):
1. 2020/8/13 Course Name: "Corporate Governance Practice and Governance Evaluation Correspondence
and Application" 3 hour





















(1)
No Material Disparity.
(2)
No Material Disparity.
(3)
No Material Disparity.
(4)
No Material Disparity.
(5)
No Material Disparity.
(6)
No Material Disparity.

30

Appraisal Items Operation Status(Note1) Operation Status(Note1) Operation Status(Note1) Disparity with Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and Reasons
for Such Disparity
Yes No Summary Descriptions
ˇ
ˇ
ˇ
2. 2020/11/12 Course Name: "Practice of Board of Directors and Shareholders Meeting of Listed/OTC
Companies" 3 hours
(7)
Implementation of Risk Management Policies and Risk Measurement Standards: The Company has
established risk management policies. Major policies, investment cases, endorsement and guarantees,
loaning of funds, bank financing and other major proposals concerning operations have been approved by
the appropriate authority and responsibility unit under evaluation and analysis and have been implemented
following Board of Directors resolutions. The audit office also draws up its annual audit plan based on the
risk assessment results and implements the drafted plans. Supervisory mechanism has been implemented to
control various management risks.
(8)
Implementation of Customer Policies: The Company is committed to quality improvement and professional
technology improvement and has set up a contact window available for customers to provide customers
with the best products and services.
(9)
The Company's Insuring of Liability Insurance for Directors and Managers: The Company has insured
directors and managers liability insurance. The policy period is from July 24th, 2020, to July 24th, 2021.
The insurancepremium is amounted to USD 5 million.











(7)
No Material Disparity.
(8)
No Material Disparity.
(9)
No Material Disparity.
9.
Please explain the improved situation based on results of the Corporate Governance evaluation published by the Corporate Governance Center, Taiwan Stock Exchange Corporation in the most recent year, and propose priority
reinforcement matters and measures for those that have not yet been improved. (Entering not required if not included in evaluation)
The Company has made reinforcements and rectifications to items of Corporate Governance evaluation without scores and has proposed improvement situation with supervisors for review to strengthen the Company’s Corporate
Governance and allow a more transparent information disclosure.

Note 1: For Operation Status, details shall be specified in the Summary Descriptions column, regardless of the tick at “Yes” or “No”.

31

Note 2: Accountants’ Independence Appraisal and Performance Examinations for 2020 are as follows:

Item Specific Indicators Appraisal Standards Score Compliance
with
Independence
Indep endence Indicators
1 There is no direct or material indirect related interest
financially.
5 Points if no related interests, 0 Points if such
interest exists.
5 Yes
2 There is no inappropriate related interest between the
accountant and the consignor.
5 Points if no inappropriate related interests, 0
Points if such interest exists.
5 Yes
3 Financial reports for the service institution within the
first two years of business may not be audited and
attested.
5 Points if no violation, 0 Points if violated. 5 Yes
4 The name of the accountant may not be utilized by
others.(Statement)
5 Points if no such utilization, 0 Points if such
utilization occurred.
5 Yes
5 Accountants and all audit service group members may
not hold shares of the consignor.
5 Points if no such holding, 0 Points if yes. 5 Yes
6 Does not have events of borrowing of money from the
consignor.
5 Points if no such occurrence, and 0 Points if
occurred.
5 Yes
7 Does not have relations of joint investment or shared
interest with the consignor.
5 Points if no such occurrence, and 0 Points if
occurred.
5 Yes
8 Does not take concurrent roles offered by the
consignor and receive regular salary.
5 Points if no such occurrence, and 0 Points if
occurred.
5 Yes
9 Does not accept any commission relevant to business
dealings.
5 Points if no such occurrence, and 0 Points if
occurred.
5 Yes
10 Term of accountant over 7 years. 5 Points if no such occurrence, and 0 Points if
occurred.
5 Yes
Performance Indicator
1 Official financial report of the first three quarters shall
be done within 45 days in the current season or
completed within three months after the end of annual
report.
5 Points if completed 3 days earlier, 3 Points
if completed on time, and 0 Points if
completed after deadline.
5 Yes
2 The accuracy of audit and preparation of quarterly and
annual reports in first draft (under Company
information change.) (the four major statements)
Based on errors in figures of financial reports,
5 Points if with 2 or fewer errors, 3 Points if
with 3 or fewer errors, and 0 Points if over 3
errors.
5 Yes
3 Account audit time and completion of first draft for the
first three quarters of the Company by the accountant.
Based on review time of the financial reports
of the first three quarters, 5 Points if within 30
days, 3 Points if within 40 days, and 0 Points
if over 40 days.
5 Yes
4 The time the accountant completes the Company’s
annual account audit and completion of first draft.
5 Points if completed within 60 days, 3 Points
if completed within 70 days, and 0 Points if
completed after 70 days, based on the period
between date the audits to reports have been
completed the and the end of theyear.
5 Yes
5 The time the accountant completes a subsidiary’s
annual account audit and completion of first draft.
5 Points if completed within 55 days, 3 Points
if completed within 60 days, and 0 Points if
completed after 60 days, based on the end of
theyear.
5 Yes
6 Whether the accountant has made frequent interactions
with the Company’s managerial personnel (internal
auditpersonnel,etc.),with records kept.
5 Points if Yes, 0 Points if no interactions. 5 Yes
7 Whether
the
accountant
has
had
appropriate
interactions prior to the audit planning and submission
of audit opinions,with records kept.
5 Points if Yes, 0 Points if no interactions. 5 Yes
8 Whether the accountant has proposed positive
suggestions on company system and internal control
audit,with records kept.
5 Points if Yes, 0 Points if no interactions. 5 Yes
9 Regularly and proactively updating the Company with
tax and securities and management laws and
regulations as well as revised IFRS Accounting
guidelines.
5 Points if Yes, 0 Points if No. 5 Yes
10 Stability of Audit Service Team Member and
Personnel.
5 Points if Yes, 0 Points if No. 5 Yes
11 Assisting in Communications and Coordination with
Competent Authorities.
5 Points if Yes, 0 Points if No. 5 Yes
12 Whether there is fraud or finding of matters not
meeting regular practices within the internal
employees of the Company.
5 Points if No, 0 Points if Yes. 5 Yes

32

4. Salary and Compensation Committee Operation Status:

  • This Committee is composed of three members as resolved and designated by Board of Directors, which one of the members serves as the convener. Professional qualification and independence of members of the Committee shall meet Articles 5 and 6 of the Regulations Governing Duties of the Salary and Compensation Committee.

(1) Salary and Compensation Committee Member Information:

Type of
Identity
(Note 1)
Condition
Name
More than five years of
working experience and
following professional
qualifications
More than five years of
working experience and
following professional
qualifications
More than five years of
working experience and
following professional
qualifications
Status of Conformity to Independence
(Note 2)
Status of Conformity to Independence
(Note 2)
Status of Conformity to Independence
(Note 2)
Status of Conformity to Independence
(Note 2)
Status of Conformity to Independence
(Note 2)
Status of Conformity to Independence
(Note 2)
Status of Conformity to Independence
(Note 2)
Status of Conformity to Independence
(Note 2)
Status of Conformity to Independence
(Note 2)
Status of Conformity to Independence
(Note 2)
Number
of
Compani
es the
Salary
and
Compens
ation
Committe
e member
concurren
tly serves
as the
same role

Remarks
Serving as a
lecturer or
higher
hierarchy roles
in departments
business, legal,
accounting or
company
affairs as
required in the
public or
private
university or
college
Judge,
prosecutor,
attorney at law,
accountant or
other specialized
professionals and
technician
required in
Company
business with
accreditation
conferred after
passing national
examinations

Has working
experience
concerning
needs by
business,
legal,
accounting
or company
affairs
1 2 3 4 5 6 7 8 9 10
Independent
Director
Liao, Shu-Zhong 3 Incumbent
Independent
Director
Huang, Hsien-Chou Incumbent
Independent
Director
Liu, Zheng-Huai 1 (Note3)
Independent
Director
Chueh, Ming-Fu (Note3)
Independent
Director
Cheng, Wen-Zheng (Note3)

Note 1: For identity, please enter Director, Independent Director or others.

  • Note 2: In case a member meets any of the conditions below within two years prior to election or during the term, please enter “  ” in the blank(s) under each condition code.

  • (1) The member is not an employee of the Company or its related enterprise(s).

  • (2) The member is not a director or supervisor to the Company or its related enterprises (however, this does not apply to concurrent roles as independent director taken in the Company and its parent company, subsidiary or subsidiary under the same parent company as furnished in accordance with this Act or local laws and regulations).

  • (3) Natural person shareholder as a shareholder holding more than 1% of the Company’s outstanding shares or top 10 shareholders of the Company who is not the member him/herself or his/her spouse, underage children or holding under the name of others.

  • (4) The member is not a manager as stated in (1), or spouse, relatives under 2[nd] degree of kinship or direct blood relatives under 3[rd] degree of kinship.

  • (5) A director, supervisor or employee as a Corporate Shareholder who does not directly hold more than 5% of the Company’s outstanding shares, in top 5 shareholding among all shareholders, or is not designated as a representative to the director or supervisor following paragraph 1 or 2, Article 27 of the Company Act (however, this does not apply to concurrent roles as independent director taken in the Company and its parent company, subsidiary or subsidiary under the same parent company as furnished in accordance with this Act or local laws and regulations).

  • (6) A director, supervisor or employee of other companies which does not hold a position as the Company’s director or whose majority of shares of voting rights is held by the same person (however, this does not apply to concurrent roles as independent director taken in the Company and its parent company, subsidiary or subsidiary under the same parent company as furnished in accordance with this Act or local laws and regulations).

  • (7) Those who are not the Chairman, President or equivalent roles of the company who are the same person or spouse as the Director, Supervisor or employee of another company or institution (however, this does not apply to concurrent roles as independent director taken in the Company and its parent company, subsidiary or subsidiary under the same parent company as furnished in accordance with this Act or local laws and regulations).

  • (8) Director, supervisor, manager of shareholders holding more than 5% of the outstanding share of the Company without financial or business dealing with the Company (however, this does not apply to specific companies or institutions who holds more than 20% but less than 50% of the Company’s outstanding shares, and to concurrent roles as independent director taken in the Company and its parent company, subsidiary or subsidiary under the same parent company as furnished in accordance with this Act or local laws and regulations).

  • (9) Professionals of business, legal, accounting and relevant services, sole proprietorships, partnerships, or business owners, partners, directors, supervisors, managers and their spouses of other companies or institutions who are not professionals who does not conduct audits for the Company or its related companies or whose cumulative amount of remuneration in the most recent two years does not exceed NTD 500,000. However, Salary and Compensation Committee, Public Acquisition Review Committee, or M&A Special Committee that perform their duties in accordance with the Securities and Exchange Act or the relevant laws and regulations of the Mergers and Acquisitions Act Members shall not appl.

  • (10) No occurrence of events as provided in subparagraphs of Article 30 of the Company Ac.

Note 3: This Salary and Compensation Committee is formed by all Independent Directors, with a term from June 10, 2020, to June 9, 2023.

(2) Operations of the Salary and Remuneration Committee

  • A. The Remuneration Committee of the Company consists of three members.

33

B. Term of this Committee: June 10, 2020 to June 9, 2023. In 2020, a total of two Salary and Compensation Committee meetings were held, with member qualifications and attendance as follows:

s follows:
Role Name Actual
Number of
Attendance
(B)
Number of
Delegated
Presence
Actual
Attendance Rate
(%)(B/A)
(Note)
Remarks
Independe
nt Director
Liu, Zheng-Huai 1 0 100% new
Independe
nt Director
Chueh, Ming-Fu 1 1 50% Re-elected
Independe
nt Director
Cheng, Wen-Zheng 1 0 100% new
Independe
nt Director
Huang, Hsien-Chou 1 0 100% Incumbent
Independe
nt Director
Liao, Shu-Zhong 1 0 100% Incumbent
Matters Worth Special Mentions:
1. In case the Board of Directors does not adopt or revise suggestions by the Salary and Compensation
Committee, date, period, Content of Proposal, resolution results by the Board of Directors and the
handling by the Company on Salary and Compensation Committee opinions (e.g., salary and
compensation adopted by the Board of Directors as superior to suggestions by Salary and
Compensation Committee, with disparity and reasons required to be stated) of such Board of
Directors’ meeting shall be stated: No such occurrence in the Company
2. Where there is any objection or qualified opinion by the members based on resolutions in a Salary
and Compensation Committee meeting, with records or written statements, the date, period, content
of proposal, opinions by all members and the handling of opinions from objecting members of such
Salaryand Compensation Committee meetingshould be stated:
  • Note:

  • (1) Where there is a Salary and Compensation Committee member resigning prior to the end of a year, the date of resignation shall be noted in the Remarks column; Actual Presence (Attendance) rate (%) is calculated using the number of Salary and Compensation Committee meetings held during his/her term and number of his/her Actual Presence (Attendance).

  • (2) Where there is a by-election of Salary and Compensation Committee members prior to the end of a year, the names of new and incumbent members year shall be listed, with status of such member (New, Incumbent or Re-elected) and the date of by-election noted at Remarks column. Actual Presence (Attendance) rate (%) is calculated using the number of Salary and Compensation Committee meetings held during his/her term and number of his/her Actual Presence (Attendance).

  • (3) Independent Director: Mr. Liu, Zheng-Huai and Mr. Cheng, Wen-Zheng assumed office on June 10, 2020.

  • (4) Independent Director: Mr. Huang, Hsien-Chou and Mr. Liao, Shu-Zhong left office on June 10, 2020.

(3)

Board of
Directors
Date
Contents of Proposals Opinions by
All
Independent
Directors


Handling of the
Independent
Directors’
Opinions by the
Company
2020/03/19 1. Review on 2019 Board of Directors Performance Appraisal
2. Review on Rectification of the Company’s Distributions of
Directors’ Compensation, Manager (Employee)
Compensation and Year-End Bonus in 2019.
3. List of Managers Applicable for Salary and Compensation
Review

No Opinion

Passed as
Proposed
2020/11/12 1. To Ratify the Company’s Manager (Employee)
Compensation Distribution
2. Discussion on Year-End Bonus for Managers of the Company
in 2020
3. List of Managers Applicable for Salary and Compensation
Review


No Opinion

Passed as
Proposed

34

  1. Status of Fulfilling Social Responsibility and Disparities from Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and their reasons:
Companies and their reasons:
Appraisal Items Operation Status(Note1) Disparity with Corporate
Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies and Reasons
for Such Disparity
Yes No Summary Descriptions (Note2)
1.
Has the Company conducted risk assessments on environmental,
social, and corporate governance issues relating to the Company's
operations in accordance with the materiality, and formulated relevant
risk management policies or strategies? (Note 3)
ˇ HOTA has formulated the Internal Control system in accordance with the relevant
regulations of the competent authority, which includes the control operations and
management regulations of various operation cycles. Its purpose is to ensure the
effect and efficiency of the operation (incl. profit, performance, and asset security,
etc.), reliability of financial reports, and the achievement of the goals of
compliance with relevant laws and regulations, etc. to provide with reasonable
assurance.






No material disparity.
2.
Has the Company set up a dedicated (concurrent) unit to promote
corporate social responsibility, with the Board of Directors authorizing
the senior management to for handling and reporting such handling to
the Board of Directors?

ˇ
The Company has set up a dedicated (concurrent) unit responsible for promoting
corporate social responsibility, coordinating operations, and reporting regularly
to the Board of Directors.


No material disparity.
3.
Environment Issues
(1)
Has the Company established an appropriate environmental
management system based on its industrial characteristics?
(2)
Is the Company committed to enhancing the utilization efficiency
of various resources while using recycled materials with low
impact on the environment?
(3)
Has the Company assessed the current and future potential risks
and opportunities of climate change to the Company and taken
measures to respond to climate-related issues?
(4)
Has the Company taken statistics on greenhouse gas emissions,
water consumption and total weight of waste in the previous two
years and formulated policies for energy conservation and
carbon reduction, greenhouse gas reduction, water reduction or
other waste management?





ˇ
ˇ
ˇ
ˇ

(1)
The Company has introduced the ISO14001 environmental management
system and cooperated with the government to continuously carry out
domestic and industrial waste sorting, recycling, and reduction policies.
(2)
The Company is committed to improving the utilization efficiency of
various resources, including promoting electronic operations, utilization of
document management, standardized document electronic transformation
and paper recycling, etc., to reduce resource consumption. In addition, a
measure restricting the usage of air conditioning for indoor temperature
under 28 degrees Celsius has been effected.
(3)
The Company always pays attention to the impact of climate change on
operation, and regularly checks and formulates energy saving and carbon
reduction and greenhouse gas reduction policies for greenhouse gases on
an annual basis.
(4)
The greenhouse gas emissions, water consumption and total weight of
waste have been counted in the previous two years, with relevant
regulations for energy saving and carbon reduction, greenhouse gas
reduction, water consumption reduction, and other waste management
formulated to implement corporate social responsibility.














(1)
No material
disparity.
(2)
No material
disparity.
(3)
No material
disparity.
(4)
No material
disparity.
4.
Social Issues
(1)
Has the Company formulated relevant management policies and
procedures in accordance with relevant laws and regulations and
international human rights conventions?


ˇ

(1)
The Company has formulated various management policies and procedures
in accordance with various labor laws and international human rights
conventions to ensure the rights and of employees.


(1)
No material
disparity.

35

Appraisal Items Operation Status(Note1) Operation Status(Note1) Operation Status(Note1) Disparity with Corporate
Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies and Reasons
for Such Disparity
Yes No Summary Descriptions (Note2)
(2)
Has the Company formulated and implement reasonable
employee welfare measures (including salary and compensation,
vacation, and other benefits, etc.), and appropriately reflected
operating performance or results in employee compensation?
(3)
Has the Company provided employees with a safe and healthy
working environment and provided employees with regular safety
and health educations?
(4)
Has the Company established an effective career development
training program for employees?
(5)
With regards to customer health and safety, customer privacy, and
marketing and labeling of products and services, has the
Company complied with relevant laws and regulations and
international standards, and formulated relevant consumer
protection policies and grievance procedures?
(6)
Has the Company formulated supplier management policies
requiring suppliers to comply with relevant regulations on issues
e.g. environmental protection, occupational safety and health,
or labor human rights? In addition,how is the implementation?













ˇ
ˇ
ˇ
ˇ
ˇ
(2)
Reasonable employee welfare mechanism has been promulgated and
implemented, with employee evaluations conducted, to accurately reflect
operating performance in employee welfare and compensation.
(3)
The Company is committed to providing employees with a safe and healthy
working environment, implementing safety and health education on a
regular basis through training for new recruits and orientation, on-the-job
education training opportunities.
(4)
The Company regards employees as important assets, cultivating talents
through on-the-job training at various functions.
(5)
The Company’s products and services have been regulated in accordance
with international laws and regulations, with business unit designated for
handling quality and customer grievances.
(6)
The Company selects qualified suppliers following "Regulations
Governing Supplier Management and Evaluation". Suppliers shall comply
with the ISO quality and environmental management system. The
Companytakes regular audits on supplier compliance.









(2)
No material
disparity.
(3)
No material
disparity.
(4)
No material
disparity.
(5)
No material
disparity.
(6)
No material
disparity.
5.
Has the Company referred to the internationally accepted standards or
guidelines for the preparation of reports to prepare reports disclosing
the Company's non-financial information, such as CSR reports? Has the
aforementioned reports obtained the validation or assurance opinion of
the third-partyverification body?




ˇ
The Company’s CSR Report and relevant information have been reviewed and
revised by the CSR team in accordance with the AA 1000 AS-Type1 and
application indicators under core options of GRI STANDARDS before
submitting to a third party for verification.



No material disparity.
6.
In case the Company has set forth its own CSR principles following “Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies”, please describe its
operation and its disparitywith the setprinciples: No material disparity.
7.
Other important information helpful in understandingthe Operation Status of CSR: None.

Note 1: If “Yes” is ticked in Operation Status, please specify the important policies, strategies, measures and implement as adopted; if “No” is ticked, please explain the cause, and specify the plans relevant to policies, strategies and measures taken in the future.

Note 2: In case the Company has prepared CSR Report, notes on “Inquiry of CSR Report” or indices and pages may be made in lieu of details in Summary Descriptions.

Note 3: Materiality refers to environmental, social, and corporate governance issues causing material impacts to investors and other stakeholders of the Company.

36

6. Status of the Company’s Fulfillment of Ethical Management and Measures Adopted:

Appraisal Items Operation Status(Note) Operation Status(Note) Operation Status(Note) Disparity with Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and
Reasons for Such Disparity
Yes No Summary Descriptions
1.
Formulating Ethical Management Policies and Plans
(1)
Has the Company formulated the ethical management policy
approved by the Board of Directors, and clearly indicated the
ethical management policy and practice in its regulations and
external documents, with commitment of active implementation
of the management policy by the Board of Directors and senior
management?
(2)
Has the Company formulated a risk assessment mechanism for
unethical conduct, regularly analyzing and evaluating business
activities at a higher risk of unethical conduct in the business
scope, and formulated plans in prevention of unethical conducts
which at least covers Article 7, Paragraph 2 of the "Ethical
Corporate
Management
"Best
Practice
Principles
for
TWSE/GTSM Listed Companies" Article 7 Paragraph 2?
(3)
Has the Company specified operating procedures, behavior
guidelines and punishments and appeal systems for violations
within the plans for preventing unethical conducts, and has
implemented
and
regularly
reviewed
and
revised
the
aforementioned plans?















ˇ
ˇ
ˇ

(1)
The Company has set forth "Rules for Ethical Management" and
"Operational Procedure for Ethical Management and Guide of
Conducts" to implement compliance with the Company Act and
relevant securities regulations and Board of Directors and
management's commitment to the ethical management policy.
(2)
The Company engages in business operations based on the
principles of fairness, integrity, and transparency. To fulfill the
ethical management policy and actively prevent unethical
conducts, the Company has promulgated "Rules for Ethical
Management", "Operational Procedure for Ethical Management
and Guide of Conducts” and "Code of Ethical Conduct", and, in
accordance with the Company's relevant disciplinary regulations,
put the relevant regulations into implementation. It has been
specifically specified in the "Operational Procedure for Ethical
Management and Guide of Conducts" that the directors,
supervisors, managers and employees and de-facto controllers are
prohibited from engagement in any business activities at a higher
risk of unethicalness as provided by Article 7, Paragraph 2 of the
“Ethical Corporate Management Best Practice Principles for
TWSE/GTSM Listed Companies'' or other business scopes.
(3)
The “Rules for Ethical Management” as promulgated by the
Company clearly states that no illegitimate benefits, or acts that
violate ethicalness, legality, etc., is allowed, and whistleblowing on
any illegal or ethical conduct that violates the Code of Conduct is
encouraged. In addition, advocacies on the importance of ethical
conducts to the directors and employees shall be taken regularly.
The aforementioned plan shall, in accordance with the methods for
assessing the risk of unethical conduct, reviewed with the
appropriateness and effectiveness of the prevention plan on a
regular basis,with appropriate adjustments or amendments made.









(1)
No material disparity.
(2)
No material disparity.
(3)
No material disparity.
2.
Fulfilling Ethical Management
(1)
Has the Company assessed the ethics records of its counterparties
and specify the ethical conduct clauses in the contracts signing
with its counterparties?
(2)
Has the Company set up a dedicated unit to promote corporate
ethical management under the Board of Directors, who regularly
(at least once ayear)report to the Board of Directors on its ethical





ˇ
ˇ
(1)
The Company has assessed the ethics records of its counterparts and
has not found any specific records of unethicalness in the
transactions.
(2)
The Company’s promotion and audit of ethical management is
mainly conducted by internal auditors on a regular basis, with




(1)
No material disparity.
(2)
No material disparity.

37

Appraisal Items Operation Status(Note) Operation Status(Note) Operation Status(Note) Disparity with Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and
Reasons for Such Disparity
Yes No Summary Descriptions
management policies, plans for preventing unethical conduct,
and supervision and implementation?
(3)
Has the Company formulated a policy for prevention of conflicts
of interest, while providing appropriate channels for claim, and
has implemented it?
(4)
Has the Company established an effective accounting system and
an internal control system for the implementation of ethical
management, with the internal audit unit drawing up relevant
audit plans based on the results of the assessment of the risk of
unethical conducts, which are adopted in examinations of
compliance with prevention of unethical conducts, or has the
Company consigned a CPA for such examination?
(5)
Has the Company regularly organized internal and external
education training on ethical management?










ˇ
ˇ
ˇ
reports prepared and reporting to the Board of Directors on a regular
basis.
(3)
The Company has set forth “Rules for Ethical Management”,
"Operational Procedure for Ethical Management and Guide of
Conducts" and "Guidelines for Ethical Conducts" to provide
appropriate statement channels and active explanations for
directors, supervisors, and managers in case of relevant conflicts of
interests.
(4)
The Company has established an accounting system and an internal
control system, with implementations fulfilled. In addition, based
on the results of the assessment of the risk of unethical conduct,
internal auditors formulate an audit plan that includes audit objects,
scope, items, frequency, etc., for examining the compliance of the
prevention plan; the examination result shall be reported to the
senior management and the responsible unit of ethical management,
with audit report prepared and submitted to the Board of Directors.
In addition, the Company conducts annual review and revision
operations to ensure the continuous effectiveness of the system
design and its implementation to establish a good Corporate
Governance and risk control mechanism as the foundation for
evaluating the effectiveness of the overall Internal Control system
and issuing an Internal Control system statement.
(5)
The Company has actively advocated ethical management to its
employees, though it has not regularly organized education training
on ethical management.





















(3)
No material disparity.
(4)
No material disparity.
(5)
Planning.
3.
Operation Status of the Company’s Whistleblowing System
(1)
Has the Company formulated a specific whistleblowing and
reward system and established a convenient whistleblowing
channel, while designating appropriate acceptance personnel for
the reported subject?
(2)
Has the Company formulated standard operating procedures for
the investigation of reported matters, follow-up measures to be
taken after the investigation has been completed, and related
confidentiality mechanisms?
(3)
Has the Company taken measures to protect whistleblowers
from receiving inappropriate dispositions as a result of
whistleblowing?






ˇ
ˇ
ˇ
(1)
The Company has set up “Operational Procedure for Ethical
Management and Guide of Conducts" specifying the matters that
the Company personnel shall pay notice to when performing
business and has established a dedicated unit responsible for the
implementation and supervision of related operations.
(2)
In accordance with “Guidelines for Ethical Conducts”, the
Company conducts the investigation standard operational
procedures and related confidentiality mechanisms for the
investigation of reported matters, but all grievances are handled
with prudence and confidentiality. However, the Company still
planning a specific whistleblowing and reward system.
(3)
In accordance with the "Guidelines for Ethical Conducts", the
Company upholds its responsibilities in keeping confidentiality to









(1)
No material disparity.
(2)
Planning.
(3)
No material disparity.

38

Appraisal Items Operation Status(Note) Operation Status(Note) Operation Status(Note) Disparity with Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and
Reasons for Such Disparity
Yes No Summary Descriptions
informants, and measures to prevent informants from receiving
inappropriate dispositions as a result of whistleblowing.
4.
Reinforcing Information Disclosure
Has the Company disclosed on its website and MOPS the content of its
code of ethical management and itspromotion effectiveness?

ˇ
The Company has disclosed relevant information on MOPS and the
Companywebsite.
No material disparity.
5.
Where the Company has promulgated its own Guidelines for Ethical Management in accordance with “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed
Companies”, please specifyits operations and its disparityfrom the setguidelines: No material disparity.
6.
Other important information helpful in understanding the Operation Status of the Company’s ethical management: (e.g., the Company’s reflection and revision on its own Guidelines for
Ethical Management): No material disparity.

Note: Operation Status shall be specified in the Summary Description column, no matter “Yes” or “No” is ticked.

  1. Where the Company has promulgated Corporate Governance guidelines and relevant rules and regulations, relevant query methods shall be disclosed: (1) The Company has promulgated relevant Corporate Governance rules and regulations including “Guidelines for Governance Practices”, “Guidelines for Corporate Social Responsibility Practices”, “Rules for Ethical Management”, “Operational Procedure for Ethical Management and Guide of Conducts” and “Guidelines for Ethical Conducts”, etc.

  2. (2) The above mentioned relevant Corporate Governance rules are disclosed on the Company Website http://www.hota.com.tw/tw/transmission/service.php?c1=2&c2=6.

  3. Other important information sufficient to enhance understandings to Corporate Governance Operation Status shall be disclosed altogether: Concerning information sufficient to enhance understandings to Corporate Governance Operation Status, all are disclosed via MOPS or the Company website.

39

(1) Internal Control Statement

9. Internal Control System Implementation Condition

Hota Industrial Mfg. Co., Ltd. Internal Control System Statement

Date: March 17, 2020

The statement concerning the Company’s 2020 internal control system is made as follows in accordance with independent examination:

  1. The Company has authentic knowledge that establishment, enforcement and maintenance of internal control system is of the liability of the Company’s Board of Directors and Managerial Officers and has established such system. The purpose of such system is to provide reasonable assurance over the effects and efficiency of operations (incl. profit, performance and guarantee of asset safety, etc.), reliability of financial report and compliance with relevant law and regulations.

  2. The internal control system has its congenital limitations, and an effective internal control may only provide reasonable assurances for achievement of the aforesaid three goals; in addition, due to changes in the environment and circumstances, effectiveness of internal control system may be varied accordingly. However, the internal control system of the Company contains a self - supervision mechanism where the Company may immediately adopt rectification upon identification of defects.

  3. The Company identifies the validity of designs and executions of the internal system in accordance with identification items for internal control systems as provided by “Regulations Governing Establishment of Internal Control Systems by Public Companies” (hereinafter “Regulations” ). The identification items for internal control systems as adopted by these “Regulations” are the divided five composition factors from the internal control system by the process of management control: 1. Control Environment; 2. Risk Assessment and Responses; 3. Control Conduct; 4. Information and Communication; and 5. Supervision. Each constitution factor further include multiple items. For the aforesaid items, please refer to provisions in the “Regulations”.

  4. The Company has adopted the aforesaid internal system identification items to examine the design and validity of execution for the internal control system.

  5. The Company has, on basis of the examination result as mentioned in the preceding paragraph, recognized on December 31, 2020 that the internal control system (containing supervision and management to its subsidiaries), including the acknowledgement over degree of achievement of operation effects and efficiency goals, reliability of financial reports and relevant laws and regulations as well as design and execution of other internal control system as valid, and may reasonably ensure the achievement of aforesaid goals.

  6. This statement will become the main content of the Company’s annual report and prospectu s, and shall be externally disclosed. Should there be illegitimate matters for falsification, coverup, etc., such event will constitute violation of Articles 20, 32, 171 and 174 of the Securities and Exchange Act.

  7. This statement has been adopted by passage at the Board of Directors meeting on March 17, 2021, in which the 13 attending directors contains 0 directors holding objection, and the remaining have agreed the contents of this statement and is hereby certified

Hota Industrial Mfg. Co., Ltd.

SHENG, KUO-JUNG President: CHEN, CHUN-CHIH

Note 1: In case there is material defect in the Design and execution of a public company’s internal system, such defect shall be described in an additional section at paragraph 4 of its internal control system statement, with material defects discovered in the independent examination and the Company’s rectification actions and status currently adopted for the assets and liabilities listed and described. Note 2: The date of statement shall be “ the end of a fiscal year”.

  • (2) Where the Company entrusts accountants in reviewing the internal control system under project, an accountant review report shall be disclosed: No such occurrence in the Company.

40

  1. Penalties to the Company and its internal personnel, penalties to the Company and its internal personnel for violation against internal control system rules, major defects, and improvement status in the most recent year and as of the date of publication of annual report: None

  2. Important Resolutions by the Shareholders’ meeting and the Board of Directors’ meeting in the Most Recent Year and as of the date of publication of annual report.

Meeting
Date
Meeting Type Important Resolutions
2020/03/19 Board of
Directors
1. Time, Location and Meeting Procedure for the 2020 Regular Shareholders’
Meeting.
2. To Review Business Report, Parent-Company Only Financial Report and
Consolidated Financial Report of 2019.
3. 2019 Internal Control System Statement.
4. 2019 Retained Earnings Distribution.
5. 2019 Employees’ and Directors’ Compensation Distribution.
6. To Review the List of Candidates for Directors of the Company.
7. Removal on Con-Competing Limitations to the Company’s Directors.
8. To make loan of funds and refunding to the Company’s sub-subsidiary
HOWON POWERTRAIN CO., LTD.
9. To determine the appropriateness of hedging exchange rate risks through the
use of financial derivatives instruments in 2020.
10. Application of funding credit line to financial institutions by the Company.
11. To Amend Partial Articles of the Company’s “Articles of Incorporation”.
12. To Amend Partial Articles of the Company’s “Regulations Governing
Appointment of Independent Directors and Compliance Matters “.
13. To Promulgate the Company’s “Operation Regulations Governing Financial
Report Preparation Process Management”.
14. The Company’s Applicable Manager Change and Salary Plans.
Resolution Status:
Attendance by the Independent Directors: Directors Huang, Hsien-Chou and Liao,
Shu-Zhong have attended.
Opinions of Independent Directors: None.
Handling of Independent Directors’ Opinions by the Company: None.
Resolution: adopted by passage from all attendingdirectors.
2020/03/26 Special Board of
Directors
Meeting
Proposal of Buyback of the Company’s Shares for Maintenance of Company
Credit and Shareholders’ Equity.
Resolution Status:
Attendance by the Independent Directors: Directors Huang, Hsien-Chou and Liao,
Shu-Zhong have attended.
Opinions of Independent Directors: None.
Handling of Independent Directors’ Opinions by the Company: None.
Resolution: adopted by passage from all attendingdirectors.
2020/05/14 Board of
Directors
Application of funding credit line to financial institutions by the Company.
Resolution Status:
Attendance by the Independent Directors: Director Chueh, Ming-Fu, Director
Huang, Hsien-Chou, and Director Liao, Shu-Zhong have all attended.
Opinions of Independent Directors: None.
Handling of Independent Directors’ Opinions by the Company: None.
Resolution: adopted by passage from all attendingdirectors.
2020/06/10 Board of
Directors
By-election of the Company’s Chairman and Vice Chairman.
Resolution Status:
Attendance by the Independent Directors: Director Chueh, Ming-Fu, Director Liu,
Zheng-Huai, and Director Cheng, Wen-Zheng have all attended.
Opinions of Independent Directors: None.
Handling of Independent Directors’ Opinions by the Company: None.
Resolution: adopted by passage from all attendingdirectors.
2020/06/10 Regular
Shareholders’
Meeting
Matters for Report:
1. 2019 Business Report.
2. Audit Committee Review in 2019 financial statements.
3. Report on Distribution of Employees’ Compensation and Directors’
Compensation in 2019.
Status of Subsequent Implementation:
Employees’ and Directors and Supervisors’ Compensation of 2019 has been
adopted by the Board of Directors through resolution and distributed on August
10,2020.
Matters for Rectification:

41

Meeting
Date
Meeting Type Important Resolutions
1. To Ratify financial statements of 2019.
2. To Ratify Retained Earnings Distribution of 2019.
Status of Subsequent Implementation:
The Retained Earnings Distribution of 2019 has, following passage by the
shareholders’ meeting, distributed in wire transfer or checks denoting
“Nonnegotiable” delivered via registered mails by Agency for Stock Affairs,
MasterLink Securities Co.,Ltd. under commission on July31,2020.
Matters for Discussion 1:
To amendpartial articles of theCompany’s “Articles of Incorporation”
Matters for Election:
By-election of theCompany’s Directors.
Matters for Discussion 1:
Removal on Con-CompetingLimitations to theCompany’s Directors
2020/08/13 Board of
Directors
1. Application of funding credit line to financial institutions by the Company.
2. To conduct the Company’s 3rd Cancellation on Buyback of Treasury Shares
and Setting of Record Dates for Decrease of Capital.
3. to Change the CPA for Auditing and Attesting for the Company.
4. To make loan of funds to the Company’s supplier YUNG-CHIN DEVELOP
FORGING CO., LTD.
5. Application for offering endorsement and guarantee to the Company’s sub-
subsidiary HOWON POWERTRAIN CO., LTD.
6. To appoint the Company’s Salary and Compensation Committee Members
7. To Promulgate the Company’s “Implementation Procedure for Buyback of
Treasury Shares”.
8. To amend partial articles of Rules of Procedure for the Board of Directors
Meetings.
9. To Amend Partial Articles of the Company’s “Audit Committee Organic
Regulations”.
10. To Amend Partial Articles of the Company’s “Salary and Compensation
Committee Organic Regulations”.
Resolution Status:
Attendance by the Independent Directors: Directors Chueh, Ming-Fu, Liu, Zheng-
Huai and Cheng, Wen-Zheng haver all attended.
Opinions of Independent Directors: None.
Handling of Independent Directors’ Opinions by the Company: None.
Resolution: adopted by passage from all attendingdirectors.
2020/09/10 Board of
Directors
1. To Ratify Applications of Offering Endorsement and Guarantee to the
Company’s Subsidiary Wuxi Hota Precision Gear Co., Ltd.
2. Addition of the Company’s CEO role.
3. To conduct New Share Issuance through Cash Capital Increase in 2020.
Resolution Status:
Attendance by the Independent Directors: Directors Liu, Zheng-Huai and Cheng,
Wen-Zheng have attended.
Opinions of Independent Directors: None.
Handling of Independent Directors’ Opinions by the Company: None.
Resolution: adopted by passage from all attendingdirectors.
2020/11/12 Board of
Directors
1. Application of funding credit line to financial institutions by the Company.
2. The Company’s Audit Plans for 2021.
3. To Ratify the distribution of Company’s Managers’ and Employees’
Compensation and Bonus.
4. The Company’s Gains or Losses for Annual Operation Plans Budget in 2021.
5. To evaluate the Independence of CPAs of the Company.
6. To make loan of funds to the Company’s supplier Jian-Li Enterprise Co., Ltd.
7. To conduct joint construction and development of lands in Chiayi Dapumei
Precision Park with Kao Fong Machinery Co., Ltd.
8. The Company’s Applicable Manager Change and Salary Plans.
Resolution Status:
Attendance by the Independent Directors: Directors Chueh, Ming-Fu, Liu, Zheng-
Huai and Cheng, Wen-Zheng have all attended.
Opinions of Independent Directors: None.
Handling of Independent Directors’ Opinions by the Company: None.
Resolution: adopted by passage from all attendingdirectors.
110/03/17 Board of
Directors
1. Time, Location and Meeting Procedure for the Company’s 2021 Regular
Shareholders’ Meeting.

42

Meeting
Date
Meeting Type Important Resolutions
2. To review the Company’s Business Report, Parent-Company Only Financial
Report and Consolidated Financial Report of 2020.
3. The Company’s Internal Control System Statement of 2020.
4. The Company’s Retained Earnings Distribution of 2020.
5. Cash Distribution of the Company’s Additional Paid-in Capital of 2020.
6. Distribution of Employees’ Compensation and Directors’ Compensation the
Company of 2020.
7. To determine the appropriateness of hedging exchange rate risks through the
use of financial derivatives instruments in 2021.
8. To Ratify the Company’s application for credit of line for funding to financial
institutions.
9. To Ratify the Company’s increase in loan through syndicated loans by the
banks.
10. To amend partial articles of the Company’s “Rule of Procedure for
Shareholders’ Meeting”.
11. To add partial articles to the Company’s “Operational Procedure for Loaning
of Funds to Others”.
12. To amend partial articles of the Company’s “Code of Corporate Governance
Practices”.
13. To amend partial articles of the Company’s “Regulations Governing
Performance Appraisal on the Board of Directors”.
14. The Company’s Applicable Manager Change and Salary Plans.
Resolution Status:
Attendance by the Independent Directors: Directors Chueh, Ming-Fu, Liu, Zheng-
Huai and Cheng, Wen-Zheng have all attended.
Opinions of Independent Directors: None.
Handling of Independent Directors’ Opinions by the Company: None.
Resolution: adopted by passage from all attendingdirectors.
  1. Director or supervisors expressing different opinions over Important Resolutions as adopted by the Board of Directors and have records or written statements and their main contents in the most recent year and as of the date of publication of annual report: None.

  2. Compilation of resignations and dismissals of personnel relevant to the Financial Report (incl. Chairman, President, Accounting Manager, financial supervisor, internal audit supervisor, Corporate Governance supervisor and R&D supervisor, etc.) in the most recent year and as of the date of publication of annual report : No such occurrence in the Company.

(V) Information on CPA Professional Fees

Amount Unit: NTD Thousand

Name of
Accounti
ngFirm
Name of CPA Public
Expenses
for Audit
Non-Public Expenses for Audit Non-Public Expenses for Audit Non-Public Expenses for Audit Auditing Period
of the CPA
Remarks
System
Design
Business
Registration

Human
Resources
Others
(Note 2)
Subtotal
PwC
Taiwan
Wu, Sung-Yun
Hsu, Chien-Yeh

2,600
407 407 2020year Transfer Pricing Fees in 2020 at
NTD 190 Thousand; Traavel
Expense at NTD 117 Thousand;
Professional Charge for Cash
Capital Increase Review at NTD
100 Thousand

Note 1: In case the Company has made replacements to the accountant or CPA firm, the audit periods shall be listed separately and the reason for such replacement shall be specified in the Remarks column, with information of audit or non-audit professional charges paid disclosed in order.

  • Note 2: Non-audit professional charges shall be listed separately by service items; in case the “Other” under the non-audit professional charges amounts to 25% or more to the total professional charge for non-audit matters, the service contents shall be listed in the Remarks column.

  • (1) Where the non-audit professional charge paid to the CPA, the CPA firm the CPA is affiliated to and its related companies accounts for over one-fourth of the audit professional charge, amounts of audit and non-audit professional charges and contents of non-audit services shall be disclosed: No such occurrence in the Company.

  • (2) Where the CPA firm has been replaced and the professional charge of audit paid in the year the replacement is made is reduced compared to the amount paid in the year preceding year, the amount reduced, proportion and reasons for the professional charges of audit shall be disclosed: No such occurrence in the Company.

  • (3) In case the professional charge for audit for the current year is reduced by 15% or more compared to the preceding year, the amount reduced, proportion and reasons for such professional charge of audit shall be disclosed: No such occurrence in the Company.

(VI) Information on Replacement of Certified Public Accountants: No such occurrence in the Company.

43

  • (VII) In case any Chairman, President, manager responsible for financial or accounting affairs has been employed in the CPA firm the CPA is affiliated to or its related companies, name, role, and the period for services at the CPA firm the CPA is affiliated to, or its related companies shall be disclosed: No such occurrence in the Company.

  • (VIII) The State of Any Transfer of Equity Interests And/or Pledge of or Change in Equity Interests by a Director, Supervisor, Managerial Officer, or Shareholder with a Stake of More Than 10 Percent During The Most Recent Fiscal Year or During the Current Fiscal Year up to the Date of Publication of the Annual Report.

  • Changes in Share Ownership of Directors, Supervisor, Managers and Major Shareholders:

Unit: Share

職稱 姓名 2020 2020 As at March 31, 2021 As at March 31, 2021
Shareholding
Increase/Decrease
Pledged Shares
Increase/Decrease

Shareholding
Increase/Decrease

Pledged Shares
Increase/Decrease
Chairman Sheng, Kuo-Jung 1,500,000 (19,200)
Director Lin, Yen-Huey 2,000,000 260,882
Director Lin, Mei-Yu 108,000
Director Wang, Hui-O (27,000) 18,272
Director Huang, Feng-I 149,000
Director Central Investment Co., Ltd. 1,359,766
Representative: Chang, Yu-Jeng 5,094
Representative: Chang, Tian-Han
Representative:
Lin, Yue-Hong
(Reassigned on 2020/6/17)
22,247
Director Kao FongMachineryCo.,Ltd. 340,000 484,843
Representative: Sheng, Chien-Chih 76,572 77,000
Director Hao-Qing Investment Ltd. 5,924
Representative: Sun, Yong-Lu 39,000 93,791
Director Tsai, Yu-Kung 16,636 (20,000)
Independent
Director

Chueh, Ming-Fu
Independent
Director

Cheng, Wen-Zheng
(Assumed Office on 2020/6/10)
Independent
Director

Liu, Zheng-Huai
(Assumed Office on 2020/6/10)
Independent
Director

Liao, Shu-Zhong
(Relieved Office on 2020/6/10)
Independent
Director

Huang, Hsien-Chou
(Relieved Office on 2020/6/10)
President Chen, Chun-Chih 17,027
Vice
President
Sun, Cheng-Zhi 808
Vice
President
Shen, Shui-Hsiang 67,329
Senior
Manager
Chen, Tang-Ping 62
Senior
Manager
Liu, Jian-Yi
Senior
Manager
Wu, Zhao-He
Senior
Manager
Chang, Ren-You
Accounting
Manager

Chen, Tai-Lin

Note: The Company has established its Audit Committee to replace supervisors since June 14, 2017.

44

  1. Information in the transfer of equity interests:
Name
(Note 1)
Reason for
Stock Right
Transfer
(Note 2)
Transaction
Date
Trading
Counterpart
Relation of Trading
Counterpart to Directors,
Supervisors, Managerial
Officers and Shareholders
holding more than 10% of
the OutstandingShares
Number
of
Shares
Trading
Price
Sheng,
Kuo-Jung
Disposition 2021/3/30 Sheng,
Chien-Chih
Sheng, Kuo-Jung
(Daughter)
19,200 2,198,400

Note1: Refers to Names of the Company’s Directors, Supervisors, Managerial Officers and Shareholders holding more than 10% of the Outstanding Shares to be entered in.

Note2: Refers to acquisition or disposition to be entered in.

  1. Information in the pledge of equity interests:
As of April 12,2021 As of April 12,2021 As of April 12,2021
Name
(Note 1)
Reason for
Changes in
Pledge
(Note 2)


Change Date
Trading Counterpart Relation of Trading
Counterpart to
Directors,
Supervisors,
Managerial Officers
and Shareholders
holding more than
10% of the
OutstandingShares
Number of
Shares
Shareholding
Ratio
(%)

Pledge
Ratio
(%)
Amount
Pledged
(Redeemed)
Sheng, Kuo-Jung Pledge 2020/11/17 Jih Sun International Bank
Northern Taichung
Branch

Sheng, Chien-Chih
(Daughter)
1,500,000 1.42 37.90
Sheng, Chien-Chih Pledge 2021/01/18 E-SUN Bank Dadun
Branch
Sheng, Kuo-Jung
(Father)
77,000 0.06 43.59
Lin, Yen-Huey Pledge 2014/9/29 Jih Sun International Bank
Northern Taichung
Branch

None
1,200,000 1.36 84.16
2020/9/28 1,180,000
2020/9/29 620,000
2020/9/30 200,000
Tsai, Yu-Kung Pledge 2014/9/29 Mega Bank Northern
TaichungBranch
None 930,000 0.37 100

Note1: Refers to Names of the Company’s Directors, Supervisors, Managerial Officers and Shareholders holding more than 10% of the Outstanding Shares to be entered in.

Note2: Refers to Pledge or Redemption to be entered in.

45

(IX) Information on the Top 10 Holders of the company's Shares who Are Identified as Related Parties, Spouses or Relatives within Second-degree of Kinship:

Top 10 Holders of the Company and their Relationships as Related Parties

As of April8,2021 As of April8,2021 As of April8,2021
NameNote 1 Shares Held in Person Shares Currently Held by
Spouse Shares Held
Total Shares Held in
Shares Held
Top Ten Shareholders who
Are Related Parties,
Spouses, or Second-degree
RelativesNote 3
Remarks
Number of
Shares
Shareholding
Ratio
Number
of Shares
Shareholding
Ratio
Number
of Shares
Shareholding
Ratio
Title
(or Name)
Relationship
CathayLife Insurance Co.,Ltd. 16,946,039 6.06
Central Investment Co., Ltd.
Representative: Chang, Yu-Jeng
11,985,241 4.29
74,246 0.03 Same as 5th
Largest
Shareholder
Representat
ive
Chien-Zhan Co., Ltd.
Representative: Shen, Chien-Yu
11,257,945 4.03
16,085 0.01 Sheng,
Kuo-Jung
Father &
Daughter
Fu, Di-Chen 10,586,699 3.79
Central Motor Co., Ltd.
Representative: Chang, Yu-Jeng
7,398,108 2.65
74,246 0.03 Same as
2nd Largest
Shareholder
Representat
ive
Chunghwa Post Co., Ltd. 7,228,524 2.59
Kao Fong Machinery Co., Ltd.
Representative: Sheng, Kuo-Jung
7,066,239 2.53
3,957,867 1.42 37,140 0.01 Chien-Zhan
Co., Ltd.
Representat
ive: Shen,
Chien-Yu
Father &
Daughter
Weng, Qing-Biao 5,870,042 2.10
New Labor Pension Fund 4,496,357 1.61
Sheng, Kuo-Jung 3,957,867 1.42 37,140 0.01 Chien-Zhan
Co., Ltd.
Representat
ive: Shen,
Chien-Yu
Father &
Daughter

(X) Number of shares held by the company, directors, Supervisor, managers and entities directly or indirectly controlled by the company in the same reinvestment entity as well as consolidated shareholding ratio.

consolidated shareholding ratio

consolidated shareholding ratio consolidated shareholding ratio consolidated shareholding ratio consolidated shareholding ratio
Unit: Share
Investment in other companies
(Note)

Investments of the
Company
Investments of Directors,
Supervisors, Managers and
directly or indirectly
controlled businesses
Total Investments
Number of
Shares
Shareholding
Ratio

Number of
Shares
Shareholding
Ratio
Number of
Shares
Shareholding
Ratio
Kao Fong Machinery Co., Ltd.
838,878
0.78 20,190,535 18.69 21,029,413 19.47

Note refers to long-term investments assessed by the Company under equity method.

46

IV. Funding Status (I) Capital & Shares 1. Sources of capital

Unit: NTD Thousands (excl. shares counted at NTD) As of April 8, 2021

Year/Month Issued Price Authorized Share Capital Authorized Share Capital Paid-in Capital Paid-in Capital Remarks Remarks

Number of
Shares
Amount Number of
Shares
Amount Source of Capital Capital
Increased by
Assets Other
than Cash
Others
March 2009 10 350,000,000 3,500,000 123,559,365 1,235,594
Capital Decrease at $ 5,300
Corporate Bond Transfer to Shares $ 1,115
(1)
July 2009 10 350,000,000 3,500,000 173,771,400 1,737,714
Type D Preferred Shares through Private
Placement for Cash Capital Increase at157,800
(Note 3)
Corporate Bond Transfer to Shares at $ 344,320

(2)
January 2010 10 350,000,000 3,500,000 174,080,280 1,740,803 Corporate Bond Transfer to Shares at $ 3,089 (4)
May 2010 10 350,000,000 3,500,000 200,310,280 2,003,103
Type E Preferred Shares through Private
Placement for Cash Capital Increase at262,300
(Note 6)

(5)
May 2013 10 350,000,000 3,500,000 192,420,280 1,924,203 Type D Preferred Shares through Private
Placement for Capital Decrease at78,900.
(7)
November 2013 10 350,000,000 3,500,000 224,233,005 2,242,330
Earning Transferred to Capital at110,810
Corporate Bond Transfer to Shares at $ 207,317
(8)
May 2004 10 350,000,000 3,500,000 225,297,094 2,252,971 Corporate Bond Transfer to Shares at $ 10,641 (9)
September 2014 10 350,000,000 3,500,000 232,024,084 2,320,241 Capital Surplus Transfer to Shares at $ 67,270 (10)
November 2014 10 350,000,000 3,500,000 232,240,297 2,322,403 Corporate Bond Transfer to Shares at $ 2,162 (11)
May 2015 10 350,000,000 3,500,000 234,956,513 2,349,565 Corporate Bond Transfer to Shares at $ 27,162 (12)
April 2017 10 350,000,000 3,500,000 254,956,513 2,549,565 Shares via Cash Capital Increase at $ 200,000 (13)
August 2020 10 350,000,000 3,500,000 254,517,513 2,545,175 Capital Decrease at $ 4,390 (14)
February 2021 10 350,000,000 3,500,000 279,517,513 2,795,175 Shares via Cash Capital Increase at $ 250,000 (15、註
16)

Note 1: Approved per 16 March 2009 Letter No. Jing-Shou-Shang-09801048520.

Note 2: Approved per 20 July 2009 Letter No. Jing-Shou-Shang- 09801168680.

Note 3: On July 30, 2009, a cash capital increase at 157,800,000 was made through issuance of preferred shares through private placement, with the total amount of private placement at NTD 102,570,000.

Note 4: Approved per 29 January 2010 Letter No. Jing-Shou-Shang-09901019460.

Note 5: Approved per 14 May 2010 Letter No. Jing-Shou-Shang-09901099780.

Note 6: May 14, 2010, a cash capital increase at 262,300,000 was made through issuance of preferred shares through private placement, with the total amount of private placement at NTD 236,070,000.

Note 7: Approved per 15 May 2013 Letter No. Jing-Shou-Shang-10201086560. Note 8: Approved per 27 November 2013 Letter No. Jing-Shou-Shang-10201235950. Note 9: Approved per 21 May 2014 Letter No. Jing-Shou-Shang-10301093110. Note 10: Approved per 30 September 2014 Letter No. Jing-Shou-Shang-10301198260. Note 11: Approved per 19 November 2014 Letter No. Jing-Shou-Shang-10301238140. Note 12: Approved per 1 May 2015 Letter No. Jing-Shou-Shang-10401062640. Note 13: Approved per 11 April 2017 Letter No. Jing-Shou-Shang-10601042200.

Note 14: Approved per 21 August 2020 Letter No. Jing-Shou-Shang-10901161830.

Note 15: Approved per 8 October 2021 Letter No. Financial-Supervisory-Securities-Corporate-1090359334.

Note 16: Placement extension with a period of 3 months is approved per 17 December 2020 Letter No. Financial-SupervisorySecurities-Corporate-1090377615.

2. Types of Shares

Unit: Share
Type of
Shares
AuthorizedShareCapital Remarks
Outstanding Shares UnissuedShares Total
Common
Shares
279,517,513(Listed) 70,482,487 350,000,000 -

47

3. Information Related to Shelf Registration

Type of
Securities
ExpectedQuantityIssued
Total Number
of Shares
Approval
Amount



4. ShareholderStructure
Shareholder
Structure
Quantity
Structure
Quantity
Government
Institution
Number of R&D
Personnel
0
Number of Shares
Held(Share)
0
shareholding ratio
(%)
0.00
Type of
Securities
ExpectedQuantityIssued ExpectedQuantityIssued ExpectedQuantityIssued QuantityIssued QuantityIssued QuantityIssued Issuance Purpose and
Expected Benefits of the
Issued Portion
Issuance Purpose and
Expected Benefits of the
Issued Portion
Expected Issuance
Period for the
Unissued Portion
Expected Issuance
Period for the
Unissued Portion
Remarks
Total Number
of Shares
Approval
Amount

Number
of Shares
Price
Shareholder
Structure
Quantity


Structure
Quantity
Government
Institution
Banking
Institutions
Other Legal
Persons
Individuals Foreign
Institution or
Foreigners
Total
Number of R&D
Personnel
0 47 216 37,636 171 38,070
Number of Shares
Held(Share)
0 39,607,127 56,633,949 147,536,170 35,740,267 279,517,513
shareholding ratio
(%)
0.00 14.17 20.26 52.78 12.79 100.00

Note: Primary exchange (or OTC) companies and emerging stock companies shall disclose their proportion of shareholding by Chinese capitals; “Chinese capitals” refer to persons, juristic persons, groups, other institutions in Mainland China or other companies engaging in investments at a third region, as provided in Article 3 of the Regulations Governing Permit to Investments in Taiwan by Mainland Chinese Persons.

5. Dispersion of Equity Ownership

Common Shares

Chinese capitals; “Chinese capitals” refer to persons, juristic persons, groups, other institutions in Mainland China or other
companies engaging in investments at a third region, as provided in Article 3 of the Regulations Governing Permit to Investments
in Taiwan by Mainland Chinese Persons.
. Dispersion of Equity Ownership
Common Shares
Chinese capitals; “Chinese capitals” refer to persons, juristic persons, groups, other institutions in Mainland China or other
companies engaging in investments at a third region, as provided in Article 3 of the Regulations Governing Permit to Investments
in Taiwan by Mainland Chinese Persons.
. Dispersion of Equity Ownership
Common Shares
Chinese capitals; “Chinese capitals” refer to persons, juristic persons, groups, other institutions in Mainland China or other
companies engaging in investments at a third region, as provided in Article 3 of the Regulations Governing Permit to Investments
in Taiwan by Mainland Chinese Persons.
. Dispersion of Equity Ownership
Common Shares
Chinese capitals; “Chinese capitals” refer to persons, juristic persons, groups, other institutions in Mainland China or other
companies engaging in investments at a third region, as provided in Article 3 of the Regulations Governing Permit to Investments
in Taiwan by Mainland Chinese Persons.
. Dispersion of Equity Ownership
Common Shares
April8,2021(parvalueNT$10 per share)
Shareholder Ownership Number of Shareholders
(People)
Number of Shares Held
(share)
Shareholding Ratio (%)
1
~
999 Shares

15,647

1,277,287

0.457
1,000
~
5,000 Shares

19,018
33,284,795 11.908
5,001
~
10,000 Shares

1,798
13,318,403 4.765
10,001
~
15,000 Shares

561

6,835,258
2.445
15,001
~
20,000 Shares

254

4,534,140
1.622
20,001
~
30,000 Shares

252

6,174,041

2.209
30,001
~
40,000 Shares

131

4,501,978
1.611
40,001
~
50,000 Shares

78
3,508,405 1.255
50,001
~
100,000 Shares

143
10,037,712
3.591
100,001
~
200,000 Shares

69
9,612,407
3.439
200,001
~
400,000 Shares

38
10,725,643 3.837
400,001
~
600,000 Shares

23
11,083,092
3.965
600,001
~
800,000 Shares

7

4,800,623
1.717
800,001
~ 1,000,000Shares

9
8,502,768 3.042
More than 1,000,001 Shares 54.137
Total 100.00

6. List of Major Shareholders

600,001
~
800,000 Shares
7
4,800,623
1.717
800,001
~ 1,000,000Shares
9
8,502,768
3.042
More than 1,000,001 Shares
54.137
Total
100.00
. List of Major Shareholders
600,001
~
800,000 Shares
7
4,800,623
1.717
800,001
~ 1,000,000Shares
9
8,502,768
3.042
More than 1,000,001 Shares
54.137
Total
100.00
. List of Major Shareholders
600,001
~
800,000 Shares
7
4,800,623
1.717
800,001
~ 1,000,000Shares
9
8,502,768
3.042
More than 1,000,001 Shares
54.137
Total
100.00
. List of Major Shareholders
April8,2021(Unit: Share)
Shares
Shares Name of Shareholder

Number of Shares
Held (share)
Shareholding Ratio
(%)
Cathay Life Insurance Co., Ltd. 16,946,039 6.06%
Central Investment Co., Ltd. 11,985,241 4.29%
Chien-Zhan Co., Ltd. 11,257,945 4.03%
Fu, Di-Chen 10,586,699 3.79%
Central Motor Co., Ltd. 7,398,108 2.65%
Chunghwa Post Co., Ltd. 7,228,524 2.59%
Kao Fong Machinery Co., Ltd. 7,066,239 2.53%
Weng, Qing-Biao 5,870,042 2.10%
New Labor Pension Fund 4,496,357 1.61%
Sheng,Kuo-Jung 3,957,867 1.42%

48

  1. Market Price per Share, Net Value, Earnings and Dividend Information within the Most Recent Two Years and up to the Date of Publication.
Unit: NTD;Thousand shares
Item Year
2019
2020 Current Year up to
April 30, 2021
(Note8)
Market
Price per
Share
(Note 1)
Highest 124.50 130.00 130.00
Lowest 84.10 65.90 102.00
Average 110.53 100.08 115.24
Net
Value per
Share
(Note 2)
Before Distribution 25.76 24.96 31.05

After Distribution
23.76 Note9 Not Applicable
Earnings
per Share

Weighted Average
Number of Shares
(Attributable to Common
Shares)
254,957 (Thousand
shares)/Before Dilution
255,143 (Thousand
shares)/After Dilution
254,625 (Thousand
shares)/Before Dilution
254,743 (Thousand
shares)/After Dilution
270,629 (Thousand
shares)/Before Dilution
270,693 (Thousand
shares)/After Dilution
EPS(Note 3) 2.55/Before Dilution
2.54/After Dilution
1.12/Before Dilution
1.12/After Dilution
0.20/Before Dilution
0.20/After Dilution
Dividend
per Share
Cash Dividend 2.00344966 Note 9 Not Applicable

Bonus
Shares
Stock Dividend
from Retained
Earnings
- Note 9 Not Applicable
Stock Dividend
from Capital
Surplus
- Note 9 Not Applicable
Cumulative
Undistributed Dividend
(NTD Thousand)(Note 4)
- - Not Applicable
Analysis
on RoE
Price–Earnings Ratio
(Note5)
43.35 89.36 Not Applicable
Price to Dividend
Ratio(Note6)
55.17 Note 9 Not Applicable
Cash Dividend Yield
(Note 7)
1.81 Note 9 Not Applicable

Where there is dividend distribution through capital increase transferred from Earnings or Capital Surplus, the market price and cash dividend information that is retroactively adjusted according to the number of shares issued shall be disclosed.

  • Note 1: List the highest and lowest market price for common shares of each year, and calculate the annual average market price by transaction values and volumes of each year.

  • Note 2: Please adopt number of shares issued at the end of the year as basis and list based on the distributions as resolved by the shareholders’ meeting in the upcoming year.

  • Note 3: Where retroactive adjustment is required due to bonus shares and the like, the EPS before and after adjustment shall be listed.

  • Note 4: Dividend. In case the undistributed dividend may be accumulated to the years with profits as provided by equity securities issuance terms, the cumulative undistributed dividend up to the current year shall be disclosed respectively.

  • Note 5: Price–Earnings Ratio =Average Close per Share of the Year/EPS.

  • Note 6: Price to Dividend Ratio=Average Close per Share of the Year/Cash Dividend per Share.

  • Note 7: Cash Dividend Yield=Cash Dividend per Share/Average Close per Share of the Year.

  • Note 8: Net value per share and EPS shall be listed with information of the most recent quarter as audited (reviewed) by CPAs up to the date of annual report publication; other columns shall contain the information of the current year up to the date of annual report publication.

  • Note 9: Earnings Distribution is yet to be adopted by the shareholders’ meeting.

  • Company Dividend Policy and Implementation Thereof

  • (1) The dividend policy set forth in the Articles of Incorporation:

The Company’s dividend policies intend to adopt the following approach: In consideration of the capital needs of the industry and for a sound financial structure, as well as in coordination with business growth, the Board of Directors of the Company consider the profitability and the original operational needs of the Company before proposing the Earnings distribution, and the total amount of shareholder dividends as included in the earnings distribution by the Board of Directors shall be between 30% and 80% of the

49

earnings distributable at the current year, in which the cash dividend shall not be less than 20% of the total shareholders’ dividend.

  • (2) Dividend distribution to be proposed to the shareholders' meeting:

    • A. The Board of Directors of the Company made a resolution on earnings distribution for the fiscal year of 2020 on March 17, 2021, which proposes cash dividends of NT$234,794,711, along with cash dividends of NT$72,674,554 from capital surplus.

    • B. The share distribution/interest distribution rate is calculated on the basis of the total number of outstanding shares at 279,517,513 shares; the actual amount distributable for every 1000 shares held is calculated based on the number of shares actually issued and outstanding on the ex-rights/dividend dates. In this case of earnings distribution, in case there are variations to the Company’s distributable number of shares [refers to number of convertible shares including convertible corporate bonds or convertible preferred shares or employee stock option certificate], resulting in corrections due to variations to interest distribution proportion for the shareholders’ share distribution, the Board of Directors under full authorization by the shareholders’ meeting is proposed.

    • C. The Chairman under authorization shall set forth the ex-dividend date after the resolution by the shareholders’ meeting. This cash dividend will be distributed in cash in the unit of NTD (portions lower than NTD 1 will be round off) by the Company; Fractional shares lower than NTD 1 will be recognized as other income of the Company.

  • (3) There is no expected event of major variations to dividend policies in the Company.

  • The effect of dividend distributions contemplated for the current fiscal year on company operating performance and EPS: Not Applicable.

  • Employees’ Bonus and Directors’ Compensation

  • (1) In accordance with Articles of Incorporation of the Company, after deducting accumulated losses from the current year’s profit, if there is a profit, the Company shall set aside no less than 2% as Employees’ Compensation, distributed in shares or cash as resolved by the Board of Directors. Qualification requirements of employees, including the employees of parents or subsidiaries of the company meeting certain specific requirements, entitled to receive shares or cash; the Company may, based on the amount of the above profit, distribute an amount not more than 5% as Director's compensation. Employee compensation and Director's compensation distribution shall be reported to the shareholders meeting. However, the loss shall have been covered before distributing Employees’ Compensation and Directors’ compensation in proportion to the preceding paragraph.

  • (2) The Company’s 2020 Employees’ Compensation and Directors’ Compensation are estimated as follows:

stimated as follows:
Distribution Items Amount
Employees’ Compensation(Cash) 6,716,248
Directors’ Compensation (Cash) 3,521,250
Total 10,237,498
  • (3) Proposals on Distribution of Employees’ Compensation 及 Directors’ Compensation as adopted by the Board of Directors:

  • As per profit in 2020 and estimated at 2.05% and 1.07% respectively, the Board of Directors has resolved to distribute Employees’ Compensation at NTD 6,716,248 and Directors’ Compensation at NTD 3,521,250 in cash.

  • (4) Actual Distribution of the Employees’ Bonus and Directors and Supervisors’ Compensation in the Preceding Year:

n the PrecedingYear:
Distribution Items Amount
Employees’ Compensation(Cash) 16,312,346
Directors’ Compensation (Cash) 7,548,690
Total 23,861,036

On May 14, 2020, the Board of Directors have resolved that the Company’s 2019 Employees’ Compensation is consistent with the amounts as stated on the 2019 Financial Statements; however, as the Group experienced a downturn in orders as impacted by COVID-19, to fulfill the Company’s operational capital, it was therefore adopted that an

50

NTD 2,000,000 is reduced for 2019 Directors’ Compensation, resulting in adjusted Directors’ Compensation at NTD 7,548,690.

11. Share Repurchases

The Company’s Buyback of Treasury Shares is implemented as follows:

Directors’ Compensation at NTD 7,548,690.
Share Repurchases
The Company’sBuybackof Treasury Shares is implemented
as follows:
Buyback Period Firstin 2020
Board of Directors Resolution Date 2020/03/26
Buyback Purpose Maintaining Company Credit
and Shareholders’ Equity
Buyback Duration 2020/3/27~2020/4/24
Price Interval for Buyback NTD60~90 perShare
Type ofShares Bought Back and TheirQuantities 439,000 Shares
Amount Represented bytheShares Bought Back NTD35,009,873
Ratio of Number of Shares Bought Back to Estimated
Buyback(%)
0.17%
Number of Shares with Cancellation Conducted and
Transferred
439,000 Shares
CumulativeNumber ofShares of theCompanyHeld 0 Shares
Ratio of Cumulative Number of Shares of the Company
Held to the TotalNumber ofShares Issued(%)
0%
  • (II) Issuance of Corporate Bonds: No such occurrence in the Company.

  • (III) Issuance of Preferred Shares: No such occurrence in the Company.

  • (IV) Issuance of Global Depository Receipts: No such occurrence in the Company.

  • (V) Issuance of Employee Stock Options and Restricted Employee Shares: No such occurrence in the Company.

  • (VI) Issuance of New Shares in Connection with the Merger or Acquisition of Other Companies: No such occurrence in the Company.

  • (VII) Implementation of Capital Allocation Plans: 2020 Issuance of New Shares through Cash Capital Increase.

  • Plan Item and Progress of Use:

Unit: NTD Thousands Unit: NTD Thousands
Plan Item Estimated
Completion Date
Total Amount
of Capital
Required
Expected Progress for Use of Funds
2020 2021
Q4 Q1
Repaying Bank
Borrowings
Q1 2021 2,250,000 1,500,000 750,000
  1. Implementation Status

Unit: NTD Thousands

Unit: NTD Thousands
Plan Item Implementation 2020
Q4
2021
Q1
Reasons for Advance or
Lagging Progress and
Improvement Plan
Repaying
Bank
Borrowings
Amount Used Estimated 1,500,000 750,000 In 2020 issuance of common
shares through cash capital
increase, a total of NTD
2,250,000 Thousand was
raised, and the stock price
for the raised amount was
fully collected on February
1, 2021 and used in repaying
Bank Borrowings in
February and March of the
same year, with repayment
receipt and slip obtained.
The plan of this fundraising
has been fully implemented.
Actual 0 2,250,000
Implementation
Progress
(%)
Estimated 66.66 33.34
Actual 0 100

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3. Reinforcing Debt Service Ability and Improving Financial Structure.

Item Year Before this Fundraising
(Q2 2020)
Completed in Implementation of
this Plan
(2021Q1)
Financial
Structure
Ratio of Liabilities to
Assets
64.05 52.46
Ratio of Long-Term
Capital to Property,
Plant and Equipment
110.37 130.82
Debt
Service
Ability
Current Ratio 94.62 143.64
Quick Ratio 52.94 92.82

This fundraising has received full stock prices on February 1, 2021 for collection of full funds, followed by repaying bank borrowings in Q1 2021; should the estimated repayment of amount and the current financing interest rates of various banks be estimated, it is expected that interest expenses can be reduced by approximately NTD 19,200 Thousand each year, which is of help in facilitating flexibility of use of capital while avoiding the erosion of the Company's profit upon interest rates raise and has a positive impact on the profitability of the Company, furthermore improving its liquidity and reducing its operational risks.

52

V. Operational Highlights (I) Business Content

  1. Scope of Business:

  2. (1) Main Business Contents of the Business Operated

    • A. Other Transport Equipment and Parts Manufacturing.

    • B. Mechanical Equipment Manufacturing.

    • C. Other Machinery Manufacturing.

    • D. Other Electrical Engineering and Electronic Machinery Equipment Manufacturing.

    • E. Motor Vehicles and Parts Manufacturing.

    • F. Bicycles and Parts Manufacturing.

    • G. Motor Vehicles and Parts Manufacturing.

    • H. Electrical Appliances and Audiovisual Electronic Products Manufacturing.

    • I. Electronics Components Manufacturing.

    • J. Wholesale and Retailing of Hardware.

    • K. Wholesale and Retailing of Construction Materials.

    • L. International Trade.

    • M. Medical Materials and Equipment Manufacturing, Wholesale and Retailing.

    • N. All business items that are not prohibited or restricted by law, except those that are subject to special approval.

  3. (2) Ratio of Main Products in Operations

    • 2020 Ratio of Main Products in Operations
Product Name Percentage%
Motorcycle Gears and Axles 5.23
Automotive Gears and Axles 89.01
Others 5.76
Total 100.00
  • (3) Items for Current Products and Services of the Company

  • A. Gears and Axles for Motorcycles.

  • B. Gear shaft, gearbox parts, differentials, torque conversion system, etc. for heavy trucks.

  • C. Parts for Reductive Drives.

  • D. Epicyclic Gearing Sets for CVT.

  • E. Transmission Gear and Axles for Motorcycles.

  • F. Oil Pump Gears and Axles.

  • G. ATV, mobility scooters and motorized wheelchairs.

  • H. Gear Hobbing Machine, beveler, Gear Hobbing Machine, gear mesh measuring machine, servo press and other automation CNC equipment, etc.

  • I. Components for Reductive Gears of Electric Cars.

  • J. Parts for Hydraulic Systems of Satellites.

  • K. Electromechanical system for Electric Cars.

  • (4) Items of New Products and Services Under Planned for Development

The Company has in recent years been making efforts in the orientation of product differentiation and market segmentation, committed to the development of products at high unit price and with high added value, while continuing in contributions of the development of green energy car-related components to maintain its competitive advantage in the market and stabilize number of customer orders. To respond to industrial upgrading and expand business, the Company has also successively purchased high-end precision machinery and detecting instruments, cultivated R&D and design talents, engaged in new product development, and shortened the development time to meet customer needs.

The R&D highlights of this year is on extending the R&D results of the preceding year, conducting R&Ds of high precision gears and relevant parts and components for various vehicles green-energy and environmental-friendly cars. The estimated products under R&D are as follows:

  • A. Parts and Components for US Automotive Auto Transmission.

  • B. Parts and Components for US Automotive Torque Converter.

  • C. Parts and Components for New Transmissions of High-End Motorcycles.

53

  - D. Oil Pump Gear for US Industrial Machines.

  - E. Parts for Gearboxes of US Agricultural and Construction Machinery.

  - F. US Patented Limited-slip Differential.

  - G. Parts and Components for European CVTs.

  - H. Parts and Components for Air Compressors in Brake Systems for Trucks.

  - I. Gear Hobbing Machine, shaving machines and beveling machines.

  - J. Various ATV, mobility scooters and medical aid scooters.

  - K. Parts and Components for reductive drive of US Electric Cars and their assembly.

  - L. Bevel gears, and assembly for bevel gear differentials.

  - M. Epicyclic Gearing Sets for Gearbox of Hybrid Cars.

  - N. New CNC Gear Hobbing Machines (outer radius 400mm), multi-functional gearing measurer, gear lapping machine (outer radius 260mm) and other gear intelligence production integration technology.

  - O. Parts and Components for Aeronautics and Space Industry.
  1. Industry Overview

  2. (1) Status Quo and Development of Industry

The Company is a professional manufacturer of transmission components for automobiles and motorcycles, with main scope of business in the manufacturing, processing and sales of gears, shafts and various transmission components for automobiles, trucks, motorcycles, agricultural machinery and forklifts, etc.

As far as the automobile and motorcycle component industry structure is concerned, the part and component industry and the automobile and motorcycle industry form a typical synergy structure, which central vehicle manufacturer outsource the parts and components to the Tier 1 supply plants, and the Tier 1 supply plants will then subcontract the production and manufacturing of parts and components to Tier 2 and Tier 3 automotive parts suppliers, which then becomes a multi-level labor division structure. In addition, divided by sales subjects, the manufacturers can be divided into original equipment manufacturer (OEM), original design manufacturer (ODM), original equipment supplier, (OES) and after-market (AM), therefore, automotive and motorcycle parts and components industry are the critical upstream industry for complete vehicle manufacturers for automobile and motorcycles, showing a close relationship between the two tiers.

==> picture [291 x 133] intentionally omitted <==

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

Automotive System Integration Main Large System Integration
Main System and Parts and Key Subsystem Equipment
Components Production
Complete Complete
Vehicle Vehicle
Manufacturer Manufacturer
Automotive Parts and 1st Tier Supplier 1st Tier Supplier Key Subsystem Equipment Integration
Components R&D Key Parts and Components
R&D
2nd Tier Supplier 2nd Tier Supplier
Secondary Parts and Components R&D 3rd Tier Supplier 3rd Tier Supplier Sub-Parts and Components Parts and Components and Production
----- End of picture text -----

(Source: ITRI)

The automobile and motorcycle industry is one of Taiwan’s important manufacturing industries, with about 2,500 companies engaged in the manufacture of parts and components related to the automobile and motorcycle industry, among which contain a majority of manufacturers having developed flexible manufacturing technologies for production of parts in multiple types at small quantities through partial process automation, with the quality also in line with international standards. However, due to the smaller scale of the Taiwanese market and the lack of economies of scale in production, the market for Taiwanese parts and components manufacturers in cooperation with complete-vehicle OEM production and distribution is relatively limited, thereby diminishing the profitability of parts and component manufacturers. Therefore, domestic automobile parts and component manufacturers turn to the international market, in which the Companies may enter the global supply chain of OEM parts for international car manufacturers by obtaining certification from major international manufacturers. At present, the trend of international labor division in the global automobile and motorcycle manufacturing industry is increasingly evident, plus foundry orders are

54

continuously released by international manufacturers under cost considerations, furthermore causing a spike in demands for foreign procurements. Therefore, for all automobile and motorcycle component factories, they ways of becoming a trading counterpart of major international manufacturers has become an important business goal.

(2) The relevance of the industry’s upstream, midstream and the downstream

The Company is affiliated with the upstream industry of automobile and motorcycle industry, mainly manufacturing products including gears and shafts for automobile and motorcycle transmission systems, and the relevance with the upstream, midstream and downstream within the same industry is as follows:

Upstream
Plastic and
Rubber
Steel
Petrochemical
Glass
Electromechanical
Electronics
Textile
Etc.
Midstream
Manufacturer of
Automotive
And Motorcycle
Parts and
Components
Downstream
Plastic and
Rubber
Steel
Petrochemical
Glass
Electromechanical
Electronics
Textile
Etc.
Assembler of Cars
and Motorcycles
Repairer of Cars and
Motorcycles
  • (3) Product Development Trend

The main sales markets of automobile and motorcycle parts and components are America, Europe and Asia, while major international manufacturers are mostly having their layouts in North America and Europe. Due to the vehicle safety requirements of international manufacturers, strict certification standards have been promulgated, making it uneasy for general manufacturers to penetrate the component supply chain. Domestically produced parts and components may not gradually increase their market shares in the supply chain of major international automobile manufacturers if without the competitive price and good quality. At present, foreign competition are originated from America, Japan, and Korea, among which American and Japanese manufacturers are relatively less competitive due to their high cost even with advanced R&D technologies; as for Korean manufacturers, they remain inferior to domestic manufacturers in terms of processing technology, product quality and resilience, having little influence in the supply chain of international manufacturers; therefore, domestic manufacturers still have considerable room for development in the automotive and motorcycle parts and components market.

In recent years, a fierce competition in the automotive industry in Europe and the United States can be witnessed, and the requirement of cost rationalization has been one of the important factors for its sustained survival. In addition, the supply and demand from China has become an increasing proportion of the world, and the quality has been gradually improved. Our industry will only obtain the critical keys to sustainable management of enterprises when having ongoing increase and facilitation in high-tech product R&D, quality and efficiency.

  • (4) Market Competition Situation

The Company has obtained ISO/TS16949, ISO14001, ISO45001 and AS9100D international certifications, is a professional manufacturer specialized in transmission systems and publicly traded in stock market, and is currently the professional manufacturer of transmission systems with highest sales proportion to European and American OEMs. Credited from the Company’s competitive edges for its state-of-the-art equipment, strongest R&D capability, and the most stable product quality in the domestic automobile and motorcycle gear industry, yielding it a significant lead in the industry in terms of turnover and production scale.

  1. Technology and R&D Overview

  2. (1) Technical level and R&D of the business

The Company is a professional manufacturer of transmission gears and parts and components for automobile, motorcycle and mechanical products, with extreme valuing of product

55

research and development and R&D team. As the Company has adopted relevant technology through self-development since its establishment, products of the Company are not only costeffective but also have a comparative advantage in the development or modification of subsequent products. The Company has worked with Company A, a major large truck gearbox assembler from the US, in development of engine rear-wheel drive shafts, shift forks, and sliders for big trucks; with US Company E in joint research and development of heavy-duty truck differentials; with American Company B in synchronous R&D of torque conversion system components; with US Company C in R&D of Oil Pump Gears; with Italian Company B in R&D of mechanical reducer gear sets; with British Company T in synchronous R&D of heavy-duty motorcycle transmissions components; and with Belgian Company P in development of CVT system components; with France Company K in development of air compressor components; with Italy Company P in reducer components; with US electric car Company T in transmission components; with Austrian Company B in gearbox components; with Germany Company B in electric motorcycle components, and has seized many other successful R&D achievements.

  • (2) R&D Personnel and Their Education Background and Working Experiences

The Company has 63 R&D personnel up to the date of annual report publication, accounting for 6.42% of the total employees of the Company. All R&D staff are with credentials of bachelor or above, while most of the main supervisors have R&D experience in related fields, forming the premium human resources composition of the Company.

  • (3) R&D Expense in the Most Recent Year
(4)
Unit: NTD Thousands Unit: NTD Thousands
Year R&D Expense Operating Revenue
Ratio of R&D
Expense to Revenue
2020 108,631 5,211,042 2.08%
Q1 2021 31,907 1,572,673 2.03%
Technology or Products Successfully Developed in the Most Recent Year
The Company’sResearch Results of theMost Recent Year is as follows:
Year
Product Name
2019
Reductive Drive Set and Gears for Electric Cars
Gearbox Assembly for Motorcycles
Gearbox for Automobile
Parts of Torque Conversion System for Automobile
ElectricScooter LSD Assembly
2020
Reductive Drive Set and Gears for Electric Cars
Gearbox Assembly for Motorcycles
Parts of Torque Conversion System Sets and
Differential Sets of Automobile
Parts and Components of Aeronautics and Space
Industry.
Q1 2021
Reductive Drive Set and Gears for Electric Cars
Gearbox Assembly for Motorcycles
Parts of Torque Conversion System Sets and
Differential Sets of Automobile
Parts and Components of Aeronautics and Space
Industry.
Year Product Name
2019 Reductive Drive Set and Gears for Electric Cars
Gearbox Assembly for Motorcycles
Gearbox for Automobile
Parts of Torque Conversion System for Automobile
ElectricScooter LSD Assembly
2020 Reductive Drive Set and Gears for Electric Cars
Gearbox Assembly for Motorcycles
Parts of Torque Conversion System Sets and
Differential Sets of Automobile
Parts and Components of Aeronautics and Space
Industry.
Q1 2021 Reductive Drive Set and Gears for Electric Cars
Gearbox Assembly for Motorcycles
Parts of Torque Conversion System Sets and
Differential Sets of Automobile
Parts and Components of Aeronautics and Space
Industry.
  1. Long- and Short-Term Business Development Plans

  2. (1) Short-Term Plans

    • A. Implementation of IATF/16949 international quality assurance system and ISO14001, ISO45001 environmental safety and health system.

      • To further implement the quality assurance system, improve the business characteristics, enhance product quality and efficiency, reduce costs and strengthen competitiveness, the Company establishes a synergy system centered by the Company, strengthening total quality management (TQM) activities, implementing lean productions (TPS), Quality System Basic (QSB), etc., striving to become an international supplier.

56

The Company strives to implement ISO 14001 and ISO45001 environmental safety and health certification systems, improve workplace environmental safety and health, and respond to environmental protection, energy conservation and carbon reduction issues, and has obtained ISO 14064 greenhouse gas inventory and ISO 16047 carbon footprint certifications.

  • B. Continuing to develop European and American markets and take all-out efforts to enter the field of international electric vehicle parts and components to expand to international market.

The Company made its first attempt to develop parts and components for the American automobile market in 1996, ending up with high recognitions by major American central automobile assembly plant and signing of supply contract that allowed the Company to enter the vast after-sales service market. Following the approval of the sales network, the Company has successively received OEM orders. Subsequently, with the successful model for developing the American automobile market, the Company then expanded its business to the European market to establish an international marketing network. The Company has now opened up the United States, Europe and China’s automotive parts and components market, accounting for more than 90% of the Company’s total sales. In addition, compared with the development of the market for the fuel-powered vehicles, the Company values more to the booming trend of global electric vehicles in the future, and actively develops business opportunities amongst the transition by major international car manufacturers to electric vehicles, such as European, Japanese and Chinese markets, to implement the layout and decentralization of international sales in consideration of market and regional risks. The development of electric vehicle parts and components in various countries is indeed another battlefield for the Company's future product marketing strategy.

  • C. Enhancing production efficiency and increasing productivity Owing to the gradual expansion of the Company's scale of operations, in 2003, the Company entered the Central Taiwan Science Park, followed by official inauguration of the CTSP plant in 2006. In 2014, the Company expanded its production with construction of Dali 3[rd] plant in 2014, and built the new Dapumei Plant in Chiayi in 2015, which was joined by the expanded 2[nd] plant in 2017 and 3[rd] plant in 2019 (at land S/N 91 of Dagong 1[st] Section,); meanwhile, after obtaining the license in April 2021, the Company promoted synergy with the newly purchased automated machinery and equipment and detecting instruments and other advanced technologies, with active planning on multiple sets of automated production lines as well as an intelligent plant (intelligent CPS system) in the Chiayi plant, to improve the Company’s production productivity and efficiency.

  • D. Enhancing R&D capabilities and strengthening international competitiveness In response to the rapidly increasing number of commission cases for the development of new products abroad, the Company, to its R&D personnel, on the one hand strengthens its professional training for R&D personnel to acquire new knowledge and on the other hand implements the new product R&D regulations of IATF/16949 to shorten the R&D time and improve the mass production process, To enhance product quality, to reduce production costs, and to strengthen corporate competitiveness. In addition, the Company has completed the joint R&D of A+ Industrial Innovation R&D Program with the ITRI, National Tsinghua University, Datong University, Kao Fong, itec Systems Inc., AutoPlusTek Automation, etc., which can significantly improve the Company’s R&D capabilities, and can be of help to the Company’s upgrades of patents at current state to high value-added systematic products.

  • E. Profitability Product transition and upgrading to enhance profitability Production of motorcycles and other gears and shaft parts currently accounts for 27.21% of the total production amount of the Company, and 72.79% for automobile components. The Company strengthens cooperation with major international automobile manufacturers through international marketing activities. Due to the ferocious price competition of single parts, the Company has now transformed the production of systematic component products to increase the added value and competitiveness of the

57

products with a view to exit the vicious competition of single parts and to stabilize number of orders. The Company has been recognized by many well-known international manufacturers in Europe and the United States, which may continuously contribute to the Company's performance and profitability in the future.

  • (2) Long-Term Plans

  • A. Continuous product upgrade

In terms of product transformation and upgrade strategy, in addition to the development and manufacturing of transmission parts for the existing fuel-powered vehicles, the Company is actively transforming the development of reductive drive gear components for green-energy vehicles such as hybrid cars and electric vehicles; for various precision gear special machine tools, the development and application of such is also heading toward the energy-saving and safety norms; as for medical applications, the Company will focus on the development of health care assistive devices for the elderly, such as scooters, multi-functional medical assisted wheelchairs, etc. It is hoped that in the future, the Company can provide customers with all-round product planning, and inscribe professionalism and experience in each good, while conducting mass-production to create a broader product space as well as improving profitability and strengthening international competitiveness.

  • B. Marketing Strategy and Operation Plans

The European and American markets have always been the driving force in the development of the automotive industry and is an advanced and well-credited international market. Therefore, compared with European and American regions subject to high wages, automotive components and components of our nation are relatively competitive. At present, the Company in the European and American auto parts market has cooperated with major auto assembly center factories to open up marketing channels.

In recent years, with the development of the auto market and the growth potential of emerging markets in mainland China, the Company will utilize its European and American experience as a foundation to gradually expand in mainland China and emerging markets, and at the same time strengthen the R&D of high value-added systemic new products, expand sales in the European and American markets, establish own branding and accelerate the pace of internationalization.

  • C. R&D Plan

  • a. Strengthening the functions of the R&D team We actively strengthen the organization and functions of the R&D team, fully promoting high-quality automobile and motorcycle transmission parts and components, and enhance the added value of products to increase profitability. In the long run, the Company regards the transmission system as sales and distribution market of its final product production, actively collects various transmission system products and conducts market research, while penetrating the transmission system sector along with the goal of diversified operations. The Company currently has R&D capability in manual and automatic transmission gearbox module, and acquired the instances in collaborative development of electric vehicle reductive gearboxes, hoping to accelerate the schedule for commercialization and mass production to create a competitive niche for the Company.

  • b. Vertical Integration and Diversified Development of Products For decentralization of the market meanwhile integrating the Company's R&D momentum, the Company will continue its upward development of precision CNC gear processing machines (such as shaving machines, beveling machines, gear hobbing machines), etc., to reduce the Company's future capital expenditures and expand product lines; while conducting downward developments of various electric scooters, electric medical assisted wheelchairs, etc., enabling a full utilization of related gear technology owned by the Company.

  • D. Production Automation

Following with the R&D function to improve productivity and production efficiency, the Company plans to build automated production lines gradually and purchase fully

58

automated and semi-automated machinery and equipment to reduce labor costs. The new plant in Dapumei, Chiayi is also equipped with automated production lines and detecting instruments, making it an intelligent plant. The Company remains introducing the latest machinery and equipment, such as central processing machines, high-precision grinders, conversion machines, laser cutting machines, high-frequency heat treatment and advanced detecting instruments, etc., ultimately achieving benefits of work force reduction and quality improvement.

(II) Market and Production & Promotion Overview

1. Market Analysis

  • (1) Sales and Offering Regions for Main Items and Services

The Company mainly engages in the manufacturing and sales of gears, shafts and various transmission parts for automobiles, motorcycles, agricultural machinery, machine tools, etc., and currently supplies domestic automobiles and motorcycle manufacturers as well as automobiles, trucks, heavy machines assemblers in Europe, America, Asia and other regions. The main sales area for export is the United States. The sales are up to the main products in the 2 Most Recent Fiscal Years are as follows:

Unit: NTD Thousands

Unit: NTD Thousands Unit: NTD Thousands
Year
Region
2020 2019
Amount Amount Amount Proportion(%)
America 5,416,443 77.45% 5,312,378 79.65%
Asia 608,116 8.70% 839,300 12.58%
Europe 969,287
13.85%
517,840 7.77%
Total 6,994,506
100%

6,669,518

100%
  • (2) Market Share

Motorcycle Gears and Axles produced by the Company in 2020 accounted for approximately 2.7% of the total output value of the domestic automotive parts and components market. In terms of Automotive Gears and Axles, the Company is currently the first publicly traded company in Taiwan exporting to OEMs overseas.

  • (3) Market Supply & Demand Status and Growth

The global automobile industry has faced many challenges in recent years, with the first impact featuring economic slowdown and trade conflicts between major countries, showing its first recession in ten years, followed by severe impacts of novel coronavirus pneumonia (COVID19) pandemic. According to OICA statistics, the global auto market in 2020 has plummeted sharply by 13.8% to 77.97 million units. The changes in global auto market sales in recent years are shown in the figure below.

Figure 1. Changes in Sales in Global Automobile Market

==> picture [414 x 193] intentionally omitted <==

Source: OICA Organized by Vehicle Center

Korea stands out as the pandemic sweeps the global auto market

The world’s largest auto market, mainland China, took the first hit. After taking initiative in lockdown measures, its domestic auto market even declined by nearly 80% in February, followed by shortages and shutdowns in the parts and components supply chain. As the

59

development of pandemic becomes tardy in H2 of the year and plants gradually resumed its operations, coupled with the stimulus policy of vehicle purchase subsidy, the auto market sales gradually improved, recording an annual sale at 25.27 million vehicles (declined by 1.9%). United States, the second largest auto market, was also affected by the novel coronavirus pneumonia (COVID-19), resulting in a bleak sale in H1 2020. Albeit with the trend of regained sales in H2, the pandemic gradually escalated from November, resulting in the full-year sales failing to reach the level of 2019, with sales volume at 14.95 million units (a decline of 14.9%) recorded.

In Japan, the third-largest auto market, as the pandemic affected people’s willingness, the fullyear sales declined, of which contained the most drastic decline by nearly 50% in May. Fortunately, sales began to stabilize in H2 of the year under the control of the pandemic, however, sales at the ending of the year still fell below the 5-million-unit scale, ending up with 4.59 million vehicles (a 11.5% decline).

European countries such as Germany, France, UK, Italy and Spain are the regions hit the hardest by the pandemic. In addition to the ethnic characteristics of Western countries that make pandemic prevention difficult, the constantly mutating virus has repeatedly heated up the pandemic. Even with the stimulus measures to revive the automobile market, its effects were limited. Spain experienced the greatest impact, with 1.02 million units (a decline of 31.5%), while Germany, the country with least impact (3.22 units), also recorded a decline of 18.7%.

Among the major international auto markets, only South Korea showed growth and even more hit a record high. Such phenomenon can be attributed to two points: a. the South Korean government introduced a consumption tax reduction for new car purchases or trade-ins with the highest deduction from 5% to 1.5%, which effectively stimulated purchases; b. the Korean automobile industry is based on a sound supply chain, which the shortage of parts and components may be minimal and allowing the manufacturing momentum to be quickly restored after the pandemic became stabilized. The factors contribute to excellence of Korea amongst the bleak automotive industry.

Figure 2. Sales overview of important global markets in 2020

==> picture [417 x 185] intentionally omitted <==

Source: Marklines, Organized by Vehicle Center As for our nation, as the global auto market is hit hard, our auto market rose against the trend in such a harsh environment, and even set a new sales high in the past 15 years, mainly due to the three major factors of "national pandemic prevention achievement" and "goods tax subsidy policy for trade-in of vehicles" and "strong competitiveness of domestically produced models" that stimulate consumer confidence. The auto market sales in 2020 reached 457,435 units (a growth of 4%), becoming the most dazzling market outside of Korea. The domestic auto market sales in the past 15 years is shown as follows.

Figure 3. Domestic Vehicle Sales in 2006-2020

60

==> picture [425 x 199] intentionally omitted <==

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

50 30%
45
20%
40
35 10%
30 Susseccful Pandemic Prevention 0%
within the nation
25
-10%
20
Trade-In Policy
15 -20%
10 Great competitiveness of domestically
manufactured models -30%
5
0 -40%
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
銷售量 Sales Volume 37 33 23 29 33 37.8 36.6 37.8 42.4 42.1 43.9 44.5 43.5 43.9 45.7
銷售成長率 Sales Growth (%) (%) -29% -11% -30% 26% 14% 15.5% -3.3% 3.4% 12% -0.7% 4.5% 1.1% -2.1% 1.1% 4%
Growth (%)
Unit: 10K Units
----- End of picture text -----

Source: Ucar, Organized by Vehicle Center

Overview of Global Major Automakers

Top ten automakers all showed recession in 2020. Volkswagen Group suffered from the suspension of European and American plants. Coupled with the shortage of demand in the main sales markets in Mainland China and Europe, the Group’s full-year sales recorded 9.33 million units (14% decline), allowing the Group to rank the top of the list; Toyota Group received shutdown of plants in North America and the reduction in consumption power during the pandemic prevention period, becoming the 1[st] runner up with a sale of 7.21 million vehicles (a decline of 12.2%); Renault-Nissan-Mitsubishi alliance was affected by the shutdown of French plants and Nissan’s withdrawal from the Korean market, taking the third place with 6.83 million units (a decline of 22.6%). The fourth to tenth places are GM, Hyundai-Kia, FCA, Ford, Honda, PSA and Mercedes-Benz. The sales ranking of global automakers in 2020 is shown in Figure 4.

Figure 4. Global Automaker Sales Ranking in 2020

==> picture [378 x 166] intentionally omitted <==

Note: This ranking only include light commercial vehicles and passenger cars; heavy commercial vehicles and buses are not included.

Source: Focus2Move, Organized by Vehicle Center

Rapid Growth in Global Electric Vehicle Sales

In 2020, the global sales of electric vehicles were 3.239 million. Under the influence of the COVID-19 pandemic, although the global auto market declined by 13.9%, the sales of electric vehicles did not only retain its growth but also reached an annual growth reaching 46.6%. which may be resulted from the jointly promotion of electric vehicles accelerated by the government, automakers and emission regulations. The global electric vehicle market sales are as follows:

61

Figure 5. 2020 Global Electric Vehicle Sales

==> picture [413 x 345] intentionally omitted <==

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

2020 Global EV Market
Mainland China
UK
South Korea
Canada
France Japan
US
Taiwan
The Netherlands Norway
Mexico Australia
Germany Sweden
Top 5 Countries in 1.33M 400K 330K 190K 180K
Sales
China Germany US France UK
130K 10K 10K 10K 330K 170K 6K 6K 30K 50K 50K
California Florida New York Texas US Others Australia Taiwan Japan Canada South Korea
3.24M
Units
400K 190K 180K 110K 100K 90K 1.4M 1.33M 40K 40K 50K 80K 90K 130K
Germany France UK Norway Sweden Netherlands The Europe Mainland China Hangzhou Tianjin Guangzhou Shenzhen Beijing Shanghai
----- End of picture text -----

In terms of policy, as the economies have reached a consensus banning the sale of fuelpowered vehicles, such decision entails that only electric vehicles, fuel-cell vehicles and other environmentally friendly vehicles are eligible for sale and is a symbol of the elimination of fuel-powered vehicles, which is an intense and tough goal, as well as a critical pledge to transition to electric vehicles by nations.

With the wave of electrification sweeping the world, more than 20 countries have now proposed a schedule for banning the sale of fuel-powered vehicles, and have gradually advance the target year (such as United Kingdom, Japan). The countries with the aforesaid schedules are concentrated in the European regions with strong environmental awareness.

==> picture [477 x 220] intentionally omitted <==

Figure 6. Schedules for Nations on Banning Fuel-Powered Vehicles Source: International Energy Agency (IEA) report “Global EV Outlook 2020”, The Climate Center, Press, Organized by Vehicle Center

62

In the strategy of the automakers, the first wave of models were proposed for launch in 2020, and it is expected that there will be a second wave of launches after 2025, which are mainly the introduction by slower-developing automakers and facelift 1[st] -wave models. On the other hand, some makes with preference of hybrid models over electric models in the early years, who had a tardier preparation in technical aspects (shared platform for EV), started its catchup with the forerunners via various methods.

==> picture [484 x 229] intentionally omitted <==

Figure 7. Global Automakers EV Blueprint and Their Iconic Models

Source: Press, Organized by Vehicle Center

Tesla expands its global production layout to accelerate EV production momentum

Tesla set a goal for its global sales at 500,000 units in 2020, and the final sales was 499,453, which almost met the target. The reason why Tesla can still deliver such a brilliant result despite the shutdown caused by the pandemic could result from layout of the Shanghai plant, which has not only succeeded in penetrating the cities in mainland China but also further exported to Europe to make up for the productivity gap. Tesla’s keen senses has also observed the potential of the European market, as they decided to build an additional Berlin plant in Germany two months after the completion of their plant in Shanghai, which is positioned as the production base for Model Y; however, the situation in Europe was evident enough to refrain the automaker from replicating the amazing efficiency of the Shanghai plant in less than a year from planning to commissioning. After half a year of deforestation, water supply, permits and other disputes, the groundbreaking officially started in June 2020, and it is expected to be completed and put into operation in July 2021. On the other hand, further layouts are also being planned. Due to the strong demand for pickup trucks by domestic market in the United States, in March 2020, Tesla commenced site selection in the central region of United States and finally decided to build a plant in Austin, Texas, positioning it as a production base for Cybertruck and Semi. It was officially broken ground in July 2020 and is expected to be completed in May 2021.

The global electric vehicle industry will take flight and grow in this post-pandemic era

Looking to the future, 2021 is not only the Year One for the "post-pandemic era" but also be the advent year for the EV sales boom in the field of vehicles. After all, in 2020, electric vehicles will grow against the trend at the rate of 46% under such circumstances where the global auto market is declining by 14%, and Europe, where the recession is the most severe, showed a strongest growth, proving that the development of the electric vehicle industry has reached a certain turning point. Even with the non-ideal circumstances, the previous technological development and product maturity have accumulated to a certain level, heading toward to the next stage, which is an inevitable phenomenon of "falling into places". The consumption and the power of electric vehicle purchases post-pandemic are worth looking forward to.

63

(4) Competitive Niche

  • A. Premium Product Quality

The Company attaches great importance to product quality. In addition to obtaining ISO 14001 certification ahead of its counterparts in the same industry, it has also obtained IATF/16949 quality assurance certification, becoming the first company in the domestic gear industry to obtain IATF/16949 quality certification. In addition, the quality of a motorcycle has a close relationship with the quality level of its parts and components. As the company has strict requirements on product quality, its product quality is highly acclaimed, and the Company has not received any major customer complaints in recent years.

  • B. Flexible production strategy and complete product specifications In response to market needs, the Company not only produces gears and shafts for automobiles and motorcycles, but also produces gears and shafts for trucks, forklifts, agricultural machinery, industrial machinery, etc., and its production line features high mobility which can fully meet customer needs. All are made to expand market share and increase its competitiveness.

  • C. Strong R&D capabilities, complete deployment of professional talents, and leading development of high value-added products

    • The Company attaches great importance to the R&D of product, therefore employing R&D personnel whose education background, working experience and professional knowledge are the top-notch amongst the counterparts. The Company actively introduces advanced research and testing equipment and has successively cooperated with wellknown American and European manufacturers in joint R&D of parts and components required by OEMs and after markets at current stage, evidencing the strong R&D capability of the Company.
  • D. Precision testing instruments and production machines

    • Automated machinery and equipment and precision testing instruments are effective instruments for the Company to take large international orders. Therefore, to improve product quality and reduce labor costs, the Company spares no effort in introducing highperformance, high-precision and automated machinery and detecting instruments to get itself equipped with capability to take large-scale orders. At the same time, the Company roots its technological independence, simultaneously developing precision gear processing machines and optical detecting instruments to seal the Company's position as a leading manufacturer of transmission parts and components.
  • E. Complementing various systems and persisting on sustainable operations Compared with our auto and motorcycle gear counterparts who remain a small-scale or family-owned company, the Company is the first publicly traded company in the industry with the greatest scale in Taiwan, adhering to the management principle of "respect for professionalism, quality first, efficiency first, and customer satisfaction" and the quality policy of "high quality, efficiency, and zero defects" to establish a benign company image featuring sustainable management, composedness and down-to-earth quality.

  • (5) Favorable and unfavorable factors of development prospects and their countermeasures

  • A. Favorable Factors

    • a. Continued growth in market demand for electric vehicles

The global electric vehicle market is rising, and the demand for electric vehicles and motorcycles continues to grow. The mainland Chinese market is currently the single largest market in the world, meanwhile, the Company is the main exporter of domestic auto, motorcycle gear and shaft products, in addition, compared to others Asian suppliers, the Company is with advantages in language and product export, and the Company has deeply rooted in the Chinese automobile and motorcycle market for quite a long time, and has profound understanding and mastering in customer needs. Recently, China has promoted the green energy automobile policy. With the deep roots in the development of automotive transmission components for multiple years, the Company already has equipped with mass production and diversified product ordering capabilities, and the expected performance benefits will gradually develop.

64

  • b. Establishing a good supply channel and developing domestic and foreign marketing networks

The Company is currently a major subcontractor for the famous major manufacturers of large truck transmission assembly, differential, torque conversion system, oil pump Gears, reduction gears and others in the US. With the good reputation, stable delivery, and product quality retained for multiple years have been well received by customers. Affirmative. The Company has obtained ISO 14001 and IATF/16949 environmental and quality assurance system certifications, which furthermore helped the Company in enhancing the Company’s international competitiveness. The Company has recently been committed to product upgrades and has achieved great results in the R&D of spare parts in the automotive industry, gaining popularity from European and American customers, therefore, with the increase in ratio of high value-added products, profitability of the Company is relatively improved.

  • c. Excellent R&D Technology

    • The Company has amongst its counterparts in the same industry the most advanced production equipment and detecting instruments, and its R&D capabilities are also superior to counterparts in the industry. At the same time, the Company has a strong R&D team with more than 60 R&D personnel who can rapidly develop products in response to customer needs, and such conduct has won customers trust as well as making the Company the top spot in the domestic automotive gear industry. The Company has had more than 50 years of gear production experience and has owned professional R&D technology that can meet customer needs, while developing large truck engine rear wheel drive shafts, Transmission shafts, differentials for heavy-duty trucks, torque conversion system components, oil pump gears, electric vehicle reductive drive gearboxes, etc. in joint R&D with well-known American manufacturers. In addition, the Company has also established cooperative relationships with many well-known European and American OEM manufacturers. The collaborative R&D technology is deeply trusted by customers across European and American countries.
  • B. Unfavorable Factors

  • a. Products diversified in various types and produced in small quantities difficult to mass-produce for reduced manufacturing cost

    • As the production of domestic automobile and motorcycle parts and components feature a diversification in types with smaller quantity in production, parts manufacturing costs are difficult to be reduced, furthermore influencing the price competitiveness of a single product.

Countermeasures:

  • (a) Adjusting the production and sales/distribution structure of products and the procurement of raw materials, and strengthening the rationalization of production and the automation of machines and tools to reduce costs, increase productivity, and increase the production and sales/distribution of automotive parts and components year by year.

  • (b) Having full grasps to the market, information and trends, and actively expanding international marketing channels to expand the scale of production and sales/distribution and reduce manufacturing costs.

  • (c) Strengthening product R&D capabilities, and actively cultivating talents to respond to market variations under flexibility.

  • (d) Seeking for multiple raw material suppliers to make inquiries and price comparisons to effectively reducing product costs.

  • b. Smaller manufacturer scales, and ferocious competitions in price cutting There are many domestic automobile and motorcycle parts industries, among which contain numerous small and medium-sized gear manufacturers that cut prices for the goods supplied, resulting in fierce competition and illusions to customers. Countermeasures:

65

  • (a) Fulfilling the implementation of IATF/16949 and other quality assurance certification systems to improve product quality, and take high quality, high efficiency and customer satisfaction as the competitive niche of the Company.

  • (b) Actively improving technical capabilities, and strengthening the overall competitive advantage with the advantage of its leading technology.

  • (c) Developing in the direction toward a large and professional parts and components manufacturer to rid the Company from price-cutting competition of low-priced products.

  • (d) Actively developing business sources in the international market to expand product markets and to spread operational risks.

  • (e) Committed to the R&D of high value-added products and reinforced cost control for enhanced profitability.

  • (f) With use of resource and integration of R&D results, the Company intends to ensure its lead in technical capabilities, heading toward product diversification.

  • c. The phenomenon of workforce shortage is prevalent in various domestic manufacturing industries, costs of wages are therefore relatively increased. Countermeasures:

  • (a) Promoting automation and productivity 4.0 and accelerating equipment renewal meanwhile introducing the multi-skilled training to reduce labor costs and to increase productivity while improving the quality of the working environment with a view to reduce the conventional negative image of the industry and attract outstanding talents.

  • (b) Employing foreign contract labor to resolve the issue of labor shortage.

In summary, the Company’s favorable factors in industry, business and other related matters are certainly helpful to the Company’s future development. The Company will adhere to its business philosophy and corporate spirit, devote itself to planning highquality products, and actively expand domestic and oversea markets to enhance profitability; and, as for the unfavorable factors, the Company has also taken appropriate measures to seize market opportunities and have excellence in sales performance.

  1. Important use and production process of main products

  2. (1) Important uses of main products:

    • Transmission gears and shafts produced and manufactured by the Company refer to manufacturing and assembly of automobile and motorcycles components.
  3. (2) Production process of main products:

The status of the production process is as follows:

  • A. Parts of Torque Conversion System:

Forging→ Normalization→ Detailing via CNC Lathe→ Rolling→ Heat Treatment→ Calibration→ Grinding→ Electron-beam Welding→ Detailing via CNC Lathe→ Quality Inspection→ Packing→ Stock In

  • B. Differential:

Forging→ Normalization→ Detailing via CNC Lathe→ Center Pores and Teeth Processing using Processing Machine→ Heat Treatment→ Grinding→ Assembly→ Quality Inspection→ Packing→ Stock In

  • C. Oil Pump Gears:

Forging→ Normalization→ Detailing via CNC Lathe→ Hobbing→ Shaving→ Heat Treatment→ Inner Pore→ Plane Grinding→ Grinding Bevels of Outer Teeth→ Assembly→ Quality Inspection→ Packing→ Stock In

  • D. Reductive Drive Gears:

Forging→ Normalization→ Detailing via CNC Lathe→ Hobbing→ Shaving→ Heat Treatment→ inner radius Grinding→ Quality Inspection→ Packing→ Stock In

  • E. Gearbox Gears:

Forging→ Normalization→ Detailing via CNC Lathe→ Inner Teeth Broaching→ Hobbing→ Spading→ Shaving→ Heat Treatment→ Grinding→ Quality Inspection→ Packing→ Stock In

66

(3) Supply Status for Main Raw Materials

Product Type Main Raw
Materials
Name of Main Supplier Supply Status
Automobile and
Motorcycle
Gears and
Shafts
Steel
Castings
Forging
China Steel Corporation Great quality and stable sources
JAN FA The specification meets market standards
and has a stable source
ZCI The specification meets market standards
and has a stable source

(4) List of Main Selling and Purchasing Customers Accounting for at least 10% of the Company’s total sale/purchase in the 2 Most Recent Fiscal Years

  • A. Information of Main Suppliers in the 2 Most Recent Fiscal Years

Unit: NTD Thousands

2019 2020 2020 2021 uptoQ1 2021 uptoQ1 2021 uptoQ1
Item
Name
Amount Ratio to
All-Year
Net Sales
[%]
Relatio
nship
with
Issuer
Name Amount Ratio to
All-Year
Net Sales
[%]

Relatio
nship
with
Issuer
Name Amount Ratio to Net
Sales of the
Current
Year up to
the
Preceding
Quarter[%]
Relation
ship
with
Issuer
1 China Steel
Corporation
1,156,399 70.95 None China Steel
Corporation


828,293
55.94 None China Steel
Corporation
280,049 59.52 None
2 Siemens 33,954 2.08 None Huaian
Sanholi
53,657 3.62 None LIAN CHENG
HARD-WARE

18,560
3.95 None
3 Others 439,607 26.97 - Others 598,736 40.44 - Others 171,887 36.53 -
Net
Purchase
1,629,960 100.00 - Net
Purchase
1,480,686 100.00 - Net Purchase 470,496 100.00 -

Owing to the premium quality and stable supply of materials, the Company has made mass procurements from China Steel to reduce material purchase costs.

B. Information of Main Trade Debtors in the 2 Most Recent Fiscal Years

Unit: NTD Thousands

Unit: NTD Unit: NTD Thousands
2019 2020 2021 up to Q1
Item Name Amount Ratio to
All-Year
Net
Sales[%]
Relationship
with Issuer

Name
Amount Ratio to
All-Year
Net
Sales[%]
Relationship
with Issuer

Name
Amount Ratio to
Net Sales
of the
Current
Year up to
the
Preceding
Quarter
[%]
Relationship
with Issuer
1 Company
A
2,362,413 39.58 None Company
A
1,837,013 35.25 None Company
A
510,500 32.45 None
2 Company
B
1,727,105 28.94 None Company
B
1,620,691 31.10 None Company
B
483,531 30.74 None
3 Others 1,878,829 31.48 - Others 1,753,338 33.65 - Others 578,923 36.81 -
Net Sales 5,968,347 100.00 - Net Sales 5,211,042 100.00 - Net Sales 1,572,954 100.00 -

The changes in the performance of the main trade debtors are mainly due to the acceleration of the release of OEM parts and components orders and the demand for division of labor, and the increase in the proportion of external purchases resulting from the American auto parts and component manufacturers under the pressure of meagre profits and cost reduction. In addition, as the Company is benefitted from such trend featuring deals with major companies and jointly researches and develops synchronously with parts OEMs, the Company’s product line is expanded from sole manufacturing of transmission parts to transmission assemblies of differentials and torque converters in complete sets. Variations in trade debtors are also affected by the sales performance in growths and declines of individual customer.

67

(5) Production Volume in the 2 Most Recent Fiscal Years

A. Consolidated

A. Consolidated
Unit:Thousand Pieces; NTD Thousands
Year
Main
Items(or Sector)
Volume of
Units Sold
2019 2020
Productivity Production Output Value Productivity Production Output Value
Motorcycle Gears and Axles 1,395 721
426,315
873 530 358,883
Automotive Gears and Axles 16,710 13,880 3,661,052
13,480
12,727
3,271,558
Others 4,543 3,585 425,034
4,165
2,873 248,251
Total 22,648 18,186 4,512,401
18,518
16,130 3,878,692

B. Parent-Only

Motorcycle Gears and Axles
Automotive Gears and Axles
Others
Total
B. Parent-Only
1,395
721
426,315
873
530
358,883
16,710
13,880
3,661,052
13,480
12,727
3,271,558
4,543
3,585
425,034
4,165
2,873
248,251
22,648
18,186
4,512,401
18,518
16,130
3,878,692
1,395
721
426,315
873
530
358,883
16,710
13,880
3,661,052
13,480
12,727
3,271,558
4,543
3,585
425,034
4,165
2,873
248,251
22,648
18,186
4,512,401
18,518
16,130
3,878,692
1,395
721
426,315
873
530
358,883
16,710
13,880
3,661,052
13,480
12,727
3,271,558
4,543
3,585
425,034
4,165
2,873
248,251
22,648
18,186
4,512,401
18,518
16,130
3,878,692
1,395
721
426,315
873
530
358,883
16,710
13,880
3,661,052
13,480
12,727
3,271,558
4,543
3,585
425,034
4,165
2,873
248,251
22,648
18,186
4,512,401
18,518
16,130
3,878,692
1,395
721
426,315
873
530
358,883
16,710
13,880
3,661,052
13,480
12,727
3,271,558
4,543
3,585
425,034
4,165
2,873
248,251
22,648
18,186
4,512,401
18,518
16,130
3,878,692
1,395
721
426,315
873
530
358,883
16,710
13,880
3,661,052
13,480
12,727
3,271,558
4,543
3,585
425,034
4,165
2,873
248,251
22,648
18,186
4,512,401
18,518
16,130
3,878,692
Unit:Thousand Pieces; NTD Thousands
Year
Main
Items(or Sector)
Volume of
Units Sold
2019 2020
Productivity Production Output Value Productivity Production Output Value
Motorcycle Gears and Axles 1,395 721
426,315
873 530 358,883
Automotive Gears and Axles 8,510 7,528 3,576,690 5,532
6,378
3,150,355
Others 143 529 360,527
165
542
189,953
Total 10,048 8,778 4,363,532
6,570
7,450 3,699,191

(6) Volume of Units Sold in the 2 Most Recent Fiscal Years

A. Consolidated

Automotive Gears and Axles
8,510
7,528
3,576,690
5,532
6,378
3,150,355
Others
143
529
360,527
165
542
189,953
Total
10,048
8,778
4,363,532
6,570
7,450
3,699,191
(6) Volume of Units Sold in the 2 Most Recent Fiscal Years
A. Consolidated
Automotive Gears and Axles
8,510
7,528
3,576,690
5,532
6,378
3,150,355
Others
143
529
360,527
165
542
189,953
Total
10,048
8,778
4,363,532
6,570
7,450
3,699,191
(6) Volume of Units Sold in the 2 Most Recent Fiscal Years
A. Consolidated
Automotive Gears and Axles
8,510
7,528
3,576,690
5,532
6,378
3,150,355
Others
143
529
360,527
165
542
189,953
Total
10,048
8,778
4,363,532
6,570
7,450
3,699,191
(6) Volume of Units Sold in the 2 Most Recent Fiscal Years
A. Consolidated
Automotive Gears and Axles
8,510
7,528
3,576,690
5,532
6,378
3,150,355
Others
143
529
360,527
165
542
189,953
Total
10,048
8,778
4,363,532
6,570
7,450
3,699,191
(6) Volume of Units Sold in the 2 Most Recent Fiscal Years
A. Consolidated
Automotive Gears and Axles
8,510
7,528
3,576,690
5,532
6,378
3,150,355
Others
143
529
360,527
165
542
189,953
Total
10,048
8,778
4,363,532
6,570
7,450
3,699,191
(6) Volume of Units Sold in the 2 Most Recent Fiscal Years
A. Consolidated
Automotive Gears and Axles
8,510
7,528
3,576,690
5,532
6,378
3,150,355
Others
143
529
360,527
165
542
189,953
Total
10,048
8,778
4,363,532
6,570
7,450
3,699,191
(6) Volume of Units Sold in the 2 Most Recent Fiscal Years
A. Consolidated
Automotive Gears and Axles
8,510
7,528
3,576,690
5,532
6,378
3,150,355
Others
143
529
360,527
165
542
189,953
Total
10,048
8,778
4,363,532
6,570
7,450
3,699,191
(6) Volume of Units Sold in the 2 Most Recent Fiscal Years
A. Consolidated
Automotive Gears and Axles
8,510
7,528
3,576,690
5,532
6,378
3,150,355
Others
143
529
360,527
165
542
189,953
Total
10,048
8,778
4,363,532
6,570
7,450
3,699,191
(6) Volume of Units Sold in the 2 Most Recent Fiscal Years
A. Consolidated
Automotive Gears and Axles
8,510
7,528
3,576,690
5,532
6,378
3,150,355
Others
143
529
360,527
165
542
189,953
Total
10,048
8,778
4,363,532
6,570
7,450
3,699,191
(6) Volume of Units Sold in the 2 Most Recent Fiscal Years
A. Consolidated
Unit:Thousand Pieces; NTD Thousands
Year
Main Items
(or Sector)
Motorcycle Gears and
Axles
Automotive Gears and
Axles
Others
Total
Volume of
Units Sold

2019
2020
Domestic Sales Export Domestic Sales Export
Volume
Amount
Volume Amount Volume Amount Volume Amount
215
61,816

454

202,526

121

45,896

357

226,397
5,912
66,912

8,135
5,265,464
5,447

258,607

7,470

4,361,345
483
129,015

611

242,614

401

137,615

570

181,182
6,610
257,743

9,199
5,710,604
5,969
442,118
8,397

4,768,924

B. Parent-Only

Automotive Gears and
Axles
5,912
66,912
8,135 5,265,464
5,447
258,607
7,470
4,361,345
Others
483
129,015
611
242,614
401
137,615
570
181,182
Total
6,610
257,743
9,1995,710,604
5,969
442,118
8,397
4,768,924
B. Parent-Only
Automotive Gears and
Axles
5,912
66,912
8,135 5,265,464
5,447
258,607
7,470
4,361,345
Others
483
129,015
611
242,614
401
137,615
570
181,182
Total
6,610
257,743
9,1995,710,604
5,969
442,118
8,397
4,768,924
B. Parent-Only
Automotive Gears and
Axles
5,912
66,912
8,135 5,265,464
5,447
258,607
7,470
4,361,345
Others
483
129,015
611
242,614
401
137,615
570
181,182
Total
6,610
257,743
9,1995,710,604
5,969
442,118
8,397
4,768,924
B. Parent-Only
Automotive Gears and
Axles
5,912
66,912
8,135 5,265,464
5,447
258,607
7,470
4,361,345
Others
483
129,015
611
242,614
401
137,615
570
181,182
Total
6,610
257,743
9,1995,710,604
5,969
442,118
8,397
4,768,924
B. Parent-Only
Automotive Gears and
Axles
5,912
66,912
8,135 5,265,464
5,447
258,607
7,470
4,361,345
Others
483
129,015
611
242,614
401
137,615
570
181,182
Total
6,610
257,743
9,1995,710,604
5,969
442,118
8,397
4,768,924
B. Parent-Only
Automotive Gears and
Axles
5,912
66,912
8,135 5,265,464
5,447
258,607
7,470
4,361,345
Others
483
129,015
611
242,614
401
137,615
570
181,182
Total
6,610
257,743
9,1995,710,604
5,969
442,118
8,397
4,768,924
B. Parent-Only
Automotive Gears and
Axles
5,912
66,912
8,135 5,265,464
5,447
258,607
7,470
4,361,345
Others
483
129,015
611
242,614
401
137,615
570
181,182
Total
6,610
257,743
9,1995,710,604
5,969
442,118
8,397
4,768,924
B. Parent-Only
Automotive Gears and
Axles
5,912
66,912
8,135 5,265,464
5,447
258,607
7,470
4,361,345
Others
483
129,015
611
242,614
401
137,615
570
181,182
Total
6,610
257,743
9,1995,710,604
5,969
442,118
8,397
4,768,924
B. Parent-Only
Automotive Gears and
Axles
5,912
66,912
8,135 5,265,464
5,447
258,607
7,470
4,361,345
Others
483
129,015
611
242,614
401
137,615
570
181,182
Total
6,610
257,743
9,1995,710,604
5,969
442,118
8,397
4,768,924
B. Parent-Only
Unit:Thousand Pieces; NTD Thousands
Year
Main Items
(or Sector)
Motorcycle Gears and
Axles
Automotive Gears and
Axles
Others
Total
Volume of
Units Sold

2019
2020
Domestic Sales Export Domestic Sales Export
Volume
Amount
Volume Amount Volume Amount Volume Amount
215
61,816

454

202,526

121

45,896

357

226,397
5,912
66,912

8,135
5,265,464
5,447

258,607

7,470

4,361,345
483
129,015

611

242,614

401

137,615

570

181,182
6,610
257,743

9,199
5,710,604
5,969
442,118
8,397

4,768,924

68

(III) Number of Employees Employed for the 2 Most Recent Fiscal Years

Year 2019 2020 2021
(April30)
Number of
employees
Direct 681 647 654
Indirect 380 330 336
Total 1,061 977 990
Average Age 36.29 36.72 36.94
Average length of service 6.62 7.08 7.17
Education
distribution
ratio (%)
PhD 0% 0% 0%
Master 3.30% 3.38% 3.33%
Bachelor 40.06% 39.39% 39.30%
Senior High
School
24.13% 22.82% 22.73%
Less than
Senior High
School
32.52% 35.41% 34.65%

(IV) Information Regarding Environmental Protection Expenditure

  1. Environmental Protection Expenditures According to regulations, the company has to apply and receive permits for the establishment of anti-pollution facilities and pollution effluent, pay pollution prevention fees, or designate environmental personnel. The status of the measures mentioned above is as follows:

  2. (1) As per Waste Disposal Act, in case the Company’s paid-in capital is more than NTD 2 Billion, dedicated personnel responsible for equipment waste are required at each plant.

  3. (2) The Company's plants regularly pay fees for sewage treatment and soil and groundwater pollution remediation.

  4. (3) Currently, there are 13 sets of heat treatment equipment in the Chiayi plant, and it is expected to complete the installation and change application permit of fixed pollution source prevention equipment and fixed pollution source by 2021.

  5. (4) As per environmental protection laws and regulations, the sewage discharge outlets of each plant shall be sampled for testing every 6 months, and the water pollution fee shall be declared.

  6. (5) As per environmental protection laws and regulations, fixed pollution source air pollution fee and discharge amount of heat treatment shall be declared each quarter, and charges based on the declared amount shall be paid.

  7. (6) The Company's 3rd plant in Chiayi has completed the application for sewage discharge from the Tapumei, and is expected to apply for connection with the Dapumei sewage plant in 2021 and apply for a water pollution prevention permit from the Environmental Protection Bureau, Chiayi County.

  8. (7) Sewage discharge from the Company's plants shall meet the discharge standards of the Water Pollution Control Act, and the discharge of fixed pollution sources must meet the operating permits of fixed pollution sources.

  9. (8) The Company's plants conduct ISO14001 (Environmental Management System)/ISO45001 (Occupational Safety Management System) external audits and verifications every year.

  10. (9) The Company’s CTSP Plant and Dali Plant conduct ISO14064 (Greenhouse Gas Inventory) external audit certification every year.

  11. The Company's investment on the major anti-pollution facilities, the use purpose of such facilities and the possible effects to be produced:

  12. (1) In 2020, the construction of the third plant in Chiayi initiated, and the concrete grooves were planned synchronically with the sewage plant. The sewage plant is expected to be completed by 2021, with a water pollution prevention permit obtained.

  13. (2) The Chiayi 3rd Plant has built a sewage plant in accordance with the requirements of environmental protection laws and regulations. In 2021, the sewage treatment system

69

equipment plan was contracted, in which the discharge and disposal of sewage must comply with the discharge of process and domestic sewage. As employees’ dormitory has been planned in such plant, the amount of domestic sewage higher than that of the other plant can be expected, representing a higher volume in sewage, in addition, the planning of the sewage treatment system shall contain higher stability to avoid excessive sewage and wastewater that will in the sewage volume being unable to be treated.

  • (3) The heat treatment equipment of the Chiayi Plant entered the plant successively in 2020. Simultaneously, the application for the change of the fixed pollution source control equipment and the fixed pollution source setting permit has been made and is expected to be completed in 2021.

  • (4) As cutting water (liquid) generated during the Company's manufacturing process cannot be treated by the sewage plant of the Company. Consequently, the water (liquid) will be treated using thin film processor before treated in the discharge wastewater plant, in which such technology is used to treat high-concentration cutting water (liquid) on site to reduce the pollution concentration before cutting water (liquid) may be treated by the Company's sewage treatment system.

  • (5) The Company’s industrial waste reduction plan for each plant features fulfillment of effective sorting through source management. Resources collected are recycled by qualified operators, with rebates given to the Company. The remaining waste will be handled by general business cleaning and transportation operators.

  • (6) All the industrial waste generated by the Company's plants are handled by the cleaning and transportation operators. Due to the relevant regulations set by the Environmental Protection Agency, the Company's waste must be treated separately in accordance with the relevant regulations.

  • Describing the process undertaken by the Company on environmental pollution improvement for the most recent 2 fiscal years and up to the prospectus publication date. If there had been any pollution dispute, its handling process shall also be described:

  • (1) The Company is a professional manufacturer and marketing operator of gears, shafts and various transmission parts and components, whose disposal of industrial waste generated from manufacturing and processing shall be handled by legally qualified operators or cleaning personnel, and filed according to the industrial waste cleaning plan.

  • (2) In addition to the daily equipment inspection of the Company's sewage treatment equipment, mechanical and electrical operators are commissioned for weekly maintenance to ensure normal operation of equipment. As environmental safety personnel operate the equipment on a daily basis, the water quality report is regularly submitted.

  • (3) The Company’s heat treatment plant regularly declares regular inspections annually to ensure the normal discharge by fixed pollution sources.

  • Describing any losses suffered by the company in the most recent fiscal years and up to the prospectus publication date due to environmental pollution incidents (including any compensation paid and any violations of environmental protection laws or regulations found in environmental protection inspection, specifying the disposition dates, disposition reference numbers, the articles of law violated, and the content of the dispositions), and disclosing an estimate of possible expenses that could be incurred currently and in the future and measures being or to be taken:

  • (1) On February 7, 2020, the Environmental Protection Bureau, Chiayi County made independent checks on the waste declaration and management information system and found that the waste declaration and storage of the Chiayi Branch of Hota Industrial Mfg. Co., Ltd. fail to meet the current status as declared. Environmental Protection Bureau, Chiayi County submitted per 25 February 2020 Letter No. Chiayi-Environmental-Protection-Waste-1090005362 on violation against Article 31, Paragraph 1 and 2 of the Waste Disposal Act, and imposed a penalty of NTD 6,000. The Company has implemented the proper monthly waste declaration amount thereafter.

  • (2) Environmental Protection Bureau, Taichung City Government dispatched specialists to perform the verification operation on equipment operating parameters and conditions within the heat treatment plant under Hota Industrial Mfg. Co., Ltd. It was found in the verification that the Company failed to comply with the fixed pollution source operating permit.

70

Environmental Protection Bureau, Taichung City Government submitted per 7 July 7 2020 Letter No. Taichung-City-Environmental-Protection-Audit-1090071927 on violation of the provisions of Article 24, Paragraphs 2 and 4 of the Air Pollution Control Act, and imposed a penalty of NTD 10,000. The Company has implemented the change of equipment parameters, and immediately report to the competent authority to apply for changes thereafter.

  1. Explaining the current condition of pollution and the impact of its improvement to the profits, competitive position and capital expenditures of the Company, as well as the projected major environment-related capital expenses to be made for the coming 2 fiscal years: The Company’s Chiayi 3rd plant project has included the construction of the sewage plant, and reserved space and groove construction for the sewage plant. Following completion of sewage plant, the sewage pre-treatment equipment are contracted and planned according to on-site needs.

(V) Labor Relations

  1. Employee welfare policy

    • (1) Allowances for Weddings, Funerals and Other Life Events

      • A. Wedding Allowance: NTD 2,200~6,000.

      • B. Childbirth Allowance: NTD 3,000.

      • C. Hospital Consolation: NTD 3,000~6,000.

      • D. Funeral Assistance: NTD 2,100~5,500.

    • (2) Welfare Activities by the Employee Welfare Committee

      • On the Chinese New Year, Labor Day, Mid-Autumn Festival and employees’ birthdays, the Employee Welfare Committee purchase and give away gifts or grants; in addition, the Committee conducts the raffles for Year-End feasts; also, the Committee regularly organize employee tours, birthday parties and other activities to bring employees closer.

      • A. Employee birthday Party: NTD 1,000 for each employee per year.

      • B. Wedding Allowance: NTD 3,600.

      • C. Childbirth Allowance: NTD 3,000.

      • D. Funeral Assistance: NTD 3,100.

      • E. Hospital Consolation for Injuries, Illness and Hospitalization: NTD 2,000.

      • F. In events of an employee suffering from major disasters, the amount of assistance may be resolved by case by the Welfare Committee.

    • (3) Continuing education and training: In accordance with the Company's “Regulations Governing Employee Education and Training”, the education and training courses of each department are arranged.

  2. Retirement system:

    • In line with the "Labor Pension Act" enforced on July 1, 2005, the Company has enabled the option of adopting retirement system relevant to “Labor Standards Act” or adopting the pension system as applied in Labor Pension Act and retaining the years of employment prior to enforcement for employees employed before June 30 who are incumbent on July 1, while new employees employed from July 1 2005 are only applicable to the pension system of the "Labor Pension Act". For ones adopting the new system, the Company disburses 6% of the employees’ monthly salary to the individual pension account under Labor Insurance Bureau. For the ones adopting old pension system, the Company formulates regulations governing employee retirement in accordance with the provisions of the Labor Standards Law, and reserves are allocated monthly to the special trust account under Taiwan Bank.
  3. Agreements between Labors and Management

    • The Company establishes channels for coordination via organization of quarterly labormanagement meetings, management department meetings amongst various units, etc., facilitating communications between labor and management.
  4. Any losses suffered by the Company in the most recent 2 fiscal years and up to the annual report publication date due to labor disputes (including any violations of the Labor Standards Act found in labor inspection, specifying the disposition dates, disposition reference numbers, the articles of law violated, the substance of the legal violations, and the content of the dispositions), and disclosing an estimate of possible expenses that could be incurred currently and in the future and measures being or to be taken. If a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided.

71

The Company has a fair labor relation and has not been affected in operations due to labor disputes since its establishment, in addition, in accordance with current situation, there is no potential for labor disputes; therefore, the possibility of future labor dispute losses is very unlikely. However, the Company’s Dali Plant was ruled violation against laws and regulations, and was fined NT$40,000 for violating Article 24 and Article 39 of the Labor Standards Act, as per 27 August 2019 Letter No. Government-Authorization-Labor-1080203649”; the CTSP Plant was notified of violation against laws and regulations in its labor inspection results as per 5 February 2019 Letter No. Taichung-Environmental-Protection-Zi-1080003442 and per 15 January 2021 Letter No. Taichung-Environmental-Protection-Zi-1100001231, which violated Article 32, paragraph 2 of the Labor Standards Act, and a fine at NTD 50,000 was imposed; the Chiayi Plant was convicted of violating Article 32, Paragraph 2 of the Labor Standards Act after being notified of the labor inspection results as per 5 June 2019 Letter No. Chiayi-Social-Management-Zi-1080027465 Letter, with a fine at NTD 50,000 imposed. The Company has re-examined the working hours management system and strengthened communication to promote overtime reporting regulations ever since.

(VI) Important Contracts:

The Company still has supply/distribution contracts, technical cooperation contracts, engineering contracts, and other contracts that would affect investors' equity which are retaining or expired in the most recent fiscal year:

Contract Feature Contracting Parties Commencement and
Expiration Dates
Major Content Restrictiv
eClause
Syndicated Loans
Contract
Consortium Bank formed by
E-Sun Bank et al.
2016/7/15-110/7/15 Syndicated
Mortgage
Borrowing
None
Syndicated Loans
Contract
Consortium Bank formed by
Land Bank et al.
2021/3/11-2026/3/11 Syndicated
Mortgage
Borrowing
None
Subcontractor
Supply and
Processing Contract

ZOENG CHANG
INDUSTRY CO., LTD.
2016/5/04-2021/5/04 Raw Material
Supply
and Parts
Processing
None
Construction
Contract
Zhao-Ming Construction and
Engineering Co., Ltd.
2019/8/11-2021/3/31 Dapumei Phase 3
Plants Building
Construction
None

72

VI. Financial Highlights

(I) Condensed Financial Information in the Most Recent Five Years

1. Condensed Balance Sheet and Composite Income Sheet Information Condensed Consolidated Balance Sheets

Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheets
Unit: NTD Thousands
Year
Items
Financial information for the most recent five years (Note 1) Current Year
Financial
information as of
March 31, 2021
(Note 3)
2016 2017 2018 2019 2020
Current Asset 4,577,766
5,129,117
5,567,504 5,143,310 5,409,457 5,380,520
Property, Plant and
Equipment(Note 2)
5,410,546
8,104,511

8,907,320

10,672,421

11,540,853
11,539,450
Intangible Assets 5,213
10,167

14,172

14,142

7,034
6,585
Other Assets (Note 2) 980,757
978,619

1,086,904

1,325,979

1,393,831
1,440,086
Total Asset 10,974,282
14,222,414

15,575,900

17,155,852

18,351,175
18,366,641
Current
Liability
Before
Distribution
3,135,737
4,053,516

4,303,703

4,843,688

6,426,290
3,745,936
After
Distribution
3,051,103
4,005,815

4,254,906

4,817,827

6,416,053
3,745,936
Non-Current Liability 3,638,494
3,549,099

4,401,403

5,687,236

5,517,842
5,888,930
Total
Liability
Before
Distribution
6,774,231
7,602,615

8,705,106

10,530,924

11,944,132
9,634,866
After
Distribution
6,689,597
7,554,914

8,656,309

10,505,063

11,933,895
9,634,866
Equity Attributable to
Owners of the Parent
4,151,356
6,570,510

6,816,615

6,568,576

6,352,558
8,677,801
Stock Capital 2,349,565
2,549,565

2,549,565

2,549,565

2,545,175
2,795,175
Capital Surplus 13,804
1,916,204

1,916,204

1,916,204

1,906,479
3,906,479
Retained
Earnings
Before
Distribution
1,757,317
2,062,180

2,374,695

2,151,043

1,936,020
1,996,723
After
Distribution
864,969
1,106,093

1,482,347

1,641,130

1,701,225
1,996,723
Other Equities 30,670
42,561

(23,849)

(48,236)

(35,116)
(20,576)
Treasury Shares 0
0

0

0

0
0
Non-Controlling
Interest
48,695
49,289

54,179

56,352

54,485
53,974
Total
Equity
Before
Distribution
4,200,051
6,619,799

6,870,794

6,624,928

6,407,043
8,731,775
After
Distribution
3,307,703
5,663,712

5,978,446

5,668,841

5,514,695

8,731,775

In case a company prepares Parent-Only Financial Statement, Condensed Balance Sheet and Composite Income Sheet of Parent in the most recent 5 years shall be prepared otherwise.

In case a company has adopted the financial information under IFRS for less than 5 fiscal years, financial information adopting the financial accounting standards of Republic of China shall be prepared as the below table (2).

Note 1: Year(s) of financial report not audited and attested by CPAs shall be noted.

Note 2: Where an asset revaluation is conducted in the current year, the date of conduct and the revaluation amount shall be listed.

Note 3: In case a listed company or a company having trading at Taipei Exchange has financial information for the most recent period audited and attested by CPAs up to the date of annual report publication, such information shall also be disclosed.

Note 4: The above-stated figures after distribution shall be entered in on basis of resolutions in a shareholders’ meeting in the following year.

Note 5: For those who have been notified by the FSC to revise their financial information, all the figures/numbers used shall be the revised ones, and the status and reasons for such revision shall be noted.

73

  • Condensed Consolidated Balance Sheets (parent company only financial report) Unit: NTD Thousands
Condensed Consolidated Balance Sheets (parent company-only financial report)
Unit: NTD Thousands
Condensed Consolidated Balance Sheets (parent company-only financial report)
Unit: NTD Thousands
Condensed Consolidated Balance Sheets (parent company-only financial report)
Unit: NTD Thousands
Condensed Consolidated Balance Sheets (parent company-only financial report)
Unit: NTD Thousands
Condensed Consolidated Balance Sheets (parent company-only financial report)
Unit: NTD Thousands
Year
Items

Financial information for the most recent five years (Note 1)
2016 2017 2018 2019 2020
Current Asset 4,118,532
4,597,717

5,200,329

4,742,042

4,737,344
Property,
Plant
and
Equipment(Note 2)
4,896,458
7,537,789

8,241,576

9,891,452

10,476,818
Intangible Assets 5,213
10,167

13,099

13,169

7,034
Other Assets (Note 2) 1,415,226
1,430,390

1,537,848

1,764,865

1,781,394
Total Asset 10,435,429
13,576,063

14,992,852

16,411,528

17,002,590
Current
Liability
Before
Distribution
2,759,308
3,678,742

3,956,019

4,531,930

5,872,193
After
Distribution
2,674,674
3,631,041

3,907,222

4,506,069

5,861,956
Non-Current Liability 3,524,765
3,326,811

4,220,218

5,311,022

4,777,839
Total
Liability
Before
Distribution
6,284,073
7,005,553

8,176,237

9,842,952

10,650,032
After
Distribution
6,199,439
6,957,852

8,127,440

9,817,091

10,639,795
Equity Attributable to
Owners of the Parent
4,151,356
6,570,510

6,816,615

6,568,576

6,352,558
Stock Capital 2,349,565
2,549,565

2,549,565

2,549,565

2,545,175
Capital Surplus 13,804
1,916,204

1,916,204

1,916,204

1,906,479
Retained
Earnings
Before
Distribution
1,757,317
2,062,180

2,374,695

2,151,043

1,936,020
After
Distribution
864,969
1,106,093

1,482,347

1,641,130

1,701,225
Other Equities 30,670
42,561

(23,849)

(48,236)

(35,116)
Treasury Shares 0
0

0

0

0
Non-Controlling Interest 0
0

0

0

0
Total Equity Before
Distribution
4,151,356
6,570,510

6,816,615

6,568,576

6,352,558
After
Distribution
3,259,008
5,614,423

5,924,267

6,058,663

6,117,763

In case a company prepares Parent-Only Financial Statement, Condensed Balance Sheet and Composite Income Sheet of Parent in the most recent 5 years shall be prepared otherwise.

In case a company has adopted the financial information under IFRS for less than 5 fiscal years, financial information adopting the financial accounting standards of Republic of China shall be prepared as the below table (2).

Note 1: Year(s) of financial report not audited and attested by CPAs shall be noted.

Note 2: Where an asset revaluation is conducted in the current year, the date conducted, and the revaluation amount shall be listed.

Note 3: In case a listed company or a company having trading at Taipei Exchange has financial information for the most recent period audited and attested by CPAs up to the date of annual report publication, such information shall also be disclosed.

Note 4: The above-stated figures after distribution shall be entered in on basis of resolutions in a shareholders’ meeting in the following year.

Note 5: For those who have been notified by the FSC to revise their financial information, all the figures/numbers used shall be the revised ones, and the status and reasons for such revision shall be noted.

74

Unit: NTD Thousands

Condensed Comprehensive Income Statement

Year
Items

Financial information for the most recent five years (Note 1)

Financial information for the most recent five years (Note 1)

Financial information for the most recent five years (Note 1)

Financial information for the most recent five years (Note 1)

Financial information for the most recent five years (Note 1)
Current Year
Financial
information as of
March 31, 2021
(Note 2)
2016 2017 2018 2019 2020
OperatingRevenue 5,781,203 6,719,132
7,153,036
5,968,347
5,211,042

1,572,673
OperatingMargin 2,137,711
2,269,819
2,252,917
1,672,360
1,172,818 361,746
OperatingIncome 1,387,478 1,424,961
1,335,901

818,529
396,611
88,696
Non-Operating Income
and Expenses
11,862
(46,676)

83,852

(73,610)

(72,563)

(23,403)
Net Profit before Tax 1,399,340 1,378,285 1,419,753 744,919 324,048 65,293
Current Net Profit from
ContinuingOperations
1,123,018
1,204,429

1,240,411

653,049

285,560

54,313
Loss from Discontinuing
Operation
0
0

0

0

0

0
Current Net Profit(Loss) 1,123,018 1,204,429 1,240,411
653,049
285,560 54,313
Current Other
Comprehensive Income
(Net After Tax)
(37,969)
5,268

(50,772)

(7,489)

22,448

20,419
Current
Total
of
Comprehensive Income
1,085,049
1,209,697

1,189,639

645,560

308,008

74,732
Net Profit Attributable to
Owners of the Parent
1,123,189
1,204,010

1,236,915

649,123

286,094

54,841
Net Profit Attributable to
Non-ControllingInterest
(171)
419

3,496

3,926

(534)

(528)
Total of Comprehensive
Income Attributable to
Owners of the Parent
1,084,938
1,209,103

1,186,277

641,989

308,010

75,243
Total of Comprehensive
Income Attributable to
Non-ControllingInterest
111
594

3,362

3,571

(2)

(511)
EPS 4.78 4.81
4.85
2.55 1.12
0.20

In case a company prepares Parent-Only Financial Statement, Condensed Balance Sheet and Composite Income Sheet of Parent in the most recent 5 years shall be prepared otherwise.

In case a company has adopted the financial information under IFRS for less than 5 fiscal years, financial information adopting the financial accounting standards of Republic of China shall be prepared as the below table (2).

Note 1: Year(s) of financial report not audited and attested by CPAs shall be noted.

Note 2: In case a listed company or a company having trading at Taipei Exchange has financial information for the most recent period audited and attested by CPAs up to the date of annual report publication, such information shall also be disclosed.

Note 3: Loss from Discontinuing Operation shall be listed in net value after deduction of income taxes.

Note 4: For those who have been notified by the FSC to revise their financial information, all the figures/numbers used shall be the revised ones, and the status and reasons for such revision shall be noted.

75

  • Condensed Comprehensive Income Statement (parent company only financial report) Unit: NTD Thousands
Year
Items

Financial information for the most recent five years (Note 1)

Financial information for the most recent five years (Note 1)

Financial information for the most recent five years (Note 1)

Financial information for the most recent five years (Note 1)

Financial information for the most recent five years (Note 1)
2016 2017 2018 2019 2020
OperatingRevenue 5,595,597
6,469,799
6,908,813 5,683,259 4,787,240
OperatingMargin 2,085,295 2,206,081
2,164,839
1,610,980 1,119,271
OperatingIncome 1,409,171
1,445,694

1,332,350
846,892
455,877
Non-Operating
Income
and
Expenses
(27,735)
(69,555)

55,634

(116,924)

(138,208)
Net Profit before Tax 1,381,436 1,376,139 1,387,984
729,968
317,669
Current
Net
Profit
from
ContinuingOperations
1,123,189
1,204,010

1,236,915

649,123

286,094
Loss
from
Discontinuing
Operation
0
0

0

0

0
Current Net Profit(Loss) 1,123,189 1,204,010 1,236,915 649,123 286,094
Current Other Comprehensive
Income
(Net After Tax)
(38,251)
5,093

(50,639)

(7,134)

21,916
Current Total of Comprehensive
Income
1,084,938
1,209,103

1,186,276

641,989

308,010
Net Profit Attributable to Owners
of the Parent
Net Profit Attributable to Non-
ControllingInterest
Total of Comprehensive Income
Attributable to Owners of the Parent


Total of Comprehensive Income
Attributable to
Non-ControllingInterest
EPS 4.78 4.81
4.85
2.55 1.12

In case a company prepares Parent-Only Financial Statement, Condensed Balance Sheet and Composite Income Sheet of Parent in the most recent 5 years shall be prepared otherwise.

In case a company has adopted the financial information under IFRS for less than 5 fiscal years, financial information adopting the financial accounting standards of Republic of China shall be prepared as the below table (2)..

Note 1: Year(s) of financial report not audited and attested by CPAs shall be noted.

Note 2: In case a listed company or a company having trading at Taipei Exchange has financial information for the most recent period audited and attested by CPAs up to the date of annual report publication, such information shall also be disclosed.

Note 3: Loss from Discontinuing Operation shall be listed in net value after deduction of income taxes.

Note 4: For those who have been notified by the FSC to revise their financial information, all the figures/numbers used shall be the revised ones, and the status and reasons for such revision shall be noted.

2. Name of CPAs and Audit Opinions for the 5 Most Recent Fiscal Years

(1) Name of CPAs and Audit Opinions for the 5 Most Recent Fiscal Years

Attesting
Year
Accounting
firms
Name of CPAs Auditor's opinions Remarks
2016 PwC Taiwan Yang, Ming-Jing, Wang, Yu-Juan Unqualified audit report with explanatory
paragraph or modified wording
-
2017 PwC Taiwan Hsu, Chien-Yehh, Hung, Shu-Hua No qualified opinion (Emphasis of Matter or
Other Matters)
-
2018 PwC Taiwan Hsu, Chien-Yehh, Hung, Shu-Hua No qualified opinion (Emphasis of Matter or
Other Matters)
-
2019 PwC Taiwan Hsu, Chien-Yehh, Hung, Shu-Hua No qualified opinion (Emphasis of Matter or
Other Matters)
-
2020 PwC Taiwan Wu, Sung-Yun, Hsu, Chien-Yehh No qualified opinion (Emphasis of Matter or
Other Matters)
-

(2) If there was change/replacement of the CPA within the most recent 5 fiscal years, explanation made by the company's previous and current CPA over the causes for such change/replacement shall be set forth:

In cooperation with internal organic needs of PricewaterhouseCoopers Taiwan, the CPA for attesting is adjusted.

76

(3) The information describing the reasons for having the financial statements in consecutive 5 most recent fiscal years audited and attested by the same CPAs from the Company’s public offer: not applicable.

(II) Financial Analysis of the Most Recent Five Years

(II)
Financial Analysis of the Most Recent Five Years
(II)
Financial Analysis of the Most Recent Five Years
(II)
Financial Analysis of the Most Recent Five Years
(II)
Financial Analysis of the Most Recent Five Years
(II)
Financial Analysis of the Most Recent Five Years
(II)
Financial Analysis of the Most Recent Five Years
(II)
Financial Analysis of the Most Recent Five Years
(II)
Financial Analysis of the Most Recent Five Years
(II)
Financial Analysis of the Most Recent Five Years
Financial analysis
Year (Note 1)
Analysis Items(Note 3)

Financial analysis of the most recent fiveyears
Financial
information for the
year ended March
31, 2021 (Note 2)
2016 2017 2018 2019 2020
Financial
Structure
(%)
Ratio of Liabilities to Assets 61.73 53.46 55.89 61.38 65.09 52.46
Ratio of Long-Term Capital to
Property,Plant and Equipment
144.88 125.47 126.55 115.36 103.33 130.82
Debt
Service
Ability%
Current Ratio 145.99 126.54 129.37 106.19 84.18 143.64
Quick Ratio 105.88 85.49 88.56 67.30 54.64 92.82
Interest Coverage Folds 26.38 30.07 23.47 8.42 3.46 2.88
Operating
Ability
Account Receivables’ Turnover
Rate(Times)
4.69 4.64 3.84 2.75 2.28 2.73
Average Days for Cash
Receipts
77.82 78.83 95.05 132.72 160.08 133
Inventory’s Turnover Rate
(Times)
2.71 2.91 2.75 2.26 2.03 2.42
Payables Turnover Rate
(Times)
4.01 3.64 3.61 3.94 4.28 4.68
Average Days for Sale of
Goods
134.68 125.43 132.73 161.50 179.80 151
Turnover Rate for Property,
Plant and Equipment(Times)
1.17 0.99 0.84 0.61 0.47 0.55
Total Assets’ Turnover Rate
(Times)
0.58 0.53 0.48 0.36 0.29 0.34
Profitability Assets Return Ratio(%) 11.73 9.87 8.66 4.43 2.10 1.64
EquityReturn Ratio(%) 27.84 22.26 18.39 9.68 4.38 2.87
Ratio to Paid-
In Capital (%)
Operating
Income
59.05 55.89 52.40 32.10 15.58 12.69
Pre-Tax
Income
59.56 54.06 55.69 29.22 12.73 9.34
Net Profit Ratio(%) 19.43 17.93 17.34 10.94 5.48 3.45
EPS(NTD) 4.78 4.81 4.85 2.55 1.12 0.22
Cash Flow Cash Flow Ratio(%) 55.76 22.67 26.72 6.44 17.05 3.27
Cash Flow Sufficiency
Ratio(%)
74.21 52.25 50.83 36.70 36.39 5.54
Cash Re-investment Rate(%) 9.96 0.21 1.37 (3.80) 3.83 0.68
Leverage Operational Leverage 1.81 1.90 2.14 2.90 4.73 5.12
Financial Leverage 1.04 1.03 1.05 1.12 1.38 1.42
Please describe the reason for variations to various financial ratios in the 2 Most Recent Fiscal Years. (Where the variation by increase
or decrease is not over 20% may be exempted from analysis)
1. Debt Service Ability: due to the poor profitability status and the continued contribution of capital expenditure, the coverage fold is
therefore lowered.
2. Operating Ability: The current accounts receivable amount is reduced compared to the preceding period, resulting in reduced account
Receivables’ Turnover Rate and increased Average Days for Cash Receipts.
3. Profitability: Due to the decreased 2020 revenue and excessively high fixed cost, the operating income and current income are
reduced compared to the preceding period.
4. Cash Flow: The current contribution of capital expenditure is increased compared to the preceding period, resulting in increase in
net cash payments in investment activities.
5. Leverage: Due to the decrease in the current revenue and reduced operating income, the operational leverage is increased.

Please describe the reason for variations to various financial ratios in the 2 Most Recent Fiscal Years. (Where the variation by increase or decrease is not over 20% may be exempted from analysis)

  1. Debt Service Ability: due to the poor profitability status and the continued contribution of capital expenditure, the coverage fold is therefore lowered.

  2. Operating Ability: The current accounts receivable amount is reduced compared to the preceding period, resulting in reduced account Receivables’ Turnover Rate and increased Average Days for Cash Receipts.

  3. Profitability: Due to the decreased 2020 revenue and excessively high fixed cost, the operating income and current income are reduced compared to the preceding period.

  4. Cash Flow: The current contribution of capital expenditure is increased compared to the preceding period, resulting in increase in net cash payments in investment activities.

  5. In case a company prepares Parent-Only Financial Statement, the Company’s Parent-Only financial ratio analysis shall be prepared otherwise.

  6. In case a company has adopted the financial information under IFRS for less than 5 fiscal years, financial information adopting the financial accounting standards of Republic of China shall be prepared as the below table (2)..

Note 1: Note Year(s) of financial report not audited and attested by CPAs shall be noted.

Note 2: In case a listed company or a company with stocks traded at securities exchange has the financial information in the most current period as audited and attested or reviewed by CPAs up to the date of publication of this Annual Report, such information shall be analyzed.

77

Financial analysis (parent company-only financial report)

Year(Note 1)
Analysis Items (Note 3)
Year(Note 1)
Analysis Items (Note 3)
Year(Note 1)
Analysis Items (Note 3)

Financial analysis of the most recent five years

Financial analysis of the most recent five years

Financial analysis of the most recent five years

Financial analysis of the most recent five years

Financial analysis of the most recent five years
2016 2017 2018 2019 2020
Financial
Structure
Ratio of Liabilities to Assets 60.22 51.60 54.53 59.98 62.64
Ratio of Long-Term Capital to
Property, Plant and Equipment
156.77 131.30 133.92 120.10 106.24
Debt Service
Ability
Current Ratio 149.26 124.98 131.45 104.64 80.67
Quick Ratio 107.47 82.80 90.61 66.57 52.13
Interest Coverage Folds 32.92 37.66 26.26 9.00 3.70
Operating
Ability
Account Receivables’ Turnover
Rate(Times)
5.03 4.99 3.95 2.73 2.24
Average Days for Cash Receipts 72.56 73.15 92.41 134 163
Inventory’s Turnover Rate
(Times)
2.91 3.06 2.90 2.35 2.07
Payables Turnover Rate(Times) 3.93 3.58 3.59 3.92 4.39
Average Days for Sale of Goods 125.43 119.28 125.86 155 176
Turnover Rate for Property, Plant
and Equipment(Times)
1.14 1.04 0.88 0.63 0.47
Total Assets’ Turnover Rate
(Times)
0.54 0.54 0.48 0.36 0.29
Profitability Assets Return Ratio(%) 12.24 10.29 8.97 4.55 2.17
EquityReturn Ratio(%) 28.19 22.46 18.48 9.70 4.43
Ratio to Paid-In
Capital (%)
Operating
Income
59.98 56.70 52.26 33.22 17.91
Pre-Tax
Income
58.80 53.98 54.44 28.63 12.48
Net Profit Ratio(%) 20.07 18.61 17.90 11.42 5.98
EPS(NTD) 4.78 4.81 4.85 2.55 1.12
Cash Flow Cash Flow Ratio (%) 66.15 25.29 23.91 6.35 23.26
Cash Flow Sufficiency Ratio (%) 84.87 53.98 51.87 38.95 43.57
Cash Re-investment Rate (%) 11.08 0.31 (0.08) (4.11) 5.98
Financial
Structure
Operational Leverage 1.69 1.75 1.97 2.55 3.73
Financial Leverage 1.03 1.03 1.04 1.11 1.26
Please describe the reason for variations to various financial ratios in the 2 Most Recent Fiscal Years. (Where the variation by increase
or decrease is not over 20% may be exempted from analysis)
1. Debt Service Ability: due to the poor profitability status and the continued contribution of capital expenditure, the coverage fold is
therefore lowered.
2. Operating Ability: The current accounts receivable amount is reduced compared to the preceding period, resulting in reduced account
Receivables’ Turnover Rate and increased Average Days for Cash Receipts.
3. Profitability: Due to the decreased 2020 revenue and excessively high fixed cost, the operating income and current income are
reduced compared to the preceding period.
4. Cash Flow: The current contribution of capital expenditure is increased compared to the preceding period, resulting in increase in
net cash payments in investment activities.
5. Leverage: Due to the decrease in the current revenue and reduced operatingincome,the operational leverage is increased.

Please describe the reason for variations to various financial ratios in the 2 Most Recent Fiscal Years. (Where the variation by increase or decrease is not over 20% may be exempted from analysis)

  1. Debt Service Ability: due to the poor profitability status and the continued contribution of capital expenditure, the coverage fold is therefore lowered.

  2. Operating Ability: The current accounts receivable amount is reduced compared to the preceding period, resulting in reduced account Receivables’ Turnover Rate and increased Average Days for Cash Receipts.

  3. Profitability: Due to the decreased 2020 revenue and excessively high fixed cost, the operating income and current income are reduced compared to the preceding period.

  4. Cash Flow: The current contribution of capital expenditure is increased compared to the preceding period, resulting in increase in

Note 1: Note Year(s) of financial report not audited and attested by CPAs shall be noted.

  • Note 2: In case a listed company or a company with stocks traded at securities exchange has the financial information in the most current period as audited and attested or reviewed by CPAs up to the date of publication of this Annual Report, such information shall be analyzed.

Note 3: Following calculation formula shall be listed at end of main tables of the annual report:

  1. Financial Structure

  2. (1) Ratio of Liabilities to Assets=Total Liability/Total Asset.

  3. (2) Ratio of Long-Term Capital to Property, Plant and Equipment=(Total Equity + Non-Current Liability)/Net of Property, Plant and Equipment.

  4. Debt Service Ability

  5. (1) Current Ratio=Current Asset/Current Liability.

  6. (2) Quick Ratio=(Current Asset-Inventory-Prepaid Expense)/Current Liability.

  7. (3) Interest Coverage Folds=Net Profit Before Income Tax and Interest Expense/Current Interest Expenditure.

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  1. Operating Ability

    • (1) Accounts Receivable (incl. accounts receivable and notes receivable incurred by operating activities)Turnover= Net Sales/Average Accounts Receivable for each period.

    • (incl. accounts receivable and notes receivable incurred by operating activities) Balance.

    • (2) Average Days for Cash Receipts=365/Account Receivables’ Turnover Rate.

    • (3) Inventory’s Turnover Rate=Cost of Goods Sold/Average Inventory.

    • (4) Accounts Payable(incl. accounts payable and notes payable incurred by operating activities)Turnover= Cost of Goods Sold/Average Accounts Payable for each period

    • (5) (incl. accounts payable and notes payable incurred by operating activities) balance.

    • (6) Average Days for Sale of Goods=365/Inventory’s Turnover Rate.

    • (7) Turnover Rate for Property, Plant and Equipment=Net Sales/Net Average for Property, Plant and Equipment.

    • (8) Total Assets’ Turnover Rate=Net Sales/Average Total Asset.

  2. Profitability

    • (1) Assets Return Ratio=[Post-Tax Profit or Loss + Interest Expense×(1-Tax Rate)]/ Average Total Asset.

    • (2) Equity Return Ratio=Post-Tax Profit or Loss/Average Total Equity.

    • (3) Net Profit Ratio=Post-Tax Profit or Loss/Net Sales.

    • (4) EPS=(Income Attributable to Owners of the Parent -Preferred Shares Dividend)/Weighted Average of Issued Number of Shares.(Note4)

  3. Cash Flow

    • (1) Cash Flow Ratio=Net Cash Flow from Operating Activities/Current Liability.

    • (2) Net Cash Flow Sufficiency Ratio=Net Cash Flow from Operating Activities in the Most Recent 5 Fiscal Years/ (Capital Expenditure + Increase in Inventory + Cash Dividend) in the Most Recent 5 Fiscal Years.

    • (3) Cash Re-investment Rate=(Net Cash Flow from Operating Activities-Cash Dividend)/(Gross of Property, Plant and Equipment + Long-Term Assets + Other Non-Current Assets + Operation Fund).(Note5)

  4. Leverage:

    • (1) Operational Leverage=(Net Operating Revenue-Variable Operating Cost and Expense) / Operating Income(Note6).

    • (2) Financial Leverage=Operating Income / (Operating Income-Interest Expense).

  5. Note 4: The following matters shall be noticed when measuring aforesaid EPS calculations:

  6. Weighted Average Number of Common Shares shall be the basis instead of Number of Shares issued at the end of the year.

  7. In case there is cash capital increase or trading of treasury shares, the calculation periods shall be taken into consideration when calculating Weighted Average Number of Shares.

  8. In case there is capital increase from Earning Transferred to Capital or Capital Surplus, a retroactive adjustment based on capital increase proportion shall be made upon calculation of EPS in previous years and halves of the year without consideration of the issuance period for such capital increase.

  9. In case a preferred share is a cumulative preferred shared not convertible, the dividend of the year (regardless of distribution status) shall be deducted from net profit after tax, or shall be added with net loss after tax. In case a preferred share is noncumulative, where there is net profit after, tax, the dividend of preferred shares shall be deducted from the net profit after tax; where there is a loss, such adjustment may be exempted.

  10. Note 5: The following matters shall be noticed when measuring the Cash Flow Analysis:

  11. Net Cash Flow from Operating Activities refers to net cash inflow from operating activities in the table of Cash Flow .

  12. Capital Expenditure refers to amount of cash payments for each year’s capital investments.

  13. The amount of inventory increase shall be recognized where the ending balance is greater than beginning balance; in case of decrease in inventory, such amount shall be zero.

  14. Cash Dividend includes Cash Dividend from Common Shares and Preferred Shares.

  15. Gross of Property, Plant and Equipment refers to total amount of Property, Plant and Equipment before deduction of accumulated depreciation.

  16. Note 6: The issuer shall divide various operating costs and operating expenses into fixed and variable based on characteristics; where estimates or subjective judgements are involved, the reasonableness of such behavior and consistency shall be noticed.

  17. Note 7: Where a company’s stock is of non-par-value or the face value is not NTD 10, for the aforementioned calculations concerning Ratio to Paid-In Capital, Ratio of Equity Attributable to Owners of the Parent in the Balance Sheet shall be in place.

79

(III) Audit Committee's Report on Financial Statements for the Most Recent Fiscal Year

Audit Committee’s Review Report

The board of directors has prepared and submitted the Company’s Business Report, Financial Statements, and Proposal for Earnings Distribution of the Company for the year 2020. PwC Taiwan has also audited the financial statements and issued the auditors’ report. The Business Report, Financial Statements, and Proposal for Earnings Distribution of the Company for the year 2020 have been reviewed and determined to be correct and accurate by the Audit Committee members of the Company. According to the Securities and Exchange Act and the Company Act, we hereby submit the report for ratification.

Hota Industrial MFG. Co., Ltd.

Convener of the Audit Committee: Zheng, Wen-Zheng

March 17, 2021

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(IV) Financial Statements in the most recent Fiscal year

These financial statements are translated from the traditional Chinese version and are unaudited by a CPA.

Independent Auditor’s Report

(110) Ministry of Finance approved No.20004693

The Board of Directors and Shareholders Hota Industrial Manufacturing Company Limited Public

Opinion

We have audited the accompanying consolidated states of Hota Industrial Manufacturing Company Limited and its subsidiaries (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.

In our opinion, the accompanying consolidated financial statements present fairly, according to our audit result and audit reports from other accountants(please refer to “Others” section),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 the Securities Issuers and the International Reporting Standards(IRFS), International Accounting Standards(IAS), IFRIC Interpretations(IFRIC), and SIC Interpretations (SIC) endorsed and issues 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 Statement 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 December 31,2020 and 2019,

Key audit matters are those materials 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 don not provide a separate opinion on these matters.

81

Key audit matters for the Group’s consolidated financial statements for the year ended December 31,2020 are stated as follows:

Cut-off date for international export income

Notes

With regard to the accounting policy on income recognition, please refer to Note 4 (28) of the consolidated financial report.

The Group mainly focused on the manufacturing and trading of related products for vehicle transmission parts. The main source of sales income is international export sales. Sales to customers involve different types of trading conditions. However, the Group recognize the sales revenue immediately after shipment. At the end of each period, ownership of the products that has not been transferred to the buyer due to the failure of the agreed trading conditions and the control of the product has not been transferred to the buyer. Because the data collection that does not meet the sales revenue recognition conditions involves a high degree of manual judgment and operation, the accountant has included the cut-off date of the export sales revenue as a significant review item.

Corresponding verification procedures

The accountants respond to above notes and take procedures for the specific aspects and procedures are summarized as follows:

  1. Understand and evaluate the operating procedures and internal controls of the Group sales transactions, and test the controls.

  2. Perform a cut-off test for sales transactions within a certain period before and after the end of the financial report, and confirm that revenue is recognized in the appropriate period.

Inventory allowance falling price and sluggish loss evaluation

Notes

With regard to inventory accounting policies, please refer to Note 4 (14) of the consolidated financial report. For important accounting estimates and assumptions for inventory evaluation, please refer to Note 5 (2) of the consolidated financial report. Please refer to Note 6 (6) of the consolidated financial report for the description of the inventory allowance loss. The Group’s inventory and inventory allowance losses as of December 31, 2020 were NT$1,994,796 thousand and NT$96,769 thousand, respectively.

82

The Group is mainly engaged in the manufacturing and trading of automotive transmission parts related products. Due to the fierce competition in the automotive transmission parts market, there is a high risk of inventory falling-price loss or outdated price loss. The inventories of the Group are measured by cost and net realizable value. For inventories that are older than a certain period of age and those that are respectively identified as obsolete, provision is made for depreciation losses based on the degree of inventory depletion. The net realizable value used to evaluate obsoleteness often involves subjective judgments and therefore a high degree of uncertainty in estimation exists. Considering the Group's inventory and its allowance for depreciation losses have a significant impact on the financial statements. The accountant believes that the Group's inventory depreciation loss evaluation is one of the most important items in this year's audit.

Corresponding verification procedures

The accountants respond to above notes and take procedures for the specific aspects and procedures are summarized as follows:

  1. Understand and evaluate the inventory allowance for depreciation losses ,the operating procedures and internal controls mentioned.And then test the controls.

  2. Review the annual inventory-check plan and participate in the annual inventory check to evaluate the management's control of outdated inventory.

  3. The policy for the provision of allowances for inventory evaluation losses is consistently adopted and the rationality of the provision policy is evaluated during the period of comparing the financial statements.

  4. Obtain the inventory age reports to check the inventory items to test the accuracy of the inventory age calculation logic and information.

  5. Regarding the estimated net realizable value of the inventory items, discuss with the management and obtain supporting documents, and then evaluate the rationality of the inventory allowance evaluation loss.

Other matters-adopting other accountants' audit reports

The Group’s consolidated financial statements adopt equity method for investee companies whose financial statements have not been checked by this accountant, but by other accountants. Therefore, in the opinions expressed by this accountant on the above consolidated financial statements, the amounts listed in the financial statements of these companies are based on the audit reports of other accountants. The amount of investment using the equity method on December 31, 2020 and December 31, 2019 were NT$319,885 thousand and 315,263 thousand, respectively, accounting for 1.74% and 1.84% of the total assets respectively. From January 1[st] to December 31[st] 2020 and from January 1[st] to December 31[st] 2019, the comprehensive profits recognized by the equity method were NT$2,398 thousand in losses and NT$7,691 thousand in benefits, respectively, each accounting for 0.78% and 1.19% of comprehensive profit and loss.

83

Other matters – individual financial reports

Hota Industrial Manufacturing Company Limited has prepared its financial statements for the years ended December 31, 2020 and 2019, and we have issued an unqualified audit report thereon for your information.

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 the IRFS, IAS, IFRIC, and 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 preparation the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing. When 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 members of 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, the could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

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.

84

  1. Obtain an understanding of internal control relevant to the audit 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.

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

  3. 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 the 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.

  4. 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.

  5. Obtain sufficient appropriate audit evidence regarding the financial information of the 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 departments, 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 the audit.

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

85

From the matters communicated with those charged with governance, we determine those matters that were of 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 communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

P r i c e w a t e r h o u s e C o o p e r s T a i w a n

==> picture [134 x 39] intentionally omitted <==

Financial Supervisory Commission Approved-certified No.: 1090350620

1050035683

March 17, 2021

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vHota Industrial Manufacturing Company Limited and Subsidiaries

Consolidated Balance sheet

2020 and 2019 December 31

(In Thousands of New Taiwan Dollars)

ASSETS NOTE
6(1)
6(2)
6(3), 8
6(4)
6(4),7(2)
6(5)
6(29)
6(6)
8
6(2)
6(3), 8
6(7) , 8
6(8) , 8
6(9)
6(29)
6(1) , 8
December 31,2020
Amount
%
$ 795,667
4
120,506
1
89,557
-
18,537
-
2,215,079
12
113,358
1
110
-
1,898,027
10
158,616
1
5,409,457
29
64,416
-
32
-
323,357
2
11,540,853
63
317,045
2
7,034
-
63,343
-
625,638
4
12,941,718
71
$ 18,351,175
100
December 31,2019 December 31,2019
Amount
$ 795,667
120,506
89,557
18,537
2,215,079
113,358
110
1,898,027
158,616
5,409,457
64,416
32
323,357
11,540,853
317,045
7,034
63,343
625,638
12,941,718
$ 18,351,175
Amount
$ 526,855
98,516
78,014
2,592
2,238,798
88,419
-
1,883,524
226,592
5,143,310
80,874
-
318,372
10,672,421
348,671
14,142
57,202
520,860
12,012,542
$ 17,155,852
%
CURRENT ASSETS
1100
cash and cash equivalents
1120
Financial assets at fair value
through other comprehensive
income – current
1136
Financial assets at amortized cost
– current
1150
Notes receivable
1170
Accounts receivable
1200
Other receivables
1220
Current income tax assets
130X
Inventories
1470
Other current assets
11XX
Total current assets
NONCURRENT ASSETS
1517
Financial assets at fair value
through other comprehensive
income –noncurrent
1535
Financial assets at amortized cost
– noncurrent
1550
Investments accounted for using
equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1780
Intangible assets
1840
Deferred income tax assets
1900
Other noncurrent assets
15XX
Total noncurrent assets
1XXX
TOTAL
3
1
-
-
13
1
-
11
1
30
1
-
2
62
2
-
-
3
70
100

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87

Hota Industrial Manufacturing Company Limited and Subsidiaries

Consolidated Balance sheet

2020 and 2019 December 31

LIABILITIES AND EQUITY (In Thousands of New Taiwan Dollars)
D e c e m b e r 3 1,2 0 2 0
D e c e m b e r 3 1,2 0 19
Note
Amount
%
Amount
%
6(12)
$ 2,088,753
12
$ 1,120,130
7
6(13)
600,000
3
560,000
3
431,512
2
388,373
2
578,526
3
489,771
3
6(14), 7(2)
437,713
3
539,955
3
6(29)
42,974
-
99,458
1
6(9) , 7(2)
18,363
-
21,171
-
6(15)
2,228,449
12
1,624,830
9
6,426,290
35
4,843,688
28
6(15)
5,042,695
28
5,217,475
30
6(29)
54,357
-
64,240
-
6(9) , 7(2)
257,476
1
284,994
2
6(17)
163,314
1
120,527
1
5,517,842
30
5,687,236
33
11,944,132
65
10,530,924
61
6(19)
2,545,175
14
2,549,565
15
6(20)
1,906,479
10
1,916,204
11
6(21)
660,162
4
593,292
3
48,236
-
23,850
-
1,227,622
7
1,533,901
9
6(22)
(
35,116)
- (
48,236)
-
6,352,558
35
6,568,576
38
54,485
-
56,352
1
6,407,043
35
6,624,928
39
9
11
$ 18,351,175
100
$ 17,155,852
100
CURRENT LIABILITIES
2100
Short-term borrowings
2110
Short - term notes and bills
payable
2150
Notes payable
2170
Accounts payable
2200
Other payables
2230
Income tax payable
2280
Lease liabilities – current
2300
Other current liabilities
21XX
Total current liabilities
NONCURRENT LIABILITIES
2540
Long-term loans
2570
Deferred income tax liabilities
2580
Lease liabilities – noncurrent
2600
Other noncurrent liabilities
25XX
Total noncurrent liabilities
2XXX
Total liabilities
EQUITY ATTRIBUTABLE TO
SHAREHOLDERS OF THE
PARENT
Capital stock
3110
common stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Appropriated as legal capital
reserve
3320
Appropriated as special capital
reserve
3350
Unappropriated earnings
Others
3400
Others
31XX
Equity attributable to
shareholders of the parent
36XX NON - CONTROLLING
INTERESTS
3XXX
Total equity
Significant Contingent Liabilities
and Unrecognized Contractual
Commitments
Significant subsequent events
3X2X
Total liabilities and equities

The accompanying notes to the consolidated financial statements are an integral part of these consolidated financial statements and should be read in conjunction with these consolidated financial statements.

88

Hota Industrial Manufacturing Company Limited and Subsidiaries

Consolidated Statements of Comprehensive Income

2020 and 2019 January 1 to December 31

2020 and 2019 January 1 to December 31
ITEM (In Thousands of New Taiwan Dollars)
2020
2019
NOTE
Amount
%
Amount
%
6(23) , 7(2)
$ 5,211,042
100
$ 5,968,347
100
6(6)(28), 7(2)
(
4,038,224) (
78)(
4,295,987)(
72)
1,172,818
22
1,672,360
28
1,172,818
22
1,672,360
28
6(28)
(
476,031) (
9) (
512,721 ) (
9)
6(28)
(
185,456) (
4) (
187,695 ) (
3)
6(28)
(
108,631) (
2) (
144,460 ) (
2)
12(2)
(
6,089)
- (
8,955)
-
(
776,207) (
15)(
853,831)(
14)
396,611
7
818,529
14
6(24)
4,803
-
9,509
-
6(25)
110,810
2
55,483
1
6(26)
(
78,516) (
1) (
47,262 ) (
1)
6(27)
(
108,291) (
2) (
90,105 ) (
1)
6(7)
(
1,369)
- (
1,235)
-
(
72,563) (
1)(
73,610)(
1)
324,048
6
744,919
13
6(29)
(
38,488)
- (
91,870)(
2)
$ 285,560
6
$ 653,049
11
4000
OPERATING REVENUE
5000
COST OF REVENUE
5900
GROSS PROFIT
5950
Operating net profit
Operating expenses
6100
Sales and marketing expenses
6200
General and administrative
expenses
6300
Research and development
6450
Expected credit losses
6000
Total operating expenses
6900
INCOME FROM OPERATIONS
NON- OPERATING INCOME
AND EXPENSES
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of profits of associates
7000
Total non-operating income
and expenses
7900
INCOME BEFORE INCOME
TAX
7950
INCOME TAX EXPENSE
8200
NET INCOME

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89

Hota Industrial Manufacturing Company Limited and Subsidiaries

Consolidated Statements of Comprehensive Income

2020 and 2019 January 1 to December 31

ITEM 2020
NOTE
AMOUNT
$ 1,667
6(3)
16,638
6(7)(22)
4,416
6(29)
(
348)
22,373
6(22)
(
8,149)
6(22)
10,321
6(7)(22)
(
4,324)
6(29)
2,227
75
$ 22,448
$ 308,008
$ 286,094
(
534)
$ 285,560
$ 308,010
(
2)
$ 308,008
6(30)
$ 6(30)
$
2020 (In Thousands of New Taiwan Dollars)
2019
%
AMOUNT
%
-
$ 22,892
-
-
(
17,675 )
-
-
(
7,619 )
-
-
(
4,577)
-
-
(
6,979)
-
-
(
16,404 )
-
-
15,603
-
-
(
1,303 )
-
-
1,594
-
-
(
510)
-
-
($ 7,489)
-
6
$ 645,560
11
6
$ 649,123
11
-
3,926
-
6
$ 653,049
11
6
$ 641,989
11
-
3,571
-
6
$ 645,560
11
1.12
$ 2.55
1.12
$ 2.54
Other comprehensive income
(LOSS)
Items that will not be reclassified
subsequently to
profit or loss:
8311
Remeasurement of defined benefit
obligation
8316
Unrealized gain on investments in
equity
instruments at fair value through other
comprehensive income
8320
Share of other comprehensive loss
of associates
8349
Income tax benefit (expense) related to
items that
will not be reclassified subsequently
8310
Total items not reclassified to
profit or loss
Items that may be reclassified
subsequently to profit or loss:
8361
Exchange differences arising on
translation of foreign operations
8367
Unrealized gain on investments in debt
instruments at fair value through other
comprehensive income
8370
Share of other comprehensive loss
of associates
8399
Income tax benefit (expense) related to
items that will be reclassified
subsequently
8360
Total amount of items that may
be reclassified to profit or loss in
the future
8300
Other comprehensive income,net of
tax
8500
Total comprehensive income
NET INCOME ATTRIBUTABLE
TO:
8610
Shareholders of the parent
8620
Non-controlling interests
Total
TOTAL COMPREHENSIVE
INCOME
ATTRIBUTABLE TO:
8710
Shareholders of the parent
8720
Non-controlling interests
Total
Basic earnings per share
9750
Total
Diluted earnings per share
9850
Total Diluted earnings per share
$

The accompanying notes to the consolidated financial statements are an integral part of these consolidated financial statements and should be read in conjunction with these consolidated financial statements.

90

Hota Industrial Manufacturing Company Limited and Subsidiaries

Consolidated Statements of Changes in Equity

(In Thousands of New Taiwan Dollars)

2019
BALANCE, JANUARY 1, 2019
Net income in 2019
Other comprehensive income (loss) in 2019, net of
income tax
Total comprehensive income (loss) in 2019
Appropriations of earnings in 2018
Legal capital reserve
Special capital reserve
Common stock and cash dividends to
shareholders
Disposal of investments in equity instruments at fair
value through other comprehensive income
The investee company distributes cash dividends
BALANCE, DECEMBER 31, 2019
JANUARY 1 to DECEMBER 31, 2020
Net income in 2020
Net income
Other comprehensive income
Total comprehensive income
Appropriations of earnings in 2019
Legal capital reserve
Special capital reserve
Common stock and cash dividends to shareholders
Share-based payment transaction
Disposal of investments in equity instruments at fair
value through other comprehensive income
Treasury stock repurchase
Decrease in treasury stock
The investee company distributes cash dividends
BALANCE, DECEMBER 31, 2020
N
o
t
e
EquityAttribu tableto Shareholders of theParent T
o
t
a
l
Non-controlling
I n t e r e s t s
Total Equity
Common Stock Capital Surplus Retained Earnings Unappropriated
Earnings
Oth ers
Unrealized Gain
(Loss) on Financial
Assets at Fair Value
Through Other
Comprehensive
Income
TreasuryStock
Legal Capital
Reserve
Special Capital
Reserve
Foreign Currency
Translation Reserve
6(22)
6(21)

6(22)
6(21)
6(18)(20
)

6(22)
6(19)
6(19)(20
)
$2,549,565
-
-
-
-
-
-
-
-
$2,549,565
$2,549,565
-
-
-
-
-
-
-
-
-
(
4,390)
-
$2,545,175
$1,916,204
-
-
-
-
-
-
-
-
$1,916,204
$1,916,204
-
-
-
-
-
-
20,895
-
-
(
30,620 )
-
$1,906,479
$ 469,600

-
-
-
123,692
-
-
-
-
$ 593,292

$ 593,292

-
-
-
66,870
-
-
-
-
-
-
-
$ 660,162
$ -
-
-
-
-
23,850
-
-
-
$ 23,850
$ 23,850
-
-
-
-
24,386
-
-
-
-
-
-
$ 48,236
$1,905,095

649,123

18,381

667,504
(
123,692 )
(
23,850 )
(
892,348 )

1,192

-
$1,533,901
$1,533,901

286,094

1,360

287,454
(
66,870 )
(
24,386 )
(
509,913 )

-

7,436

-

-

-
$1,227,622
($ 16,067)
-
(
16,112)
(
16,112)
-
-
-
-
-
($ 32,179)
($ 32,179)
-
(
10,242)
(
10,242)
-
-
-
-
-

-
-
-
($ 42,421)
($ 7,782)
-
(
9,403)
(
9,403)
-
-
-
1,128
-
($ 16,057)
($ 16,057)
-
30,798
30,798
-
-
-
-
(
7,436)
-

-
-
$ 7,305
$ -
-
-

-
-
-
-

-
-
$ -
$ -
-
-
-
-
-
-

-
-
(
35,010)
35,010
-
$ -
$6,816,615

649,123
(
7,134)
641,989
-
-
(
892,348)
2,320
-

$6,568,576

$6,568,576

286,094

21,916
308,010

-
-
(
509,913)
20,895
-
(
35,010)
-
-

$6,352,558
$ 54,179
3,926
(
355 )
3,571
-
-
-
-
(
1,398 )
$ 56,352
$ 56,352
(
534 )
532
(
2 )
-
-
-
-
-
-
-
(
1,865 )
$ 54,485
$6,870,794

653,049
(
7,489 )

645,560

-

-
(
892,348 )

2,320
(
1,398 )
$6,624,928
$6,624,928

285,560

22,448

308,008

-

-
(
509,913 )

20,895

-
(
35,010 )

-
(
1,865 )
$6,407,043

The accompanying notes to the consolidated financial statements are an integral part of these consolidated financial statements and should be read in conjunction with these consolidated financial statements.

91

Hota Industrial Manufacturing Company Limited and Subsidiaries

Consolidated Statement of Cash Flows

2020 and 2019 January 1 to December 31

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments for:
Provided by (used in) operating activities:
Loss (gain) on financial asset and liability at fair
value through profit or loss, net

Depreciation - Property

Depreciation – Right-of-use asset

Amortization expense

Interest expense

Interest expense - Lease liability

Expected credit losses

Interest income from bank deposits

Share of profits of associates

Loss (gain) on disposal or retirement of property,
plant and equipment, net

Cash increase to retain employee subscription
remuneration costs

Unrealized exchange loss
Changes in operating assets and liabilities:
Changes in operating assets
Financial instruments at fair value through profit or
loss – current
Notes receivables
Trade receivables and trade receivables from related
parties
Other receivables
Inventories
Other current assets
Other noncurrent assets
Changes in liabilities
Notes payable
Accounts payable (related parties)
Other payables
Other current liabilities
Other noncurrent liabilities
Cash generated from operations
Income taxes paid
Interest received
Interest paid
Net cash generated by operating activities
(In Thousands of New Taiwan Dollars)
NOTE
January 1 to
December 31,2020
January 1 to
December 31,2019

$ 324,048 $ 744,919
6(26)
-
(
2,084 )
6(8)(28)
599,821
577,935
6(10)(28)
23,262
28,770
6(28)
10,067
9,725
6(27)
103,511
85,367
6(10)(27)
4,780
4,738
12(2)
6,089
8,955
6(24)
(
4,803 ) (
9,509 )
6(7)
1,369
1,235
6(26)
(
2,494 )
(
329 )
6(18)
20,895
-
10,045
35,290
-
63,047
(
15,794 )
5,189
39,590
(
315,941 )
(
23,961 )
40,833
(
12,553 ) (
131,593 )
35,305 (
83,800 )
7,696 (
6,750 )
113,353 (
115,848 )
15,614 (
304,663 )
(
9,560 ) (
182,064 )
12,880 (
3,246 )
44,215 (
12,088 )
1,303,375
438,088
(
109,226 ) (
58,769 )
4,806
9,510
(
103,583 ) (
85,974 )
1,095,372
302,855

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92

Hota Industrial Manufacturing Company Limited and Subsidiaries Consolidated Statement of Cash Flows

2020 and 2019 January 1 to December 31

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal or redemption of: Financial
assets at fair value through other comprehensive
income – current
Acquisitions of: Financial assets at fair value through
other comprehensive income – noncurrent
Financial assets at amortized cost
Dividends received from investments accounted for
using equity
method
Acquisitions of: Property, plant and equipment

Proceeds from disposal or redemption of: Property,
plant and equipment
Increase in intangible assets
Refundable deposits refunded
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term loans

Proceeds from short-term bills payable

Repayment of the principal portion of lease liabilities
Proceeds from long-term bank loans

Repayment from long-term bank loans

Cash dividends

Proceeds from Disposal of Treasury Stock

Net cash used in financing activities
EFFECT OF EXCHANGE RATE
~~NET INCREASE (DEC~~REASE) IN CASH AND
CASH
EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING
OF YEAR
CASH AND CASH EQUIVALENTS, END OF
YEAR
NOTE

(
(
6(31)
(
(
(

6(32)
6(32)
6(32)
(
6(32)
6(32)
(
6(21)
(
6(19)
(
(
(In Thousands of New Taiwan Dollars)
January 1 to
December 31,2020
January 1 to
December 31,2019
$ 17,608
$ 22,319
6,503 )
(
2,239 )
1,112 ) (
29,316 )
2,441
11,892
1,689,681 ) (
2,232,191 )
10,235
14,864
2,715 ) (
9,626 )
1,047
729
1,668,680 ) (
2,223,568 )
958,281 (
289,237 )
40,000
310,000
20,136 ) (
26,005 )
6,319,534
5,306,773
5,909,807 ) (
3,282,164 )
509,913 ) (
892,348 )
35,010 )
-
842,949
1,127,019
829 )
24,829
268,812
(
768,865 )
526,855
1,295,720
$ 795,667
$ 526,855
$ $

The accompanying notes to the consolidated financial statements are an integral part of these consolidated financial statements and should be read in conjunction with these consolidated financial statements.

93

Hota Industrial Manufacturing Company Limited and Subsidiaries Consolidated Financial Statements Notes

2020 and 2019 January 1 to December 31

(In Thousands of New Taiwan Dollars)

1. HISTORY OF THE COMPANY

Hota Industrial Manufacturing Company Limited (the “Company” ) or Hota Industrial Manufacturing Company Limited with subsidiaries(the “Group”),is a Republic of China (R.O.C.) corporation, was incorporated in January, 1973 and started to operate at the same time. The Group is a dedicated foundry in the manufacturing and selling gear wheels, shafts and various transmission parts like for automobile, motorbike, agricultural machinery, tooling machinery, etc.

In September 2001, the Group’s shares were listed on the Taiwan Stock Exchange (TWSE).

2. THE AUTHORIZATION OF FINANCIAL STATEMENTS

The accompanying parent company only financial statements were approved and authorized for issue by the Board of Directors on March 17, 2021.

3. APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING

STANDARDS

(1 ) Application of the amendments to the IFRSs endorsed and issued into effect by the Financial Supervisory Commission (FSC)

Amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers for application starting from 2020 and the IFRSs issued by International Accounting Standards Board (IASB) and endorsed by the FSC with effective date starting 2020

Effective Date Issued New, Revised or Amended Standards and Interpretations by IASB Amendment to IAS 1 and IAS 8, ‘Disclosure Initiative-Definition of Material January 1, 2020 Amendments to IFRS 3, ‘Definition of a business’ January 1, 2020 Amendments to IFRS 9, IAS 39 and IFRS 7, ‘Interest rate benchmark reform’ January 1, 2020 Amendment to IAS 16” Provisions on the Accounting Treatment of the June 1, 2020(note)

COVID-19 Pandemic-related Rental Concession”

Note FSC allows to apply from January 1st , 2020 onwards.

The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’ assessment

(2 ) IFRSs issued by IASB but not yet endorsed by the FSC

New standards, interpretations and amendments issued by IASB and applicable in 2021 but not yet included in the IFRSs as endorsed by the FSC are as follows

New Standards, Interpretations and Amendments Amendments to IFRS 4 “Temporary exemption from the extension of

International Financial Reporting

94

Standard No. 9”

Standards Board

International Accounting

January 1,2021

Amendments to IFRS 9, IAS 39, IFRS 7,IFRS4 and IFRS 16 “

Interest Rate Benchmark Reform - Phase 2”

January 1, 2021

The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’ assessment

(3 ) The IFRSs issued by IASB but not yet endorsed and issued into effect by the FSC New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:

Effective Date Issued Effective Date Issued
New, Revised or Amended Standards and Interpretations by IASB
Amendments to IFRS 3 “Reference to the Conceptual Framework” January 1, 2022
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of To be
Assets To be determined by IASB between an Investor and its
Associate or Joint Venture”
determine
d by
IASB
IFRS
17,
‘Insurance contra
January 1, 2023
Amendments
to
IFRS
17,
‘Insurance
contracts’
January 1, 2023
Amendments to IAS 1 “Classification of Liabilities as Current or Non Current” January 1,
2023
Amendments to IFRS 1, ‘Disclosure of accounting policies” contracts’ January 1, 2023
Amendments to IFRS 8, ‘Definition of accounting estimates” contracts’ January 1, 2023
Amendments to IAS 16 “Property, Plant and Equipment - Proceeds January 1,
2022
Amendments to IAS 37 “Onerous Contracts–Cost of Fulfilling a January
1, 2022
2018-2020
periodical
annual improvements
January 1, 2022

The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’ assessment

4.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant accounting policies adopted in preparation of these consolidated financial statements are listed as below, which have been consistently applied during all reporting periods except other specific illustrations.

(1 ) Statement of compliance

The accompanying consolidated financial statements have been prepared in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed by the FSC with the effective dates (collectively, “Taiwan-IFRSs”).

(2 ) Basis for preparation

1.Excpet below key items, this consolidated financial statements have been prepared on the historical cost basis

(1)The calculation of financial assets is through other comprehensive profit and loss calculation of fair value measurement.

95

  • (2) Determined welfare liabilities are recognized as the net amount of the present value of the definite welfare obligations after the deduction of retirement fund assets.

  • The management has to make certain significant accounting estimates based on their professional judgment and decide the accounting policy according to the IFRSs as endorsed by the FSC. Any change in the assumption could result in a significant change in the financial statements. The management of the Bank and subsidiaries believes that the assumptions used in the consolidated statements are appropriate. For highly complicated matters, matters requiring high level of judgments, significant judgments that could have an impact on the consolidated financial statements and estimates and key sources of assumption uncertainty, please refer to Note 5 for further details.

96

  • (3 ) Basis of Consolidation

  • 1.The basis for the consolidated financial statements

    • (1) The group incorporates all subsidiaries into the consolidated financial report compilation body. Subsidiary refers to an entity controlled by the group (including structured entities). When the group is exposed to variable compensation from the participation of the individual or has rights to such variable compensation, and through its power or ability to influence the individual's payment, the Group controls the individual. Subsidiaries will enter the consolidated financial report from the day when the Group gains control,and terminates the merger on the day when the control is lost.

    • (2) Transactions, balances and unrealized equities between subsidiaries are eliminated. Accounting policies of subsidiaries have done essential adjustments to be the same as the Group’s.

    • (3) Each component of the profit and loss and other comprehensive gains and losses is attributed to the owner of the parent company and non-controlling interest. The total amount of the comprehensive profit and loss is also attributed to the owner of the parent company and the non-controlling interest, even if there is a non-controlling loss caused by the equity.

    • (4) If the change in the amount of stocking owned by the subsidiaries does not lead to loss of control (transaction with non-controlling rights and interests), it is treated as an equity transaction, which means it is treated as a transaction with the owner. The difference between the adjustment amount of the non-controlling equity and the fair value of the consideration paid or received is directly recognized as equity.

    • (5)When the Group loses the control over subsidiaries,re-evaluate the remaining investment at fair value,and set it as cost for initial recognition of financial assets or of affiliates investment,the fair value and carrying amount are recognized as current profit and loss. For all amounts previously recognized in other comprehensive profit and loss related to the subsidiary, the accounting handles the same as if the Group directly disposes of related assets or liabilities, which is, if the profit or loss previously recognized as other comprehensive profit or loss, when disposing of related assets or liabilities, they will be re-classified as profit or loss. When the control of the subsidiary is lost, the profit or loss will be re-classified from equity as profit or loss.

  • The subsidiaries in the consolidated financial statements

Name of Investor
Name of subsidiary
Main business and
products
Hota Industrial
Manufacturing Company
Limited
Hozuan investment Company
Limited(Abbreviated as Hozuan
company)
Investment activities
Hota Industrial
Manufacturing Company
Limited
Howin Precision Company
Limited(Abbreviated as Howin
company)
Manufacturing of internal
combustion engines and
piston rings for
automobiles and
motorbikes, and wholesale
of hardware parts and
metal parts
Hota Industrial
Manufacturing Company
Limited
Wuxi Hoda Precision gear Company
Limited (Abbreviated as Wuxi Hoda
company)
Manufacturing and sell
various of precision gears
for automobiles and
motorbikes
Hota Industrial
Manufacturing Company
Limited
HOTATECH, INC.
Sell various precision
gears for automobiles and
reinvest USA Unison
Investment
Co., Inc.
for selling various
precision gears of
automobiles
Hota Industrial
Manufacturing Company
Limited
CAPTAIN HOLDING CO.,LTD.
Holding company
Hota Industrial
Manufacturing Company
Limited
Juda Intelligent
Technology(Abbreviated as Wuxi
Juda company)
Manufacturing and selling
various precision Gears
and shafts for automobiles
HOTATECH, INC.
UNISON INVESTMENT CO., INC.
selling various precision
Percentage of Ownership (%)
December 31,
2020
December 31,
2019
100
100
61.05
61.05
100
100
100
100
100
100
83.33
83.33
100
100
Percentage of Ownership (%)
December 31,
2020
December 31,
2019
100
100
61.05
61.05
100
100
100
100
100
100
83.33
83.33
100
100
December 31,
2020
100
61.05
100
100
100
83.33
100
2019
100
61.05
100
100
100
83.33
100

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gears and shafts of automobiles CAPTAIN HOLDING Howon(Whaian)automobile Manufacturing and selling 100 100 CO., LTD. components Company Limited of automobile gearboxes and gears

  • 3.Subsidiaries not included in consolidated financial reports: No

  • Subsidiaries adopting different ways of adjustment and handling during accounting period: No

  • 5.Significant limitations No

  • 6.Subsidiaries hold significant un-contolling rights and profits to the Group: No

(4)Foreign currency translations

Items included in the financial statements of each entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in New Taiwan Dollar

  • 1.Foreign currency transaction & balance

  • (1) Foreign currency transactions are converted into functional currency using the spot exchange rate on the transaction day or the measurement day, and the conversion difference resulting from such transactions is recognized as the current profit or loss.

  • (2) The balance of foreign currency assets & liabilities will be adjusted according to the spot exchange rate on the date of the asset liability balance sheet, and the conversion difference resulting from the adjustment shall be recognized as current profit and loss.

  • (3) The balance of foreign currency non-monetary assets & liabilities that is measured at fair value through other comprehensive gains and losses is evaluated and adjusted at the spot exchange rate on the reporting date. The conversion difference arising from the adjustment is recognized in other comprehensive gains and losses; The fair value measurement is based on the historical exchange rate on the initial transaction date.

  • (4)All currency exchange profits and losses are listed in “other profit and loss” in the income statement.

  • 2.Conversion of foreign operating agencies

  • (1) Functional currency and expression currency are different from all group entities, associated enterprises & joint agreements, and their operating results and financial status are converted into expression currency as following:

  • A. The assets & liabilities expressed in each asset liability table are converted at the closing exchange rate on the asset liability table date;

  • B. The income & expenses expressed in each consolidated income statement are converted at the current average exchange rate;

  • C. All conversion differences resulting from the conversion are recognized as other consolidated profits and losses.

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  • (2) When the foreign operating organization that is part of the disposition or sale is a subsidiary company, the accumulated exchange difference recognized as other comprehensive gains and losses will be re-attributed to non-controlling interests of the foreign operating organization. However, even if the Group still retains the partial rights and interests of the former subsidiary, it has lost the control of the foreign operating agency's subsidiary company, it will deal with the entire right and interest of the foreign operating agency.

(5) The classification standards of current & non-current for assets and liabilities

  1. Assets that meet 1one of the following conditions are classified as current assets

  2. (1) Assets were expected to realize in normal business cycle

  3. (2) Assets were held on the purpose of transaction

  4. (3) Assets expected to realize within 12 months after the reporting date.

  5. (4) Cash and cash equivalents are included except those who are subject to restrictions on exchange or use to pay off debts at least 12 months after the date of the reporting date.

  6. The Group classifies those not meeting above conditions to be non-current assets.

  7. 2.Liabilities that meet 1one of the following conditions are classified as current liabilities

  8. (1) Assets were expected to realize in normal business cycle

  9. (2) Assets were held on the purpose of transaction

  10. (3) Liabilities expected to realize within 12 months after the reporting date

  11. (4) It is not possible to defer the repayment period without any condition at least 12 months after the date of the reporting date. Indebtedness clauses which may lead to liquidation by issuing equity instruments, depending on the choice of the trading counterparty, do not affect their classification.

The Group classifies those not meeting above conditions to be non-current liabilities.

(6) Cash equivalents

Cash equivalents refer to short-term and highly liquid investments that can be converted into fixed amount of cash at any time and the risk of value deviation is very small.

(7) Financial assets measured at fair value through profit and loss

  1. Refers to financial assets that are not measured at amortized cost or at fair value through other comprehensive gains and losses. Financial assets that are measured at amortized cost or at fair value through other comprehensive gains and losses. When the measurement can be eliminated or significantly reduced or the recognition is not consistent, the Group specifies at the time of initial recognition as measured at fair value through profit and loss of financial assets.

  2. The Group adopts trading day accounting for financial assets that are measured at fair value for the through gains and losses of transactions in compliance with customary transactions.

  3. The Group is initially measured at fair value, and related transaction costs are recognized in profit and loss. And then , its profit or loss is recognized at fair value.

  4. When the right to receive dividends is confirmed, the economic benefits related to the dividends are likely to flow in. And then the amount of dividends can be reliably measured, the Group recognizes dividend income in the profit and loss.

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(8 ) The calculation of financial assets is through other comprehensive profit and loss calculation of fair value measurement.

  1. Regarding the non-cancellable option at the time of initial recognition, the fair value change of the investment of equity tools not holding for trading is reported to other comprehensive gains and losses. Or at the same time, it meets the following investment conditions:

    • (1) Holding the financial assets under the business model for the purpose of collecting contractual cash flow & selling.

    • (2) Cash flow that the financial assets generate during the specific contract terms is entirely for the payment of the principal amount and for the circulation the interest and interest of the principal amount.

  2. The Group adopts trading day accounting for financial assets that are measured at fair value for the through gains and losses of transactions in compliance with customary transactions.

  3. The Group is initially measured at fair value, and related transaction costs are recognized in profit and loss. Then, its profit or loss is recognized at fair value.

    • (1) Changes in the fair value of equity tools are recognized in other comprehensive profits and losses, and are recognized before they are to be delisted Cumulative gains and losses listed in other comprehensive gains and losses or subsequent losses and losses cannot be reclassified to gains&losses,and transferred to retained earnings. When the right to receive dividends is confirmed, the economic benefits related to the dividends are likely to flow in, the amount of dividends can be reliably measured, and the Group recognizes the dividend income in the profit and loss.

    • (2) Changes in the fair value of debt instruments are recognized in other comprehensive profit and loss, impairment losses, interest income and foreign currency exchange gains and losses before delisting are recognized in profit and loss. And when delisting, accumulated gains or losses previously recognized in other comprehensive profit and loss would re-classify as profit and loss instead of equity.

  4. (9) Financial assets at amortized cost

  5. Refers to those who meet the following conditions at the same time:

  6. (1) Holding the financial asset under the operating model for the purpose of obtaining the total cash flow from the contract.

  7. (2) Cash flow that the financial assets generate during the specific contract terms is entirely for the payment of the principal amount and for the circulation the interest and interest of the principal amount.

  8. The Group adopts trade-day accounting for financial assets that comply with transaction conventions which are measured at amortized cost after sale.

  9. At the time of initial recognition, the company calculates the transaction as a cost measurement based on its fair value, and subsequently adopts the effective interest method to recognize the interest income during the circulation period according to the amortization procedure and recognition of the impairment loss. In addition, when listing, the profit or loss is recognized in profit and loss.

  10. The Group holds fixed deposits that do not meet the cash equivalents. Due to the short holding period, the effect of discounting is not significant, and it is measured by the amount of investment.

  11. (10) Accounts Receivable & Invoices

  12. Refers to the accounts & invoices that have been unconditionally received in exchange for the right to the value of the transfer of goods or services in accordance with the contract.

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  1. Short-term accounts receivable & notes that are interests unpaid, which the discount has little impact. The Group uses the original invoice amount to measure the amount.

  2. The business model of the Group's expected sale of accounts receivable is to collect contractual cash flow & sell, and then to be measured at fair value, and changes are recognized as other comprehensive profits and losses.

(11) Financial asset impairment

On every day of the balance sheet of assets, the Group invests in debt instruments measured at fair value through other comprehensive gains and losses & receivables from financial assets measured at amortized cost and part of the account that contains major financial affairs. After considering all reasonable and corroborative information (including forward-looking information), for those whose credit risk has not increased significantly since the initial recognition, the amount of loss will be adjusted against the expected credit loss for 12 months. For those whose credit risk has increased significantly since the initial recognition, the credit loss balance shall be adjusted against the loss based on the expected credit loss amount during the duration. Regarding accounts receivable or contract assets that do not include major components in financial statements, the balance of losses is offset against the amount of expected credit losses during the duration.

(12) Derecognition of financial assets

The Group derecognizes a financial asset only when situation happens as follow:

  • 1.The contractual rights to the cash flows from the financial asset expire.

  • 2.The contractual rights to the cash flows from the financial asset have been transferred and all the risks and rewards of the financial asset ownership have been removed.

  • 3.The contractual rights to the cash flows from the financial asset have been transferred and the Group doesn’t reserve the control of the financial asset.

(13 ) Lease transaction as a Lessor, Lease account receivable / Operating lease

  • Rental income from operating lease excluding any incentive given to the lessee, is recognized on a straight-line basis over the term of the lease.

  • (14 ) Inventory

  • Inventories are recognized at the lower of cost or net realizable value where cost is calculated by the weighted average method. The costs of finish goods and work-in-process include raw material, direct labor, other direct costs, and manufacturing cost related to production apportioned according to normal production capacity, except the cost of financing. When comparing the cost and the net realizable value is lower, the item-by-item comparison method is adopted. The net realizable value of the inventory is determined mainly based on the price estimated during the normal business process deduct cost assumptions of future demand and related variable sales expense.

  • (15 ) Investments Accounted for Using Equity Method / Associates

  • An associate is an entity over which the Group has significant influence and that is not a subsidiary. Usually, the Group owns directly or indirectly over 20% of the voting right. Under the equity method, an investment in an associate is initially recognized at its cost of acquisition.

  • The Group recognizes the share of income after acquisition as income of current period, and the share of other comprehensive income after acquisition as other comprehensive income. The share of loss of any associate has equal or exceed the Group’s equity including any other unsecured receivables, the Group shall not recognize any further loss, except statutory obligation, presumptive obligation, or payables for the associate.

  • Equity changes against non-income or other comprehensive income without influence on the shareholding percentage of the associate, the Group shall recognize the share of equity changes as capital reserve.

  • The unrealized gain/loss of the transaction between the Group and the association has been

101

eliminated by the adjustment to the share of its equity except clear evidence indicates the assets transferred have been impaired. The accounting policies of the association have been adjusted for sure and consistent with that of the Group.

  1. When the Group subscribes to additional shares in an 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 net value of the associate. The Group records such a difference as an adjustment to investments with the corresponding amount charged or credited to “Capital reserve” and “Investments Accounted for Using Equity Method.” If the Group’s investment percentage is reduced due to the additional subscription to the shares of associate by other investors, the proportionate amount of the gains or losses previously recognized in other comprehensive income related to that associate shall be reclassified to profit or loss on the same basis.

  2. When the Group disposes shares of an association, if it loses significant influence on the association, the accounting treatment of all amounts previously recognized in other comprehensive income related to the association will be the same basis as if the Group directly disposes of related assets or liabilities. That is if the benefits or losses previously recognized as other comprehensive income will be reclassified as gains and losses when the relevant assets or liabilities are disposed of. When the Group loses a significant influence on the association, the benefits or losses will be taken from equity shall be reclassified as profit and loss. If it still has a significant influence on the association, the amount previously recognized in other comprehensive income will be transferred out in the previously mentioned manner only on a proportional basis.

(16 ) Property, Plant and Equipment

  1. Property, Plant and Equipment are accounted on the basis of acquisition cost, and the relevant interest during the acquisition and construction period is capitalized.

  2. Subsequent costs are accounted in the book amount of the asset or recognized as a separate asset only when the future economic benefits related to the item are likely to flow into the Group and the cost of the item can be reliably measured. The book amount of the replacement shall be delisted. All other maintenance costs are recognized as current profit and loss when incurred.

  3. Property, plant, and equipment are measured at the cost model. Except for land without depreciation, other depreciation is calculated on a straight-line basis based on the estimated useful lives. If the Property, Plant, and Equipment components are significant, their depreciation shall be separately enlisted.

  4. The Group reviews the residual value, estimated useful lives, and depreciation method of each asset at the end of the fiscal year. If the expectation of the residual value or the estimated useful lives is different from the previous estimation, or the expected consumption pattern for the future benefits contained in the asset changes significantly, it shall be handled on the date incurred in accordance with International Accounting Standard No. 8, "Accounting Policies, Changes in Accounting Estimates and Errors".

Estimated Useful Lives of Assets are listed below:

Buildings and Construction 5~50 years
(including ancillary works)
Mechanical equipment 3~26 years
Transportation equipment 3~16 years
Utility equipment 5~16 years
Other equipment 2~25 years

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(17 ) Lease transaction as a Lessee - Right-of-use Assets / Lease Liabilities

  1. The Group recognizes right-of-use assets and lease liabilities for all leases at the commencement date of the lease properties. Payments of lease contracts for short-term leases (leases of machinery and equipment and others) and low value assets leases are recognized as expenses on a straight-line basis during the lease period.

  2. Lease liabilities are measured at the present value of the unpaid lease payments discounted by the lessee’s incremental borrowing rates at the commencement date of the lease. Lease payments include:

Fixed payments, deduct collectable lease incentives.

  • Thereafter, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease period. When the lease period or lease payment changes due to non-contract modification, the Group re-measures the lease liabilities with a corresponding adjustment to the right-of-use assets.

  • Right-of-use assets are measured at cost on the commencement date of the lease, where the cost including:

  • (1) The initial measurement of lease liabilities;

  • (2) Any lease payment at or before the commencement date;

  • (3) Any initial direct cost happened on the asset.

Subsequent measurement is calculated as cost less accumulated depreciation against whether the estimated useful lives of assets or the lease terms is earlier. When the lease liabilities was remeasured, right-of-use assets are adjusted by the remeasurement of the lease liabilities.

  • 4.For lease modifications that reduce the range of the lease, the lessee will reduce the book value of the right-of-use asset to reflect the partial or full termination of the lease, and the difference between it and the remeasured amount of the lease liability is recognized in profit or loss.

(18) Intangible Assets

  1. Computer software

  2. Computer software is recognized at the cost and straight-line amortized according to its estimated useful life of 1 to 3 years.

  3. Intangible assets, such as Royalties for technology transfer, are straight-line amortized on their estimated useful life of 1 to 5 years.

(19 ) Impairment of non-financial assets

The Group estimates the recoverable amount of assets that show signs of impairment on the date of the balance sheet. When the recoverable amount is lower than its book value, the impairment loss is recognized. Recoverable amount refers to the higher value of an asset at fair value minus the cost of disposal or its value use. When there is none or reduction of impairment in the assets recognized in the previous year, the impairment loss shall be reversed, but the book value increment of the asset by the reverse of the impairment loss shall not exceed the book value of the asset which was assumed no impairment and was deductd depreciation or amortization.

(20) Loan

Loan refers to long-term and short-term loans borrowed from banks. The Group measures its fair value minus transaction costs at initial recognition. Subsequently, for any difference between the price after deducting transaction costs and the redemption value, the interest expenses during the circulation period use the effective interest method to recognize profit and loss in the amortization procedure.

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(21 ) Account Payable and Note Payable

  1. Note payable refers to debts arising from the purchase of raw materials, commodities or labor services on credit and arising from business or non-business factors.

  2. Due to the discount has little effect, short-term accounts payables and note payables that interest unpaid, the Group uses the initial invoice amount to measure.

(22 ) Derecognization of Financial Liabilities

When the contractual obligations are fulfilled, canceled, or expired, the Group will derecognize the financial liabilities.

(23 ) Employee Benefits

  1. Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid as an expense in exchange for service rendered by employees.

  1. Retirement benefits

  2. (1) Defined contribution plans

For defined contribution plans, the amount of the retirement fund on the basis of employee’s responsibilities is recognized as the cost of the benefit plan of the current period. (2) Defined benefit plans

A. The net benefit liabilities under the defined benefit plan are calculated by discounting the number of future benefits the employee earned now or in the past, and the present value of defined benefit liabilities on the date of the balance sheet deduct the fair value of the beneficial asset.

The net benefit liabilities are determined by the actuary's calculations every year using the Projected Unit Credit Method. The discount rate refers to the market rate of return of government bonds (on the balance sheet date).

B. Remeasurement from the defined benefit plan is recognized in other comprehensive income of the current period, and reflected in retained earnings.

  • (3) Remuneration of employees, directors and supervisors

  • Remuneration of employees, directors and supervisors are recognized as expenses and liabilities when there are legal or expected obligations and the amount can be reasonably estimated. If there is a discrepancy between the actual and estimated allotment and the subsequent resolution of the shareholders' meeting, it shall be dealt with the Changes in Accounting Estimates.

(24 ) Share based payment

The share based payment agreement for equity delivery refers to the employee services obtained by measuring the fair value of the equity instruments given on the grant date, which is recognized as remuneration costs during the vested period, and the equity is relatively adjusted. The fair value of equity instruments should reflect the effects of both acquired and non-vested conditions on the market price.

The recognized remuneration cost is adjusted in accordance with the expected amount of rewards that meet the service conditions and the non-market price vested conditions until the final recognized amount is recognized by the vested amount on the vesting date.

(25 ) Income Tax

  1. Income taxes include current and deferred income taxes. Except for the income tax items included in other comprehensive income or equity, which are separately listed in other comprehensive income or directly listed in the Equity, the income tax is recognized in the income.

  2. The Group calculates the current income tax based on the tax rate that has been legislated on

104

the balance sheet date of the country where it operates and generates taxable income. The management regularly evaluates the status of income tax declarations with respect to applicable income tax regulations and, where applicable, estimates the income tax liabilities based on the expected taxes to be paid to the taxation authority. Income tax of retained earnings is levied in accordance with the Income Tax Act. In the next year after the subsequent earnings are generated, after the shareholders' meeting ratified the earning distribution proposal, the distribution of actual earnings will be confirmed and the retained earnings income tax expenses will be recognized.

  1. Deferred income tax adopts the balance sheet method, and recognizes the temporary difference between the tax base of assets and liabilities and their book amounts in the consolidated balance sheet. Deferred income tax liabilities arising from the goodwill originally recognized are not recognized. If the deferred income tax originates from the original recognition of assets or liabilities in the transaction and does not affect accounting profits or accounting at the time of the transaction. Tax income (taxable loss) is not recognized. If the temporary difference caused by investing in a subsidiary company, the Group can control the timing of the reversion of the temporary difference, and the temporary difference will not be recognized if it is likely that it will not revert in the foreseeable future. Deferred income tax adopts the tax rate (and Tax Acts) that has been enacted on the balance sheet date and is expected to apply when the relevant deferred income tax asset is realized or the deferred income tax liability is settled.

  2. Deferred tax assets are recognized within the scope where temporary differences are likely to be used to offset future taxable income, and unrecognized and recognized deferred tax assets are reassessed on each balance sheet date.

  3. When there is a legal enforcement right to offset the recognized current income tax assets and liabilities, and there is an intention to pay off on a net basis or to realize assets and liabilities at the same time, the current income tax assets and current income tax liabilities are mutually exclusive. When there is statutory enforcement power to offset the current income tax assets and current income tax liabilities, and the deferred income tax assets and liabilities are generated by the same taxpayer taxed by the same tax authority, or by different taxpayers but each entity intends to The deferred income tax assets and liabilities are offset against each other when the net basis is settled or the assets and liabilities are realized at the same time.

(26 ) Shares

  1. Common shares are classified as Equity. The net amount directly attributable to the increase in the issuance of new shares or stock options after deduction of taxes is listed as a price reduction in Equity.

  2. When the Company buys back the outstanding shares, the payment of consideration including any increase costs directly attributed and excluding tax, is recognized as a deduction of Equity. When the purchased shares are reissued afterward, the payment of consideration received will deduct any increase costs directly attributed and income tax influence, the difference against the book value of the shares will be recognized as an adjustment to Equity.

(27 ) Dividend distribution

Dividend to the shareholders of the Company is based on the resolution of the shareholders’ meeting of the Company and recognized in the financial statements. Cash dividends are recognized as Liability; Stock dividends are recognized as Stock dividends to be distribute, and will be transferred to common shares on the base date for the issuance of new shares.

(28 ) Revenue recognition

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The group manufactures and sells gear wheels, shafts, and various transmission components products. Revenue is the fair value of the received or receivable for the sales of goods to customers outside the Group in normal business activities, expressed in deducting sales tax, sales returns, quantity discounts, and discounts. Revenue is recognized when the control power of the product is transferred to the customer, which means when the product is delivered to the customer and the Group has no uncompleted contractual obligations that may affect the customer's acceptance of the product. When the control of the product has been transferred to the customer, the group neither continues to participate in the management of the product nor maintains effective control over the product, and the customer accepts the product according to the sales contract, and there is objective evidence showing that all acceptance terms have been met, the delivery of the product assures.

(29 ) Government Grant

The Government Grant can be reasonably assured that an enterprise will comply with the conditions imposed, and it will be recognized at its fair value. If the nature of the Government Grant is to compensate for the Group's expenses, it will be recognized as the current profit and loss on the basis of the system during the occurrence of the related expenses. Government Grant related to real estate, housing, and equipment is recognized as non-current liabilities and as current profits and losses based on the estimated useful life of the relevant assets using the straight-line method.

(30 ) Operating Departments

The Group’s operating departments' information and internal management reports provided to the main operating decision-makers are reported in a consistent manner. The main operational decision-maker is responsible for allocating resources to the operating departments and evaluating their performance, which has been identified that the main operating decision-maker of the Group is the Board of Directors.

V. Main sources of major accounting judgments, assumptions, and uncertainty of estimations. When the Group prepared this consolidated financial report, the management has used its judgment to determine the accounting policy and made accounting estimations and assumptions based on reasonable expectations of future events on the circumstances at the balance sheet date. The major accounting judgments and assumptions may be different from the actual results and will be continuously evaluated and adjusted from historical experience and other factors. These estimations and assumptions have the risk that the book value of assets and liabilities will be adjusted significantly in the next fiscal year.

Please follow explanations on major accounting judgments, assumptions, and uncertainty of estimations:

  • (1) Major Judgments on Accounting Policy

  • Financial assets, impairment on equity investment

According to International Financial Reporting Standards (IFRS) No. 9, the Group requires a major judgment to determine whether an individual financial asset as equity investment impairs. When taking the judgment, the Group assessed whether the fair value of individual equity investment is lower than its cost, based on the consideration of the financial health and the short-term business prospects of the investee, including the factors of the industry performance, technical changes, operating performance, and financing cash flow.

  1. Financial assets, impairment on Account Receivable

According to International Financial Reporting Standards (IFRS) No. 9, the Group requires a major judgment to determine whether an individual financial asset as Account Receivable impairs. The Group assesses the recoverability of Accounts receivable of the individual customer and the estimated amount of impairment, including the factors of financing capability, repayment conditions, and debt

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negotiation.

(2 ) Major Accounting estimates and assumptions

Since inventory is priced at the lower of cost and net realizable value, the Group should use judgment and estimation to determine the inventory net realizable value on the balance sheet date. Because technology evolves fast, the Group assesses the amount of inventory on the balance sheet due to normal loss, obsolescence, or no-market sales value, and reduces the inventory cost to the net realizable value. This inventory evaluation is mainly based on the product demand in a specific period in the future as the estimation basis, so significant adjustments may occur.

The Group’s book value of inventory is NT 1,898,027 thousands on December 31, 2020.

VI. Description of important accounting items

(1) Cash and Cash equivalents

Cash on hand and working capital
Demand Deposit
Foreign Currency Deposit
Check Deposit
Total
Dec. 31, 2020
$ 6,716
354,713
434,210
28
$ 795,667
Dec. 31, 2019
$ 1,474

321,805

203,536

40
$ 526,855
  1. The Group maintains good credit quality with financial institutions and interacts with many financial institutions to disperse credit risks. The possibility of defaults is expected to be very low.

  2. The Group has not provided cash or cash equivalents as pledges.

(2) Fair Value Through Other Comprehensive Income (FVTOCI) Financial Assets

Items
Current item:
Equity Instruments
Listed company stocks

Evaluation adjusted
Total

Non-Current item:
Equity Instruments
Non-listed company stocks

Evaluation adjusted
Total
Dec. 31,
2020
$ 151,959
(31,453)
$ 120,506
$ 82,629
(18,213)
$ 64,416
Dec. 31,
2019
$ 154,402
(55,886)
$ 98,516
$ 86,245
(5,371)
$ 80,874

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  1. The Group chose to classify the equity of strategic investments as financial assets measured at Fair Value Through Other Comprehensive Income (FVTOCI). The fair values of these investments as of December 31, 2020, and 2019 were NT 184,922 thousand and NT 179,390 thousand respectively.

  2. The details of FVTOCI financial assets recognized in income and comprehensive income are listed below:

FVTOCI Equity Instruments FVTOCI recognition adjusted

Year 2020
$ 16,638
Year 2019
$ (17,675)
  1. Regardless of the collateral held or other credit enhancements, the maximum amount of credit risk exposure of the Group outstanding FVTOCI financial assets on December 31, 2020, and 2019 were NT 184,922 thousand and NT 179,390 thousand respectively.

  2. Risk and Fair Value information of the FVTOCI financial assets, please refer to notes 12 (2) and (3) for details.

(3) Amortized cost of financial assets

(3) Amortized cost of financial assets
Items Dec. 31,2020
$ 32,819
56,738
$ 89,557
$ 32
NT thousand dollars
Dec. 31,2019
Current item:
Time Deposits (over 3 months)
Restricted deposit
Subtotal
Non-current item:
Restricted deposit
$ 78,014
-
$ 78,014
$ -
  1. Regardless of the collateral held or other credit enhancements, the maximum amount of credit risk exposure of the Group's outstanding Amortized cost financial assets on December 31, 2020, and 2019 were NT 89,589 thousand and NT 78,014 thousand respectively.

  2. The Group provides time deposits as pledge guarantees, please refer to Note 8 for details.

  3. (4) Account receivable and Note Receivable

Note Receivable(NR)
Account Receivable(AR)
Less:Allowance
Dec. 31, 2020
$ 18,537

$ 2,26
4,779
(49,700)
Dec. 31, 2019
$ 2,592
$ 2,28
4,650
(45,852)

108

$ 2,21
5,079
$ 2,23
8,798

1. Aging schedule of Account receivable and Note receivable is listed below:

Not Overdue
Within 120 days
121-240 days
241-360 days
Over 361 days
Dec. 31, 2020
AR
NR
$ 1,934,807
$ 18,537
232,660
-
56,123
-
18,974
-
22,215
-
$ 2,264,779
$ 18,537
Dec. 31, 2019
AR
NR
$ 1,832,173
$ 2,592
360,656
-
32,430
-
40,073
-
19,318
-
$ 2,284,650
$ 2,592
AR
$ 1,934,807
232,660
56,123
18,974
22,215
$ 2,264,779
AR
$ 1,832,173
360,656
32,430
40,073
19,318
$ 2,284,650

The above is an aging schedule based on the number of overdue days.

  1. As of December 31, 2020, December 31,2019, and January 1, 2019, the balance of account receivable (including note receivable) between the Group and its customers was NT 2,283,316 thousand, NT 2,287,242 thousand, and 2,045,650 thousand respectively.

  2. The Group signed a non-recourse factoring contract with E.Sun Bank and O-Bank. As of December 31, 2020, and 2019, the expected sale of accounts receivable (belonging to FVTOCI financial assets) was 727,869 thousand and 738,271 thousand respectively. On December 31, 2020, the valuation adjustment recognized in FVTOCI financial assets was 10,560 thousand; in addition, Accumulated Other comprehensive income reclassified to profits and losses was 9,048 thousand. For information about the transfer of financial assets, please refer to Note 6 (5).

  3. Regardless of the collateral held or other credit enhancements, the maximum amount of credit risk exposure of the Group's outstanding note receivable on December 31, 2020, and 2019 were NT 18,537 thousand and NT 2,592 thousand respectively; the maximum amount of credit risk exposure of the Group's outstanding account receivable on December 31, 2020, and 2019 were NT 2,264,779 thousand and NT 2,284,650 thousand respectively.

  4. For information on the credit risk information of Account receivable and bills, please refer to Note 12 (2).

(5) Transfer of Financial Assets

Delist all financial assets transferred.

  1. The Group signed an account receivable factoring contract with O-Bank in January 2018. According to the contract, when the Group sells account receivable to O-Bank, the bank prepays approximately 90% of AR to the Group, 10% remains will be paid to the group until the bank collects all the AR. The Group waives the risk of uncollectible accounts receivable but bears the burden by commercial disputes. The Group neither provides collaterals nor any continuous participation in all AR transferred, so the Group has already delisted the accounts receivable sold.

  2. As of December 31, 2020, and 2019, the Group has delisted the AR, and the relevant information unexpired is as follows:

Dec. 31, 2020

Financing AR sold Amount delisted Amount prepaid Amount unpaid Rate range(%)

109

objects

O-Bank $178,478 $ $ $ 0.85~1.15 178,478 160,550 17,928

Dec. 31, 2019

Financing
objects
O-Bank
AR sold
$328,513
Amount delisted
$ 328,513
Amountprepaid

$ 295,511
Amount unpaid
Rate range(%)
$ 33,002
1.05~2.65

(6) Inventory

Raw Material
Work in Process
Finish Goods
Total

Raw Material
Work in Process
Finish Goods
Total
Dec. 31, 2020
Cost
$ 411,270
759,158
824,368
$ 1,994,796
Allowance for
price reduction
$ (10,149)

(16,288)
(70,332)
$ (96,769)
Dec. 31, 2019
Book Value
$ 401,121

742,870
754,036
$ 1,898,027
Cost
$ 476,742
745,708
751,927
$ 1,974,377
Allowance for
price reduction
$ (8,819)

(15,013)
(67,021)
$ (90,853)
Book Value
$ 467,923

730,695
684,906
$ 1,883,524
Inventory cost recognized by the Group as expenses in the
current period:
Cost of inventory sold
Allowances of loss for price decline and idle inventory
Income of the sale of scraps and obsoletes
Other
Year 2020
$ 4,07
0,631

7,905
(48,752)
8,440
$ 4,03
8,224
Year 2019
$ 4,348,4
19

11,504

(64,063)

127
$ 4,295,9
87

(7) Investments under Equity method

110

  1. The book amounts of individual insignificant associates of the Group and their share of operating results are summarized as follows:
KAO FONG MACHINERY CO., LTD
LING WEI CO., Ltd.
TAIWAN PYROLYSIS &
ENERGY REGENERATION CORP.
TAKAWA SEIKI, INC.
Subtotal
Less: Accumulated Loss
Total
Continuing business unit's
current net profit (loss)
Other comprehensive income (net after tax)
Total comprehensive income for the current period
Dec. 31, 2020
$ 290,162

29,723
3,736
3,472
327,093
(3,736)
$ 323,357

Fiscal Year 2020
$ (1, 369)
92
$ (1, 277)
Dec. 31, 2019
$ 283,161

32,102
3,736

3,109

322,108

(3,736)
$ 318,372
Fiscal Year 2019
$ ( 1, 235)

(8, 922)
$ (10, 157)
  1. The Group holds less than 20% of the shares of Kao Fong Machinery Co., Ltd., but because the Group has the ability to influence its financial and operational policies, it is classified as an Association of the Group.

  2. The group's investment in Kao Fong Machinery Co., Ltd. has a public quote, and its fair value was NT 213,899 thousand and NT 198,648 thousand as of December 31, 2020, and 2019, respectively.

  3. The group has assessed Taiwan Pyrolysis & Energy Regeneration Corp. has ceased business and has no actual operations. Therefore, the entire investment is listed as an impairment loss of NT 3,736 thousand.

  4. The Group obtained 973 thousand shares of an Association, Kao Fong Machinery Co., Ltd., adopting the equity method in the fiscal Year 2020. As of December 31, 2020, the shareholding ratio was 16.11%.

  5. The details of the share of the profits and losses of Associations and Joint ventures that adopt the equity method are as follows:

Investment profit (loss)

Association Invested

Fiscal Year 2020 Fiscal Year 2019

111

KAO FONG MACHINERY CO., LTD
LING WEI CO., Ltd.
TAKAWA SEIKI, INC.
Total
$ (1,968)
62
537
$ (1,369)
$ (4,356)

3,049

72
$ (1,235)

The share of the profits and losses of the Associations recognized for the investment using the equity method is based on the evaluation of the financial statements of the investee companies that have been reviewed by the accountant during the same period.

  1. For information on guarantees provided by investment using the equity method, please refer to Note 8 for details.

(Blank below)

112

(8) Real Estate, Plants and Equipment

Year 2020 Year 2020
Cost Balance,begin Additions Disposals Transfers Net difference
$ (5,093)
(4,559)
7,012
60
5
282
2,165
$ (128)
Net difference
$ (858)
2,127
30
1
140
$ 1,440
Balance,End
Lands
Buildings
Machinery and Equipment
Transportation
Utility
Other equipment
Projects uncomplete and
equipment to be inspected
Subtotal
Accumulated Depreciation
$ 1,779,124
3,467,978
7,508,976
56,205
58,658
566,128
635,172


$ 80,250

151,795

345,576

2,453

1,535

117,410

563,762


$ -

(900)

(102,196)

(323)

-

(151,409)

-


$ -

11,371

242,601

-

3,978

12,285

(55,454)
$ 1,854,281
3,625,685
8,001,969
58,395
64,176
544,696
1,145,645
$ 14,072,241

$ 1,262,781


$ (254,828)

$ 21
4,781
$ 15,294,847
Balance,begin Additions Disposals Transfers Balance,End
Buildings
Machinery and Equipment
Transportation
Utility
Other equipment
Subtotal
TOTAL
$ 693,606
2,398,492
21,615
19,508
266,599


$ 96,689

361,689

4,750

3,125

133,568


$ (450)

(97,857)

-

-

(148,780)


$ -

-

-

-
-
$ 788,987
2,664,451
26,395
22,634
251,527
$ 3,399,820

$ 599,821


$ (247,087)

$ -
$ 3,753,994
$ $

113

11,540,853

10,672,421

Year 2019

Cost Balance,begin Additions Disposals Transfers Net difference
$ (1,073)
(9,202)
(13,650)
(139)
(11)
(904)
(4,093)
$ (29,072)
Net difference
$ (1,243)
(4,815)
(46)
(2)
(550)
Balance,End
Lands
Buildings
Machinery and Equipment
Transportation
Utility
Other equipment
Projects uncomplete and
equipment to be inspected
Subtotal
Accumulated Depreciation
$ 1,401,750
3,285,908
6,397,229
53,956
42,812
438,517
183,869


$ 378,447

158,981

211,220

2,946

2,036

149,128

518,031


$ -

-

(54,143)

(3,798)

-

(24,774)

-


$ -

32,291

968,320

3,240

13,821

4,161

(62,635)
$ 1,779,124
3,467,978
7,508,976
56,205
58,658
566,128
635,172
$ 11,804,041

$ 1,420,789


$ (82,715)

$ 959,
198
$ 14,072,241
Balance,begin Additions Disposals Transfers Balance,End
Buildings
Machinery and Equipment
Transportation
Utility
Other equipment
$ 605,150
2,118,938
19,686
16,702
136,245


$ 89,699

320,605

4,323

2,808

160,500


$ -

(41,058)

(2,348)

-

(24,774)


$ -

4,822

-

-
(4,822)
$ 693,606
2,398,492
21,615
19,508
266,599

114

Subtotal
TOTAL
$ 2,896,721

$ 577,935


$ (68,180)

$ -
$ (6,656)
$ 3,399,820
$ 10,672,421
$ 8,907,320

115

  1. The major components of the buildings of the Group, including structure and elevators, are depreciated for 50 years and 6 years respectively.

  2. For information about real estate, plants, and equipment as collaterals, please refer to Note 8 in detail

  3. Capitalization amount of interest expense, and interest rate range for real estates, plants, and equipment:


equipment:
Capitalization Amount
Interest Rate Range
Fiscal Year 2020
$ 16,688
1.20%
Fiscal Year 2019
$ 9,057

1.30%

(9) Lease transaction as a Lessee

  1. The subject assets of the Group lease include land, buildings, official vehicles, etc. The lease period usually ranges from 1 to 38 years. A lease contract is an individual negotiation and contains a variety of different terms and conditions. Except that the leased assets cannot be used as collateral for loans, there are no other restrictions.

  2. The lease period of the photocopiers leased by the Group shall not exceed 12 months.

  3. The book values of the right-to-use assets and the depreciation expenses recognized information are as follows:

Book Value
Land
Buildings
Transportation equipment
Other equipment
Total
Depreciation
Land
Buildings
Transportation equipment
Other equipment
Total
Dec. 31, 2020
$ 294,353
21,991
696
5
$ 317,045
Fiscal Year 2020
$ 7,916
10,995
4,323
28
$ 23,262
Dec. 31, 2019
$ 304,483

43,817

338

33
$ 348,671
Fiscal Year 2019
$ 7,731

15,791

5,218

30
$ 28,770

The changes in the right-to-use assets of the Group in the year 2020, and 2019 are as follows:

Balance on Jan. 1 Year 2020 Year 2020
Land

$ 304,48
3
Buildings
$ 43,817
Transportation
equip.
$ 338
Other
equip.
$ 33
Total
$ 348,67
1

116

Additions
Lease modification
Depreciation
Net exchange
difference
Balance on Dec. 31
-
(3,523)
(7,916)
1,309
$ 294,35
3

-

(10,776)

(10,995)

(55)
$ 21,991
4,681
-
(4,323)
-
$ 696
-
-
(28)
-
$ 5
4,681
(14,299)
(23,262)
1,254
$ 317,04
5

Year 2019

Balance on Jan. 1
Additions
Depreciation
Net exchange
difference
Balance on Dec. 31
Land
$313,943
-
(7,731)
(1,729)
$304,483
Buildings
$ 41,76
7
17,885
(15,791)
(44)
$ 43,81
7
Transportation
equip.
$ 5,617
-
(5,218)
(61)
$ 338
Other
equip.
$ 65
-
(30)
(2)
$ 33
Total
$ 361,39
2
17,885
(28,770)
(1,836)
$ 348,67
1
  1. The increase in the right-to-use assets of the Group in the Year 2020 and 2019 were NT 4,681 thousand and NT 17,885 thousand respectively.

  2. Information about the profit and loss for the lease contracts are as follows:

Items affecting current profit and loss
Year 2020
Interest expense on lease liability
$ 4,780
Expenses for short-term lease contracts
9,162
Lease modification benefits
320
Year 2019
$ 4,738

796

-
  1. The total lease cash outflows of the Group in 2020 and 2019 were NT 34,078 thousand and 30,743 thousand respectively.

  2. (10) Lease transaction as a Lessor

  3. The subject assets leased by the Group include buildings, machinery, and equipment. The lease contract period usually ranges from 3 to 20 years. The lease contract is based on a separate agreement and contains various terms and conditions.

  4. The benefits of the Group based on the business leases recognized in the year 2020 and 2019 are as follows:


as follows:
Rental income
Rental income recognized as variable lease payments
Year 2020
$ 19,454
1,280
Year 2019
$ 16,006

1,053
  1. The analysis of the expiry date of payment of the Group's operating lease is as follows:

117

Duration

Dec. 31, 2020

Duration

Dec. 31, 2019

Year 2020
Year 2021
Year 2022
Year 2023
Year 2024
Year 2025
After Year 2026
Total
$ 7,569
Year 2019
3,438
Year 2020
341
Year 2021
50
Year 2022
50
Year 2023
50
Year 2024
550
After Year 2025
$ 12,048
Total
$ 16,482
14,655
486
341
50
50
600
$ 32,664

(11) Other non-current assets

Prepayment for equipment
Prepayment for construction
Refundable deposits
Other non-current assets
Total
Dec. 31, 2020
$ 450,755
33,176
7,646
134,061
$ 625,638
Dec. 31, 2019
$ 374,464

21,190

8,693

116,513
$ 520,860
  1. The Company acquired land number #1088, Guang zheng Section, Dali District, Taichung City, with a book value of NT 87,818 thousand. The land is adjacent to the industrial zone, and because it is agricultural land that cannot be transferred to the Company to be the owner temporarily. The Company retains the original certificate of the land ownership and has a trust agreement with the nominal owner. The two parties have agreed before the ownership registration, the nominal owner shall not transfer the ownership to any third party nor set up any mortgage.

  2. The Group signed a contract with the People's Republic of China for the right to use the designated land in the Huai'an Economic Development Zone on June 4, 2012. The term is 50 years. The lease has been paid in full when it was signed.

  3. Note: The group reclassified the prepaid long-term rent to the right-to-use assets on January 1, 2019. For relevant information, please refer to Note 6 (9).

  4. For information on other non-current assets as collateral, please refer to Note 8 for details.

118

(12) Short-term Loan

Property of Loan Dec. 31, 2020
Rate range
Collaterals
Bank Loan
Secured Loan
Credit Loan
Total
Property of Loan
$ 145,963
0.85%~0.92%
Investment, plant, buildings,
machinery and equipment using
the equity method
1,942,790
0.68%~3.05%
$ 2,088,753
Dec. 31, 2019
Rate range
Collaterals
Bank Loan
Secured Loan
Credit Loan
Total
$ 102,000
0.9%~1.39%
Investment, plant, buildings,
machinery and equipment using
the equity method
1,018,130
0.8%~3.05%
$ 1,120,130

(13) Short-term notes & bills payable

Bills finance company
E.Sun Bills
Mega Bills
China Bills
Total
Bills finance company
E.Sun Bills
Mega Bills
China Bills
China Bills
Total
Dec. 31,2020
$ 300,000
100,000
200,000
$ 600,000
Dec. 31,2019
$ 300,000
100,000
100,000
60,000
$ 560,000
Rate of issuance
1.39%
0.92%
0.92%
Rate of issuance
1.52%
0.92%
0.92%
0.92%
Collaterals
Note
-
-
Collaterals
Note
-
-
-

Note E.Sun Bills credit line is the combined credit line from the Syndicated Loans of E.Sun Bank. The combined book value is NT 300,000 thousand.

(14) Other Payables

119

Salary Payable
Remuneration payable to directors
Equipment payment payable
other
Total
Dec. 31,2020
$ 86,827
3,521
91,933
255,432
$ 437,713
Dec. 31,2019
$ 112,333
9,789
212,870
204,963
$ 539,955

(15) Long-term Loan

Unit: NT thousand dollars

Loan type
Loan period and
repayment method
Interest rate
range
Collateral
Dec. 31, 2020
Syndicated
secured Loans
– E.Sun Bank
Since July 15, 2016,
every 6 months,
repayment in
installments until July
22, 2022
1.79%
Plants, office
buildings and
machinery
equipment
Secured Loan
Sequentially due before
May, 2039.
Repayments in
installments.
0.00%~5.25%
Land,
buildings,
plants,
machinery
equipment
Credit Loan
Sequentially due before
May, 2026.
Repayments in
installments.
0.10%~1.21%
-
Subtotal
Less: Long-term loans due within one year or one operating cycle
(listed other current liabilities)
Less: Government grant discount
Total
$ 1,333,70
4
3,530,191
2,382,070
7,245,965
(2,156,481)
(46,789)
$ 5,042,69
5

Unit: NT thousand dollars

Loan type
Loan period and
repayment method
Interest rate
range
Collateral
Dec. 31, 2019
Syndicated
secured Loans
– E.Sun Bank
Since July 15, 2016,
every 6 months,
repayment in
installments until July
22, 2022
1.79%
Plants,office
buildings and
machinery
equipment
Secured Loan
Sequentially due before
May, 2026.
Repayments in
installments.
1.20%~5.25%
Land,
buildings,
plants,
machinery
equipment
Credit Loan
Sequentially due before
May, 2022.
Repayments in
installments.
0.10%~1.47%
-
Subtotal
Less: Long-term loans due within one year or one operating cycle
(listed other current liabilities)
$ 1,028,00
0
3,258,714
2,543,218
6,829,932
(1,612,457)

120

$ 5,217,47 5

Total

  1. (1) On June 4, 2019, the Company signed a Syndication Loan Contract with a group of banks formed by E.Sun Bank and Taiwan Land Bank, etc., with a total credit line of NT 1,000, 000 thousand, and E.Sun Bank as the managing bank, for repay loans to financial institutions and to enrich mid-term working capital. As of December 31, 2020, the allocated amount was NT 500,000 thousand, and the undrawn amount was NT 500,000 thousand.

  2. (2) On May 3, 2016, the Company signed a Syndication Loan Contract with a group of banks formed by E.Sun Bank and Taiwan Land Bank, etc., with a total credit line of NT 3,000, 000 thousand, and E.Sun Bank as the managing bank, for repay loans to financial institutions and to enrich mid-term working capital. As of December 31, 2020, the allocated amount was NT 1,133,704 thousand, and the undrawn amount was NT 810,000 thousand. In addition to other relevant regulations, the above-mentioned syndication loan contract includes the following restrictions: during the credit period, the following financial ratios shall be maintained, and be reexamined in the financial statements verified by the accountant every six months.

    • A. The current ratio [current assets/(current liabilities minus the one-year maturity amount of the credit line)] shall keep at 100% (inclusive) or more.

    • B. The Liabilities ratio (Liabilities/tangible assets net value) shall keep below 220% (inclusive) in 2013 and 2014, and below 200% (inclusive) after 2015 (inclusive).

    • C. The minimum net value of tangible assets shall keep at more than NT 4 billion.

  3. (3) During the credit period and the provisions of the syndication loan contract, the Company must follow specific financial ratios at the end of the year and half of the year, such as the current ratio, debt to equity ratio, and interest protection multiple requirements. As of December 31, 2020, the Company has not violated the above restrictions.

  4. On July 18, 2019, the Group signed a low-interest loan contract with First Commercial Bank to supplement the use of medium-term working capital. The loan interest is based on Chunghwa Post's two-year time deposit floating interest rate adds 0.1% is paid on a monthly basis and will be adjusted when the pricing interest rate is adjusted.

  5. (16) Government Grant

The Group obtained government preferential interest rate loans from Taiwan Business Bank, First Bank, and Taiwan Cooperative Bank of the "Action Plan for Welcoming Overseas Taiwanese Businesses to Return to Invest in Taiwan". As of December 31, 2020, the total amount was NT 2,399,600 thousand is used for operating turnover, purchasing machinery and equipment, and building factories. The loan will be repaid from August 2021 to November 2030. Based on the market interest rate at the time of 1.40%~ 1.50%, the total fair value of the borrowing is estimated to be NT 1,536,072 thousand, and the difference between the amount obtained and the fair value of the borrowing is NT 46,789 thousand, which is regarded as a government low-interest grant and recognized as Deferred income (listed in the table "Other non-current liabilities"). The deferred income that exceeds the paid-in period shall be transferred to other income in a straight line method. (17) Pension

1.

  • (1) The Company and its domestic subsidiaries have established Defined benefit retirement measures in accordance with the provisions of the "Labor Standards Act", which are applicable to service years of all regular employees before the implementation of the "Labor Pension Regulations" on July 1, 2005, and the follow-up service years of employees who choose to comply the Labor Standards Act after the implementation of the "Labor Pension Regulations". For employees who meet the retirement conditions, the pension payment is calculated based on the length of service and the average salary of the 6 months before retirement. Two bases are given for each year of service within 15 years (inclusive), and one base is given for each year of service over 15 years, but the cumulative maximum is limited to 45 bases. The Company allocates 2% of the total salary per month as the retirement fund, which is deposited in Bank of Taiwan by a special account named

121

the Labor Pension Fund Supervisory Committee.

In addition, the Company should calculate the amount of pensions for those who meet the statutory retirement conditions in the next year before the end of each year and make a provision for the difference before the end of March of the following year.

  • (2) The amounts recognized on the balance sheet are as follows:
The present value of net defined benefit obligations
Fair value of project assets
Net defined benefit liabilities
(Blank below)
NT thousand dollars
Dec. 31, 2020
Dec. 31, 2019
$ 201,364
$ 225,310
(117,687)
(131,736)
$ 83,677
$ 93,574
NT thousand dollars
Dec. 31, 2020
Dec. 31, 2019
$ 201,364
$ 225,310
(117,687)
(131,736)
$ 83,677
$ 93,574
$ 225,310
(131,736)
$ 93,574

122

(3) The changes to the present value of Defined Benefits are as follows:

Year 2020
Balance on Jan. 1
Current Service Cost
Interest Expense (Income)
Subtotal
Remeasurement:
planned asset earning
(Exclude money in interest income or
expenses)
Changes by Demographic assumptions
Impact
Changes by Financial assumptions
impact
Changes by Plan reduction
Adjustment by Experience
Subtotal
Provision to the Pension fund
Pension payment
Balance on Dec. 31
Present value of Defined benefit
Liabilities
$ 225,310
1,314
1,413
228,037
-
32
5,526
(155)
(3,031)
2,372
(29,045)
$ 201,364
Fair value of project assets
$ (131,736)


-

(833)

(132,569)

(4,259)

-

-

-

-

(4,259)
(9,904)

29,045
$ (117,687)
Net defined benefit liabilities
$ 93,574

1,314

580

95,468

(4,259)

32

5,526

(155)

(3,031)

(1,887)

(9,904)
$ 83,677
Year 2019
Balance on Jan. 1
Current Service Cost
Interest Expense (Income)
Subtotal
Remeasurement:
planned asset earning
(Exclude money in interest income or
expenses)
Changes by Demographic assumptions
Impact
Present value of Defined benefit
Liabilities
$ 243,847
2,702
1,813
248,362
-
117
Fair value of project assets
$ (115,799)


-

(903)

(116,702)

(4,316)

-
Net defined benefit liabilities
$ 128,048

2,702

910

131,660

(4,316)

117

123

Changes by Financial assumptions
impact
Adjustment by Experience
Subtotal
Provision to the Pension fund
Pension payment
Balance on Dec. 31
1,992
(20,688)
(18,579)
(4,473)
$ 225,310

-

-

(4,316)
(15,191)

4,473
$ (131,736)

1,992

(20,688)

(22,895)

(15,191)
$ 93,574

124

  • (4) The assets of the Company's defined benefit pension fund are items within the scope and amount of entrusted business projects stipulated by the Bank of Taiwan in accordance with Article 6 of the "Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund". The annual investment plan of the fund (that is, deposits in domestic and overseas financial institutions, investment in domestic and overseas listings, over-the-counter or private equity securities, investment in domestic and overseas real estate securitization products, etc.) to handle entrusted business, and related operation are supervised by the Pension Fund Supervision Committee. When using the fund, the minimum income of its annual final accounting distribution shall not be lower than the income calculated based on the two-year time deposit interest rate of local banks in Taiwan. If it is insufficient, it shall be supplemented by the State Treasury after approval by the competent authority. As of December 31, 2020, and 2019, the fair value of the fund’s total assets, please refer to the report published by the Government on the annual use of labor pension funds.

  • (5) The summary of the actuarial assumptions regarding pension payments is as follows:

follows:
Discount Rate
Future salary increase rate
Year 2020
The Company
Subsidiaries
0.30%
0.30%
3.00%
2.00%
Year 2019
The Company
0.30%
3.00%
The Company
0.65%
3.00%
Subsidiaries
0.65%
2.00%

The hypothesis of the future mortality rate is based on the fifth empirical life chart of the Taiwan Life Insurance.

The analysis of the defined benefit plan affected by changes in the main actuarial assumptions adopted is as follows:

Impact on the present value
of Defined Benefit Liabilities
Dec. 31, 2020
Dec. 31, 2019
Discount Rate
+0.25%
-0.25%
$ (3,973)
$ 4,120
$ (4,306)
$ 4,465
Future salary increase rate Future salary increase rate
+0.25%
$ (3,973)
$ (4,306)
+0.25%
$ 4,003
$ 4,353
-0.25%
$ (3,882)
$ 4,222

The above sensitivity analysis is based on the analysis of the impact of a single hypothesis change while other assumptions remain unchanged. In practice, many changes in assumptions may be relevant. The sensitivity analysis system is consistent with the calculation method of the net pension liabilities of assets and liabilities.

  • (6) The Company's estimated payment for the retirement plan in the year 2021 is NT 7,850 thousand.

  • (7) As of December 31, 2020, the weighted average duration of the retirement plan was 8 years. An analysis of the grant date of the retirement payment is as follows:

The Grant date due
Less than 1 year
1~2 years
2~5 years
More than 5 years
Retirement Payment Due
$ 13,460
22,671
61,169
108,394

125

$ Total 205,694

  1. (1) Since July 1, 2005, the Company and its domestic subsidiaries have established a defined contribution plan procedures in accordance with the "Labor Pension Act", which are applicable to domestic employees. The Company applies the labor retirement pension system stipulated by the "Labor Pension Act" for employees' choice, with a monthly contribution of 6% of the salary to the employee's personal account of The Bureau of Labor Insurance, and the payment depends on the employee's personal pension. The amount of the special account and accumulated income is received in the form of a monthly pension or a lump-sum pension.

  2. (2) The regular employees of HOTATECH, INC. who have served for more than one year shall adopt a defined contribution plan. Employees can withdraw within 15% of the salary into an independent retirement fund account. Correspondently, the Company should withdraw a certain proportion of the employee's withdrawal amount and recognized it as the current expense.

  3. (3) In accordance with China's Retirement and Pension System, the subsidiary company in China draws different proportions of retirement benefits each month according to the level of employees, and allocates them to the authority designated by the Government. After the fund is allocated, it will be handled by the Government labor department. No matter the fund is insufficient or excess, it is irrelevant to the subsidiary company.

  4. (4) In the year 2020 and 2019, the company recognized the cost of retirement payment according to the above-mentioned method are NT 32,166 thousand and NT 42,800 thousand respectively.

(18 ) Share-Based Payments

  1. The Group’s share-based payments of 2020 are as follows:

Types of Agreements Grant Date Grant Amount Contract Period Vesting Conditions

Cash capital increase to retain employee subscription December 15, 2020 1,393 units NA Immediately vested

  1. The Group used the stock closing market prices as fair value measurement for the transaction of share-based payments at the grant date. The relevant information are as follows:

Expected Expected Expected Risk-free

Per Unit

Types of Agreements Grant Date Stock Value Strike Price Volatility Duration Dividend Interest Rate Fair value Cash capital increase to retain employee

subscription December 15, 2020 105 90 - - - 15

  1. Expenses arising from share-based payment transaction are as follow:

2 0 2 0

Equity-settled $ 20,895

For the year ended December 31, 2019: None.

(1 9 ) Share capital

  1. As of December 31, 2020, Company’s authorized capital was $3,500,000,000 and the paid-in capital was $2 ,545,175,000, consisting of 254,957 thousand shares of common stock with a par value of $10 (in dollars) per share. As of December 31, 2020, total outstanding shares were 254, 518 thousand.

The Company’s common stock shares outstanding (shares in thousands) at the beginning and at the end of the year are as follows :

126

At January 1
Stock repurchase (Note)
At December 31
2020
2019
254,957
254,957
(439)
-
254,518
254,957
  • Note: The Company was approved by the resolution of the Board of Directors to decrease in treasury stock of 439 thousand shares. The record date of capital reduction for the decrease in treasury stock was August 14, 2020, and the alteration registration had been made on August 27, 2020.

  • The Company was approved by the resolution of the Board of Directors on September 10, 2020 to issue common stock of 25,000 thousand shares by cash capital increase, with a par value of $10 and the issuance at premium of NT$90 per share, that had been approved and effected by the competent authority on October 8, 2020. The record of the cash capital increase was February 1, 2021, and that the alteration registration had been made on February 26, 2021.

127

  1. Treasury Stock

  2. (1) For considerations of Company management, by the resolution of Board of Directors on March 26, 2020, it is decided to buy back the Company stock of the number of 6,000 thousand shares with the buyback price between NT$60 and NT$90 from March 27, 2020 to May 26, 2020. As of December 31, 2020, 439 thousand shares have been bought back by the Company with the total amount of NT$35,010,000.

  3. (2) According to the Securities and Exchange Act, the number of shares bought back may not exceed ten percent of the total number issued and outstanding shares of the Company. The total amount of the shares bought back may not exceed the amount of retained earnings plus premium on capital stock plus realized capital reserve.

  4. (3) The shares bought back by the Company in accordance with the Securities and Exchange Act shall not be pledged. Before transfer, the shareholder’s rights shall not be enjoyed.

  5. (4) Pursuant to the Securities and Exchange Act, where the buyback is for transferring shares to its employees shall be transferred within five years from the date of buyback. The shares not transferred within the said time limit shall be deemed as not issued by the Company, and amendment registration shall be processed. Where the buyback is required to maintain the Company’s credit and shareholders’ rights and interests, and the shares so purchased are cancelled for which amendment registration shall be effected within six months from the date of buyback.

(20 ) Capital reserve

May be used to offset a deficit, December31,2020 December31,2019
distribute cash dividends or capital surplus
Additional paid-in capital $ $
May be used to offset a deficit only
Changes in ownership interests in subsidiaries 5,667 5,667
Gain from asset disposition 309 309
May not be used for any purpose
Cash capital increase to retain employee subscription 20,895 2,400
  1. According to the Company Act, except for offsetting a deficit from capital reserve of the income derived from the issuance of new shares at a premium or the income from endowments received by the Company, where the Company incurs no loss, it may distribute by issuing new shares which shall be distributable as dividend shares to its original shareholders in proportion to the number of shares being held by each of them or by cash. The Securities and Exchange Act also provides that when capital reserve is capitalized, the combined amount of any portions capitalized in any one year may not exceed ten percent of paid-in capital. The Company shall not use the capital reserved to make good its capital loss, unless the surplus reserve is insufficient to make good such loss.

  2. An amount transferred to capital reserve from the income derived from the issuance of new shares at a premium in the preceding paragraph, may not be capitalized until the fiscal year after the competent authority for company registrations approves registration. Changes in capital reserve are as follows:

128

202

0

Beginning balance
Cash capital increase
Treasury stock disposition
(
(
Balance at the end of 2020
Beginning balance / Balance
at the end of 2019
Additional paid-in capital

309
-
-
~~309~~
~~$~~
2019
Gain from asset
Additional paid-in capital
Stock
option
disposition
$ 1,907,828
$ 2,400
$ 309
$

option
$ 1,907,828
5,667
  1. By the resolution of Board of Directors on March 17, 2021, the Company shall allocate cash dividends from capital reserve with a distribution of $0.26 per share and the total dividends will be NT$72,675,000, which is to be presented for approval in the shareholders’ meeting.

(2 1 ) R etained earnings

  1. Under the Company’s Articles of Incorporation, when there is net profit for each fiscal year, except for income tax payment, the Company shall offset a deficit in priority, and set aside 10% of the balance as legal reserve. After setting aside in accordance with the laws and regulations or as reversal of special reserve, “preferred stock is distributed preferably from the current year shall distribute and accumulated unappropriated dividends from each previous fiscal year.” When there is profit for each fiscal year, the Company shall set aside not less than 2% as employees’ compensation and not more than 5% as bonus to directors; the rest plus unappropriated earnings of the last fiscal year shall be proposed the surplus earning distribution and presented to the shareholders’ meeting for approval.

  2. The Company dividend policy is as follows: taking into consideration of the Company capital demand and sound financial structure, and cooperating with business growth, the board of directors shall prepare the proposal of surplus earning distribution taking into consideration of the Company profitability and the business operation demand, and report to the shareholders meetings for resolution. The proposal of surplus earning distribution prepared by the board of directors shall have total dividends distributed between 30% and 80% of the current year earnings, provided however, the ration for cash dividend shall not lower than 20% of total distribution.

  3. Legal reserve can only be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership; where legal reserve is distributed by issuing new shares or by cash, only the portion of legal reserve which exceeds 25 percent of the paid-in capital may be distributed.

  4. 4.(1) In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.

129

  • (2) At the time of initial application of IFRS, special reserve set aside, referred in Rule No. Financial-Supervisory-Securities-Issuing-1010012865 issued on April 6, 2012, shall be transferred into retained earnings from unrealized revaluation increments and cumulative translation adjustment under equity upon the acceptance of application of IFRS 1 exemption. However, the Group has negative number in net effect of retained earnings, special reserve is no need to be set aside.

130

  1. The appropriations of earnings for 2020 and 2019 had been resolved at the Board of Directors on March 17, 2021 and the shareholders’ meeting on June 10, 2020, respectively. Details are summarized below:
2020 2019
Amount Dividends per share Amount Dividends
per share
(in dollars)
(in dollars)
Capital reserve to $ 72,675 $ 0.26 $
-

$
-
distribute cash dividends
Legal reserve 29,489 66,870
Special reserve - 24,386
Cash dividends 234,795 0.84 509,913 2.00
  1. Please refer to Note 6(28) for employees’ compensation

and directors’ remuneration.

(2 2 ) Other equity items

2020

Debit instrument Equity instrument Equity instrument
Financial
statements
translation
unrealized valuation
profit (loss) measured at
fair value through other

unrealized valuation profit
(loss) measured at fair
value through other
differences of
foreign operations comprehensive income comprehensive income Total
Valuation ($ 32,179) ($
20,881)
$ 4,824 ($ 48,236)
adjustmen
ts at
January 1
– Group - 10,321 16,061 26,382
– Associates - - 4,416 4,416
Valuation adjustments transfer into
retained earnings - - ( 7,436) ( 7,436)
Differences for foreign currency translation
–Group ( 8,145) - - ( 8,145)
–Tax for Group 2,192 - - 2,192

131

–Associates
(
–Tax for associates
At
December
31
(

4,324)
35
$ 42,421)($
-
-

10,560)
- (
-
$ 17,865
(

4,324)
35
$ 35,116)

132

2019

2019
Financial
statements
translation
differences of
foreign operations
Valuation
adjustments
at January
1
($ 16,067) ($ –Group
-
–Associates
-
Valuation adjustments transfer into
retained earnings
Differences for
foreign currency
translation
-
–Group
(
16,403)
–Tax for Group
1,579
–Associates
(
1,303)
– Tax for associates
15
At December 31
($ 32,179)
~~($~~
Debit instrument
unrealized valuation
profit (loss) measured at
fair value through other
Equity instrument
unrealized valuation profit
(loss) measured at fair
value through other
comprehensive income
comprehensive income
Total

36,484)
$ 28,702
($ 23,849)
15,603
(
- (
17,387) (
7,619) (
1,784)
7,619)
-
1,128
1,128
-
- (
16,403)
-
-
1,579
-
- (
1,303)
-
-
15
~~20,881)~~
~~$~~
~~4,824~~
($ ~~48,236)~~

(2 3 ) Operating revenue

Revenue from contracts with
customers
2020
2019
$ 5,211,042
$ 5,968,347
  1. Disaggregation of revenue from contracts with customers

The Group derives revenue from the transfer of goods at a point in time in the following major product lines and geographical regions:

2020 2020
Revenue from segments
Revenue from internal segments transaction
Revenue from external customer contracts
Revenue recognition time
Transmission components for car
(
~~(~~
USA
China
Taiwan
$ 3,744,528
$573,994
$300,056
23,995) ( 18,171)
~~58 310)~~
$ 3,720,533
$555,823
$241,746
Other regions
$692,940
Total
$5,311,518
-
( 100,47
~~6)~~
$692,940
$ 5,211,042

~~58 310)~~
$ 3,720,533

133

Revenue recognition at a point of time

$ 3,720,533 $555,823 $241,746 $692,940 $ 5,211,042

(1) USA: HOTA Industrial NT$3,68 3,173,000 and others NT$ 37,360,000.

(2) China: HOTA Industrial NT$184, 870,000 and others NT$37 0,953,000. (3) Taiwan: HOTA Industrial NT$ 202, 262,000 and others NT$39 ,484,000.

(4) Others: HOTA Industrial NT$692, 940,000.

134

2019 2019
Revenue from segments
Revenue from internal segments
transaction
Revenue from external customer
contracts
Revenue recognition time
Revenue recognition at a point of
time
Transmission components for car
( USA
$ 4,673,577
48,550)
$ 4,625,027
$ 4,625,027
China
Taiwan
$373,291
$328,631
( 17,691)
$355,600
$258,127
$355,600
$258,127
Other regions
$729,593
Total
$ 6,105,092
-
( 136,74
$729,593
$ 5,968,347
$729,593
$ 5,968,347

(1) USA: HOTA Industrial NT$ 4,54 0,713,000 and others NT$84,314,000.

(2) China: HOTA Industrial NT$162, 571,000 and other NT$13 9,029,000.

(3) Taiwan: HOTA Industrial NT$201, 834,000 and others NT$56 ,293,000.

  • (4) Others: HOTA Industrial NT$729, 593,000.

  • Contract assets and contract liabilities: None.

(2 4 ) Interest income

Interest income from bank deposits
2020
$ 1,819
Interest income financial assets
measured at amortized cost
259
Other interest income
2,725
$ 4,803
2019
$ 4,449
542
4,518
$ 9,509

(2 5 ) O t h e r i n c o m e

Rent income
Dividend revenue
Government grants income
Other income-other
2020
$ 20,734
4,093
58,944
27,039
$ 110,810
2019
$ 17,059
3,239
178
35,007
$ 55,483

135

$

(2 6 ) Other gains and losses

2020
Gains on disposals of property, plant and
equipment
Foreign exchange losses
(
$ 2, 494
Gains on financial asset at fair value
through profit or loss
Gains on lease modification
Others
(
($ (2 7 )F i n a n c e c o s t s
Interest expense from bank borrowings
$ Less: Qualifying capitalization of interest(
Subtotal
Interest expense-lease liabilities
Finance costs
$
2020
Gains on disposals of property, plant and
equipment
Foreign exchange losses
(
$ 2, 494
Gains on financial asset at fair value
through profit or loss
Gains on lease modification
Others
(
($ (2 7 )F i n a n c e c o s t s
Interest expense from bank borrowings
$ Less: Qualifying capitalization of interest(
Subtotal
Interest expense-lease liabilities
Finance costs
$
2020
Gains on disposals of property, plant and
equipment
Foreign exchange losses
(
$ 2, 494
Gains on financial asset at fair value
through profit or loss
Gains on lease modification
Others
(
($ (2 7 )F i n a n c e c o s t s
Interest expense from bank borrowings
$ Less: Qualifying capitalization of interest(
Subtotal
Interest expense-lease liabilities
Finance costs
$
2020 2020

80, 837)
-
276
449)
(
78, 516)
(
2020
120, 199
16, 688)
(
103, 511
4, 780
108, 291



(

(

(

$

335)
$
(
$ 94, 424

9, 057)
85, 367
4, 738
$ 90, 105
$

(2 8 ) Expenses by nature (including employee benefit expense)

Employee benefit expense
Salaries and wages
Labor and health insurance
Pension
Other personnel expenses
Depreciation on property, plant
and equipment
Depreciation on right-of-use assets
Amortization
2020
$ 713 019
76,536
33,905
~~55 925~~
$ ~~879 385~~
$ ~~599 821~~
$ ~~23 262~~
$ ~~10 067~~
2019
$ 785 683
88,306
41,634
~~65 792~~
$ ~~981 415~~
$ ~~577 935~~
$ ~~28 770~~
$ ~~9 725~~
  1. The numbers of employees of the Group for 2020 and 2019 were 1,279 and1,303 respectively, and among them, directors who were not concurrent employees, were 10 and 10, respectively.

  2. In accordance with the Articles of Incorporation of the Company, a ratio of distributable profit of the current year, after covering accumulated losses, shall be distributed as employees’ compensation and directors’ remuneration. The ratio shall not be less than 2% for employees’ compensation and shall not be higher than 5% for directors’ remuneration.

  3. For the years ended December 31, 2020 and 2019, employee’s compensation and directors’ remuneration were accrued at as follows:

2020 2019 Employees’ compensation $ 6,716 $

16,312

136

Directors’ remuneration

3,521
$ 10,237
9,549
$ 25,861

137

The aforementioned amounts were recognized in salary expenses.

The employees’ compensation and directors’ remuneration were estimated and accrued based on 2.05% and 1.07% of distributable profit of current year for the year ended December 31, 2020. The employees’ compensation and directors’ remuneration resolved by the Board of Directors on March 17, 2021, were $6,716 and $3,521, and the employees’ compensation will be distributed in the form of cash.

Employees’ compensation of 2019 as resolved by the Board of Directors on May 14, 2020 was in agreement with those amounts recognized in the 2019 financial statements. Due to the impact of COVID-19, the Group’s order volume sharply dropped, a reduction of NT$2,000,000 on the directors’ remuneration for 2019 was approved in order to replenish the Company’s operating capital, and the directors’ remuneration will be NT$7,549,000 after the reduction.

Information about employees’ compensation and directors’ remuneration of the Company as resolved by the Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

(2 9 ) Income tax

1. Income tax expense

  • (1) Components of income tax expense:
Current tax: 2020 2019
Current tax on profits for the year $ 50,883 $ 146,263
Surtax on undistributed retained earning 3,376 11,044
Tax effect of investment tax credits ( 32,127) ( 76,347)
Prior year income tax
underestimation(overestimation)
2,211 ( 3,621)
Total current tax 24,343 77,339
Deferred tax:
Origination and reversal of
temporary differences
14,145 14,531
Total deferred tax 14,145 14,531
Income tax expense $ 38,488 $ 91,870
(2) Income tax related to components of other comprehensive income
2020 2019
Exchange difference on
translation of foreign operations
$ 2,227 $ 1,594
Remeasurements of defined
benefit obligation
(
$

4,577)
1,879
($
~~348) (~~
2,983)
2.Reconciliation between income tax
expense and accounting profit
2020 2019
Tax calculated based on profit before tax
and statutory tax rate
$ 72,074 $ 162,575
Tax effect disallowed by tax regulation 909 235
Exempt from income tax pursuant to
the Income Tax Act
( 7,955) ( 2,016)
Tax effect of investment tax credits ( 32,127) ( 76,347)
Prior year income tax
underestimation(overestimation)
2,211 ( 3,621)
Surtax on undistributed retained earning 3,376 11,044

138

$

$

38,488

91,870

Income tax expense

139

  1. Amounts of deferred tax assets and liabilities as a result of temporary differences and tax are as follows:

2020

January 1
Deferred tax assets
temporary differences:
Losses on foreign long-term
equity investments
$ 13,380
Allowance for inventory
valuation and obsolescence
losses
15,929
Unappropriatedaccrued
pension
4,979
(
Allowance for uncollectible
accounts
2,698
Remeasurements of defined
benefit obligation
7,765
Differences between the
accounting treatment and
tax regulations in right-of-
use assets
403
Unrealized foreign
exchange loss
6,494
Loss tax credit
-
Others
5,554
(
Subtotal
Deferred income tax
liabilities: Differences
between the accounting
treatment and tax
regulations in depreciation
on property, plant and
equipment
$ 57,202
($ 56,557)
Exchange difference on
translation of foreign
operations
(
6,266)
Land value increment tax
(
1,417)
Subtotal
($ Total
Recognized in
profit or loss
Recognized in
other
comprehensive
income
December 31
$ 1,489
$ -
$ 14,869
1,581
-
17,510

2,010)
-
2,969
555
-
3,253
- (
348)
7,417
2,962
-
3,365
2,009
-
8,503
187
-
187

284)
-
5 2 0
$ 6,489
$ 7,656
($ 348)
$ -
$63,343
($48,901)
-
2,227
( 4,0
39)
-
(1,4
$ 7,656
$ 2,227
($ $ 14,145
$ 1,879

140

2019

2019 2019 2019 2019 2019
Others
4,844
Subtotal
Deferred income tax liabilities:
Differences between the
accounting treatment and tax
regulations in depreciation on
property, plant and equipment
$ 57,581
($ 66,326)
Exchange difference on translation
of foreign operations
(
7,860)
Land value increment tax
(
1,417)
Unrealized foreign exchange profit (
564)
Subtotal
($ 76,167)
Total
Deferred tax assets
temporary differences:
January 1
Losses on foreign long-term equity
investments
$ 12,147
Allowance for inventory valuation and
obsolescence losses
13,628
Unappropriatedaccrued pension
11,922
Allowance for uncollectible accounts
2,698
Remeasurements of defined benefit obligation
12,342
Differences between the
accounting treatment and
tax regulations in
right-of-use assets
-
Unrealized foreign exchange loss
-
710
-
5,554
$ 4,198
$ 9,769
($ 4,577)
$ -
$ 57,202
($ 56,557)
-
1,594 (
6,266)
-
- (
1,417)
564
-
-
$ 10,333
$ 1,594
($ 64,240)
Recognized in Recognized in other
profit or loss comprehensive income
December 31
$ 1,233
$ -
$ 13,380

2,301
-
15,929

(
6,943)
-
4,979
-
-
2,698
- (
4,577)
7,765
403
-
403
6,494
-
6,494

$ 14,531 $ 2,983)
  1. Deductible temporary difference of unrecognized deferred tax assets
Deductible
temporary
difference
December 31, 2020
$ 6,775
December 31, 2019
~~$~~
~~6755~~

~~,~~

141

  1. The Company and its subsidiaries’, HOWIN and HOZUAN, profit-seeking enterprise annual income tax return up to 2018 had been examined by the tax authorities.

(below blank )

142

(30 ) Earnings per share

Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
2020
Weighted average
number of ordinary
Earnings
shares of outstanding
Amount after tax (shares in thousands)
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent
~~$ 286,094~~
~~254,625~~
286,094
254,625
Assumed conversion of all dilutive
potential ordinary share
Employees’ compensation
-
118
Profit attributable to ordinary shareholders
of the parent plus assumed conversion of
all dilutive potential ordinary shares
$ 286,094
254,743
2019
Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
Weighted average
number of ordinary
shares of outstanding
Amount after tax (shares in thousands)
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent
~~$ 649,123~~
~~254,957~~
649,123
254,957
Assumed conversion of all dilutive
potential ordinary share
Employees’ compensation
-
186
Profit attributable to ordinary shareholders
of the parent plus assumed conversion
of all dilutive potential ordinary shares
Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
2020
Weighted average
number of ordinary
Earnings
shares of outstanding
Amount after tax (shares in thousands)
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent
~~$ 286,094~~
~~254,625~~
286,094
254,625
Assumed conversion of all dilutive
potential ordinary share
Employees’ compensation
-
118
Profit attributable to ordinary shareholders
of the parent plus assumed conversion of
all dilutive potential ordinary shares
$ 286,094
254,743
2019
Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
Weighted average
number of ordinary
shares of outstanding
Amount after tax (shares in thousands)
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent
~~$ 649,123~~
~~254,957~~
649,123
254,957
Assumed conversion of all dilutive
potential ordinary share
Employees’ compensation
-
186
Profit attributable to ordinary shareholders
of the parent plus assumed conversion
of all dilutive potential ordinary shares
2020 2020

~~$~~
$
Weighted
Amount after tax
average
number of ordinary
shares of outstanding
(shares in thousands)
~~254,957~~
254,957
186
~~$ 649,123~~
649,123
-

143

$ 649,123 255,143 2.54 $

  1. Weighted average number of ordinary shares of outstanding for 2020 was calculated considering weighted average number of treasury stock.

  2. The Corporation presumes that the employees’ compensation will be settled in shares and the resulting potential shares will be included in the weighted average number of shares outstanding used in the calculation of diluted earnings per share, if the shares have a dilutive effect.

(below blank )

144

(3 1 ) Supplemental cash flow information

Investing activities with partial cash payments

Purchase of property, plant and equipment
Add: Opening balance of payable equipment
Ending balance of prepayment for equipment
Ending balance of prepayment for
construction
Acquisition of other noncurrent assets-Land
Less: Ending balance of payable equipment
(
Opening balance of prepayment for
equipment
(
Opening balance of prepayment for
construction
(
Cash paid during the year
2020
$ 1,477,562
212,870
450,755
33,176
2,905

91,933) (

374,464) (

21,190)
$ 1,689,681
2019
$ 2,379,987
100,165
374,464
21,190
84,913
212,870)
515,658)
-
$ 2,232,191

(3 2 ) Changes in liabilities from financing activities

Short-term
borrowings
Short-term
commercial
Long-term Dividend
papers payable
Lease liabilities
loans
payable

January 1,
2020
$1,120,130
$560,000
$306,165
$6,829,932
$ -
Changes in cash flow from
financing activities
958,281
40,000
(
20,136)
409,727
(
509,913)
Increase during the year
-
-
-
-
509,913
Changes in other non-cash items
-
-
(
10,065)
-
-
(
Impact of changes in
foreign exchange rate
10,342
-
(
125)
6,306
-
December 31,
2020
$2,088,753
$600,000
Short-term
Commercial
$275,839
$7,245,965
$ -
Short-term borrowings
papers payable Lease liabilities Long-term loans Dividend
payable

January 1,
2019
$1,428,712
$250,000
$314,393
$4,819,563
$ -
Changes in cash flow
from financing
activities
(289,237)
310,000
(
30,743)
2,024,609
(
892,348)
Increase during the year
892,348
Changes in other non-cash items
-
-
17,885
-
-
Impact of changes in
foreign exchange rate
(
19,345)
-
4,630
(
14,240)
-
Liabilities from
financing
activities-gross
$ 8,816,227
877,959
509,913

10,065)
16,523
$10,210,557
Liabilities from
financing
activities-gross
$ 6,812,668
1,122,281
892,348
17,885
(
28,955)

145

$1,120,130 $560,000 $306,165 $6,829,932

$

  • $ 8,816,227

December 31, 2019

146

7. Related party transactions

(1 ) Names of related parties and relationship

Name of related parties Relationship with the Group

Kao Fong Machinery Co., Ltd. (Kao Fong)

Associate

GLOBAL TECHNOS LTD. (GLOBAL) Other related parties

World Known Manufacturing Co., Ltd. (World Known) Other related parties (Note)

Guo-Rong Shen Other related parties (Chairman of the Company) Main Drive Corporation Other related parties Qian Zuan Co., Ltd. Other related parties Taipei Gaohe Chungui Charity Foundation Chairman of the Foundation is same as that of the Company.

Note Since February 13, 2019, the party no longer serves as director of the Company, as of that date, who is not a related party.

(2 ) Significant related party transactions

1.Operating

Operating
revenue
Sale of
goods:
Associates
Other related parties
2020
$
2019
684
21,534
22,218
$ 1,084
11,842
$ 12,926
$

The Group sells to the aforementioned associates with standard sales price and conditions and payment term 30~60 days. Payment term for general customers is 90~180 days.

2.P u r c h s i n g

Purchase of
goods
Associates
Other related parties
2020
$ 98
127
$ 225
2019
$ -
4,405
$ 4,405

Purchasing by the Group is conducted under standard pricing and conditions, and payment will be done within 30~120 days after the acceptance of goods.

3.Manufacturing overhead -processing cost

2020

2019

147

$

$

49,467

54,139

Associates

Processing cost for the Group is conducted under standard processing price and conditions, and payment will be done within 60~120 days after the acceptance of goods.

148

4.Receivables from
related parties
Accounts receivable
Associates
Other related parties
Total
5.Payables to related
parties
Other
payables:
Associates
Other related parties
Total
6.Other noncurrent
assets
December 31, 2020
$ 291
-
$ 291
December 31, 2020
$ 6,606
234
$ 6,840
December 31, 2019
$ 567
31
$ 598
December 31, 2019
$ 8,907
-
$ 8,907

Subsidiaries of the Company hold agricultural land that land alternation is not yet accomplished, hence it is temporarily registered under the Chairman’s name of the parent Company. It is agreed that the Chairman cannot exercise any action to that agricultural land.

7.Property transactions

(1) Purchase of property transaction

sidiaries of the Company hold agricultural land that land alternation is not yet
mplished, hence it is temporarily registered under the Chairman’s name of the parent
pany. It is agreed that the Chairman cannot exercise any action to that agricultural land.
erty transactions
Purchase of property transaction

sidiaries of the Company hold agricultural land that land alternation is not yet
mplished, hence it is temporarily registered under the Chairman’s name of the parent
pany. It is agreed that the Chairman cannot exercise any action to that agricultural land.
erty transactions
Purchase of property transaction

2020
2019
Associates
$ 11,899
$ 10,645
Other related parties
1,619
70,130
$ 13,518
$ 80,775
Purchase of property transaction-outstanding balance (shown as other
ables)
December 31, 2020
December 31, 2019
Associates
~~$~~
~~324~~
~~$~~
~~3,341~~
Other related parties
80
-
$ 404
$ 3,341

ables)
Associates
Other related parties

December 31, 2020
~~$~~
~~324~~
80
$ 404
  • (2) Purchase of property transaction outstanding balance (shown as other payables)

8.Leasing Agreement-

lessee

  • (1) The Group leases building from associates, the lease term is between 105 and 110 years, and the rental for each year shall be paid by the end of that year.

149

  • (2) Acquisition of right-of-use assets
Associates 2020
$ -
2019
$ 5,553

150

(3) Lease liabilities

A.Outstanding
balance
Associates
B. Interest
expense
Associates
December 31, 2020
$ -
2020
$ 27
December 31, 2019
$ 5,596
2019
$ 118

(3 ) Key management compensation

Other short-
term employee
benefits
Post-employment benefits
Total
2020
$ 47,898
1,197
$ 49,095
2019
$ 63,247
1,010
$ 64,257

8 . Pledged Assets

Financial assets at amortized cost
Restricted deposit (shown as other
current assets)
Investment in equity instruments
Property, plant and equipment
Other non-current assets
Pledged asset

89,589
$ 75,515
-
32
96,036
102,246
5,974,351
7,994,775
1,515
1,515

6,161,491
$ 8,174,083
Book value
December 31, 2020 December 31, 2019
Purpose
Project guarantee
Short-term borrowings
Project guarantee depositShort-
term borrowings
Short-term borrowings
Long-term loanShort-term
borrowings
~~S~~ecured loan and Long-term loan

89,589
$ 75,515
-
32
96,036
102,246
5,974,351
7,994,775
1,515
1,515

6,161,491
$ 8,174,083
Book value
December 31, 2020 December 31, 2019
Purpose
Project guarantee
Short-term borrowings
Project guarantee depositShort-
term borrowings
Short-term borrowings
Long-term loanShort-term
borrowings
~~S~~ecured loan and Long-term loan
$

89,589
-
96,036
5,974,351
1,515

6,161,491
$ $
$

9 . Significant Contingent Liabilities and Unrecognized Contract Commitments

  1. As of December 31, 2020 and 2019, Letter of Credit issued but not used for purchasing of raw material and machinery equipment was NT$153, 517,000 and NT$202,793,000, respectively.

  2. 2.Capital expenditure on contract signed but not occurred yet

Property, plant and equipment

December 31, 2020 December 31, 2019 $ 354,170 $ 734,878

151

  1. The subsidiary of the Company, HOWON POWERTRAIN CO., LTD., signed development incentive agreement with Jiangsu Province Huai’an Economic Development Zone Administration, and obtained land use right subsidy of NT$38 ,369,000 (RMB 7,919,000), which was recognized in other non-current liabilities and will be recognized in revenue year by year according to the land use right of 50 years (from 2016 to 2065). Amounts of NT$680, 000 and NT$719,000 were recognized in other income by the Group for 2020 and 2019, respectively.

1 0 . Significant Disaster Loss

None.

152

11 . Significant Events After the Balance Sheet Date

  1. On September 10, 2020, the directors at their meeting resolved to increase cash capital and issue ordinary stock of 25,000 thousand shares with a par value of NT$10 and an additional paid-in capital of NT$90 per share. New shares issuance was approved by the security authorities on October 8, 2020, and the effective date was February 1, 2021.

  2. On March 11, 2021, the Company signed “Syndicated Loans Agreement” with a total amount of NT$5,000,000 with syndicate bank consisting of Land Bank of Taiwan, E.SUN Bank and Bank of Taiwan, and Land Bank of Taiwan as the lead bank for repayments to the financial institution and for replenishment of mid-term working capital.

1 2 . Others

(1 ) Capital management

The Group’s managing capital is based on industry scale of operating business, taking into consideration of the industry future growth and product developments, and sets up an appropriate market share, according to that, plans corresponding capital expenditure. In addition to calculate demanded working capital based on financial operating plans, and finally determine an appropriate cost structure by considering operating income and cash flow arising from product competitivity.

The Group monitors working capital through regularly reviewing the ratio of liabilities to assets. The ratio of liabilities to assets of the Group for the years ended December 31, 2020 and 2019, is as follows:


and 2019, is as follows:
Total
liabilities
Total assets
Ratio of liabilities to assets
December 31, 2020
$ 11,944,132
18,351,175
65.09%
December 31, 2019

$ 10,530,924
17,155,852
61.38%

(2 ) Financial instruments

  • A. Financial instruments by category
Total assets
18,351,175
Ratio of liabilities to assets
65.09%
(2 )Financial instruments
A. Financial instruments by category
17,155,852
61.38%
Investments for using designated equity method
$ 184,922
$ Accounts receivable
727,869

Financial assets
Financial asset at fair value through other
comprehensive income
December 31, 2020
Financial asset at amortized cost/loans and accounts receivable
Cash and cash equivalents
795,667
Financial assets at amortized cost
89,589
Notes receivable
18,537
Accounts receivable
1,487,210
Other receivables
113,358
Refundable deposits
7,646
$ 3,424,798
December 31, 2019

179,390
738,271

526,855
78,014
2,592
~~1,500,527~~
88,419
8,693
$ 3,122,761

153


Financial liabilities
Short-term borrowings
Short-term commercial papers payable
Notes payable
Accounts payable
Other payables
Long-term loan (including the expiration within a
year or an operating cycle)
Lease liability
$ 2,088,753
600,000
431,512
578,526
437,713
7,245,965
$ 11,382,469
$ 275,839
$ 1,120,130
560,000
388,373
489,771
539,955
6,829,932
$ 9,928,161
$ 306,165

B. Financial risk management policies

  • (a) The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk, and price risk), credit risk and liquidity risk.

  • (b) Risk management is carried out by a central treasury department (Group treasury). Group treasury identifies, evaluates and hedges financial risks in close co-operation with the Group’s operating units, such as foreign exchange risk, interest rate risk, credit risk and derivative and non-derivative financial instruments, and investment of excess liquidity.

  • C. Significant financial risks and degrees of financial risks

(a) Market risk

Foreign exchange risk

  • i. The Group operates internationally and is exposed to exchange rate risk arising from the transactions of the Company and its subsidiaries used in various functional currency, primarily with respect to the USD, EUR, JPY and RMB. Foreign exchange rate risk arises from future commercial transactions and recognized assets and liabilities.

  • ii. The Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk. Foreign exchange risk arising from net assets of the Group’s foreign operations is managed through relevant borrowings denominated in foreign currencies. Please refer to Note 6(15).

  • iii. The Group’s businesses involve some non-functional currency operations (the Company and part of subsidiaries’ functional currency: TWD, part of subsidiaries’ functional currency: USD and RMB). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:

(below blank )

154

(Foreign currency:
functional currency)
Foreign currency
Effect of other
amount (in thousands)
Financial assets

Monetary items
USDTWD
$ 73,873
JPYTWD
44,196
EURTWD
7,375
RMBTWD
5,484
USDRMB

Investment in
equity instruments
USDTWD
334
$ 122

Financial liabilities

Monetary items
JPYTWD
$ 127,798
USDRMB
12,949
USDTWD
520
EURTWD
103
CHFTWD
2,124
December 31, 2020 December 31, 2020
Effect
Sensitivity analysis
Degree of
of profit or loss comprehensive income
21,039
$ -
124
-
2,583
-
240
-
22
-
-
$ 35
358
$ -
835
-
148
-
36
-
686
-

Book value

Exchange rate
(TWD
)
28.48
$ 2,103,903
0.28
12,375
35.02
258,273
4.38
24,020
6.45
28.48
2,154
$ 3,472
0.28
$ 35,783
6.45
83,521
28.48
14,810
35.02
3,607
32.31
68,626


variation
1%
1%
1%
1%
1%
1%
1%
1%
1%
1%
1%

$ $ $

155

(Foreign currency:
Effect of other
functional currency)

Financial assets

Monetary items
USDTWD
EURTWD
JPYTWD
RMBTWD
USDRMB

Investment in
equity instruments
USDTWD

Financial liabilities

Monetary items
JPYTWD
USDTWD
EURTWD
USDRMB
CHFRMB
CHFTWD
December 31, 2019
Book value
Sensitivity analysis
Degree of
Exchange rate (TWD
)
variation
Effect of profit or loss
comprehensive income
29.98
$ 2,107,744
1%
$ 21,077
$ -
33.59
158,847
1%
1,588
-
0.276
16,299
1%
163
-
4.305
11,459
1%
115
-
6.96
42,453
1%
425
-
29.98
$ 3,109
1%
$ -
$ 31
0.276
$ 150,970
1%
$ 1,510
$ -
29.98
12,292
1%
123
-
33.59
40,980
1%
410
-
6.96
402,931
1%
4,029
-
7.18
6,836
1%
68
-
30.93
3,371
1%
34
-
December 31, 2019
Book value
Sensitivity analysis
Degree of
Exchange rate (TWD
)
variation
Effect of profit or loss
comprehensive income
29.98
$ 2,107,744
1%
$ 21,077
$ -
33.59
158,847
1%
1,588
-
0.276
16,299
1%
163
-
4.305
11,459
1%
115
-
6.96
42,453
1%
425
-
29.98
$ 3,109
1%
$ -
$ 31
0.276
$ 150,970
1%
$ 1,510
$ -
29.98
12,292
1%
123
-
33.59
40,980
1%
410
-
6.96
402,931
1%
4,029
-
7.18
6,836
1%
68
-
30.93
3,371
1%
34
-
Foreign currency
amount (in thousands)

Book value

Exchange rate (TWD
)
29.98
$ 2,107,744
33.59
158,847
0.276
16,299
4.305
11,459
6.96
42,453
29.98
$ 3,109
0.276
$ 150,970
29.98
12,292
33.59
40,980
6.96
402,931
7.18
6,836
30.93
3,371


variation
1%
1%
1%
1%
1%
1%
1%
1%
1%
1%
1%
1%

$ 70,305
4,729
59,053
2,662
1,416
$ 104
$ 546,992
410
1,220
13,030
221
109

156

  • C. Total exchange loss (including amounts realized and unrealized) arising from significant foreign exchange variation on the monetary items held by the Group for the years ended December 31, 2020 and 2019, amounted to $80,837,000 and $49,340,000, respectively.

Price risk

  • a. The Group is exposed to price risk as the Group holds equity securities financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income. In order to manage price risk of the investments in equity instruments, the Group diversifies its portfolio and executing based on the limits set by the Group.

  • b. The Group’s primary investments are in equity instruments and open-end funds issued by domestic companies, which equity instruments price will be affected due to uncertainties of future value on the investment targets. If that equity instruments price increase or decrease by 5% with all other factors remain constant, gains or losses in equity instruments at fair value through other comprehensive income increased of NT$9,246,000 and NT$8, 970,000, respectively.

Cash flow and fair value interest risk

  • A. The Group’s interest risk primarily comes from long-term loans at floating rates, that the Group is exposed to cash flow interest rate risk. As of December 31, 2020 and 2019, the Group’s loans at floating interest rates are denominated in New Taiwan Dollars, US Dollars, Japanese Yen and CNY Dollars.

  • B. The Group entered into interest rate swap contracts of converting borrowings from floating rates to fixed rates for management of interest rate risk, and that swap between the Group and the counterparty was agreed in a specific period (mainly per each season) of the differences at between fixed rates and floating rates based on a notional principal amount. The rise of long-term loans of the Group is at floating rates and transfer into fixed rates through interest rate swap, that the interest rate will be smaller than fixed rates the Group directly obtains for loans.

  • C. When the loans denominated in New Taiwan Dollars increase or decrease by 0.25% with all other factors remain constant, profit before tax for 2020 and 2019 decreased or increased NT$16,075,000 and NT$16,154,000, respectively, mainly caused by variations of the interest expenses from bank loans at floating rates.

  • D. When the loans denominated in CNY Dollars increase or decrease by 0.25% with all other factors remain constant, profit before tax for 2020 and 2019 decreased or increased NT$1,282,000 and NT$903,000, respectively, mainly caused by variations of the interest expenses from bank loans at floating rates.

  • E. When the loans denominated in US Dollars increase or decrease by 0.25% with all other factors remain constant, profit before tax for 2020 and 2019 decreased or increased NT$360,000 and NT$18,000, respectively, mainly caused by variations of the interest expenses from bank loans at floating rates.

(B)Credit risk

  • a. Credit risk refers to the risk of financial loss to the Group arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full the accounts

157

receivable and notes receivable based on the agreed terms, and the contract cash flows of debt instruments stated at amortized cost and at fair value through other comprehensive income.

  • b. For banks and financial institutions, only well-known rated parties with optimal credit rating in domestic or overseas are acceptable by the Group, and the Group cooperates with couple of banks and financial institutions in the meantime, instead of only a single party to reduce credit risk. Financial services or terms and conditions of loans provided by banks and institutions are according to the Group internal delegation of authority, that shall be executed by approval of the Board of Directors or delegated supervisors. Any paper that can only be signed with correspondent banks and financial institutions, shall be inspected by specialists of legal department or legal consultants to avoid legal risk. The Group periodically reviews the correspondent banks and financial institutions about their credit ratings and service conditions, qualities and contacts, and according to operating conditions, the Group periodically monitors to maintain reasonable credit limits and utilization of credit limits that ensures to satisfy the operational needs.

  • c. The Group adopts the following assumptions under IFRS 9, if there has been a significant increase in credit risk on that instrument since initial recognition:

  • (i) When the contract payments were past due over 30 days based on the terms, there has been a significant increase in credit risk on that instrument since initial recognition.

  • (ii) Bond investments traded at Taipei Exchange (“TPEx”) is recognized as low credit risk when that instruments in balance sheet are as investment grade rated by any of external rating agencies.

  • d. When independent credit rating set for an investment target is downgraded by two levels, the Group’s judgement on that investment has been a significant in credit risk.

  • e. When the default rate of an investment target is more than 77.05%, the Group’s judgement on that investment has been a significant in credit risk.

  • f. The Group adopts the assumptions under IFRS 9, the default occurs when the contract payments are past due over 360 days.

  • g. The Group classifies customers’ accounts receivable in accordance with customer rating types. The Group applies the modified approach using provision matrix to estimate expected credit loss under the provision matrix basis.

  • h. The following indicators are used to determine whether the credit impairment of debt instruments has occurred:

  • (i) It becomes probable that the issuer will enter bankruptcy or other financial reorganization due to their financial difficulties;

  • (ii) The disappearance of an active market for that financial asset because of financial difficulties;

  • (iii) Default or delinquency in interest or principal repayments;

  • (iv) Adverse changes in national or regional economic conditions that are expected to cause a default.

  • i. The Group wrote-off the financial assets, which cannot be reasonably expected to be recovered, after initiating recourse procedures. However, the Group will

158

continue executing the recourse procedures to secure their rights.

  • j. The Group used the forecast ability to adjust historical and timely information to assess the default possibility of accounts receivable. As of December 31, 2020 and 2019, the provision matrix is as follows:
December 31, 2020
Expected loss rate
0.01%
Total book value
$ 1,934,807
0.38%
232,660
21.01%
56,123
77.05%
18,974
100
19,798
$ 2,262,362
December 31, 2019
Expected loss rate
0.01%
Total book value
$ 1,832,173
0.25%
360,656
2.41%
32,430
61.59%
40,073
100
19,318
$ 2,284,650
Loss allowance
$ 179
892
11,794
14,620
19,798
$ 47,283
Loss allowance
$ 179
892
781
24,682
19,318
$ 45,852
Not past due
Up to 120 days
Up to 121-240 days
Up to 241-360 days
More than 361 days
Total
Not past due
Up to 120 days
Up to 121-240 days
Up to 241-360 days
More than 361 days
Total

Expected loss rate
0.01%
0.25%
2.41%
61.59%
100
  • k. The Group recognizes impairment loss which the individual accounts receivable is expected to not be recovered upon objective evidence, the loss rate for the rest of accounts receivable is built through historical and timely information and loss allowance of accounts receivable is assessed by the forecast ability. As of December 31, 2020, the aforesaid cumulated loss allowance of accounts receivable by individual assessment was NT$2,417,000.

  • l. Movements in relation to the Group applying the simplified approach to provide loss allowance for accounts receivable are as follows:

At January 1
Provision for impairment loss
Write-off uncollectible accounts (
Effect of foreign exchange
At December 31
2020
Account receivable
$ 45,852
6,089

2,896)
655
(
risk
2019
Account receivable
$ 38,284
8,955
-

1,387)
$ 49,7
00
2019
Account receivable
$ 38,284
8,955
-

1,387)
$ 49,7
00
$
00
  • (C) Liquidity

159

$ 45,852

  • a. Cash flow forecasting is performed in the operating entities of the Group and aggregated by Group treasury. Group treasury monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times, so that the Group will not violate the relevant limits or terms of loans. Such forecasting takes into consideration the Group’s debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets and, if applicable external regulatory or legal requirements.

  • b. The loan limits of NT$ 2,55 5,230,000 have not been utilized.

  • c. The Group’s non-derivative financial liabilities in the following table are categorized based on the maturity date and are analyzed based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

160

December 31, 2020

Non-derivative
financial liabilities:
Short-term borrowings
Less than
3 months
$1,805,189
Between 3 months
and 1 year
$ 286,145
Short-term notes payable
600,000
-
Notes payable
247,677
183,835
Accounts payable
476,771
101,755
Other payables
330,046
107,667
Lease liabilities
4,450
12,447
Other current liabilities
65,178
5,310
Long-term loans
(including maturity date
within one year or one
operating cycle)
2,240,683
3,702,093
Between
1 and 2 years
$ -

-
-
-
-
16,257
-
1,014,789
Between
2 and 5 years
$ -

-
-
-
-
35,471
-
1,083,194
More than
5 years
$ -
Total
$ 2,091,334
-
600,000
-
431,512
-
578,526
-
437,713
284,486
353,111
-
70,488
884,668
8,925,427

December

31, 2019


Non-derivative
financial liabilities:
Short-term borrowings
Short-term notes
payable
Notes payable
Accounts payable
Other payables
Lease liabilities
Other current liabilities
Long-term loans
(including maturity date
within one year or one
operating cycle)
Less than
3 months
$ 735,269
Between 3 months
and 1 year
$ 453,139

560,000
-
230,452
157,921
405,562
84,209
465,954
74,001
6,698
19,073
41,136
85
32,433
1,645,104
Between
1 and 2 years
$ -
-
-
-
-
22,306
-
1,923,365
Between
2 and 5 years
$ -
-
-
-
-
44,052
-
1,053,626
More than
5 years
$ -
Total
$ 1,188,408
-
560,000
-
388,373
-
489,771
-
539,955
297,726
389,855
-
41,221
2,491,689
7,146,217

(C )Fair value information

  1. Valuation technique is adopted for financial and non-financial instruments fair value measurements; each degree is defined as follows:

The first level (Level 1): Fair value measurements are those derived from quoted prices (unadjusted) in active market for identical assets or liabilities on the date of measurement. Active market indicates a market in which transaction for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. All of the Group’s investments fair value in listed stocks and active market derivatives are included.

The second level (Level 2): Fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly.

The third level (Level 3): Fair value measurements are those derived from inputs for the asset or liability that are not based on observable market data.

161

The Group’s investments in inactive market derivatives are included.

  1. The Group’s financial instruments which are not at fair value measurements are including cash and cash equivalents, notes receivable, accounts receivable, other receivables, shortterm borrowings, notes payable, accounts payable, and other payables, book value of them are reasonable approximation of fair value.

  2. The Group’s financial and non-financial instruments measured at fair value are basically categorized in nature, characteristic and risk, and degree of assets and liabilities. The information is as follows:

  3. (1) Category of assets and liabilities by nature:

-equity securities
- accounts receivable
Total
December 31, 2020
Assets

Recurring fair value
Financial assets at
FVTOCI
-equity securities
-accounts receivable
Total
December 31, 2019
Assets

Recurring fair value
Financial assets at
FVTOCI
$ 98,516
-
$ 98,516
Level 1
$ 120,506
-
$ 120,506
Level 1
$ -
738,271
$ 738,271
Level 2
$ -
727,869
$ 727,869
Level 2
$ 80,874
-
$ 80,874
Level 3
$ 64,416
-
$ 64,416
Level 3
$ 179,390
738,271
917,661
Total
184,922
727,869
912,791
Total
$
$
$
  • (2) Valuation techniques and assumptions of fair value measurement adopted by the Group are as follows:

Fair value inputs (i.e. as Level 1) adopted quoted market prices by the Group, which instruments are listed by characteristic as follows:

Publicly traded stocks Open-end funds

Quoted market prices Closing price at valuation date Net value at valuation date

  1. Transferring between Level 1 and Level 2 was not happened for the years of 2020 and 2019.

  2. Movements of Level 3 in the following table is shown for the years of 2020 and 2019:

2020 2019 Balance, beginning of year $ 80,874 $ 90,729 Purchase in the current year 6,503 2,239

162

Profit recognized in other
comprehensive income
(
Balance, end of year

22,961)
(
$ 64,416

12,094)
$ 80,874

163

  1. Sensitivity analysis of quantitative data and movements of material unobservable inputs for Level 3 fair value measurements, which valuation models are as follows:

December 31, 2020 Valuation Material Range Relation of Fair value Technique unobservable inputs (Weighted average) inputs and fair value Non-derivative equity instruments Comparabl Price-book ratio $ 3,476 The higher the multiplier, Equity securities $ 24,492 e to listed multiplier the higher the fair value. companies pursuant to the Company Act Net assets Stocks from venture valuation capital companies method 39,924 Not applicable 39,924 Not applicable Material Range Relation of December 31, 2019 Valuation Fair value Technique unobservable (Weighted average) inputs and fair value Non-derivativ ~~e e~~ q ~~uity~~ inputs instruments Comparable to listed companies pursuant to the Company Act Net assets Price-book ratio $ 5,176 The higher the multiplier, Equity securities $ 36,364 of listed multiplier the higher the fair value. companies Stocks from venture capital companies Net assets valuation method 44,510 Not applicable 44,510 Not applicable

  1. Valuation model and parameter is adopted by the Group with careful evaluation; however, a result may be varied when using different valuation model or parameter. For financial assets and financial liabilities categorized in Level 3, if valuation parameter changes, the effects of the current year profit or loss and other comprehensive income are as follows:
Financial assets
Equity instruments
Favorable change in inputs changes
Unfavorable change

Market price
Price-book ratio ±1%
$
December 31, 2020
Recognized in profit or loss
Recognized in other comprehensive income
Unfavorable change Favorable change
-
$ -
$ 644 ($ 644)
December 31, 2020
Recognized in profit or loss
Recognized in other comprehensive income
Unfavorable change Favorable change
-
$ -
$ 644 ($ 644)
December 31, 2020
Recognized in profit or loss
Recognized in other comprehensive income
Unfavorable change Favorable change
-
$ -
$ 644 ($ 644)

Recognized in profit or loss
Unfavorable
-
$ -


-


$

-

164

Financial assets
Equity instruments
Favorable change in inputs changes
Unfavorable change

Market price
Price-book ratio ±1%
$
December 31, 2019
Recognized in profit or loss
Recognized in other comprehensive income
Unfavorable change Favorable change
-
$ -
$ 809 ($ 809)
December 31, 2019
Recognized in profit or loss
Recognized in other comprehensive income
Unfavorable change Favorable change
-
$ -
$ 809 ($ 809)
December 31, 2019
Recognized in profit or loss
Recognized in other comprehensive income
Unfavorable change Favorable change
-
$ -
$ 809 ($ 809)

Recognized in profit or loss
Unfavorable
-
$ -


-


$

-

165

1 3 . Supplementary Disclosures

(1 ) Significant transactions information

  • A. Loans to others: Please refer to table 1.

  • B. Provision of endorsement and guarantees to others: Please refer to table 2.

  • C. Holding of marketable securities at the end of period (not including subsidiaries, associates and joint ventures): Please refer to table 3.

  • D. Acquisition or sale of the same security with the accumulated cost exceeding NT$300 million or 20% of the Company’s paid-in capital: None.

  • E. Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  • F. Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  • G. Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more: None.

  • H. Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more: None.

  • I. Trading in derivative instruments undertaken during the reporting periods: None.

  • J. Significant inter-company transactions during the reporting periods (transactions amount reaching NT$10 million or more): Please refer to table 4.

(2 ) Information on investees

Names, locations and other information of investee companies (not including investees in Mainland China): Please refer to table 5.

(3 ) Information on investments in Mainland China

  1. Relevant information on investments in the Mainland area: Please refer to table 6.

  2. Limits of investments in the Mainland area: Please refer to table 6.

  3. Significant transactions, pricing, payment terms and unrealized gains or losses, either directly or indirectly through a third area, with investee companies in the Mainland Area.

  4. Purchase amounts of the year 2020 between the Company and each investee in Mainland China are not reaching 10% of the Company total purchase amounts. Purchasing is conducted to general purchase price and is paid in advance.

(4 ) Major shareholders information

Major shareholders information: Please refer to table 7.

166

1 4 . Segment Information

(1 ) General information

The Group operates business only in a single industry. The Group allocates resources and assesses performance of the Group as a whole, has identified that the Group has only one reportable segment.

(2 ) Measurement of segment information

The Group evaluates performance of the operating segments based on a measure of profit before tax.

(3 ) Information about segment income, assets and liabilities

  1. The segment information provided to the Chief Operating Decision-Maker for the 2020 reportable segments is as follows:
2020 2020 2020
HOTA Others Write-off Total
Revenue
Revenue from external customers $ 4,763,245 $ 447,797 $
-
$ 5,211,042
Inter-segment revenue 23,995 76,481 ( 100,476) -
Revenue-gross $ 4,787,240 $ 524,278 ($ 100,476) $ 5,211,042
Segment profit before tax $
317,669
($ 13,495) $
19,874
$
324,048
Segment profit before tax
including:
Interest expense $
94,946
$
13,345
$
-
$
108,291
Depreciation and amortization 588,010 45,140 - 633,150
Income tax expense 31,575 6,913 - 38,488
  1. The segment information provided to the Chief Operating Decision-Maker for the 2019 reportable segments is as follows:
2019 2019
HOTA Others Write-off Total
Revenue
Revenue from external customers $ 5,634,709 $ 333,638 $ - $ 5,968,347
Inter-segment revenue 48,550 88,195 ( 136,745) -
Revenue-gross $ 5,683,259 $ 421,833 ($ 136,745) $ 5,968,347
Segment profit before tax $
729,968
($ 6,518) $ 21,469 $
744,919
Segment profit before tax
including:
Interest expense $
81,071
$ 9,034 $ - $
90,105
Depreciation and amortization 581,181 35,249 - 616,430
Income tax expense 80,845 11,025 - 91,870
  1. The Group’s reportable operating segment classifies business organization by category of operating companies.

  2. The Group major revenues are mainly from manufacture and sales of automobile, motorcycle, agricultural machinery, and gear, shaft and various kinds of transmission components of machine tool.

167

  1. The Group did not amortize income tax expense to the reportable operating segment. The reported amount is consistent with that in statements for the Chief Operating Decision-Maker.

168

  1. Accounting policies for the operating segment is same as a summary of significant accounting policies mentioned in Note 4. Income for the Company operating segment is measured based on income before tax.

(4 ) Reconciliation for segment income (loss), assets and liabilities

Sales between segments are carried out at arm’s length. The revenue from external customers reported to the Chief Operating Decision-Maker is measured in a manner consistent with that in the statement of comprehensive income.

  1. Reconciliations of total segments revenues and total continuing business units revenues for the year are as follows:

for the year are as follows:
Operating segment revenue
Profit from continuing operations
(
Total of consolidated operating
revenue
2020
$ 5,311,518

100,476)
( 2019
$ 6,105,092
136,745)
$ 5,968,347


$ 5,211,042
  1. Reconciliations of segments net income before tax and continuing business units profit before tax for the year are as follows:
before tax for the year are as follows:
Operating segment profit before tax
(Profit) loss from continuing operations
2020
$ 304,174
19,874
$ 324,048
2019
$ 723,450
21,469
$ 744,919
  1. The amounts provided to the Chief Operating Decision-Maker with respect to total assets are measured in a manner consistent with that of the financial statements.

  2. The amounts provided to the Chief Operating Decision-Maker with respect to total liabilities are measured in a manner consistent with that of the financial statements.

(5 ) Information on products and services

Revenue from external customers arising mainly from manufacture and sales of automobile, motorcycle, agricultural machinery, and gear, shaft and various kinds of transmission components of machine tool, and etc. Details of revenue is as follows:

Sale of goods
(6 )Geographical
information
2020
$ 5,211,042
2019
$ 5,968,347

Geographical information for the years ended December 31, 2020 and 2019 is as follows :

Country
USA
China
Taiwan
Others
2020
Revenue
3,720,533
Non-current assets
$ 286,739
555,823
731,219
241,746
11,458,149
692,940
-
2019
Revenue
4,625,027
Non-current assets
$ 93,645
355,600
614,966
258,127
10,847,483
729,593
-
$ Revenue
3,720,533
555,823
241,746
692,940
$ Revenue
4,625,027
355,600
258,127
729,593

169

Total $ 5,211,042 $ 12,476,107 $ 5,968,347 $ 11,556,094

The Company geographical revenues are calculated in countries. Non-current assets refer to property, plant and equipment, right-of-use assets, intangible assets, and other non-current assets, but not including investments in equity instruments, financial instruments, and deferred tax assets.

170

(7 ) Major customer information

The Group has customers with which the sales revenues accounts for more than 10% of the operating revenue in the statement of comprehensive income for the years ended December 31, 2020 and 2019. The major customer information is as follows:

A company
B company
2020
Amount
Segment
$ 1,620,691
HOTA
1,837,012
HOTA
$3,457,703
(below blank )
2019 Segment
HOTA
HOTA

171

HOTA CORPORATION AND SUBSIDIARIES Loans to others

Year ended December 31, 2020

==> picture [31 x 6] intentionally omitted <==

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

TABLE 1
----- End of picture text -----

Expressed in thousands of TWD (Except as otherwise indicated)

Collateral

No.
(Note 1)
Creditor Borrower General
ledger
account
Is a
related
party
Maximum
outstanding
balance during
the year ended
December 31,
2020
Balance at
December
31, 2020
(Note 6)
Actual
amount
drawn
down
Interest
rate(%)
Nature of
loan
(Note 4)
2.50
2
2.00
2
2.50
2
Amount of
transaction
s with the
borrower
Reason for
short term
financing
Allowance
for
doubtful
accounts
Item Value Limit on loans
granted to a
single party
(Note 3)
Ceiling on total
loans granted
(Note 2)
Footnote
0
0
0
Hota Industrial
Manufacturing
CO., LTD.
Hota Industrial
Manufacturing
CO., LTD.
Hota Industrial
Manufacturing
CO., LTD.
YUNG-CHIN
DEVELOP FORGING
CO., LTD.
Howon(Whaian)auto
mobile components
Company Limited
Chien li industrial co.,
ltd.
Other
Receivable
s
Other
Receivable
s
Other
Receivable
s
N
Y
N
4,675
$ 284,800
6,000
2,338
$ 56,960
6,000
2,338
$ -
6,000
-
$ -
-
Purchase of
equipment
Purchase of
equipment
Purchase of
equipment
-
$ -
-
NA
NA
NA
-
$ -
-
1,270,512
$ 1,270,512
1,270,512
2,541,023
$ 2,541,023
2,541,023
5

Note 1: The numbers filled in for the loans provided by the Company or subsidiaries are as follows:

(1)The Company is ‘0’.

(2)The subsidiaries are numbered in order starting from ‘1’.

Note 2: The ceiling on total loans to others is the Company net assets, the limit is 40% of the Company net assets. Note 3: Limit on loans granted for a single party is 20% of the net assets of the Company.

Note 4: (1)For business transactions.

(2)For short-term financing.

Note 5: The transactions were eliminated when preparing the consolidated financial statements.

Note 6: The amount of ending balance was equal to the limit on loans as approved by the Board of Directors.

172

HOTA CORPORATION AND SUBSIDIARIES

Provision of endorsements and guarantees to others Year ended December 31, 2020

==> picture [770 x 145] intentionally omitted <==

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

TABLE 2 Expressed in thousands of TWD
(Except as otherwise indicated)
Party being endorsed/guaranteed Maximum Outstanding Ceiling on total Provision of Provision of Provision of
Relationship Limit on outstanding endorsement/ Amount of Ratio of accumulated amount of endorsements/ endorsements/ endorsements/
with the endorsements/ endorsement/ guarantee amount endorsements endorsement/ guarantee endorsements/ guarantees by guarantees by guarantees to
endorser/ guarantees provided guarantee amount as at December 31, Actual amount / guarantees amount to net asset guarantees parent company subsidiary to the party in
No. guarantor for a single party of December 31, 2020 2020 drawn down secured with value of the endorser/ provided to subsidiary parent company Mainland China Footnot
(Note 1) Endorser/ guarantor Company name (Note 2) (Note 3) (Note 4) (Note 5) (Note 6) collateral guarantor company (%) (Note 3) (Note 7) (Note 7) (Note 7) e
Hota Industrial Howon(Whaian)autom
0 Manufacturing CO., obile components (2) $ 1,270,512 $ 313,280 $ 313,280 $ 313,280 $ - 4.93% $ 2,541,023 Y N N
LTD. Company Limited
Hota Industrial Wuxi Hoda Precision
0 Manufacturing CO., gear Company Limited (2) 1,270,512 199,360 199,360 199,360 - 3.14% 2,541,023 Y N N
LTD.
----- End of picture text -----

Note 1: The numbers filled in for the loans provided by the Company or subsidiaries are as follows:

  • (1)The Company is ‘0’.

  • (2)The subsidiaries are numbered in order starting from ‘1’.

Note 2: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following seven categories; fill in the number of category each case belongs to:

  • (1).A company with which the Company conducts business.

  • (2).A company in which the Company directly, and indirectly, holds more than 50% of the voting shares.

  • (3).A company which directly, and indirectly, holds more than 50% of the voting shares in the Company.

  • (4).Companies in which the Company directly, and indirectly, holds more than 90% of the voting shares.

  • (5).A company fulfilling its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project.

  • (6).A company where all capital contributing shareholders make endorsements/guarantees for their jointly invested company in proportion to their shareholding percentages.

  • (7).Companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other.

  • Note 3: The guarantees and endorsements for a single party should not exceed 20% of the Company’s net assets, The ceiling on total amount of endorsements/guarantees provided to others by the Company is 40% of the Company's net assets.

Note 4: The maximum balance of the endorsement guarantee for others in the current year.

  • Note 5: The ending balances of Howon automobile components and Wuxi Hoda's endorsement guarantee are USD 11,000 thousand and USD 7,000 thousand, respectively, which are calculated based on the original exchange rate.

  • Note 6: Should enter the actual amount spent by the endorsed company within the range of the endorsed guarantee balance.

  • Note 7: Y is required only for those who belong to the parent company of the listed counter to endorse the subsidiary company, those who belong to the subsidiary company to endorse the parent company of the listed counter, and those who belong to the mainland area endorsement.

173

Holding of marketable securities (not including subsidiaries, associates and joint ventures) December 31, 2020

TABLE 3

HOTA CORPORATION AND SUBSIDIARIES

Expressed in thousands of TWD (Except as otherwise indicated)

Securities held by Types of
marketable
securities
Name of marketable securities Relationship with the
securities issuer
General
ledger account
As of Dece mber 31,2020 Footnote
Number of
shares
Book value Owner
ship
Fair value
Hota Industrial
Manufacturing CO., LTD.
Hota Industrial
Manufacturing CO., LTD.
Hota Industrial
Manufacturing CO., LTD.
Howin Precision Company
Limited
Hozuan investment
Company Limited
Hota Industrial
Manufacturing CO., LTD.
Hota Industrial
Manufacturing CO., LTD.
Hota Industrial
Manufacturing CO., LTD.
Hota Industrial
Manufacturing CO., LTD.
Howin Precision Company
Limited
Stock
Stock
Stock
Stock
Stock
Stock
Stock
Stock
Ball card
Stock
Shin Kong Financial Holding Co.,
Ltd.(2888)
World Known MGF (Cayman) Limited
Hwa Fong Rubber Ind. Co., Ltd.(2109)
Hwa Fong Rubber Ind. Co., Ltd.(2109)
Hwa Fong Rubber Ind. Co., Ltd.(2109)
BMB Venture Capital Investment
Corporation
world known mfg. co., ltd.
MAIN DRIVE CORPORATION
TAICHUNG INTERNATIONAL
ENTERTAINMENT CORPORATION
Hoga Industry CO.,LTD.,
-
-
The chairman of the company is the
chairman of the company
The chairman of the company is the
chairman of the company
The chairman of the company is the
chairman of the company
The chairman of the company is the
chairman of the company
-
The chairman of the company is a
director of the company
The chairman of the company is a
director of the company
The chairman of the company is a
director of the company
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
Evaluation adjustment
Financial assets at fair value through other
comprehensive income – noncurrent
Financial assets at fair value through other
comprehensive income – noncurrent
Financial assets at fair value through other
comprehensive income – noncurrent
Financial assets at fair value through other
comprehensive income – noncurrent
Financial assets at fair value through other
comprehensive income – noncurrent
Evaluation adjustment
3,074,757
592,000
2,040,000
510,000
2,858,740
3,223,881
689,189
3,360,000
-
508
30,510
$ 5,921
46,566
11,809
57,153
-
-
-
-
-
9.03
4.05
12.84
0.09
7.93
27,089
$ 22,022
26,928
6,732
37,735
151,959
31,453)
(
120,506
$
12,470
$ 9,776
27,454
7,950
6,766
120,506
$
33,142
$ 7,831
33,600
3,010
5,046
82,629
18,213)
(
64,416
$
64,416
$
  • Note 1 The securities mentioned in this table refer to the stocks, bonds, beneficiary certificates and securities derived from the above items that fall within the scope of the International Financial Reporting Standard No. 9 "Financial Instruments". Note 2 If the securities issuer is not a related party, this column is not required.

  • Note 3 If measured by fair value, please fill in the book value of column B after fair value evaluation adjustments and deduct accumulated impairment; if it is not measured by fair value, please fill in the original acquisition cost or amortized cost after deduction of accumulated impairment in the book value column B The book balance.

  • Note 4 The listed securities have users who are restricted due to the provision of guarantees, pledged loans, or other agreed upon agreement. The remarks column should indicate the number of guarantees or pledged shares, the amount of guarantees or pledges, and the circumstances of restricted use.

174

HOTA CORPORATION AND SUBSIDIARIES

Significant inter-company transactions during the reporting period For the year ended December 31, 2020

Number
(Note 1)
TABLE 4
Companyname Counterparty Relationship
(Note 2)
Transaction Transaction Percentage of
consolidated total
operating
revenues or total
assets(Note3)
Footnote
0.46%
Note
45
0.60%
Note
45
1.12%
Note
45
0.13%
Note
45
0.10%
Note
45
0.07%
Note
45
Expressed in thousands of TWD
(Except as otherwise indicated)
Percentage of
consolidated total
operating
revenues or total
assets(Note3)
Footnote
0.46%
Note
45
0.60%
Note
45
1.12%
Note
45
0.13%
Note
45
0.10%
Note
45
0.07%
Note
45
Expressed in thousands of TWD
(Except as otherwise indicated)
General ledger account Amount Transaction terms Percentage of
consolidated total
operating
revenues or total
assets(Note3)
0
0
0
0
0
0
Hota Industrial Manufacturing CO.,
LTD.
Hota Industrial Manufacturing CO.,
LTD.
Hota Industrial Manufacturing CO.,
LTD.
Hota Industrial Manufacturing CO.,
LTD.
Hota Industrial Manufacturing CO.,
LTD.
Hota Industrial Manufacturing CO.,
LTD.
HOTATECH INC.
HOTATECH INC.
Howin Precision Company Limited
Howin Precision Company Limited
Wuxi Hoda Precision gear Company
Limited
Wuxi Hoda Precision gear Company
Limited
1
1
1
1
1
1
Sales
Commission expense
processing cost
Accounts payable
Sales
Accounts receivable
23,995
$ 31,455
58,309
24,400
18,171
12,741
According to the general price
and conditions, the payment
will be collected within 180
days after shipment.
Based on the sales of specific
models shipped by the parent
company to specific customers,
calculated according to a
certain percentage.
According to the general
processing price and
conditions, payment will be
made within 120 days after
acceptance.
Payment within 120 days after
acceptance.
According to the general price
and conditions, the payment
will be collected within 180
days after shipment.
Payment is received within 180
days after shipment.
0.46%
0.60%
1.12%
0.13%
0.10%
0.07%
Note
45
Note
45
Note
45
Note
45
Note
45
Note
45

Note 1: The numbers filled in for the transaction company in respect of inter-company transactions are as follows: (1)Parent company is ‘0’.

(2)The subsidiaries are numbered in order starting from ‘1’.

Note 2: Relationship between transaction company and counterparty is classified into the following three categories:

(1) Parent company to subsidiary.

(2)Subsidiary to parent company.

  • (3)Subsidiary to subsidiary.

Note 3: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount for the year to consolidated total operating revenues for income statement accounts. Note 4: Transaction amounts account for at least NT$10 million.

Note 5: The transactions were eliminated when preparing the consolidated financial statements.

175

HOTA CORPORATION AND SUBSIDIARIES Information on investees December 31, 2020

TABLE 5

Expressed in thousands of TWD (Except as otherwise indicated)

Investor Investee
Note 12
Location
Main business activities
Initial investment amount Sharesheld as atDecember31,2020 Net profit (loss)
of the investee for
the year ended
December 31, 2020
Note 2
Investment income
(loss) recognised
by the Company
for the year ended
December 31, 2020
Note 2
Footnote
as at December
31,
as at
December31,
Numberofshares
p
(%)
Bookvalue
Hota Industrial
Manufacturing CO., LTD.
Hota Industrial
Manufacturing CO., LTD.
Hota Industrial
Manufacturing CO., LTD.
Hota Industrial
Manufacturing CO., LTD.
Hota Industrial
Manufacturing CO., LTD.
Hota Industrial
Manufacturing CO., LTD.
Hota Industrial
Manufacturing CO., LTD.
Hota Industrial
Manufacturing CO., LTD.
Hota Industrial
Manufacturing CO., LTD.
Hozuan investment
Company Limited
Howin Precision Company
Limited
HOTATECH,INC.
Hozuan investment Company
Limited
Taiwan
Investment activities
CAPTAIN HOLDING CO.,
LTD.
Seychelles
Holding company
HOTATECH,
INC.
USA
Sell various precision gears for
automobiles and reinvest USA Unison
Investment Co., Inc. for selling various
precision gears of automobiles
Howin Precision Company
Limited
Taiwan
Manufacturing of internal combustion
engines and piston rings for
automobiles and motorbikes, and
wholesale of hardware parts and metal
parts
Juda Intelligent Technology
Taiwan
Manufacturing and selling various
precision Gears and shafts for
automobiles
KAO FONG MACHINERY
CO., LTD
Taiwan
Manufacturing and trading of various
machine tools, plastic injection molding
machines, hand tools and mechanical
equipment, etc.
TAIWAN PYROLYSIS &
ENERGY REGENERATION
CORP.
Taiwan
Removal, storage and treatment of
general and hazardous industrial waste.
TAKAWA SEIKI, INC.
USA
Machinery traders and agents.
LING WEI CO., Ltd.
Taiwan
Hardware wholesale industry.
KAO FONG MACHINERY
CO., LTD
Taiwan
Manufacturing and trading of various
machine tools, plastic injection molding
machines, hand tools and mechanical
equipment, etc.
KAO FONG MACHINERY
CO., LTD.
Taiwan
Manufacturing and trading of various
machine tools, plastic injection molding
machines, hand tools and mechanical
equipment, etc.
UNISON INVESTMENT CO.,
INC.
USA
Sell various of precision gears for
automobiles.
167,190
$ 167,190
$ 326,073
326,073
173,638
173,638
41,450
41,450
5,000
5,000
11,400
11,400
12,500
12,500
3,607
3,607
24,413
24,413
187,141
182,323
677
677
82,236
82,236
25,221,000
100.00
300,309
$ 10,602,990
100.00
158,697
530,200
100.00
217,917
7,305,147
61.05
83,835
500,000
83.33
4,994
838,878
0.78
15,984
375,000
25.00
-
120,000
40.00
3,472
2,441,250
45.00
29,723
16,501,826
15.28
273,236
49,471
0.05
942
236,341
100.00
60,640)
(
2,725)
($ 2,725)
($ 12,872)
(
12,872)
(
4,895
4,895
1,357)
(
829)
(
29)
(
24)
(
12,227)
(
95)
(
-
-
1,345
537
136
62
12,227)
(
1,868)
(
12,227)
(
5)
(
-
-
SUBSIDIARIES(Note 4)
SUBSIDIARIES(Note 4)
SUBSIDIARIES(Note 4)
SUBSIDIARIES(Note 4)
SUBSIDIARIES(Note 4)
Invested company evaluated
by equity method(Note 3)
Invested company evaluated
by equity method(Note 1)
Invested company evaluated
by equity method
Invested company evaluated
by equity method
Invested company evaluated
by equity method(Note 23)
Invested company evaluated
by equity method(Note 23)
Second-tier Subsidiary(Note
24)

Note 1 The book value of the long-term investment is the balance after the impairment loss of RMB 3,736 thousand has been recognized. Note 2 Recognize investment gains and losses through each subsidiary.

Note 3 KAO FONG MACHINERY CO., LTD.is jointly held by Hota Industrial Manufacturing CO., LTD. And Howin Precision Company Limited andHozuan investment Company Limited, Its total shareholding ratio is 16.11%, and the investment loss recognized by the Group totals 1,968 thousand yuan. Note 4 The transactions were eliminated when preparing the consolidated financial statements.

176

TABLE 6

HOTA CORPORATION AND SUBSIDIARIES INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Amount remitted from Taiwan to Mainland China/ Amount remitted back to Taiwan for the year ended December 31, 2020

Investee in
Mainland China
Wuxi Hoda Precision
gear Company Limited
Main business activities
Manufacturing and sell
various of precision gears for
automobiles and motorbikes
Paid-in capital
170,880
$
Investment
method
Note1
Accumulated amount
of remittance from
Taiwan to Mainland
China as of January 1,
2020
Remitted to
Mainland
China
Remitted
back to
Taiwan
Accumulated
amount of
remittance from
Taiwan to Mainland
China as of
December 31,2020
Net income of
investee for
the year
ended
December 31,
2020
Ownership
held by the
Company
(direct or
indirect)
Investment
income (loss)
recognised by
the Company for
the year ended
December 31,
2020
Book value of
investments in
Mainland China
as of December
31,2020
Accumulated
amount of
investment
income remitted
back to Taiwan
as of December
31,2020
Footnote
1 165,184
$
-
$
-
$
165,184
$
8,319)
($
100.00 8,319)
($
45,693
$
-
$
Note
245
Howon(Whaian)automob
ile components Company
Limited
Manufacturing and selling of
automobile gearboxes and gears
301,888 2 301,888 - - 301,888 9,806)
(
100.00 9,806)
(
174,117 - Note
345

Note 1 Investment methods are classified into the following three categories:

(1)Directly invest in a company in Mainland China.

(2)Investments through a holding company registered in a third region. (3)Others.

Note 2 Wuxi Hoda Precision gear Company Limited the paid-in capital is US$6,000,000, accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2020 is US$5,800,000. Note 3 Howon(Whaian)automobile components Company Limited the paid-in capital is US$10,600,000,accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2020 is US$10,600,000.

Note 4 Paid-in capital was converted at the exchange rate of NTD 28.48: USD 1 prevailing on December 31, 2020.

Note 5 The profit and loss of the Shanghai Development Investment Company is the share of the profit and loss of the subsidiary and the grandson company recognized in the financial statements audited by accountants during the same period.

amount Accumulated amount of remittance approved by Ceiling on investments in Mainland from Taiwan to Mainland China as the Investment China imposed by the Investment Company name of December 31, 2020 Commission of Commission of MOEA Hota Industrial $ 467,072 $ 467,072 $ 3,811,535 Manufacturing CO., LTD.

Note 1 According to the limit stipulated in the letter No. 006130 of the Securities and Futures Commission (90) of the SFC of the Ministry of Finance of the Ministry of Finance on November 16, 2001. Note 2 Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2020 is US$16,400,000.

177

TABLE 7

HOTA CORPORATION AND SUBSIDIARIES INFORMATION OF MAJOR SHAREHOLDERS DECEMBER 31, 2020

==> picture [766 x 40] intentionally omitted <==

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

|||||
|---|---|---|---|
|Shares|
|Name of Major Shareholder|Number of Shares|Percentage of Ownership|(%)|
|Cathay Life Insurance Co., Ltd.|15,273,823|6.00%|

----- End of picture text -----

178

(V) Parent-company-only financial statements for the most recent fiscal year

These financial statements are translated from the traditional Chinese version and are unaudited by a CPA.

Independent Auditor’s Report

(110) Ministry of Finance approved No.20004692

The Board of Directors and Shareholders Hota Industrial Manufacturing Company Limited Public

Opinion

We have audited the accompanying Individual states of Hota Industrial Manufacturing Company Limited (the “Company”), which comprise the individual balance sheets as of December 31,2020 and 2019, and the individual statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the individual financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying individual financial statements present fairly, according to our audit result and audit reports from other accountants(please refer to “Others” section),the individual financial position of the Company as of December 31,2020 and 2019,and its individual financial performance and its individual cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by the Securities Issuers and the International Reporting Standards(IRFS), International Accounting Standards(IAS), IFRIC Interpretations(IFRIC), and SIC Interpretations (SIC) endorsed and issues 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 Individual Financial Statement 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 December 31,2020 and 2019,

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

179

Key audit matters for the company’s individual financial statements for the year ended December 31,2020 are stated as follows:

Cut-off date for international export income

Notes

With regard to the accounting policy on income recognition, please refer to Note 4 (27) of the individual financial report.

The Company mainly focused on the manufacturing and trading of related products for vehicle transmission parts. The main source of sales income is international export sales. Sales to customers involve different types of trading conditions. However, the Company recognize the sales revenue immediately after shipment. At the end of each period, ownership of the products that has not been transferred to the buyer due to the failure of the agreed trading conditions and the control of the product has not been transferred to the buyer. Because the data collection that does not meet the sales revenue recognition conditions involves a high degree of manual judgment and operation, the accountant has included the cut-off date of the export sales revenue as a significant review item.

Corresponding verification procedures

The accountants respond to above notes and take procedures for the specific aspects and procedures are summarized as follows:

  1. Understand and evaluate the operating procedures and internal controls of the Company sales transactions, and test the controls.

  2. Perform a cut-off test for sales transactions within a certain period before and after the end of the financial report, and confirm that revenue is recognized in the appropriate period.

Inventory allowance falling price and sluggish loss evaluation

Notes

With regard to inventory accounting policies, please refer to Note 4 (13) of the individual financial report. For important accounting estimates and assumptions for inventory evaluation, please refer to Note 5 (2) of the individual financial report. Please refer to Note 6 (6) of the individual financial report for the description of the inventory allowance loss. The Company’s inventory and inventory allowance losses as of December 31, 2020 were NT$1,750,240 thousand and NT$74,202 thousand, respectively.

180

The Company is mainly engaged in the manufacturing and trading of automotive transmission parts related products. Due to the fierce competition in the automotive transmission parts market, there is a high risk of inventory falling-price loss or outdated price loss. The inventories of the Company are measured by cost and net realizable value. For inventories that are older than a certain period of age and those that are respectively identified as obsolete, provision is made for depreciation losses based on the degree of inventory depletion. The net realizable value used to evaluate obsoleteness often involves subjective judgments and therefore a high degree of uncertainty in estimation exists. Considering the Company's inventory and its allowance for depreciation losses have a significant impact on the financial statements. The accountant believes that the Company's inventory depreciation loss evaluation is one of the most important items in this year's audit.

Corresponding verification procedures

The accountants respond to above notes and take procedures for the specific aspects and procedures are summarized as follows:

  1. Understand and evaluate the inventory allowance for depreciation losses, the operating procedures and internal controls mentioned. And then test the controls.

  2. Review the annual inventory-check plan and participate in the annual inventory check to evaluate the management's control of outdated inventory.

  3. The policy for the provision of allowances for inventory evaluation losses is consistently adopted and the rationality of the provision policy is evaluated during the period of comparing the financial statements.

  4. Obtain the inventory age reports to check the inventory items to test the accuracy of the inventory age calculation logic and information.

  5. Regarding the estimated net realizable value of the inventory items, discuss with the management and obtain supporting documents, and then evaluate the rationality of the inventory allowance evaluation loss.

Other matters-adopting other accountants' audit reports

The company’s individual financial statements adopt equity method for investee companies whose financial statements have not been checked by this accountant, but by other accountants. Therefore, in the opinions expressed by this accountant on the above individual financial statements, the amounts listed in the financial statements of these companies are based on the audit reports of other accountants. The amount of investment using the equity method on December 31, 2020 and December 31, 2019 were NT$45,707 thousand and 48,373 thousand, respectively, accounting for 0.27% and 0.29% of the total assets respectively. From January 1[st] to December 31[st] 2020 and from January 1[st] to December 31[st] 2019, the comprehensive profits recognized by the equity method were NT$258 thousand in losses and NT$2,374 thousand in benefits, respectively, each accounting for 0.08% and 0.37% of comprehensive profit and loss.

181

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

Management is responsible for the preparation and fair presentation of the individual financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IRFS, IAS, IFRIC, and 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 individual financial statements that are free from material misstatement, whether due to fraud or error.

In preparation the Individual 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 members of the audit Committee) are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Individual Financial Statements

Our Objectives are to obtain reasonable assurance about whether the individual 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, the could reasonably be expected to influence the economic decisions of users taken on the basis of these Individual financial statements.

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 individual 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.

182

  1. 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 the 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 Individual 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.

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

  3. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the Individual 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 departments, 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 the audit.

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

183

From the matters communicated with those charged with governance, we determine those matters that were of significance in the audit of the individual 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 communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

P r i c e w a t e r h o u s e C o o p e r s T a i w a n

Wu, Song-yuan CPA Xu, Jian-ye Financial Supervisory Commission Approved-certified No.: 1090350620

1050035683

March 17, 2021

184

Hota Industrial Manufacturing Company Limited

Individual Balance Sheet

2020 and 2019 December 31

ASSETS Note
6(1)
6(2)
6(3)
6(4)
6(4)
7(2)
6(5) , 7(2)
6(6)
6(2)
6(7)
6(8) , 8
6(9)
6(30)
6(11)
(In Thousands of New Taiwan Dollars)
December 31,2020
December 31,2019
Amount
%
Amount
%
$ 687,561
4
$ 377,446
2
76,039
1
61,292
-
57,355
-
606
-
9,842
-
581
-
2,041,334
12
2,161,425
13
18,665
-
19,346
-
40,778
-
253,763
2
1,676,038
10
1,725,258
11
129,732
1
142,325
1
4,737,344
28
4,742,042
29
57,650
-
74,492
1
860,624
5
885,056
5
10,476,818
62
9,891,452
60
257,098
2
284,281
2
7,034
-
13,169
-
60,604
-
55,037
-
545,418
3
465,999
3
12,265,246
72
11,669,486
71
$ 17,002,590
100
$ 16,411,528
100
CURRENT ASSETS
1100
Cash and cash equivalents
1120
Financial assets at fair value
through profit or loss
1136
Hedging financial assets
1150
Notes receivable, net
1170
Accounts receivable, net
1180
Other receivables from related
parties,net
1200
Other receivable
130X
Inventories
1470
Other current assents
11XX
Total current assets
NONCURRENT ASSETS
1517
Financial assets at fair value
through profit or loss
1550
Investments accounted for using
equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1780
Intangible assets
1840
Deferred income tax assets
1900
Other noncurrent assets
15XX
Total noncurrent assets
1XXX
TOTAL

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185

Hota Industrial Manufacturing Company Limited

Individual Balance Sheet

2020 and 2019 December 31

LIABILITIES AND EQUITY (In Thousands of New Taiwan Dollars)
December 31, 2020
December 31, 2019
Note
Amount
%
Amount
%
6(12), 8
$ 1,850,370
11
$ 1,000,753
6
6(13)
600,000
4
560,000
3
425,000
2
381,778
2
7(2)
438,171
3
428,330
3
6(14), 7(2)
435,034
3
562,293
4
6(30)
42,911
-
97,579
1
13,874
-
15,811
-
6(15)
1,997,512
12
1,475,209
9
69,321
-
10,177
-
5,872,193
35
4,531,930
28
6(15), 8
4,344,727
26
4,887,208
30
6(30)
54,357
-
64,241
-
6(9)
246,790
1
270,487
2
6(17)
131,965
1
89,086
-
4,777,839
28
5,311,022
32
10,650,032
63
9,842,952
60
6(19)
2,545,175
15
2,549,565
15
6(20)
1,906,479
11
1,916,204
12
6(21)
660,162
4
593,292
4
48,236
-
23,850
-
1,227,622
7
1,533,901
9
6(22)
(
35,116)
-
(
48,236)
-
6,352,558
37
6,568,576
40
9
11
$ 17,002,590
10
0
$ 16,411,528
100
CURRENT LIABILITIES
2100
Short-term loans
2110
Short-term bills payable
2150
Notes payble
2170
Accounts payable
2200
Other payable
2230
Income tax payable
2280
Lease liabilityCurrent
2320
Long-term liabilities due within
one year or business cycle
2399
other current liabilities
21XX
Total current liabilities
NONCURRENT LIABILITIES
2540
Long-term loan
2570
Deferred income tax liabilities
2580
Lease liabilitynoncurrent
2600
Other noncurrent liabilities
25XX
Total noncurrent liabilities
2XXX
Total liabilities
EQUITY
Capital
3110
Common shares
Capital reserve
3200
Capital surplus
Capital reserve
3310
Legal reserve
3320
Special reserve
3350
unappropriated earnings
Other equity
3400
Other equity
3XXX
Total equity
Commitments and contingencies
Significant subsequent events
3X2X
Total liabilities and equities

The accompanying notes are an integral part of the parent company only financial statements.

186

Hota Industrial Manufacturing Company Limited Individual Statements of Comprehensive Income 2020 and 2019 January 1 to December 31

Item
4000
Net Revenue
5000
Cost of revenue
5900
Gross profit
5910
Unrealized loss of sales
5950
Net operating profit
Operating Expenses
6100
Marketing
6200
administrative
6300
Research and development
6450
Expected credit impairment loss
6000
Total Operating Expenses
6900
Operation interest
Other gains and losses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7070
Share of other comprehensive gain
of subsidiaries on investments in
equity instruments at fair value
7000
Total Other gains and losses
7900
Net profits before tax
7950
Income tax
8200
Net profits
(In Thousands of New Taiwan Dollars)
(Except for earnings per share of New Taiwan dollars)
2020
2019
Note
Amount
%
Amount
%
6(23) , 7
(2)
$ 4,787,240
100
$ 5,683,259
100
6(6)(28)
(29) , 7
(2)
(
3,669,401) (
76)(
4,075,052)(
72)
1,117,839
24
1,608,207
28
1,432
-
2,773
-
1,119,271
24
1,610,980
28
6(28)
(29)
(
451,722) (
10) (
501,266 ) (
9)
(
97,367) (
2) (
113,863 ) (
2)
(
108,631) (
2) (
144,459 ) (
2)
(
5,674)
- (
4,500)
-
(
663,394) (
14)(
764,088)(
13)
455,877
10
846,892
15
6(24)
3,399
-
6,141
-
6(25)
80,510
2
16,231
-
6(26)
(
107,801) (
2) (
39,654 ) (
1)
6(27)
(
94,946) (
2) (
81,071 ) (
1)
6(7)
(
19,370) (
1)(
18,571)
-
(
138,208) (
3)(
116,924)(
2)
317,669
7
729,968
13
6(30)
(
31,575) (
1)(
80,845)(
2)
$ 286,094
6
$ 649,123
11

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187

Hota Industrial Manufacturing Company Limited Individual Statements of Comprehensive Income 2020 and 2019 January 1 to December 31

(In Thousands of New Taiwan Dollars) (Except for earnings per share of New Taiwan dollars)

Item
Other comprehensive income(loss),
net
Items Not reclassified to profit or
loss
8311
Measure on defined benefit plans
8316
The share of other
comprehensive profits and losses
of subsidiaries, affiliates and
joint ventures recognized using
the equity method-items not
reclassified to profits and losses
8330
The share of other
comprehensive profits and losses
of subsidiaries, affiliates and
joint ventures recognized using
the equity method-items not
reclassified to profits and losses -
Not reclassified to profit or loss
8349
Income tax related to items not
reclassified to profit or loss
8310
Total not reclassified to profit
or loss
Items that may be reclassified to
profit and loss in the future
8361
Currency conversion difference
in the conversion of financial
statements of foreign operating
organizations
8367
Net unrealized appraisal of gains
and losses of debt instrument
investments measured at fair
value through other
comprehensive gains and losses
8380
The share of other
comprehensive profits and losses
of subsidiaries, affiliates and
joint ventures recognized using
the equity method-items that may
be reclassified to profits and
losses
8399
Income tax related to items not
reclassified to profit or loss
8360
Total Items that may be
reclassified to profit and loss
8300
Other comprehensive net
gains/losses
8500
Total comprehensive gains/losses
Basic earnings per share
9750
Total basic earnings per share
Diluted earnings per share
9850
Total Diluted earnings per share
2020
Note
Amount
6(17)
$ 1,863
9,009
11,338
6(30)
(
373)
21,837
(
8,145)
10,321
(
4,324)
6(30)
2,227
79
$ 21,916
$ 308,010
6(31)
$ 6(31)
$
2020 2019
%
Amount
-
$ 23,104
- (
11,526 )
- (
13,583 )
- (
4,620)
- (
6,625)
- (
16,403 )
-
15,603
- (
1,303 )
-
1,594
- (
509 )
- ($ 7,134)
6
$ 641,989
1.12
$ 1.12
$
2019
%
-
-
-
-
-
-
-
-
-
-
-
11
2.55
$ $ 2.54

The accompanying notes are an integral part of the parent company only financial statements.

188

Hota Industrial Manufacturing Company Limited

Individual Statements of Changes in Equity

2020 and 2019 January 1 to December 31

(In Thousands of New Taiwan Dollars)

Statement of changes in equity
Year 2019
BALANCE, JANUARY 1, 2019
Net profits 2019
Other comprehensive gains/losses
2019
Total comprehensive income
Earnings distribution and allocation
2018
Legal reserve listed
Special reserve listed
Common stock cash dividend
Dispose of equity instruments
measured at fair value through other
comprehensive gains and losses
Balance , December 31,2019
Year 2020
BALANCE, JANUARY 1, 2020
Net profits 2020
Other comprehensive gains/losses
2020
Total comprehensive income
Earnings distribution and allocation
2019
Legal reserve listed
Special reserve listed
Common stock cash dividend
Share-based payment transaction
Dispose of equity instruments measured
at fair value through other
comprehensive gains and losses
Repurchase Treasury stock
Logout Treasury stock
Balance , December 31,2020
N
o
t
e
s
Common Shares Capital Surplus Retained earnings Retained earnings Retained earnings Other Other interests interests Treasurystock Total equity
Legal Capital
Reserve
Special Capital
Reserve
Unappropriated
Earnings
Foreign Currency
Translation
Reserve


Unrealized Gain
(Loss) on Assets at
Fair Value Trough
Other
Comprehensive
Income
6(22)
6(21)
6(22)
6(22)
6(21)
6(18)(20)
6(22)
6(19)
6(19)(20)
$ 2,549,565
-
-
-
-
-
-
-
$ 2,549,565
$ 2,549,565
-
-
-
-
-
-
-
-
-
(
4,390 )
$ 2,545,175
$ 1,916,204
-
-
-
-
-
-
-
$ 1,916,204
$ 1,916,204
-
-
-
-
-
-
20,895
-
-
(
30,620 )
$ 1,906,479
$ 469,600
-
-
-
123,692
-
-
-
$ 593,292
$ 593,292
-
-
-
66,870
-
-
-
-
-
-
$ 660,162
$ -
-
-
-
-
23,850
-
-
$ 23,850
$ 23,850
-
-
-
-
24,386
-
-
-
-
-
$ 48,236
$ 1,905,095
649,123
18,381
667,504
(
123,692 )
(
23,850 )
(
892,348 )
1,192
$ 1,533,901
$ 1,533,901
286,094
1,360
287,454
(
66,870 )
(
24,386 )
(
509,913 )
-
7,436
-
-
$ 1,227,622













($ 16,067 )
-
(
16,112 )
(
16,112 )
-
-
-
-
($ 32,179 )
($ 32,179 )
-
(
10,242 )
(
10,242 )
-
-
-
-
-
-
-
($ 42,421 )
($ 7,782 )
-
(
9,403 )
(
9,403 )
-
-
-
1,128
($ 16,057 )
($ 16,057 )
-
30,798
30,798
-
-
-
-
(
7,436 )
-
-
$ 7,305
$ -
-
-
-
-
-
-
-
$ -
$ -
-
-
-
-
-
-
-
-
(
35,010 )
35,010
$ -
$ 6,816,615
649,123
(
7,134 )
641,989
-
-
(
892,348 )
2,320
$ 6,568,576
$ 6,568,576
286,094
21,916
308,010
-
-
(
509,913 )
20,895
-
(
35,010 )
-
$ 6,352,558

The accompanying notes are an integral part of the parent company only financial statements.

189

Hota Industrial Manufacturing Company Limited Individual Statement of Cash Flows 2020 and 2019 January 1 to December 31

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments for:
Income expense item
Depreciation expense

Depreciation expense - Right-of-use asset

Amortization

Interest expense

Interest expense- Lease liability

Interest income

Expected credit loss

Share of other comprehensive gain of subsidiaries on
investments in equity instruments at fair value

Cash increase to retain employee subscription
remuneration costs

Gain on disposal of intangible assets, net

Unrealized sales loss
Unrealized exchange loss
Changes in assets/liabilities related to operation
activities
Property net change related to operation activities
Notes receivable
Accounts receivable
Accounts receivable - related parties
Other accounts receivable
Inventory
Other current assets
Other noncurrent assets
Liabilities net change related to operation activities
Notes payable (related parties included)
Accounts payable (related parties included)
Other payables
Other current liabilities
Other noncurrent liabilities
Cash inflow from operation activities
Interest charged
Interest paid
Income tax paid
Net cash inflow by operation activities
Note
January 1 to
December 31,2020
January 1 to
December 31,2019

$ 317,669 $ 729,968
6(8)(28)
561,737
550,277
6(9)(28)
16,602
21,563
6(28)
9,671
9,341
6(27)
90,721
76,462
6(9)(27)
4,225
4,609
6(24)
(
3,399 ) (
6,141 )
12(2)
5,674
4,500
6(7)
19,370
18,571
6(18)
20,895
-
6(26)
(
2,493 ) (
290 )
(
1,432 ) (
2,773 )
10,045
35,290
(
9,261 )
3,829
144,012 (
263,782 )
680
7,352
212,982 (
26,103 )
49,220 (
109,362 )
12,593 (
29,665 )
(
360 ) (
195 )

43,222 (
114,074 )
9,841 (
342,515 )
(
14,861 ) (
150,983 )
59,144 (
3,191 )
(
2,047 ) (
11,608 )
1,554,450
401,080
3,402
6,142
(
92,343 ) (
81,645 )
(
99,841 ) (
46,893 )
1,365,668
278,684

(continue in next page)

190

Hota Industrial Manufacturing Company Limited Individual Statement of Cash Flows

2020 and 2019 January 1 to December 31

CASH FLOWS FROM INVESTING ACTIVITIES
Net unrealized appraisal of gains and losses of debt
instrument investments measured at fair value
Increase in financial assets measured at amortized
cost
Gain financial assets measured at fair value through
other comprehensive gains and losses from
noncurrent
Investment using the equity method
Cash dividends from the equity method
Acquisitions of Property, plant and equipment

Disposal of property, facility and equipment
Gain intangible assets
Decrease (increase) in refundable deposits
Net cash outflow by investing activities
Cash flow from financing activities
Increase in short-term payables

Increase (decrease) in short-term loans

Long-term loan repayment

Long-term borrowings repayment

Lease principal repayment

Cash dividends

Treasury stock buyback cost

Net cash inflow from financing activities
Impact of exchange rate changes on cash and cash
equivalents
Increase (decrease) in current cash and cash
equivalents
cash and cash equivalents in the beginning of term
cash and cash equivalents in the end of term
(In Thousands of New Taiwan Dollars)
Note
January 1 to
December 31,2020
January 1 to
December 31,2019

$ 17,608
$ 22,319
(
56,749 )
(
13 )
(
6,503 )
(
2,239 )
- (
61,561 )
5,363
3,964
6(32)
(
1,347,423 ) (
2,045,277 )
7,180
12,242
(
3,287 ) (
9,304 )
1,080
357
(
1,382,731 ) (
2,079,512 )
6(33)
40,000
310,000
6(33)
841,081 (
201,708 )
6(33)
(
5,505,894 ) (
3,015,390 )
6(33)
5,532,505
4,797,178
6(33)
(
14,809 ) (
19,546 )
6(21)
(
509,913 ) (
892,348 )
6(19)
(
35,010 )
-
347,960
978,186
(
20,782 )
(
1,147 )
310,115
(
823,789 )
377,446
1,201,235
$ 687,561 $ 377,446

The accompanying notes are an integral part of the parent company only financial statements.

(Concluded)

191

Hota Industrial Manufacturing Company Limited Individual Financial Statement Notes 2020 and 2019 January 1 to December 31

(In Thousands of New Taiwan Dollars)

1. HISTORY OF THE COMPANY

Hota Industrial Manufacturing Company Limited (the “Company” ), a Republic of China (R.O.C.) corporation, was incorporated in January, 1973 and started to operate at the same time. The Company is a dedicated foundry in the manufacturing and selling gear wheels, shafts and various transmission parts like for automobile, motorbike, agricultural machinery, tooling machinery, etc.

In September 2001, the Company’s shares were listed on the Taiwan Stock Exchange (TWSE).

2. THE AUTHORIZATION OF FINANCIAL STATEMENTS

The accompanying parent company only financial statements were approved and authorized for issue by the Board of Directors on March 17, 2021.

3.APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL

REPORTING STANDARDS

(1 ) Application of the amendments to the IFRSs endorsed and issued into effect by the Financial Supervisory Commission (FSC)

Amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers for application starting from 2020 and the IFRSs issued by International Accounting Standards Board (IASB) and endorsed by the FSC with effective date starting 2020

New, Revised or Amended Standards and Interpretations
Amendment to IAS 1 and IAS 8, ‘Disclosure Initiative-Definition
of Material

Amendments to IFRS 3, ‘Definition of a business’
Amendments to IFRS 9, IAS 39 and IFRS 7, ‘Interest rate
benchmark reform’
Amendment to IAS 16” Provisions on the Accounting Treatment
of the COVID-19 Pandemic-related Rental Concession”
2020(Note)
Effective Date Issued
by IASB

January 1, 2020
January 1, 2020
January 1, 2020
June 1,

192

Note FSC allows to apply from January 1st , 2020 onwards.

The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’ assessment

(2 ) IFRSs issued by IASB but not yet endorsed by the FSC

New standards, interpretations and amendments issued by IASB and applicable in 2021 but not yet included in the IFRSs as endorsed by the FSC are as follows

193

(3 New Standards, Interpretations and Amendments
Amendments to IFRS 4 “Temporary exemption from the extension
of International Financial Reporting Standard No. 9”
International Accounting
Standards Board
Amendments to IFRS 9, IAS 39, IFRS 7 and IFRS 16 “Interest
Rate January 1, 2021 Benchmark Reform - Phase 2”
January 1,2021
January 1, 2021
The above standards and interpretations have no significant impact to the Company’s financial
condition and financial performance based on the Company’ assessment

The IFRSs issued by IASB but not yet endorsed and issued into effect by the FSC
New Standards, Interpretations and Amendments International Accounting
Standards Board

New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:

Effective Date Issued Effective Date Issued Effective Date Issued
New, Revised or Amended Standards and Interpretations by IASB
Amendments to IFRS 3 “Reference to the Conceptual Framework” January 1, 2022
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of To be
Assets To be determined by IASB between an Investor and its determin
Associate or Joint Venture”
ed by

IASB
IFRS
17,
‘Insurance contracts’
January 1, 2023
Amendments
to
IFRS 17,
‘Insurance
contracts’
January 1, 2023
Amendments to IAS 1 “Classification of Liabilities as Current or Non January 1,
2023
Amendments to IFRS 1, ‘Disclosure of accounting policies” contracts’ January 1,
2023
Amendments to IFRS 8, ‘Definition of accounting estimates” contracts’ January 1,
2023
Amendments to IAS 16 “Property, Plant and Equipment – Proceeds January
1, 2022
Amendments
to
IAS
37

“Onerous
Contracts–Cost of Fulfilling a
January 1, 2022
2018-2020
periodical
annual improvements
January 1, 2022

194

The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’ assessment

4.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant accounting policies adopted in preparation of these consolidated financial statements are listed as below, which have been consistently applied during all reporting periods except other specific illustrations.

(1 ) Statement of compliance

The consolidated financial statements of the Company and subsidiaries have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports”

195

(2 ) Basis for preparation

  1. Excpet below key items, this individual financial statements have been prepared on the historical cost basis

  2. (1) The calculation of financial assets is through other comprehensive profit and loss calculation of fair value measurement.

(2) Determined welfare liabilities are recognized as the net amount of the present value of the definite welfare obligations after the deduction of retirement fund assets.

  1. The management has to make certain significant accounting estimates based on their professional judgment and decide the accounting policy according to the IFRSs as endorsed by the FSC. Any change in the assumption could result in a significant change in the financial statements. The management of the Bank and subsidiaries believes that the assumptions used in the consolidated statements are appropriate. For highly complicated matters, matters requiring high level of judgments, significant judgments that could have an impact on the consolidated financial statements and estimates and key sources of assumption uncertainty, please refer to Note 5 for further details.

(3 ) Foreign currency translations

Items included in the financial statements of each entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in New Taiwan Dollar

  • 1.Foreign currency transaction & balance

(1) Foreign currency transactions are converted into functional currency using the spot exchange rate on the transaction day or the measurement day, and the conversion difference resulting from such transactions is recognized as the current profit or loss.

(2) The balance of foreign currency assets & liabilities will be adjusted according to the spot exchange rate on the date of the asset liability balance sheet, and the conversion difference resulting from the adjustment shall be recognized as current profit and loss.

(3) The balance of foreign currency non-monetary assets & liabilities that is measured at fair value through other comprehensive gains and losses is evaluated and adjusted at the spot exchange rate on the reporting date. The conversion difference arising from the adjustment is recognized in other comprehensive gains and losses; The fair value measurement is based on the historical exchange rate on the initial transaction date.

(4) All currency exchange profits and losses are listed in “other profit and loss” in the income statement.

2.Conversion of foreign operating agencies

(1) Functional currency and expression currency are different from all group entities, associated enterprises & joint agreements, and their operating results and financial status are converted into expression currency as following:

A. The assets & liabilities expressed in each asset liability table are converted at the closing exchange rate on the asset liability table date;

B. The income & expenses expressed in each consolidated income statement are converted at the current average exchange rate;

C. All conversion differences resulting from the conversion are recognized as other consolidated profits and losses.

(2) When the foreign operating organization that is part of the disposition or sale is a subsidiary company, the accumulated exchange difference recognized as other comprehensive gains and losses will be re-attributed to non-controlling interests of the foreign operating organization. However, even if the Company still retains the partial rights and interests of the former subsidiary, it has lost the control of the foreign operating agency's subsidiary company, it will deal with the entire right and interest of the foreign

196

operating agency.

(4 ) The classification standards of current & non-current for assets and liabilities

  1. Assets that meet one of the following conditions are classified as current assets

  2. (1) Assets were expected to realize in normal business cycle

  3. (2) Assets were held on the purpose of transactio

197

(3) Assets expected to realize within 12 months after the reporting date.

(4) Cash and cash equivalents are included except those who are subject to restrictions on exchange or use to pay off debts at least 12 months after the date of the reporting date.

The Company classifies those not meeting above conditions to be non-current assets.

  • 2.Liabilities that meet 1one of the following conditions are classified as current liabilities

  • (1) Assets were expected to realize in normal business cycle

  • (2) Assets were held on the purpose of transaction

  • (3) Liabilities expected to realize within 12 months after the reporting date

(4) It is not possible to defer the repayment period without any condition at least 12 months after the date of the reporting date. Indebtedness clauses which may lead to liquidation by issuing equity instruments, depending on the choice of the trading counterparty, do not affect their classification.

The Company classifies those not meeting above conditions to be non-current liabilities.

(5 ) Cash equivalents

Cash equivalents refer to short-term and highly liquid investments that can be converted into fixed amount of cash at any time and the risk of value deviation is very small.

(6 ) Financial assets measured at fair value through profit and loss

  1. Refers to financial assets that are not measured at amortized cost or at fair value through other comprehensive gains and losses. Financial assets that are measured at amortized cost or at fair value through other comprehensive gains and losses. When the measurement can be eliminated or significantly reduced or the recognition is not consistent, the Group specifies at the time of initial recognition as measured at fair value through profit and loss of financial assets.

  2. The Company adopts trading day accounting for financial assets that are measured at fair value for the through gains and losses of transactions in compliance with customary transactions.

  3. The Company is initially measured at fair value, and related transaction costs are recognized in profit and loss. And then , its profit or loss is recognized at fair value.

  4. When the right to receive dividends is confirmed, the economic benefits related to the dividends are likely to flow in. And then the amount of dividends can be reliably measured, the Group recognizes dividend income in the profit and loss.

(7 ) The calculation of financial assets is through other comprehensive profit and loss calculation of

~~fair value measurement.~~

  1. Regarding the non-cancellable option at the time of initial recognition, the fair value change of the investment of equity tools not holding for trading is reported to other comprehensive gains and losses. Or at the same time, it meets the following investment conditions:

  2. (1) Holding the financial assets under the business model for the purpose of collecting

  3. contractual cash flow & selling.

  4. (2) Cash flow that the financial assets generate during the specific contract terms is entirely for the payment of the principal amount and for the circulation the interest and interest of the principal amount.

  5. The Company adopts trading day accounting for financial assets that are measured at fair value for the through gains and losses of transactions in compliance with customary transactions.

  6. The Company is initially measured at fair value, and related transaction costs are recognized in profit and loss. Then, its profit or loss is recognized at fair value.

  7. (1) Changes in the fair value of equity tools are recognized in other comprehensive profits and losses, and are recognized before they are to be delisted

198

Cumulative gains and losses listed in other comprehensive gains and losses or subsequent losses and losses cannot be reclassified to gains&losses, and transferred to retained earnings. When the right to receive dividends is confirmed, the economic benefits related to the dividends are likely to flow in, & the amount of dividends can be reliably measured, the company recognizes the dividend income in the profit and loss.

(2) Changes in the fair value of debt instruments are recognized in other comprehensive profit and loss, impairment losses, interest income and foreign currency exchange gains and losses before delisting are recognized in profit and loss. And when delisting, accumulated gains or losses previously recognized in other comprehensive profit and loss would re-classify as profit and loss instead of equity.

(8 ) Financial assets at amortized cost

  1. Refers to those who meet the following conditions at the same time:

(1) Holding the financial asset under the operating model for the purpose of obtaining the total cash flow from the contract.

(2) Cash flow that the financial assets generate during the specific contract terms is entirely for the payment of the principal amount and for the circulation the interest and interest of the principal amount.

  1. The company adopts trade-day accounting for financial assets that comply with transaction conventions which are measured at amortized cost after sale.

  2. At the time of initial recognition, the company calculates the transaction as a cost measurement based on its fair value, and subsequently adopts the effective interest method to recognize the interest income during the circulation period according to the amortization procedure and recognition of the impairment loss. In addition, when listing, the profit or loss is recognized in profit and loss.

  3. The company holds fixed deposits that do not meet the cash equivalents. Due to the short holding period, the effect of discounting is not significant, and it is measured by the amount of investment.

(9 ) Accounts Receivable & Invoices

  1. Refers to the accounts & invoices that have been unconditionally received in exchange for the right to the value of the transfer of goods or services in accordance with the contract.

  2. Short-term accounts receivable & notes that are interests unpaid, which the discount has little impact. The Company uses the original invoice amount to measure the amount.

  3. The business model of the company's expected sale of accounts receivable is to collect contractual cash flow & sell, and then to be measured at fair value, and changes are recognized as other comprehensive profits and losses.

(10) Financial asset impairment

On every day of the balance sheet of assets, the company invests in debt instruments measured at fair value through other comprehensive gains and losses & receivables from financial assets measured at amortized cost and part of the account that contains major financial affairs. After considering all reasonable and corroborative information (including forward-looking information), for those whose credit risk has not increased significantly since the initial recognition, the amount of loss will be adjusted against the expected credit loss for 12 months. For those whose credit risk has increased significantly since the initial recognition, the credit loss balance shall be adjusted against the loss based on the expected credit loss amount during the duration. Regarding accounts receivable or contract assets that do not include major components in financial statements, the balance of losses is offset against the amount of expected credit losses during the duration.

199

(11) Derecognition of financial assets

The Company derecognizes a financial asset only when situation happens as follow:

  1. The contractual rights to the cash flows from the financial asset expire.

  2. The contractual rights to the cash flows from the financial asset have been transferred and all the risks and rewards of the financial asset ownership have been removed.

  3. The contractual rights to the cash flows from the financial asset have been transferred and the Company doesn’t reserve the control of the financial asset.

(12) Lease transaction of the Company as a Lessor, Lease account receivable / Operating lease

  • Rental income from operating lease excluding any incentive given to the lessee, is recognized on a straight-line basis over the term of the lease.

(13) Inventory

Inventories are recognized at the lower of cost or net realizable value where cost is calculated by the weighted average method. The costs of finish goods and work-in-process include raw material, direct labor, other direct costs, and manufacturing cost related to production apportioned according to normal production capacity, except the cost of financing. When comparing the cost and the net realizable value is lower, the item-by-item comparison method is adopted. The net realizable value of the inventory is determined mainly based on the price estimated during the normal business process deduct cost assumptions of future demand and related variable sales expense.

(14) Investments Accounted for Using Equity Method / Subsidiary, Associates, and Joint venture

  1. Subsidiary refers to an entity under the command of the Company (include structural entity). When the Company is exposed to variable remuneration from the entity’s participation or has rights to such variable remuneration, and when it has the ability to influence the remuneration through the power of the entity, the Company controls the entity.

  2. The unrealized gains and losses arising from transactions between the Company and its subsidiaries have been eliminated. The accounting policies of the subsidiaries have been adjusted as necessary and are consistent with the policies adopted by the Company.

  3. The company recognizes the amount of profit and loss obtained by the subsidiary as the current profit and loss, and the amount of other comprehensive income after the acquisition is recognized as other comprehensive income. If the company recognizes the loss of a subsidiary is equal to or exceeds the equity in the subsidiary, the Company continues to recognize the loss based on the shareholding ratio.

  4. If the change in the shareholding of the subsidiary company does not lead to loss control (transaction with non-controlling power), it will be treated as an equity transaction, which means that it will be regarded as a transaction with the owner. The difference between the adjusted amount of non-controlling interests and the fair value of the consideration paid or received is directly connected and recognized as equity.

  5. An associate is an entity over which the Company has significant influence and that is not a subsidiary. Usually, the Company owns directly or indirectly over 20% of the voting right. Under the equity method, an investment in an associate is initially recognized at its cost of acquisition.

  6. The Company recognizes the share of income after acquisition as income of current period, and the share of other comprehensive income after acquisition as other comprehensive income. The share of loss of any associate has equal or exceed the Company’s equity including any other unsecured receivables, the Company shall not recognize any further loss, except statutory obligation, presumptive obligation, or payables for the associate.

  7. Equity changes against non-income or other comprehensive income without influence on the shareholding percentage of the associate, the Company shall recognize the share of equity changes as capital reserve.

  8. The unrealized gain/loss of the transaction between the Company and the association has been eliminated by the adjustment to the share of its equity except clear evidence indicates the assets transferred have been impaired. The accounting policies of the association have been adjusted

200

for sure and consistent with that of the Company.

  1. When the Company subscribes to additional shares in an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Company’s proportionate interest in the net value of the associate. The Company records such a difference as an adjustment to investments with the corresponding amount charged or credited to “Capital reserve” and “Investments Accounted for Using Equity Method.” If the Company’s investment percentage is reduced due to the additional subscription to the shares of associate by other investors, the proportionate amount of the gains or losses previously recognized in other comprehensive income related to that associate shall be reclassified to profit or loss on the same basis.

  2. In accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers", the current profit and loss and other comprehensive income of the individual financial report shall be the same as the current profit and loss and other comprehensive income in the financial report prepared on a consolidated basis attributable to the owners of the parent company. The reported owner’s equity shall be the same as the equity attributable to the owner of the parent company in the financial report prepared on the basis of the merger.

(15) Property, Plant and Equipment

  1. Property, Plant and Equipment are accounted on the basis of acquisition cost, and the relevant interest during the acquisition and construction period is capitalized.

  2. Subsequent costs are accounted in the book amount of the asset or recognized as a separate asset only when the future economic benefits related to the item are likely to flow into the Company and the cost of the item can be reliably measured. The book amount of the replacement shall be delisted. All other maintenance costs are recognized as current profit and loss when incurred.

  3. Property, plant, and equipment are measured at the cost model. Except for land without depreciation, other depreciation is calculated on a straight-line basis based on the estimated useful lives. If the Property, Plant, and Equipment components are significant, their depreciation shall be separately enlisted.

  4. The Company reviews the residual value, estimated useful lives, and depreciation method of each asset at the end of the fiscal year. If the expectation of the residual value or the estimated useful lives is different from the previous estimation, or the expected consumption pattern for the future benefits contained in the asset changes significantly, it shall be handled on the date incurred in accordance with International Accounting Standard No. 8, "Accounting Policies, Changes in Accounting Estimates and Errors".

Estimated Useful Lives of Assets are listed below:

Buildings and Construction 5 ~ 50 years (including ancillary works) Mechanical equipment 3 ~ 26 years Transportation equipment 3 ~ 16 years Utility equipment 10 ~ 16 years Other equipment 2 ~ 25 years

(16) Lease transaction as a Lessee - Right-of-use Assets / Lease Liabilities

  1. The Company recognizes right-of-use assets and lease liabilities for all leases at the commencement date of the lease properties. Payments of lease contracts for short-term leases (leases of machinery and equipment and others) and low value assets leases are recognized as expenses on a straight-line basis during the lease period.

  2. Lease liabilities are measured at the present value of the unpaid lease payments discounted by the

201

lessee’s incremental borrowing rates at the commencement date of the lease. Lease payments include:

Fixed payments, deduct collectable lease incentives.

Thereafter, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease period. When the lease period or lease payment changes due to non-contract modification, the Company re-measures the lease liabilities with a corresponding adjustment to the right-of-use assets.

  1. Right-of-use assets are measured at cost on the commencement date of the lease, where the cost including:

  2. (1) The initial measurement of lease liabilities;

  3. (2) Any lease payment at or before the commencement date;

  4. (3) Any initial direct cost happened on the asset.

Subsequent measurement is calculated as cost less accumulated depreciation against whether the estimated useful lives of assets or the lease terms is earlier. When the lease liabilities was remeasured, right-of-use assets are adjusted by the remeasurement of the lease liabilities.

  1. For lease modifications that reduce the range of the lease, the lessee will reduce the book value of the right-of-use asset to reflect the partial or full termination of the lease, and the difference between it and the remeasured amount of the lease liability is recognized in profit or loss.

(17) Intangible Assets

  1. Computer software

  2. Computer software is recognized at the cost and straight-line amortized according to its estimated useful life of 1 to 3 years.

  3. Intangible assets, such as Royalties for technology transfer, are straight-line amortized on their estimated useful life of 1 year.

(18) Impairment of non-financial assets

The Company estimates the recoverable amount of assets that show signs of impairment on the date of the balance sheet. When the recoverable amount is lower than its book value, the impairment loss is recognized. Recoverable amount refers to the higher value of an asset at fair value minus the cost of disposal or its value use. When there is none or reduction of impairment in the assets recognized in the previous year, the impairment loss shall be reversed, but the book value increment of the asset by the reverse of the impairment loss shall not exceed the book value of the asset which was assumed no impairment and was deducted depreciation or amortization.

(19) Loan

Loan refers to long-term and short-term loans borrowed from banks. The Company measures its fair value minus transaction costs at initial recognition. Subsequently, for any difference between the price after deducting transaction costs and the redemption value, the interest expenses during the circulation period use the effective interest method to recognize profit and loss in the amortization procedure.

(20) Account Payable and Note Payable

  1. Note payable refers to debts arising from the purchase of raw materials, commodities or labor services on credit and arising from business or non-business factors.

  2. Due to the discount has little effect, short-term accounts payables and note payables that interest unpaid, the Company uses the initial invoice amount to measure.

202

(21) Derecognition of Financial Liabilities

When the contractual obligations are fulfilled, canceled, or expired, the Company will derecognize the financial liabilities.

(22) Employee Benefits

  1. Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid as an expense in exchange for service rendered by employees.

  1. Retirement benefits

  2. (1) Defined contribution plans

For defined contribution plans, the amount of the retirement fund on the basis of employee’s responsibilities is recognized as the cost of the benefit plan of the current period.

  • (2) Defined benefit plans

  • A. The net benefit liabilities under the defined benefit plan are calculated by discounting the number of future benefits the employee earned now or in the past, and the present value of defined benefit liabilities on the date of the balance sheet deduct the fair value of the beneficial asset. The net benefit liabilities are determined by the actuary's calculations every year using the Projected Unit Credit Method. The discount rate refers to the market rate of return of government bonds (on the balance sheet date).

  • B. Remeasurement from the defined benefit plan is recognized in other comprehensive income of the current period, and reflected in retained earnings.

  • (3) Remuneration of employees, directors and supervisors

Remuneration of employees, directors and supervisors are recognized as expenses and liabilities when there are legal or expected obligations and the amount can be reasonably estimated. If there is a discrepancy between the actual and estimated allotment and the subsequent resolution of the shareholders' meeting, it shall be dealt with the Changes in Accounting Estimates.

(23) Share based payment

The share based payment agreement for equity delivery refers to the employee services obtained by measuring the fair value of the equity instruments given on the grant date, which is recognized as remuneration costs during the vested period, and the equity is relatively adjusted.

The fair value of equity instruments should reflect the effects of both acquired and non-vested conditions on the market price.

The recognized remuneration cost is adjusted in accordance with the expected amount of rewards that meet the service conditions and the non-market price vested conditions until the final recognized amount is recognized by the vested amount on the vesting date.

(24) Income Tax

203

  1. Income taxes include current and deferred income taxes. Except for the income tax items included in other comprehensive income or equity, which are separately listed in other comprehensive income or directly listed in the Equity, the income tax is recognized in the income.

  2. The Company calculates the current income tax based on the tax rate that has been legislated on the balance sheet date of the country where it operates and generates taxable income. The management regularly evaluates the status of income tax declarations with respect to applicable income tax regulations and, where applicable, estimates the income tax liabilities based on the expected taxes to be paid to the taxation authority. Income tax of retained earnings is levied in accordance with the Income Tax Act. In the next year after the subsequent earnings are generated, after the shareholders' meeting ratified the earning distribution proposal, the distribution of actual earnings will be confirmed and the retained earnings income tax expenses will be recognized.

  3. Deferred income tax adopts the balance sheet method, and recognizes the temporary difference between the tax base of assets and liabilities and their book amounts in the consolidated balance sheet. Deferred income tax liabilities arising from the goodwill originally recognized are not recognized. If the deferred income tax originates from the original recognition of assets or liabilities in the transaction and does not affect accounting profits or accounting at the time of the transaction. Tax income (taxable loss) is not recognized. If the temporary difference caused by investing in a subsidiary company, the Company can control the timing of the reversion of the temporary difference, and the temporary difference will not be recognized if it is likely that it will not revert in the foreseeable future. Deferred income tax adopts the tax rate (and Tax Acts) that has been enacted on the balance sheet date and is expected to apply when the relevant deferred income tax asset is realized or the deferred income tax liability is settled.

  4. Deferred tax assets are recognized within the scope where temporary differences are likely to be used to offset future taxable income, and unrecognized and recognized deferred tax assets are reassessed on each balance sheet date.

  5. When there is a legal enforcement right to offset the recognized current income tax assets and liabilities, and there is an intention to pay off on a net basis or to realize assets and liabilities at the same time, the current income tax assets and current income tax liabilities are mutually exclusive. When there is statutory enforcement power to offset the current income tax assets and current income tax liabilities, and the deferred income tax assets and liabilities are generated by the same taxpayer taxed by the same tax authority, or by different taxpayers but each entity intends to The deferred income tax assets and liabilities are offset against each other when the net basis is settled or the assets and liabilities are realized at the same time.

(25) Shares

  1. Common shares are classified as Equity. The net amount directly attributable to the increase in the issuance of new shares or stock options after deduction of taxes is listed as a price reduction in Equity.

  2. When the Company buys back the outstanding shares, the payment of consideration including any increase costs directly attributed and excluding tax, is recognized as a deduction of Equity. When the purchased shares are reissued afterward, the payment of consideration received will deduct any increase costs directly attributed and income tax influence, the difference against the book value of the shares will be recognized as an adjustment to Equity.

(26) Dividend distribution

Dividend to the shareholders of the Company is based on the resolution of the shareholders’ meeting of the company and recognized in the financial statements. Cash dividends are recognized as Liability; Stock dividends are recognized as Stock dividends to be distribute, and will be transferred to common shares on the base date for the issuance of new shares.

(27) Revenue recognition

The Company manufactures and sells gear wheels, shafts, and various transmission components products. Revenue is the fair value of the received or receivable for the sales of goods to customers

204

outside the Company in normal business activities, expressed in deducting sales tax, sales returns, quantity discounts, and discounts. Revenue is recognized when the control power of the product is transferred to the customer, which means when the product is delivered to the customer and the Company has no uncompleted contractual obligations that may affect the customer's acceptance of the product. When the control of the product has been transferred to the customer, the Company neither continues to participate in the management of the product nor maintains effective control over the product, and the customer accepts the product according to the sales contract, and there is objective evidence showing that all acceptance terms have been met, the delivery of the product assures.

(28) Government Grant

The Government Grant can be reasonably assured that an enterprise will comply with the conditions imposed, and it will be recognized at its fair value. If the nature of the Government Grant is to compensate for the Company's expenses, it will be recognized as the current profit and loss on the basis of the system during the occurrence of the related expenses. Government Grant related to real estate, housing, and equipment is recognized as non-current liabilities and as current profits and losses based on the estimated useful life of the relevant assets using the straight-line method.

V. Main sources of major accounting judgments, assumptions, and uncertainty of estimations.

When the Company prepared this consolidated financial report, the management has used its judgment to determine the accounting policy and made accounting estimations and assumptions based on reasonable expectations of future events on the circumstances at the balance sheet date. The major accounting judgments and assumptions may be different from the actual results and will be continuously evaluated and adjusted from historical experience and other factors. These estimations and assumptions have the risk that the book value of assets and liabilities will be adjusted significantly in the next fiscal year.

Please follow explanations on major accounting judgments, assumptions, and uncertainty of estimations:

(1) Major Judgments on Accounting Policy

  1. Financial assets, impairment on equity investment

  2. According to International Financial Reporting Standards (IFRS) No. 9, the Company requires a major judgment to determine whether an individual financial asset as equity investment impairs. When taking the judgment, the Company assessed whether the fair value of individual equity investment is lower than its cost, based on the consideration of the financial health and the short-term business prospects of the investee, including the factors of the industry performance, technical changes, operating performance, and financing cash flow.

  3. Financial assets, impairment on Account Receivable

  4. According to International Financial Reporting Standards (IFRS) No. 9, the Company requires a major judgment to determine whether an individual financial asset as Account Receivable impairs. The Company assesses the recoverability of Accounts receivable of the individual customer and the estimated amount of impairment, including the factors of financing capability, repayment conditions, and debt negotiation.

(2) Major Accounting estimates and assumptions

Since inventory is priced at the lower of cost and net realizable value, the Company should use judgment and estimation to determine the inventory net realizable value on the balance sheet date. Because technology evolves fast, the Company assesses the amount of inventory on the balance sheet due to normal loss, obsolescence, or no-market sales value, and reduces the inventory cost to the net realizable value. This inventory evaluation is mainly based on the product demand in a specific period in the future as the estimation basis, so significant adjustments may occur.

The Company’s book value of inventory is NT 1,676,038 thousands on December 31, 2020.

205

VI. Description of important accounting items

(1) Cash and Cash equivalents

Dec. 31, 2020 Dec. 31, 2019
Cash on hand and working capital 290 270
Demand Deposit 253,061 173,640
Foreign Currency Deposit 434,210 203,536
Total 687,561 377,446
  1. The Company maintains good credit quality with financial institutions and interacts with many financial institutions to disperse credit risks. The possibility of defaults is expected to be very low.

  2. The Company has not provided cash or cash equivalents as pledges

(2) Fair Value Through Other Comprehensive Income (FVTOCI) Financial Assets

Item
Current item:
Equity Instruments
Listed company stocks
Evaluation adjusted
Total
Non-Current item:
Equity Instruments
Non-listed company stocks
Evaluation adjusted
Total
Dec. 31, 2020
82,997
(6,958)
Dec. 31, 2019
85,439
(24,147)
76,039
77,583
(19,933)
61,292
81,199
(6,707)
57,650 74,492
  1. The Company chose to classify the equity of strategic investments as financial assets measured at Fair Value Through Other Comprehensive Income (FVTOCI). The fair values of these investments as of December 31, 2020, and 2019 were NT 133,689 thousand and NT 135,784 thousand respectively.

  2. The details of FVTOCI financial assets recognized in income and comprehensive income are listed below:

FVTOCI Equity Instruments
FVTOCI recognition adjusted
Year 2020
9,009
Year 2019

(11,526)
  1. Regardless of the collateral held or other credit enhancements, the maximum amount of credit risk exposure of the Company outstanding FVTOCI financial assets on December 31, 2020, and 2019 were NT 133,689 thousand and NT 135,784 thousand respectively.

  2. Risk and Fair Value information of the FVTOCI financial assets, please refer to notes 12 (2)

206

and (3) for details.

  • (3) Amortized cost of financial assets
Item
Current item:
Time Deposits (over 3 months)
Restricted deposit
Total
Dec. 31, 2020
617
56,738
NT thousand dollars
Dec. 31, 2019
606
-
57,355 606
  1. Regardless of the collateral held or other credit enhancements, the maximum amount of credit risk exposure of the Company's outstanding Amortized cost financial assets on December 31, 2020, and 2019 were NT 57,355 thousand and NT 606 thousand respectively.

  2. The Company provides time deposits as pledge guarantees, please refer to Note 8 for details.

(4) Account receivable and Note Receivable

Note Receivable(NR)
Account Receivable(AR)
Less:Allowance
Dec. 31, 2020
..
9,842
2,053,820
(12,486)
2,041,334

Dec. 31, 2019
581
2,171,133
(9,708)
2,161,425
  1. Aging schedule of Account receivable and Note receivable is listed below:
Not Overdue
Within 120 days
121-240 days
241-360 days
Over 361 days
Dec. 31, 2020 Dec. 31, 2019 Dec. 31, 2019
AR
1,856,081
150,940
25,708
14,063
7,028
NR
9,842
-
-
-
-
AR
1,790,432
95,217
219,012
51,701
14,771
NR
581
-
-
-
-
2,053,820 9,842 2,171,133 581

The above is an aging schedule based on the number of overdue days.

  1. As of December 31, 2020, December 31, 2019, and January 1, 2019, the balance of account receivable (including note receivable) between the Company and its customers was NT 2,063,662 thousand, NT 2,171,714 thousand, and 1,940,324 thousand respectively.

  2. The Company signed a non-recourse factoring contract with E.Sun Bank and O-Bank. As of

207

December 31, 2020, and 2019, the expected sale of accounts receivable (belonging to FVTOCI financial assets) was 727,869 thousand and 738,271 thousand respectively. On December 31, 2020, the valuation adjustment recognized in FVTOCI financial assets was 10,560 thousand; in addition, Accumulated Other comprehensive income reclassified to profits and losses was 9,048 thousand. For information about the transfer of financial assets, please refer to Note 6 (5).

  1. Regardless of the collateral held or other credit enhancements, the maximum amount of credit risk exposure of the Company's outstanding note receivable on December 31, 2020, and 2019 were NT 9,842 thousand and NT 581 thousand respectively; the maximum amount of credit risk exposure of the Company's outstanding account receivable on December 31, 2020, and 2019 were NT 2,053,820 thousand and NT 2,171,133 thousand respectively.

  2. For information on the credit risk information of Account receivable and bills, please refer to Note 12 (2).

(5) Transfer of Financial Assets

Delist all financial assets transferred.

  1. The Company signed an account receivable factoring contract with O-Bank in January 2018. According to the contract, when the Company sells account receivable to O-Bank, the bank prepays approximately 90% of AR to the Company, 10% remains will be paid to the Company until the bank collects all the AR. The Company waives the risk of uncollectible accounts receivable but bears the burden by commercial disputes. The Company neither provides collaterals nor any continuous participation in all AR transferred, so the Company has already delisted the accounts receivable sold.

  2. As of December 31, 2020, and 2019, the Company has delisted the AR, and the relevant information unexpired is as follows:

Dec. 31, 2020
financing objects
O-Bank
AR sold
178,478
Amount delisted Amount prepaid
Amount unpaid
Rate range
(%)

178,478
160,550
17,928
0.85~1.15
Dec. 31, 2019
financing objects
O-Bank
AR sold
328,513
Amount delisted Amount prepaid
Amount unpaid
Rate range
(%)

328,513
295,511
33,002
1.05~2.65

(6) Inventory

) Inventory
Raw Material
Work in Process
Finish Goods
Total
Raw Material
Work in Process
Finish Goods
Dec. 31, 2020
Cost Allowance for
price reduction
Book Value
393,470
733,801
622,969

(9,876)
383,594

(15,790)
718,011

(48,536)
574,433
1,750,240
(74,202)
1,676,038
Dec. 31, 2019
Cost Allowance for
price reduction
Book Value
469,991
729,822
593,541

(8,527)
461,464

(13,864)
715,958

(45,705)
547,836

208

Total
1,793,354
Inventory cost recognized by the Company as expenses in the current
period:
(68,096)
1,725,258
Year 2020
Year 2019
Cost of inventory sold
Allowances of loss for price decline and idle inventory
Income of the sale of scraps and obsoletes
Other
3,705,452
4,119,485
6,106
10,645
(42,070)
(55,078)
(87)
-
3,669,401
4,075,052

(Blank Below)

(7) Investments under Equity method

Subsidiaries:
Hezuan Investment
CAPTAIN HOLDING CO., LTD.
Wuxi Hota Precision Gear Co., Ltd.
Heying Precision Co., Ltd.
HOTATECH, INC.
Juda Intelligent Technology Co., Ltd.
Associations:
KAO FONG MACHINERY CO., LTD
TAIWAN PYROLYSIS &
ENERGY REGENERATION CORP.
TAKAWA SEIKI, INC.
LING WEI CO., Ltd.
Subtotal
Less: Accumulated Loss
Total
Dec. 31, 2020
Dec. 31, 2019
300,309
158,697
45,693
83,835
217,917
4,994
15,984
3,736
3,472
29,723

296,484

167,487

53,306

86,752

224,527

5,019

16,271
3,736

3,108

32,102
864,360
(3,736)
860,624

888,792

(3,736)

885,056

1. Subsidiary

For information about the Company’s subsidiary companies, please refer to Note 4 (3) of the consolidated financial report of the Company in the year 2020.

2. Associated companies

The book value of the Company’s non-significant Associations and the share of their business results for each of the companies is as follows:

On December 31, 2020, and 2019, the book values of the Company’s non-significant Associations are NT 49,179 thousand and 51,481 thousand respectively.

Continuing business unit's
current net profit (loss)
Other comprehensive income (net after tax)
Fiscal Year 2020
Fiscal Year 2019
504
2,898
7,014
(14,886)

209

7,518 (11,988)

Total comprehensive income for the current period

  • (1) The Company holds less than 20% of the shares of Kao Fong Machinery Co., Ltd., but because the Company has the ability to influence its financial and operational policies, it is classified as an Association of the Company.

  • (2) The Company's investment in Kao Fong Machinery Co., Ltd. has a public quote, and its fair value was NT 10,318 thousand and NT 10,150 thousand as of December 31, 2020, and 2019, respectively.

  • (3) The Company has assessed Taiwan Pyrolysis & Energy Regeneration Corp. has ceased business and has no actual operations. Therefore, the entire investment is listed as an impairment loss of NT 3,736 thousand.

(BLANK BELOW )

210

  1. The details of the share of the profits and losses of Associations and Joint ventures that adopt the equity method are as follows:

the equity method are as follows:
Subsidiary & Association Invested
Hezuan Investment
CAPTAIN HOLDING CO., LTD.
Wuxi Hota Precision Gear Co., Ltd.
Heying Precision Co., Ltd.
HOTATECH, INC.
Juda Intelligent Technology Co., Ltd.
KAO FONG MACHINERY CO., LTD
LING WEI CO., Ltd.
TAKAWA SEIKI, INC.
Total
Fiscal Year 2020
Fiscal Year 2019
(2,725)
(12,872)
(8,319)
(829)
(4,895)
(24)
(95)
62
537
(19,370)

(4,475)

(37,613)

(16,932)

6,146

31,378

27

(223)

3,049

72

(18,571)

The share of the profits and losses of the Subsidiaries and Associations recognized for the investment using the equity method is based on the evaluation of the financial statements of the investee companies that have been reviewed by the accountant during the same period.

(8) Real Estate, Plants and Equipment

Year 2020
Cost Balance, begin
Additions
Disposals
Transfers

Balance, End
Lands
Buildings
Machinery and Equipment
Other equipment
Projects uncomplete and
equipment to be inspected
Subtotal
Accumulated Depreciation
1,683,566
-
-
-
3,193,626
16,967
(900)
11,371
6,984,234
257,735
(102,358)
242,601
692,561
116,551
(144,805)
16,263
529,704
545,756
-
(55,454)

1,683,566

3,221,064

7,382,212

680,570

1,020,006
13,083,691
937,009
(248,063)
214,781
Balance, begin
Additions
Disposals
Transfers

13,987,418

Balance, End
Buildings
Machinery and Equipment
Other equipment
Subtotal
TOTAL
645,925
87,724
(450)
-
2,215,051
334,273
(98,121)
-
331,263
139,740
(144,805)
-

733,199

2,451,203

326,198
3,192,239
561,737
(243,376)
-
9,891,452

3,510,600
10,476,818

211

(BLANK BELOW )

212

Year 2019 Year 2019 Year 2019
Cost
Lands
Buildings
Machinery and
Equipment
Other equipment
Projects uncomplete
and
equipment to be
inspected
Subtotal
Accumulated
Depreciation
Balance, begin Additions
Disposals
Transfers

Balance,End
1,305,120
3,058,208
5,920,268
549,184
110,443
378,446
103,127
141,407
160,430
481,896
-
-
(45,761)
(25,876)
-
-
32,291
968,320
8,823
(62,635)

1,683,566

3,193,626

6,984,234

692,561

529,704
10,943,223 1,265,306 (71,637) 946,799 13,083,691
Buildings
Machinery and
Equipment
Other equipment
Subtotal
TOTAL
561,132
1,944,330
196,185
84,793
299,708
165,776
-
(33,809)
(25,876)
-
4,822
(4,822)

645,925

2,215,051
331,263
2,701,647
8,241,576
550,277 (59,685) -
3,192,239
9,891,452
  1. The major components of the buildings of the Company, including structure and elevators, are depreciated for 50 years and 6 years respectively.

  2. For information about real estate, plants, and equipment as collaterals, please refer to Note 8 in detail

  3. Capitalization amount of interest expense, and interest rate range for real estates, plants, and equipment

. ,
equipment
, ,
Capitalization Amount
Interest Rate Range
Fiscal Year 2020
Fiscal Year 2019
16,688
1.20%

9,057

1.31%

(9) Lease transaction as a Lessee

  1. The subject assets of the Company lease include land, buildings, official vehicles, etc. The lease period usually ranges from 1 to 38 years. A lease contract is an individual negotiation and contains a variety of different terms and conditions. Except that the leased assets cannot be used as collateral for loans, there are no other restrictions.

  2. The lease period of the photocopiers leased by the Company shall not exceed 12 months.

  3. The book values of the right-to-use assets and the depreciation expenses recognized information are as follows:

Book Value
Land
Buildings
Transportation equipment
Total
Depreciation
Land
Buildings
Transportation equipment
Total
Dec. 31, 2020
Dec. 31, 2019
249,443
259,918
7,655
24,025
-
338
257,098
284,281
Fiscal Year 2020
Fiscal Year 2019
6,953
7,025
5,594
10,221
4,055
4,317
16,602
21,563

213

  1. The increase in the right-to-use assets of the Company in the year 2020 was NT 3,717 thousand.

  2. Information about the profit and loss for the lease contracts are as follows:

Items affecting current profit and loss
Interest expense on lease liability
Expenses for short-term lease contracts
Lease modification benefits
Year 2020
Year 2019
4,225
4,609
3,835
719
276
-
  1. The total lease cash outflows of the Company in 2020 and 2019 were NT 22,869 thousand and 24,155 thousand respectively.

  2. (10)Lease transaction as a Lessor

  3. The subject assets leased by the Company include buildings, machinery, and equipment. The lease contract period usually ranges from 3 to 20 years. The lease contract is based on a separate agreement and contains various terms and conditions.

  4. The benefits of the Company based on the business leases recognized in the year 2020 and 2019 are as follows:


are as follows:
Rental income
Rental income recognized as variable lease payments
Year 2020
Year 2019
6,767
7,638
1,281
1,053
  1. The analysis of the expiry date of payment of the Company's operating lease is as follows:
Duration Dec. 31, 2020
7,569
3,438
341
50
50
50
550
12,048
Duration Dec. 31, 2019
Year 2020
Year 2021
Year 2022
Year 2023
Year 2024
Year 2025
After Year 2026
Total
Year 2019
Year 2020
Year 2021
Year 2022
Year 2023
Year 2024
After Year 2025
Total
9,396
7,569
3,438
341
50
50
600
21,444

214

(11) Other non-current assets

11) Other non-current assets
Dec. 31, 2020 Dec. 31, 2019
Prepayment for equipment 450,755 373,272
Refundable deposits 6,604 7,684
Other non-current assets 88,059 85,043
Total 545,418 465,999

The Company acquired land number #1088, Guang zheng Section, Dali District, Taichung City, with a book value of NT 87,818 thousand. The land is adjacent to the industrial zone, and because it is agricultural land that cannot be transferred to the Company to be the owner temporarily. The company retains the original certificate of the land ownership and has a trust agreement with the nominal owner. The two parties have agreed before the ownership registration, the nominal owner shall not transfer the ownership to any third party nor set up any mortgage.

(12) Short-term Loan

(12) Short-term Loan
Propertyof Loan Dec. 31,2020
Rate range
Collaterals
Bank Loan
Secured Loan
Credit Loan
Total
Propertyof Loan
134,464
0.85%~0.92%
Land, Buildings, machinery and
equipment
1,715,906
0.68%~1.25%
1,850,370
Dec. 31,2019
Rate range
Collaterals
Bank Loan
Secured Loan
Credit Loan
Total
100,000
0.92%
Land, Buildings
900,753
0.85%~1.18%
1,000,753

(13) Short-term notes & bills payable

Bills finance company Dec. 31, 2020
Rate of issuance
Collaterals
E.Sun Bills
Mega Bills
China Bills
Total
Bills finance company
300,000
1.39%
Note
100,000
0.92%
-
200,000
0.92%
-
600,000
Dec. 31, 2019
Rate of issuance
Collaterals
E.Sun Bills
Mega Bills
China Bills
China Bills
Total
300,000
1.52%
Note
100,000
0.92%
-
100,000
0.92%
-
60,000
0.92%
-
560,000

Note E.Sun Bills credit line is the combined credit line from the Syndicated Loans of E.Sun Bank. The combined book value is NT 300,000 thousand.

215

(14) Other Payables

Payables
Salary Payable
Remuneration payable to directors
Equipment payment payable
Other payable
Total
Dec. 31, 2020
84,421
3,521
90,079
257,013
435,034

Dec. 31, 2019

107,388

9,549

205,324

240,032

562,293

(15) Long-term Loan

5) Long-term Loan 5) Long-term Loan
Unit: NT thousand dollars
Loan type
Loan period and
repayment method
Interest rate
range
Collateral
Dec. 31,
2020
Syndicated
secured Loans –
E.Sun Bank
Since July 15, 2016, every
6 months, repayment in
installments until July 22,
2022
1.79%
Plants, office
buildings and
machinery
equipment
1,333,704
Secured Loan
Sequentially due before
May, 2039.
Repayments in
installments.
0.00%~1.50%
Land, machinery
and equipment
2,673,254
Credit Loan
Sequentially due before
Jul. 18, 2026.
Repayments in
installments.
0.10%~1.21%
-
2,382,070
Subtotal
6,389,028
Less: Long-term loans due within one year or one operating cycle
(listed other current liabilities)
(1,997,512)
Less: Government grant discount
(46,789)
Total
4,344,727
Unit: NT thousand dollars
Loan type
Loan period and
repayment method
Interest rate
range
Collateral
Dec. 31,
2019
1,333,704
2,673,254
2,382,070
6,389,028
(1,997,512)
(46,789)
4,344,727
Syndicated
secured Loans –
E.Sun Bank
Since July 15, 2016, every
6 months, repayment in
installments until July 22,
2022
1.79%
Plants, office
buildings and
machinery
equipment
Secured Loan
Sequentially due before
May, 2038.
Repayments in
installments.
0.1%~1.59%
Land, buildings,
machinery
equipment
Credit Loan
Sequentially due before
May, 2022.
Repayments in
installments.
0.10%~1.47%
-
Subtotal
Less: Long-term loans due within one year or one operating cycle
(listed other current liabilities)
Total
1,028,000
2,791,199
2,543,218
6,362,417
(1,475,209)
4,887,208

216

  1. On June 4, 2019, the Company signed a Syndication Loan Contract with a group of banks formed by E.Sun Bank and Taiwan Land Bank, etc., with a total credit line of NT 1,000, 000 thousand, and E.Sun Bank as the managing bank, for repay loans to financial institutions and to enrich midterm working capital. As of December 31, 2020, the allocated amount was NT 500,000 thousand, and the undrawn amount was NT 500,000 thousand.

217

  1. On May 3, 2016, the Company signed a Syndication Loan Contract with a group of banks formed by E.Sun Bank and Taiwan Land Bank, etc., with a total credit line of NT 3,000, 000 thousand, and E.Sun Bank as the managing bank, for repay loans to financial institutions and to enrich midterm working capital. As of December 31, 2020, the allocated amount was NT 1,133,704 thousand, and the undrawn amount was NT 810,000 thousand.

In addition to other relevant regulations, the above-mentioned syndication loan contract includes the following restrictions: during the credit period, the following financial ratios shall be maintained, and be reexamined in the financial statements verified by the accountant every six months.

  • (1) The current ratio [current assets/(current liabilities minus the one-year maturity amount of the credit line)] shall keep at 100% (inclusive) or more.

  • (2) The Liabilities ratio (Liabilities/tangible assets net value) shall keep below 220% (inclusive) in 2013 and 2014, and below 200% (inclusive) after 2015 (inclusive).

  • (3) The minimum net value of tangible assets shall keep at more than NT 4 billion.

  • During the credit period and the provisions of the syndication loan contract, the company must follow specific financial ratios at the end of the year and half of the year, such as the current ratio, debt to equity ratio, and interest protection multiple requirements. As of December 31, 2020, the Company has not violated the above restrictions.

(16) Government Grant

The Company obtained government preferential interest rate loans from Taiwan Business Bank, First Bank, and Taiwan Cooperative Bank of the "Action Plan for Welcoming Overseas Taiwanese Businesses to Return to Invest in Taiwan". As of December 31, 2020, the total amount was NT 2,399,600 thousand is used for operating turnover, purchasing machinery and equipment, and building factories. The loan will be repaid from August 2021 to November 2030. Based on the market interest rate at the time of 1.40%~ 1.50%, the total fair value of the borrowing is estimated to be NT 1,536,072 thousand, and the difference between the amount obtained and the fair value of the borrowing is NT 46,789 thousand, which is regarded as a government lowinterest grant and recognized as Deferred income (listed in the table "Other non-current liabilities"). The deferred income that exceeds the paid-in period shall be transferred to other income in a straight line method.

(17) Pension

1.

  • (1)The Company and its domestic subsidiaries have established Defined benefit retirement measures in accordance with the provisions of the "Labor Standards Act", which are applicable to service years of all regular employees before the implementation of the "Labor Pension Regulations" on July 1, 2005, and the follow-up service years of employees who choose to comply the Labor Standards Act after the implementation of the "Labor Pension Regulations". For employees who meet the retirement conditions, the pension payment is calculated based on the length of service and the average salary of the 6 months before retirement. Two bases are given for each year of service within 15 years (inclusive), and one base is given for each year of service over 15 years, but the cumulative maximum is limited to 45 bases. The Company allocates 2% of the total salary per month as the retirement fund, which is deposited in Bank of Taiwan by a special account named the Labor Pension Fund Supervisory Committee.

218

In addition, the Company should calculate the amount of pensions for those who meet the statutory retirement conditions in the next year before the end of each year and make a provision for the difference before the end of March of the following year.

(2)The amounts recognized on the balance sheet are as follows:

The present value of net defined benefit obligations
Fair value of project assets
Net defined benefit liabilities
NT thousand dollars
Dec. 31, 2020
Dec. 31, 2019
NT thousand dollars
Dec. 31, 2020
Dec. 31, 2019
187,305
(108,267)
79,038
212,024
(122,938)
89,086

(3)The changes to the present value of Defined Benefits are as follows:

Year 2020
Balance on Jan. 1
Current Service Cost
Interest Expense (Income)
Subtotal
Remeasurement:
planned asset earning
(Exclude money in interest
income or expenses)
Changes by Demographic
assumptions Impact
Changes by Financial
assumptions impact
Changes by Plan reduction
Adjustment by Experience
Subtotal
Provision to the Pension fund
Pension payment
Balance on Dec. 31
Present value of Defined
benefit Liabilities
212,024
1,063
1,327
214,414
-
-
5,178
(155)
(3,086)
1,937
(29,046)
187,305
Fair value of project assets

(122,938)

-

(776)

(123,714)

(3,955)

-

-

-

-

(3,955)
(9,644)

29,046

(108,267)

Net defined benefit
liabilities

89,086

1,063

551

90,700

(3,955)

-

5,178

(155)

(3,086)

(2,018)

(9,644)

79,038

219

Year 2019
Balance on Jan. 1
Current Service Cost
Interest Expense (Income)
Subtotal
Remeasurement:
planned asset earning
(Exclude money in interest
income or expenses)
Changes by Demographic
assumptions Impact
Changes by Financial
assumptions impact
Adjustment by Experience
Subtotal
Provision to the Pension fund
Pension payment
Balance on Dec. 31
Present value of Defined
benefit Liabilities
231,109
2,455
1,686
235,250
-
27
1,637
(20,750)
(19,086)
(4,140)
Fair value ofproject assets

(107,309)

-

(820)

(108,129)

(4,019)

-

-
-
(4,019)
(14,930)

4,140

Net defined benefit
liabilities

123,800

2,455
866
127,121

(4,019)

27

1,637

(20,750)
(23,105)

(14,930)
212,024
(122,938)

89,086
  • (4) The assets of the Company's defined benefit pension fund are items within the scope and amount of entrusted business projects stipulated by the Bank of Taiwan in accordance with Article 6 of the "Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund". The annual investment plan of the fund (that is, deposits in domestic and overseas financial institutions, investment in domestic and overseas listings, over-the-counter or private equity securities, investment in domestic and overseas real estate securitization products, etc.) to handle entrusted business, and related operation are supervised by the Pension Fund Supervision Committee. When using the fund, the minimum income of its annual final accounting distribution shall not be lower than the income calculated based on the two-year time deposit interest rate of local banks in Taiwan. If it is insufficient, it shall be supplemented by the State Treasury after approval by the competent authority. As of December 31, 2020, and 2019, the fair value of the fund’s total assets, please refer to the report published by the Government on the annual use of labor pension funds.

  • (5) The summary of the actuarial assumptions regarding pension payments is as follows:

Discount Rate
Future salary increase rate
Year 2020
0.30%
3.00%
Year 2019
0.65%
3.00%

The hypothesis of the future mortality rate is based on the fifth empirical life chart of the Taiwan Life Insurance.

(BLANK BELOW )

220

The analysis of the defined benefit plan affected by changes in the main actuarial assumptions adopted is as follows:

Impact on the present value
of Defined Benefit Liabilities
Dec. 31, 2020
Dec. 31, 2019
Discount Rate
-0.25%
3,861
4,197
Future salary increase
rate
Future salary increase
rate
+0.25%
(3,722)
(4,047)
+0.25%
3,749
4,089
-0.25%
(3,635)
(3,966)

The above sensitivity analysis is based on the analysis of the impact of a single hypothesis change while other assumptions remain unchanged. In practice, many changes in assumptions may be relevant. The sensitivity analysis system is consistent with the calculation method of the net pension liabilities of assets and liabilities.

  • (5) The Company's estimated payment for the retirement plan in the year 2021 is NT 7,693 thousand.

  • (6) As of December 31, 2020, the weighted average duration of the retirement plan was 8 years. An analysis of the grant date of the retirement payment is as follows:


of the grant date of the retirement

payment is as follows:
The Grant date due
Less than 1 year
1~2 years
2~5 years
More than 5 years
Total
Retirement Payment Due
12,815
22,295
55,975
100,245
191,330

2.

  • (1) Since July 1, 2005, the Company and its domestic subsidiaries have established a defined contribution plan procedures in accordance with the "Labor Pension Act", which are applicable to domestic employees. The Company applies the labor retirement pension system stipulated by the "Labor Pension Act" for employees' choice, with a monthly contribution of 6% of the salary to the employee's personal account of The Bureau of Labor Insurance, and the payment depends on the employee's personal pension. The amount of the special account and accumulated income is received in the form of a monthly pension or a lump-sum pension.

  • (2) In the year 2020 and 2019, the company recognized the cost of retirement payment according to the above-mentioned method are NT 28,682 thousand and NT 31,739 thousand respectively.

(18 ) Share-Based Payments

  1. The Company’s share-based payments of 2020 are as follows:

Types of Agreements Grant Date Grant Amount Contract Period Vesting Conditions

Cash capital increase to

retain employee subscription December 15, 2020 1,393 units NA Immediately vested

  1. The Group used the stock closing market prices as fair value measurement for the transaction of share-based payments at the grant date. The relevant information are as follows:

Expected Expected Expected Risk-free Per Unit

Types of Agreements Grant Date Stock Value Strike Price Volatility Duration Dividend Interest Rate Fair

221

value

Cash capital increase to retain employee subscription December 15, 2020 105 90 - - - - 15

222

  1. Expenses arising from share-based payment transaction are as follow:

Equity-settled

2020
$ 20,895

For the year ended December 31,

2019:None.

(1 9 ) Share capital

  1. As of December 31, 2020, Company’s authorized capital was $3,500,000,000 and the paid-in capital was $2,545,175,000, consisting of 254,957 thousand shares of common stock with a par value of $10 (in dollars) per share. As of December 31, 2020, total outstanding shares were 254,518 thousand.

The Company’s common stock shares outstanding (shares in thousands) at the beginning and at the end of the year are as follows :

At January 1
Stock repurchase (Note)
(
At December 31
2020
254,957

439)
$ 254,518
2019
254,957
-
$ 254,957
  • Note: The Company was approved by the resolution of the Board of Directors to decrease in treasury stock of 439 thousand shares. The record date of capital reduction for the decrease in treasury stock was August 14, 2020, and the alteration registration had been made on August 27, 2020.

  • The Company was approved by the resolution of the Board of Directors on September 10, 2020 to issue common stock of 25,000 thousand shares by cash capital increase, with a par value of $10 and the issuance at premium of NT$90 per share, that had been approved and effected by the competent authority on October 8, 2020. The record of the cash capital increase was February 1, 2021, and that the alteration registration had been made on February 26, 2021.

  • Treasury Stock

  • (1) For considerations of Company management, by the resolution of the Board of Directors on March 26, 2020, it is decided to buy back the Company stock of the number of 6,000 thousand shares with the buyback price between NT$60 and NT$90 from March 27, 2020 to May 26, 2020. As of December 31, 2020, 439 thousand shares have been bought back by the Company with the total amount of NT$35,010,000.

  • (2) According to the Securities and Exchange Act, the number of shares bought back may not exceed ten percent of the total number issued and outstanding shares of the Company. The total amount of the shares bought back may not exceed the amount of retained earnings plus premium on capital stock plus realized capital reserve.

  • (3) The shares bought back by the Company in accordance with the Securities and Exchange Act shall not be pledged. Before transfer, the shareholder’s rights shall not be enjoyed.

  • (4) Pursuant to the Securities and Exchange Act, where the buyback is for transferring shares to its employees shall be transferred within five years from the date of buyback. The shares not transferred within the said time limit shall be deemed as not issued by the Company, and amendment

223

registration shall be processed. Where the buyback is required to maintain the Company’s credit and shareholders’ rights and interests, and the shares so purchased are cancelled for which amendment registration shall be effected within six months from the date of buyback.

224

(20 ) Capital reserve

May be used to offset a deficit,
distribute cash dividends or capital surplus
Additional paid-in capital
May be used to offset a deficit only
Changes in ownership interests in subsidiaries
Gain from asset disposition
May not be used for any purpose
Cash capital increase to retain employee subscription
December 31, 2020
$ 1,879,608
5,667
309
20,895
December 31, 2019
$ 1,907,828
5,667
309
2,400
  1. According to the Company Act, except for offsetting a deficit from capital reserve of the income derived from the issuance of new shares at a premium or the income from endowments received by the Company, where the Company incurs no loss, it may distribute by issuing new shares which shall be distributable as dividend shares to its original shareholders in proportion to the number of shares being held by each of them or by cash. The Securities and Exchange Act also provides that when capital reserve is capitalized, the combined amount of any portions capitalized in any one year may not exceed ten percent of paid-in capital. The Company shall not use the capital reserved to make good its capital loss, unless the surplus reserve is insufficient to make good such loss.

  2. An amount transferred to capital reserve from the income derived from the issuance of new shares at a premium in the preceding paragraph, may not be capitalized until the fiscal year after the competent authority for company registrations approves registration. Changes in capital reserve are as follows:

2020

2020
t
Beginning
balance
Cash capital increase
Treasury stock
disposition
Balance at the
end of 2020
( Additional paid-in capital disposition
$ 309
-
-
$ 309
2019
Changes in ownership
interests in subsidiaries

$ 1,910,228
-

30,620)
$ 1,879,608
$ 5,667
-
-
(
$ 5,667
Additional paid-in capital Stock option
Gain from
asset
disposition

Gain from asset

225

Beginning balance / Balance at $ 1,907,828 the end of 2019

$ 2,400 $ 309 $ 5,667 $ 1,916,204

  1. By the resolution of the Board of Directors on March 17, 2021, the Company shall allocate cash dividends from capital reserve with a distribution of $0.26 per share and the total dividends will be NT$72,675,000, that is to be presented for approval in the shareholders’ meeting.

(2 1 ) R etained earnings

  1. Under the Company’s Articles of Incorporation, when there is net profit for each fiscal year, except for income tax payment, the Company shall offset a deficit in priority, and set aside 10% of the balance as legal reserve. After setting aside in accordance with the laws and regulations or as reversal of special reserve, “preferred stock is distributed preferably from the current year shall distribute and accumulated

226

unappropriated dividends from each previous fiscal year.” When there is profit for each fiscal year, the Company shall set aside not less than 2% as employees’ compensation and not more than 5% as bonus to directors; the rest plus unappropriated earnings of the last fiscal year shall be proposed the surplus earning distribution and presented to the shareholders’ meeting for approval.

  1. The Company dividend policy is as follows: taking into consideration of the Company capital demand and sound financial structure, and cooperating with business growth, the board of directors shall prepare the proposal of surplus earning distribution taking into consideration of the Company profitability and the business operation demand, and report to the shareholders meetings for resolution. The proposal of surplus earning distribution prepared by the board of directors shall have total dividends distributed between 30% and 80% of the current year earnings, provided however, the ration for cash dividend shall not lower than 20% of total distribution.

  2. Legal reserve can only be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership; where legal reserve is distributed by issuing new shares or by cash, only the portion of legal reserve which exceeds 25 percent of the paid-in capital may be distributed.

  3. 4.(1) In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.

  4. (2) At the time of initial application of IFRS, special reserve set aside, referred in Rule No. Financial-Supervisory-Securities-Issuing-1010012865 issued on April 6, 2012, shall be transferred into retained earnings from unrealized revaluation increments and cumulative translation adjustment under equity upon the acceptance of application of IFRS 1 exemption. However, the Group has negative number in net effect of retained earnings, special reserve is no need to be set aside.

  5. The appropriations of earnings for 2020 and 2019 had been resolved at the Board of Directors on March 17, 2021 and the shareholders’ meeting on June 10, 2020, respectively. Details are summarized below:

2020 2019
Amount Dividends per share Amount Dividends per share
(in dollars)
(in dollars)
Capital reserve to distribute 72,675 $ 0.26 $
-
$ -
cash dividends $
Legal reserve 29,489 66,870
Special reserve - 24,386
Cash dividends 234,795 0.84 509,913 2.00

The appropriations of earnings for 2020 is waiting for the approval at the meeting of shareholders of the Company.

  1. Please refer to Note 6(29) for employees’ compensation and directors’ remuneration.

227

(below blank )

228

(2 2 ) Other equity items

2020

her equity items 2020 2020 2020
f
Valuation
adjustments at
January 1
(
(
– Company
–Associates
Valuation adjustments
transfer into retained earnings
Differences for foreign
currency translation
–Company
(
–Tax for Company
–Associates

–Tax for Associates
At December 31

f
Valuation
adjustments at
January 1

– Company
–Associates
Valuation adjustments
transfer into retained
earnings
Financial statements
translation differences of
oreign operations
$ 32,179)
$ -
-
-

8,145)
2,192
(
4,324)
35
($ 42,421) ($ Financial statements
translation differences of
oreign operations
($ 16,067) ($ -
-
-
Debit instrument unrealized
profit (loss) measured at fair
value through other
comprehensive income
Equity instrument unrealized
profit (loss) measured at fair
value through other
comprehensive income
Total

20,881)
$ 4,824
($ 48,236)
10,321
9,009
19,330
-
11,468
11,468
-
(
7,436) (
7,436)
-
-
(
8,145)
-
-
2,192
-
-
(
4,324)
-
-
35
10,560)
$ 17,865
($ 35,116)
2019

Debit instrument unrealized
profit (loss) measured at fair
value through other
comprehensive income
36,484)
15,603
-
-
Equity instrument unrealized
profit (loss) measured at fair
value through other
comprehensive income
Total
$ 28,702
($ 23,849)
(
(
11,526)
13,480) (
4,077
13,480)
1,128
1,128

229

Differences for foreign currency
translation
–Company
(
16,403)
–Tax for Company
1,579
–Associates
(
1,303)
– Tax for Associates
15
At December
31
($ 32,179)
(~~$~~
-
-
-
-
20,881)
-
(
16,403)
-
1,579
-
(
1,303)
-
15
$ 4,824
($ 48,236)
-
(
16,403)
-
1,579
-
(
1,303)
-
15
$ 4,824
($ 48,236)

230

(2 3 ) Operating revenue

Revenue from contracts with
customers
2020
$
2019
$ 4,787,240 5,683,259
  1. Disaggregation of revenue from contracts with customers

The Company derives revenue from the transfer of goods at a point in time in the following major product lines and geographical regions:

Revenue from external
customer contracts
Revenue recognition time
Revenue recognition at a
point of time
Revenue from external
customer contracts
Revenue
recognition time
Revenue
recognition at a
point of time
2020 2020 2020 2020 2020
USA
$3,707,168
$3,707,168
China
$184,870
$184,870
Transmission components for car
Taiwan
Other regions
Total
$202,262
$692,940
$ 4,787,240
$202,262
$692,940
$ 4,787,240
2019

Taiwan
$202,262
$202,262
2019

Other regions
$692,940
$692,940
USA
$4,589,263
$4,589,263
China
$162,571
$162,571
Transmission components for car
Taiwan
Other regions
Total
$201,833
$729,592
$ 5,683,259
$201,833
$729,592
$ 5,683,259

Taiwan
$201,833
$201,833

Other regions
$729,592
$729,592
  1. Contract assets and contract liabilities: None.

(2 4 ) Interest income

Interest income from bank deposits
Interest income financial assets measured at amortized cost
Other interest income
2020 2019
$ 665
9
2,725
$ 3,399
$ 1,678
67
4,396
$ 6,141

(2 5 ) Other income

231

Rent income
Dividend revenue
Government grants income
Other income-other
2020
$ 8,048
4,093
52,683
15,686
$ 80,510
2019
$ 8,691
3,239
-
4,301
$ 16,231

232

(2 6 ) Other gains and losses

Foreign exchange losses

Gains on disposals of property, plant and equipment Gains on lease modification

Others

Total

(2 7 ) Finance costs

Interest expense from bank borrowings

Less: Qualifying capitalization of interest Subtotal Interest expense-lease liabilities Finance costs

==> picture [233 x 276] intentionally omitted <==

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

2020 2019
($ 110,570) ($ 39,940)
2,493 290
276 -
- ( 4)
($ 107,801) 39,654)
( $
2020 2019
$ 107,409 $ 85,519
( 16,688) ( 9,057)
90,721 76,462
4,225 4,609
$ 94,946 $ 81,071
----- End of picture text -----

(2 8 ) Expenses by nature

2020 2019
Operating Operating Operating Operating
Costs Expenses Total Costs Expenses Total
Employee benefit expense $ 576,042 $ 167,579 $ 743,621 $ 640,998 $ 190,437 $ 831,435
Depreciation on property, plant
and equipment
540,619 21,118 561,737 529,557 20,720 550,277
Depreciation on right-of-use
assets
9,812 6,790 16,602 13,291 8,272 21,563
Amortization on intangible 7,634 2,037 9,671 7,223 2,118 9,341
assets

(2 9 ) Employee benefit expense

Salaries and wages
Labor and health insurance
Pension
Directors’ remuneration
2020
Total
$594,800
62,583
30,139
10,328
2019
Operating
Costs
$465,738
50,949
18,797
-
Operating
Expenses
$129,062
11,634
11,342
10,328
Operating
Costs
$513,489
57,780
22,433
-
Operating
Expenses
Total
$144,312
$657,801
13,884
71,664
7,849
30,282
17,455
17,455

233

Other personnel expenses 40,558
$576,042
5,213
$167,579
45,771
$743,621
47,296
$640,998
6,937
$190,437
54,233

$831,435
  1. The number of employees for the current year and previous year were 995 and 1,093, respectively, and among them, directors who were not concurrent employees, are 10 and 10, respectively.

  2. The average of employee benefit expense for the current year was NT$745,000 ( Total of employee benefit expense for the current year - Total of directors’ remuneration / Number of employees for the current year - Number of directors who were not concurrent employees ).

234

The average of employee benefit expense for the previous year was NT$752,000 ( Total of employee benefit expense for the previous year - Total of directors’ remuneration / Number of employees for the previous year - Number of directors who were not concurrent employees ).

  • 3.The average employees’ salaries and wages for the current year was NT$604,000 (Total of salaries and wages for the current year / Number of employees for the current year - Number of directors who were not concurrent employees ) .

The average employees’ salaries and wages for the previous year was NT$607,000 (Total of salaries and wages for the previous year / Number of employees for the previous year - Number of directors who were not concurrent employees ).

  1. The average of changes employees’ salaries and wages adjustment went down 0.49% ( The average employees’ salaries and wages for the current year - The average employees’ salaries and wages for the previous year / The average employees’ salaries and wages for the previous year ).

  2. In accordance with the Articles of Incorporation of the Company, a ratio of distributable profit of the current year, after covering accumulated losses, shall be distributed as employees’ compensation and directors’ remuneration. The ratio shall not be less than 2% for employees’ compensation and shall not be higher than 5% for directors’ remuneration.

  3. The Company has established an auditing committee, hence there is no supervisor.

  4. The Company directors’ emoluments include directors’ reward, transportation allowance, directors’ remuneration. Directors’ reward shall refer to the pay levels adopted by peer companies, transportation allowance shall be paid according to his/her attendance to the Board of Directors, and in compliance with the Articles of Incorporation, the directors’ remuneration shall be allocated prepared by the Remuneration Committee and represented to the Board of Directors for resolution, and report to the Shareholders’ Meeting. Managerial officers and employees’ emoluments include salaries and wages, bonus, employees’ compensation, employee stock option certificates, etc., taking into consideration of the responsibility carried of that position, and refer to the pay levels adopted by peer companies and individual performance. Evaluation result of each employee performance review is included in calculation basis of salaries and wages. Managerial officers’ bonus and emoluments shall be prepared and approved by the Remuneration Committee and by the resolution of the Board of Directors.

  5. For the years ended December 31, 2020 and 2019, employee’s compensation and directors’ remuneration were accrued at as follows:

Employee’s compensation
Directors’ remuneration
2020
~~$~~
~~6,716~~
3,521
~~$~~
~~10,237~~
2019
~~$~~
~~16,312~~
9,549
~~$~~
~~25,861~~

The aforementioned amounts were recognized in salary expenses.

The employees’ compensation and directors’ remuneration were estimated and accrued based on 2.05% and 1.07% of distributable profit of current year for the year ended December 31, 2020. The employees’ compensation and directors’ remuneration resolved by the Board of Directors on March 17, 2021, were $6,716 and $3,521, and the employees’ compensation will be distributed in the form of cash.

Employees’ compensation of 2019 as resolved by the Board of Directors on May 14, 2020 was in agreement with those amounts recognized in the 2019 financial statements. Due to the impact of COVID-19, the Group’s order volume sharply dropped, a reduction of NT$2,000,000 on the directors’ remuneration for 2019 was approved in order to replenish the Company’s operating capital, and the directors’ remuneration will be NT$7,549,000 after the reduction.

Information about employees’ compensation and directors’ remuneration of the Company as resolved by the Board of Directors will be posted in the “Market

235

Observation Post System” at the website of the Taiwan Stock Exchange.

(be l o w b l a n k )

236

(30 ) Income tax

1. Income tax expense

Income tax expense
(1)Components of income tax
expense
Current tax:
Current tax on profits for the
Surtax on undistributed retained
Tax effect of investment tax
(
Prior year income tax
underestimation(overestimation)
Total current tax
Deferred tax:
Origination and reversal of
temporary differences
(
Income tax
expense
2020
$ 71,727
3,376

32,127) (
2,196
(
45,172

13,597) (
$ 31,575
2019
$ 164,089
11,044
76,347)

3,582)
95,204
14,359)
$ 80,845


$ 31,575

(2) Income tax related to components of other comprehensive income

Exchange difference on
translation of foreign
operations
Remeasurements of defined
benefit obligation
(
Other comprehensive
income
2.Reconciliation between income tax
expense and accounting profit:
Tax calculated based on profit before
tax and statutory tax rate
Tax effect disallowed by tax regulation
Exempt from income tax pursuant to
the Income Tax Act
(
Tax effect of investment tax credits
(
Prior year income tax
underestimation(overestimation)
Surtax on undistributed retained earning
Income tax expense
( 2020
2019
$ 2,227
$ 1,594

373)
(
4,620)
$ 1,854
($ 3,026)
2020
2019
$ 2,227
$ 1,594

373)
(
4,620)
$ 1,854
($ 3,026)
2020
$ 65,198
888

7,956) (

32,127) (
2,196
(
3,376
$ 31,575
2019
$ 150,364
919
1,553)
76,347)

3,582)
11,044
$ 80,845

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237

  1. Amounts of deferred tax assets and liabilities as a result of temporary differences and tax are as follows:
2020
Recognized in Recognized in other
January 1
profit or loss comprehensive income December 31
Deferred tax assets:
-temporary differences:
Losses on foreign long-
term equity investments
$ 13,380
$ 1,489
$ -
$ 14,869
Allowance for inventory
valuation and obsolescence losses 13,619
1,221
-
14,840
Unappropriated accrued pension
4,979
(
2,010)
-
2,969
Allowance for uncollectible
accounts
2,499
555
-
3,054
Remeasurements of defined
benefit obligation
8,218
- (
373)
7,845
Differences between the
accounting treatment and
tax regulations in right-of-use assets
403
2,962
-
3,365
Unrealized employees’ bonus
1,723
-
-
1,723
Unrealized profit on intercompany
sales
3,722
(
286)
-
3,436
Unrealized foreign
exchange loss
6,494
2,009
-
8,503
Subtotal
$ 55,037
$ 5,940
($ 373) $ 60,604
- Deferred income tax
liabilities: Differences
between the accounting
treatment and tax
regulations in depreciation
on property, plant and
equipment
($ 56,558)
$ 7,657
$ - ($ 48,901)
Exchange difference on
translation of foreign
operations
(
6,266)
-
2,227
(
4,039)
Land value increment tax
(1,417)
-
-
(
1,417)
2020

238

Subtotal

Total
($ 64,241)
$7,657
$ 13,597
(below blank)
$ 2,227
$ 1,854
($ 54,357)

239

2019

Recognized in Recognized in other
January 1 profit or loss comprehensive income December 31
Deferred tax assets:
- temporary differences
Losses on foreign long-term equity investments
$ 12,147 $ 1,233 $ - $ 13,380
Allowance for inventory valuation and obsolescence losses 11,490 2,129 - 13,619
Unappropriated accrued pension 11,922 (
6,943)
- 4,979
Allowance for uncollectible accounts 2,499 - - 2,499
Remeasurements of defined benefit obligation 12,838 - ( 4,620) 8,218
Differences between the accounting treatment and tax - 403 403
regulations in right-of-use assets
Unrealized employees’ bonus 1,567 156 - 1,723
Unrealized profit on intercompany sales 3,167 555 - 3,722
Unrealized foreign exchange loss - 6,494 - 6,494
Subtotal $ 55,630 $ 4,027 ($ 4,620) $ 55,037
- Deferred income tax liabilities: Differences between the
accounting treatment and tax regulations in depreciation on ($ 66,326) $ 9,768 $ - ($ 56,558)
property, plant and equipment
Exchange difference on translation of foreign operations (
7,860)
- 1,594 ( 6,266)
Land value increment tax (
1,417)
- - ( 1,417)
Unrealized foreign exchange profit ( 564)
564
- -
Subtotal ($ 76,167) $ 10,332 $ 1,594 ($ 64,241)
Total $ 14,359 ($ 3,026)
  1. The Company and its subsidiaries’, HOWIN and HOZUAN, profit-seeking enterprise annual income tax return up to 2018 had been examined by the tax authorities.

(3 1 ) Earnings per share

Basic earnings per share
Profit attributable to ordinary
shareholders of the parent


Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent
Assumed conversion of all dilutive
potential ordinary share
Employees’ compensation
2020
Amount after
tax
$ 286,094

286,094
-
Weighted average
number of ordinary
shares of
outstanding
(shares in thousands)

Earnings per
share
(in dollars)
$
1.12

254,625
254,625
118

Diluted earnings per share

240

Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares

$ 286,094 254,743 ~~$ 1.12~~

241

2019

2019
Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent
Assumed conversion of all dilutive
potential ordinary share
Employees’ compensation
Profit attributable to ordinary shareholders
of the parent plus assumed conversion of
all dilutive potential ordinary shares
Amount after tax
$ 649,123

649,123
-
$ 649,123
Weighted average number of
ordinary shares of outstanding
(shares in thousands)
254,957
254,957
186
~~255,143~~
Earnings per share
(in dollars)
$
2.55
$ 2.54

The Corporation presumes that the resulting potential shares will be included in the weighted average number of shares outstanding used in the calculation of diluted earnings per share, if the shares have a dilutive effect.

(3 2 ) Supplemental cash flow information


if the shares have a dilutive effect.
(3 2) Supplemental cash flow information

if the shares have a dilutive effect.
(3 2) Supplemental cash flow information
,
Investing activities with partial cash
payments
Purchase of property, plant and equipment
Add: Opening balance of payable equipment
Ending balance of prepayment for equipment
Acquisition of other noncurrent assets-Land
Less: Ending balance of payable equipment
Opening balance of prepayment
for equipment
(
Cash paid during the year
2020
$
2019
$ 1,151,790
205,324
450,755
2,905
(
90,079) (
373,272) (
$ 1,347,423
2,212,105
95,298
373,272
84,913
205,324)
514,987)
2,045,277

$ 1,347,423
$

(3 3 ) Changes in liabilities from financing activities

At January 1
Changes in cash flow
from financing
activities
Increase during the year
2020 2020
~~Short-term~~
borrowings
$1,000,753
841,081

-
~~Short-te~~r~~m~~
commercial
Lease
financing
bl
$560,000
$286,298
40,000 (
14,809)
-
-

Long-term
li bili i
l
$ 6,362,417
$ -
26,611
( 509,913)
-
509,913
~~Liabilities from~~
Dividend
$ 8,209,468
382,970
509,913

242

Changes in other non-
cash items
Impact of changes in
foreign exchange rate
At December 31
-
8,536
$1,850,370
- (
-
$600,000
10,825)
-
$260,664
-
-
$ 6,389,028
-
(
10,825)
-
8,536
$ -
$ 9,100,062

243

2019

At January 1
Changes in cash flow
from financing activities
Increase during the year
Impact of changes in
foreign exchange rate
At December 31
Short-term
borrowings
$1,212,484
(220,351)
-
8,620
$1,000,753
Short-term
commercial
Lease
financing
papers payable
$250,000
$305,844
310,000 (
19,546)
-
-
-
-
$560,000
$286,298
Liabilities from
Long-term
Dividend
liabilities
loans
$ 4,580,629
$ -
$ 6,348,957
1,781,788
( 892,348)
959,543
-
892,348
892,348
-
-
8,620
$ 6,362,417
$ -
$ 8,209,468

7 . Related party transactions

(1 ) Names of related parties and relationship

Name of related parties Relationship with the Group
~~HOZUAN INVESTMENT CO., LTD.(HOZUA~~N)
Subsidiary
HOWIN PRECISION CO., LTD.(HOWIN) Subsidiary
WUXI HOTA PRECISION GEAR CO., LTD.(WUXI HOTA) Subsidiary
HOTATECH,INC.(HOTATECH) Subsidiary
CAPTAIN HOLDING CO., LTD. Subsidiary
TAIWAN PYROLYSIS & ENERGY REGENERATION
CORP. Associate
KAO FONG MACHINERY CO., LTD. (KAO FONG)
Associate
TAKAWA
SEIKI,
INC.(TAKAWA)
Associate
LING WEI CO., LTD.(LING WEI) Associate
UNISON INC.(UNISON) Associate
HOWON POWERTRAIN CO., LTD.(HOWON)
Associate
GLOBAL TECHNOS LTD.(GLOBAL) Other
related party
WORLD KNOWN MFG. CO., LTD.(WKM) Other related parties (Note)
GUO-RONG SHEN Other related parties
MAIN DRIVE CORPORATION Other related parties
QIAN ZUAN CO., LTD. Other related parties
Taipei Gaohe Chungui Charity Foundation Chairman of the Foundation is
same as that of the Company.

Note Since February 13, 2019, the party no longer serves as director of the Company, as of that date, who is not a related party.

(2 ) Significant related party transactions

244

1.Operating revenue

Operating revenue
Sale of goods:
Subsidiary
Associate
Other related parties
Total
2020
$ 47,323
1,084
11,842
$ 60,249
2019
$ 66,538
684
21,534
$ 88,756

The Company sells to the related parties with standard sales price and payment term 30~180 days. Payment term for general customers is 90~180 days.

245

2.Purchasing

Purchase of
goods
Associates
Other related parties
2020
$ 98
127
$ 225
2019
$ -
4,405
$ 4,405

Purchasing by the Company is conducted under standard pricing and conditions, and payment will be done within 30~120 days after the acceptance of goods.

3. Manufacturing overhead -processing cost

Subsidiaries
Associates
2020
$ 58,309
49,467
$ 107,776
2019
$ 70,513
54,139
$ 124,652

Processing cost for the Company is conducted under standard processing price and conditions, and payment will be done within 60~120 days after the acceptance of goods.

4.Rental revenue

Rental revenue
Associates 2020
$
2019
$ 600 600

Rental of the aforesaid leasing object is calculated based on the rentals in the neighborhood and the leasing area, and the rental shall be collected every 30 days.

5. Rental

Associate 2020
$
2019
$ 1,259 3,776

Rental of the aforesaid leasing object is calculated based on the rentals in the neighborhood and the leasing area, and the rental shall be paid by monthly.

6.Commission

HOTATECH 2020
$
2019
$ 31,455 40,951

Commission of the Company is based on the sales volume of a variety of models for

246

different customers, that shall be paid to the subsidiaries pursuant to the agreed ratio.

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247

7.Receivables from Related Parties

Accounts receivable
Subsidiaries
Associates
Other related parties
Subtotal
Other receivables
Subsidiaries
Subtotal
Total
December 31, 2020
$ 18,374
291
-
18,665
55
55
$ 18,720
December 31, 2019
$ 18,747
567
32
19,346
2
2
$ 19,348

8.Payables to Related

Parties

Accounts payable:
Subsidiarie
s
Subtotal
Other payables:
Subsidiaries
Associates
Other related parties
Subtotal
Total
December 31, 2020
$ 24,400
24,400
222
6,606
234
7,062
$ 31,462
December 31, 2019
$ 29,496
29,496
40
8,907
-
8,947
$ 29,536

9.Other Noncurrent Assets

Subsidiaries of the Company hold agricultural land that land alternation is not yet accomplished, hence it is temporarily registered under the Chairman’s name of the parent Company. It is agreed that the Chairman cannot exercise any action to that agricultural land.

10. Property transactions

(1) Purchase of property transaction:

Purchase of property, plant and
equipment
Associate
Other related parties
2020
$ 11,899
1,619
$ 13,518
2019
$ 10,645
70,130
$ 80,775

(2) Purchase of property transaction outstanding balance:

248

Purchase of property, plant and
equipment
Associates
Other related parties
December 31, 2020
$ 324
80
$ 404
December 31, 2019
$ 3,341
-
$ 3,341

249

11.Loans to Related Parties

==> picture [439 x 117] intentionally omitted <==

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

(1) Loans to related parties:
A. Outstanding balance
December 31, 2020 December 31, 2019
HOWON $ - $ 179,880
B.Interest income
December 31, 2020 December 31, 2019
HOWON $ - $ 3,253
----- End of picture text -----

Terms of loan to the subsidiaries is repayment within one year after the loan, which will be paid at 2% of annual interest rate for 2019 interest.

  1. Endorsement provided to related parties

Information of endorsement provided to others is provided in Note 13(1)2.

(3 ) Key management compensation

==> picture [436 x 73] intentionally omitted <==

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

2020 2019
Other short-term employee benefits $ 41,591 $ 55,989
Post-employment benefits 1,197 1,010
Total $ 42,788 $ 56,999
----- End of picture text -----

8 . Pledged Assets

Pledged asset
Property, plant and equipment
Financial assets at amortized cost
December 31, 2020
$ 5,207,687
57,355
$ 5,265,042
Book value
December 31, 2019
Purpose
$ 7,512,047
Long-term loanShort-term
borrowings
606
Project guarantee deposit
$ 7,512,653
  • 9 . Significant Contingent Liabilities and Unrecognized Contract Com ~~mitments~~

  • As of December 31, 2020 and 2019, Letter of Credit issued but not used for purchasing of raw material and machinery equipment was NT$153, 517,000 and NT$202,7 93,000, respectively.

  • Capital expenditure on contract signed but not occurred yet

Property plant and equipment December 31, 2020
$ 354,170
December 31, 2019
$ 734,878

1 0 . Significant Disaster Loss

None.

  • 11 . Significant Events After the Balance Sheet Date

250

  1. On September 10, 2020, the directors at their meeting resolved to increase cash capital and issue ordinary stock of 25,000 thousand shares with a par value of NT$10 and an additional paid-in capital of NT$90 per share. New shares issuance was approved by the security authorities on October 8, 2020, and the effective date was February 1, 2021.

251

  1. On March 11, 2021, the Company signed “Syndicated Loans Agreement” with a total amount of NT$5,000,000 with syndicate bank consisting of Land Bank of Taiwan, E.SUN Bank and Bank of Taiwan, and Land Bank of Taiwan as the lead bank for repayments to the financial institution and for replenishment of mid-term working capital.

1 2 . O t h e r s

(1 ) Capital management

The Company’s managing capital is based on industry scale of operating business, taking into consideration of the industry future growth and product developments, and sets up an appropriate market share, according to that, plans corresponding capital expenditure. In addition to calculate demanded working capital based on financial operating plans, and finally determine an appropriate cost structure by considering operating income and cash flow arising from product competitivity.

The Company monitors its working capital through regularly reviewing the ratio of liabilities to assets. The ratio of liabilities to assets of the Group for the years ended December 31, 2020 and 2019, is as follows:

(2 ) Investment in designated equity instruments
$ 133,689
Accounts receivable
727,869
December 31, 2020
Total
liabilities
$ 10,650,032
Total assets
17,002,590
Ratio of liabilities to assets
62.64%
Financial instruments
1. Financial
instruments by
category
December 31, 2020
Financial assets
Financial asset at fair value
through other
comprehensive income
Financial asset at amortized cost/loans and accounts receivable
Cash and cash equivalents
687,561
Financial assets at amortized cost
57,355
Notes receivable
9,842
$ 135,784
738,271
December 31, 2019
$ 9,842,952
16,411,528
59.98%
December 31, 2019
377,446
~~606~~
581

252

Accounts receivable (including
related parties)
Other receivables
Refundable deposits
1,332,130
40,778
6,604
$ 2,995,828
1,442,500
253,763
7,684
$ 2,956,635

253

December 31, 2020 December 31, 2019

Financial liabilities

Short-term borrowings
Short-term commercial papers payable
Notes payable
Accounts payable
Other payables
Long-term loan (including the
expiration within a year or an operating
cycle)
Lease liability
$ 1,850,370
600,000
425,000
438,171
435,034
6,342,239
$ 10,090,814
$ 260,664
$ 1,000,753
560,000
381,778
428,330
562,293
6,362,417
$ 9,295,571
$ 286,298
  1. Financial risk management policies

  2. (a) The Company’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk, and price risk), credit risk and liquidity risk.

  3. (b) Risk management is carried out by a central treasury department (Company treasury). Company treasury identifies, evaluates and hedges financial risks in close co-operation with the Company’s operating units, such as foreign exchange risk, interest rate risk, credit risk and derivative and non-derivative financial instruments, and investment of excess liquidity.

  4. Significant financial risks and degrees of financial risks

The current year found no major changes but the following explanation, please refer to 2020 Consolidated Financial Statements Note(12).

(A) Market risk

Foreign exchange risk

  • a. The Company operates internationally and is exposed to exchange rate risk arising from the transactions of the Company and its subsidiaries used in various functional currency, primarily with respect to the USD, EUR, JPY and RMB. Foreign exchange rate risk arises from future commercial transactions and recognized assets and liabilities.

  • b. The Company’s businesses involve some non-functional currency operations (the Company and part of subsidiaries’ functional currency: TWD, part of subsidiaries’ functional currency: USD and RMB). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:

(b e l o w b l a n k )

254

==> picture [682 x 431] intentionally omitted <==

255

==> picture [663 x 435] intentionally omitted <==

256

  • C. Total exchange loss (including amounts realized and unrealized) arising from significant foreign exchange variation on the monetary items held by the Company for the years ended December 31, 2020 and 2019, amounted to $110,5 70,000 and $39,9 40 ,000, respectively.

Price risk

  • a. The Company is exposed to price risk as the Company holds equity securities financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income. In order to manage price risk of the investments in equity instruments, the Company diversifies its portfolio and executing based on the limits set by the Group.

  • b. The Company’s primary investments are in equity instruments and open-end funds issued by domestic companies, which equity instruments price will be affected due to uncertainties of future value on the investment targets. If that equity instruments price increase or decrease 5% with all other factors remain constant, gains or losses in equity instruments at fair value through other comprehensive income increased of NT$6, 684,000 and NT$6,789,000, respectively.

Cash flow and fair value interest risk

  • a. The Company’s interest risk primarily comes from long-term loans at floating rates, that the Group is exposed to cash flow interest rate risk. As of December 31, 2020 and 2019, the Company’s loans at floating interest rates are denominated in New Taiwan Dollars.

  • b. The Company entered into interest rate swap contracts of converting borrowings from floating rates to fixed rates for management of interest rate risk, and that swap between the Company and the counterparty was agreed in a specific period (mainly per each season) of the differences at between fixed rates and floating rates based on a notional principal amount. The rise of long-term loans of the Company is at floating rates and transfer into fixed rates through interest rate swap, that the interest rate will be smaller than fixed rates the Company directly obtains for loans.

  • c. When the loans denominated in New Taiwan Dollars increase or decrease by 0.25% with all other factors remain constant, profit before tax for 2020 and 2019 decreased or increased NT$15,856,000 and NT$15,906,000, respectively, mainly caused by variations of the interest expenses from bank loans at floating rates.

(B)Credit risk

  • a. Credit risk refers to the risk of financial loss to the Company arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full the accounts receivable and notes receivable based on the agreed terms, and the contract cash flows of debt instruments stated at amortized cost and at fair value through other comprehensive income.

  • b. For banks and financial institutions, only well-known rated parties with optimal credit rating in domestic or overseas are acceptable by the Company, and the Company cooperates with couple of banks and financial institutions in the meantime, instead of only a single party to reduce credit risk. Financial services or terms and conditions of loans provided by banks and institutions are according to the Company internal delegation of authority, that shall be executed by approval of the Board of Directors or delegated supervisors. Any paper that can only be signed with correspondent banks and financial institutions, shall be inspected by specialists of legal department or legal consultants to avoid legal risk. The Company periodically reviews the correspondent banks and financial institutions about their credit ratings and service conditions, qualities and contacts, and

257

according to operating conditions, the Company periodically monitors to maintain reasonable credit limits and utilization of credit limits that ensures to satisfy the operational needs.

258

  • c. The Company adopts the following assumptions under IFRS 9, if there has been a significant increase in credit risk on that instrument since initial recognition:

  • (i) When the contract payments were past due over 30 days based on the terms, there has been a significant increase in credit risk on that instrument since initial recognition.

  • (ii) Bond investments traded at Taipei Exchange (“TPEx”) is recognized as low credit risk when that instruments in the balance sheet are as investment grade rated by any of external rating agencies.

  • d. When independent credit rating set for an investment target is downgraded by two levels, the Company’s judgement on that investment has been a significant in credit risk.

  • e. When the default rate of an investment target is more than 25.64%, the Company’s judgement on that investment has been a significant in credit risk.

  • f. The Company adopts the assumptions under IFRS 9, the default occurs when the contract payments are past due over 360 days.

  • g. The Company classifies customers’ accounts receivable in accordance with customer rating types. The Company applies the modified approach using provision matrix to estimate expected credit loss under the provision matrix basis.

  • h. The following indicators are used to determine whether the credit impairment of debt instruments has occurred:

  • (i) It becomes probable that the issuer will enter bankruptcy or other financial reorganization due to their financial difficulties;

  • (ii) The disappearance of an active market for that financial asset because of financial difficulties;

  • (iii) Default or delinquency in interest or principal repayments;

  • (iv) Adverse changes in national or regional economic conditions that are expected to cause a default.

  • i. The Company wrote-off the financial assets, which cannot be reasonably expected to be recovered, after initiating recourse procedures. However, the Company will continue executing the recourse procedures to secure their rights.

  • j. The Company used the forecast ability to adjust historical and timely information to assess the default possibility of accounts receivable. As of December 31, 2020 and 2019, the provision matrix is as follows:

December 31, 2020
Expected loss rate
0.01%
Total book value
$ 1,856,081
0.59%
150,940
3.04%
25,708
25.64%
14,063
100
7,028
$ 2,053,820
December 31, 2019
Expected loss rate
0.01%
Total book value
$ 1,790,432
Loss allowance
$ 179
892
781
3,606
7,028
$ 12,486
Loss allowance
$ 179
Not past due
Up to 120 days
Up to 121-240 days
Up to 241-360 days
More than 361 days
Total
Not past due
Expected loss rate
0.01%

259

Up to 120 days
0.27%
Up to 121-240 days
2.57%
Up to 241-360 days
34.28%
More than 361 days
100
Total
335,561
30,370
10,520
4,250
$ 2,171,133
892
781
3,606
4,250
$ 9,708

260

k. Movements in relation to the Company applying the simplified approach to provide loss allowance for accounts receivable are as follows:

At January 1
Provision for impairment loss
Write-off uncollectible accounts
At December 31
(
2020
Account receivable
$ 9,708
5,674

2,896)
$ 12,486
2019
Account receivable
$ 5,208
4,500
-
$ 9,708

The Group’s recognized loss allowance of impairment loss amounted to NT$2,778,000 and NT$4,500,000 for the years ended December 31, 2020 and 2019, respectively.

(C) Liquidity risk

  • a. Cash flow forecasting is performed in the operating entities of the Company and aggregated by Company treasury. Group treasury monitors rolling forecasts of the Company’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times, so that the Company will not violate the relevant limits or terms of loans. Such forecasting takes into consideration the Company’s debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets and, if applicable external regulatory or legal requirements.

  • b. The loan limits of NT$ 2,42 5,730,000 have not been utilized.

  • c. The Company’s non-derivative financial liabilities in the following table are categorized based on the maturity date and are analyzed based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

December 31, 2020

December 31, 2020

Non-derivative
financial liabilities:
Short-term borrowings
Short-term notes payable
Notes payable
Accounts payable
Other payables
Lease liabilities
Other current liabilities
Less than
3 months
Between 3 months
and 1 year

$1,762,078
$ 90,731
600,000
-
119,592
305,408
342,111
96,060
370,425
64,609
3,134
9,403
69,321
-
Between
1 and 2 years
$ -
-
-
-
-
12,537
-
Between
2 and 5 years
$ -
-
-
-
-
28,651
-
More than
5 years
Total
$ -
$ 1,852,809
-
600,000
-
425,000
-
438,171
-
435,034
284,487
338,212
-
69,321

261

Long-term loans 2,212,899 1,627,155 933,131 986,543 763,339 6,523,067 (including maturity date within one year or one operating cycle)

262

December 31, 2019

December 31, 2019 December 31, 2019
Less than
Between 3
Non-derivative
3 months
months and 1 year
financial
liabilities:
Short-term
borrowings
$ 832,750
$ 169,306
Short-term notes payable
560,000
-
Notes payable
223,886
157,892
Accounts payable
349,600
78,730
Other payables
488,546
73,747
Lease liabilities
5,291
14,850
Other current liabilities
10,177
-
Long-term loans
(including maturity
date within one
year or one
operating cycle)
-
1,546,168
Between Between More than
1 and 2 years
2 and 5 years
5years
Total
$ -
$ -
$ -
$1,002,056
-
-
-
560,000
-
-
-
381,778
-
-
-
428,330
-
-
-
562,293
17,912
33,512
297,727
369,292
-
-
-
10,177
1,825,928
796,385
2,487,586
6,656,067

$ 169,306
-
157,892
78,730
73,747
14,850
-
1,546,168

(C) Fair value information

  1. Valuation technique is adopted for financial and non-financial instruments fair value measurements; each degree is defined as follows:

  2. The first level (Level 1): Those derived from quoted prices (unadjusted) in active market for identical assets or liabilities on the date of measurement. Active market indicates a market in which transaction for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. All of the Company’s investments fair value in listed stocks and active market derivatives are included.

  3. The second level (Level 2): Fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly.

  4. The third level (Level 3): Fair value measurements are those derived from inputs for the asset or liability that are not based on observable market data. The Company’s investments in inactive market derivatives are included.

  5. The Company’s financial instruments which are not at fair value measurements are including cash and cash equivalents, notes receivable, accounts receivable, other receivables, short-term borrowings, notes payable, accounts payable, and other payables, book value of them are reasonable approximation of fair value.

  6. The Company’s financial and non-financial instruments measured at fair value are basically categorized in nature, characteristic and risk, and degree of assets and liabilities. The information is as follows:

(1) Category of assets and liabilities by nature:

December 31, 2020
Assets

Recurring fair value
December 31, 2020
Assets

Recurring fair value
Level 1 Level 2 Level 3 Total

Recurring fair value

Financial assets at FVTOCI

263

-equity securities
-accounts receivable
Total
$ 76,039
-
$ 76,039
$ -
727,869
$ 727,869
$ 57,650
-
$ 57,650
$ 133,689
727,869
$ 861,558

264

December 31, 2019
Level 1
Assets

Recurring fair value
Financial assets at FVTOCI
-equity securities
$ 61,292
-accounts receivable
-
Total
$ 61,292
December 31, 2019
Level 1
Assets

Recurring fair value
Financial assets at FVTOCI
-equity securities
$ 61,292
-accounts receivable
-
Total
$ 61,292
Level 2
$ -
738,271
$ 738,271
Level 3
$ 74,492
-
$ 74,492
$ Total
135,784
738,271
874,055

Recurring fair value
$

(2) Valuation techniques and assumptions of fair value measurement adopted by the Company are as follows:

Fair value inputs (i.e. as Level 1) adopted quoted market prices by the Company, which instruments are listed by characteristic as follows:

Publicly traded stocks Open-end funds

Quoted market prices Closing price at valuation date Net value at valuation date

  1. Transferring between Level 1 and Level 2 was not happened for the years of 2020 and 2019.

  2. Movements of Level 3 in the following table is shown for the years of 2020 and 2019:

Balance, beginning of year
Purchase in the current year
Profit recognized in other
(
Balance, end of year
2020
$ 74,492
6,503

23,345)
(
$ 57,650
2019
$ 84,600
2,239

12,347)


$ 74,492
  1. Sensitivity analysis of quantitative data and movements of material unobservable inputs for Level 3 fair value measurements, which valuation models are as follows:
Equity securities$ 29,982Comparable to
listed companies
Stocks from
venture capital
44,510Net assets
li
bl
December 31, 2020Valuation
Fair value
Technique
Equity securities$ 17,726
Comparable to listed
companies pursuant to
the Company Act
Stocks from venture capital
companies
39,924Net assets
valuation method
December 31, 2019Valuation
Fair value
Technique
Price-book
ratio multiplier
Not
Material
unobservable
inputs


Price-book ratio
Not applicable
Material
unobservable
inputs
$ 4,027
44,510
Range
(Weighted
average)
multiplier$ 1,311
39,924
Range
(Weighted
average)
Relation of
inputs and fair value
The higher the
multiplier, the higher
the fair value.
Not applicable
Relation of
inputs and fair value
The higher the
multiplier, the higher
the fair value.
Not applicable
Relation of
inputs and fair value




265

  1. Valuation model and parameter is adopted by the Company with careful evaluation; however, a result may be varied when using different valuation model or parameter. For financial assets and financial liabilities categorized in Level 3, if valuation parameter changes, the effects of the current year profit or loss and other comprehensive income are as follows:

266

December 31, 2020 Recognized in profit or loss Recognized in other comprehensive income Favorable change in inputs changes Unfavorable change Favorable change Unfavorable change Financial assets Equity instruments Market price - $ - $ 577 ($ 577) Price-book ratio ±1% $

December 31, 2019

Recognized in profit or loss Recognized in other comprehensive income Favorable change in inputs changes Unfavorable change Favorable change Financial assets Unfavorable change Equity instruments Market price ~~$ 745~~ ( ~~$ 745)~~ Price-book ratio±1% $ - $

1 3 . Supplementary Disclosures

(1 ) Significant transactions information

  • A. Loans to others: Please refer to table 1.

  • B. Provision of endorsement and guarantees to others: Please refer to table 2.

  • C. Holding of marketable securities at the end of period (not including subsidiaries, associates and joint ventures): Please refer to table 3.

  • D. Acquisition or sale of the same security with the accumulated cost exceeding NT$300 million or 20% of the Company’s paid-in capital: None.

  • E. Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  • F. Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  • G. Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more: None.

  • H. Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more: None.

  • I. Trading in derivative instruments undertaken during the reporting periods: None.

  • J. Significant inter-company transactions during the reporting periods: Please refer to table 4.

267

(2 ) Information on investees

Names, locations and other information of investee companies (not including investees in Mainland China): Please refer to table 5.

268

(3 ) Information on investments in Mainland China

  1. Relevant information on investments in the Mainland area: Please refer to table 6.

  2. Limits of investments in the Mainland area: Please refer to table 6.

  3. Significant transactions, pricing, payment terms and unrealized gains or losses, either directly or indirectly through a third area, with investee companies in the Mainland Area.

  4. Purchase amounts of the year 2020 between the Company and each investee in Mainland China are not reaching 10% of the Company total purchase amounts. Purchasing is conducted to general purchase price and is paid in advance.

(4 ) Major shareholders information

Major shareholders information: Please refer to table 7. (b e l o w b l a n k )

269

Hota Industrial Manufacturing CO., LTD. Loans to others Year ended December 31, 2020

No.
(Note 1)
TABLE 1
Creditor Borrower General
ledger
account
Is a
related
party
Maximum
outstanding
balance during
the year ended
December 31,
2020
Balance at
December
31,2020
Actual
amount
drawn
down
Interest
rate(%)
Nature of
loan
(Note 4)
2.50
2
2.00
2
2.50
2
Amount of
transaction
s with the
borrower
Reason for
short term
financing
Allowance
for
doubtful
accounts
Collateral Collateral Limit on loans
granted to a
single party
(Note 3)
Ceiling on total
loans granted
(Note 2)
Footnote
Expressed in thousands of TWD
(Except as otherwise indicated)
Limit on loans
granted to a
single party
(Note 3)
Ceiling on total
loans granted
(Note 2)
Footnote
Expressed in thousands of TWD
(Except as otherwise indicated)
Limit on loans
granted to a
single party
(Note 3)
Ceiling on total
loans granted
(Note 2)
Footnote
Expressed in thousands of TWD
(Except as otherwise indicated)
Item Value
0
0
0
Hota Industrial
Manufacturing
CO., LTD.
Hota Industrial
Manufacturing
CO., LTD.
Hota Industrial
Manufacturing
CO., LTD.
YUNG-CHIN
DEVELOP FORGING
CO., LTD.
Howon(Whaian)auto
mobile components
Company Limited
Chien li industrial co.,
ltd.
Other
Receivable
s
Other
Receivable
s
Other
Receivable
s
N
Y
N
4,675
$ 284,800
6,000
2,338
$ 56,960
6,000
2,338
$ -
6,000
-
$ -
-
Purchase of
equipment
Purchase of
equipment
Purchase of
equipment
-
$ -
-
NA
NA
NA
-
$ -
-
1,270,512
$ 1,270,512
1,270,512
2,541,023
$ 2,541,023
2,541,023

Note 1: The numbers filled in for the loans provided by the Company or subsidiaries are as follows:

(1)The Company is ‘0’.

(2)The subsidiaries are numbered in order starting from ‘1’.

Note 2: The ceiling on total loans to others is the Company net assets, the limit is 40% of the Company net assets. Note 3: Limit on loans granted for a single party is 20% of the net assets of the Company. Note 4: (1)For business transactions. (2)For short-term financing.

270

Hota Industrial Manufacturing CO., LTD. Provision of endorsements and guarantees to others Year ended December 31, 2020

No.
(Note 1)
TABLE 2
Endorser/guarantor Partybeingendorsed/guaranteed Partybeingendorsed/guaranteed Limit on
endorsements/
guarantees provided
for a single party
(Note 3)
Maximum
outstanding
endorsement/
guarantee amount as
of December 31, 2020
(Note 4)
Outstanding
endorsement/
guarantee amount
at December 31,
2020
(Note 5)
Actual amount
drawn down
(Note 6)
Amount of
endorsements
/ guarantees
secured with
collateral
Ratio of accumulated
endorsement/ guarantee
amount to net asset
value of the endorser/
guarantor company (%)
Ceiling on total
amount of
endorsements/
guarantees
provided
(Note 3)
Provision of
endorsements/
guarantees by
parent company
to subsidiary
(Note 7)
Provision of
endorsements/
guarantees to
the party in
Mainland China
(Note 7)
Footnot
e
Provision of
endorsements/
guarantees by
subsidiary to
parent company
(Note 7)
Expressed in thousands of TWD
(Except as otherwise indicated)
Provision of
endorsements/
guarantees to
the party in
Mainland China
(Note 7)
Footnot
e
Provision of
endorsements/
guarantees by
subsidiary to
parent company
(Note 7)
Expressed in thousands of TWD
(Except as otherwise indicated)
Provision of
endorsements/
guarantees to
the party in
Mainland China
(Note 7)
Footnot
e
Provision of
endorsements/
guarantees by
subsidiary to
parent company
(Note 7)
Expressed in thousands of TWD
(Except as otherwise indicated)
Companyname Relationship
with the
endorser/
guarantor
(Note 2)
0 Hota Industrial
Manufacturing CO.,
LTD.
Howon(Whaian)autom
obile components
Company Limited
(2) 1,270,512
$
313,280
$
313,280
$
313,280
$
-
$
4.93% 2,541,023
$
Y N N
0 Hota Industrial
Manufacturing CO.,
LTD.
Wuxi Hoda Precision
gear Company Limited
(2) 1,270,512 199,360 199,360 199,360 - 3.14% 2,541,023 Y N N

Note 1: The numbers filled in for the loans provided by the Company or subsidiaries are as follows:

  • (1)The Company is ‘0’.

  • (2)The subsidiaries are numbered in order starting from ‘1’.

Note 2: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following seven categories; fill in the number of category each case belongs to:

  • (1).A company with which the Company conducts business.

  • (2).A company in which the Company directly, and indirectly, holds more than 50% of the voting shares.

  • (3).A company which directly, and indirectly, holds more than 50% of the voting shares in the Company.

  • (4).Companies in which the Company directly, and indirectly, holds more than 90% of the voting shares.

  • (5).A company fulfilling its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project.

  • (6).A company where all capital contributing shareholders make endorsements/guarantees for their jointly invested company in proportion to their shareholding percentages.

  • (7).Companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other.

  • Note 3: The guarantees and endorsements for a single party should not exceed 20% of the Company’s net assets, The ceiling on total amount of endorsements/guarantees provided to others

by the Company is 40% of the Company's net assets.

  • Note 4: The maximum balance of the endorsement guarantee for others in the current year.

  • Note 5: The ending balances of Howon automobile components and Wuxi Hoda's endorsement guarantee are USD 11,000 thousand and USD 7,000 thousand, respectively, which are calculated based on the original exchange rate.

  • Note 6: Should enter the actual amount spent by the endorsed company within the range of the endorsed guarantee balance.

  • Note 7: Y is required only for those who belong to the parent company of the listed counter to endorse the subsidiary company, those who belong to the subsidiary company to endorse the parent company of the listed counter, and those who belong to the mainland area

271

Hota Industrial Manufacturing CO., LTD.

Holding of marketable securities (not including subsidiaries, associates and joint ventures) December 31, 2020

TABLE 3

Expressed in thousands of TWD (Except as otherwise indicated)

Securities held by Types of
marketable
securities
Name of marketable securities Relationship with the
securities issuer
General
ledger account
As of Dece mber 31,2020 Footnote
Number of
shares
Book value Owner
ship
Fair value
Hota Industrial
Manufacturing CO., LTD.
Hota Industrial
Manufacturing CO., LTD.
Hota Industrial
Manufacturing CO., LTD.
Howin Precision Company
Limited
Hozuan investment
Company Limited
Hota Industrial
Manufacturing CO., LTD.
Hota Industrial
Manufacturing CO., LTD.
Hota Industrial
Manufacturing CO., LTD.
Hota Industrial
Manufacturing CO., LTD.
Howin Precision Company
Limited
Stock
Stock
Stock
Stock
Stock
Stock
Stock
Stock
Ball card
Stock
Shin Kong Financial Holding Co.,
Ltd.(2888)
World Known MGF (Cayman) Limited
Hwa Fong Rubber Ind. Co., Ltd.(2109)
Hwa Fong Rubber Ind. Co., Ltd.(2109)
Hwa Fong Rubber Ind. Co., Ltd.(2109)
BMB Venture Capital Investment
Corporation
world known mfg. co., ltd.
MAIN DRIVE CORPORATION
TAICHUNG INTERNATIONAL
ENTERTAINMENT CORPORATION
Hoga Industry CO.,LTD.,
-
-
The chairman of the company is the
chairman of the company
The chairman of the company is the
chairman of the company
The chairman of the company is the
chairman of the company
The chairman of the company is the
chairman of the company
-
The chairman of the company is a
director of the company
The chairman of the company is a
director of the company
The chairman of the company is a
director of the company
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
Evaluation adjustment
Financial assets at fair value through other
comprehensive income – noncurrent
Financial assets at fair value through other
comprehensive income – noncurrent
Financial assets at fair value through other
comprehensive income – noncurrent
Financial assets at fair value through other
comprehensive income – noncurrent
Financial assets at fair value through other
comprehensive income – noncurrent
Evaluation adjustment
3,074,757
592,000
2,040,000
510,000
2,858,740
3,223,881
689,189
3,360,000
-
508
30,510
$ 5,921
46,566
11,809
57,153
-
-
-
-
-
9.03
4.05
12.84
0.09
7.93
27,089
$ 22,022
26,928
6,732
37,735
151,959
31,453)
(
120,506
$
12,470
$ 9,776
27,454
7,950
6,766
120,506
$
33,142
$ 7,831
33,600
3,010
5,046
82,629
18,213)
(
64,416
$
64,416
$
  • Note 1 The securities mentioned in this table refer to the stocks, bonds, beneficiary certificates and securities derived from the above items that fall within the scope of the International Financial Reporting Standard No. 9 "Financial Instruments". Note 2 If the securities issuer is not a related party, this column is not required.

  • Note 3 If measured by fair value, please fill in the book value of column B after fair value evaluation adjustments and deduct accumulated impairment; if it is not measured by fair value, please fill in the original acquisition cost or amortized cost after deduction of accumulated impairment in the book value column B The book balance.

  • Note 4 The listed securities have users who are restricted due to the provision of guarantees, pledged loans, or other agreed upon agreement. The remarks column should indicate the number of guarantees or pledged shares, the amount of guarantees or pledges, and the circumstances of restricted use.

272

Hota Industrial Manufacturing CO., LTD. Significant inter-company transactions during the reporting period For the year ended December 31, 2020

Number
(Note 1)
TABLE 4
Companyname Counterparty Relationship
(Note 2)
Transaction Transaction Percentage of
consolidated total
operating
revenues or total
assets(Note3)
Footnote
0.46%
Note
45
0.60%
Note
45
1.12%
Note
45
0.13%
Note
45
0.10%
Note
45
0.07%
Note
45
Expressed in thousands of TWD
(Except as otherwise indicated)
Percentage of
consolidated total
operating
revenues or total
assets(Note3)
Footnote
0.46%
Note
45
0.60%
Note
45
1.12%
Note
45
0.13%
Note
45
0.10%
Note
45
0.07%
Note
45
Expressed in thousands of TWD
(Except as otherwise indicated)
General ledger account Amount Transaction terms Percentage of
consolidated total
operating
revenues or total
assets(Note3)
0
0
0
0
0
0
Hota Industrial Manufacturing CO.,
LTD.
Hota Industrial Manufacturing CO.,
LTD.
Hota Industrial Manufacturing CO.,
LTD.
Hota Industrial Manufacturing CO.,
LTD.
Hota Industrial Manufacturing CO.,
LTD.
Hota Industrial Manufacturing CO.,
LTD.
HOTATECH INC.
HOTATECH INC.
Howin Precision Company Limited
Howin Precision Company Limited
Wuxi Hoda Precision gear Company
Limited
Wuxi Hoda Precision gear Company
Limited
1
1
1
1
1
1
Sales
Commission expense
processing cost
Accounts payable
Sales
Accounts receivable
23,995
$ 31,455
58,309
24,400
18,171
12,741
According to the general price
and conditions, the payment
will be collected within 180
days after shipment.
Based on the sales of specific
models shipped by the parent
company to specific customers,
calculated according to a
certain percentage.
According to the general
processing price and
conditions, payment will be
made within 120 days after
acceptance.
Payment within 120 days after
acceptance.
According to the general price
and conditions, the payment
will be collected within 180
days after shipment.
Payment is received within 180
days after shipment.
0.46%
0.60%
1.12%
0.13%
0.10%
0.07%
Note
45
Note
45
Note
45
Note
45
Note
45
Note
45

Note 1: The numbers filled in for the transaction company in respect of inter-company transactions are as follows: (1)Parent company is ‘0’. (2)The subsidiaries are numbered in order starting from ‘1’. Note 2: Relationship between transaction company and counterparty is classified into the following three categories: (1) Parent company to subsidiary. (2)Subsidiary to parent company. (3)Subsidiary to subsidiary. Note 3: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount for the year to consolidated total operating revenues for income statement accounts. Note 4: Transaction amounts account for at least NT$10 million.

273

Hota Industrial Manufacturing CO., LTD. Information on investees December 31, 2020

TABLE 5

Expressed in thousands of TWD (Except as otherwise indicated)

Investor Investee
Note 12
Location
Main business activities
Initial investment amount Sharesheld as atDecember31,2020 Net profit (loss)
of the investee for
the year ended
December 31, 2020
Note 2
Investment income
(loss) recognised
by the Company
for the year ended
December 31, 2020
Note 2
Footnote
as at December
31,
as at
December31,
Numberofshares
p
(%)
Bookvalue
Hota Industrial
Manufacturing CO., LTD.
Hota Industrial
Manufacturing CO., LTD.
Hota Industrial
Manufacturing CO., LTD.
Hota Industrial
Manufacturing CO., LTD.
Hota Industrial
Manufacturing CO., LTD.
Hota Industrial
Manufacturing CO., LTD.
Hota Industrial
Manufacturing CO., LTD.
Hota Industrial
Manufacturing CO., LTD.
Hota Industrial
Manufacturing CO., LTD.
Hozuan investment
Company Limited
Howin Precision Company
Limited
HOTATECH,INC.
Hozuan investment Company
Limited
Taiwan
Investment activities
CAPTAIN HOLDING CO.,
LTD.
Seychelles
Holding company
HOTATECH,
INC.
USA
Sell various precision gears for
automobiles and reinvest USA Unison
Investment Co., Inc. for selling various
precision gears of automobiles
Howin Precision Company
Limited
Taiwan
Manufacturing of internal combustion
engines and piston rings for
automobiles and motorbikes, and
wholesale of hardware parts and metal
parts
Juda Intelligent Technology
Taiwan
Manufacturing and selling various
precision Gears and shafts for
automobiles
KAO FONG MACHINERY
CO., LTD
Taiwan
Manufacturing and trading of various
machine tools, plastic injection molding
machines, hand tools and mechanical
equipment, etc.
TAIWAN PYROLYSIS &
ENERGY REGENERATION
CORP.
Taiwan
Removal, storage and treatment of
general and hazardous industrial waste.
TAKAWA SEIKI, INC.
USA
Machinery traders and agents.
LING WEI CO., Ltd.
Taiwan
Hardware wholesale industry.
KAO FONG MACHINERY
CO., LTD
Taiwan
Manufacturing and trading of various
machine tools, plastic injection molding
machines, hand tools and mechanical
equipment, etc.
KAO FONG MACHINERY
CO., LTD.
Taiwan
Manufacturing and trading of various
machine tools, plastic injection molding
machines, hand tools and mechanical
equipment, etc.
UNISON INVESTMENT CO.,
INC.
USA
Sell various of precision gears for
automobiles.
167,190
$ 167,190
$ 326,073
326,073
173,638
173,638
41,450
41,450
5,000
5,000
11,400
11,400
12,500
12,500
3,607
3,607
24,413
24,413
187,141
182,323
677
677
82,236
82,236
25,221,000
100.00
300,309
$ 10,602,990
100.00
158,697
530,200
100.00
217,917
7,305,147
61.05
83,835
500,000
83.33
4,994
838,878
0.78
15,984
375,000
25.00
-
120,000
40.00
3,472
2,441,250
45.00
29,723
16,501,826
15.28
273,236
49,471
0.05
942
236,341
100.00
60,640)
(
2,725)
($ 2,725)
($ 12,872)
(
12,872)
(
4,895
4,895
1,357)
(
829)
(
29)
(
24)
(
12,227)
(
95)
(
-
-
1,345
537
136
62
12,227)
(
1,868)
(
12,227)
(
5)
(
-
-
SUBSIDIARIES(Note 4)
SUBSIDIARIES(Note 4)
SUBSIDIARIES(Note 4)
SUBSIDIARIES(Note 4)
SUBSIDIARIES(Note 4)
Invested company evaluated
by equity method(Note 3)
Invested company evaluated
by equity method(Note 1)
Invested company evaluated
by equity method
Invested company evaluated
by equity method
Invested company evaluated
by equity method(Note 23)
Invested company evaluated
by equity method(Note 23)
Second-tier Subsidiary(Note
24)

Note 1 The book value of the long-term investment is the balance after the impairment loss of RMB 3,736 thousand has been recognized. Note 2 Recognize investment gains and losses through each subsidiary. Note 3 KAO FONG MACHINERY CO., LTD.is jointly held by Hota Industrial Manufacturing CO., LTD. And Howin Precision Company Limited andHozuan investment Company Limited, Its total shareholding ratio is 16.11%, and the investment loss recognized by the Group totals 1,968 thousand yuan. Note 4 The transactions were eliminated when preparing the consolidated financial statements.

274

Hota Industrial Manufacturing CO., LTD. INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2020

TABLE 6

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Amount remitted from Taiwan to Mainland China/ Amount remitted back to Taiwan for the year ended December 31, 2020

Investee in
Mainland China
Wuxi Hoda Precision
gear Company Limited
Main business activities
Manufacturing and sell
various of precision gears for
automobiles and motorbikes
Paid-in capital
170,880
$
Investment
method
Note1
Accumulated amount
of remittance from
Taiwan to Mainland
China as of January 1,
2020
Remitted to
Mainland
China
Remitted
back to
Taiwan
Accumulated
amount of
remittance from
Taiwan to Mainland
China as of
December 31,2020
Net income of
investee for
the year
ended
December 31,
2020
Ownership
held by the
Company
(direct or
indirect)
Investment
income (loss)
recognised by
the Company for
the year ended
December 31,
2020
Book value of
investments in
Mainland China
as of December
31,2020
Accumulated
amount of
investment
income remitted
back to Taiwan
as of December
31,2020
Footnote
1 165,184
$
-
$
-
$
165,184
$
8,319)
($
100.00 8,319)
($
45,693
$
-
$
Note
24
Howon(Whaian)automob
ile components Company
Limited
Manufacturing and selling of
automobile gearboxes and gears
301,888 2 301,888 - - 301,888 9,806)
(
100.00 9,806)
(
174,117 - Note
34

Note 1 Investment methods are classified into the following three categories: (1)Directly invest in a company in Mainland China.

(2)Investments through a holding company registered in a third region. (3)Others.

Note 2 Wuxi Hoda Precision gear Company Limited the paid-in capital is US$6,000,000, accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2020 is US$5,800,000. Note 3 Howon(Whaian)automobile components Company Limited the paid-in capital is US$10,600,000,accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2020 is US$10,600,000. Note 4 Paid-in capital was converted at the exchange rate of NTD 28.48: USD 1 prevailing on December 31, 2020.

Company name Accumulated amount of remittance
from Taiwan to Mainland China as
of December 31,2020
$ 467,072
$ 3,811,535
Investment
amount
approved by
the Investment
Commission of
Ceiling on
investments in
Mainland China
imposed by the
Investment
Hota Industrial
Manufacturing CO., LTD.
$ 467,072

Note 1 According to the limit stipulated in the letter No. 006130 of the Securities and Futures Commission (90) of the SFC of the Ministry of Finance of the Ministry of Finance on November 16, 2001. Note 2 Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2020 is US$16,400,000.

275

Name of Major Shareholder
Number of Shares
Percentage of Ownership (%)
Cathay Life Insurance Co., Ltd.
15,273,823
6.00%
Hota Industrial Manufacturing CO., LTD.
INFORMATION OF MAJOR SHAREHOLDERS
DECEMBER 31, 2020
TABLE 7
Shares
Name of Major Shareholder
Number of Shares
Percentage of Ownership (%)
Cathay Life Insurance Co., Ltd.
15,273,823
6.00%
Hota Industrial Manufacturing CO., LTD.
INFORMATION OF MAJOR SHAREHOLDERS
DECEMBER 31, 2020
TABLE 7
Shares
Number of Shares
Cathay Life Insurance Co., Ltd. 15,273,823

276

Statements 1
Items
Petty cash
Checkings and savings
Foreign currency deposits JPY
HOTA INDUSTRIAL MFG. CO., LTD.
Cash and Cash Equivalents
December 31, 2020
Expressed in Thousands of New Taiwan Dollars
Abstract
Amount
$ 290
253,061
44,195,000Exchange rate 1:0.276
USD 11,029,000Exchange rate
1:28.48
EUR 2,747,000Exchange rate
1:35.02
CNY 1,665,000Exchange rate
1:4.377
THB 5,255,000 Exchange rate 1:0.956
434,210
$ 687,561

277

HOTA INDUSTRIAL MFG. CO., LTD.

Accounts Receivable - Net December 31, 2020

Accounts Receivable-Net
December 31, 2020
Accounts Receivable-Net
December 31, 2020
Statements 2
Customers Name
Customer A
Customer B
Customer
Others
Less:
Allowance for
doubtful
accounts
Expressed in Thousands of New Taiwan Dollars
Abstract
Amount
Remarks
$ 849,355
585,532
154,172
482,809
2,053,820
Balance
of
each
individual customer
exceeds no more than
5% of the account.
(
12,486)
$ 2,041,334
(

$

278

HOTA INDUSTRIAL MFG. CO., LTD.

Inventories

December 31, 2020

Statements 3

Statements 3 Inventories
December 31, 2020
Items
Raw materials
$ Work in process
Finished goods
Less: Allowance for inventory
valuation and obsolescence losses
Expressed in
Amount
Costs
Net realizable value
393,470
$ 516,906
733,801
851,122
622,969
741,764
1,750,240 (
74,202)
$ 2,109,792
$ 1,676,038
Thousands of New Taiwan Dollars
Secured by market price
Replacement cost
Net realized value
Net realized value

279

HOTA INDUSTRIAL MFG. CO., LTD. Movements of Investments for Using Equity Method From January 1, 2020 To December 31, 2020

Statements 4

Statements 4 HOTA INDUSTRIAL MFG. CO., LTD.
Movements of Investments for Using Equity Method
From January 1, 2020 To December 31, 2020

Items
Long-term equity investment for
using equity method:
HOZUAN INVESTMENT
CO., LTD.
CAPTAIN HOLDING., LTD.
WUXI HOTA PRECISION
GEAR CO., LTD.
HOWIN PRECISION CO.,
LTD.
HOTATECH, INC.
JUDA INTELLIGENT TECH
CO., LTD.
KAO FONG MACHINERY
CO., LTD.
TAIWAN PYROLYSIS &
ENERGY REGENERATION
CORP.
LING WEI CO., LTD.
TAKAWA SEIKI, INC.
Less: accumulated impairment



Balance, beginning of year
Shares
Amount
Shares
25,221
$ 296,484
10,603
167,487
-
53,306
7,305
86,752
530
224,527
500
5,019
839
16,271
375
3,736
2,441
32,102
120

3,108
888,792
(
3,736)
$ 885,056
Additions

Deductions

Amount
Shares
Amount
Shares
-
$ 10,562
-
($ 6,737)
25,221
-
-
-
(
8,790)
10,603
-
-
-
(
7,613)
-
-
1
-
(
2,918)
7,305
-
-
-
(
6,610)
530
-
-
-
(
25)
500
-
33
-
(
321)
839
-
-
-
-
375
-
61
-
(
2,440)
2,441
-
537
-
(
174)
120
11,194
(
35,628)

-

-
$ 11,194
($ 35,628)
Expressed in Thousands of New Taiwan Dollars
Balance, end of year

Equities
Shareholding ratio Amount
Unit price
Total price
Collateralized
or pledged
100%
$ 300,309
11.91
$ 300,309
None
100%
158,697
15.60
158,697
None
100%
45,693
-
45,693
None
61.05%
83,835
11.48
83,835
None

100%
217,917
420.30
217,917
None

83.33%
4,994
9.99
4,994
None

0.78%
15,984
19.05
15,984
None

25%
3,736
9.96
3,736
None
45%
29,723
12.18
29,723
None

40%

3,472
28.93

3,472
None
864,360
864,360
(
3,736)
(
3,736)
$ 860,624
$ 860,624
-
-
-
-
-
-
-
-
-
-






100%
100%
100%
61.05%
100%
83.33%
0.78%
25%
45%
40%

280

HOTA INDUSTRIAL MFG. CO., LTD. Movements of Property, Plant and Equipment From January 1, 2020 To December 31, 2020

Statements 5

Expressed in Thousands of New Taiwan Dollars

Balance, beginning of year Balance, end of year

Collateralized

Items Original cost Revaluation reserve Additions Deductions Transfers Original cost Revaluation reserve or pledged Please refer to Note 6(8) and 8 for information of Property, plant and equipment .

281

HOTA INDUSTRIAL MFG. CO., LTD.

Movements of Accumulated Depreciation on Property, Plant and Equipment From January 1, 2020 To December 31, 2020

Statements 6

Expressed in Thousands of New Taiwan Dollars

Items

Balance, beginning of year Additions Deductions Transfers Balance, end of year Please refer to Note 6(8) and 8 for information of Property, plant and equipment .

282

HOTA INDUSTRIAL MFG. CO., LTD.

Short-term Borrowings December 31, 2020

Statements 7

Expressed in Thousands of New Taiwan Dollars

Types of loans
Description
Balance, end of
year
Term of Contract
Range of
interest rate
Pledged or
Collateralized
Remarks
First Bank
Collateralized
borrowing
Taiwan Business Bank
Collateralized
borrowing
Taipei Fubon Bank
Credit loan
First Bank
Credit loan
E.SUN Bank
Credit loan
Hua Nan Bank
Credit loan
EnTie Bank
Credit loan
Land Bank of Taiwan
Credit loan
Bank SinoPac
Credit loan
Mega International
Commercial Bank
Credit loan
Cathay United Bank
Credit loan
Chang Hwa Bank
Credit loan
$ 120,000
Dec. 31, 2020 ~ Jan. 29, 2021
0.92%
Land, Buildings
14,464
Dec. 17, 2020 ~ Jun. 15, 2021
0.85%
Machinery
equipment
134,464
100,000
Nov. 25, 2020 ~ Mar. 6, 2021
0.92%
95,906
Nov. 18, 2020 ~ Jun. 21, 2021
1.06%~1.11%
180,000
Oct. 14, 2020 ~ Mar. 3, 2021
0.68%~0.80%
130,000
Nov. 20, 2020 ~ Mar. 30, 2021
0.93%~0.95%
200,000
Oct. 26, 2020 ~ Mar. 25, 2021
1.06%
50,000
Dec. 4, 2020 ~ Mar. 3, 2021
1.01%
300,000
Dec. 4, 2020 ~ Mar. 4, 2021
1.08%
100,000
Jul. 28, 2020 ~ Jan. 24, 2021
1.051%
270,000
Dec. 25, 2020 ~ Jan. 25, 2021
0.90%
250,000
Dec. 23, 2020 ~ Jan. 27, 2021
1.18%

283

Bangkok Bank

Credit loan 40,000 Aug. 5, 2020 ~ Feb. 1, 2021 1.25% 1,715,906 $ 1,850,370

284

HOTA INDUSTRIAL MFG. CO., LTD.

Accounts Payable December 31, 2020

Statements 8
Name of Supplier

Supplier A
Supplier B
Supplier C
Supplier D
Others
Total
Expressed in Thousands of New Taiwan Dollars
Abstract
Amount
Remarks
$ 47,232
37,949
32,790
24,400
295,800
Balance of each
individual supplier
exceeds no more
than 5% of the
account.
$ 438,171

285

HOTA INDUSTRIAL MFG. CO., LTD.

Notes Payable

December 31, 2020

Statements 9

Expressed in Thousands of New Taiwan Dollars

Name of Supplier Supplier A

Abstract

Amount Remarks $ 425,000

286

HOTA INDUSTRIAL MFG. CO., LTD.

Long-term Loans December 31, 2020

Statements 10

Statements 10 HOTA INDUSTRIAL MFG. CO., LTD.
Long-term Loans
December 31, 2020
HOTA INDUSTRIAL MFG. CO., LTD.
Long-term Loans
December 31, 2020

Lender
Abstract
Syndication of 9 banks,
Syndicated
including E.SUN Bank
Taiwan Business Bank
Hua Nan Bank
O-Bank
Land Bank of Taiwan
Chang Hwa Bank
Taiwan Cooperative Bank
First Bank
Shanghai Commercial
& Savings Bank
Amount of loans

secured loan
Secured loan
Secured loan
Secured loan
Secured loan
Secured loan
Secured loan
Secured loan
Secured loan
Expressed in Thousands of New Taiwan Dollars
Term of Contract
Interest rate
Pledged or Collateralized
Remarks
$ 1,333,704
Jul. 15, 2016~Jul. 22, 2022
1.79%
Plant, office buildings and machinery
equipment
595,419
Mar. 17, 2017~Nov. 28, 2032
0.00%~1.30%
Land and machinery
equipment
155,467
Jun. 3, 2016~May 24, 2024
1.12%
Machinery equipment
50,240
Apr. 15, 2015~Apr. 15, 2022
1.21%
Machinery equipment
1,074,802
Mar. 25, 2016~Sep. 27, 2038
1.09%~1.34%
Land, buildings and
machinery equipment
353,468
Feb. 26, 2016~May 30, 2039
1.13%~1.31%
Land and machinery
equipment
242,494
Mar. 25, 2016~Aug. 31, 2021 1.30%~1.50%
Land, buildings and
machinery equipment
132,960
Dec. 13, 2019~Nov. 15, 2029 0.10%
Machinery equipment
68,404
Apr. 26, 2017~Nov. 15, 2022 1.15%
Machinery equipment
4,006,958
(Continued)

287

HOTA INDUSTRIAL MFG. CO., LTD. - Long term Loans (continued) December 31, 2020

Statements 10

Expressed in Thousands of New Taiwan Dollars

Lender
Abstract
Amount of loans
Term of Contract Remarks
Interest rate
Pledged or Collateralized
JihSun Bank
Unsecured loan
O-Bank
Unsecured loan
Yuanta Bank
Unsecured loan
First Bank
Unsecured loan
Taiwan Business Bank
Unsecured loan
Taishin International Bank
Unsecured loan
Taiwan Cooperative Bank
Unsecured loan
Mizuho Bank
Unsecured loan
Agricultural Bank of Taiwan
Unsecured loan
Less: Long-term loans due
within one year
(
Less: Government grants
discount
(
$ 200,000
Aug. 26, 2020~Feb. 26, 2021
1.05%
162,353
Mar. 17, 2015~Aug. 25, 2022
0.83%~1.21%
75,000
Jul. 23, 2018~Jul. 22, 2021
0.98%
239,286
Jul. 18, 2019~Jul. 18, 2026
0.10%
200,000
May 28, 2019~May 15, 2026
0.00%
100,000
Sep. 11, 2020~Oct. 12, 2020
1.10%
745,431
Aug. 15, 2019~Aug. 31, 2020
0.90%
560,000
Oct. 30, 2020~Mar. 25, 2021
0.95%
100,000
Oct. 26, 2020~Oct. 26, 2021
0.90%
2,382,070

1,997,512)

46,789)
$ 4,344,727

288

HOTA INDUSTRIAL MFG. CO., LTD.

Operating Revenues

From January 1, 2020 To December 31, 2020

Statements 11

Expressed in Thousands of New Taiwan Dollars

Items
Unit
Gear and shaft for
motorcycles
In thousands
Gear and shaft for
automobiles
In thousands
Gear and shaft for others
In thousands
Less: Sales returns and
allowances
Quantity
477
6,728
971
(
$ Amount
272,415
4,259,974
309,624
4,842,013
54,773)
4,787,240
Remarks

$

289

HOTA INDUSTRIAL MFG. CO., LTD. Operating Costs From January 1, 2020 To December 31, 2020

Statements 12

Expressed in Thousands of New Taiwan Dollars

Beginning raw
materials and
supplies
Add: Material purchased for
current period
Gain on materials and
supplies inventory
Less: Ending balance of raw
materials and supplies
(
Raw materials and supplies
sold
(
Transferred into various
expenses
(
Raw materials and supplies
consumed for current period
Direct labor
Manufacturing overhead
Production costs
Add: Beginning work in process
Material purchased for current
period
Transferred from finished
goods
Less: Ending balance of work in
process
(
Semi-finished goods sold
(
Cost of finished goods
Add: Beginning finished goods
Finished goods purchased for
current period
Gain on finished goods
inventory
Less: Ending balance of finished
goods
(
Reclassified as work in process
(
Reclassified as fixed assets
(
Transfer into various expenses
(
Cost of production and sales
Add: Cost of raw materials and
supplies sold
Semi-finished goods sold
Gain on physical inventory
(
Allowance for inventory
valuation and obsolescence
losses
Less: Revenue from sale of scraps
(
Operating costs
Amount
$ 469,991
1,118,906
31

393,470)

13,504)

3,513)
1,178,441
311,035
2,270,718
3,760,194
729,822
62,411
2,402,488

733,801)

13,644)
6,207,470
593,541
2,691
56

622,969)

2,402,488)

88,276)

11,721)
3,678,304
13,504
13,644

87)
6,106

42,070)
$ 3,669,401

290

HOTA INDUSTRIAL MFG. CO., LTD.

Manufacturing Overhead

From January 1, 2020 To December 31, 2020

Statements 13

Statements 13
Items
Processing costs
Depreciation expense
Salaries and wages
Other expenses
Abstract Amount
Remarks
$ 977,920
550,431
120,016
Expressed in Thousands of New Taiwan Dollars
622,351
Each individual
account exceeds no
more than 5% of the
account.
$ 2,270,718

291

HOTA INDUSTRIAL MFG. CO., LTD.

Operating Expenses

From January 1, 2020 To December 31, 2020

Statements 14

Expressed in Thousands of New Taiwan Dollars


Research
Items
Sales and marketing expenses
Salaries and
wages
$ 38,512
Shipping expenses
222,215
Commission
expenses
52,655
Export charges
84,058
Other expenses

54,282
$ 451,722

administrative expenses

development expenses
$ 47,022
-
-
-

61,609
$ 108,631

$
General and
Total
Remarks
140,404
222,216
52,655
84,058
Each individual
account exceeds no
more than 5% of the
account.
158,387
657,720

$ 54,870
1
-
-

42,496
$ 97,367
$

292

HOTA INDUSTRIAL MFG. CO., LTD.

Other Gains and Losses From January 1, 2020 To December 31, 2020

Statements 15
Expressed in Thousands of New Taiwan Dollars
Items Abstract Amount Remarks
Please refer to Note 6(26) for information ofOther Gains and Losses.

293

HOTA INDUSTRIAL MFG. CO., LTD.

Finance Cots

From January 1, 2020 To December 31, 2020 Statements 16 Items Abstract Amount Remarks Please refer to Note 6(27) for information of Finance Costs .

Expressed in Thousands of New Taiwan Dollars

294

HOTA INDUSTRIAL MFG. CO., LTD.

Functional Summary of Employee Benefit, Depreciation, Depletion and Amortization Occurred in Current Period

From January 1, 2020 To December 31, 2020

Statements 17

Expressed in Thousands of New Taiwan Dollars

By function 2020 2020 2020 2019 2019 2019
Attributable to
operating costs
Attributable to
operating expenses

Total
Attributab
le to
Attributable to
operating expenses
Total
Please refer to Note 6(28) (29) for information ofFunctional Summary of Employee Benefit, Depreciation, Depletion and Amortization Occurred in Current
Period.
  • (VI) Whether there is Financial Difficulties by Insufficient Cash Flow in the Company and Its Related Companies in the Most Recent Year and up to the Date of Publication: No such occurrence in the Company.

295

VII. Review and Analysis of Financial Condition and Financial Performance and Risks (I) Financial Position

Unit: NTD Thousands

Financial Position
Unit: NTD Thousands Unit: NTD Thousands
Year
Item

2020
2019 Difference
Amount %
Liquid Assets 5,409,457
5,143,310

266,147

5.17
Long-Term Investments 387,805
399,246

(11,441)

(2.87)
Property, Plant and
Equipment
11,540,853
10,672,421

868,432

8.14
Other Assets 1,013,060
940,875

72,185

7.67
Total Assets 18,351,175
17,155,852

1,195,323

6.97
Liquid Liabilities 6,426,290
4,843,688

1,582,602

32.67
Non-Liquid Liabilities 5,517,842
5,687,236

(169,394)

(2.98)
Total Liabilities 11,944,132
10,530,924

1,413,208

13.42
Stock Capital 2,545,175
2,549,565

(4,390)

(0.17)
Capital Surplus 1,906,479
1,916,204

(9,725)

(0.51)
Retained Earnings 1,936,020
2,151,043

(215,023)

(10.00)
Other Equities (35,116)
(48,236)

13,120

(27.20)
Equity Attributable to
Owners of the Parent
6,352,558
6,568,576

(216,018)

(3.29)
Non-Controlling Interests 54,485
56352

(1,867)

(3.31)
Total Shareholders’ Equity 6,407,043
6,624,928

(217,885)

(3.29)
Note: Where there is a chance with increase/decrease at more than 20% and the amount of such change is
more than NTD 10,000,000 shall be analyzed as follows.
Liquid Liabilities: Increase in long-term borrowings mature within a year.
Other Equities: Loss resulting from difference in foreign currencies conversion or loss resulting from
failure of realizingloss on valuation for financial assets.

296

(II) Financial Performance

Unit: NTD Thousands

Year
Item
2020 2019 Increase
(Decrease)
Amount
Change
Proportion (%)
Operating Revenue 5,211,042 5,968,347 (757,305) (12.69)
Operating Cost (4,038,224) (4,295,987) 257,763 (6.00)
Operating Margin 1,172,818 1,672,360 (499,542) (29.87)
Operating Expense (776,207) (853,831) 77,624 (9.09)
Operating Profit 396,611 818,529 (421,918) (51.55)
Non-Operating Income
andExpense
(72,563) (73,610) 1,047 (1.42)
Income before Tax 324,048 744,919 (420,871) (56.50)
Income Tax Expense (38,488) (91,870) 53,382 (58.11)
Current Net Profit 285,560 653,049 (367,489) (56.27)
Net Profit Attributable
to Owners of the
Parent
286,094 649,123 (363,029) (55.93)
Net Profit Attributable
to Non-Controlling
Interests
(534) 3,926 (4,460) (113.60)
Where the increase or decrease ratio reaches 20% or more, such increase/decrease shall be analyzed as
follows:
Operating Margin: The Company experienced decrease in margin from sale of goods due to the revenue
plummeting resulting from global impacts by COVID-19 and higher fixed costs of
the Company.
Operating Profit: Operating Profit is decreased due to decrease in orders without decrease in costs
accordingly.
Income before Tax: It is resulted from decrease in profits due to decreased revenue, and the loss through
exchange of foreign currencies.
Income Tax Expense: It is decreased due to decreased currentprofits.

(III) Cash Flow

1. Analysis on Liquidity of the Most Recent Fiscal Year

Year
Item
2020 2019 Increase
(Decrease)
Proportion(%)
Cash Flow Ratio(%) 17.05 6.44 10.61
Cash Flow Sufficiency
ratio(%)
36.39 36.70 (0.31)
Cash Re-Investment
Rate(%)
3.83 (3.80) 7.63

297

2. Cash Liquidity for the Coming Fiscal Year

Unit: NTD Thousands

Unit: NTD Thousands Unit: NTD Thousands
Beginning
Cash
Balance (1)
Full-Year
Net Cash
Flow from
the
Operating
Activities
(2)
Estimated
Full Year Net
Cash Flow
(3)
Estimated
Amount in
Cash Balance
(Deficit)
(1)+(2)-(3)
Redemptive
Measures for Cash
Insufficiency
Investm
ent
Plans
Financin
g Plans
268,812 994,521 222,673 1,040,660 - -

Descriptions:

  • (1) Cash Flow Variation in the Coming Fiscal Year (2021)

  • A. Operating Activities

    • It is estimated that the revenue and profit will continue to grow in 2021, furthermore increasing the net cash flow provided by operating activities.
  • B. Full-Year Cash Uses

    • a. Mainly used in the estimated purchases of machinery for Chiayi 3[rd] Plant.

    • b. Mainly used in distribution of cash dividend for shareholders and directors and employees’ compensation. Mainly used in distribution of cash dividend for shareholders and directors and employees’ compensation.

  • (2) Estimated Redemptive Measures in Event of Insufficient Cash and Fluidity Analysis: None.

(IV) The impact of any material capital expenditures over the most recent fiscal year upon the Company's financial and operating condition:

  1. Status of Use for Material Capital Expenditures and Source of Capital:

Unit: NTD Thousands

Plan Item
Actual or
Estimated
Capital
Source
Estimate
d Date
of
Constru
ction
Complet
ion
Intelligent
Production
Line for
Chiayi 3rd
Plant
Self-owned
Capital or
Bank
Borrowings
2023
Expectations on Potential Benefits:
Plan Item Actual or
Estimated
Capital
Source
Actual or
Estimated
Capital
Source
Estimate
d Date
of
Constru
ction
Complet
ion
Total of
Capital
Required
Actual or ExpectedStatus ofUse forCapital Actual or ExpectedStatus ofUse forCapital Actual or ExpectedStatus ofUse forCapital Actual or ExpectedStatus ofUse forCapital Actual or ExpectedStatus ofUse forCapital Actual or ExpectedStatus ofUse forCapital
2021 2022 2023
Intelligent
Production
Line for
Chiayi 3rd
Plant
Self-owned
Capital or
Bank
Borrowings
2023 2,450,000 735,000 1,470,000 245,000
Benefits:
Plan Item Estimates
byYear
Operational
Items
Production
Volume
Sales Volume Sales Margin
Intelligent
Production
Line forChiayi
3rdPlant
2021 Gears and
Transmission
Components
769K PCs 725K PCs 623,500 187,050
2022 2,461K PCs 2,320K PCs 1,995,200 598,560
2023 3,076K PCs 2,900K PCs 2,494,000 748,200

2. Expectations on Potential Benefits:

298

(V) The Company's policy for the most recent fiscal year on investments in other companies, the main reasons for profit/losses resulting therefrom, plans for improvement, and investment plans for the coming fiscal year

for the coming fiscal year
Unit: NTD Thousands
Descriptions
Item
Investment
Amount
Policy Main Reason for
Profit (Loss)
Rectification
Plan
Other
Future
Investment
Plans
Wuxi Hota Precision
Gear Co., Ltd.
165,184 Long-Term
Investments
Reason for Loss:
Low
quantity
of
Orders
Increase in
Orders and
Enhancement in
Competitiveness
Depending
on
operation
status
HOWON
POWERTRAIN CO.,
LTD.
301,888 Long-Term
Investments
Reason for Loss:
Low
quantity
of
Orders
Increase in
Orders and
Enhancement in
Competitiveness
HOWIN PRECISION
CO., LTD.
41,450 Long-Term
Investments
Reason for Loss:
Decrease in orders
Increase in
Orders and
Enhancement in
Competitiveness
HOTATECH, INC. 173,638 Long-Term
Investments
Reason for Profit:
Continued
development of US
Market
-
Ho-Zuan Investment
Co., Ltd.
167,190 Long-Term
Investments
Reason for Loss:
Decrease in
investments
Reinforced
Assessment on
Investment
Targets
Ju-Da Smart Technology
Co., Ltd.
5,000 Long-Term
Investments
Reason for Loss:
Sporicidal
Expenses
andExpenditure
Saving on
Unnecessary
Expenditure
TAIWAN PYROLYSIS
& ENERGY
REGENERATION
CORP.
12,500 Long-Term
Investments
- Impairment
Loss
Recognized
CAPTAIN HOLDING
CO., LTD
326,073 Long-Term
Investments
Reason for Loss:
Loss from Investment
in Funds
Reinforced
Attention to
International
Exchange
MarketChanges
Kao Fong Machinery
Co., Ltd.
187,141 Long-Term
Investments
Reason for Loss:
Decrease in orders
Increase in
Orders and
Enhancement in
Competitiveness
TAKAWA SEIKI,
INC.
3,607 Long-Term
Investments
Reason for Profit:
Stable growth in orders
-
Ling-Wei Co., Ltd. 24,413 Long-Term
Investments
Reason for Profit:
Stable growth in orders
-

(VI) Risk Factors Analysis

  1. The impact upon the Company's balance sheet of inflation and changes in interest and exchange rates, and the measures the company plans to adopt in response (1) Interest Rate and Inflation:

The Company is financially sound. In terms of interest rates for bank borrowing, besides strengthening the ties with banks, knowing interest rate trends, and contending for most favorable interest rate terms, the Company also announced on May 3, 2016 and June 3, 2019 that the Company has set forth agreements with consortium banks formed by E-Sun Bank and

299

Land Bank of Taiwan respectively on syndication loans at NTD 3 Billion and NTD 1 Billion, followed by first disbursements on July 17, 2016 and July 24, 2019. With the rate interval of 1.79%, and a period of three to five years respectively, the fund acquisition and interest rate terms may be deemed as stable; in addition, for the use of short-term idle funds, low-risk bank deposits, financial bonds and funds as adopted as investment targets. Therefore, the increase or decrease of interest rate and inflation has little impact on the Company's profit and loss.

  • (2) Exchange Rate:

    • The Company’s products are mainly exported, and most of the products sold are denominated in U.S. dollars or Euros; hence, variations to exchange rate have a significant impact on the Company’s gains and losses in exchanges. To diminish the impacts on Company’s gains and losses by exchange rate variations, the Company has adopted accounts receivable factoring to its certain positions, which refrains the Company from risks of uncollectible accounts receivable meanwhile relatively reduces the risk of exchange rate changes. In addition, the Company’s transaction counterparts are financial institutions with good credit, with nondefault by the counterparts expected; therefore, possibility of credit risk is extremely small.
  • High-risk investments, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivatives transactions; the main reasons for the profits/losses generated thereby; and response measures to be taken in the future:

  • (1) The Company does not engage in high-risk investments or highly leveraged investments.

  • (2) Events of Loaning of Funds to Others by the Company in the Current Fiscal Year:

    • A. To assist the subcontractor YUNG-CHIN DEVELOP FORGING CO., LTD. in purchasing equipment, a fund at NTD 2,338 Thousand was loaned from the Company.

    • B. To assist the subcontractor Jianli Industrial Co., Ltd. in purchasing equipment, a fund at NTD 6,000 Thousand was loaned from the Company.

  • (3) Event of Endorsements and Guarantees to Others by the Company in the Current Year:

    • A. The subsidiary HOWON POWERTRAIN CO., LTD. was provided with endorsements and guarantees at USD 11,000 Thousand by the Company for its need in operations.

    • B. The subsidiary Wuxi Hota Precision Gear Co., Ltd. was provided with endorsements and guarantees at USD 7,000 Thousand by the Company for its repayment of borrowings as needed in operations.

  • Future research and development projects, and expenditures expected in connection therewith:

  • (1) With the most advanced detecting instrument and a strong R&D team, the Company has the capability to quickly develop products in accordance with customer needs, with the future R&D plans as follows:

    • A. Parts and Components for US Automotive Auto Transmission.

    • B. Parts and Components for US Automotive Torque Converter.

    • C. Parts and Components for New Transmissions of High-End Motorcycles.

    • D. Oil Pump Gear for US Industrial Machines.

    • E. Parts for Gearboxes of US Agricultural and Construction Machinery.

    • F. US Patented Limited-slip Differential.

    • G. Parts and Components for European CVTs.

    • H. Parts and Components for Air Compressors in Brake Systems for Trucks.

    • I. Hobber, shaving machines and chamfering machines.

    • J. Various ATV, mobility scooters and medical aid scooters.

    • K. Parts and Components for reductive drive of US Electric Cars and their assembly.

    • L. Bevel gears, and assembly for bevel gear differentials.

    • M. Epicyclic Gearing Sets for Gearbox of Hybrid Cars.

    • N. Intelligent Gear Production Integration Technology.

    • O. High-Efficiency Powertrain System Assembly for Electric Cars.

    • P. Parts and Components for Aeronautics and Space Industry.

  • (2) It is expected that the Company will contribute to its R&Ds equivalent to 2-5% of the annual net sales in order to improve efficiency and take efforts in shortening the R&D timeline with a view to seize market opportunities firsthand.

  • The impact upon the Company's financial operations of important policy and legal developments at home and abroad, and the measures the Company plans to adopt in response:

300

In response to the amendments to corporate governance, the Company Act, and Securities and Exchange Act by the competent authority, the Company has cooperated in the process, and there is no significant impact on the financial status of the Company.

  1. The impact on the Company's financial operations of developments in science, technology, and industry, and the measures the Company plans to adopt in response: Extending from the improvement of internet, broadband and wireless communication transmission technologies, the Company may further expand the development of new customers to maximize the Company’s profit; owing to the fact that the Company has purchased the state-of-art automation machinery and detecting instruments meanwhile committed to building intelligent production lines; in addition, with its strong R&D team and quick development of products in accordance with customer needs, the Company has established a good brand image in the industry and is favored by European and American customers. Such advantage has benefited the Company financially and business-wise.

  2. The impact of changes in the Company's image upon its crisis management, and the measures the Company plans to adopt in response:

    • The Company has adhered to the management principles of professionalism and ethics, and has attached great importance to corporate image and risk control. There is no foreseeable crisis at the current state.
  3. The expected benefits and potential risks of any merger or acquisition, and measures to be adopted in response: No such occurrence in the Company.

  4. The expected benefits and potential risks of any plant expansion, and measures to be adopted in response:

    • The Company's production lines in the Chiayi Plant phases 1 and 2 are near to full load in 2020, and the Chiayi 3rd Plant is expected to be put into production in the H2 2021. Expected Benefits:

    • (1) Faced with strong global demand for automotive parts and components, to seize market opportunities, only by continuously expanding production capacity, introducing new equipment and reducing costs may the Company continue to create greater operating revenue and to gain market share. In recent years, the Company has become a high-profile leading professional manufacturer of automotive transmission parts and components with high profitability.

    • (2) Estimated Output: 256,000 pieces (by one new automated production line), it is expected that the expansion will reach the automated production lines at Chiayi Plant 3[rd] phase.

  5. The risks associated with any consolidation of sales or purchasing operations, and measures to be adopted in response: No such occurrence in the Company.

  6. Effect upon and risk to the company if a major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10 percent stake in the Company has been transferred or has otherwise changed hands, and measures to be adopted in response: No such occurrence in the Company.

  7. Impact and risk of change in management right, and the countermeasures thereof: No such occurrence in the Company.

  8. For litigious and non-litigious matters, if there has been any material impact upon shareholders' equity or prices for the Company's securities as a result of any litigation, non-litigious proceeding, or administrative dispute involving a Company director, supervisor, President, de facto responsible person, or major shareholder with a stake of more than 10 percent, and the matter was finalized or remained pending, this Annual Report shall disclose the facts in dispute, amount in dispute, commencement date, main parties involved, and status of the case as of the date of publication of this Annual Report: No such occurrence in the Company.

  9. Other important risks and measures to be adopted in response: No such occurrence in the Company.

(VII) Any other important matters: None

301

VIII. Special Notes

(I) Information Regarding Affiliated Companies

  • (1) Organization structure of affiliates

==> picture [677 x 163] intentionally omitted <==

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

Hota
Industrial Mfg.
Howin Ho-Zuan Ho-Zuan Ju-Da Smart
Wuxi Hota100% Precision HOTATECH 100% CAPTAIN 100% Investment TAKAWA 40% Investment Ling-Wei Co.45% Technology
61.05% 100% 0.78% 83.33%
Kao Fong UNISON HOWON Kao Fong
Machinery 100% Powertrain Machinery
0.05% 100% 15.28%
----- End of picture text -----

Note: In 2020, the shareholding ratio to Kao Fong Machinery Co., Ltd. by the Company is 16.11%.

  • (2) Affiliate Enterprises Overview

  • A. Acquisition or merger of other companies: None

  • B. De-merger: None

  • C. Re-invested Enterprises: status of the Company’s re-invested enterprises as of December 31, 2020 are summarized as follows: a. Related information of the investee companies:

302

HOTA CORPORATION AND SUBSIDIARIES INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2020

TABLE 6

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investee in
Mainland China
Wuxi Hoda Precision
gear Company Limited
Main business activities
Manufacturing and sell
various of precision gears for
automobiles and motorbikes
Paid-in capital
170,880
$
Investment
method
Note1
Accumulated amount
of remittance from
Taiwan to Mainland
China as of January 1,
2020
Amount rem
Taiwan to
China/ Amou
back to Taiw
year ended
31,2
itted from
Mainland
nt remitted
an for the
December
020
Accumulated
amount of
remittance from
Taiwan to Mainland
China as of
December 31,2020
Net income of
investee for
the year
ended
December 31,
2020
Ownership
held by the
Company
(direct or
indirect)
Investment
income (loss)
recognised by
the Company for
the year ended
December 31,
2020
Book value of
investments in
Mainland China
as of December
31,2020
Accumulated
amount of
investment
income remitted
back to Taiwan
as of December
31,2020
Footnote
Remitted to
Mainland
China
Remitted
back to
Taiwan
1 165,184
$
-
$
-
$
165,184
$
8,319)
($
100.00 8,319)
($
45,693
$
-
$
Note
245
Howon(Whaian)automob
ile components Company
Limited
Manufacturing and selling of
automobile gearboxes and gears
301,888 2 301,888 - - 301,888 9,806)
(
100.00 9,806)
(
174,117 - Note
345

Note 1 Investment methods are classified into the following three categories:

(1)Directly invest in a company in Mainland China.

(2)Investments through a holding company registered in a third region. (3)Others.

Note 2 Wuxi Hoda Precision gear Company Limited the paid-in capital is US$6,000,000, accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2020 is US$5,800,000. Note 3 Howon(Whaian)automobile components Company Limited the paid-in capital is US$10,600,000,accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2020 is US$10,600,000.

Note 4 Paid-in capital was converted at the exchange rate of NTD 28.48: USD 1 prevailing on December 31, 2020.

Note 5 The profit and loss of the Shanghai Development Investment Company is the share of the profit and loss of the subsidiary and the grandson company recognized in the financial statements audited by accountants during the same period.

amount Accumulated amount of remittance approved by Ceiling on investments in Mainland from Taiwan to Mainland China as the Investment China imposed by the Investment Company name of December 31, 2020 Commission of Commission of MOEA Hota Industrial $ 467,072 $ 467,072 $ 3,811,535 Manufacturing CO., LTD.

Note 1 According to the limit stipulated in the letter No. 006130 of the Securities and Futures Commission (90) of the SFC of the Ministry of Finance of the Ministry of Finance on November 16, 2001. Note 2 Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2020 is US$16,400,000.

303

  • (3) Financial Condition and Financial Performance of each affiliate enterprise

A. The compiled financial information from main associates of the group is as follows:

Unit: NTD (Thousands) Asset Liability Revenue Income Shareholding Proportion December 31, 2020 Kao Fong Machinery Co., Ltd. $4,186,377 $2,128,351 $1,389,794 ( 12,227) 16.11% Ling-Wei Co., Ltd. 77,627 11,577 42,479 136 45.00% TAKAWA SEIKI,INC. 8,680 - - 1,345 40.00%

  • B. Statements for Portions of Associates and Joint Venture Income Recognized under Equity Method is as follows:

Income from Investments

Invested Companies 2020 2019 Kao Fong Machinery Co., Ltd. $ ( 1,968) $ ( 4,356) Li n g - W e i C o . , Lt d . 62 3,049 TAKAWA SEIKI, INC. 537 72 ($ 1,369) ($ 1,235)

  • (4) Information of Directors, Supervisors and Presidents of Each Affiliate Enterprise
Enterprise Name Role Name or Representative
Kao Fong Machinery Co., Ltd. Chairman
Director
Director
Director
Director
Director
Independent Director
Independent Director
Independent Director
Ho-Zuan Investment Co., Ltd.
Representative: Sheng, Kuo-Jung
FAR EAST MACHINERY CO., LTD.
Representative: Chen, Yu-Cheng
Hao Qing Investment Ltd.
Representative: Sun, Yung-Cang
Chang, Yu-Jeng
Shen, Chien-Ci
Huang, Feng-Yih
Liao, Shu-Zhong
Kuo, Ming-Xin
Wang,Fu-Lin
Ling-Wei Co., Ltd. Chairman
Director
Director
Supervisor
Supervisor
Yung-Chin Develop Forging CO., LTD.
Representative: Tseng, Shu-Mei
Yung-Chin Develop Forging CO., LTD.
Representative: Chien, Yi-Sheng
Hota Industrial Mfg. Co., Ltd.
Representative: Chen, Chun-Chih
Lin, Yen-Huey
Fang,Rui-Rong
TAKAWA SEIKI, INC. Chairman Hota Industrial Mfg. Co., Ltd.
Representative: Sheng,Kuo-Jung
  • (5) Consolidated Financial Statements of Affiliate Enterprises: The relevant information has been disclosed in the consolidated business report and consolidated financial statements of affiliate enterprises. Please refer to Pages 81~178.

(II) The status of conducting issuance of securities through private placement: No such occurrence in the Company.

  • (III) The status of those subsidiaries of the Company who held or disposed of shares of this company during the most recent fiscal year and up to publication date of this Annual Report: No such occurrence in the Company.

  • (IV) Other necessary items to be supplemented and explained: None.

IX. Any of the situations listed in Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act, which might materially affect shareholders' equity or the price of the company's securities during the most recent fiscal year or the current fiscal year up to the publication date of the Annual Report: No such occurrence in the Company.

304

Hota Industrial Mfg. Co., Ltd.

Chairman: Sheng, Kuo-Jung

Date of Publication: May 19, 2021

305