Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

KINSUS Annual Report 2019

Jul 23, 2020

52304_rns_2020-07-23_ccce4c14-d0e2-4e34-b051-5a2172d70759.pdf

Annual Report

Open in viewer

Opens in your device viewer

Stock Code: 3189

==> picture [409 x 282] intentionally omitted <==

KINSUS INTERCONNECT TECHNOLOGY CORP. 2019 Annual Report

Notice to readers

This English-version annual report is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.

Printed on April 2020 Taiwan Stock Exchange Market Observation Post System: http://mops.twse.com.tw Annual Report is available at: http://www.kinsus.com.tw

English Translation of The Annual Report Originally Issued in Chinese

The inside cover of annual report

  1. The name, title, telephone number, and e-mail address of the spokesman or acting spokesman

  2. (1) The Spokesman

Name: Mu, Xian Jue

Title: Senior Project Director of Chairman Office Telephone number: 886-3-487-1919 EXT 26660 E-mail: [email protected]

  • (2) The Acting Spokesperson

Name: Liu, Su Zhen Title: Senior Director of Finance Department Telephone number: 886-3-487-1919 EXT 25005 E-mail: [email protected]

  1. The address and telephone number of the Company's headquarters, branch offices, and factories

Headquarter (Shilei Factory): No.1245, Zhonghua Rd., Xinwu Dist., Taoyuan City 327, Taiwan, R.O.C.

Telephone number: 886-3-487-1919 Qinghua Factory: No.810, Zhonghua Rd., Xinwu Dist., Taoyuan City 327, Taiwan, R.O.C. Telephone number: 886-3-487-1988

Xinfeng Factory: No.526, Sec. 2, Jianxing Rd., Xinfeng Township, Hsinchu County 304, Taiwan, R.O.C.

Telephone number: 886-3-557-1799

3. The name, address, e-mail address, and telephone number of the agency handling shares transfer

Name: Shareholder Services Department, KGI Securities Address: 5th Fl., No. 2, Sec. 1, Chongqing S. Rd., Zhongzheng Dist., Taipei City 100, Taiwan, R.O.C.

Website: https://www.kgieworld.com.tw Telephone number: 886-2-2389-2999

  1. The name of the certified public accountant who duly audited the annual financial report for the most recent fiscal year, and the name, address and telephone number of said person's accounting firm

Names of certified public accountant: Hong, Mao Yi and Cheng, Ching-Piao Name of accounting firm: Ernst & Young

Address: 9th Fl., No. 333, Sec. 1, Keelung Rd., Songshan Dist., Taipei City 105, Taiwan, R.O.C. Website: http://www.ey.com.tw

Telephone number: 886-2-2757-8888

  1. The name of any exchanges where the Company’s securities are traded offshore, and the method by which to access information on said offshore securities NA

6. The address of the Company’s website

http://www.kinsus.com.tw

The contents of annual report


1. A report to the shareholders ·························································
2. A Company profile
(1) Date of Incorporation ·················································································
(2) A brief history of the Company ·····································································
3. A corporate governance report
(1) Organizational system ················································································
(2) Information on the Company’s directors, supervisors, general manager, assistant general
managers, deputy assistant general managers, and the supervisors of all the Company’s
divisions and branch units ···········································································
(3) The state of the Company’s implementation of corporate governance ························
(4) Information on CPA professional fees ·····························································
(5) Information on replacement of certified public accountant ···································
(6) Where the Company’s chairperson, general manager, or any managerial officer in charge of
finance or accounting matters has in the most recent year held a position at the accounting
firm of its certified public accountant or at an affiliated enterprise of such accounting firm,
the name and position of the person, and the period during which the position was held ·
(7) Any transfer of equity interests and/or pledge of or change in equity interests (during the
most recent fiscal year or during the current fiscal year up to the date of printing of the
annual report) 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 printing of the annual report ························································
(8) Relationship information, if among the Company’s 10 largest shareholders any one is a
related party or a relative within the second degree of kinship of another ···················
(9) The total number of shares and total equity stake held in any single enterprise by the
Company, its directors and supervisors, managers, and any companies controlled either
directly or indirectly by the Company ·····························································
4. Information on capital raising activities
(1) Capital and shares ···················································································
(2) Issuance of corporate bonds ·········································································
(3) Issuance of preferred shares ·········································································
(4) Issuance of global depository receipts ·····························································
(5) Issuance of employee share subscription warrants ···············································
(6) Issuance of New restricted employee shares ······················································
(7) Mergers, acquisitions, and issuance of new shares due to acquisition of shares of other
companies ······························································································
(8) Implementation of the Company’s capital allocation plans ·····································
Page

1
4
4
6


9
26
61
62



63




63

64


65
69
77

77

77

77

77


82
82

5. An overview of operations

5. An overview of operations
(1) A description of the business ······································································· 83
(2) An analysis of the market as well as the production and marketing situation ················ 93
(3) The number of employees employed for the 2 most recent fiscal years, and during the
current fiscal year up to the date of printing of the annual report, their average years of
service, average age, and education levels (including the percentage of employees at each
level) ···································································································· 102
(4) Disbursements for environmental protection ····················································· 102
(5) Labor relations ························································································· 102
(6) Important contracts ··················································································· 104
6. An overview of the Company’s financial status
(1) Condensed balance sheets and statements of comprehensive income for the past 5 fiscal
years ···································································································· 105
(2) Financial analyses for the past 5 fiscal years ······················································ 109
(3) Supervisors’ or audit committee's report for the most recent year’s financial statement ··· 112
(4) Financial statement for the most recent fiscal year··············································· 112
(5) A parent-company-only financial statement for the most recent fiscal year, certified by a
CPA ···································································································· 112
(6) If the Company or its affiliates have experienced financial difficulties in the most recent
fiscal year or during the current fiscal year up to the date of printing of the annual report,
the annual report shall explain how said difficulties will affect the Company’s financial
situation ································································································ 112
7. A review and analysis of the Company’s financial position and financial
performance, and a listing of risks
(1) Financial position ····················································································· 113
(2) Financial performance ················································································ 114
(3) Cash flow ······························································································· 115
(4) The effect upon financial operations of any major capital expenditures during the most
recent fiscal year ···················································································· 115
(5) The Company’s reinvestment policy for the most recent fiscal year, the main reasons for the
profits/losses generated thereby, the plan for improving re-investment profitability, and
investment plans for the coming year ······························································ 115
(6) The matters that the risks section shall analyze and assess during the most recent fiscal year
and as they stood on the date of printing of the annual report ································· 115
(7) Other important matters ·············································································· 119
8. Other items deserving special mention
(1) Information related to the Company’s affiliates ·················································· 120
(2) The status of the Company carrying out a private placement of securities during the most
recent fiscal year or during the current fiscal year up to the date of printing of the annual
report ··································································································· 125
(3) Holding or disposal of shares in the Company by the Company’s subsidiaries during the
most recent fiscal year or during the current fiscal year up to the date of printing of the
annual report··························································································· 125
(4) Other matters that require additional description ················································· 125
(5) Any of the situations listed in Article 36, paragraph 2, subparagraph 2 of the Securities and
Exchange Act, which might materially affect shareholders’ equity or the price of the
Company’s securities, occurring during the most recent fiscal year or during the current
fiscal year up to the date of printing of the annual report ······································· 125

English Translation of The Annual Report Originally Issued in Chinese

1. A report to the shareholders

Dear Shareholders,

(1)2019 Business Report

According to the IMF's forecast of global GDP growth at the beginning of 2019, although global economic growth slowed to 3.2% compared to 2018 (GDP growth of 3.6%), it remains in a growth trend. Semiconductor industry leader TSMC is relatively optimistic regarding the overall growth that is expected to reach 5-6% of the semiconductor industry in 2019. The prediction mainly resulted from the rapid deployment of 5G communications and the popularization of terminal devices and the growth of data centers and high-speed computing driven by AI artificial intelligence. The growth of these products is very significant for the driving force of the semiconductor industry. The IC carrier board’s driving force is reflected in the speed of the copper foil substrate material, the increase in the number of carrier board layers, and the larger carrier board area. It can be regarded as a reversal era for the IC carrier board industry.

Since May 2019, the United States stepped up its trade war with China and announced the Entity List that banned the sale of Huawei. The trade war affected the global technology industry overall and the demand for semiconductors and the product industry chain have gradually been divided into two major systems

At the beginning of 2019, it was estimated to deploy as high as 350,000 units of 5G base for the whole year. The popularity and penetration of 5G base stations are the source of all subsequent applications and terminal products. For IC carrier companies’ driving force is shown in ABF carrier boards, FC-CSP carrier boards, and memory carrier boards, and the opportunities for SiP and AiP in the future. However, the trade war has dropped down the number of new 5G base stations around the world, much lower than the estimate at the beginning of the year.

The US-China trade and technology conflict has decreased the overall demand for semiconductor products and changed the product content (IC and other components) supply chain relationship, as well as the progress of 5G and AI technology development. The impacts include:

  • a. China puts more emphasis on the ability of independent development of semiconductor products and local production capacity.

  • b. The European and American technology industries have gradually strengthened the blockade against China, so as to slow down that China get ahead in technology.

  • c. The overall 5G communication process is postponed, and the transition products of the Sub6 frequency band enter the market quickly in advance.

  • d. The progress of AI and autonomous driving continues decelerate, but the development of

1

English Translation of The Annual Report Originally Issued in Chinese

"edge computing" has accelerated.

Kinsus encountered headwinds in market changes, and product and supply chain changes in 2019. Although its performance was not as expected, the Company has made rapid adjustments and will do its best to improve the performance in 2020.

The Company’s revenue in parent-company-only basis totaled to NT$16,116,157 thousand in 2019, decreased by 6.45% compared to NT$17,228,031 thousand in 2018. Net loss in parentcompany-only basis was NT$(2,025,332) thousand in 2019, decreased by 679.52% compared to NT$349,485 thousand in 2018. The Company’s consolidated revenue totaled to NT$22,327,410 thousand in 2019, decreased by 5.90% compared to NT$23,727,929 thousand in 2018. The consolidated net loss was NT$(1,947,268) thousand in 2019, decreased by 573.74% compared to NT$411,040 thousand in 2018.The decline in operating profit and net income mainly caused by lower ratio of utilization in Xinfeng Factory.

(2)Summary of 2020 business plan

(A) Business Policy

Since the Company’s establishment, we have been upholding the principle of “Satisfying Customers and Pursuing for Excellence” as our business policy, developing leadership in technique to meet market demand, mastering new generation product demands, investing engineering resources to stay ahead, and striving for better profit to benefit our shareholders under the intense competition.

The IC substrates industry has entered a highly complex product portfolio and structure. Competitive technologies such as Fan-Out WLP have grown rapidly. The Company’s R&D department is developing higher-accumulation packaging/assembly substrates, such as SiP modules, integrate antenna modules, CPU/memory multi-chip Wafer substrates, or even soft board modules, and expand the technology capabilities of the substrate industry for many years to create higher value for customers.

(B) 2020 Expected Sales and Its Sources

Including several foreign investment and international research consultants, all predict that the global economic growth in 2020 will be warmer than in 2019. Exhibits with obvious growth trends include 5G base stations and mobile phone related chips, as well as AI-related highfrequency bandwidth, massive connections, and ultra-low latency. In addition, demands for power management, fingerprint identification chips, impact sensors (CIS), driver ICs, etc. have also increased as 5G peripheral applications become more apparent.

2

English Translation of The Annual Report Originally Issued in Chinese

  • (C) Significant Production and Marketing Policy

  • A. Continue investing in R&D resources, developing both micro-wire and slim-film processes, providing customers with solutions for 5nm wafer process and multi-chip package modules.

  • B. Expanding the capacity of ABF FC-BGA substrate to match the long-term needs of 5G and AIoT.

  • C. Adjust the production capacity and production equipment of each plant to achieve the 2019 operating plan.

(3)Company development strategy

We will aim at application of slim substrates of ABF-FCBGA and memory and the techniques and products of SiP module and Wafer module in short-term, keeping up with the elemental global semiconductor developing trend of continuously miniature line width, aperture, and thickness in medium term, and developing complicated structural technique of active/passive components and direct wafer bonding in long term. By these development strategies, we are confident that the Company will sustain our competitiveness in product market as well as in the technique.

Sincerely Yours,

The Chairman and CEO Guo, Ming-Dong

3

English Translation of The Annual Report Originally Issued in Chinese

2. A Company Profile

(1) Date of Incorporation: 9/11/ 2000

(2) A brief history of the Company

Year Milestones
2000/09 Founded with NT$2.5 billion capital and NT$12 billion paid-up capital. Manufacturing mainly in BGA
relatedproducts.
2000/12 Cash capital increased by issuing new shares of NT$100 million with NT$1.3 billion paid-up capital
after increase in total.
2001/04 Cash capital increased by issuing new shares of NT$600 million with NT$1.9 billion paid-up capital
after increase in total.
2001/05 Started operations.
2001/07 Be certified toQS 9000.
2001/12 Be certified to ISO 14000 - Environmental management.
2002/06 Corporation wentpublic.
2002/11 Cash capital increased by issuing new shares of NT$100 million with NT$2 billion paid-up capital
after increase in total.
2003/03 Plant expansion to the 3rdfloor and the 4thfloor.
2003/09 Listed for tradingin emergingmarkets.
2003/12 Acquired the review by Industrial Science and Technology Committee on the submissions of “Science
and technology product or technologysuccessful development and marketing”.
2004/06 Surplus capital increased by issuing new shares of NT$220 million with NT$2.22 billion paid-up
capital after increase in total.
2004/11 Listed on Taiwan Stock Exchange.
2004/11 Plant built inQinghua: No.810,Zhonghua Rd.,Xinwu Dist.,Taoyuan City.
2005/05 Operating performance ranked the 2nd, return on assets ranked 15th, return on equity ratio ranked 31st,
growth drive ranked 33rd, profitability ranked 38th, and business revenue ranked 355th among top 1000
manufacturingcompanies byCommonwealth Magazine.
2005/07 Surplus capital increased by issuing new shares of NT$378 million with NT$2.598 billion paid-up
capital after increase in total.
2005/08 Cash capital increased by issuing new shares of NT$300 million with NT$2.898 billion paid-up capital
after increase in total.
2005/10 Plant bought at No.8, Qingnian Rd.,Yangmei Dist.,Taoyuan City32661,Taiwan(R.O.C.).
2006/05 Cash capital increased by issuing new shares of NT$500 million with NT$3.398 billion paid-up capital
after increase in total.
2006/05 Ranked 19th as Taiwan's mostprofitable companies byCommonwealth Magazine.
2006/07 Ranked 89th as Taiwan's most profitable companies by Digital Time Business among top 100 Taiwan
Technology.
2006/08 Surplus capital increased by issuing new shares of NT$492 million with NT$3.89 billion paid-up
capital after increase in total.

4

English Translation of The Annual Report Originally Issued in Chinese

2006/11 Ranked 131stamongAsia’s top150 with 14 Taiwan Enterprises listed byBusiness Week Asia.
2007/03 Be certified to ISO 14001 - Environmental management and OHSAS 18001.
2007/05 Ranked No. 212 on business revenue byCommonwealth Magazine.
2007/08 Surplus capital increased by issuing new shares of NT$464 million with NT$4.354 billion paid-up
capital after increase in total.
2008/05 Ranked 52ndon return on assets, 146thon equity ratio, 22ndon profitability, and 595thon business
revenue amongtop1000 manufacturingcompanies byCommonwealth Magazine.
2008/08 Surplus capital increased by issuing new shares of NT$106 million with NT$4.46 billion paid-up
capital after increase in total.
2009/05 Ranked 35thon profitability and 229thon business revenue among top 1000 manufacturing companies
byCommonwealth Magazine.
2010/05 Ranked 48thon profitability and 234thon business revenue among top 1000 manufacturing companies
byCommonwealth Magazine.
2010/08 InvestedPIOTEK COMPUTER(SUZHOU)CO.,LTD.
2011/05 Ranked 115thon profitability and 192ndon business revenue among top 1000 manufacturing companies
byCommonwealth Magazine.
2012/05 Ranked 108thon profitability and 162ndon business revenue among top 1000 manufacturing companies
byCommonwealth Magazine.
2013/03 Bought plant at Xinfeng: No.526, Sec. 2, Jianxing Rd., Xinfeng Township, Hsinchu County 304,
Taiwan.
2013/04 Beingselected as 2012 Deloitte Asia Pacific top500 high tech,highgrowth enterprises.
2013/05 Ranked 116thon profitability and 158thon business revenue among top 1000 manufacturing companies
byCommonwealth Magazine.
2014/04 Kick-off for buildingXinfengFactory.
2014/05 Ranked 720thon market capitalization among top 1000 enterprise in China, Taiwan, Hong Kong, and
Macau byBusiness Today.
2015/05 Ranked 139thonprofitabilityand 56thon netprofit byCommonwealth Magazine.
2016/05 Invest in FuYangTechnologyCorp.
2018/08 The issuance of 4,841 thousand restricted shares for employees resulted in paid-in capital to be
NT$4,508,410 thousand
2019/03 The cancelation of restricted shares for employees of 78,640 shares and issuance of 598,500 shares
resulted inpaid-in capital to be NT$4,513,609 thousand.

5

English Translation of The Annual Report Originally Issued in Chinese

3. A Corporate Governance Report

(1) Organizational system

  • (A)The Company's structure

==> picture [71 x 37] intentionally omitted <==

==> picture [32 x 75] intentionally omitted <==

==> picture [73 x 89] intentionally omitted <==

==> picture [157 x 94] intentionally omitted <==

==> picture [495 x 299] intentionally omitted <==

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

CEO
Chief Operation Chief Operation
Technical Director General Manager
Officer Officer
Security Dept.
Equip-
Strategic
ment
Product
Mainte-
Development
ance Dept.
Dept.
----- End of picture text -----

==> picture [38 x 72] intentionally omitted <==

6

English Translation of The Annual Report Originally Issued in Chinese

(B)The tasks of its principal divisions

Dept. Job Description
Chief Executive
Officer (CEO)
1. Business planning and strategic planning.
2. Company long-term development policy planning.
3. Business monitoring,promotingand implementation.
Audit Office Identify deficiencies in internal control system, assess the effectiveness and
efficiencyof operations,andprovide appropriate improvement suggestions.
General Manager Responsible for business plan development, business performance
management and analysis, investment analysis and benefit assessment, cost
reduction and control, business process automation and improvement, annual
budgeting, overseas business management, promotion and performance
evaluation in other important projects, manufacturing capacity and standard
work hours,rationalization ofpersonnel standards.
Technical Director Advanced product and technology research and development, equipment
automation,and buildingnewplants.
Chief Operation
Officer
Responsible for coordinating the Company’s finance, accounting and tax.
Responsible for the planning and execution of human resource, general
affairs, environmental and purchasing. Responsible for the planning and
execution of web information.
Responsible for the integration of manufacturing quality and operational
resources of the overallplanningand management.
Safety & Health
Dept.
Responsible for safety & health management and regulations of engineering
safety.
Human
Resources
Responsible for human resource planning, recruiting & staffing, payroll
management, training development, services for employee and employee
relations.
Material Center Responsible for production scheduling, shipping schedule, the material
management, transportation, warehousing and import/export and customs
bonded business.
Finance Dept. Responsible for finance, accounting and stocks services.
IT Dept. Responsible for setting up and maintaining various software and hardware of
information system.
R&D
Division
Responsible for coordinating the product, design, development, and facility
services.
Sales & Marketing
Dept.
Responsible for the Company’s product sales and marketing.
Quality Control
Dept.
Responsible for the quality policy, objectives and systems developed and
implemented in order to meet customers’ needs.

7

English Translation of The Annual Report Originally Issued in Chinese

Dept. Job Description
Strategic product
development Dept.
Responsible for formulating product strategy and layout reports, process
definition and engineering problem integration and resolution.
Product design
Dept.
Responsible for the production design of the product and the provision of
related hardware and software tools, and manage the production equipment
and the use of logicparameters.
Production Planning
Dept.

Responsible for production plan and operation performance management.
Factory Service
Dept.
Responsible for maintenance of factory facilities and management of plant
security.
Equipment
Maintenance Dept.
Responsible for the implementation of preventive maintenance and repair of
production-related equipment to ensure the stability of the equipment in mass
production,therebyimproving production output andyield.
Manufacturing
Division
Responsible for substrates related products manufacturing and work
objectives and effectiveness management, manufacturing cost control
analysis and improvement and production planning.
Responsible for assessing process operations, and developing the most
appropriate manufacturing process, and improving production technology
and yield analysis, and new product process import stability and optimization
testing.
Legal & IP
Dept.
Responsible for reviewing contracts, dealing with lawsuit and regulation
compliance,and managing patents,includingintellectualpropertyrights.

8

English Translation of The Annual Report Originally Issued in Chinese

  • (2) Information on the Company’s directors, general manager, assistant general managers, deputy assistant general managers, and the supervisors of all the Company's divisions and branch units.

(a) Directors as of March 30, 2020

Title Nationality/Cou
ntry of Origin
Name Gender Date
Elected
Term
(Years)
Date First Elected Shareholding When Elected Shareholding When Elected Current Shareholding Current Shareholding Spouse&Minor
Shareholding
Spouse&Minor
Shareholding
Shareholding by
Nominee
Arrangement
Shareholding by
Nominee
Arrangement
Experience(Education) Other
Position
Executives, Directors or
Supervisors
who are spouses or within two
degrees
of kinship
Executives, Directors or
Supervisors
who are spouses or within two
degrees
of kinship
Executives, Directors or
Supervisors
who are spouses or within two
degrees
of kinship
Note
Shares % Shares % Shares % Shares % Title Name Relation
Chairman R.O.C Guo, Ming-Dong Male 2018.5.29 3 2000.9.1 1,069,795 0.24% 1,069,795 0.24% National Taipei Institute of Technology
President/UNICAP ELECTRONICS
Note 1 Note10
Director R.O.C Tong,Zi-Xian Male 2018.5.29 3 2000.9.1 200,000 0.04% 200,000 0.04% - Computer and Communication Engineering /Taipei Tech
Chairman/PEGATRON Corp.
Note 2
Director R.O.C Chen, Ho-Shu Male 2018.5.29 3 2017.5.26 361,002 0.08% 361,002 0.08% Master of Physics/National Tsing Hua University
General Maneger / Kinsus Interconnect Technology Corp..
ManufacturingManeger/ Motorola
Note 3
Director R.O.C Hua Xu Investment Corp.
Rep. : Su, Yan-Xue
2018.5.29 3 2000.9.1 58,233,091 13.06% 58,233,091 12.91% Master of Industrial Engineering/Carnegie Mellon Univ.
Chief Investment Officer/ASUSTEK Computer Incorp.
Chief Investment Officer/PEGATRON Corp.
Note 4
Director R.O.C Su,Yan-Xue Female 2018.5.29 3 2009.6.16 as above as above
Director R.O.C Hua Xu Investment
Rep : Wu, Xiang-Xiang
2018.5.29 3 2000.9.1 55,556,221 12.46% 55,556,221 12.32% International Trade/Providence Univ.
M.B.A./Univ. of St.Thomas
Vice President/kun jian Consulting Co.,
Chief Investment Officer/PEGATRON Corp.
Note 5
Director R.O.C Wu,Xiang-Xiang Female 2018.5.29 3 2003.9.1 as above as above
Director R.O.C Zbeng,Zhong-Ren Male 2018.5.29 3 2003.9.1 School of Law/Soochow Univ.
PhD./Stanford University
Dean&Professor/Law School of Shih Hsin Univ.
Note 6
Independent
Director
R.O.C Chen, Jin-Cai Male 2018.5.29 3 2003.9.1 Graduate School/Tamkang Univ.
M.P.A/Univ. of San Francisco
President/Namchow Group
Note 7
Independent
Director
R.O.C Huang, Chun-Bao Male 2018.5.29 3 2003.9.1 Electrical Engineering/National Taipei Institute of
President& GM/HAVIX ELECTRONICS CO.,LTD.
Note 8
Independent
Director
R.O.C Wu, Hui-Huang Male 2018.5.29 3 2010.6.18 Board Director& President/UNIVERSAL
SCIENTIFIC INDUSTRIAL CO., LTD
Director/Taiwan Electrical and Electronic
Director/Taiwan Federation of Industry
Director/Taiwan Province IndustryAsso.
Note 9

9

English Translation of The Annual Report Originally Issued in Chinese

Note 1 CEO Kinsus Interconnect TechnologyCorp.
Assistant Chairman Pegavision Corp
Director Kinsus Corp. (USA), Kinsus Investment, Kinsus Holding (Samoa) Limited, Kinsus Holding (Cayman) Limited, Piotek Holding Ltd.,
Piotek Holdings Ltd.(Cayman), Piotek(HK)TradingLimited.
Note 2 Chief StrategyOfficer Kinsus Interconnect TechnologyCorp.
Chairman Pegatron Corp. (also the Executive CEO), Pegavision Corp., Kinsus Investment, Lumens Digital Optics Inc., Hua Wei Investment, Hua
Yu Investment, Hua Xu Investment, Ri-Kuan Metal Corporation, and Eslite Foundation for Culture and Arts and Fisfisa Media Co.,
Ltd..
Director Asrock Inc., Hua Yuan Investment, Hua Wei Investment, Hua Wei International, AS Fly Travel Service, Azurewave Technologies, Inc.,
FuYang Technology Corp, Pegatron Holding Ltd., Unihan Holding Ltd., Protek Global Holdings Ltd., Magnificent Brightness Ltd.,
Casetek Holdings Ltd., Casetek Holdings Limited(CAYMAN), Pegatron Holland Holding B.V., Digitek Global Holdings Ltd., AMA
Holdings Ltd., Kinsus Corp.(USA), Powtek Holdings Limited, Cotek Holdings Limited, Grand Upright Technology Limited, Alliance
Culture Foundation, Hanguang Education Foundation, Koo Medical Foundation, Lung Yingtai Cultural Foundation, ASLINK
PRECISION CO., LTD., Huang Da-fu Medical Education Promotion Foundation, Fair Winds Foundation, Relations Across the Taiwan
Straits Development Research Foundation, Fullfoods Foundation,BulareyaungDance CompanyFoundation andQPlace Creative Inc..
Chairman Taipei Computer Association,Chinese Cultural And Craeative Park Association
Vice Chairman Monte Jade Science and TechnologyAssociation
Supervisor Ministryof Culture National PerformingArts Center
Note 3 General Manager Kinsus Interconnect TechnologyCorp.
Director Pegavision Corp,FuYangTechnologyCorp
Note 4 Chairman WYSE Research Inc.
Director Eslite Foundation for Culture and Arts, Yonyu Investment and Guang Dian Cinema
Independent Director TXC Corporation, JIMO Corporation, and AU Optronics Corp.
Note 5 Vice Gernal Manager Pegatron Corp.
Director Eslite corp.,Hua Wei Investment,Hua Xu Investment,Kinsus Investment.
Supervisor FuYangTechnologyCorp
Note 6 Director ThroughTek Co.,Ltd.
Independent Director YODN LightingCorp. and Wiwynn Corp.
Supervisor Apex Material TechnologyCorp
Note 7 Chairman Win Semiconductors Corp., Chainwin Agriculture and Animal Technology (Cayman Islands) Ltd., Win-Win Venture Capital Co., Ltd.,
Win-An Investment,Win-jan Investment,Jiangsu Chainwin Agricultural & Animal TechnologyLtd.,Jiangsu Chainwin KangYuan

10

English Translation of The Annual Report Originally Issued in Chinese

Agriculture and Animal Technology Co., Ltd., Jiangsu Merit/CM Agriculture Development Co., Ltd., Jiangsu Win-Win Agriculture
Development Co.,Ltd. and Jiangsu Win-XingAgriculture Development Co.,Ltd.
Assistant Chairman Hiwin Technologies Corp.
Director WIN Semi USA Inc., Win Semiconductors Cayman Island Co., Ltd., Jiangsu Chung-Win Agriculture Development Co., Ltd., TAIPEI
101,Mercuries Life Insurance.
Independent Director TongHsingElectronics Industries,Ltd.
Supervisor Inventec Solar EnergyCorp.
Note 8 Chairman & G/M HAVIX Electronics Co.,Ltd.
Independent Director Pegatron Corp.
Note 9 Director Taiwan Read Foundation
Independent Director Universal Microelectronics Co.,Ltd.,MerryCorp.
Note 10 The chairman of the company and the general manager or equivalent (the top manager) are the same person, relatives of each other, such
as spouse or one parent, should explain the reasons, rationality, necessity and corresponding measures (such as increasing the number
of independent directors) and should be more than half of the directors who do not serve as employees or managers, etc.) related
information:
The chairman of the company also serves as the chief executive officer. In order to improve operating efficiency and decision-making
execution, but in order to strengthen the independence of the board of directors and implement corporate governance, the company plans
to increase the number of independent directors in the future to enhance the functions of the board of directors and strengthen the
supervision function.
At present, the company has the following specific measures:
1. The current three independent directors have expertise in the fields of financial accounting and electronics, respectively, and can
effectively play their supervisory functions.
2. Arrange directors to participate in professional courses of external institutions every year to enhance their professional knowledge.
3. Independent directors can fully discuss in the audit committee and the salary and compensation committee to implement corporate
governance.
4. More than half of the board members are notpart-time employees or managers.

11

English Translation of The Annual Report Originally Issued in Chinese

Major shareholders of the institutional shareholders

Name of the Company’s
institutional shareholder
Major Shareholders of
the Company’s institutional shareholder
Hua Yu Investment Pegatron Corp. (100.00%)
Hua Xu Investment Pegatron Corp. (100.00%)

Major shareholders of the Company’s institutional shareholders

Name of major institutional
shareholders of the Company’s
institutional shareholder
Major Shareholders, if institutional, of
major institutional shareholders of
the Company’s institutional shareholder
PegatronCorp. AsustekComputer Incorporation(17.18%)

12

English Translation of The Annual Report Originally Issued in Chinese

Professional qualifications and independence analysis of directors

Qualification
Name

Meet One of the Following Professional Qualification Requirements,
Together with at Least 5 Years Work Experience

Meet One of the Following Professional Qualification Requirements,
Together with at Least 5 Years Work Experience

Meet One of the Following Professional Qualification Requirements,
Together with at Least 5 Years Work Experience
Independence Criteria (Remark 2) Independence Criteria (Remark 2) Independence Criteria (Remark 2) Independence Criteria (Remark 2) Independence Criteria (Remark 2) Independence Criteria (Remark 2) Independence Criteria (Remark 2) Number of Other
Public Companies
in Which the
Individual is
Concurrently
Serving as an
Independent
Director
An Instructor or Higher
Position in a Department of
Commerce, Law, Finance,
Accounting, or Other Academic
Department Related to the
Business Needs of the
Company in a Public or Private
Junior College, College or
University

A Judge, Public Prosecutor,
Attorney, Certified Public
Accountant, or Other Professional
or Technical Specialist Who has
Passed a National Examination
and been Awarded a Certificate in
a Profession Necessary for the
Business of the Company

Have Work Experience in
the Areas of Commerce,
Law, Finance, or
Accounting, or Otherwise
Necessary for the Business
of the Company
1 2 3 4 5 6 7 8 9 10 11 12
Guo, Ming-Dong - - YES V V V V V V V V V V -
Tong, Zi-Xian - - YES V V V V V V V V -
Chen, Ho-Shu - - YES V V V V V V V V V V -
Su, Yan-Xue - - YES V V V V V V V V V V V 3
Wu, Xiang-Xiang - - YES V V V V V V V V -
Zheng, Zhong-Ren YES - YES V V V V V V V V V V V V 2
Chen, Jin-Cai YES - YES V V V V V V V V V V V V 1
Huang, Chung-Pao - - YES V V V V V V V V V V V V 1
Wu, Hui-Huang - - YES V V V V V V V V V V V V 2

Remark Please tick the corresponding boxes that apply to the directors or supervisors during the two years prior to being elected or during the term of office.

  1. Not an employee of the Company or any of its affiliates.

  2. Not a director or supervisor of the Company’s affiliates. Not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary elected based on Security Act or local regulations.

  3. Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking in the top 10 in holdings.

  4. Not a manager listed in (1) or a spouse listed in (2)(3), relative within the second parent, or direct blood relative within the third parent.

  5. Not a director, supervisor, or employee of a corporate shareholder who directly holds 5% or more of the total number of outstanding shares of the Company or who holds shares ranking in the top five holdings in accordance with Article 27, paragraph 1 or 2 of the Company Law Employed.(However, if the independent directors set up by the company and its parent company, subsidiary company or subsidiary company of the same parent company in accordance with this law or local national laws and regulations are mutually concurrent, they are not limited.)

  6. Not a director, supervisor or servant of other companies controlled by the same person for more than half of the shares of the company's directors or voting rights. (However, if the independent directors set up by the company and its parent company, subsidiary company or subsidiary company of the same parent company in accordance with this law or local national laws and regulations are mutually concurrent, they are

13

English Translation of The Annual Report Originally Issued in Chinese

not limited.)

  1. Directors, supervisors or servants of other companies or organizations who are not the same person or spouse with each other and are the same person or spouse (If the independent directors established by subsidiaries of the same parent company in accordance with this law or local laws and regulations serve concurrently, they are not limited to this).

  2. Directors, supervisors, managers or shareholders holding more than 5% of a specific company or organization that does not have financial or business dealings with the company (but specific companies or

  3. organizations such as hold more than 20% of the company's total issued shares, but not more than 50%, and it is set up by the company and its parent company, subsidiary or subsidiary of the same parent company in accordance with this law or local national laws and regulations if independent directors serve concurrently, they are not limited to this)

  4. Professionals, sole proprietorships, partnerships, business owners of companies or institutions that do not provide audits for companies or related companies or business, legal, financial, accounting and other related services that have not received NT $ 500,000 in cumulative compensation in the past two years Partners, directors (directors), supervisors (supervisors), managers and their spouses. However, the members of the Remuneration Committee, Public Acquisition Review Committee, or M & A Special Committee that perform their duties in accordance with the relevant laws and regulations of the Securities Exchange Act or the Corporate M & A Act are not limited.

  5. Has no relationship with other directors within the scope of spouse or second parent.

  6. Not been a person of any conditions defined in Article 30 of the Company Law.

  7. Not a governmental, juridical person or its representative as defined in Article 27 of the Company Law.

14

English Translation of The Annual Report Originally Issued in Chinese

(b) The general manager, assistant general managers, deputy assistant general managers and the chief of all the Company's divisions and branch units

As of March 30, 2020

Title Nationality/
Country of
Origin
Name Gender Date Effective Shareholding Shareholding Spouse &
Minor
Shareholding
Spouse &
Minor
Shareholding
Shareholding by
Title Nominee
Arrangement
Shareholding by
Title Nominee
Arrangement
Experience(Education) Other
Position
Managers who are
Spouses
or Within Two Degrees of
Kinship
Managers who are
Spouses
or Within Two Degrees of
Kinship
Managers who are
Spouses
or Within Two Degrees of
Kinship
Note
Shares % Shares % Shares % Title Name
Relation
CSO R.O.C Tong, Zi-Xian Male 2014.11.01 200,000 0.04% Computer and Communication
Engineering /Taipei Tech
Chairman/PEGTRON Corp.
Page 10/Note 2
CEO R.O.C Guo, Ming-Dong Male 2000.09.11 1,069,795 0.24%
National Taipei University of Technology
General Maneger/ UnicapElectronics Industrial Corp.
Page 10/Note 1 Note
General Manager R.O.C Chen, Ho-Shu Male 2000.09.11 361,002 0.08% Physics/Qinghua Univ.
Production Manger/Motorola
Page 10/Note 3
CTO R.O.C Zhang, Qian-Wei Male 2000.09.11 391,614 0.09% Mechanics/National Central Univ.
PCB Manager/MANZ Electronics
Director of FuYang
Technology Corp.
COO R.O.C Hu, Gui-Qin Female 2016.09.01
Chemical Engineering/Chung Yuan Christian
Univ.
General Manager/Tripod Technology
Corporation
N/A
Senior Assistant GM R.O.C Huang, Geng-Fang Male 2005.08.01 314,875 0.07% Ta Hwa Univ. of Science&Technology
Senior Manager/MITAC Int'l Corp.
N/A
Assistant GM R.O.C Lin, Zhi-Wei Male 2001.03.01 24,909 0.01%
Material Science & Enginnering/Qinghua
QC Manager/AU Optronics Corp
N/A
Assistant GM R.O.C Huang, Sheng-
Chuan
Male 2015.02.01
Mechanical Engineering/Univ. of Cambridge
Senior Manager/UNICAP Electronics
N/A
Assistant GM R.O.C Wu, Wei-Wen Male 2016.09.01
Master of Management/Wichita State Univ.
Assistant GM/Tripod Technology Corporation
N/A
Assistant GM R.O.C Zhuang, Da-Zhong Male 2019.09.16
Master of Business Management/Royal Roads
University
Department Director/United Microelectronics
Corp.
N/A
Finance Supervisor R.O.C Liu, Su-Zhen Female 2010.08.01 32,100 0.01% M.B.A/National Central Univ.
Junior Manager/EY Accounting Firm
Director of Kinsus
Interconnect Technology
Suzhou Corp. and Xiang-
Shou(Suzhou) Trading
Limited

15

English Translation of The Annual Report Originally Issued in Chinese

Note:When the manager or equivalent (the top manager) and the chairman are the same person, relatives such as spouse or first relative, they should disclose the reasons, rationality, necessity and corresponding measures (such as increasing the number of independent directors more than half of the directors have not served as employees or managers.):Page 9/Note 10.

  • (c) Remuneration paid during 2019 to directors, the general manager, and assistant general manager

Unit: NT$’000

Title Name Remuneration Remuneration Remuneration Remuneration Remuneration Remuneration Remuneration Remuneration Ratio of Total
Remuneration
(A+B+C+D) to Net
Income (%)(Rmk10)
Ratio of Total
Remuneration
(A+B+C+D) to Net
Income (%)(Rmk10)
Relevant Remuneration Received byDirectors Who are Also Employees Relevant Remuneration Received byDirectors Who are Also Employees Relevant Remuneration Received byDirectors Who are Also Employees Relevant Remuneration Received byDirectors Who are Also Employees Relevant Remuneration Received byDirectors Who are Also Employees Relevant Remuneration Received byDirectors Who are Also Employees Relevant Remuneration Received byDirectors Who are Also Employees Relevant Remuneration Received byDirectors Who are Also Employees Ratio of Total
Compensation
(A+B+C+D+E+F+G) to
Net Income (%)(Rmk10)
Ratio of Total
Compensation
(A+B+C+D+E+F+G) to
Net Income (%)(Rmk10)
Compensation
Paid to
Directors from
an Invested
Company
Other than the
Company’s
Subsidiary or
Parent company
(Rmk11)
Base Compensation (A)
(Rmk.2)
Severance Pay (B) Bonus to Directors
(C)(Rmk.3)
Allowances(D)(Rmk.4) Salary, Bonuses, and
Allowances (E) (Rmk5)
Severance Pay
Profit (F)
Profit Sharing- Employee Bonus (G)
(Rmk6)
The
Company
Companies
in the
consolidated
financial
statements
(Rmk7)
The
Company
Companies
in the
consolidated
financial
statements
(Rmk7)
The
Company
Companies
in the
consolidated
financial
statements
(Rmk7)
The
Company
Companies
in the
consolidated
financial
statements
(Rmk7)
The
Company
Companies
in the
consolidated
financial
statements
(Rmk7)
The
Company
Companies
in the
consolidated
financial
statements
(Rmk7)
The
Company
Companies
in the
consolidated
financial
statements
(Rmk7)
The Company Companies in
the consolidated
financial statements
(Rmk8)
The
Company
Companies
in the
consolidated
financial
statements
(Rmk7)
Cash Stock Cash Stock
Chairman Guo,Ming-Dong - - - - - 1,615 - - 0.00% -0.08% 7,131 7,131 - - - - - - -0.35% -0.43% N/A
Director Tong,Zi-Xian - - - - - 1,615 - - 0.00% -0.08% - - - - - - - - 0.00% -0.08% 16,606
Director Chen,Ho-Shu - - - - - - - 907 0.00% -0.04% 5,060 5,060 108 108 - - - - -0.26% -0.30% N/A
Director Hua Xu Investment - - - - - - - - 0.00% 0.00% - - - - - - - - 0.00% 0.00% N/A
Hua Xu Investment
Rep.: Su, Yan-Xue
- - - - - - - - 0.00% 0.00% - - - - - - - - 0.00% 0.00% 16,606
Director Hua Yu Investment - 800 - - - 705 - - 0.00% -0.07% - - - - - - - - 0.00% -0.07% N/A
Hua Yu Investment
Rep.:Wu, Xiang-Xiang
- - - - - - - - 0.00% 0.00% - - - - - - - - 0.00% 0.00% 16,606
Director Zheng,Zhong-Ren - - - - - - 200 200 -0.01% -0.01% - - - - - - - - -0.01% -0.01% N/A
Independent
Director
Chen, Jin-Cai - - - - - - 280 280 -0.01% -0.01% - - - - - - - - -0.01% -0.01% N/A
Independent
Director
Huang, Chun-Bao - - - - - - 280 280 -0.01% -0.01% - - - - - - - - -0.01% -0.01% 16,606
Independent
Director
Wu, Hui-Huang - - - - - - 280 280 -0.01% -0.01% - - - - - - - - -0.01% -0.01% N/A

Note:

  1. The company's after-tax net loss in 2019, so there is no provision for directors 'compensation and employees' compensation in 2019.

  2. The Severance pay listed above is an accrual while the actual payment is zero.

16

English Translation of The Annual Report Originally Issued in Chinese

*Please state the policy, system, standards and structure of independent directors' remuneration payment and according to the responsibilities, risks, time invested and other factors, describe the relevance to the amount of remuneration:

The remuneration of independent directors of the company is paid by the remuneration committee with reference to the normal level of the industry, also consider the related rationality of individual performance, company performance and future risks to recommend compensation for directors' salaries and submit this recommendation to the board of directors for resolution.

*In addition to the above table, the directors who provided services for all companies in the financial report (such as consultants who are non-employees) received zero remuneration in the recent year.

Range of Remuneration

Remark:

  1. Board directors should be disclosed separately (Corporation-stockholder and Representative should be marked), and the payment should be displayed in a consolidated amount. The board directors who also act as Chairman or GM should fill in the following Form (3-1) or (3-2-1) and (3-2-2).

  2. Refers to the latest pay which includes basic base compensation, professional allowance, severance pay, and the other bonuses.

  3. Bonus to Directors had approved in board meeting before shareholder meeting.

  4. Refers to the consolidated allowances which include honorarium, special disbursement, and the other allowances. The allowances which include housing, cars, and the other vehicles should be listed the nature and the cost of asset on actual or market value. If accompanied with drivers, please remark their payment excluded from personal payment.

  5. Refers to the consolidated remuneration received by directors who are also employees which include honorarium, special disbursement, and the other allowances. The allowances which include housing, cars, and the other vehicles should be listed the nature and the cost of asset on actual or market value. If accompanied with drivers, the drivers’ salary shall be remarked but excluded from the persons’ compensation. In addition, acquiring employee stock options, employee’s restricted stocks right and the right to subscribe in cash offerings shall be taken into consideration in recognizing the compensation cost based on IFRS#2, Share-based Compensation.

  6. Refers to the consolidated remuneration received by directors who are also employees (GM, assistant GM, and the other managers) which include stock bonus and cash bonus should be listed the approved number in board meeting before shareholder meeting. If unable to forecast, take reference to the last year, and fill in the Form 1-3.

  7. Disposed the consolidated payment of our company and all the other companies in this report.

  8. The payment to all the board directors by our company would be disclosed.in the form of range of remuneration.

  9. The consolidated payment to all the board directors by our company and the other companies would be listed in the form of range of remuneration.

  10. 10.The after-tax net profit refers to the one happened in personal or individual financial statement in the latest year.

  11. 11.a. This column should dispose the remuneration to the board directors from our affiliates and the other investments or parent company.

17

English Translation of The Annual Report Originally Issued in Chinese

  • b. The remuneration to the board directors from our affiliates and the other investments should be including the column J and defined as other investment.

  • c. The remuneration received by directors refers to the one paid by other investment other than the Company’s Subsidiary in the positions of the board director, supervisor, or manager which include honorarium, special disbursement and the other allowances.

  • *The forms here are for information disposal, not applicable for taxation if conflicts aroused with law.

18

English Translation of The Annual Report Originally Issued in Chinese

Remuneration of the general manager and assistant general managers

Unit: NT$’000

Base Compensation (A)
Rk 2
Sever ance Pay (B) Bonus and Special
All Rk 3
Disposition of Net Earnings (D)
Rk 4
Ratio of Total
Remuneration
ABCD t Nt
Compensation Paid to
Supervisors from an
(emar ) owance (emar ) (emar ) (+++) o e
Income (%) (Remark 8)

Invested Company
Title Name Companies in the Companies in the Companies in the Companies in the Companies in the Other than the
The
Company
consolidated
financial statements
(Remark 5)
The
Company
consolidated
financial statements
(Remark 5)
The
Company
consolidated
financial statements
(Remark 5)
The Company consolidat
statements
ed financial
(Remark 5)
The
Company
consolidated
financial statements
(Remark 5)
Company’s Subsidiary
Or parent company
(Remark 9)
Cash Stock Cash Stock
CSO Tong, Zi-Xian 28,496 28,496 779 779 7,721 7,721 - - - - -1.83% -1.83% 16,,606
CEO Guo, Ming-Dong
General Manger Chen, Ho-Shu
CTO Zhang, Qian-Wei
COO Hu, Gui-Qin
Senior Assistant GM Huang, Geng-Fang
Assistant GM Lin, Zhi-Wei
Assistant GM Huang, Sheng-Chuan
Assistant GM Wu, Wei-Wen
Assistant GM Zhuang, Da-Zhong
  • *It is required to be disclosed for a position equivalent to the General Manager, Assistant General Manager (example: President, CEO, Executive supervisor, etc.) Note:

  • The company's after-tax net loss in 2019, so there is no provision for directors 'compensation and employees' compensation in 2019.

  • The retirement pay listed above is based on an accrual only while the actual payment was zero.

19

English Translation of The Annual Report Originally Issued in Chinese

Range of Remuneration

Range of Remuneration Name of the general manager and assistant general managers Name of the general manager and assistant general managers
The Company
(Remark 6)
Parent company and invested
company (Remark 7)
Under NT$1,000,000 Tong, Zi-Xian -
NT$1,000,000 ~ NT$2,000,000 Zhuang, Da-Zhong Zhuang, Da-Zhong
NT$2,000,000 ~ NT$3,500,000 Huang, Geng-Fang
Lin, Zhi-Wei
Huang, Sheng-Chuan
Wu, Wei-Wen
Huang, Geng-Fang
Lin, Zhi-Wei
Huang, Sheng-Chuan
Wu, Wei-Wen
NT$3,500,000 ~ NT$5,000,000 Zhang, Qian-Wei
Hu, Gui-Qin
Zhang, Qian-Wei
Hu, Gui-Qin
NT$5,000,000 ~ NT$10,000,000 Guo, Ming-Dong
Chen, Ho-Shu
Guo, Ming-Dong
Chen, Ho-Shu
NT$10,000,000 ~ NT$15,000,000 - -
NT$15,000,000 ~ NT$30,000,000 - Tong, Zi-Xian
NT$30,000,000 ~ NT$50,000,000 - -
NT$50,000,000 ~ NT$100,000,000 - -
Over NT$100,000,000 - -
Total 10 10

Remark:

  1. GM, assistant GM should be disclosed separately, and the payment should be displayed in a consolidation. The board directors who also act as Chairman or GM should fill in this form and the following Form (1-1) or (1-2).

  2. Refers to the latest pay of the GM, assistant GM which include basic base compensation, professional allowance, and severance pay.

20

English Translation of The Annual Report Originally Issued in Chinese

  1. Refers to the consolidated allowances of the GM, assistant GM which include honorarium, special disbursement, and the other allowances. The allowances which include housing, cars, and the other vehicles should be listed the nature and the cost of asset on actual or market value. If accompanied with drivers, the drivers’ salary shall be remarked but excluded from the persons’ compensation. In addition, acquiring employee stock options, employee’s restricted stocks right and the right to subscribe in cash offerings shall be taken into consideration in recognizing the compensation cost based on IFRS#2, Share-based Compensation.

  2. Refers to the consolidated remuneration received by the GM, assistant GM who are which include stock bonus and cash bonus should be disposed the approved number in board meeting before shareholder meeting. If unable to forecast, take reference to the last year, and fill in the Form 1-3. The after-tax net profit refers to the one happened in personal or individual financial statement in the latest year.

  3. Disposed the consolidated payment of our company and all the other companies in this report.

  4. The payment to all the GM, assistant GM by our company would be disclosed.in the form of range of remuneration.

  5. The payment to all the GM, assistant GM by our company and the other companies should be disclosed.in the form of range of remuneration.

  6. The after-tax net profit refers to the one happened in personal or individual financial statement in the latest year.

  7. a. This column should dispose the remuneration to the GM, assistant GM from our affiliates and the other investments or parent company.

  8. b. The remuneration to the GM, assistant GM from our affiliates and the other investments should be included in column and defined as other investment.

  9. c. The remuneration received by GM, assistant GM from our subsidiaries and the other investments other than the Company’s in the positions of the board director, supervisor, or manager which include honorarium, special disbursement, and the other allowances.

  10. *The forms here are for information disposal, not applicable for taxation if conflicts aroused with law.

21

English Translation of The Annual Report Originally Issued in Chinese

The remuneration of the company's top five remuneration executives(Remark 1)

Unit: NT$’000

Unit: NT$’000
Title Name Base Compensation (A)
(Remark 2)
Severan ce Pay (B) Bonus and Special
Allowance (C) (Remark 3)
Disposition of Net Earnings (D)
(Remark 4)
Ratio of Total
Remuneration
(A+B+C+D) to Net
Income(%) (Remark 6)
Compensation Paid to
Supervisors from an
Invested Company
Other than the
Company’s Subsidiary
Or parent company
(Remark 7)
The
Company
Companies
in the
consolidated
financial
statements
(Remark 5)
The
Company
Companies
in the
consolidated
financial
statements
(Remark 5)
The
Company
Companies
in the
consolidated
financial
statements
(Remark 5)
The Company Companies in
the
consolidated
financial
statements
(Remark 5)
The
Company
Companies
in the
consolidated
financial
statements
(Remark 5)
Cash Stock Cash Stock
CEO Guo, Ming-Dong 5,757 5,757 - - 1,374 1,374 - - - - -0.35% -0.35% N/A
General Manger Chen, Ho-Shu 4,076 4,076 108 108 984 984 - - - - -0.26% -0.26% N/A
CTO Zhang, Qian-Wei 3,996 3,996 108 108 932 932 - - - - -0.25% -0.25% N/A
COO Hu, Gui-Qin 3,928 3,928 108 108 932 932 - - - - -0.24% -0.24% N/A
Senior Assistant GM Huang, Geng-Fang 2,792 2,792 108 108 671 671 - - - - -0.18% -0.18% N/A

Remark:

  1. The so-called "top five top executives of remuneration", which refers to the identification standards of company managers to the relevant managers, based on the former Securities and Futures Management Committee of the Ministry of Finance on March 27, 1992, Taiwan Finance Certificate No. 0920001301 The letter stipulates the application scope of "manager". As for the calculation and determination principle of "the top five remunerations are highest", the company managers receive the salaries, retirement pensions, bonuses and special expenses from all companies in the consolidated financial report, and the total number of employee remuneration (that is, A+B+C+D four totals), and after the ranking, the top five highest remuneration are recognized. If the director concurrently serves as the former supervisor, this table and the above table (1-1) should be filled out.

  2. It is to fill in the salary, job bonus, and severance pay of the top five remuneration supervisors in the recent year.

  3. It is to fill in the various types of bonuses, rewards, car and horse fees, special expenses, various allowances, dormitory, car allocation and other physical provision and other remuneration amounts of the top five remuneration supervisors in the most recent year. When providing expenditures on houses, cars and other vehicles or exclusive individuals, the nature and cost of the assets provided, the actual or fair market rent, fuel and other payments should be disclosed. In addition, if there is a driver, please note that the company

22

English Translation of The Annual Report Originally Issued in Chinese

pays the relevant remuneration for the driver, but it is not included in the remuneration. In addition, the salary expenses recognized in accordance with IFRS 2 "Share-based Payment", including obtaining employee stock option certificates, restricting employee rights new shares and participating in cash capital increase subscription shares, etc., should also be included in the remuneration.

  1. It is to fill in the employee compensation amount (including stock and cash) of the top five remuneration executives approved by the board of directors in the most recent year. Table one tertiary.

  2. The total amount of remuneration paid to the top five remuneration executives of the company by all companies (including the company) in the consolidated report should be disclosed.

  3. Net profit after tax refers to net profit after tax in the most recent individual or individual financial report.

  4. a. This column should clearly list the top five remuneration executives of the company receiving the remuneration from the reinvestment business outside the subsidiary or the parent company (if not, please fill in "N/A").

  5. b. Remuneration refers to the remuneration, remuneration (including the remuneration of employees, directors and supervisors) and business received by the company's top five highest remunerated executives as directors, supervisors or managers of non-subsidiary companies or parent companies Execution fees and other related remuneration.

  6. *The forms here are for information disposal, not applicable for taxation if conflicts aroused with law.

23

English Translation of The Annual Report Originally Issued in Chinese

The name of each individual and the corresponding remuneration amount

Unit: NT$’000

Unit: NT$’000
Title Name Stock Bonus Cash Bonus Total % of Net income (%)
Managers CSO Tong, Zi-Xian - - - -
CEO Guo, Ming-Dong
General Manager Chen, Ho-Shu
CTO Zhang,Qian-Wei
COO Hu, Gui-Qin
Senior Assistant GM Huang, Geng-Fang
Assistant GM Lin, Zhi-Wei
Assistant GM Huang, Sheng-Chuan
Assistant GM Wu, Wei-Wen
Assistant GM Zhuang, Da-Zhong
Finance Supervisor Liu, Su-Zhen

Note: The company's after-tax net loss in 2019, so there is no provision for directors 'compensation and employees' compensation in 2019.

Remark:

  1. Names and titles should be disclosed individually and the earning distribution may be disclosed in consolidation.

  2. The earnings distribution for the managers approved in board meeting which include stock bonus and cash bonus will be estimated by the numbers given last year. The after-tax net profit refers to the one happened in personal or individual financial statement in the latest year.

  3. Scope of application of the Manager is regulated by TWSE file No.0920001301 on March 27, 2003 and defined as (1) President and equivalent rank (2) Vice President and equivalent rank (3) Junior President and equivalent rank (4) Financial Supervisor (5) Accounting Supervisor (6) Other signed for management services and the rights of man.

  4. Board directors, GM and assistant GM who receive employee bonuses (including stock dividends and cash bonus) should fill in this form and Form1-2.

24

English Translation of The Annual Report Originally Issued in Chinese

  • (d) Separately compare and describe total remuneration, as a percentage of net income stated in the parent company only financial reports or individual financial reports, as paid by this company and by each other company included in the consolidated financial statements during the past 2 fiscal years to directors, supervisors, general managers, and assistant general managers, and analyze and describe remuneration policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating performance and future risk exposure.

  • a. The ratio of total remuneration paid by the Company and by all companies included in the consolidated financial statements for the two most recent fiscal years to directors, supervisors, presidents and vice presidents of the Company, to the net income.

Unit: NT$’000

Unit: NT$’000
Year
Title
2019 2018
Total
remuneration
Total remuneration
to net income(%)

Total
remuneration
Total remuneration to
net income(%)
Director 1,040 -0.05% 3,592 1.03%
GM and
Assistant GM
36,996 -1.83% 45,251 12.95%
  • b.The ratios of remuneration paid to directors, presidents and vice presidents of the Company in the last two years, and the percentage to net income, in 2019 and 2018. The policy, standards, and portfolios for the payment of remuneration will perform its duties and submit its recommended director's remuneration to the board of directors for discussion. In addition, according to Article 24 of the company's articles of association, if the company makes a profit, no more than 1% should be set aside as directors' remuneration. Directors who do not hold positions within the group will pay for business execution costs with reference to the normal level of payment in the industry. The compensation to management employees is measured based on the employees’ personal achievements, contribution made to the business operation, and the market averages. The compensations to directors and management employees have been reviewed by the Company’s Compensation Committee, proposed to the Board of Directors and to be reported in annual stockholders’ meeting.

25

English Translation of The Annual Report Originally Issued in Chinese

  • (3) The state of the Company's implementation of corporate governance

  • (A) The state of operations of the board of directors

A total of 5 (A) meetings of the Board of Directors were held in 2019. The attendance of directors was as follows:

Title Name (Remark 1) Attendance in
Person(B)
By
Proxy
Attendance Rate (%)
【B/A】(Remark 2)
Note
Chairman Guo, Ming-Dong 5 0 100%
Director Tong, Zi-Xian 4 1 80%
Director Chen, Ho-Shu 5 0 100%
Director Hua Xu Investment
Representative:
Su, Yan-Xue
4 1 80%
Director Hua Yu Investment
Representative:
Wu, Xiang-Xiang
5 0 100%
Director Cheng, Zhong-Ren 5 0 100%
Independent director Chen, Jin-Cai 5 0 100%
Independent director Hwang, Chung-Pao 5 0 100%
Independent director Wu, Hui-Huang 4 1 80%
Other mentionable items:
1.The date of board meeting, the term, the content of proposal in board meeting, the opinions of all independent directors, and
the Company’s response or action to the independent directors’ opinions shall be specified in the meeting minutes if one of
the following situations is met:
(1) The items listed in article #14-3 of Security Act. (None)
(2) In addition to Item # (1) above, those resolutions accompanying with independent directors’ written objection or
qualification. (None)
2. If there are directors’ avoidance of motions in conflict of interest, the directors’ names, contents of motion, causes for
avoidance and voting should be specified:
Date: 2019/07/29
Contents of motion: For the proposed 2019 adjustment on managers’ compensations and the amounts of employee
compensation for managers.
The directors of conflict of interest: Tong, Zi-Xian, Guo, Ming-Dong, Chen, Ho-Shu
Reason: According to article 15 of “Rules of Procedure for Board of Directors Meeting”, Tong, Zi-Xian, Guo, Ming-Dong,
and Chen, Ho-Shu are managers in the company, they may not participate in discussion or voting on that agenda and Guo,
Ming-Dong appointed Wu, Xiang-Xiang to preside over the discussion or voting of the agenda.
Conclusion: 9 directors attended, and 3 persons were deducted due to conflict of interest. The voting result was 6 people
favorable. The proposal was approved.
Contents of motion: Draftingof the company's carriage fee case for the company's non-director directors in 2019.

26

English Translation of The Annual Report Originally Issued in Chinese













3.

4.
The directors of conflict of interest: Cheng, Zhong-Ren, Chen, Jin-Cai, Hwang, Chung-Pao, Wu, Hui-Huang
Reason: Recommend Cheng, Zhong-Ren, Chen, Jin-Cai, Hwang, Chung-Pao, and Wu, Hui-Huang serve as members of
Remuneration Committee, and they may not participate in discussion or voting on that agenda according toarticle 15of
“Rules of Procedure for Board of Directors Meeting”
Conclusion: 9 directors attended, and 4 persons were deducted due to conflict of interest. The voting result was 5 people
favorable. The proposal was approved.
Date: 2019/12/30
Contents of motion: Drafting a compensation case for the company's directors not holding positions within the group.
The directors of conflict of interest: Cheng, Zhong-Ren, Chen, Jin-Cai, Hwang, Chung-Pao, Wu, Hui-Huang
Reason: Recommend Cheng, Zhong-Ren, Chen, Jin-Cai, Hwang, Chung-Pao, and Wu, Hui-Huang serve as members of
Remuneration Committee, and they may not participate in discussion or voting on that agenda according toarticle 15of
“Rules of Procedure for Board of Directors Meeting”
Conclusion: 9 directors attended, and 4 persons were deducted due to conflict of interest. The voting result was 5 people
favorable. The proposal was approved.
Contents of motion : For the proposed 2019 payment on year-end bonus for managers.
The directors of conflict of interest: Tong, Zi-Xian, Guo, Ming-Dong, Chen, Ho-Shu
Reason: According to article 15 of “Rules of Procedure for Board of Directors Meeting”, Tong, Zi-Xian, Guo, Ming-Dong,
and Chen, Ho-Shu are managers in the company, they may not participate in discussion or voting on that agenda and Guo,
Ming-Dong appointed Wu, Xiang-Xiang to preside over the discussion or voting of the agenda.
Conclusion: 9 directors attended, and 3 persons were deducted due to conflict of interest. The voting result was 6 people
favorable. The proposal was approved.
Listed OTC companies should disclose information on the evaluation cycle and period, evaluation scope, methods, and
evaluation contents of the board ’s self (or peer) evaluation, and fill out the schedule for the implementation of the board ’s
evaluation : The company has formulated the board of directors performance evaluation method on December 30, 2019,
effective from January 1, 2020. Therefore, the implementation of the board evaluation is not applicable.
Evaluation of the implementation of the board of directors
The directors of conflict of interest: Cheng, Zhong-Ren, Chen, Jin-Cai, Hwang, Chung-Pao, Wu, Hui-Huang
Reason: Recommend Cheng, Zhong-Ren, Chen, Jin-Cai, Hwang, Chung-Pao, and Wu, Hui-Huang serve as members of
Remuneration Committee, and they may not participate in discussion or voting on that agenda according toarticle 15of
“Rules of Procedure for Board of Directors Meeting”
Conclusion: 9 directors attended, and 4 persons were deducted due to conflict of interest. The voting result was 5 people
favorable. The proposal was approved.
Date: 2019/12/30
Contents of motion: Drafting a compensation case for the company's directors not holding positions within the group.
The directors of conflict of interest: Cheng, Zhong-Ren, Chen, Jin-Cai, Hwang, Chung-Pao, Wu, Hui-Huang
Reason: Recommend Cheng, Zhong-Ren, Chen, Jin-Cai, Hwang, Chung-Pao, and Wu, Hui-Huang serve as members of
Remuneration Committee, and they may not participate in discussion or voting on that agenda according toarticle 15of
“Rules of Procedure for Board of Directors Meeting”
Conclusion: 9 directors attended, and 4 persons were deducted due to conflict of interest. The voting result was 5 people
favorable. The proposal was approved.
Contents of motion : For the proposed 2019 payment on year-end bonus for managers.
The directors of conflict of interest: Tong, Zi-Xian, Guo, Ming-Dong, Chen, Ho-Shu
Reason: According to article 15 of “Rules of Procedure for Board of Directors Meeting”, Tong, Zi-Xian, Guo, Ming-Dong,
and Chen, Ho-Shu are managers in the company, they may not participate in discussion or voting on that agenda and Guo,
Ming-Dong appointed Wu, Xiang-Xiang to preside over the discussion or voting of the agenda.
Conclusion: 9 directors attended, and 3 persons were deducted due to conflict of interest. The voting result was 6 people
favorable. The proposal was approved.
Listed OTC companies should disclose information on the evaluation cycle and period, evaluation scope, methods, and
evaluation contents of the board ’s self (or peer) evaluation, and fill out the schedule for the implementation of the board ’s
evaluation : The company has formulated the board of directors performance evaluation method on December 30, 2019,
effective from January 1, 2020. Therefore, the implementation of the board evaluation is not applicable.
Evaluation of the implementation of the board of directors
The directors of conflict of interest: Cheng, Zhong-Ren, Chen, Jin-Cai, Hwang, Chung-Pao, Wu, Hui-Huang
Reason: Recommend Cheng, Zhong-Ren, Chen, Jin-Cai, Hwang, Chung-Pao, and Wu, Hui-Huang serve as members of
Remuneration Committee, and they may not participate in discussion or voting on that agenda according toarticle 15of
“Rules of Procedure for Board of Directors Meeting”
Conclusion: 9 directors attended, and 4 persons were deducted due to conflict of interest. The voting result was 5 people
favorable. The proposal was approved.
Date: 2019/12/30
Contents of motion: Drafting a compensation case for the company's directors not holding positions within the group.
The directors of conflict of interest: Cheng, Zhong-Ren, Chen, Jin-Cai, Hwang, Chung-Pao, Wu, Hui-Huang
Reason: Recommend Cheng, Zhong-Ren, Chen, Jin-Cai, Hwang, Chung-Pao, and Wu, Hui-Huang serve as members of
Remuneration Committee, and they may not participate in discussion or voting on that agenda according toarticle 15of
“Rules of Procedure for Board of Directors Meeting”
Conclusion: 9 directors attended, and 4 persons were deducted due to conflict of interest. The voting result was 5 people
favorable. The proposal was approved.
Contents of motion : For the proposed 2019 payment on year-end bonus for managers.
The directors of conflict of interest: Tong, Zi-Xian, Guo, Ming-Dong, Chen, Ho-Shu
Reason: According to article 15 of “Rules of Procedure for Board of Directors Meeting”, Tong, Zi-Xian, Guo, Ming-Dong,
and Chen, Ho-Shu are managers in the company, they may not participate in discussion or voting on that agenda and Guo,
Ming-Dong appointed Wu, Xiang-Xiang to preside over the discussion or voting of the agenda.
Conclusion: 9 directors attended, and 3 persons were deducted due to conflict of interest. The voting result was 6 people
favorable. The proposal was approved.
Listed OTC companies should disclose information on the evaluation cycle and period, evaluation scope, methods, and
evaluation contents of the board ’s self (or peer) evaluation, and fill out the schedule for the implementation of the board ’s
evaluation : The company has formulated the board of directors performance evaluation method on December 30, 2019,
effective from January 1, 2020. Therefore, the implementation of the board evaluation is not applicable.
Evaluation of the implementation of the board of directors
The directors of conflict of interest: Cheng, Zhong-Ren, Chen, Jin-Cai, Hwang, Chung-Pao, Wu, Hui-Huang
Reason: Recommend Cheng, Zhong-Ren, Chen, Jin-Cai, Hwang, Chung-Pao, and Wu, Hui-Huang serve as members of
Remuneration Committee, and they may not participate in discussion or voting on that agenda according toarticle 15of
“Rules of Procedure for Board of Directors Meeting”
Conclusion: 9 directors attended, and 4 persons were deducted due to conflict of interest. The voting result was 5 people
favorable. The proposal was approved.
Date: 2019/12/30
Contents of motion: Drafting a compensation case for the company's directors not holding positions within the group.
The directors of conflict of interest: Cheng, Zhong-Ren, Chen, Jin-Cai, Hwang, Chung-Pao, Wu, Hui-Huang
Reason: Recommend Cheng, Zhong-Ren, Chen, Jin-Cai, Hwang, Chung-Pao, and Wu, Hui-Huang serve as members of
Remuneration Committee, and they may not participate in discussion or voting on that agenda according toarticle 15of
“Rules of Procedure for Board of Directors Meeting”
Conclusion: 9 directors attended, and 4 persons were deducted due to conflict of interest. The voting result was 5 people
favorable. The proposal was approved.
Contents of motion : For the proposed 2019 payment on year-end bonus for managers.
The directors of conflict of interest: Tong, Zi-Xian, Guo, Ming-Dong, Chen, Ho-Shu
Reason: According to article 15 of “Rules of Procedure for Board of Directors Meeting”, Tong, Zi-Xian, Guo, Ming-Dong,
and Chen, Ho-Shu are managers in the company, they may not participate in discussion or voting on that agenda and Guo,
Ming-Dong appointed Wu, Xiang-Xiang to preside over the discussion or voting of the agenda.
Conclusion: 9 directors attended, and 3 persons were deducted due to conflict of interest. The voting result was 6 people
favorable. The proposal was approved.
Listed OTC companies should disclose information on the evaluation cycle and period, evaluation scope, methods, and
evaluation contents of the board ’s self (or peer) evaluation, and fill out the schedule for the implementation of the board ’s
evaluation : The company has formulated the board of directors performance evaluation method on December 30, 2019,
effective from January 1, 2020. Therefore, the implementation of the board evaluation is not applicable.
Evaluation of the implementation of the board of directors
The directors of conflict of interest: Cheng, Zhong-Ren, Chen, Jin-Cai, Hwang, Chung-Pao, Wu, Hui-Huang
Reason: Recommend Cheng, Zhong-Ren, Chen, Jin-Cai, Hwang, Chung-Pao, and Wu, Hui-Huang serve as members of
Remuneration Committee, and they may not participate in discussion or voting on that agenda according toarticle 15of
“Rules of Procedure for Board of Directors Meeting”
Conclusion: 9 directors attended, and 4 persons were deducted due to conflict of interest. The voting result was 5 people
favorable. The proposal was approved.
Date: 2019/12/30
Contents of motion: Drafting a compensation case for the company's directors not holding positions within the group.
The directors of conflict of interest: Cheng, Zhong-Ren, Chen, Jin-Cai, Hwang, Chung-Pao, Wu, Hui-Huang
Reason: Recommend Cheng, Zhong-Ren, Chen, Jin-Cai, Hwang, Chung-Pao, and Wu, Hui-Huang serve as members of
Remuneration Committee, and they may not participate in discussion or voting on that agenda according toarticle 15of
“Rules of Procedure for Board of Directors Meeting”
Conclusion: 9 directors attended, and 4 persons were deducted due to conflict of interest. The voting result was 5 people
favorable. The proposal was approved.
Contents of motion : For the proposed 2019 payment on year-end bonus for managers.
The directors of conflict of interest: Tong, Zi-Xian, Guo, Ming-Dong, Chen, Ho-Shu
Reason: According to article 15 of “Rules of Procedure for Board of Directors Meeting”, Tong, Zi-Xian, Guo, Ming-Dong,
and Chen, Ho-Shu are managers in the company, they may not participate in discussion or voting on that agenda and Guo,
Ming-Dong appointed Wu, Xiang-Xiang to preside over the discussion or voting of the agenda.
Conclusion: 9 directors attended, and 3 persons were deducted due to conflict of interest. The voting result was 6 people
favorable. The proposal was approved.
Listed OTC companies should disclose information on the evaluation cycle and period, evaluation scope, methods, and
evaluation contents of the board ’s self (or peer) evaluation, and fill out the schedule for the implementation of the board ’s
evaluation : The company has formulated the board of directors performance evaluation method on December 30, 2019,
effective from January 1, 2020. Therefore, the implementation of the board evaluation is not applicable.
Evaluation of the implementation of the board of directors
Evaluation cycle Evaluationperiod Evaluation scope Evaluation method Evaluation content
Not applicable Not applicable Not applicable Not applicable Not applicable
Measures taken to strengthen the functionality of the board:
(1) The Company has established the “Rules of Procedure for Board of Directors Meeting” for compliance, and entered
the attendance of directors and the training situation at the Market Observation Post System.
(2) The audit committee consists of three independent directors and shall meet at least quarterly. The audit committee is
responsible for the implementation of auditing the company's financial statements, the election and relieved of the
certified public accountant, independence and performance, effective implementation of the company's internal
control, the company's compliance with relevant laws and regulations and the company's existing or potential risks.
(3) The remuneration Committee consists of three independent directors and shall meet twice a year. The remuneration
Committee is responsible for reviewing the procedures and proposing amendments, setting and reviewing the annual
and long-term performance targets and salary remuneration policies, systems, standards and structures of the directors
and managers of the Companyand regularlyassessingthe individual salaryremuneration.

The directors of conflict of interest: Cheng, Zhong-Ren, Chen, Jin-Cai, Hwang, Chung-Pao, Wu, Hui-Huang Reason: Recommend Cheng, Zhong-Ren, Chen, Jin-Cai, Hwang, Chung-Pao, and Wu, Hui-Huang serve as members of Remuneration Committee, and they may not participate in discussion or voting on that agenda according to article 15 of “Rules of Procedure for Board of Directors Meeting” Conclusion: 9 directors attended, and 4 persons were deducted due to conflict of interest. The voting result was 5 people favorable. The proposal was approved. Date: 2019/12/30 Contents of motion: Drafting a compensation case for the company's directors not holding positions within the group. The directors of conflict of interest: Cheng, Zhong-Ren, Chen, Jin-Cai, Hwang, Chung-Pao, Wu, Hui-Huang Reason: Recommend Cheng, Zhong-Ren, Chen, Jin-Cai, Hwang, Chung-Pao, and Wu, Hui-Huang serve as members of Remuneration Committee, and they may not participate in discussion or voting on that agenda according to article 15 of “Rules of Procedure for Board of Directors Meeting” Conclusion: 9 directors attended, and 4 persons were deducted due to conflict of interest. The voting result was 5 people favorable. The proposal was approved. Contents of motion : For the proposed 2019 payment on year-end bonus for managers. The directors of conflict of interest: Tong, Zi-Xian, Guo, Ming-Dong, Chen, Ho-Shu Reason: According to article 15 of “Rules of Procedure for Board of Directors Meeting”, Tong, Zi-Xian, Guo, Ming-Dong, and Chen, Ho-Shu are managers in the company, they may not participate in discussion or voting on that agenda and Guo, Ming-Dong appointed Wu, Xiang-Xiang to preside over the discussion or voting of the agenda. Conclusion: 9 directors attended, and 3 persons were deducted due to conflict of interest. The voting result was 6 people favorable. The proposal was approved.

  1. Listed OTC companies should disclose information on the evaluation cycle and period, evaluation scope, methods, and evaluation contents of the board ’s self (or peer) evaluation, and fill out the schedule for the implementation of the board ’s evaluation : The company has formulated the board of directors performance evaluation method on December 30, 2019, effective from January 1, 2020. Therefore, the implementation of the board evaluation is not applicable.

Evaluation of the implementation of the board of directors

  1. Measures taken to strengthen the functionality of the board:

  2. (1) The Company has established the “Rules of Procedure for Board of Directors Meeting” for compliance, and entered the attendance of directors and the training situation at the Market Observation Post System.

  3. (2) The audit committee consists of three independent directors and shall meet at least quarterly. The audit committee is responsible for the implementation of auditing the company's financial statements, the election and relieved of the certified public accountant, independence and performance, effective implementation of the company's internal control, the company's compliance with relevant laws and regulations and the company's existing or potential risks.

  4. (3) The remuneration Committee consists of three independent directors and shall meet twice a year. The remuneration Committee is responsible for reviewing the procedures and proposing amendments, setting and reviewing the annual and long-term performance targets and salary remuneration policies, systems, standards and structures of the directors and managers of the Company and regularly assessing the individual salary remuneration.

27

English Translation of The Annual Report Originally Issued in Chinese

Remark:

  1. Director or supervisor, who is an institutional shareholder and its representative, should be revealed of the names.

  2. (1) Supervisors resigning prior to the end of the year should be indicated in the notes column the date of resign. The actual attendance rate (%) is calculated based on the accumulation of attendance in Board meeting divided by the times of board meeting before his/her resigning.

  3. (2) For any re-election of director/supervisor, the old and the new one should be revealed with remarks and the actual attendance rate (%) based on the accumulation of attendance in board meeting divided by the times of board meeting after his/her election.

28

English Translation of The Annual Report Originally Issued in Chinese

(B)The state of operations of the audit committee

A total of 5 (A) Audit Committee meetings were held in the previous period. The attendance of the independent directors was as follows:

Title Name Attendance
in Person (B)
By Proxy Attendance Rate
(%)【B/A】
(Remark)
Note
Independent
director
Chen, Jin-Cai 5 0 100%
Independent
director
Hwang, Chung-Pao 5 0 100%
Independent
director
Wu, Hui-Huang 4 1 80%
Other mentionable items:
1. The date of board meeting, the term, the content of proposal in board meeting, the opinions of all independent
directors, and the Company’s response or action to the independent directors’ opinions shall be specified in the
meeting minutes if one of the following situations is met:
(1) The items listed in article #14-5 of Security Act. Refer to Note 1.
(2) In addition to Item # (1) above, those resolutions accompanying with independent directors’ written objection
or qualification. (None)
2. If there are independent directors’ avoidance of motions in conflict of interest, the directors’ names, contents of motion,
causes for avoidance and voting should be specified: NA
3. Communications between the independent directors, the Company's chief internal auditor and CPAs (e.g. the items,
methods and results of audits of corporate finance or operations, etc.) The independent directors periodically meet
with the internal auditors and CPAs for reviewing operational performance, financial statements, internal control, as
well as internal audit plan and execution. In addition to internal auditors’ reports, the independent directors also
obtained auditors’ review or audit reports. The communications were recorded in audit committee meeting minutes
and reported the material items or resolutions to the board of directorsperiodically.

Remark:

  1. Independent Director resigning before the end of the year should be indicated in the notes column date of release. The actual attendance rate (%) is calculated based on the accumulation of attendance in board meeting divided by the times of board meeting before his/her resigning.

  2. For any re-election of independent director, the old and the new one should be revealed with remarks and the actual attendance rate (%) based on the accumulation of attendance in board meeting divided by the times of board meeting after his/her election.

29

English Translation of The Annual Report Originally Issued in Chinese

Note 1:

Note 1:
The date of board
meeting (session)
The content of proposal the opinions of all
independent
directors
the Company’s
response or action
to the independent
directors’ opinions
2019/02/18 1. 2018 Business report, parent-company-only
financial statements, and consolidated financial
statements
2019/02/18
All members of
the Audit
Committee agreed
to adopt.
All attending
directors agreed to
adopt.
2. 2018 earnings distribution 2019/02/18
All members of
the Audit
Committee agreed
to adopt.
Director Wu
Xiangxiang
proposed to
increase the
shareholder ’s
dividend by NT $ 1.50 per share. The
total shareholder ’s
dividend was NT $ 676,261,500. After
the chairman
consulted all the
attending directors
for deliberation, it
was passed without
objection.
3. Proposed to change the CPA
4. The amendment to the "Regulations Governing
the Acquisition and Disposal of Assets"
5. The company intends to apply for derivative
financial commodity transaction quotas with
Mega Commercial Bank and HSBC
Commercial Bank Taipei Branch.
6. Approve the 2018 Management's Reports on
Internal Control
7. To amend the company's "internal control
system"
2019/02/18
All members of
the Audit
Committee agreed
to adopt.
All attending
directors agreed to
adopt.

30

English Translation of The Annual Report Originally Issued in Chinese

2019/04/29 The 1st quarter 2019 consolidated financial report
2019/04/29
All members of
the Audit
Committee agreed
to adopt.
All attending
directors agreed to
adopt.
2019/07/29 1. The 2nd quarter 2019 consolidated financial
report
2. Disposal of assets to related parties
2019/07/29
All members of
the Audit
Committee agreed
to adopt.
All attending
directors agreed to
adopt.
2019/10/28 1. The 3rd quarter 2018 consolidated financial
report
2. Approve the 2020 internal audit plan
2019/10/28
All members of
the Audit
Committee agreed
to adopt.
All attending
directors agreed to
adopt.
2019/12/30 The company's 2020 annual accountant
independence assessment, accountant
appointment and its compensation case.
2019/12/30
All members of
the Audit
Committee agreed
to adopt.
All attending
directors agreed to
adopt.
  • (2) The operation of the Audit Committee is to supervise the company's implementation of relevant accounting, internal control, expression of financial statements and compliance with laws and regulations, and its deliberations mainly include:

  • The amendment to internal control system and the effectiveness of the internal control system.

  • The amendment to the procedure of significant transactions, such as acquisition/ disposal of individual real estate, derivative instrument transactions or financing/endorsement/guarantee provided to others.

  • Significant asset, derivative instrument transactions, or Financing/Endorsement/ Guarantee provided to others.

  • Issuance of securities with equity nature.

  • Assess CPA’s independency, approve the engagement of auditors and the audit fee.

  • Appointment and dismissal of finance, accounting or internal audit supervisor.

  • Financial Statements.

  • Business report, earnings distribution or loss make-up proposal.

31

English Translation of The Annual Report Originally Issued in Chinese

  • (C) The state of the Company's implementation of corporate governance, any departure of such implementation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such departure
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
1. Does the Company establish and disclose the
Corporate Governance Best-Practice Principles based
on “Corporate Governance Best-Practice Principles for
TWSE/TPEx Listed Companies”?
Yes “Code of practice for corporate governance” has
been exposed on the Company Web site and
public observatories.
No obvious deviation
2. Shareholding structure & shareholders’ rights
(1) Does the Company establish an internal operating
procedure to deal with shareholders’ suggestions,
doubts, disputes and litigations, and implement
based on the procedure?
(2) Does the Company possess the list of its major
shareholders as well as the ultimate owners of those
shares?
(3) Does the Company establish and execute the risk
management and firewall system within its
conglomerate structure?
(4) Does the Company establish internal rules against
insiders trading with undisclosed information?
Yes
Yes
Yes
Yes
(1) Spokesman system has been established
according to regulations and the will handle
related issues.
(2) The board directors and the shareholders
who hold more than 10%-owned holdings
will be declared in accordance with the
provisions of Declaration of Directors.
(3) According to the Company “internal control
system”, “internal audit system” and other
related laws and regulations.
(4) According to the Company “for possible
insider trading, operating procedures”, “code
of conduct” and other related laws and
regulations.
No obvious deviation
No obvious deviation
No obvious deviation
No obvious deviation

32

English Translation of The Annual Report Originally Issued in Chinese

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
3. Composition and Responsibilities of the Board of
Directors
(1) Does the Board develop and implement a
diversified policy for the composition of its
members?
(2) Does the Company voluntarily establish other
functional committees in addition to the
Remuneration Committee and the Audit
Committee?
(3) Does the Company establish a standard to measure
the performance of the Board, and implement it
annually, report the results of the performance
evaluation to the board of directors and is also used
as a reference for individual directors' remuneration
and nomination renewal?
Yes
Yes
No (1)Article 20 of Corporate Governance Best
Practice Principles has established a
policy of diversity of board members.
Every director has Professional
knowledge including law, accounting,
industry, finance, marketing, technology,
professional skills, and industry
experience (please refer to Note 1) to
comply with member diversification.
(2) Functional commissions will be created to
meet the need of operating situation of the
Company and other various.
(3) The company has formulated the "Board
Performance Evaluation Method" on
December 30, 2019. Effective January 1, 2020.
The performance evaluation will be carried out
regularly every year according to the
measures, and the results of the performance
evaluation will be reported to the board of
(1) No obvious deviation
(2) Will actively assessing the
need of functional
commissions.
(3) No obvious deviation

33

English Translation of The Annual Report Originally Issued in Chinese

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
(4) Does the Company regularly evaluate the
independence of CPAs?
Yes directors
(4) The board of directors evaluates the
independence of accountants and approves
the appointment of the accountants' law by
referring to Article 47 of the Accountants
Law and No. 10 of the Code of Professional
Ethics of Accountants. (The last evaluation
date is 2019.12.30)
(4) No obvious deviation

34

English Translation of The Annual Report Originally Issued in Chinese

4. Has a listed company assigned a specific or other
department to take in-charge of detailed matters of
implementing corporate governance? (including, but
not limited to, furnishing directors or supervisors with
information needed, preparing the data for board
meeting and shareholders’ meeting, executing business
registration, preparing the minutes of board and
shareholders’ meeting.)
Yes 1. The company passed the resolution of the
board of directors on April 29, 2019 and
appointed the senior director of the financial
department Liu, Su zhen as the head of
corporate governance to protect the rights of
shareholders and strengthen the functions of the
board of directors. Senior Director Liu Suzhen
has more than three years of experience as a
financial director in a public offering company.
The main responsibilities of the corporate
governance supervisor are to handle matters
related to the meetings of the board of directors
and shareholders 'meetings in accordance with
the law, to produce the minutes of the board of
directors and shareholders' meetings, to assist
the directors in taking office and continuing
education, to provide the directors with
information necessary for the execution of
business, and to assist the directors to comply
with laws and regulations.
2. 2019 business execution situation is as
follows:
(1) Assist independent directors and general
directors to perform their duties, provide
necessary information and arrange directors'
further training.
(2)Assist the board of directors and
No obvious deviation

35

English Translation of The Annual Report Originally Issued in Chinese

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
shareholders in meeting procedures and
resolutions.
(3) Draft the agenda of the board of directors
to notify the directors seven days ago,
convene the meeting and provide meeting
materials, and complete the minutes of the
directors' meeting within 20 days.
(4) Handle the pre-registration of the
shareholders' meeting in accordance with the
law, prepare the meeting notice, the
discussion manual, and the minutes within
the statutory time limit, and handle the
change registration in the revised articles of
association.
3. Please refer to Note 2 for the training
situation of the head of corporategovernance.
5. Does the Company establish a communication channel
and build a designated section on its website for
stakeholders (Including, but not limited to,
shareholders, employees, customers and suppliers,
etc.), as well as handle all the issues they care for in
terms of corporate social responsibilities?
Yes Spokesman system has been established
according to regulations and they will handle
related issues. Aggressively assess to establish
zones of the interest on website.
No obvious deviation
6. Does the Companyappoint aprofessional shareholder Yes Companies entrust KGI stock agencyto handle No obvious deviation

36

English Translation of The Annual Report Originally Issued in Chinese

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
service agencyto deal with shareholder affairs? the relevant Affairs of the Department.
7. Information Disclosure
(1) Does the Company have a corporate website to
disclose both financial standings and the status of
corporate governance?
(2) Does the Company have other information
disclosure channels (e.g. building an English
website, appointing designated people to handle
information collection and disclosure, creating a
spokesman system, webcasting investor
conferences)?
(3) Does the company announce and declare the annual
financial report within two months after the end of
the fiscal year, and announce and declare the first,
second, and third quarter financial reports and the
monthly operating situation within the prescribed
time limit?
Yes
Yes
Yes
(1) The Company has set up a Chinese/English
website to disclose information regarding the
Company’s financials, business and
corporate governance status.
(2) Spokesman system has been established.
(3) The company has announced and declared
the annual financial report within two months
after the end of the fiscal year, and
announced and declared the first, second, and
third quarter financial reports and the
monthly operating conditions within the
prescribedperiod
(1) No obvious deviation
(2) No obvious deviation
(3) No obvious deviation
8. Is there any other important information to facilitate a
better understanding of the Company’s corporate
governancepractices(e.g.,includingbut not limited to
Yes (1) The Company in accordance with the
relevant statutes provide personnel
regulations toprotect employees’ rights.
No obvious deviation

37

English Translation of The Annual Report Originally Issued in Chinese

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
employee rights, employee wellness, investor relations,
supplier relations, rights of stakeholders, directors’ and
supervisors’ training records, the implementation of
risk management policies and risk evaluation
measures, the implementation of customer relations
policies, and purchasing insurance for directors and
supervisors)?
(2) Spokesman system and company website
have been established to keep good
relationship with the interests.
(3) Directors decree training are held as
regulated.
(4)Company crisis management policycrisis
measurement standard and relevant customer
policy have been stipulated and put into
practice.
(5) Company directors have been appropriated
liabilityinsurance.
9. The improvement status for the result of Corporate Governance Evaluation announced by Taiwan Stock Exchange.
Achievements:
The Company has disclosed in its web-side Information including Finance, business and corporate governance.
To be enhanced in priority:
To establish a specificpolicies andplan for information securityrisk management and disclosed in Company’s website or annual report.

Note 1: Diversity of Board Members

38

English Translation of The Annual Report Originally Issued in Chinese

Diversified
Item
Name
Gender Management Accounting &
Commerce

Law
Crisis
management
Industry
knowledge
International
Market
Perspective
Leadership
decisions
Operational
judgment
Guo, Ming-Dong male v v v v v v v
Tong, Zi-Xian male v v v v v v v
Chen, Ho-Shu male v v v v v v v
Su, Yan-Xue female v v v v v v v
Wu, Xiang-Xiang female v v v v v v v
Zheng, Zhong-Ren male v v v v v v v v
Chen,Jin-Cai male v v v v v v v
Hwang,Chung-Pao male v v v v v v v
Wu,Hui-Huang male v v v v v v v

The directors, independent directors, and female directors that have the status of employee is 33%, 33%, 22%, respectively. Three independent directors have a high degree of professional management and management capabilities, so the term of office is more than 9 years. Directors’ age distribution: four directors are over 70 years old, one director is 60-69 years old, and four directors are under 60 years old. In order to enhance the effectiveness of the board of directors, the company plans to fully consider the proportion of directors and independent directors and gender proportion of employees with the status of the next director.

Note 2: Corporate governance executive training

Date of study Date of study Organizer Course Title Hours of study Note
From To
2019/09/23 2019/09/24 Republic of China
Accounting Research and
Development Foundation
Issuer Securities Firm Stock
Exchange Accounting
Supervisor Continuous
3 The first person in charge of
corporate governance should
complete an 18-hour

39

English Translation of The Annual Report Originally Issued in Chinese

Training Course refresher course within one
year from the date of taking
up this position. It is
expected to complete the
refresher hours in April 2020.
2019/10/28 2019/10/28 Chinese Corporate
Governance Association
Director Responsibility and
Risk Management under the
Latest Corporate Governance
Blueprint
3
2019/11/07 2019/11/07 Chinese Corporate
Governance Association
Strategies for the
maintenance of business
secrets and the prevention of
infringement
3
2019/11/21 2019/11/21 Taiwan Stock Exchange Publicity meeting for
effective use of directors'
functions
3
2020/03/10 2020/03/10 Chinese Corporate
Governance Association
Coping strategies for
company change
3

40

English Translation of The Annual Report Originally Issued in Chinese

(D)If the Company has a compensation committee in place, the composition, duties, and operation of the compensation committee shall be disclosed

a. Professional Qualifications and Independence Analysis of Remuneration Committee Members

Title
(Remark 1)
Criteria
Name
Meets One of the Following Professional Qualification Requirements,
Together with at Least Five Years Work Experience
Meets One of the Following Professional Qualification Requirements,
Together with at Least Five Years Work Experience
Meets One of the Following Professional Qualification Requirements,
Together with at Least Five Years Work Experience
Independence Criteria
(Remark 2)
Independence Criteria
(Remark 2)
Independence Criteria
(Remark 2)
Independence Criteria
(Remark 2)
Number of Other Public
Companies in Which the
Individual is Concurrently
Serving as an Remuneration
Committee Member
Note

An instructor or higher
position in a department
of commerce, law,
finance, accounting, or
other academic
department related to the
business needs of the
Company in a public or
private junior college,
college or university
A judge, public
prosecutor, attorney,
Certified Public
Accountant, or other
professional or
technical specialist
who has passed a
national examination
and been awarded a
certificate in a
profession necessary
for the business of the
Company
Has work experience in
the areas of commerce,
law, finance, or
accounting, or otherwise
necessary for the business
of the Company
1 2 3 4 5 6 7 8 9 10
Independent
Director
Chen, Jin-Cai Yes - Yes V V V V V V V V V V 1
Independent
Director
Huang, Chung-Pao - - Yes V V V V V V V V V V 1
Independent
Director
Wu, Hui-Huang - - Yes V V V V V V V V V V 2

Remark: 1. Please fill columns for directors, independent directors, respectively, or others.

  1. Please tick the corresponding boxes that apply to a member during the two years prior to being elected or during the term(s) of office.

  2. Not an employee of the Company or any of its affiliates.

  3. Not a director or supervisor of the Company’s affiliates. Not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary elected based on Security Act or local regulations.

  4. Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking in the top 10 in holdings.

  5. Not a manager listed in (1) or a spouse listed in (2)(3), relative within the second parent, or direct blood relative within the third parent.

  6. Not a director, supervisor, or employee of a corporate shareholder who directly holds 5% or more of the total number of outstanding shares of the Company or who holds shares ranking in the top five holdings in accordance with Article 27, paragraph 1 or 2 of the Company Law Employed.(However, if the independent directors set up by the company and its parent company, subsidiary company or subsidiary company of the same parent company in accordance with this law or local national laws and regulations are mutually concurrent, they are not limited.)

  7. Not a director, supervisor or servant of other companies controlled by the same person for more than half of the shares of the company's directors or voting rights. (However, if the independent directors set up by the company and its parent company, subsidiary company or subsidiary company of the same parent company in accordance with this law or local national laws and regulations are mutually concurrent, they are not

41

English Translation of The Annual Report Originally Issued in Chinese

limited.)

  1. Directors, supervisors or servants of other companies or organizations who are not the same person or spouse with each other and are the same person or spouse (If the independent directors established by subsidiaries of the same parent company in accordance with this law or local laws and regulations serve concurrently, they are not limited to this).

  2. Directors, supervisors, managers or shareholders holding more than 5% of a specific company or organization that does not have financial or business dealings with the company (but specific companies or organizations such as hold more than 20% of the company's total issued shares, but not more than 50%, and it is set up by the company and its parent company, subsidiary or subsidiary of the same parent company in accordance with this law or local national laws and regulations if independent directors serve concurrently, they are not limited to this)

  3. Professionals, sole proprietorships, partnerships, business owners of companies or institutions that do not provide audits for companies or related companies or business, legal, financial, accounting and other related services that have not received NT $ 500,000 in cumulative compensation in the past two years Partners, directors (directors), supervisors (supervisors), managers and their spouses. However, the members of the Remuneration Committee, Public Acquisition Review Committee, or M & A Special Committee that perform their duties in accordance with the relevant laws and regulations of the Securities Exchange Act or the Corporate M & A Act are not limited.

  4. Not been a person of any conditions defined in Article 30 of the Company Law.

b.Attendance of Members at Remuneration Committee Meetings

  • (a)There are 3 members in the Remuneration Committee.

  • (b)Current member tenure: 2018/05/29-2021/05/28. A total of 4 (A) Remuneration Committee meetings were held in the previous period. The attendance record of the Remuneration Committee members was as follows:

Title Name Attendance in
Person(B)
By Proxy Attendance Rate (%)
【B/A】
Note
Convener Hwang,Chung-Pao 4 0 100%
Committee Member Chen, Jin-Cai 4 0 100%
Committee Member Wu,Hui-Huang 3 1 75%
Other mentionable items:
1. If the board of directors declines to adopt or modifies a recommendation of the remuneration committee, it should specify the date of the
meeting, session, content of the motion, resolution by the board of directors, and the Company’s response to the remuneration committee’s
opinion (e.g. the remuneration passed by the Board of Directors exceeds the recommendation of the remuneration committee, the
circumstances and cause for the difference shall be specified): Please refer (4)The discussion of Remuneration Committee, the result of
Remuneration Committee's resolution and the company processes which expressed by the Committee members.
2. Resolutions of the remuneration committee objected to bymembers or subject to aqualified opinion and recorded or declared in writing,the

42

English Translation of The Annual Report Originally Issued in Chinese

date of the meeting, session, content of the motion, all members’ opinions and the response to members’ opinion should be specified: N/A

Remark:

  • (1) Remuneration committee member resign before the end of the year should be indicated in the notes column date of release, the actual attendance rate (%) based on the accumulation of attendance in board meeting.

  • (2) If any Remuneration committee member re-election, the old and the new one should be revealed with remarks and the actual attendance rate (%) based on the accumulation of attendance in board meeting in the column.

  • (3) Scope of the official powers of Remuneration Committee

The basis for the Remuneration Committee Charter, and present its recommendations to the board of directors for discussion, scope of the official powers of Remuneration Committee are:

  1. Periodically reviewing this Charter and making recommendations for amendments.

  2. Establishing and periodically reviewing the annual and long-term performance goals for the directors, supervisors, and managerial officers of this Corporation and the policies, systems, standards, and structure for their compensation.

  3. Periodically assessing the individual compensation to which performance goals for the directors, and managerial officers of this Corporation.

  4. The Remuneration Committee shall perform the duties under the preceding paragraph in accordance with the following principles:

  5. Ensuring that the compensation arrangements of this Corporation comply with applicable laws and regulations and are sufficient to recruit outstanding talent.

  6. Performance assessments and compensation levels of directors, and managerial officers shall consider the general pay levels in the industry, between the individual's performance and this Corporation's operational performance and future risk exposure, with respect to the achievement of short-term and long-term business goals and the financial position of this Corporation.

  7. There shall be no incentive for the directors or managerial officers to pursue compensation by engaging in activities that exceed the tolerable risk level of this Corporation.

  8. For directors and senior managerial officers, the percentage of bonus to be distributed based on their short-term performance and the time for payment of any variable compensation shall be decided with regard to the characteristics of the industry and the nature of this

43

English Translation of The Annual Report Originally Issued in Chinese

Corporation's business.

(4) The discussion of Remuneration Committee, the result of Remuneration Committee's resolution and the company processes which expressed by the Committee members

The date of board meeting The content of proposal the opinions of
Remuneration Committee
the Company’s response or
action to the Remuneration
Committee’ opinions
2019/02/18 1. Approve 2018 compensation to employee and directors 2019/02/18
All members of the
Remuneration Committee
agreed to adopt.
All attending directors agreed
to adopt.
2019/07/29 1. Distribution of 2018 compensation to directors
2. For the proposed 2018 amounts of employee compensation for
managers
3. For the proposed 2019 adjustment on managers’compensations
2019/07/29
All members of the
Remuneration Committee
agreed to adopt.
All attending directors agreed
to adopt.
4. Drafting of the company's carriage fee case for the company's non-
director directors in 2019
2019/07/29
The Remuneration Committee
recommended not to pay
carriage fees for directors who
do not hold positions within the
group in 2019
Taking into consideration the
industry's usual payment
standard, after the directors
who do not hold positions
within the group have adopted
interest avoidance, the rest of
the directors unanimously
approved the carriage fee case
for the directors who did not
hold positions within the group
in 2019.
2019/10/28 1. The company's "manager" personnel change case 2019/10/28
All members of the
All attending directors agreed
to adopt.

44

English Translation of The Annual Report Originally Issued in Chinese

Remuneration Committee
agreed to adopt.
2019/12/30 1. To formulate the company's "Board Performance Evaluation Method”
2. Drafting a compensation case for the company's directors not holding
positions within the group
3. For the proposed 2019 payment on year-end bonus for managers
2019/12/30
All members of the
Remuneration Committee
All attending directors agreed
to adopt.

(E)The state of the Company's performance of corporate social responsibilities

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Social Responsibility Best-
Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Explanation
1. Does the company conduct risk assessments on
environmental, social and corporate governance issues
related to the company's operations in accordance with the
principle of materiality, and formulate relevant risk
management policies or strategies?
Yes The company conducts risk assessments of important issues
on the basis of the principle of corporate social
responsibility, and formulates relevant risk management
policies or strategies based on the assessed risks:
(1) Environment: Through the establishment of a
management system, we can effectively manage energy
consumption during operation, reduce carbon emissions
and waste, and reduce the impact on the environment.
Provide a safe workplace environment, and provide
education, training and response drills according to risk
categories to protect the personal safety of employees
and reduce potential risks in the office and operating
environment to ensure uninterrupted business activities.
(2) Society: To establish a common CSRgoal,through
No obvious deviation

45

English Translation of The Annual Report Originally Issued in Chinese

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Social Responsibility Best-
Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Explanation
regular audit activities, management review and
procedures, to ensure that the continuous management
of operations is indeed effective, and to establish a
strong competitive supply chain with suppliers. With the
most advanced and high-quality products, it provides
customers with new value, and promises to provide the
necessary resources for continuous operation
management to ensure that the operation of customers
remains normal.
(3) Corporate Governance: Identify and analyze the risks
that the company may face in advance, and then take
pre-control measures and continuous monitoring and
improvement procedures to minimize the possibility of
potential risks and minimize the impact on company
goals.

46

English Translation of The Annual Report Originally Issued in Chinese

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Social Responsibility Best-
Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Explanation
2. Does the company set up a full-time (part-time) unit
that promotes corporate social responsibility, and the
board of directors authorizes the senior management to
handle it, and reports the handling situation to the board
of directors?
No The company has set up a corporate social responsibility
committee, the purpose of which is to implement
Jingshuo's commitment to the society, including corporate
governance, environmental protection, social welfare and
labor relations. The highest reviewer of CSR policy and
CSR report.
Currently not reported to
the board of directors
3. Environmental issues
(1) Does the company establish an appropriate
environmental management system according to its
industrial characteristics?
(2) Is the company committed to improving the
utilization efficiency of various resources and using
recycled materials with low impact on environmental
load?
(3) Does the company assess the potential risks and
opportunities of climate change for the company
now and in the future,and take measures to address
Yes
Yes
Yes
(1)Establish regulations for the prevention and control
of wastewater and air pollution according to
industrial characteristics. Set up an environmental
safety management department to manage.
(2) The company promotes garbage classification and
resource recovery to reduce the impact on
environmental pollution
(3) The company pursues sustainable business
development and actively grasps and manages risks and
uncertainties. In terms of environmental safetyand
(1) No obvious deviation
(2) No obvious deviation
(3) No obvious deviation

47

English Translation of The Annual Report Originally Issued in Chinese

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Social Responsibility Best-
Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Explanation
climate-related issues?
(4) Does the company count greenhouse gas emissions,
water consumption and total weight of waste in the
past two years, and formulate policies for energy
saving and carbon reduction, greenhouse gas
reduction, water use reduction or other waste
management?
Yes health management, the risks of natural disasters caused
by climate change continue to increase and respond to
the expansion of factories. The use of production line
chemicals and equipment is increasingly important.
Through the establishment of a management system, we
can effectively manage energy consumption during
operation, reduce carbon emissions and waste, and
reduce the impact on the environment. Provide a safe
workplace environment, provide education and training
and response drills according to the risk category,
protect the personal safety of employees, reduce
potential risks in the office and operating environment to
ensure uninterrupted business activities.
(4) The company attaches great importance to the issue of
greenhouse gas emissions, and through greenhouse gas
inventories, we have a firm grasp of greenhouse gas
emissions. For the past two years, the greenhouse gas,
water consumption, total waste weight and management
policies can be found in the company's corporate social
responsibility report.
(4) No obvious deviation
4. Social issues
(1)Has the companyformulated relevant management
Yes (1)The companyabides byrelevant labor regulations and (1)No obvious deviation

48

English Translation of The Annual Report Originally Issued in Chinese

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Social Responsibility Best-
Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Explanation
policies and procedures in accordance with relevant
regulations and international human rights
conventions?
(2) Does the company formulate and implement
reasonable employee welfare measures (including
compensation, vacations and other benefits), and
appropriately reflect operating performance or
results in employee compensation?
(3) Does the company provide a safe and healthy work
environment for employees, and regularly implement
safetyand health education for employees?
Yes
Yes
refers to the "Universal Declaration of Human Rights"
established by the United Nations, and establishes
relevant management procedures to safeguard the
human rights of labor. The content includes free choice
of occupation, young labor, working hours, wages and
benefits, non-discrimination, freedom Associate
suppliers' social responsibility, etc. For details, please
refer to the company's corporate social responsibility
report.
(2) The company's articles of association stipulate that if
the company makes a profit in the year, no less than
10% should be allocated for employee compensation. In
addition to the basic salary and three bonuses, the salary
policy is also based on the company's operating
conditions. Flexible salary changes are provided to
encourage morale and retain outstanding employees in a
timely manner. The annual salary adjustments are based
on the employee's grade and performance appraisal.
(3) The company complies with the requirements of ISO
14001 and OHSAS 18001 international standards, that
is,the systemization of environmental safetyand health
(2) No obvious deviation
(3) No obvious deviation

49

English Translation of The Annual Report Originally Issued in Chinese

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Social Responsibility Best-
Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Explanation
(4) Does the company establish an effective career
development training program for employees?
(5) With regard to customer health and safety, customer
privacy, marketing and labeling of products and
services, has the company followed relevant
regulations and international standards, and
formulated relevant consumer protection policies and
appeal procedures?
(6) Does the company formulate supplier management
policies that require suppliers to follow relevant
Yes
Yes
Yes
management activities, and in order to establish,
implement, maintain and improve the environmental
safety and health management system, to ensure
compliance with the company's declared environmental
safety and health policy, and clear Formulate relevant
management activities procedures; in addition,
formulate labor safety management plans, hold labor
safety meetings, implement automatic inspection and
occupational safety and health education and training
every year.
(4) The company regularly organizes employee education
and training, covering development projects that
enhance employees' career capabilities.
(5) The company does not directly supply products or labor
services to consumers but has dedicated business
personnel responsible for product follow-up services to
company customers, and the company's products are
clearly marked according to laws and regulations.
(6) The company adopts EICC corporate social
responsibilitymanagement for its suppliers and
(4) No obvious deviation
(5) No obvious deviation
(6) No obvious deviation

50

English Translation of The Annual Report Originally Issued in Chinese

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Social Responsibility Best-
Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Explanation
regulations on environmental protection,
occupational safety and health or labor human rights,
and their implementation?
implements green thinking through its procurement
strength. In addition to prohibiting harmful substances,
the procurement of raw materials also expands the
procurement of environmental protection products and
the use of products in conflict mineral areas The
environmental impact of materials; and require suppliers
to provide RoHS test reports and guarantee that products
do not contain REACH SVHC commitments; the
company has included conflict-free minerals (conflict-
free-minerals) into the supplier management policy,
excluding the use of raw materials China, respect the
code of conduct stipulated by the EICC and accept the
audit of the fair unit selected by it. Appropriate and
complete evaluation before cooperation with suppliers.
5. Does the company refer to the internationally prepared
reporting standards or guidelines for preparing
corporate social responsibility reports and other
reports that disclose non-financial information? Did
the pre-report report obtain the confidence or
assurance opinion of the third-partyverification unit?
Yes The 2018 CSR report was verified externally by BSI,
and the verification results met the requirements of the
core standards of the GRI Standards (GRI Standards)
and the spirit of the AA1000 Guarantee Standard (2008)
Type 1 .2019 CSR report hasn’t been published before
the completion of the annual report.
No obvious deviation
6. If the Company has established the corporate social responsibility principles based on “the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx
Listed Companies”, please describe anydiscrepancybetween the Principles and their implementation: No obvious deviation
7. Other important information to facilitate better understandingof the Company’s corporate social responsibility practices: None

51

English Translation of The Annual Report Originally Issued in Chinese

(F)The state of the Company’s performance in good faith management and the adoption of related measures

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Ethical
Corporate Management Best-
Practice Principles for
TWSE/TPEx Listed Companies”
and Reasons
Yes No Abstract Illustration
1.Establishment of ethical corporate management policies
and programs
(1)Does the company formulate the ethical corporate
management policies and procedures approved by
the board of directors, and stated in the guidelines
and external documents the policies and practices of
ethical corporate management, as well as the
commitment of the board of directors and senior
management to actively implement the management
policy?
(2) Does the Company establish appropriate precautions
against high-potential unethical conducts or listed
activities stated in Article 2, Paragraph 7 of the
Ethical Corporate Management Best-Practice
Principles for TWSE/TPEx Listed Companies?
(3) Does the Company establish policies to prevent
unethical conduct with clear statements regarding
relevantprocedures, guidelines of conduct,
Yes
Yes
Yes
(1) The “Code of conduct for Integrity” approved at
board meeting are revealed on its website and the
Market Observation Post System (MOPS)
(2) The “Code of conduct for Integrity” stipulates the
scope in the prohibition of any dishonest behavior
and prevention programs.
(3) The “Code of conduct for Integrity” prohibits any
dishonest behavior and prevention programs.
(1) No obvious deviation
(2) No obvious deviation
(3) No obvious deviation

52

English Translation of The Annual Report Originally Issued in Chinese

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Ethical
Corporate Management Best-
Practice Principles for
TWSE/TPEx Listed Companies”
and Reasons
Yes No Abstract Illustration
punishment for violation, rules of appeal, and the
commitment to implement the policies?
2.Fulfill operations integrity policy
(1) Does the Company evaluate business partners’
ethical records and include ethics-related clauses in
business contracts?
(2) Does the Company establish an exclusively (or
concurrently) dedicated unit supervised by the Board
to oversee corporate integrity and regularly (at least
once a year) report to the board of directors on its
integrity management policies and plans to prevent
dishonest behaviors and supervision and
implementation?
(3) Does the Company establish policies to prevent
conflicts of interest and provide appropriate
communication channels, and implement it?
(4) Has the Company established effective systems for
both accounting and internal control to facilitate
ethical corporate management, and are they audited
byeither internal auditors or CPAs on a regular
Yes
Yes
Yes
No (1) The Company evaluates business partners’
ethical records and include ethics-related clauses
in business contracts
(2) In order to improve the management of integrity
management, HR is responsible for the
formulation and supervision of the integrity
management policy and prevention plan and
should report to the board of directors from time
to time.
(3) The” Code of Conduct for Integrity” is made as
the business standard for the employees,
contractors, suppliers, and business partners.
(4) Sound corporate accounting and internal control
system, and audit plan is made and exercised by
internal auditors every year.
(1) No obvious deviation
(2) No report to the board of
directors on the substance
(3) No obvious deviation
(4) No obvious deviation

53

English Translation of The Annual Report Originally Issued in Chinese

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Ethical
Corporate Management Best-
Practice Principles for
TWSE/TPEx Listed Companies”
and Reasons
Yes No Abstract Illustration
basis?
(5) Does the Company regularly hold internal and
external educational trainings on operational
integrity?
Yes (5) Company regularly conducts employee education
and training, including for business ethical
business courses.
(5) No obvious deviation
3.Operation of the integrity channel
(1) Does the Company establish both a reward or
punishment system and an integrity hotline? Can the
accused be reached by an appropriate person for
follow-up?
(2) Does the Company establish standard operating
procedures for confidential reporting on
investigating accusation cases?
(3) Does the Company provide proper whistleblower
protection?
Yes
Yes
Yes
(1) “Employee reporting and complaint handling
procedures” is made for the protection of supplier
and employee reporting and complaint rights.
(2) “Employee reporting and complaint handling
procedures” is clearly stipulated the relevant
procedure and confidentiality.
(3) “Employee reporting and complaint handling
procedures” render protection to the petitioner
from any possible revenge.
(1) No obvious deviation
(2) No obvious deviation
(3) No obvious deviation
4.Strengthening information disclosure
(1) Does the Company disclose its ethical corporate
management policies and the results of its
implementation on the Company’s website and
MOPS?
Yes (1) The” Code of Conduct for Integrity” has been
revealed on corporate website.
(http://www.kinsus.com.tw)
(1) No obvious deviation
5.If the Company has established the ethical corporate management policies based on the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx
Listed Companies, please describe anydiscrepancybetween thepolicies and their implementation: No obvious deviation

54

English Translation of The Annual Report Originally Issued in Chinese

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Ethical
Corporate Management Best-
Practice Principles for
TWSE/TPEx Listed Companies”
and Reasons
Yes No Abstract Illustration
6.Other important information to facilitate a better understandingof the Company’s ethical corporate managementpolicies: None

55

English Translation of The Annual Report Originally Issued in Chinese

  • (G)If the Company has adopted corporate governance best-practice principles or related bylaws, disclose how these are to be searched.

  • Please refer to the Company’s website at http://www.kinsus.com.tw/zh-TW/Download/otherinformation.

  • (H)Other significant information that will provide a better understanding of the state of the Company's implementation of corporate governance: None

  • (I)The state of implementation of the Company’s internal control system

  • a. For a Statement on Internal Control: Please refer to page 67 of the Statement of internal control.

  • b. A CPA has been hired to carry out a special audit of the internal control system: None

  • (J)For the most recent fiscal year or during the current fiscal year up to the date of printing of the annual report, disclose any sanctions imposed in accordance with the law upon the Company or its internal personnel, any sanctions imposed by the Company upon its internal personnel for violations of internal control system provisions, principal deficiencies, and the state of any efforts to make improvements: None

  • (K)Material resolutions of a shareholders meeting or a board of directors meeting during the most recent fiscal year or during the current fiscal year up to the date of printing of the annual report.

a. Material resolutions of 2019 shareholders meeting (at May 29, 2019)

Item Date Major resolutions
Shareholders’
meeting
May 29, 2019 A. Approval of the 2018 business report, financial statements and
consolidated financial statements:
Attending votes: 282,473,852(Of which the exercise of the
voting rights by electronic means: 280,291,521)
Favorable votes: 270,865,351(Of which the exercise of the
voting rights by electronic means: 269,106,961)
Unfavorable votes: 79,848 (Of which the exercise of the
voting rights by electronic means: 79,848)
Invalid votes: 0
Abstention and Not votes: 11,528,653 (Of which the exercise
of the voting rights by electronic means: 11,104,712)
Implementation of the situation:
The resolution was adopted.

56

English Translation of The Annual Report Originally Issued in Chinese

B. Approval of the distribution of 2018 retained earnings: (see Table 1 below) Attending votes: 282,473,852 (Of which the exercise of the voting rights by electronic means: 280,291,521) Favorable votes: 271,352,517 (Of which the exercise of the voting rights by electronic means: 269,594,127) Unfavorable votes: 80,344 (Of which the exercise of the voting rights by electronic means: 80,344) Invalid votes: 0 Abstention and Not votes: 11,040,991 (Of which the exercise of the voting rights by electronic means: 10,617,050) Implementation of the situation: The resolution was adopted and the dividends have been distributed on September 12, 2019 accordingly. C. Amend the Article of Incorporation Attending votes: 282,473,852 (Of which the exercise of the voting rights by electronic means: 280,291,521) Favorable votes: 271,353,116 (Of which the exercise of the voting rights by electronic means: 269,594,726) Unfavorable votes: 79,083 (Of which the exercise of the voting rights by electronic means: 79,083) Invalid votes: 0 Abstention and Not votes: 11,041,653 (Of which the exercise of the voting rights by electronic means: 10,617,712) Implementation of the situation: The resolution was adopted and has been implemented in accordance with the revised charter. D. Amend the Company’s Procedures for Acquisition or Disposal of Assets Attending votes: 282,473,852 (Of which the exercise of the voting rights by electronic means: 280,291,521) Favorable votes: 271,346,778 (Of which the exercise of the voting rights by electronic means: 269,588,388) Unfavorable votes: 82,421 (Of which the exercise of the voting rights by electronic means: 82,421) Invalid votes: 0 Abstention and Not votes: 11,041,653 (Of which the exercise of the voting rights by electronic means: 10,620,712) Implementation of the situation: The resolution was adopted and has been implemented in accordance with the revised charter.

57

English Translation of The Annual Report Originally Issued in Chinese

Table 1

Kinsus Interconnect Technology Corporation 2018 Earnings Distribution Table

Item
Beginning retained earnings
Less: Other comprehensive income (loss) in 2018
-Actuarial gain/loss of defined benefit
Add: Net profit after tax
Distributable earnings
Less:10% Legal reserve
Special reserve
Shareholder cash dividend (NT$1.5/share)
Subtotal:
Ending unappropriated retained earnings
Total
(in NT$)
13,603,036,922
(3,312,039)
349,485,057
13,646,658,587
(34,948,506)
(22,706,349)
(676,261,500)
(733,916,355)
12,912,742,232

58

English Translation of The Annual Report Originally Issued in Chinese

b. Material resolutions from the meetings of board of directors

Date of
board meeting
Major resolutions
2019/02/18 1. Approve 2018 compensation to employee and directors
2. 2018 Business report, parent-company-only financial statements, and
consolidated financial statements
3. 2018 earnings distribution
4. Amend the "Company’s Article of Incorporation"
5. Amend the "Regulations Governing the Acquisition and Disposal of Assets"
6. The 2019 annual shareholders’ meeting convened and related matters
7. Proposed to change the signing CPA
8. Cooperate with the company to cancel the registration of the restricted stock
that have been issued
9. For the proposed to Issue restricted stock 659 thousand shares in 2018
10. The Company intend to apply for derivative instrument trading quota with
Mega bank and HSBC.
11. Approve the 2018 Management's Reports on Internal Control
12. Amend the Internal Control System
2019/04/29 1. Cooperate with the company to cancel the registration of the restricted stock
that have been issued
2. Resolve the application of bank facility.
3. For the proposed to set up cooperate governance supervisor.
4. For the proposed to formulate the company's "standard operating procedures
for handlingdirectors’' requirements".
2019/07/29 1.
Cooperate with the company to cancel the registration of the restricted stock
that have been issued
2.
Determine the measurement date for 2018 distribution of dividend
3.
Distribution of 2018 compensation to directors
4.
For the proposed 2018 amounts of employee compensation for managers
5.
For the proposed 2019 annual salary adjustment for managers.
6.
Resolve the addition and continuance of bank facility.
7. Amend the company's "Rules of Procedure for Board Meetings",
"Organizational Rules of Audit Committee", "Corporate Governance Code of
Practice", "Code of Integrity Management" and "Guidelines for Integrity
Management Operation Procedures and Conduct".
8. For the proposed to formulate a plan about traveling expenses of the
company's directors who do not hold position within the group in 2019.
9. Disposal of assets to relatedparties.
2019/10/28 1. Cooperate with the company to cancel the registration of the restricted stock
that have been issued
2. Resolve the addition and continuance of bank facility.

59

English Translation of The Annual Report Originally Issued in Chinese

3. For the proposed to prepare the company's "2020 Annual Audit Plan".
4. Managerpersonnel changes.
2019/12/30 1. 2020 annual business plan and annual budget.
2. The company's 2020 annual assessment CPA independence, accountant
appointment and remuneration.
3. For the proposed to amend "Payment and Remuneration Committee
Organization Rules".
4. For the proposed to formulate "Board Performance Evaluation Method".
5. For the proposed to formulate a remuneration for directors who do not hold
positions within the group.
6. Proposal on the number of months of year-end bonus distribution for
managers of the companyin 2019.
2020/02/10 1. 2019 Business report, parent-company-only financial statements, and
consolidated financial statements
2. 2019 earnings distribution of dividends
3. Amend the "Company’s Article of Incorporation"
4. Amend the "Practice Guidance for Loaning to Others" and the "Practice
Guidance for Providing Endorsement /Guarantee"
5. For the proposed to amend the company's "Rules of Procedure for Board
Meetings".
6. Abolish the company's "Management Measures for the Preparation of
Financial Statements" and re-establish the "Management Measures for the
Preparation of Financial Statements".
7. The 2020 annual shareholders’ meeting convened and related matters
8. Cooperate with the company to cancel the registration of the restricted stock
that have been issued.
9. Approve the 2019 Management's Reports on Internal Control
2020/04/13 1. Amend the 2019 earnings distribution
2. Addition the 2020 annual shareholders’ meetingconvened cause.
  • (L)Where, during the most recent fiscal year or during the current fiscal year up to the date of printing of the annual report, a director or supervisor has expressed a dissenting opinion with respect to a material resolution passed by the board of directors, and said dissenting opinion has been recorded or prepared as a written declaration, disclose the principal content thereof: None

  • (M)A summary of resignations and dismissals, during the most recent fiscal year or during the current fiscal year up to the date of printing of the annual report, of the Company's chairman, general manager, principal accounting officer, principal financial officer, chief internal auditor, and principal research and development officer: None

60

English Translation of The Annual Report Originally Issued in Chinese

(4) Information on CPA professional fees

Name of Accounting
Firm
Name of CPA Audit Period Note
Ernst & Young Hong, Mao-Yi 2019/01/01~2019/12/31
Cheng,Ching-Piao

Range

Range

Range
Category Category Category Audit Fee Audit Fee Non- Audit Fee Non- Audit Fee Non- Audit Fee Total Total Total
1 Less than $2,000 thousand V
2 $2,000 thousand (inclusive) - $4,000 thousand
3 $4,000 thousand (inclusive) - $6,000 thousand V V
4 $6,000 thousand (inclusive) - $8,000 thousand
5 $8,000 thousand (inclusive) - $10,000 thousand
6 $10,000 thousand and more
Name of
Accounting
Firm
Name of CPA Fees Non-Auditing Fees Auditing
period
Note
System
Design


Industrial
and
commercial
registration

HR
Other Subtotal
Ernst & Young Hong, Mao-Yi
4,250
290 152 0 0 442 2019/01/01~
2019/12/31
Huang, Yi-Hui

Note 1: If the company changes CPA or accounting firm this year, it should list the audit period separately, and explain the reason for the change in the remark column and disclose the audit and non-audit fees and other information.

  • Note 2: Non-audit fees are listed separately according to the service items. If the “others” of the non-audit fees reach 25% of the total non-audit fees, the service contents should be listed in the remark’s column.

  • (A)The amount of non-audit fees paid to the CPAs, their firm, and its affiliated enterprises accounting for at least one-fourth of the amount of audit fees: Non-audit fee are mainly tax advice, accounting for less than a quarter of audit fee.

  • (B) Change of the accounting firm with a decrease in the audit fees paid in the year of change compared to the year before the change: None

  • (C) The audit fees reduced by 15% or more compared to the previous year: None

61

English Translation of The Annual Report Originally Issued in Chinese

(5) Information on replacement of certified public accountant:

  • (A) Regarding the former CPA
Regarding the former CPA
Date of Change 2019/01/01
Reasons for the Change The original CPAs of the Company were Hong, Mao Yi and
Huang, Yi Hui from EY. Due to rotation rule at EY, the CPAs
of the Company were changed to Hong, Mao Yi and Cheng,
Ching-Piao,beginningJanuary1,2019.
Describe whether the
Company terminated or
the CPA did not accept
the appointment
Parties
Status

CPA
The Company
Termination of
appointment
No longer accepted
(continued)
appointment
Other issues (except for
unqualified issues) in the
audit reports within the
last twoyears

None
Differences with the
company
Yes Accounting principles orpractices
Disclosure of Financial Statements
Audit scope or steps
Others
None V
Remarks/specifydetails:
Other Revealed Matters None

(B) Regarding the successor CPA

egarding the successor CPA
Name of accountingfirm Ernst & Young
Name of CPA Hong,Mao Yi and Cheng,Ching-Piao
Date of appointment 2019/02/18
Consultation results and opinions on
accounting treatments or principles
with respect to specified transactions
and the company's financial reports
that the CPA might issue prior to the
engagement.
None
Succeeding CPA’s written opinion of
disagreement toward the former CPA
None

62

English Translation of The Annual Report Originally Issued in Chinese

  • (C) Reply to Article 10, paragraph 6, Item 1 and Item 2 of the Guidelines for the former CPA: None.

  • (6) Where the Company's chairperson, general manager, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm, the name and position of the person, and the period during which the position was held: None

  • (7) Any transfer of equity interests and/or pledge of or change in equity interests (during the most recent fiscal year or during the current fiscal year up to the date of printing of the annual report) 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 printing of the annual report.

  • (A)Changes in equity due to transfer and pledge by directors, supervisors, officers, and greaterthan-10-percent shareholders

    • a. Changes in shareholdings of Directors, Officers, and Major Shareholders
Unit: Shares Unit: Shares
Title Name 2019 As of March 30,2020
Increase
(Decrease) in
# of Shares
Held
Increase
(Decrease) in #
of Shares
Pledged
Increase
(Decrease) in
# of Shares
Held
Increase
(Decrease) in #
of Shares
Pledged
Chairman & CEO Guo,Ming-Dong
Director & CSO Tung,Tzu-Hsien
Director & GE Chen Ho-Shu
Director (major
shareholder)
Hua Xu Investment
Co., Ltd.
Corporate, rep:
Su,Yan-Xue
Su,Yan-Xue
Director (major
shareholder)
Hua Yu Investment
Co., Ltd.
Corporate, rep.:
Wu,Xiang-Xiang
Wu,Xiang-Xiang
Director Cheng,Zhong-Ren
Independent Director Hwang,Chung-Pao
Independent Director Chen,Jin-Cai
Independent Director Wu,Hui-Huang

63

English Translation of The Annual Report Originally Issued in Chinese

Major Shareholder Hua Wei Investment
Co.,Ltd.
Technical Director Chang,Chien-Wei
COO Hu,Gui-Qin
Senior assistant GM Huang,Geng-Fang
Assistant GM Lin,Zhi-Wei
Assistant GM Huang,Sheng-Chuan
Assistant GM Wu,Wei-Wen
Assistant GM Zhuang,Da-Zhong
Chief FIN/ACC
manager
Liu, Su-Zhen 1,900
  • (B) Where the counterparty in any transfer or pledge of equity is a related party, disclose the counterparty’s name, its relationship with the Company as well as the Company’s directors, supervisors, and greater-than-10-percent shareholders, and the number of shares acquired or pledged: None

  • (8) Relationship information, if among the Company’s 10 largest shareholders any one is a related party or a relative within the second degree of kinship of another:

Title or Name of Its Related Title or Name of Its Related
Name Shares Held Shares Held by Spouse
or Minor Children
Total Shares Held in
the Name of Others
Party, Spouse, or Relative
Within the Second Degree of
Kinship That Is Among Ten
Largest Shareholders and
Their Relationship
Note
# of Shares Shareholding
Percentage

# of
Shares
Shareholding
Percentage
# of
Shares
Shareholdin
gPercentage

Title
(or Name)
Relationship
Hua Wei Investment Co., Ltd.
60,128,417

13.33%

-
- - - Hua Xu
Investment
Co., Ltd., Hua
Yu Investment
Co.,Ltd.
All are 100%
owned by
Pegatron
Corp.
-
Hua Wei
All are 100%
Hua Xu Investment Co., Ltd.
(Representative:
Su, Yan-Xue)
58,233,091
12.91%

-
- - - Investment
Co., Ltd., Hua
Yu Investment
Co.,Ltd.
owned by
Pegatron
Corp.
-
Su,Yan-Xue - - - - - - - - -
Hua Wei
All are 100%
Hua Yu Investment Co., Ltd.
(Representative:
Wu, Xiang-Xiang)
55,556,221
12.32%

-
- - - Investment
Co., Ltd., Hua
Xu Investment
Co.,Ltd.
owned by
Pegatron
Corp.
-
Wu,Xiang-Xiang - - - - - - - - -

64

English Translation of The Annual Report Originally Issued in Chinese

Cathay Life Insurance Co. Ltd
14,628,000

3.24%

-
- - - - - -
Taiwan Bank in custody of
Mars Investment Limited
9,446,000
2.09%

-
- - - - - -
The 2nd-tier new labor
pensionplan
7,274,500
1.61%

-
- - - - - -
JPMorgan Chase Bank N.A.
in Custody for ABU DHABI
Investment Authority
6,875,000
1.52%

-
- - - - - -
Nan Shan Life Insurance
CompanyLtd.
6,009,000
1.33%

-
- - - - - -
JPMorgan Chase Bank N.A.,
Taipei Branch in custody for
Vanguard Total International
Stock Index Fund, a series of
Vanguard Star Fund
5,224,758
1.16%

-
- - - - - -
Allianz Global Investors
Taiwan Fund
4,157,000
0.92%

-
- - - - - -
  • (9) The total number of shares and total equity stake held in any single enterprise by the Company, its directors and supervisors, managers, and any companies controlled either directly or indirectly by the Company

Consolidated Shareholding Percentage

Measurement date: Dec. 31, 2019; Unit: Shares; %

Invested Enterprise Investment by the Company Investment by the Company Investment by Directors,
Supervisors, Officers, and
Directly or Indirectly
Controlled Companies
Investment by Directors,
Supervisors, Officers, and
Directly or Indirectly
Controlled Companies
Consolidated Investment Consolidated Investment
# of Shares Shareholding
Percentage
# of Shares Shareholding
Percentage
# of Shares Shareholding
Percentage
KINSUS CORP.(USA) 500,000
100%
500,000 100%
KINSUS HOLDING
(SAMOA) LIMITED
166,308,720
100%
166,308,720 100%
KINSUS HOLDING
(CAYMAN) LIMITED
72,000,000 100% 72,000,000 100%
KINSUS INTERCONNECT
TECHNOLOGY
(SUZHOU) CORP.
100% 100%
KINSUS INVESTMENT
CO., LTD.
160,000,000
100%
160,000,000 100%
PEGAVISION CORP. 34,972,763 49.96% 34,972,763 49.96%

65

English Translation of The Annual Report Originally Issued in Chinese

PIOTEK HOLDINGS
LTD.(CAYMAN)
187,755,000 100% 187,755,000 100%
PIOTEK HOLDING LTD. 139,840,790 100% 139,840,790 100%
PIOTEK (H.K.) TRADING
LIMITED.
200,000 100% 200,000 100%
PIOTEK COMPUTER
(SUZHOU) CO. LTD.
100% 100%
PEGAVISION HOLDINGS
CORPORATION
3,630,000 100% 3,630,000 100%
PEGAVISION CONTACT
LENSES (SHANGHAI)
CORPORATION
100% 100%
XIANG SHUO (SUZHOU)
TRADING LIMITED
100% 100%
PEGAVISION JAPAN INC. 198 100% 198 100%
GEMVISION
TECHNOLOGY
(ZHEJIANG) LIMITED
100% 100%

66

English Translation of The Annual Report Originally Issued in Chinese

Kinsus Interconnect Technology Corp. Statement on Internal Control Systems

Date: February 10[th] , 2020

Based on the results of self-inspection of the Company’s internal control system in 2019, the Company hereby states the following:

  • (1)The Company is fully aware that establishing, implementing, and maintaining an internal control system are the responsibilities of its board of directors and officers. The Company has established such a system to provide reasonable assurance regarding the achievement of such objectives as effectiveness and efficiency of operations (including profits, performance, and safeguarding of assets), reliability of financial reporting, and compliance with applicable laws and regulations.

  • (2)There are inherent limitations to every internal control system. An effective internal control system can only provide reasonable assurance regarding the achievement of the aforesaid three objectives despite how well-designed it is. Moreover, the effectiveness of an internal control system may vary with changes in environments or circumstances. Nevertheless, the internal control system of the Company comes with a self-supervision mechanism. The Company will take corrective actions immediately after a deficiency is identified.

  • (3)The Company determines whether the design and implementation of its internal control system are effective according to the criteria for effectiveness of internal control systems as prescribed in the Regulations Governing Establishment of Internal Control Systems by Public Companies (hereinafter referred to as “the Regulations”). The internal control system criteria adopted in the Regulations divide an internal control system into five constituent elements based on the management and control processes: a. control environment; b. risk assessment; c. control activities; d. information and communications; and e. monitoring. Each constituent element also comprises several items. See the Regulations for the above-mentioned items.

  • (4)The Company has adopted the aforesaid internal control system criteria to inspect the effectiveness of the design and implementation of its internal control system.

  • (5)According to the results of the inspection mentioned above, the Company believes that its internal control system (the supervision and management of its subsidiaries are included) as of December 31, 2019, including the design and implementation of the internal control system regarding the perceived level of achievement of the objectives of operational effectiveness and efficiency, reliability of financial reporting, and compliance with applicable laws and regulations, is effective, and that it can reasonably assure the achievement of the aforesaid objectives.

67

English Translation of The Annual Report Originally Issued in Chinese

  • (6)This statement will become an essential part of the Company’s annual report and prospectus and be disclosed to the public. If the Company is found to make a false statement, conceal information, or violate regulations regarding the disclosed content, it will be subject to the legal liabilities of Articles 20, 32, 171, and 174 of the Securities and Exchange Act.

  • (7)This statement was adopted by the board of directors of the Company on February 10[th] , 2020. None of the nine attending directors objected to this statement as all of them approved the content of this statement. Thus, a pronouncement is made herein.

Kinsus Interconnect Technology Corp.

The Chairman: Guo, Ming-Dong

The General Manager: Chen, Ho-Shu

68

English Translation of The Annual Report Originally Issued in Chinese

4. Information on Capital Raising Activities

(1) Capital and Shares

(A)Sources of Capital Stock

a. Types of Shares

As of March 30, 2020; Unit: Shares

Type of Shares Authorized Capital Stock Authorized Capital Stock Remark
OutstandingShares(Note) Unissued Shares Total
Registered common stock 451,039,005 118,960,995 600,000,000 Note

Note: The Company has gone public since Nov. 1, 2004. The shares outstanding are all listed.

b. Formation of Capital Stock

As of March 30, 2020

As of March 30,2020 As of March 30,2020 As of March 30,2020
Month & Year Issue
Price
($)
Authorized Capital Stock Paid-UpCapital Stock Note
# of Shares
(Thousand
Shares)
Amount
(Thousand
Dollars)
# of Shares
(Thousand
Shares)
Amount
(Thousand
Dollars)
Source of Capital Stock Offsetting
Payment of Shares
with Properties
Other Than Cash

Others
Sep. 2000 10 250,000 2,500,000 120,000 1,200,000 Startup capital
1,200,000
None
Dec. 2000 10 250,000 2,500,000 130,000 1,300,000 Cash addition
100,000
None Note 1
April 2001 10 250,000 2,500,000 190,000 1,900,000 Cash addition
600,000
None Note 2
Nov. 2002 10 250,000 2,500,000 200,000 2,000,000 Cash addition
100,000
None Note 3
July 2004 10 288,000 2,880,000 222,000 2,220,000 Capitalization of earnings
220,000
None Note 4
Aug. 2005 10 370,000 3,700,000 259,800 2,598,000 Capitalization of earnings
378,000
None Note 5
Sep. 2005 10 370,000 3,700,000 289,800 2,898,000 Cash addition
300,000
None Note 6
June 2006 10 550,000 3,700,000 339,800 3,398,000 Cash addition
500,000
None Note 7
Sep. 2006 10 550,000 5,500,000 389,000 3,890,000 Capitalization of earnings
492,000
None Note 8
Sep. 2007 10 550,000 5,500,000 435,400 4,354,000 Capitalization of earnings
464,000
None Note 9
Sep. 2008 10 550,000 5,500,000 446,000 4,460,000 Capitalization of earnings
106,000
None Note 10
Aug. 2018 10 550,000 5,500,000 450,841 4,508,410 Issuance 48,410 thousand
shares of restricted stocks to
None Note 11

69

English Translation of The Annual Report Originally Issued in Chinese

employees.
Mar. 2019 10 550,000 5,500,000 451,361 4,513,609 Cancellation of 786 thousand
shares and
Issuance 5,985 thousand shares
of restricted stocks to
employees.

None
Note 12
May. 2019 10 550,000 5,500,000 451,301 4,513,009 Cancellation of 600 thousand
shares
None Note 13
Aug. 2019 10 600,000 6,000,000 451,161 4,511,614 Cancellation of 1,395 thousand
shares

None
Note 14
Oct. 2019 10 600,000 6,000,000 451,074 4,510,738 Cancellation of 876 thousand
shares
None Note 15
Feb. 2020 10 600,000 6,000,000 451,039 4,510,390 Cancellation of 348 thousand
shares
None Note 16
  • Note 1: Approved by the Ministry of Economic Affairs with the Letter of Jing-(090)-Shang No. 09001013780 dated January 15, 2001

  • Note 2: Approved by the Ministry of Economic Affairs with the Letter of Jing-(090)-Shang No. 09001129300 dated April 17, 2001

  • Note 3: Letter of (91)-Tai-Cai-Zheng-(Yi)-Zi No. 0910149830 issued by the Securities and Futures Commission, Ministry of Finance on September 11, 2002

  • Note 4: Letter of (93)-Tai-Cai-Zheng-(Yi)-Zi No. 0930124569 issued by the Securities and Futures Commission, Ministry of Finance on June 2, 2004

  • Note 5: Letter of Jin-Guan-Zheng-Yi-Zi No. 0940126584 issued by the Financial Supervisory Commission, Executive Yuan on July 1, 2005

  • Note 6: Letter of Jin-Guan-Zheng-Yi-Zi No. 0940130374 issued by the Financial Supervisory Commission, Executive Yuan on August 2, 2005

  • Note 7: Letter of Jin-Guan-Zheng-Yi-Zi No. 0950108623 issued by the Financial Supervisory Commission, Executive Yuan on March 24, 2006

  • Note 8: Letter of Jin-Guan-Zheng-Yi-Zi No. 0950128559 issued by the Financial Supervisory Commission, Executive Yuan on July 5, 2006

  • Note 9: Letter of Jin-Guan-Zheng-Yi-Zi No. 0960031093 issued by the Financial Supervisory Commission, Executive Yuan on June 21, 2007

  • Note 10: Letter of Jin-Guan-Zheng-Yi-Zi No. 0970030373 issued by the Financial Supervisory Commission, Executive Yuan on June 18, 2008

  • Note 11: Approved by the Ministry of Economic Affairs with the Letter of Jing-(090)-Shang No.10701117040 dated September 10, 2018.

  • Note 12: Approved by the Ministry of Economic Affairs with the Letter of Jing-(090)-Shang No. 10801033770 dated March 29, 2019.

  • Note 13: Approved by the Ministry of Economic Affairs with the Letter of Jing-(090)-Shang No. 10801054730 dated May 20, 2019.

  • Note 14: Approved by the Ministry of Economic Affairs with the Letter of Jing-(090)-Shang No. 10801112260 dated August 14, 2019.

70

English Translation of The Annual Report Originally Issued in Chinese

Note 15: Approved by the Ministry of Economic Affairs with the Letter of Jing-(090)-Shang No. 10801157790 dated November 12, 2019.

Note 16: Approved by the Ministry of Economic Affairs with the Letter of Jing-(090)-Shang No. 10901028100 dated February 27, 2020.

(B)Shareholder Structure

As of March 30, 2020; Unit: Shares

Shareholder
Structure
Quantity


Government
Agencies

Financial
Institutions
Other
Corporations
Individuals Foreign
Institutions &
Foreigners
Total
# of Persons 0 5 110 30,156 195 30,466
# of Shares
Held
0 23,915,000 204,388,585 152,880,884 69,854,536 451,039,005
Shareholding
Percentage

0.00%
5.30% 45.32% 33.89% 15.49% 100%

71

English Translation of The Annual Report Originally Issued in Chinese

(C)Diffusion of Ownership

Par at NT$10 per share; As of March 30, 2020

Scale of Shareholding Scale of Shareholding Scale of Shareholding # of
Shareholders
# of Shares Held Shareholding
Percentage
1 to 999 3,353
430,304

0.10%
1,000 to 5,000 21,432
44,075,704

9.77%
5,001 to 10,000 2,965
23,572,180

5.23%
10,001 to 15,000 927
11,963,932

2.65%
15,001 to 20,000 558
10,470,070

2.32%
20,001 to 30,000 435
11,262,310

2.50%
30,001 to 40,000 231
8,343,410

1.85%
40,001 to 50,000 144
6,704,722

1.49%
50,001 to 100,000 232
16,894,331

3.75%
100,001 to 200,000 81
11,527,801

2.56%
200,001 to 400,000 48
14,001,515

3.10%
400,001 to 600,000 13
6,271,335

1.39%
600,001 to 800,000 8
5,519,594

1.22%
800,001 to 1,000,000 8
7,046,146

1.56%
1,000,001 to 1,000,000,000 31
272,955,651

60.51%
Total 30,466
451,039,005

100.00%

(D)List of principal shareholders

The names, numbers of owned shares, and shareholding percentages of those who own 5% or more of the total issued shares or whose shareholding percentage is among the top ten.

As of March 30,2020;Unit: Shares As of March 30,2020;Unit: Shares As of March 30,2020;Unit: Shares
Shares
Name of Major Shareholders

# of Shares Held
Shareholding
Percentage
Hua Wei Investment Co.,Ltd. 60,128,417
13.33%
Hua Xu Investment Co.,Ltd. 58,233,091
12.91%
Hua Yu Investment Co.,Ltd. 55,556,221
12.32%
CathayLife Insurance Co. Ltd 14,628,000
3.24%
Taiwan Bank in custody of Mars Investment
Limited
9,446,000
2.09%
The 2nd-tier new laborpensionplan 7,274,500
1.61%
JPMorgan Chase Bank N.A. in Custody for ABU
DHABI Investment Authority
6,875,000
1.52%
Nan Shan Life Insurance CompanyLtd. 6,009,000
1.33%
JPMorgan Chase Bank N.A., Taipei Branch in
custodyfor Vanguard Total International Stock
5,224,758
1.16%

72

English Translation of The Annual Report Originally Issued in Chinese

Shares
Name of Major Shareholders

# of Shares Held
Shareholding
Percentage
Index Fund,a series of Vanguard Star Fund
Allianz Global Investors Taiwan Fund 4,157,000
0.92%
  • (E)Share prices for the past 2 fiscal years, together with the Company’s net worth per share, earnings per share, dividends per share, and related information.

Unit: NT$

Unit: NT$
Item Year 2018 2019
Market Price
per Share
Highest 61.7 57
Lowest 38.65 36.6
Average 51.72 46.35
Net Worth
per Share
Before Distribution 61.62 56.68
After Distribution 60.12 (Note)
Earnings per
Share
Weighted Average # of Shares 446,254,650 447,962,599
Earnings
per Share
Before Adjustment 0.78 (4.52)
After Adjustment 0.78 (Note)
Dividends
per Share
Cash Dividends 1.5 (Note)
Stock
Dividends
Stock Dividends from
Retained Earnings
Stock Dividends from
Capital Reserves
Accumulated Unpaid Dividends
Analysis of
Return on
Investment
Price/Earnings Ratio 66.31 (None)
Price/Dividend Ratio 34.48 (Note)
Cash Dividend Yield 2.90 (Note)

Note: It has been not distributed.

(F)The Company's dividend policy and implementation

  • a. The Company's Dividend Policy

The Company, if making profits in current year, shall distribute the earnings in the following order:

  1. Payment of all taxes and dues;

  2. Offset prior years’ operation losses;

73

English Translation of The Annual Report Originally Issued in Chinese

  1. Set aside 10% of the remaining amount after deducting items (a) and (b) as legal reserve;

  2. Set aside or reverse special reserve in accordance with law and regulations;

  3. The distribution of the remaining portion, if any, will be recommended by the Board of Directors and resolved in the shareholders’ meeting.

To authorize the distributable dividends and bonuses in whole may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition, there to a report of such distribution shall be submitted to the shareholders’ meeting.

The Company is in an industry with versatile environment. For long-term finance planning requirements and to meet the shareholders’ demand for cash, the Company’s dividend policy aims for steadiness and balancing. Shareholder extra dividend each year cannot be less than 10% of distributed surplus earnings and cash dividends distributed each year cannot be less than 10% of the gross number of dividends.

Furthermore, the Company expects to amend the Articles of Incorporation in 2020, to strengthen the company's dividend policy. The Articles of Incorporation regarding the dividend policy are as follows:

The Company, if making profits in current year, shall distribute the earnings in the following order:

  1. Payment of all taxes and dues;

  2. Offset prior years’ operation losses;

  3. Set aside 10% of the remaining amount after deducting items (a) and (b) as legal reserve;

  4. Set aside or reverse special reserve in accordance with law and regulations;

  5. The remaining portion after the above-mentioned, accounted for as distributable earnings from current year, plus the undistributed earnings from prior years, i.e. accumulated distributable earnings, can be distributed to shareholders based on the proposal submitted by the board and approved by shareholders. If any, will be recommended by the Board of Directors and resolved in the shareholders’ meeting.

To authorize the distributable dividends and bonuses in whole may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; a in addition, there to a report of such distribution shall be submitted to the shareholders’ meeting.

The Company is in an industry with versatile environment. For long-term finance planning requirements and to meet the shareholders’ demand for cash, dividend policy aims for a steady balance. Shareholder extra dividend each year cannot be less than 10% of distributed

74

English Translation of The Annual Report Originally Issued in Chinese

surplus earnings and cash dividends distributed each year cannot be less than 10% of the gross number of dividends.

  • b. Dividend Distributions to Be Proposed at the Shareholders' Meeting

The Articles of Incorporation 24-1: To authorize the distributable dividends and bonuses in whole may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; a in addition, there to a report of such distribution shall be submitted to the shareholders’ meeting. The following distribution:

Kinsus Interconnect Technology Corp. Earnings Distribution Schedule 2019

2019
Item Unit: NT$ Amount
Unappropriated retained earnings (at beginning of period)
Less: Other comprehensive income (loss) in 2019
-Actuarial gain/loss of defined benefit
Add: Adjustment of employee restricted stocks
Less: Net loss after tax in 2019
Special reserve
Distributable earnings
Less: Cash dividend to shareholders (NT$1.0 per share)
Unappropriated retained earnings (at end of period)
12,912,742,232
(4,727,347)
297,657
(2,025,332,039)
(83,020,969)
10,799,959,534
(451,039,005)
10,348,920,529
  • c. Explanation of Expected Material Changes in the Dividend Policy: None

  • (G)Effect upon business performance and earnings per share of any stock dividend distribution proposed or adopted at the most recent shareholders’ meeting

Regarding the distribution of earnings of the Company for 2019, the board of directors approved the proposal on February 10[th] , 2020 to distribute shareholder bonuses totaling NT$451,039 thousand in the form of cash only. Thus, it is not applicable.

  • (H)Compensation of employees, directors, and supervisors

  • a. The percentages or ranges with respect to employee, director, and supervisor compensation, as set forth in the Company’s articles of incorporation:

75

English Translation of The Annual Report Originally Issued in Chinese

The Company, if making profits in current year, shall provide the ratio of employee compensation to “income before tax and the employee and directors’ compensation to be provided” at less than 10% and the ratio of directors’ compensation to “income before tax and the employee and directors’ compensation to be provided” at be more than 1%, provided that all accumulated deficits, if any, are fully offset.

The employees’ compensation can be distributed in cash or stocks. The employees receiving the stock dividends may include employees in affiliated or control companies who met certain conditions stipulated by the Board of Directors.

Employee and directors’ compensation is to report in the shareholders’ meeting.

  • b. The basis for estimating the amount of employee, director, and supervisor compensation, for calculating the number of shares to be distributed as employee compensation, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period: None

  • c. Information on any approval by the board of directors of distribution of compensation:

  • (a) The amount of employee, director, and supervisor compensation distributed in cash or stock. If there is a discrepancy with the annual estimated amount of recognized expenses, the discrepancy, cause, and how it is treated: None.

  • (b) The proposed amount of employee stock bonuses to be distributed, and the size of such an amount as a percentage of the sum of the after-tax net income stated in the separate or individual financial reports for the current period and total employee bonuses: N/A

  • d. The actual distribution of employee, director, and supervisor compensation for the previous fiscal year (with an indication of the number of shares, monetary amount, and stock price, of the shares distributed), and, if there is any discrepancy between the actual distribution and the recognized employee, director, or supervisor compensation, additionally the discrepancy, cause, and how it is treated.

The actual distribution of employee bonuses and director/supervisor compensation by the Company for 2018 is as follows:

Item Earnings Distribution for 2018 Earnings Distribution for 2018 Discrepancy Cause and
Explanation of
Discrepancy
Adopted at Shareholders’
Meeting on
May29 2019
Actual
Distribution
Director/Supervisor NT$3,352 thousand
NT$3,352 thousand

-
-

76

English Translation of The Annual Report Originally Issued in Chinese

Compensation Employee Cash NT$55,074 thousand NT$55,074 thousand - - Bonuses

(I)Share repurchases: None

(2) Issuance of corporate bonds: None

(3) Issuance of preferred shares: None

(4) Issuance of global depository receipts: None

(5) Issuance of employee share subscription warrants: None

(6) New restricted employee Shares:

(a)Issuance of Employee Restricted Stocks:

As of 03/30/2020

As of 03/30/2020
Type of Restricted Shares First Grant of 2018 Second Grant of 2018
Approval Date by the
Authority
2018/07/10
Grant Date 2018/08/28 2019/03/18
Restricted Stock Granted 4,841,000 598,500
Price of Issuance NT$10 NT$10
Percentage of Employee Restricted Stocks to
OutstandingCommon Shares
1.07% 0.13%
Conditions for Exercise of
Employee Restricted Stocks
(1) A class: applicable for employee at 8thlevel
The vesting ratios for the underlying employee who retains with
the Company from the grant date (i.e. the measurement date of
capital addition) to the following vesting dates are as bellows in
the conditions that she/he meets the individual performance
criteria and does not breach any of laws, the Company’s service
agreement, commitment for integrity and confidential, the
Company’s working rule, code of conducts, etc.
A. Within one month starting the granted date: 20%.
B. April 25, 2019: 20%.
C. September 25,2019: 15%.
D. April 25, 2020: 15%.
E. September 25, 2020: 15%.
F. April 25, 2021: 15%.

77

English Translation of The Annual Report Originally Issued in Chinese

(2) B classapplicable for employee at 4th~ 7thlevel
1). The vesting ratios for the underlying employee who retains
with the Company from the grant date to the following vesting
dates are as bellows in the conditions that she/he meets the
individual performance criteria and does not breach any of
laws, the Company’s service agreement, commitment for
integrity and confidential, the Company’s working rule, code
of conducts, etc.
A. Within one month starting the granted date: 20%.
B. April 25, 2019: 20%.
C. September 25,2019: 15%.
D. April 25, 2020: 15%.
E. September 25, 2020: 15%.
F. April 25, 2021: 15%.
2). Individual performance to be achieved
A. For employee at 1stgrade of 4thlevel to 2ndgrade of 5th
level:
The most recent performance upon expiration of vesting
period shall be rated at A.
B. For employee at 1stgrade of 6thlevel to 2ndgrade of 7th
level:
The current vesting ratio is 100%, 75% or 50%,
respectively, if the employee’s most recent performance
upon expiration of vesting period is rated at A, B+, or B.
(2) B classapplicable for employee at 4th~ 7thlevel
1). The vesting ratios for the underlying employee who retains
with the Company from the grant date to the following vesting
dates are as bellows in the conditions that she/he meets the
individual performance criteria and does not breach any of
laws, the Company’s service agreement, commitment for
integrity and confidential, the Company’s working rule, code
of conducts, etc.
A. Within one month starting the granted date: 20%.
B. April 25, 2019: 20%.
C. September 25,2019: 15%.
D. April 25, 2020: 15%.
E. September 25, 2020: 15%.
F. April 25, 2021: 15%.
2). Individual performance to be achieved
A. For employee at 1stgrade of 4thlevel to 2ndgrade of 5th
level:
The most recent performance upon expiration of vesting
period shall be rated at A.
B. For employee at 1stgrade of 6thlevel to 2ndgrade of 7th
level:
The current vesting ratio is 100%, 75% or 50%,
respectively, if the employee’s most recent performance
upon expiration of vesting period is rated at A, B+, or B.
Limitations to the Rights of
Employee Restricted Stocks
(1) The restricted stocks in the custody of trust shall not be sold,
pledged, transferred, donated to others, encumbered, or any other
ways of disposal before the vesting conditions are met.
(2) The restricted stocks shall be in custody of a trust right upon
issuance and the granted employee shall not ask the trustee to
return the shares for any reasons or by any ways before the vesting
conditions are met.
(3) The Restricted Stocks are legitimate to participate in earing
distribution or dividend (by either share or cash) during the
vesting period.
(4) It is the custodian institution to execute the voting right and
election right in shareholders’ meeting for the restricted stocks
employees in accordance with related laws and regulations.
Custody of Employee Restricted Stocks A total of 1,841,760 shares
delivered to the Trust.
A total of 244,755 shares
delivered to the Trust.
Procedures for Non-Compliance
of the Conditions
The Company can buy back and cancel all restricted
stocks from any employee whom received restricted stocks.
Number of Employee Restricted Stocks
Bought Back
469,030 27,450

78

English Translation of The Annual Report Originally Issued in Chinese

Number of Employee
Restricted Stocks Free from Custody
2,530,210 244,755
Number of Employee
Restricted Stocks under Custody
1,841,760 244,755
Number of Employee Restricted Stocks under
Custody to Outstanding Common Shares (%)
0.41% 0.05%
Impact on Shareholders’ Equity A. Potential expense:
The Company shall evaluate at NT$51.3 of unit market price on
2018/01/15. In accordance with the conditions for exercising
restricted stocks set forth in the preceding paragraph, the annually
expensed amount is estimated at NT$104,042 thousands,
NT$88,864 thousands, NT$30,292 thousands and NT$3,952 in
2018, 2019, 2020 and 2021 respectively.
B. Potential impact to dilution of earnings per share (EPS) and
other factors that may affect shareholder’s equity:
Potential dilution of EPS is estimated at NT$0.23, NT$0.20,
NT$0.07and NT$0.01 in 2018, 2019, 2020 and 2021 respectively.
Since the potential impact to EPS is limited, we do not expect any
material impact to shareholders’ equity.

79

English Translation of The Annual Report Originally Issued in Chinese

(b) Information on Name of Managers and Top 10 Employees obtaining Employee Restricted Stocks

As of 03/30/2020 As of 03/30/2020 As of 03/30/2020 As of 03/30/2020 As of 03/30/2020 As of 03/30/2020 As of 03/30/2020 As of 03/30/2020
Title Name Number of
Employee
Restricted
Shares

Number of
Employee
Restricted
Stocks to
Outstanding
Common
Shares
Free from Trust Under the Trust
Number of
Employee
Restricted
Stocks Free
from
Custody
Price of
Issuance

Total
Amount of
Issuance

Number of
Employee
Restricted
Stocks Free
From
Custody
To
Outstanding
Common
Shares
Number of
Employee
Restricted
Stocks Under
Custody
Price of
Issuance
Total Amount
of Issuance
Number of
Employee
Restricted
Stocks
Under
Custody
To
Outstanding
Common
Shares
Management Chief Financial officer LIU, SU-ZHEN 54,000
0.01%

29,700

10

297,000

0.01%

24,300

10

243,000

0.00%
Employee Senior Associate Vice President LIN, PIN-ZHONG
1,026,000
0.23% 588,600 10 5,886,000 0.13% 437,400 10 4,374,000 0.10%
Senior Associate Vice President MA, ZHEN-GUO
Senior Associate Vice President DAI, XIAN-
MING
Senior Associate Vice President LI, AN-TANG
Senior Associate Vice President XU, JIN-HUA
Senior Associate Vice President LIN, DING-HAO
Senior Associate Vice President LI, SHI-FU
Senior Associate Vice President LI, BING-ZE
Senior Associate Vice President LAI, YU-NAN

80

English Translation of The Annual Report Originally Issued in Chinese

Senior Project Associate Vice
President
MU, XIAN-JUE
Associate Vice President PENG, DIAN-
ZHONG
Associate Vice President HE, QI-YE
Associate Vice President WU, CHANG-
LONG
Associate Vice President LIU, WEI-XIN
Associate Vice President ZHU, WEI-JING
Associate Vice President HE, YUE-XIU
Associate Vice President HONG, XIAN-
FEI
Associate Vice President ZHUANG, YING-
CHANG
(Resigned)
Associate Vice President DING, JIN-XING

Note: All the top 10 employees obtaining Employee Restricted Stocks, including those granted the same number of options, are disclosed here.

81

English Translation of The Annual Report Originally Issued in Chinese

  • (7) Mergers, acquisitions, and issuance of new shares due to acquisition of shares of other companies

  • (A)Where the Company completed a merger, acquisition, or issuance of new shares due to acquisition of shares of other companies in the most recent year and during the current period up to the date of printing of the annual report, the following matters shall be disclosed: None

  • (B)Where, in the most recent year and during the current period up to the date of printing of the annual report, the board of directors adopted a resolution approving a merger, acquisition, or issuance of new shares due to acquisition of shares of other companies, the state of the plan's implementation together with the basic information of the Company (or companies) to be merged, acquired, or purchased through acquisition of shares shall be disclosed. Where a merger, acquisition, or issuance of new shares due to acquisition of shares of other companies is currently in progress, the state of the plan’s implementation and its effect on shareholders' equity shall be disclosed: None

  • (8) Implementation of the Company’s capital allocation plans

  • (A)Description of the plans: Each uncompleted public issue or private placement of securities, and issues or placements that were completed in the most recent three years but have not yet fully yielded the planned benefits: N/A

  • (B)Status of implementation: N/A

82

English Translation of The Annual Report Originally Issued in Chinese

5. An Overview of Operations

(1) A description of the business

  • (A)Scope of Business

  • a. Primary Business Areas

    • (a)CC01080 Manufacturing of electronic components.

    • (b)CC01990 Manufacturing of other electrical and electronic mechanical equipment.

    • (c)CB01990 Manufacturing of other machinery.

    • (d)CQ01010 Manufacturing of dies.

    • (e)F401010 International trade.

b. Sale Percentages of Primary Products

Unit: NT$’000

Unit: NT$’000 Unit: NT$’000
Percentage
Primary product

2019
Sales Percentage
Division of substrates 16,292,243 72.97%
Division of PCBs 2,680,034
12.00%
Division of Optics 3,355,133 15.03%
Total 22,327,410
100.00%
  • c. Current Products

  • (a) Manufacturing & sales of PBGA (Plastic Ball Grid Array) substrates.

  • (b) Manufacturing & sales of MCM (Multi-Chip-Module) BGA substrates.

  • (c) Manufacturing & sales of CSP (Chip Scale Package) mini-BGA substrates.

  • (d) Manufacturing & sales of High Dissipation Cavity Down substrates and TEBGA (Thermal Enhanced-BGA) substrates.

  • (e) Manufacturing & sales of Flip Chip substrates and Flip Chip CSP substrates.

  • (f) Manufacturing & sales of Flip Chip Film COF (Chip on Flex).

  • (g) Manufacturing & sales of Core-less substrates.

  • (h) Manufacturing & sales of All Layer Build Up substrates.

  • (i) Manufacturing & sales of Embedded Pattern substrates.

  • (j) Manufacturing & sales of Embedded Passive substrates.

  • (k) Manufacturing & sales of High-Density Copper Bump substrates.

  • (l) Manufacturing & sales of High Band Width Package-On-Package substrates.

83

English Translation of The Annual Report Originally Issued in Chinese

  • (m) Manufacturing & sales of Core-less Embedded Passive substrates.

  • d. New Products to Be Developed

Since the founding of the Company, we have always maintained the principle of “Satisfy customers; pursue excellence”. Furthermore, we also positioned our R&D to achieve technology leadership and satisfy market demands. We always strive to increase the profitability of our products by entering the market early, as well as plan future investments of engineering resources by fully grasping the requirements of new generation products. Listed below are new products that we plan to develop in the future:

  • (a) Introduction of Ultra-low Expansion/Shrinkage, High Tg, High Young's Modulus base materials

  • (b) Development of Fine Pitch Copper Pillar and Solder Bump substrate technology.

  • (c) Development of High Layer Count Core-less substrate manufacturing technology.

  • (d) Development of Embedded Passive substrate technology.

  • (e) Cooperative project of 20~14 nanometer chip packaging.

  • (f) Development of automatic production technology for ultra-thin boards.

  • (g) Development of integration technology of Embedded Active and Embedded Passive components.

  • (h) Development of ultra-fine circuit (<8um), and high contact density products (<30um pitch).

  • (i) Development of ultra-micropore (diameter<=30um) technology.

  • (j) Development of low-cost fine circuit (<=20um) technology.

  • (k) Development of Via Filling technology.

(B)Overview of the Industry

a. Overview and Development of the Industry

At the beginning of 2019, IMF estimated that the global economic growth will reduce from 3.7% in 2018 to 3.5% in 2019, and today it seems that the growth rate is only 2.9%.

The original optimistic forecast was based on the development trend of 5G and AI, which estimated the industry and electronic product market sales that may be driven, but the U.S.-China trade war and technological blockade disrupted the development of related industries.

84

English Translation of The Annual Report Originally Issued in Chinese

The slowly development of 5G and the popularity of terminal devices such as smartphones have declined and delayed, and the development of related technologies such as autonomous driving and AI has also been profoundly affected. These are reflected in the decline in the growth of servers and data centers.

In addition, UK may leave EU that has also affected the economic growth of the European Union to a certain extent.

From the following table, the trade war has dragged down the economic growth of the world's major economies. Both the United States and China have suffered both defeats and the world has suffered. Technological warfare has also limited the motivation for launching new products.

The terminal demand has been weak, and the electronics industry and the semiconductor industry have lacked the driving force.

==> picture [411 x 215] intentionally omitted <==

Source IMF 2020

In early 2020, the epidemic of a new coronavirus (officially designated by WHO as COVID-19) spread rapidly around the world. The actions of closed cities, closed borders, factory shutdowns, etc. continue to increase the negative effect on the global economy (including the demand for electronic products).

This is also partly included in the IMF ’s prediction that global economic growth will be slower in 2020. the spread of COVID-19 will disrupt or affect

85

English Translation of The Annual Report Originally Issued in Chinese

the supply of upstream and downstream components in many industries, which cannot be accurately predicted for a short period. However, major market forecasting agencies recommend conservative views on the growth of the electronics market in 2020.

From the following chart, China has developed into the world's second largest economy, with GDP accounting for 16% of the world. China's demand is lime lighted, and more importantly, China's world factory has accounted for 53% of global electronic product assembly.

The spread of COVID-19 has caused a new worry. Whether it is the shutdown of Chinese factories or the shortage of components and materials that affect the manufacturing of end products, the overall ratio has far exceeded 53%, not just in electronic products such as mobile phones, computers, etc.

==> picture [148 x 163] intentionally omitted <==

==> picture [142 x 165] intentionally omitted <==

Prismark 2020

In the electronic products and semiconductor industries, a few products still maintain a growth trend. From the following table, the demand for servers and data centers in 2020 is still expected to grow by 6%.

This is another year of substantial growth following the substantial growth in 2018. In addition, the wireless communication infrastructure (that is, 5G base stations) also has an annual growth of 11%. Driven by the growth of these two products, the demand for memory will also be considerable. Although it is not a terminal product, the growth in demand

86

English Translation of The Annual Report Originally Issued in Chinese

for package carrier boards is relatively significant.

==> picture [456 x 247] intentionally omitted <==

Figure The growth trend of global electronic product Source :: Prismark 2020

In addition to the growth and decline of these terminal electronic products, another potential problem is gradually emerging. The final assembly capacity of products has a huge proportion in China, and this proportion is still increasing year by year. The rightmost column of the above table shows China's global share in the assembly of various products.

In terms of information products and automotive related applications, it has already affected the global supply chain. In this crisis of the spread of COVID-19, the decentralized and stable supply of related product supply chains has been highlighted, but such a centralized supply chain situation cannot be changed or reversed in the short time. These must have a large negative impact on terminal demand and supply for 2020.

Looking at the development of electronic products in 2020, it can be aggregated into several directions:

(a) Demand for smartphones may decline, 5G (especially millimeter wave band) progress is delayed

(b) 5G base station deployment is still up 275% from 2019

  • (c) The rapid growth of server /data center indirectly drives the growth of

87

English Translation of The Annual Report Originally Issued in Chinese

memory demand

Looking ahead to the coming year, there are also crises and opportunities. Moderate adjustment of production capacity allocation, chasing changes in product mix, and continuous development of emerging products related to potential trends in 2021/2022 are now strategic directions.

b. Interrelationships between the Upstream, Midstream and Downstream of the Industry

The relative relationships between the upstream and downstream sectors of the industrial chain of PCB and IC substrate are shown in the figure below. Our company is positioned in the sector of “Circuit board”. Upstream suppliers include Epoxy CCL (Copper Clad Laminate), copper foil, and various specialty chemicals suppliers. Downstream clients include IC packaging industry, and electronic product assembly EMS companies.

The COVID-19 that spread at the end of 2019 began to affect the supply of some raw materials (copper foil, Copper Clad Laminate, etc.) in the first quarter of 2020, and some countries closed the border to prevent the spread of the epidemic, resulting in unstable supply. It is expected to be relieved in the summer and autumn.

==> picture [442 x 238] intentionally omitted <==

==> picture [55 x 8] intentionally omitted <==

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

Source: IEK
----- End of picture text -----

88

English Translation of The Annual Report Originally Issued in Chinese

原物料: Raw
materials
酚醛樹脂: Phenolic resin;溴化環氧樹脂: Brominated epoxy resin;銅箔: Copper foil;玻纖紗: Fiberglass
yarnPI (Polyimide);玻纖布: Fiberglass cloth
南亞: Nan Ya Plastics Corporation;長春: Chang Chun Group;長興: Eternal Materials Co., Ltd.;聯仲:
UPC Group;台灣銅箔: Taiwan Copper Foil Corporation, Ltd.;台日古河;FCFT (Furukawa Circuit Foil
Taiwan) Corporation;金居: Co-Tech Development Corporation;李長榮: LCY Chemical Corporation;台
: Taiwan Glass Group;必成: PFG Fiber Glass Corporation;富喬: Fulltech Fiber Glass Corporation;建
: Baotek Inc.;德宏: Glotech Industrial Corp.;橡樹: Asahi-Schwebel Taiwan;達邁: Taimide
Technology, Ltd.
銅箔基板: Copper
clad laminate
紙質基板: Paper-based substrate;複合基板: Composite substrate;玻纖環氧基板: Fiberglass epoxy
substrate;軟質基板: Flexible substrate;樹脂基板: Resin substrate
台光: Elite Material Co., Ltd.;台燿: Taiwan Union Technology Corporation;松電工: Song Dian
Gong/Taiwan Song Electrical Multi-layer Materials Co., Ltd.;聯茂: ITEQ Corporation;合正: Uniplus
Electronics Co., Ltd.;台光電: Elite Material Co., Ltd.;華韡: Hwa Woei Laminate Corporation;宏泰:
Hong Tai Electric Industrial Co., Ltd.;台虹: Taiflex Scientific Co., Ltd.;律勝: Microcosm Technology Co.,
Ltd.;新揚科: ThinFlex
蝕刻液: Etching solution;電鍍化學品: Electroplating chemicals;綠漆: Green paint;乾膜: Dry
film;生產設備: Production equipment;製程代工: Process OEM
電路板: Circuit
boards
單面板: Single sided boards;雙面板: Double sided boards;多層板: Multi-layer boards;軟板: Flexible
boards;軟硬板: Rigid-flex boardsIC載板: IC substrates
敬鵬: Chin Poon Industrial Co., Ltd.;競國: APCB Group;華通: Compeq Manufacturing Co., Ltd.;欣興:
Unimicron Technology Corporation;金像: Gold Circuit Electronics Co., Ltd.;南電: Nan Ya Printed Circuit
Board Corporation;燿華: Uniteh Printed Circuit Board Corporation;健鼎: Tripod Technology
Corporation;先豐: BoardTek Chemical Engineering Corporation;旗勝: Mektek Industrial Corporation,
Ltd.;台郡: Flexium Interconnect, Inc.;嘉聯益: Career Technology Co., Ltd.;同泰: Uniflex Technology
Inc.;楠梓電: WUS Printed Circuit Co.,Ltd. 景碩: Kinsus Interconnect TechnologyCorporation
應用產品:
Application
products
資訊: Information 通訊: Communication;光電: Photoelectric;民生: Daily necessities;消費性:
Consumer products;精密儀器: Precision instruments;汽車: Automobiles;航太: Aerospace

c. Various Product Development Trends

  • (a). The FCCSP used in handheld devices (such as smart phones) is advancing toward a thinner, thinner line ETS process.

  • (b). High-pin-count chips (AI, 5G, etc.) use multi-chip, large-area, highlevel ABF-FCBGA with stacked chips, and grow rapidly.

  • (c). The next driving force of the module products is the 5G millimeter wave Antenna in Package, Sub-6 antenna and RFIC, and the MSAP process of high-level number provides business opportunities for BT.

Mastering the development steps of products / customers and preparing the corresponding scale production capacity in time can keep up with or even exceed the product development trend.

d. Product Competitions

The most threatening technology in packaging substrate is the fan-out wafer level package (FO-WLP). Please refer the market diagram for

89

English Translation of The Annual Report Originally Issued in Chinese

advanced packaging technology in the picture below. While the current market share of Flip-Chip packaging is far greater than Fan-Out and FanIn, the substrate industry needs to launch finer and thinner flip-chip substrate solutions to maintain competition which using substrate as packaging substrate. Other rises such as SiP modules have increased the sales opportunities for substrate.

==> picture [387 x 230] intentionally omitted <==

Picture market diagram for advanced packaging technology

source: Olé, IEK (2018/09)

  • (C)Overview of Technology and R&D

arid expenses during recent years and up to the publication date of this annual report

Unit: NT$’000;%
Item
Year
2019 As of March 31, 2020
R&D expenses 1,924,984 505,868
Net income 22,327,410 5,892,333
Percentage of R&D expenses(%) 8.62% 8.59%
  • b. Successfully developed technology or products

  • (a) Manufacturing technology and products of PBGA (Plastic Ball Grid Array) substrates.

  • (b) Manufacturing technology and products of MCM (Multi-chip-Module)

90

English Translation of The Annual Report Originally Issued in Chinese

BGA substrates.

  • (c) Manufacturing technology and products of CSP (Chip Scale Package) substrates.

  • (d) Manufacturing technology and products of High Dissipation Cavity Down substrates, and TEBGA (TEBGA-Thermal Enhanced BGA) substrates.

  • (e) Manufacturing technology and products of Flip Chip substrates, and Flip Chip CSP substrates.

  • (f) Manufacturing technology and products of Flip Chip film COF (Chip on Flex).

  • (g) Manufacturing technology and products of Core-less substrates.

  • (h) Peripheral and array wire type Copper Bump Packaging substrates.

  • (i) Miniature Heatsink Packaging substrates.

  • (j) Manufacturing technology and products of Embedded Pattern substrates.

  • (k) Technology and design specifications of Embedded Thin capacitors.

  • (l) Technology of No-wiring Bump Ni/Au electroplating.

  • (m) Manufacturing technology of Copper Bump.

  • (n) Anisotropic Etching technology.

  • (o) Asymmetric structural board technology and odd-numbered-layer board technology.

  • (p) High Band Width Package-On-Package substrates technology.

  • (q) Electroless Nickel/Electroless Palladium/Immersion Gold (EPIG) surface treatment technology.

  • (r) Embedded Thermal Bar technology.

  • (D)Long & Short-Term Business Development Plans

a. Short Term Plan

(a)Marketing Strategies

 Maintain close cooperation with key clients; stay up to date with the new products updates and customer needs.

 Multi-directional product development strategy; be attentive to the development of small and mid-sized clients, as well as product changes.  Develop business opportunities in new application fields; introduce different product design concepts and achieve technology-preparedness early.

 Establish rapid prototyping unit and enhance new product development services.

  • Increase R&D capacity and shorten design time; provide timely introduction of new products to satisfy customer demands.

 Continue to promote the TS16949 quality assurance certification system;

91

English Translation of The Annual Report Originally Issued in Chinese

ensure product quality; establish worldwide quality reputation by receiving certifications from major international manufacturers.

(b)Production Strategy

In response to the continuously expanding business scale, we will strive to simplify the technologies, improve manufacturing processes, implement automation & unattended operations, and conduct enhancements & maintenance, to increase productivity, reduce defective ratio, and lower costs.

(c)Directions of Product Development

  • Increase R&D capabilities; actively invest in product R&D, design, and improvements; shorten product development time and try to lower costs; continue to simplify and accelerate processes, as well as improve quality.

  • Reinforce product development and communication with potential customers, to fully grasp the market trends and maintain technical leadership.

(d)Operation Scale and Finance

  • Continue to expand facility, invest in technologies, and increase utilization rate to expand the scale of operation.

  • Establish sound, complete fundraising channels; establish close cooperative and mutually beneficial relationships with financial institutions; identify long-term low-interest loans, to supply the capitals needed for expanding the operation of the Company.

b. Long Term Plan

(a)Marketing Strategies

  • Train marketing professionals on a long-term basis; gather information about other companies in the same industry as well as future development trends; stay informed about the status of current and new competitors; gain insights into market opportunities and establish operational bases widely; adjust individual product strategies immediately following changes in the market; increase market share.

  • Maintain partnership relations with advanced chip develop and design companies; always be in possession of first-hand information; achieve process technology and production capacity preparedness, to maintain the Company’s long-term competitiveness.

(b)Production Strategies

92

English Translation of The Annual Report Originally Issued in Chinese

  • Continue to increase production quality, technical strength, product yield, and lower production cost.

  • Actively invest in automatic production equipment; bring in professional talents and advanced production technology; and improve process efficiency, to achieve the goal of increase the Company’s profitability.

  • Increase flexibility in production, to be able to respond to rapid market

  • changes and unexpected urgent demands.

(c)Directions of Product Development

  • Bring together related manufacturers in the nation to form R&D alliance, to actively and collaboratively develop and integrate advanced products, to create high added-value and head-start opportunities.

  • In fields of high technical difficulties, adopt the strategies of technology transfer and authorization, as well as international cooperation; or commission domestic or foreign research institutes to conduct R&D projects, to lower the risks, shorten development time, exert the combined results of R&D, and increase R&D strength.

(d)Operation Scale and Finance

  • Cultivate operational strength; expand quickly the operational scale; move towards the goal of diversified product development.

  • As the Company continues to expand its business, in the future, we will establish marketing and production bases around the world, and actively build worldwide operation management and R&D centers.

  • Raise long/mid-term funds and build up long-term development strength, to expand the operation scale of the Company.

  • (2) An analysis of the market as well as the production and marketing situation

(A)Analysis of the Market

  • a. Sales (available) areas of primary products (services)
Unit: NT$’000
Sales area 2019 Sales Value Percentage
Taiwan 6,278,257 28.12%
Mainland China 10,741,969 48.11%
United States 2,845,359 12.74%
Japan 1,649,988 7.39%
Europe 192,111 0.86%

93

English Translation of The Annual Report Originally Issued in Chinese

Others 619,726 2.78%
Total 22,327,410 100.00%

Our company’s primary product is the spherical array (BGA) substrates for IC. It is used as the chip carrier for semi-conductor packaging and acts as the connecting channel to external circuit. It is categorized as a raw material for the packaging industry or a carrier component. Its main sales targets are domestic and foreign IC packaging, design and system businesses.

b. Market Share

Currently, Japan remains to be the leading country of IC substrates production. It is the priority choice of the majority of packaging companies. This is mainly because of the overall strength of Japan's electronics industry, its certification numbers, excellent process capabilities, peripheral materials, and the support capability of its equipment industry. These factors enable Japan's substrates manufacturers to outperform others.

Our nation ranks as the second largest producing country. We have complete industrial chain and world's largest IC OEM manufacturing scale, which successfully drives the demands for substrates and packaging. Through technology authorization, along with their own process control technology, integrated industry environment & peripheral resources, etc., our IC substrates industry made our nation to become the second largest producer; second only to Japan, Currently, the industry has moved the production of substrates products with lower technical levels to mainland China. In the future, the local production scale will grow significantly, as the electronics industrial chain expands.

In recent years, Japan, Korea, and Taiwan’s IC substrates manufacturers have been engaged in fierce competition. Looking at the numbers from recent years, Taiwan’s IC substrate manufacturers grabbed a significant market share of 30%.

c. Future Demand and Supply Condition, and Growth Potential of the Market

Currently, IC substrates are used 100% in the packaging market. They are categorized as one of the high-end electronic packaging materials. In addition to the drive from the global electronics market, as the complexity of the products and the speed of signals increase, IC substrate industry has become an important factor in elevating the level of packaging. According

94

English Translation of The Annual Report Originally Issued in Chinese

to statistical results conducted by IC Insights, the shipments units of IC market were about 251.9 billion in 2016 and the compound growth rate could reach 6.2% for the period from 2016 to 2019. In 2016, IC substrate shipments units of were about 71.9 billion and might reach about 79.8 billion in 2021. Also, according to data released by Prismark, the production value of IC substrate was about $6.922 billion US Dollars in 2015 while it is estimated to reach $6.947 billion in 2020. Both quantity and value are of a slight growth. Among them, Module products grew strongly by a compound rate of 7.9% for the period from 2015 to 2020 driven by the speed growth of portable products, personal video & sound systems and the trend of electronic products to be miniaturized. As the functions of electronic products continuously become more complicated and the types of corresponding packaging also are made progressively, the portion of highend packaging will continuously grow.

d. Competitive Niche

Our technical team is primarily consisted of research institutes, well-known professionals, related industries, and foreign and domestic experts. Both the quality of our products and the production capacity meet the international standards. Systems manufacturers from various countries are also gradually affirming our production technology and price competitiveness and are starting to use substrates produced by our domestic manufacturers.

Our company is a Full Process Workshop. We are capable of providing our customers with the full manufacturing process service from circuit design, photomask manufacturing, substrates production, to automatic electric testing. Customers can access our computer system through the Internet and query relevant real-time information. This can help to maintain good and stable cooperative relations with our customers.

  • e. Favorable and Unfavorable Factors for Development Perspectives, and the Responding Measures.

  • (a) Favorable factors

    • IDM factory releases production capacity to system chipset manufacturers, which gives domestic system chipset manufacturers and packaging factories more space to grow as well as more business opportunities. Furthermore, packaging technology is moving towards the direction of high pin count and small pin pitch to achieve the goals of light, thin, short, and small; BGA substrates are certainly the right technology that is in line with such a product trend.

95

English Translation of The Annual Report Originally Issued in Chinese

  • Since the founding of our company nineteen years ago, our R&D and manufacturing technology teams have already accumulated rich experiences and acquired excellent skills. Their capabilities in continued innovation and rapid development have also grown to a level that allow them to compete with other nations. The packaging factories are adopting broader and diversified certification systems to allow them to work closely with domestic substrate manufacturers to lower costs and shorten delivery times. Such practice of local procurement has become a trend and can facilitate the continuous development of the industry in the future.

  • Professional Full Process Workshop can provide customers with technical services and consultation in areas of circuit design, photomask manufacturing, substrate production, automatic inspection, and others. Customers can receive all the services they need at the same time, thus saving them time, effort, and money.

(b)Unfavorable factors

  • Because BGA substrate and packaging technologies change as the chip design companies' products change, therefore, the life cycles of these technologies often are shorter. When the chip design companies change the specifications of their products, the substrate design of BGA and packaging technologies will have to be modified in sync with the market.

Responding measures:

To keep up with the market trends, our company actively strives to increase R&D capacity, as well as strengthen our design and manufacturing abilities in multi-layer boards and thin boards. In the future, the Company will continue to develop various types of Flip Chip substrates, ultra-thin boards, and high-density substrates needed, and at the same time extend patented technologies that we currently own to compete for market opportunities.

  • Since BT base material are Mitsubishi's proprietary material, therefore, if Mitsubishi's production capacity tightens, it will affect our product delivery and consequently cause us to lose customers.

Responding measures:

In addition to maintain good relations with current BT base material

96

English Translation of The Annual Report Originally Issued in Chinese

manufacturer, we will conduct development testing of related substitute materials at the same time, to prevent the risk of material shortage; thus, allowing us to have multiple sources of suppliers and maintain a stable supply of the primary raw material. (For instance, material from Hitachi and others.)

(B) Major Applications and Manufacturing Processes of the Primary Products

a. Major applications of the primary products

PrimaryProduct Major Application
PBGA Substrates BGA packaging; application products include chipsets and graphics
chips.
MCMMulti-chip Module
Substrates
MCM packaging; application products include IC that combines
analog, digital, power control circuit, as well as memory and logical
IC control.
CSP Substrates CSP packaging; application products include Flash, high-speed
DRAM,and logical chips.
Flip chip Application products include chipsets, graphics chips, Flash memory,
and logical IC.
FC CSP High-end hand-held devices' system chips, communication chips, and
chipsets.
Embedded Substrates Embedded substrates can shorten spacing between components, in
order to improveproducts' electricalproperties.

97

English Translation of The Annual Report Originally Issued in Chinese

  • b. Manufacturing Process of the Primary Products

==> picture [420 x 359] intentionally omitted <==

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

Multi-layer
START Double layer
Drilling
Solder Mask
Circuit Formation Drilling
Inner
AOI DP+Cu Plating Ni/Au
Plating
Layer
Brown
Plug Hole AEI
Oxide
Circuit
Lamination AVI
Formation
X-ray Drilling AOI
Packing
----- End of picture text -----

(C)Supply Condition of the Primary Raw Materials

The Company’s primary materials include BT substrates, gold potassium cyanide, films, copper sheets, etc. Among them, BT substrates and films are purchased from major foreign manufacturers. To ensure a stable supply of the materials and their quality, the Company does not easily change suppliers once they have been rated and gone through the trial production. In addition, we actively seek to maintain good long-term relationships with our suppliers. Through the long-term cooperative relationships, lowered costs, fast and flexible delivery schedules, we strive to increase the competitive power of our products and create the maximum profits.

Supply Areas (Manufacturers) of the Primary Raw Materials

Primary Raw material SupplyArea Supplier
Substrates Japan MitsubishiHitachiAjinomoto fine
Goldpotassium Taiwan Hon Hai

98

English Translation of The Annual Report Originally Issued in Chinese

Copper sheets Japan OFUNA
Films Japan MitsubishiHitachi

99

English Translation of The Annual Report Originally Issued in Chinese

(D)Major Suppliers in the Last Two Calendar Years

a. Major Clients in the Last Two Calendar Years

Unit: NT$’000

2018 2018 2019 2019
Item Client
name
Amount % to annual
net sale
%
Relation
with
issuer

Client
name
Amount % to annual
net sale
%
Relation
with
issuer
1 A 1,773,028 7.47 None A 1,666,355
7.46
None
2 D 1,637,372 6.90 None B 1,284,485
5.75
None
3 C 1,584,945 6.68 None C 1,275,261
5.71
None
Others 18,732,584 78.95 Others 18,101,309
81.08
N l 23727929 100 N l 22327410 100
et sae ,, et sae ,,

Due to continued upgrading product packaging from Lead Frame to BGA, even flip chip, IC substrate market demand continues. The main customers of the sales amount do not change much.

b. Major Suppliers in the Last Two Calendar Years

Unit: NT$’000

2018 2018 2019 2019
Item Supplier Amount % to
annual
purchase
%
Relation
with
issuer
Supplier Amount
% to
annual
purchase
%
Relation
with
issuer
1 B 1,204,029 12.30 None A 1,115,550 12.98 None
2 A 1,037,461 10.60 None B 918,430 10.69 None
3 C 785,079 8.02 None C 648,232 7.54 None
Others 6,762,253 69.08 Others 5,912,150 68.79
Net 9,788,822 100 Net 8,594,362 100
purchase purchase

100

English Translation of The Annual Report Originally Issued in Chinese

The Company’s principal raw materials including gold potassium cyanide, base material, film, copper sheets, drills, milling cutters, dry film and chemicals. Since established, our exposure in the market goes higher, and sales continues to grow under market demand. The cost of raw materials such as copper and gold prices go up which caused the purchasing value continues to rise too.

As to the major raw material supplier, customers require high quality control in Substrate base. Due to long attestation and short life cycles, the major material would not be easily replaced. Therefore, we only use 2 to 3 suppliers as the main supplier. The major suppliers don’t change much respectively in 2018 and 2019.

(E)Production in the Last Two Years

Unit: NT$’000

Unit: NT$’000
Year
Output
Major Products
(or by department)
2018 2019
Capacity Quantity Amount Capacity Quantity Amount
Support plate 9,243,719 8,486,756 25,236,842 9,234,373 7,387,498 20,145,196

(F)Sales in the Last Two Years

Unit: Thousands pcs NT$’000

Unit: ThousandspcsNT$’000 Unit: ThousandspcsNT$’000 Unit: ThousandspcsNT$’000 Unit: ThousandspcsNT$’000
Year
Shipments
& Sales
Major
Products
(or by
departments)
2018 2019

Local
Export Local Export
Quantity Amount Quantity Amount Quantity Amount Quantity Amount
Support plate 1,773,496 4,845,494 6,536,048
12,382,537
1,746,702 4,826,594 5,805,343 11,289,563
Others - 2,686,835
-

3,813,063

-
1,451,663
-
4,759,590
Total - 7,532,329
-

16,195,600

-
6,278,257
-
16,049,153

101

English Translation of The Annual Report Originally Issued in Chinese

  • (3) The number of employees employed for the 2 most recent fiscal years, and during the current fiscal year up to the date of printing of the annual report, their average years of service, average age, and education levels (including the percentage of employees at each level)
Year 2017 2018 Data as of in
2020/03/31
Number of
Employees
Management 298 302 299
R&D/Technician 670 878 887
operating
personnel
4,081 4,004 4,154
Total 5,049 5,184 5,340
Average Age 33 34 34
Average Years of Service 4.6 5.03 4.15
Education Ph.D. 0.06% 0.06% 0.06%
Masters 7.96% 8.29% 7.86%
Bachelor’s Degree 59.97% 59.38% 57.30%
Senior High School
29.39%
29.84% 32.70%
Below Senior High
School

2.62%
2.43% 2.08%

(4) Disbursements for environmental protection

The loss or penalty caused by environmental pollution during the latest year and up to the printing date of this annual report and disclose the current and future estimated amounts and corresponding measures, if it is impossible to reasonably estimate, it should explain the fact that it cannot be reasonably estimated:

Lately, due to high awareness of environmental protection, requirements of environmental quality are growing continuously. Concurrently with the discharge standard of pollutants are gradually improving, we spent hundreds of millions of dollars investment in pollution prevention equipment to make every effort to prevent pollution even though we are only a 19 years old company. As of the date of annual report published, there is no pollution disputes found.

(5) Labor relations

  • (A)Companies of various welfare measures, further education, training, retirement systems and their implementation status, as well as the agreement between labor and employee rights protection measures.

102

English Translation of The Annual Report Originally Issued in Chinese

(a)Benefits and their implementation

  • a. Employee Bonus

  • b.Group Insurance

  • c. Festival Prizes: The Dragon Boat Festival, Mid-Autumn Festival bonus

  • d.Year-End Bonus

  • e. SSA benefits: marriages, births, deaths, serious injuries, disasters, major accidents

  • f. On-the-Job Training

  • g.Employee benefits Committee provides:

    • i) Travelling

    • ii) Club

    • iii) Birthday Voucher

  • (b)Continuing education and training and its implementation status

To enhancing staff quality and job skills, we stipulate “Administrative Measures on Education and Training” in orientation training, and for all employees to implement general training and professional training on schedule to become outstanding professionals and improve the operating performance and effective utilization of human resources.

(c)Situation of Retirement System and Its Implementation

The Company established Retirement Oversight Committee in 2001 under the approval of House of labor of Taoyuan County Government letter of No 126197. Total monthly salaries to be made 2% of the labor pension fund to the Central Trust Bureau Accounts in the same year. Exercising Labor Pension Act on 2005/07/01. After practice, employees can either adopt in “Labor Standards Law” provisions relating to pension or adopt new Act to the pension system and retain the application of the regulations before the length. To those who apply the Act, the employee pension contribution will be made monthly, which shall not be less than 6% of monthly salary.

(d)Agreement between labor and employee rights protection measures

We have always been treasured the spirit of labor integration, coexistence and common prosperity dealing with the labor relations. We take preciously of employee comments and employees’ comments are welcomed at any time through the Company’s formal and informal channels of communication to reflect their problems of life and work. Through the opportunities for two-

103

English Translation of The Annual Report Originally Issued in Chinese

way communication between the Company and employees, we can have greater mutual understanding and awareness to build consensus and success in the long run.

a. Labor Coordination Meeting

Labor coordination meetings held on a regular basis, pushed by the employers represented, promoted mainly focus on the Company’s system of communication with employees on the Company’s orders, work environment, safety and health issues for two-way communication. The communication through this consultation between employers and business owner enhances not only the mutual trust but also the mutual understanding.

b.Employee benefit Committee

Members of the Employee benefit Committee are elected by employees directly and openly who are good at communication. At the Welfare Committee meeting, both employers and employees can reach adequate communication to the Company’s various welfare measures.

  • (B)Losses due to labor disputes, and current and future estimated amount of responses may occur as of the date of annual report published:

The Company’s labor agreements are entered into based on the Labor Standards Law. Humanization is applied in operational management. There was no loss caused by labor disputes.

  • (6) Important contracts: None

104

English Translation of The Annual Report Originally Issued in Chinese

6. An Overview of the Company’s Financial Status

  • (1) Condensed balance sheets and statements of comprehensive income for the past 5 fiscal years

  • (A) Brief Balance Sheet and Statements of Comprehensive Income

a. Brief Consolidated Balance Sheets

Unit: NT$’000 Unit: NT$’000
Year
Item

2015
2016 2017 2018 2019
Current Assets 23,471,368 21,615,555 18,774,402 19,294,569 19,340,507
Property, Plant & Equipment 16,150,904 16,578,663 19,151,653 19,737,268 19,675,900
Intangible Assets 30,280 18,820 22,850 14,529 30,753
Other Assets 2,986,180 3,040,677 4,328,572 3,577,588 2,656,185
Total Assets 42,638,732 41,253,715 42,277,477 42,623,954 41,703,345
Current
liabilities
Before
Appropriation
10,318,448 8,639,797 10,537,887 10,199,199 10,841,218

After
Appropriation
11,877,523 9,976,147 11,206,887 10,875,460 (Note 2)
Non-Current Liabilities 1,492,483 1,599,149 1,824,592 2,676,233 2,024,427
Total
liabilities
Before
Appropriation
11,810,931 10,238,946 12,362,479 12,875,432 12,865,645

After
Appropriation
13,370,006 11,575,296 13,031,479 13,551,693 (Note 2)
Equity Attributable to
Shareholders of the
Parent
28,391,136 28,869,710 27,998,561 27,782,150 25,567,021
Capital 4,460,000 4,460,000 4,460,000 4,508,410 4,510,738
Capital Surplus 5,939,819 5,939,819 5,956,519 6,140,942 6,637,742
Retained
earnings

Before
Appropriation
17,829,718 18,503,389 17,659,719 17,336,892 14,630,869
After
Appropriation
16,270,643 17,167,039 16,990,719 16,660,631 (Note 2)
Other Components of Equity
194,484
(613) (77,677) (203,356) (211,996)
TreasuryStock (32,885) (32,885) - (738) (332)
Non-controllingInterests 2,436,665 2,145,059 1,916,437 1,966,372 3,270,679
Total
Equity
Before
Appropriation
30,827,801 31,014,769 29,914,998 29,748,522 28,837,700
After
appropriation
29,268,726 29,678,419 29,245,998 29,072,261 (Note 2)

Note 1: These statements were prepared under IFRS and audited.

Note 2: Earning appropriation of 2019 has not been approved by the shareholders.

105

English Translation of The Annual Report Originally Issued in Chinese

b. Brief Parent-Company-Only Balance Sheet

Unit: NT$’000 Unit: NT$’000
Year
Item

2015
2016 2017 2018 2019
Current Assets 19,685,035 17,625,515 14,701,917 15,265,686 15,054,223
Property, Plant &
Equipment
10,309,220 11,947,782 14,406,084 14,898,668 14,264,988
Intangible Assets 9,869 5,208 12,796 4,777 20,987
Other Assets 6,075,014 5,924,904 7,014,909 6,007,534 5,446,034
Total Assets 36,079,138 35,503,409 36,135,706 36,176,665 34,786,232
Current
Assets
Before
Appropriation

7,325,160
5,811,639 6,742,712 6,370,348 7,304,850
After
Appropriation

8,884,235
7,147,989 7,411,712 7,046,609 (Note 2)
Non-Current Liabilities 362,842 822,060 1,394,433 2,024,167 1,914,361
Total
Liabilities
Before
Appropriation

7,688,002
6,633,699 8,137,145 8,394,515 9,219,211

After
Appropriation

9,247,077
7,970,049 8,806,145 9,070,776 (Note 2)
Capital 4,460,000 4,460,000 4,460,000 4,508,410 4,510,738
Capital Surplus 5,939,819 5,939,819 5,956,519 6,140,942 6,637,742
Retained
Earning
Before
Appropriation

17,829,718
18,503,389 17,659,719 17,336,892 14,630,869
After
Appropriation

16,270,643
17,167,039 16,990,719 16,660,631 (Note 2)
Other Components of Equity
194,484
(613) (77,677) (203,356) (211,996)
Treasury Stock (32,885) (32,885) - (738)
(332)
Total
Equity
Before
Appropriation

28,391,136
28,869,710 27,998,561 27,782,150 25,567,021
After
Appropriation

26,832,061
27,533,360 27,329,561 27,105,889 (Note 2)

Note 1: These statements were prepared under IFRS and audited.

Note 2: Earning appropriation of 2019 has not been approved by the shareholders.

106

English Translation of The Annual Report Originally Issued in Chinese

c. Brief Consolidated Statements of Comprehensive Income

Unit: NT$’000

Year
Item

2015
2016 2017 2018 2019
Operating Revenues 23,061,311 23,165,066 22,335,486 23,727,929 22,327,410
Gross Profit 5,961,602 5,750,545 4,162,724 5,386,502 2,760,739
Operating Income 3,063,724 2,589,772 399,225
791,650
(1,650,225)
Non-Operating Income
& Expense

141,524
(20,314) 129,898
(81,128)
(196,033)
Income Before Income
Tax

3,205,248
2,569,458 529,123
710,522
(1,846,258)
Net income 2,729,526 2,073,028 335,322 411,040 (1,947,268)
Other Comprehensive
Income
(137,614) (326,985) (110,417) (37,638) (108,071)
Total Comprehensive
Income
2,591,912 1,746,043 224,905
373,402
(2,055,339)
Net income (loss)
Attributable to
Shareholders of the
Parent
2,903,952 2,233,705 491,676
349,485
(2,025,332)
Net income (loss)
Attributable to Non-
Controlling Interests
(174,426) (160,677) (156,354) 61,555
78,064
Comprehensive
Income Attributable to
Shareholders of the
Parent
2,810,012 2,037,649 415,616
323,467
(2,113,080)
Comprehensive
Income Attributable to
Non-Controlling
Interests
(218,100) (291,606) (190,711) 49,935
57,741
Earnings Per Share (in
NT$)
6.51 5.01 1.10
0.78

(4.52)

Note: These statements were prepared under IFRS and audited.

107

English Translation of The Annual Report Originally Issued in Chinese

d. Brief Parent-Company-Only Statements of Comprehensive Income

Unit: NT$’000


2015
2016 2017 2018 2019
17,827,251 17,931,850 16,286,034 17,228,031 16,116,157
5,313,503 4,709,722 3,077,973 3,615,434 1,106,605
3,509,636 2,691,712 499,936
346,545
(1,917,952)
(162,134) (63,780) 117,192
75,923
(107,729)
3,347,502 2,627,932 617,128
422,468
(2,025,681)
2,903,952 2,233,705 415,616
349,485
(2,025,332)
(93,940) (196,056) (76,060) (26,018) (87,748)
2,810,012 2,037,649 415,616
323,467
(2,113,080)
6.51 5.01 1.10
0.78

(4.52)

Note: These statements were prepared under IFRS and audited.

(C) Certified Accountants’ Names in Past Five Years

Year Name of Accountant
Firm
Opinion Reason for Changing
2015 Huang, Yi Hui
Zhang,Zhi Ming
Ernst & Young Unmodified None
2016 Huang, Yi Hui
Zhang, Zhi Ming
Ernst & Young Unmodified with on
explanatory paragraph
None
2017 Huang, Yi Hui
Zhang, Zhi Ming
Ernst & Young Unmodified with on
explanatory paragraph
None
2018 Hong, Mao-Yi
Huang, Yi Hui
Ernst & Young Unmodified with on
explanatory paragraph
Due to rotation rule
2019 Hong, Mao-Yi
Cheng, Ching-Piao
Ernst & Young Unmodified with on
explanatory paragraph
Due to rotation rule

108

English Translation of The Annual Report Originally Issued in Chinese

(2) Financial analyses for the past 5 fiscal years

(A) Consolidated

In NT$’000

In NT$’000
Analysis Items Year (Note 1)
(Note 2)

2015
2016 2017 2018 2019
Capital
Structure
Analysis(%)
Debt Ratio 27.70 24.82 29.24 30.21 30.85
Long Term Funds to Fixed Assets
172.30
173.19 143.22 146.05 145.17
Liquidity
Analysis
(%)
Current Ratio 227.47 250.19 178.16 189.18 178.40
Quick Ratio 203.78 222.49 155.50 155.57 154.38
Interest Coverage 57.26 37.03 7.69 6.86 (11.84)
Operation
Performance
Analysis
Average Collection Turnover
(times)
6.20 6.14 6.06 6.25 5.87
Average Collection Days 59 59 60 58 62
InventoryTurnover(times) 6.38 6.45 6.35 5.10 5.34
Average Payable Turnover(times) 8.38 8.21 7.63 7.57 8.63
Average InventoryTurnover Days 57 57 57 72 68
Fixed Assets Turnover(times) 1.28 1.23 1.09 1.07 1.03
Total Assets Turnover(times) 0.55 0.55 0.53 0.56 0.53
Return On
Investment
Analysis
Return on Total Assets(%) 6.63 5.08 0.96 1.20 (4.35)
Return on equity (%) 8.97 6.70 1.10 1.38 (6.65)
Income to
Capital (%)
Return on equity 68.69 58.07 17.56 17.56 (36.58)
Pre-Tax Income 71.87 57.61 15.76 15.76 (40.93)
Net Income to Sales 11.84 8.95 1.50 1.73 (8.72)
Earnings Per Share(NT$) 6.51 5.01 1.10 0.78 (4.52)
Cash Flow Cash Flow Ratio(%) 67.24 66.58 56.96 40.22 28.61
Cash Flow AdequacyRatio(%) 108.92 113.68 102.48 91.28 80.08
Cash Flow Re-Investment Ratio 11.03 8.73 9.33 6.28 4.32
Leverage Operation Leverage 2.84 3.02 14.12 8.15 (2.91)
Financial Leverage 1.02 1.03 1.25 1.18 0.92
Please explain why financial ratio has changed up to 20 % in the most recent two years.
Due to net loss in 2019, interest Coverage, return on assets, return on equity, operating profit to paid-in
capital ratio, net profit before tax to paid-in capital ratio, net profit ratio, earnings per share, cash flow
ratio,cash flow reinvestment ratio,operatingleverage and financial leverage changed bymore than 20%.
Note 1: The above ratios are calculated based on the audited FS.
Note 2: Calculation formula will be stated below.

109

English Translation of The Annual Report Originally Issued in Chinese

(B) Company-Only

Item (Note 2) Item (Note 2) Year (Note1) Year (Note1)
2015
2016 2017 2018 2019
Capital
Structure
Analysis(%)
Debt Ratio 21.31 18.68 22.52 23.20 26.50
Long Term Funds to Fixed Assets 225.32 210.86 171.24 176.67 177.21
Liquidity
Analysis
(%)
Current Ratio 268.73 303.28 218.04 239.64 206.09
Quick Ratio 249.17 279.32 196.25 207.51 184.96
Interest Coverage 157.72 95.61 16.79 7.56 (25.35)
Operation
Performance
Analysis
Average Collection Turnover (times) 6.52 6.41 6.50 6.61 5.83
Average Collection Days 56 57 56 55 63
Inventory Turnover (times) 7.73 8.60 7.58 5.97 6.72
Average Payable Turnover (times) 9.13 9.26 9.10 8.75 9.85
Average Inventory Turnover Days 47 42 48 61 54
Fixed Assets Turnover (times) 1.54 1.34 1.04 1.01 1.00
Total Assets Turnover (times) 0.51 0.50 0.45 0.48 0.45
Return on
Investment
Analysis
Return on Total Assets (%) 8.31 6.31 1.46 1.11 (5.53)
Return on Equity (%) 10.41 7.80 1.73 1.25 (7.59)
Income to
Capital (%)
Operating Income 78.69 60.35 11.21 7.69 (42.52)
Pre-Tax Income 75.06 58.92 13.84 9.37 (44.91)
Net Income to Sales (%) 16.29 12.46 3.02 2.03 (12.57)
Earnings Per Share (NT$) 6.51 5.01 1.10 0.78 (4.52)
Cash Flow Cash Flow Ratio (%) 83.58 87.42 69.66 41.88 23.22
Cash Flow Adequacy Ratio (%) 126.83 119.52 103.25 91.10 78.56
Cash Flow Re-Investment Ratio 11.84 9.26 8.46 4.64 2.35
Leverage Operation Leverage 1.64 1.96 6.30 9.59 (0.85)
Financial Leverage 1.01 1.01 1.08 1.23 0.96
Please explain why financial ratio has changed up to 20 % in the most recent two years.
Due to net loss in 2019, interest Coverage, return on assets, return on equity, operating profit to paid-
in capital ratio, net profit before tax to paid-in capital ratio, net profit ratio, earnings per share, cash
flow ratio, cash flow reinvestment ratio, operating leverage and financial leverage changed by more
than 20%.

Note 1: The above ratios are calculated based on the audited FS.

Note 2: Calculation formula will be stated below.

110

English Translation of The Annual Report Originally Issued in Chinese

  • a. Capital Structure Analysis

  • (a)Debt Ratio= Total Liabilities/ Total Assets

  • (b) Long Term Funds to Fixed Assets= (Total Equity + non-current liabilities)/ Net value of fixed capital

liquidity

  • (a) Current Ratio= Current Assets/ Current Liabilities

  • (b) Quick Ratio= (Current Assets-Inventory-Prepaid Expense)/ Current Liabilities

  • (c) Interest Coverage=Net Profit before Income Tax and Interest Expense/ Interest Expense

  • c. Operation Performance Analysis

  • (a) Account Receivable (including account receivable and note receivable that derived from operation activities)

  • Turnover Rate= Next Sales/ Average Account Receivable (including account receivable and note receivable that derived from operation activities) remaining amount.

  • (b) Average Collection Days= 365/ Account Receivable Turnover Ratio

  • (c) Inventory Turnover= Cost of Sales/ Average Inventory

  • (d) Account Payable (including account payable and note payable result from business operation) Turnover rate= Cost of Sales/ Average Account Payable (including account payable and note payable that derived from operation activities) remaining amount.

  • (e) Average Inventory Turnover Days= 365/ Inventory Turnover

  • (f) Fixed Assets (Land, Equipment Turnover) = Net Sales/ Average Fixed Assets.

  • (g) Total Assets Turnover= Net Sales/ Average Total Assets

  • d. Return on Investment

  • (a) Return on Total Assets= Profit(Loss) after tax + Interest Expense× (1- Interest Rate )〕 /Average Total Assets.

  • (b) Return on Equity= Profit (Loss) after tax/Average Total Equity

  • (c) Net Income to Sales= Profit (Loss) after tax/ Net Sales

  • (d) Earning per Share= (attributed to parents profit (loss)-Preferred dividend)/weight average stock share issue. (Note 4)

e. Cash Flow

  • (a) Cash Flow Ratio=Operation Activities Cash Flow/Current Liabilities

  • (b) Cash Flow Adequacy Ratio (%) =Last five years Operation Activities Cash Flow/last five annual years (Cash Expenditure + Increase in Inventory+ Cash Dividends)

  • (c) Cash Flow Re-investment Ratio= (Operation Activities Cash Flow-Cash Dividends)/ (Gross Fixed Assets + Long Term Investment + Other Non-Current Assets + Operation Capital) (Note 5)

  • f. Leverage

  • (a) Operation Leverage = (Net Operating Income-Variable Cost and Expense)/ Operating Income (Note 6)

  • (b) Financial Leverage = Operating Income / (Operating Income- Interest Expense)

111

English Translation of The Annual Report Originally Issued in Chinese

  • (3) Audit committee’s report on the financial statements for the most recent year.

KINSUS INTERCONNECT TECHNOLOGY CORP.

EXAMINATION REPORT APPROVED BY THE AUDIT COMMITTEE

The Board of Directors has prepared and submitted the Company’s Business Operation Report, Parent-Company-Only Financial Statements, Consolidated Financial Statements and Profit Appropriation Proposal for the period from January 1[st] to December 31[st] , 2019. The ParentCompany-Only Financial Statements and Consolidated Financial Statements have been audited by Ernst & Young and accompanied with the auditors’ reports. These reports mentioned above have been examined by the audit committee and hereby reported in accordance with the requirements of Securities and Exchange Act Article 14- 4 and Company Act Article 219.

Please kindly review and approve it.

KINSUS INTERCONNECT TECHNOLOGY CORP.

Audit Committee Convener: Chung-Pao Huang

  • (4) For financial statement for the most recent fiscal year please refers to page 232 to 344.

  • (5) For a parent-company-only financial statement for the most recent fiscal year, certified by a CPA please refer to page 126 to 231.

  • (6) If the Company or its affiliates have experienced financial difficulties in the most recent fiscal year or during the current fiscal year up to the date of printing of the annual report, the annual report shall explain how said difficulties will affect the Company’s financial situation: None.

112

English Translation of The Annual Report Originally Issued in Chinese

7. A Review and Analysis of the Company’s Financial Position and Financial Performance and a Listing of Risks

(1) Financial position

Financial Status Review and Analysis Chart

Unit: NT$’000 Unit: NT$’000 Unit: NT$’000
Year
Item

2019
2018 Differences Note
Amount %
Current Assets
Property, Plant and
Equipment
Prepayment for Equip.
Other Assets
Total Assets
Current Liabilities
Non-Current Liabilities
Total Liabilities
Capital
Capital Surplus
Retained Earning
Other Shareholder Equity
Total Shareholder Equity
19,340,507
19,675,900
1,583,966
1,102,972
41,703,345
10,841,218
2,024,427
12,865,645
4,510,738
6,637,742
14,630,869
3,058,351
28,837,700
19,294,569
19,737,268
2,463,548
1,128,569
42,623,954
10,199,199
2,676,233
12,875,432
4,508,410
6,140,942
17,336,892

1,762,278
29,748,522
45,938 0.24
Note 1



Note 2




Note 3
(61,368) (0.31)
(879,582) (35.70)
(25,597) (2.27)
(920,609) (2.16)
642,019 6.29
(651,806) (24.36)
(9,787) (0.08)
2,328
0.05
496,800
8.09
(2,706,023) (15.61)

1,296,073

73.55
(910,822) (3.06)
Analysis on ratio changes:
Note 1: Due to decreases in capital contribution.
Note 2: Due to decreases in long-term loan.
Note 2: Due to increases in non-controlling interest.

113

English Translation of The Annual Report Originally Issued in Chinese

(2) Financial performance

Financial Performance Comparison Analysis

Unit: NT$’000

Year
Item
2019 2018 plus(minus)
Amount
plus (minus)
Variation
ratio (%)
Note
Operating Revenues
Cost Of Goods Sold
Gross Profit
Operating Expenses
Operating Income
Other Non-Operate Inc. and exp.
Pre-Tax Income
Income Tax Expense
Net Income
Other comprehensive income (loss)
Total comprehensive income
22,327,410
19,566,671
23,727,929
18,341,427
(1,400,519)

1,225,244
(5.90)

6.68
(48.75)
(4.00)
(308.45)
141.63
(359.85)
(66.27)
(573.74)
187.13
(650.44)


Note 1

Note 2
Note 3
Note 4
Note 5
Note 6
Note 7
Note 8
2,760,739
5,386,502

(2,625,763)
4,410,964
4,594,852

(183,888)
(1,650,225) 791,650
(2,441,875)
(196,033) (81,128)
(114,905)
(1,846,258) 710,522
(2,556,780)
101,010
299,482

(198,472)
(1,947,268) 411,040
(2,358,308)
(108,071) (37,638) (70,433)
(2,055,339) 373,402 (2,428,741)
Analysis on ratio changes:
Note 1,2,4,5,7,8: Revenue was unable to increase in proportion to the increase of cost and expenses
because the new factory has not reached economy scale yet.
Note 3: Due to share of the profit or loss of associates and joint ventures.
Note 7: Due to the translation adjustments from currency exchange differences of foreign
operational institutes/investees.
Expected sales and its basis, possible impact on the company's future financial business and the
corresponding plan:
Several foreign-funded and international research advisory agencies predict that global economic
growth will recovery in 2020 compared to 2019. The products with more obvious growth trends
include 5G base station related chips and AI related Massive connection and Ultra-low latency.
Furthermore, Power management, Fingerprint identification, Image sensor ChipCISand Driver
IC are growing with more certain 5G peripheral applications. The Company will continue to invest
in research and development resources, expand the production capacity of the board and adjust the
capacityallocation of eachplant to achieve the 2020 annual operationplan.

Several foreign-funded and international research advisory agencies predict that global economic growth will recovery in 2020 compared to 2019. The products with more obvious growth trends include 5G base station related chips and AI related Massive connection and Ultra-low latency. Furthermore, Power management, Fingerprint identification, Image sensor Chip CIS and Driver IC are growing with more certain 5G peripheral applications. The Company will continue to invest in research and development resources, expand the production capacity of the board and adjust the capacity allocation of each plant to achieve the 2020 annual operation plan.

114

English Translation of The Annual Report Originally Issued in Chinese

(3) Cash flow: Cash Flow Analysis for the Coming Year

Unit: NT$’000

Unit: NT$’000 Unit: NT$’000
Beginning
cash balance
Cash flow
expecting
from whole
year operation
activities
Estimate whole
year cash outflow
amount

Estimate
available cash
balance
(insufficient)
amount
+-
Remedies for Insufficient cash
Investment
Plan
Financial
Management
Plan
$9,779,720
$18,555,497

$(17,767,502)

$10,567,715

-
-
a. Cash flows variation analysis:
The expected cash balance will be NT$10,567,715 thousand because of the continuing
operational cash flows and the expected significant cash flows from investing and financing
activities.
b. Estimate cash insufficient remedies and liquidityanalysis: no cash liquidityconcerns.
  • The expected cash balance will be NT$10,567,715 thousand because of the continuing operational cash flows and the expected significant cash flows from investing and financing activities.

  • (4) The effect upon financial operations of any major capital expenditures during the most recent fiscal year:

Our company has established a new production facility in Shin-Feng for business operation expansion. This facility will be the production base for high end products in the coming years.

  • (5) The Company’s reinvestment policy for the most recent fiscal year, the main reasons for the profits/losses generated thereby, the plan for improving re-investment profitability, and investment plans for the coming year:

The Company’s main investments are all long-term strategic investments. In year 2019, the parent company annual investment loss was NT$207,484 thousand, decreased from NT$75,815 thousand in 2018. For certain investee companies, the scale economy of investments was not yet reached and their short-term profitability needs to be improved. The Company’s board has authority to refine the investment organization, if deemed necessary, to sustain the long-term investment strategy and to continuously generate the value for the Company to a maximum extent.

115

English Translation of The Annual Report Originally Issued in Chinese

  • (6) The matters that the risks section shall analyze and assess during the most recent fiscal year and as they stood on the date of printing of the annual report

  • (A) Impacts on Company’s Income and Future Counter Measures for Interest rate, Exchange rate Fluctuation and Inflation. Our company’s 2019 interest rate and exchange gain or loss is list as below:

Unit: NT$’000 Unit: NT$’000
Year
Item

2019
Net Exchange Gain(loss) (17,576)
Net Sales 22,327,410
Income before Tax (1,846,258)
Net Exchange Gain(loss) (0.08%)
Net Exhange Gain(Loss)to Net Pre-Tax Profit Ratio 0.95%
Interest Revenue 60,887
Interest Revenue to Net Sales Income 0.27%
Interest Income to Pre-Tax Net Profit Ratio -3.30%
Interest Expense 143,736
Interest Expense to Net Sales Interest Ratio 0.64%
Interest Expense to Net Pre-Tax Profit Ratio -7.79%
Interest Income(Expense)to Net Pre-Tax Profit Ratio 4.49%

Sources: financial reports certified by CPA.

a. Impacts on Interest Rate Fluctuation

Our company always has been in a financial health status. We have assigned financial specialty personnel to cooperate with banks closely and obtain preferred mid to long term fund for our automatic equipment. Recently, annual interests gain (loss) only was accounted for 4.49% of our company’s pre-tax profit. Thus, interest fluctuation doesn’t impose serious effects on our company.

b. Impacts of Exchange Rate Fluctuation

  • (a)We use US dollars as main quotation currency for exporting business. Our long term borrowing and major importing items are also denominated in US dollars currency. For these reasons, impact of exchange rate change between the New Taiwan Dollar (NTD) vs. US. Dollars (USD) is minimal to our company. In 2019, annual foreign exchange gain (loss) was only accounted for -0.08% of net sales.

  • (b)Counter-Measures for Exchange Rate Fluctuation

116

English Translation of The Annual Report Originally Issued in Chinese

  • i. The Company opens foreign currency accounts in banks for collecting the money from sales. To exchange USD into NTD will be depending on the actual capital needs or the fluctuation of exchange rate. Payment for importing raw materials depends on the exchange rate. We can choose to use foreign currency acquired from exporting or to buy foreign currency in advance to reduce the effect of exchange rate fluctuation.

  • ii. We try to use USD as major currency when importing raw materials or machinery. Also, we balance thee ratio of USD assets vs. liabilities for reducing the impact resulted from exchange rate fluctuation.

(c)Impacts of Inflation

We keep close look on market price fluctuation and maintain good interaction with suppliers and clients. Thus, in 2019, there is no serious incident caused by inflation.

  • (B) Reasons for company policy, gain or loss and future counter measures for engaging in high risk, highly leveraged investments, loans to others, endorsement and financial derivatives.

Latest years our company has not engaged in high risk, highly leveraged investments, loans to others and endorsement. Please refer to this report page 222 and 344. Moreover, our company established rules to regulate financial derivatives transaction and loan with others, endorsement risk management. For these reasons, those activities will not induce serious impacts on our company.

(C) Future R&D plans and Fund Estimated to Invest

Our company benefit from expertise in R&D and production experiences that accumulated for many years which allows us to meet product safety and diversity by launching “Modularized Product Design” production method to promote R&D capabilities, speed up new product development to satisfy variety product specifications that requested by different customers.

In the latest years, we have purchased new machines and equipment to reach the best production practice and to rejuvenate current products. We expect to invest about NT$1,396,984 thousand in R&D related field in 2020.

  • (D) Changes in domestic and foreign policy and legal impact on the Company’s financial operations and counter measures

Lately, our company’s financial operations haven’t affected by critical policy or legal changes in domestic and oversea because our main target market is in domestic, legal and critical policies are relatively stable also there is no military or political risks in the short term in the

117

English Translation of The Annual Report Originally Issued in Chinese

domestic. Conclude above reasons, we estimate our company will not suffer from negative effects due to major policy and legal changes in domestic and oversea.

  • (E) Influence and Counter-Measures for Technology and Industry Shift Company’s Financial Operation

We pay attention on technology shifting in the industry and assigned specialist to evaluate and research certain changes might influence company’s financial operation and found its countermeasures. In addition, with the development of science and technology, the company's security risks are increasing. In response to this change, the company conducts information security control, including physical security, system security, and electronic document preservation. In recent years, there is no critical technology shifting that will impose threat on company’s financial operation.

  • (F) Crisis Management and Counter Measures Result from Company’s Image Change Impact.

Our company’s image is always being good; in the recent years there is no significant incidents that would require corporation crisis management.

  • (G) Expected income from merger and potential risk counter-measures: Not Applicable.

  • (H) Expected income from production facilities expansion and potential risk counter-measures: please refer to this report section “7” point (4).

  • (I) Potential risk and counter-measures derived from buying and selling products:

The major raw materials that our company purchased are potassium gold, substrate, transparent film, copper sheet and chemical substances. Once those materials were approved, changing materials is less likely. Thus, we only maintain 2~3 suppliers. Meanwhile, we keep good cooperation with other supplies to spread risk. Besides, for one of our key product- IC BGA substrate, mostly we sell it to leading IC design companies in domestic and oversea. Their applications rages are broad and therefore we are free from centralized sales risk.

  • (J) Risk counter-measures for directors, supervisors, shareholders own more ten percent of company’s shares, bulk share transfer or redemption: Our company’s directors and shareholders owning more than 10% of company’s share do not engage bulk share transfer.

  • (K) The impact of the change on the Company's right to operate, risks and counter-measures: None

  • (L) Litigation or non-litigation case, should list the Company and its directors, supervisors, general manager, the sustainable person in charge of, shareholders own more than ten percent

118

English Translation of The Annual Report Originally Issued in Chinese

of company’s shares and the Company has the judgment or the slave system is still in the case of significant litigation non-litigation or administrative contentious event, the results could affect shareholders' equity or securities, should disclose its disputed fact, the subject of money, lawsuits start date, the major parties and deal with the case of the suit before the published this annual report: None.

  • (M) Other Risk and Counter-Measure: None.

  • (7) Other important matters: None

119

English Translation of The Annual Report Originally Issued in Chinese

8. Other Items Deserving Special Mention

(1) Information related to the Company's affiliates

  • (A)Associates Consolidated Business Operation Report:

  • a. As of December 31, 2019, our company organization chart as shown below:

==> picture [527 x 599] intentionally omitted <==

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

PIOTEK COMPUTER PIOTEK (H.K.)
(SUZHOU) CO., LTD. TRADING LIMITED
Share Holding
Share Holding
Share Holding 100% 100%
100%
PIOTEK HOLDINGS LIMITED
KINSUS CORP. (USA)
Share Holding
Share Holding
100%
51%
PIOTEK HOLDINGS LTD.
(CAYMAN)
KINSUS KINSUS
KINSUS
KINSUS HOLDING
INTERCONNECT HOLDING
INTERCONNECT
TECHNOLOGY Share (SAMOA) LIMITED (CAYMAN) Share TECHNOLOGY
Holding LIMITED
Share Holding100% Holding SUZHOU CORP.
100%
100%
KINSUS INVESTMENT
CO., LTD. Share Holding 100%
Share
Share Holding
Holding
XIANG-SHOU (SUZHOU)
30.33%
100%
TRADING LIMITED
PEGAVISION PEGAVISION
JAPAN INC. CORPORATION
Share
Share Holding
Holding
100%
100%
PEGAVISION HOLDINGS
CORPORATION
Share Holding
100%
Share Holding
GEMVISION TECHNOLOGY
PEGAVISION CONTACT LENSES
100%
(ZHEJIANG) LIMITED
(SHANGHAI) CORPORATION
----- End of picture text -----

120

English Translation of The Annual Report Originally Issued in Chinese

b.The name, incorporation date, address, paid-in capital, and main business items of each affiliate:

Company Name Date of
establishment
address Paid-up capital
(NT$ thousand)
Main businesses
KINSUS INTERCONNECT
TECHNOLOGY CORP.
2000.09.11 Taoyuan City 4,508,410 Electronic Parts and Components
Manufacturing, Electronic materials wholesale
and retail
KINSUS CORP. (USA) 2000.10.11 CA, U.S.A. 14,990 Designing substrates, formulating marketing
strategy analysis, developing new customers,
researching and development new product
technology
KINSUS HOLDING (SAMOA)
LIMITED
2006.12.04 Samoa 4,985,944 Investing activities
KINSUS INVESTMENT CO., LTD. 2009.08.12 Taoyuan City 1,600,000 Investingactivities
PEGAVISION CORPORATION 2009.08.26 Taoyuan City 700,000 Manufacturingmedical equipment
KINSUS HOLDING (CAYMAN)
LIMITED
2006.12.06 Cayman Islands 2,158,560 Investing activities
PIOTEK HOLDINGS LTD.(CAYMAN) 2009.12.16 Cayman Islands 5,628,895 Investingactivities
PIOTEK HOLDINGS LIMITED 1999.08.13 British Virgin Islands
4,192,433
Investingactivities
PIOTEK(HK)TRADING LIMITED 2009.12.12 HongKong 779 Tradingactivities
PEGAVISION HOLDINGS
CORPORATION
2011.11.28 Samoa 108,827 Investing activities
PEGAVISION JAPAN INC. 2015.05.15 Japan 2,732 Sellingmedical equipment
KINSUS INTERCONNECT
TECHNOLOGY SUZHOU CORP.
2007.04.09 China, Suzhou 2,098,600 Manufacturing and selling printed circuit board
(PCB) (not high-densityfine-line)
PIOTEK COMPUTER (SUZHOU) CO.,
LTD.
2000.02.17 China, Suzhou 4,997,666 Researching, developing, producing and selling
electronic components, PCBs and related
products andprovidingafter-sale services
PEGAVISION CONTACT LENSES
(SHANGHAI)CORPORATION
2012.11.27 China, Shanghai 112,599 Selling medical equipment
XIANG-SHOU (SUZHOU) TRADING
LIMITED
2013.05.02 China, Suzhou 59,960 Manufacturing and selling printed circuit board
(PCB) (not high-density fine-line)
GEMVISION TECHNOLOGY
(ZHEJIANG) LIMITED
2019.01.29 China, Zhejiang 43,886 Selling medical equipment
  • c. For companies presumed to have a relationship of control and subordination under Article 369-3 of the Company Act: None.

  • d.The industries covered by the business operated by the affiliates overall: Please refer to the table on above.

121

English Translation of The Annual Report Originally Issued in Chinese

e. The names of the directors, supervisors, and general manager of each affiliate and the details of their shareholding or capital contribution in such affiliate:

Measurement date: Dec.31,2019

Company Name Title Name or Representative person Shares Held Shares Held
# of Shares Shareholding
Percentage
KINSUS INTERCONNECT
TECHNOLOGY CORP.
Director Guo, Ming-Dong 1,069,795
0.24%
Director
(Honorary Chairman)
Tong, Zi-Xian 200,000
0.04%
Director Chen, Ho-Shu 361,002
0.08%
Director Hua Yu Investment Co., Ltd.
(Representative: Wu, Xiang-Xiang)
55,556,221
12.32%
Director Hua Xu Investment Co., Ltd.
(Representative: Su, Yan-Xue)
58,233,091
12.91%
Director Cheng, Chung-Jen
Independent Director Chen, Jin-Cai
Independent Director Wu, Hui-Huang
Independent Director Hwang, Chung-Pao
PIOTEK HOLDINGS LTD.(CAYMAN) Director Kinsus Holding (SAMOA) Limited
(Representative: Guo, Ming-Dong)
95,755,000
51%
PIOTEK HOLDINGS LIMITED Director Piotek Holdings Ltd (Cayman)
(Representative: Guo, Ming-Dong)
139,840,790
100%
PIOTEK (HK) TRADING LIMITED Director Piotek Holdings Ltd.
(Representative: Guo, Ming-Dong)
200,000
100%
PIOTEK COMPUTER (SUZHOU) CO.,
LTD.
Legal representative and
General manager
Piotek Holdings Limited
(Representative: Mu, Xian Jue)
100%
Supervisors Piotek Holdings Limited
(Representative: Chen, Ji-Liang)
KINSUS CORPORATION (USA) Chairman KINSUS INTERCONNECT
TECHNOLOGY CORP.
(Representative: Guo, Ming-Dong)
500,000
100%
Director Tong, Zi-Xian
Director He, Ming-Sen
KINSUS HOLDING (SAMOA)
LIMITED
Chairman KINSUS INTERCONNECT
TECHNOLOGY CORP.
(Representative: Guo, Ming-Dong)
166,308,720
100
KINSUS HOLDING (CAYMAN)
LIMITED
Chairman KINSUS HOLDING (SAMOA)
LIMITED
72,000,000
100

122

English Translation of The Annual Report Originally Issued in Chinese

(Representative: Guo, Ming-Dong)
KINSUS INTERCONNECT
TECHNOLOGY SUZHOU CORP.
Legal representative and
General manager
KINSUS HOLDING(CAYMAN)
LIMITED
(Representative: Mu,Xian Jue)
100%
Supervisor KINSUS HOLDING (CAYMAN)
LIMITED
(Representative: Liu,Su-Zhen)
XIANG-SHOU (SUZHOU) TRADING
LIMITED
Legal representative and
General manager
KINSUS HOLDING (CAYMAN)
LIMITED
(Representative: Mu,Xian Jue)
100%
Supervisor KINSUS HOLDING (CAYMAN)
LIMITED
(Representative: Liu,Su-Zhen)
KINSUS INVESTMENT CO., LTD. Chairman KINSUS INTERCONNECT
TECHNOLOGY CORP.
(Representative: Tong,Zi-Xian)
160,000,000 100%
Director KINSUS INTERCONNECT
TECHNOLOGY CORP.
(Representative: Guo, Ming-Dong)
Director KINSUS INTERCONNECT
TECHNOLOGY CORP.
(Representative: Wu,Xiang-Xiang)
Supervisor KINSUS INTERCONNECT
TECHNOLOGY CORP.
(Representative: Shen,Yi-Zhong)
PEGAVISION CORPORATION Chairman Tong,Zi-Xian 645,729
0.92%
Director Guo, Ming-Dong 1,928,868
2,76%
Director and
General manager
KINSUS INVESTMENT CO., LTD.
(Representative: Yang, De-Sheng)
21,233,736
30.33%
Director KINSUS INVESTMENT CO., LTD.
(Representative: Chen, Ho-Shu)
Director Hua Yu Investment Co., Ltd.
(Representative: Hou, Wen-Yong)
5,480,121 7.83%
Director Hua Yu Investment Co., Ltd.
(Representative: Wen, Mu-Rong)
Independent Director Li, Shu-Yu
Independent Director Yao,Ren-Lu
Independent Director Huang,Da-Fu
PEGAVISION HOLDINGS
CORPORATION
Director PEGAVISION CORPORATION
(Representative: Chen,Ji-Liang)
3,630,000
100%

123

English Translation of The Annual Report Originally Issued in Chinese

PEGAVISION CONTACT LENSES
(SHANGHAI) CORPORATION
Director Pegavision Holdings Corporation
(Representative: Wang,Jing-Shiang)
100%
Supervisor Pegavision Holdings Corporation
(Representative: Chen,Ji-Liang)
PEGAVISION JAPAN INC. President PEGAVISION CORPORATION
(Representative: Gao,Song-Ya)
198
100%
GEMVISION TECHNOLOGY
(ZHEJIANG) LIMITED
Director Pegavision Contact Lenses (Shanghai)
Corporation
(Representative: Wang,Jing-Shiang)
100%
Supervisor Pegavision Contact Lenses (Shanghai)
Corporation
(Representative: Luo,Pei Yan)

f. The overview of the operations of affiliates:

Unit: NT$’000

Company Name(Note 2) Capital Total assets Total
liabilities
Net Value Revenue Operating
income
Net income Earnings
per share
KINSUS INTERCONNECT
TECHNOLOGY CORP.
4,510,738 34,786,232 9,219,211 25,567,021 16,116,157 (1,917,952) (2,025,332) (4.52)
KINSUS CORP. (USA) 14,990 53,672 362 53,310 40,782 8,247 6,215 12.43
KINSUS HOLDING (SAMOA)
LIMITED
4,985,944 1,868,801 0 1,868,801 5,100,922 (352,170) (180,094) (1.08)
KINSUS INVESTMENT CO.,
LTD.
1,600,000 2,305,541 5,095 2,300,446 0 (3,276) (33,605) (0.21)
PEGAVISION CORPORATION 700,000 5,213,279 1,159,574 4,053,705 3,096,188 566,316 475,492 7.62
PEGAVISION HOLDINGS
CORPORATION
108,827 99,819 0 99,819 0 (39) (5,280) (1.45)
PEGAVISION CONTACT
LENSES (SHANGHAI)
CORPORATION
112,599 253,854 154,563 99,291 406,881 1,638 (5,231) (Note 1)
KINSUS HOLDING (CAYMAN)
LIMITED
2,158,560 1,403,963 0 1,403,963 2,458,363 75,649 61,459 0.85
PIOTEK HOLDINGS LTD.
(CAYMAN)
5,628,895 911,471 0 911,471 2,680,187 (427,845) (463,221) (2.47)
KINSUS INTERCONNECT
TECHNOLOGY SUZHOU
CORP.
2,098,600 2,209,481 865,261 1,344,220 2,421,919 76,965 61,574 (Note 1)
XIANG-SHOU (SUZHOU)
TRADING LIMITED
59,960 61,093 1,363 59,730 37,490 (1,284) (111) (Note 1)

124

English Translation of The Annual Report Originally Issued in Chinese

PIOTEK HOLDINGS LIMITED 4,192,433 911,490 8 911,482 2,680,187 (427,845) (463,221) (3.31)
PIOTEK (HK) TRADING
LIMITED
779 105,160 25,593 79,567 364,144 4,744 4,497 22.49
PIOTEK COMPUTER (SUZHOU)
CO., LTD.
4,997,666 2,597,184 1,765,370 831,814 2,659,471 (432,510) (467,492) (Note 1)
PEGAVISION JAPAN INC. 2,732 223,593 197,491 26,102 1,397,513 25,324 16,418 82,916.74
GEMVISION TECHNOLOGY
(ZHEJIANG) LIMITED
43,886 202,698 164,764 37,934 133,847 (1,125) (5,261) (Note 1)

Note 1 The companies have no shares available for EPS calculation. Note 2 If the related-party is a foreign company, the relevant figures are converted to NT dollar at the exchange rate at the reporting date.

  • (B)Associates Consolidated Financial Report: please refer to page 232 to 344.

  • (C)Associates Report: Not applicable.

  • (2) The status of the Company carrying out a private placement of securities during the most recent fiscal year or during the current fiscal year up to the date of printing of the annual report. None.

  • (3) Holding or disposal of shares in the Company by the Company’s subsidiaries during the most recent fiscal year or during the current fiscal year up to the date of printing of the annual report: None.

(4) Other matters that require additional description: None.

  • (5) Any of the situations listed in Article 36, paragraph 2, subparagraph 2 of the Securities and Exchange Act, which might materially affect shareholders' equity or the price of the Company’s securities, occurring during the most recent fiscal year or during the current fiscal year up to the date of printing of the annual report: None.

125

English Translation of an Audit Report Originally Issued in Chinese INDEPENDENT AUDITORS’ REPORT

To: the Board of Directors and Shareholders of Kinsus Interconnect Technology Corp.

Opinion

We have audited the accompanying parent-company-only balance sheets of Kinsus Interconnect Technology Corp. (the “Company”) as of December 31, 2019 and 2018, and the related parentcompany-only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent-company-only financial statements, including the summary of significant accounting policies (together referred as “the parent-company-only financial statements”).

In our opinion, based on the results of our audits and the report of other auditors (please refer to the - Other Matter Making Reference to the Audit of a Component Auditor section of our report), the parent-company-only financial statements referred to above present fairly, in all material respects, the parent-company-only financial position of the Company as of December 31, 2019 and 2018, and their parent-company-only financial performance and cash flows for the years then ended, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent-Company-Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditor(s), we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of the most significance in our audit of parent-company-only financial statements for the year ended December 31, 2019.

126

These matters were addressed in the context of our audit of the parent-company-only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Revenue Recognition

We determine that revenue recognition is one of the key audit matters. The Company’s revenue amounting to NT$16,116,157 thousand for the year ended December 31, 2019 is a significant account to the Company’s financial statements. The Company has conducted these sale activities in multimarketplace, including Taiwan, China, USA, etc. Among these locations, the Company has established hub-warehouse for certain foreign customers’ convenience. Furthermore, the timing of fulfilling performance obligation needs to be determined based on varieties of sale terms and conditions enacted in the main sale contracts or sale orders. Our audit procedures therefore include, but not limit to, evaluating the properness of accounting policy for revenue recognition, assessing and testing the effectiveness of relevant internal controls related to revenue recognition sampling-test of details, including obtaining major sale orders or agreements to inspect the terms and conditions, checking the consistency of the fulfillment timing, and performance obligation for revenue recognition from foreign warehouses with sale agreement or orders, performing analytical review procedures on monthly sale revenues, executing sale cut-off tests, etc. We have also evaluated the appropriateness of the related disclosure in Notes 4 and 6 to the parent-company-only financial statements.

Market valuation on Inventory

We determine the market valuation on inventory is one of the key audit matters in considering that the amount of inventory was significant and the assessment of sufficiency of inventory loss requires significant management judgement. The Company’s net inventory amounted to NT$1,419,518 thousand as of December 31, 2019. As the application market of substract, the Company’s main products, is characterized by rapid development in technology and the trend of consumers’ preference, management, in timely considering the status of new products development and the demand from clients, has to evaluate the loss due to market value decline as well as write-down on slow-moving inventories to their net realizable value. Our audit procedures therefore include, but not limit to, evaluating the Company’s policy with respect to assessment the loss from slow-moving inventory and phased-out items, (including identification method, testing the accuracy of inventory aging schedule, analysis on inventory movement), performing observation on the Company’s inventory physical-taking, and inspecting the current status of inventory usage, etc. We also assessed the adequacy of the inventory-related disclosures shown in the Notes 5 and 6 to the parent-company-only financial statements.

127

Other Matter – Making Reference to the Audit of a Component Auditor

We did not audit the financial statements of FuYang Technology Corp., an indirectly invested associate accounted for under the equity method by the Company. The financial statements of FuYang Technology Corp. as of December 31, 2019 and 2018, and for the years then ended were audited by other auditors, whose reports thereon have been furnished to us. Our audit, insofar as it related to the investment in the associate accounted for under the equity method amounting to NT$538,259 thousand and NT$735,275 thousand as of December 31, 2019 and 2018 representing 1.55% and 2.03% of the Company’s total assets, the related shares of income before tax from the associate under the equity method for the year then ended amounting to NT$(192,908) thousand and NT$(99,606) thousand representing 9.52% and (23.58)% of the Company’s income before tax, and the related shares of other comprehensive income from the associate under the equity method for the years then ended amounting to NT$(4,108) thousand and NT$12,346 thousand representing 4.68% and (47.45)% of the other comprehensive income, are based solely on the audit reports of other auditors.

Responsibilities of Management and Those Charged with Governance for the Parent-CompanyOnly Financial Statements

Management is responsible for the preparation and fair presentation of the parent-company-only financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of parent-company-only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent-company-only financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, 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 audit committee, are responsible for overseeing the financial reporting process of the Company.

Auditor’s Responsibilities for the Audit of the Parent-Company-Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent-company-only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s 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 auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can

128

==> picture [486 x 52] intentionally omitted <==

arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parentcompany-only financial statements.

As part of an audit in accordance with 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 parent-company-only 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 internal control of the Company.

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s 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 auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the parent-company-only financial statements, including the accompanying notes, and whether the parent-company-only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

129

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2019 parent-company-only financial statements and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

==> picture [486 x 35] intentionally omitted <==

Hong, Mao-Yi

Cheng, Ching-Piao

Ernst & Young February 10[th] , 2020 Taipei, Taiwan, Republic of China

Notice to Readers

The accompanying parent-company-only financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China on Taiwan and not those of any other jurisdictions. The standards, procedures and practice to audit such financial statements are those generally accepted and applied in the Republic of China on Taiwan.

Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

130

- - English Translation of Parent Company Only Financial Statements Originally Issued in Chinese Kinsus Interconnect Technology Corp.

Parent-Company-Only Balance Sheets As of December 31, 2019 and 2018

(Amounts Expressed in Thousands of New Taiwan Dollars)

==> picture [673 x 424] intentionally omitted <==

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

Assets 2019 2018
Code Accounts Notes Amount % Amount %
Current assets
1100 Cash and cash equivalents 4, 6(1) $8,768,832 25 $8,709,305 24
1110 Financial assets at fair value through profit or loss 4, 6(2) 1,010,888 3 1,005,335 3
1136 Financial assets measured at amortized cost 4, 6(3) 423,057 1 423,057 1
1150 Notes receivable, net 4, 6(4) 4,917 - 241 -
1170 Accounts receivable, net 4, 6(5) 2,702,180 8 2,765,195 8
1180 Accounts receivable - related parties, net 4, 6(5), 7 151 - 1,131 -
1200 Other receivables 309,398 1 232,701 1
1210 Other receivables - related parties 7 241,487 1 31,727 -
1310 Inventories, net 4, 6(6) 1,419,518 4 1,918,295 5
1410 Prepayments 123,899 - 128,195 -
1470 Other current assets 49,896 - 50,504 -
11XX Total current assets 15,054,223 43 15,265,686 42
Non-current assets
1550 Investment accounted for under equity method 4, 6(7) 4,185,728 12 4,021,997 11
1600 Property, plant and equipment, net 4, 6(8), 9 14,264,988 41 14,898,668 41
1780 Intangible assets, net 4, 6(9) 20,987 - 4,777 -
1840 Deferred tax assets 4, 6(26) 9,593 - 9,593 -
1915 Prepayment for equipment 4, 6(8), 9 1,242,953 4 1,972,157 6
1995 Other non-current assets 6(10) 7,760 - 3,787 -
15XX Total non-current assets 19,732,009 57 20,910,979 58
1XXX Total Assets $34,786,232 100 $36,176,665 100
----- End of picture text -----

(The accompanying notes are an integral part of the parent-company-only financial statements.)

131

- - English Translation of Parent Company Only Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp.

Parent-Company-Only Balance Sheets (Continued) As of December 31, 2019 and 2018

(Amounts Expressed in Thousands of New Taiwan Dollars)

==> picture [613 x 473] intentionally omitted <==

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

Liabilities and Equity 2019 2018
Code Accounts Notes Amount % Amount %
Current liabilities
2100 Short-term loans 6(11) $2,767,987 8 $2,136,671 6
2130 Contract liability 4, 6(20) 1,752 - 1,082 -
2150 Notes payable 33,445 - 38,326 -
2170 Accounts payable 1,235,140 4 1,336,203 4
2180 Accounts payable - related parties 7 240,392 2 163,500 1
2200 Other payables 6(12), 7 1,805,716 5 1,947,831 5
2230 Current income tax liabilities 4, 6(26) 134,566 - 140,435 -
2300 Other current liabilities 6(13) 1,078,459 3 594,000 2
2365 Refund liability 6(14) 7,393 - 12,300 -
21XX Total current liabilities 7,304,850 22 6,370,348 18
Non-current liabilities
2540 Long-term loans 6(15) 1,888,053 5 1,998,125 6
2570 Deferred tax liabilities 4, 6(26) 537 - 886 -
2600 Other non-current liabilities 4, 6(16), 6(17) 25,771 - 25,156 -
25XX Total non-current liabilities 1,914,361 5 2,024,167 6
2XXX Total liabilities 9,219,211 27 8,394,515 24
3100 Capital 6(18)
3110 Common stock 4,510,738 13 4,508,410 12
3200 Capital surplus 6(18) 6,637,742 19 6,140,942 17
3300 Retained earnings 6(18)
3310 Legal reserve 3,647,505 11 3,612,556 10
3320 Special reserve 100,384 - 77,677 -
3350 Unappropriated earnings 10,882,980 31 13,646,659 38
3400 Other components of equity (211,996) (1) (203,356) (1)
3500 Treasury Stock 6(18) (332) - (738) -
3XXX Total equity 25,567,021 73 27,782,150 76
Total liabilities and equity $34,786,232 100 $36,176,665 100
----- End of picture text -----

(The accompanying notes are an integral part of the parent-company-only financial statements.)

132

- - English Translation of Parent Company Only Financial Statements Originally Issued in Chinese Kinsus Interconnect Technology Corp.

Parent-Company-Only Statements of Comprehenstve Income For the Years Ended December 31, 2019 and 2018

(Amounts Expressed in Thousands of New Taiwan Dollars, Except Earnings Per Share)

==> picture [717 x 388] intentionally omitted <==

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

2019 2018
Code Accounts Notes Amount % Amount %
4000 Operating revenues 4, 6(20), 7 $16,116,157 100 $17,228,031 100
5000 Operating costs 7 (15,009,552) (93) (13,612,597) (79)
5900 Gross profit 1,106,605 7 3,615,434 21
6000 Operating expenses 7
6100 Selling (744,742) (5) (595,067) (3)
6200 General and administrative (858,030) (5) (931,815) (6)
6300 Research and development (1,424,442) (9) (1,738,225) (10)
6450 Expected credit gains (losses) 4, 6(21) 2,657 - (3,782) -
Operating expenses total (3,024,557) (19) (3,268,889) (19)
6900 Operating income (loss) (1,917,952) (12) 346,545 2
7000 Non-operating income and expenses
7010 Other income 6(24), 7 161,391 1 205,701 1
7020 Other gains and losses 6(24), 7 15,248 - 10,469 -
7050 Finance costs 6(24) (76,884) - (64,432) -
7070 Share of profit or loss of subsidiaries, associates and joint ventures (207,484) (1) (75,815) -
Non-operating income and expense total (107,729) - 75,923 1
7900 Income (loss) before income tax (2,025,681) (12) 422,468 3
7950 Income tax expense (benefit) 4, 6(26) 349 - (72,983) (1)
8200 Net income (loss) (2,025,332) (12) 349,485 2
8300 Other comprehensive income (loss) 6(25)
8310 Item that not be reclassified subsequently to profit or loss
8311 Actuarial gain (loss) on defined benefit plans (4,727) - (3,312) -
8360 Items that may be reclassified subsequently to profit or loss
8370 Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures (83,021) - (22,706) -
Total other comprehensive income, net of tax (87,748) - (26,018) -
8500 Total comprehensive income (loss) $(2,113,080) (12) $323,467 2
9750 Earnings (losses) per share - basic (in NT$) 6(27) $(4.52) $0.78
9850 Earnings (losses) per share - diluted (in NT$) 6(27) $(4.52) $0.78
----- End of picture text -----

(The accompanying notes are an integral part of the parent-company-only financial statements.)

133

English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp.

Parent-Company-Only Statements of Changes in Equity

For the Years Ended December 31, 2019 and 2018

(Amounts Expressed in Thousands of New Taiwan Dollars)

==> picture [741 x 348] intentionally omitted <==

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

Retained Earnings Other Components of equity
Items Capital SurplusCapital Legal Special Unappropriated Exchange differencesarising on translation Unearned Employee Treasury Total
Reserve Reserve Earnings Benefit Stock Equity
of foreign operations
Code 3100 3200 3310 3320 3350 3410 3490 3500 3XXX
A1 Balance as of January 1, 2018 $4,460,000 $5,956,519 $3,563,389 $613 $14,095,717 $(77,677) $- $- $27,998,561
Appropriation and distribution of 2017 earnings:
B1 Legal reserve 49,167 (49,167) -
B3 Special reserve 77,064 (77,064) -
B5 Cash dividends - common shares (669,000) (669,000)
C7 Change in associates and joint ventures accounted for using equity method (845) (845)
D1 Net income for 2018 349,485 349,485
D3 Other comprehensive income (loss) for 2018 (3,312) (22,706) (26,018)
D5 Total comprehensive income (loss) - - - - 346,173 (22,706) - - 323,467
T1 Employee restricted shares for cancellation and others 48,410 185,268 (102,973) (738) 129,967
A1 Balance as of December 31, 2018 4,508,410 6,140,942 3,612,556 77,677 13,646,659 (100,383) (102,973) (738) 27,782,150
Appropriation and distribution of 2018 earnings:
B1 Legal reserve 34,949 (34,949) -
B3 Special reserve 22,707 (22,707) -
B5 Cash dividends - common shares (676,261) (676,261)
C7 Change in associates and joint ventures accounted for using equity method 491,065 491,065
D1 Net loss for 2019 (2,025,332) (2,025,332)
D3 Other comprehensive income (loss) for 2019 (4,727) (83,021) (87,748)
D5 Total comprehensive income (loss) - - - - (2,030,059) (83,021) - - (2,113,080)
T1 Employee restricted shares for cancellation and others 2,328 5,735 297 74,381 406 83,147
Z1 Balance as of December 31, 2019 $4,510,738 $6,637,742 $3,647,505 $100,384 $10,882,980 $(183,404) $(28,592) $(332) $25,567,021
----- End of picture text -----

(The accompanying notes are an integral part of the parent-company-only financial statements.)

NOTE: The employees' bonuses of NT$55,074 thousand and the directors' and supervisors' remuneration of NT$3,352 thousand for the year ended December 31, 2018 had been deducted from comprehensive income for the year ended December 31, 2018.

134

English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp. Parent-Company-Only Statements of Cash Flows

For the Years Ended December 31, 2019 and 2018

(Amounts Expressed in Thousands of New Taiwan Dollars)

==> picture [746 x 407] intentionally omitted <==

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

Code Items 2019 2018 Code Items 2019 2018
AAAA Cash flows from operating activities: BBBB Cash flows from investing activities:
A10000 Net income (loss) before tax $(2,025,681) $422,468 B02700 Acquisition of property, plant and equipment (2,405,606) (2,916,134)
A20000 Adjustments: B02800 Proceeds from disposal of property, plant and equipment 491,285 9,463
A20010 Profit or loss not effecting cash flows: B03800 Decrease (increase) in refundable deposits (3,973) 99
A20100 Depreciation 3,236,018 2,974,964 B04500 Acquisition of intangible assets (47,975) (10,644)
A20200 Amortization 31,765 18,663 BBBB Net cash provided by (used in) investing activities (1,966,269) (2,917,216)
A20300 Expected credit losses (gain on recovery) (2,657) 3,782
A20400 Net loss (gain) of financial assets (liabilities) at fair value through profit or loss (5,553) (5,200) CCCC Cash flows from financing activities:
A20900 Interest expense 76,884 64,432 C00100 Increase in (repayment of) short-term loans 631,316 (126,446)
A21200 Interest income (49,256) (47,973) C01600 Increase in long-term loans 1,036,000 1,200,000
A21900 Cost of share based payment 80,477 82,525 C01700 Repayment of long-term loans (667,500) (290,087)
A22300 Share of profit or loss of subsidiaries, associates and joint ventures 207,484 75,815 C03000 Decrease in guarantee deposits received - (2,000)
A22500 Gain on disposal of property, plant and equipment (12,942) (724) C04500 Payment of cash dividends (676,261) (669,000)
A30000 Changes in operating assets and liabilities: C04600 Issuance of common stock for cash 5,985 48,410
A31110 Financial Assets at fair value through profit or loss - 410,081 CCCC Net cash provided by (used in) financing activities 329,540 160,877
A31130 Notes receivable (4,676) 1,515
A31150 Accounts receivable 65,672 (386,756) EEEE Net Increase (decrease) in cash and cash equivalents 59,527 (88,661)
A31160 Accounts receivable - related parties 980 (177) E00100 Cash and cash equivalents at beginning of period 8,709,305 8,797,966
A31180 Other receivable (76,214) (75,788) E00200 Cash and cash equivalents at end of period $8,768,832 $8,709,305
A31190 Other receivable - related parties (209,760) (20,071)
A31200 Inventories 498,777 (662,697)
A31230 Prepayment 4,296 85,566
A31240 Other current assets 608 (2,769)
A32125 Contract liabilities 670 1,082
A32130 Notes payable (4,881) (3,361)
A32150 Accounts payable (101,063) 4,786
A32160 Accounts payable - related parties 76,892 (38,477)
A32180 Other payable (53,118) (122,275)
A32230 Other current liabilities 5,887 (1,786)
A32240 Net defined benefit liability (4,112) (4,118)
A32990 Refund liability (4,907) 12,300
A33000 Cash generated from operations 1,731,590 2,785,807
A33200 Interest received 48,773 48,057
A33300 Interest paid (78,238) (61,219)
A33500 Income tax paid (5,869) (104,967)
AAAA Net cash provided by (used in) operating activities 1,696,256 2,667,678
----- End of picture text -----

(The accompanying notes are an integral part of the parent-company-only financial statements.)

135

    • English Translation of Parent ~~-~~ Company ~~-~~ Only Financial Statements and Footnotes Originally Issued in Chinese ~~English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese~~ Kinsus Interconnect Technology Corp. Kinsus Interconnect Technology Corp. Notes to the Parent-Company-Only Financial Statements Notes to Parent-Company-Only Financial Statements (Continued)

(Amounts Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

1. HISTORY AND ORGANIZATION

Kinsus Interconnect Technology Corp. (referred to “the Company”) was established on September 11, 2000. Its main business activities include the manufacture of electronic products, the whole-sale and retail-sale of electronic materials, and the consultation services of business operation and management. The Company’s stocks have been governmentally approved on May 20, 2004 to be listed and traded in Taiwan Stock Exchange starting November 1, 2004. The registered business premise and main operation address is at No. 1245, Chung Hua Rd., Hsinwu District, Taoyuan City, Taiwan 32747.

  1. DATE AND PROCEDURE OF AUTHORIZATION FOR FINANCIAL STATEMENTS ISSUANCE

The financial statements of the Company were authorized to be issued in accordance with a resolution of the Board of Directors’ meeting held on February 10, 2020.

3. NEWLY ISSUED OR REVISED STANDARDS AND INTERPRETATIONS

  1. Changes in accounting policies resulting from applying for the first time certain standards and amendments

The Company applied for the first time the International Financial Reporting Standards, International Accounting Standards, and Interpretations issued, revised or amended which are recognized by Financial Supervisory Commission (“FSC”) and become effective for annual periods beginning on or after January 1, 2019. The nature and the impact of each new standard and amendment that has a material effect on the Company is described below:

(a) IFRS 16 “Leases”

IFRS 16 “Leases” replaces IAS 17 “Leases”, IFRIC 4 “Determining whether an Arrangement contains a Lease”, SIC-15 “Operating Leases - Incentives” and SIC-27 “Evaluating the Substance of Transactions Involving the Legal Form of a Lease”.

The Company follows the transition provision in IFRS 16 and the date of initial application was January 1, 2019. The impacts arising from the adoption of IFRS 16 are summarised as follows:

  • A. Please refer to Note 4 for the accounting policies before or after January 1, 2019.

136

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)
  • B. For the definition of a lease, the Company elected not to reassess whether a contract is, or contains, a lease on January 1, 2019. The Company is permitted to apply IFRS 16 to contracts that were previously identified as leases applying IAS 17 and IFRIC 4 but not to apply IFRS 16 to contracts that were not previously identified as containing a lease applying IAS 17 and IFRIC 4. That is, for contracts entered into (or changed) on or after January 1, 2019, the Company need to assess whether contacts are, or contain, leases applying IFRS 16. In comparing to IAS 17, IFRS 16 provides that a contract is, or contains, a lease if the contract converys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company assessed most of the contracts are, or contain, leases and has no significant impact arised.

  • C. The Company is a lessee and elects not to restate comparative information in accordance with the transition provision in IFRS 16. Instead, the Company recognizes the cumulative effect of initially applying IFRS 16 as an adjustment to the opening balance of retained earnings (or other component of equity, as appropriate) at the date of initial application.

  • (1) Leases previously classified as operating leases

In accordance with the transition provision in IFRS 16, the Company used the following practical expedients on a lease-by-lease basis to leases previously classified as operating leases:

  - i.  Apply a single discount rate to a portfolio of leases with reasonably similar characteristics.

  - ii. Elect to account in the same way as short-term leases to leases for which the lease term ends within 12 months of January 1, 2019.

  - iii.Exclude initial direct costs from the measurement of the right-of-use asset on January 1, 2019.

  - iv.Use hindsight, such as in determining the lease term if the contract contains options to extend or terminate the lease.
  • (2) Please refer to Note 4, Note 5 and Note 6 for additional disclosure of lessee and lessor which required by IFRS 16.

  • D. The Company is a lessor and has not made any adjustments. Please refer to Note 4, Note 5 and Note 6 for the information relating to the lessor.

137

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)
  • Standards or interpretations issued, revised or amended, by International Accounting Standards Board (“IASB”) which are endorsed by FSC, but not yet adopted by the Company as at the end of the reporting period are listed below.

Items New,Revised or Amended Standards and Interpretations Effective Date
issued byIASB
a Definition of a Business - Amendments to IFRS 3 January1,2020
b Definition of Material - Amendments to IAS 1 and 8 January1,2020
c Interest Rate Benchmark Reform - Amendments to IFRS 9,
IAS 39 and IFRS 7
January 1, 2020
  • (a) Definition of a Business - Amendments to IFRS 3

The amendments clarify the definition of a business in IFRS 3 Business Combinations. The amendments are intended to assist entities to determine whether a transaction should be accounted for as a business combination or as an asset acquisition.

IFRS 3 continues to adopt a market participant’s perspective to determine whether an acquired set of activities and assets is a business. The amendments clarify the minimum requirements for a business; add guidance to help entities assess whether an acquired process is substantive; and narrow the definitions of a business and of outputs; etc.

  • (b) Definition of a Material - Amendments to IAS 1 and 8

The main amendment is to clarify new definition of material. It states that “information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity.” The amendments clarify that materiality will depend on the nature or magnitude of information. An entity will need to assess whether the information, either individually or in combination with other information, is material in the context of the financial statements.

  • (c) Interest Rate Benchmark Reform - Amendments to IFRS 9, IAS 39 and IFRS 7

The amendments include a number of exceptions, which apply to all hedging relationships that are directly affected by interest rate benchmark reform. A hedging relationship is directly affected if the interest rate benchmark reform gives rise to uncertainties about the timing and or amount of benchmark-based cash flows of the hedged item or the hedging instrument. Hence, the entity shall apply the exceptions to all hedging relationships directly affected by the interest rate benchmark reform.

138

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

The amendments include:

(1) highly probable requirement

When determining whether a forecast transaction is highly probable, an entity shall assume that the interest rate benchmark on which the hedged cash flows are based is not altered as a result of the interest rate benchmark reform.

(2) prospective assessments

When performing prospective assessments, an entity shall assume that the interest rate benchmark on which the hedged item, hedged risk and/or hedging instrument are based is not altered as a result of the interest rate benchmark reform.

(3) IAS 39 retrospective assessment

An entity is not required to undertake the IAS 39 retrospective assessment (i.e. the actual results of the hedge are within a range of 80–125%) for hedging relationships directly affected by the interest rate benchmark reform.

(4) separately identifiable risk components

For hedges of a non-contractually specified benchmark component of interest rate risk, an entity shall apply the separately identifiable requirement only at the inception of such hedging relationships.

The amendments also include the end of application of the exceptions requirements and the related disclosures requirements of the amendments.

The abovementioned standards and interpretations were issued by IASB and endorsed by FSC so that they are applicable for annual periods beginning on or after January 1, 2020. The standards and interpretations have no material impact on the Company.

139

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)
  • Standards or interpretations issued, revised or amended, by International Accounting Standards Board (“IASB”) which are not endorsed by FSC, but not yet adopted by the Company as at the end of the reporting period are listed below.

Items New,Revised or Amended Standards and Interpretations Effective Date
issued byIASB
a IFRS 10 “Consolidated Financial Statements” and IAS 28
“Investments in Associates and Joint Ventures” - Sale or
Contribution of Assets between an Investor and its Associate
or Joint Ventures
To be determined
by IASB
b IFRS 17 “Insurance Contracts” January1,2021
c Classification of Liabilities as Current or Non-current –
Amendments to IAS 1
January 1, 2022
  • (a) IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures - Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures

The amendments address the inconsistency between the requirements in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures, in dealing with the loss of control of a subsidiary that is contributed to an associate or a joint venture. IAS 28 restricts gains and losses arising from contributions of non-monetary assets to an associate or a joint venture to the extent of the interest attributable to the other equity holders in the associate or joint ventures. IFRS 10 requires full profit or loss recognition on the loss of control of the subsidiary. IAS 28 was amended so that the gain or loss resulting from the sale or contribution of assets that constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized in full. IFRS 10 was also amended so that the gains or loss resulting from the sale or contribution of a subsidiary that does not constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized only to the extent of the unrelated investors’ interests in the associate or joint venture. The effective date of the amendments has been postponed indefinitely, but early adoption is allowed.

140

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)
  • (b) IFRS 17 Insurance Contracts

IFRS 17 provides a comprehensive model for insurance contracts, covering all relevant accounting aspects (including recognition, measurement, presentation and disclosure requirements). The core of IFRS 17 is the General (building block) Model, under this model, on initial recognition, an entity shall measure a group of insurance contracts at the total of the fulfilment cash flows and the contractual service margin. The fulfilment cash flows comprise of the following:

  • (1) estimates of future cash flows;

  • (2) Discount rate: an adjustment to reflect the time value of money and the financial risks related to the future cash flows, to the extent that the financial risks are not included in the estimates of the future cash flows; and

  • (3) a risk adjustment for non-financial risk.

The carrying amount of a group of insurance contracts at the end of each reporting period shall be the sum of the liability for remaining coverage and the liability for incurred claims. Other than the General Model, the standard also provides a specific adaptation for contracts with direct participation features (the Variable Fee Approach) and a simplified approach (Premium Allocation Approach) mainly for short-duration contracts.

  • (c) Classification of Liabilities as Current or Non-current – Amendments to IAS 1

These are the amendments to paragraphs 69-76 of IAS 1 Presentation of Financial statements and the amended paragraphs related to the classification of liabilities as current or non-current.

The abovementioned standards and interpretations issued by IASB have not yet endorsed by FSC at the date when the Company’s financial statements were authorized for issue, the local effective dates are to be determined by FSC. The Company assesses that there will be no significant impact on the Company’s financial statements then.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • (1) Statement of compliance

The parent-company-only financial statements of the Company for the years ended December 31, 2019 and 2018 were prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (“the Regulations”).

141

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

(2) Basis of preparation

The Company prepared parent-company-only financial statements in accordance with Article 21 of the Regulations, which provided that the profit or loss and other comprehensive income for the period presented in the parent-company-only financial statements shall be the same as the profit or loss and other comprehensive income attributable to stockholders of the parent presented in the consolidated financial statements for the period, and the total equity presented in the parent-company-only financial statements shall be the same as the equity attributable to the parent company presented in the consolidated financial statements. Therefore, the Company accounted for its investments in subsidiaries using equity method and, accordingly, made necessary adjustments.

The parent-company-only financial statements have been prepared on a historical cost basis, except for financial instruments that have been measured at fair value. The parent-companyonly financial statements are expressed in thousands of New Taiwan Dollars (“NT$”) unless otherwise stated.

  • (3) Foreign currency transactions

The Company’s parent-company-only financial statements are presented in its functional currency, New Taiwan Dollars (NTD). Items included in the parent-company-only financial statements are measured using that functional currency.

Transactions in foreign currencies are initially recorded by the Company at functional currency rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency closing rate of exchange ruling at the reporting date. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions.

All exchange differences arising on the settlement of monetary items or on translating monetary items are taken to profit or loss in the period in which they arise except for the following.

  • (a) Exchange differences arising from foreign currency borrowings for an acquisition of a qualifying asset to the extent that they are regarded as an adjustment to interest costs are included in the borrowing costs that are eligible for capitalization.

142

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)
  • (b) Foreign currency items within the scope of IFRS 9 Financial Instruments are accounted for based on the accounting policy for financial instrument.

  • (c) Exchange differences arising on a monetary item that forms part of a reporting entity’s net investment in a foreign operation is recognized initially in other comprehensive income and reclassified from equity to profit or loss on disposal of the net investment.

When a gain or loss on a non-monetary item is recognized in other comprehensive income, any exchange component of that gain or loss is recognized in other comprehensive income. When a gain or loss on a non-monetary item is recognized in profit or loss, any exchange component of that gain or loss is recognized in profit or loss.

  • (4) Translation of financial statements in foreign currency

The assets and liabilities of foreign operations are translated into NTD at the closing rate of exchange prevailing at the reporting date and the income and expenses are translated at an average exchange rate for the period. The exchange differences arising on the translation are recognized in other comprehensive income. On disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign operation, recognized in other comprehensive income and accumulated in the separate component of equity, is reclassified from equity to profit or loss when the gain or loss on disposal is recognized. The following are accounted for as disposals even if an interest in the foreign operation is retained by the Company: the loss of control over a foreign operation, the loss of significant influence over a foreign operation, or the loss of joint control over a foreign operation.

On partial disposal of a subsidiary that includes a foreign operation that does not result in a loss of control, the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is re-attributed to the non-controlling interests in that foreign operation. In partial disposal of an associate or jointly controlled entity that includes a foreign operation that does not result in a loss of significant influence or joint control, only the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is reclassified to profit or loss.

Any goodwill and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and expressed in its functional currency.

143

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)
  • (5) Current and non-current distinction

An asset is classified as current when:

  • (a) The Company expects to realize the asset, or intends to sell or consume it, in its normal operating cycle.

  • (b) The Company holds the asset primarily for the purpose of trading.

  • (c) The Company expects to realize the asset within twelve months after the reporting period.

  • (d) The asset is cash or cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is classified as current when:

  • (a) The Company expects to settle the liability in its normal operating cycle.

  • (b) The Company holds the liability primarily for the purpose of trading.

  • (c) The liability is due to be settled within twelve months after the reporting period.

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

All other liabilities are classified as non-current.

  • (6) Cash and cash equivalents

Cash and cash equivalents comprises cash on hand, demand deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value (include fixed-term deposits that have matures of 3 months from the date of acquisition).

  • (7) Financial instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument.

The Company determines the classification of its financial assets at initial recognition. In accordance with IFRS 9 and the Regulations, financial assets of the Company are classified

144

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

as financial assets at fair value through profit or loss, financial assets at fair value through other comprehensive income, financial assets measured at amortized cost and notes, accounts and other receivables. All financial assets are recognized initially at fair value plus, in the case of investments not at fair value through profit or loss, directly attributable costs. Financial assets carried at fair value through profit or loss are initially recognized at fair value, and transaction costs are expensed in the income statement.

  • (a) Financial assets: Recognition and Measurement

Purchase or sale of financial assets is recognized using trade date accounting. The Company classified financial assets as subsequently measured at amortized cost, fair value through other comprehensive income or fair value through profit or loss on the basis of both:

  • A. The Company’s business model for managing the financial assets and

  • B. The contractual cash flow characteristics of the financial asset.

Financial assets measured at amortized cost

A financial asset is measured at amortized cost if both of the following conditions are met and presented as note receivables, trade receivables financial assets measured at amortized cost and other receivables etc., on balance sheet as at the reporting date:

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

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

Such financial assets are subsequently measured at amortized cost (the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortization using the effective interest method of any difference between the initial amount and the maturity amount and adjusted for any loss allowance) and is not part of a hedging relationship. A gain or loss is recognized in profit or loss when the financial asset is derecognized, through the amortization process or in order to recognise the impairment gains or losses.

145

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:

  • A. Purchased or originated credit-impaired financial assets. For those financial assets, the Company applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.

  • B. Financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Company applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.

Financial asset measured at fair value through other comprehensive income

A financial asset is measured at fair value through other comprehensive income if both of the following conditions are met:

  • A. The financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and

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

Recognition of gain or loss on a financial asset measured at fair value through other comprehensive income are described as below:

  • A. A gain or loss on a financial asset measured at fair value through other comprehensive income recognized in other comprehensive income, except for impairment gains or losses and foreign exchange gains and losses, until the financial asset is derecognized or reclassified.

  • B. When the financial asset is derecognized the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment.

146

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)
  • C. Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:

  • (i) Purchased or originated credit-impaired financial assets. For those financial assets, the Company applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.

  • (ii) Financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Company applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.

Besides, at initial recognition, the Company make an irrevocable election to present in other comprehensive income subsequent changes in the fair value of an investment in an equity instrument within the scope of IFRS 9 that is neither held for trading nor contingent consideration recognized by an acquirer in a business combination to which IFRS 3 applies. Amounts presented in other comprehensive income are not be subsequently transferred to profit or loss (when disposal of such equity instrument, its cumulated amount included in other components of equity is transferred directly to the retained earnings) and should recorded as financial assets measured at fair value through other comprehensive income on balance sheet. Dividends on such investment are recognized in profit or loss unless the dividends clearly represents a recovery of part of the cost of investment.

Financial asset measured at fair value through profit or loss

Financial assets were measured at amortized cost or measured at fair value through other comprehensive income only if they met particular conditions. All other financial assets were measured at fair value through profit or loss and presented on the balance sheet as financial assets measured at fair value through profit or loss and trade receivable.

Such financial assets are measured at fair value, the gains or losses resulting from remeasurement is recognized in profit or loss which includes any dividend or interest received on such financial assets.

(b) Impairment of financial assets

The Company is recognized a loss allowance for expected credit losses on debt instrument investments measured at fair value through other comprehensive income and

147

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

financial asset measured at amortized cost. The loss allowance on debt instrument investments measured at fair value through other comprehensive income is recognized in other comprehensive income and not reduce the carrying amount in the statement of financial position.

The Company measures expected credit losses of a financial instrument in a way that reflects:

  • A. An unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes;

  • B. The time value of money; and

  • C. Reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions.

The loss allowance is measures as follows:

  • A. At an amount equal to 12-month expected credit losses: the credit risk on a financial asset has not increased significantly since initial recognition or the financial asset is determined to have low credit risk at the reporting date. In addition, the Company measures the loss allowance for a financial asset at an amount equal to lifetime expected credit losses in the previous reporting period, but determines at the current reporting date that condition is no longer met.

  • B. At an amount equal to the lifetime expected credit losses: the credit risk on a financial asset has increased significantly since initial recognition or financial asset that is purchased or originated credit-impaired financial asset.

  • C. For trade receivables or contract assets arising from transactions within the scope of IFRS 15, the Company measures the loss allowance at an amount equal to lifetime expected credit losses.

At each reporting date, the Company needs to assess whether the credit risk on a financial asset has been increased significantly since initial recognition by comparing the risk of a default occurring at the reporting date and the risk of default occurring at initial recognition. Please refer to Note 12 for further details on credit risk.

148

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)
  • (c) Derecognition of financial assets

A financial asset is derecognized when:

  • A. The rights to receive cash flows from the asset have expired

  • B. The Company has transferred the asset and substantially all the risks and rewards of the asset have been transferred

  • C. The Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

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

  • (d) Financial liabilities and equity

Classification between liabilities or equity

The Company classifies the instrument issued as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability, and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. The transaction costs of an equity transaction are accounted for as a deduction from equity (net of any related income tax benefit) to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided.

Financial liabilities

Financial liabilities within the scope of IFRS 9 Financial Instruments are classified as financial liabilities at fair value through profit or loss or financial liabilities measured at amortized cost upon initial recognition.

149

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated as at fair value through profit or loss. A financial liability is classified as held for trading if:

  • A. It is acquired or incurred principally for the purpose of selling or repurchasing it in the near term;

  • B. On initial recognition it is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking; or

  • C. It is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument).

If a contract contains one or more embedded derivatives, the entire hybrid (combined) contract may be designated as a financial liability at fair value through profit or loss; or a financial liability may be designated as at fair value through profit or loss when doing so results in more relevant information, because either:

  • A. It eliminates or significantly reduces a measurement or recognition inconsistency; or

  • B. A Company of financial assets, financial liabilities or both is managed and its performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy, and information about the Company is provided internally on that basis to the key management personnel.

Gains or losses on the subsequent measurement of liabilities at fair value through profit or loss including interest paid are recognized in profit or loss.

Financial liabilities at amortized cost

Financial liabilities measured at amortized cost include interest bearing loans and borrowings that are subsequently measured using the effective interest rate method after initial recognition. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the effective interest rate method amortization process.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or transaction costs.

150

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

Derecognition of financial liabilities

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified (whether or not attributable to the financial difficulty of the debtor), such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

(e) Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount reported in the balance sheet if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.

  • (8) Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

(a)In the principal market for the asset or liability, or

  • (b)In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible to by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

151

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

  • (9) Inventories

Inventories are valued at lower of cost or net realizable value item by item.

Costs incurred in bringing each inventory to its present location and condition are accounted for as follows.

Raw materials - At actual purchase cost, using weighted average method Finished goods and work in progress –

Including cost of direct materials and labor and a proportion of manufacturing overheads based on normal operating capacity, using weighted average method.

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

Rending of service is accounted in accordance wuth IFRS 15 but not within the scoping of inventories.

  • (10)Investments accounted for using the equity method

The Company accounted for its investments in subsidiaries using equity method and made necessary adjustments in accordance with Article 21 of the Regulations. Such adjustments were made after the Company considered the different accounting treatments to account for its investments in subsidiaries in the consolidated financial statements under IFRS 10 “Consolidated Financial Statements” and the different IFRSs adopted from different reporting entity’s perspectives, and the Company recorded such adjustments by crediting or debiting to investments accounted for under the equity method, share of profit or loss of subsidiaries, associates and joint ventures and share of other comprehensive income of subsidiaries, associates and joint ventures.

The Company’s investment in its associate is accounted for using the equity method other than those that meet the criteria to be classified as held for sale. An associate is an entity over which the Company has significant influence. A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture.

152

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

Under the equity method, the investment in the associate or investment in a joint venture is carried in the balance sheet at cost and adjusted thereafter for the post-acquisition change in the Company’s share of net assets of the associate or joint venture. After the interest in the associate or joint venture is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture. Unrealized gains and losses resulting from transactions between the Company and the associate or joint venture are eliminated to the extent of the Company’s related interest in the associate or joint venture.

When changes in the net assets of an associate or a joint venture occur and not those that are recognized in profit or loss or other comprehensive income and do not affects the Company’s percentage of ownership interests in the associate or joint venture, the Company recognizes such changes in equity based on its percentage of ownership interests. The resulting capital surplus recognized will be reclassified to profit or loss at the time of disposing the associate or joint venture on a prorata basis.

When the associate or joint venture issues new stock, and the Company’s interest in an associate or a joint venture is reduced or increased as the Company fails to acquire shares newly issued in the associate or joint venture proportionately to its original ownership interest, the increase or decrease in the interest in the associate or joint venture is recognized in Additional Paid in Capital and Investment accounted for using the equity method. When the interest in the associate or joint venture is reduced, the cumulative amounts previously recognized in other comprehensive income are reclassified to profit or loss or other appropriate items. The aforementioned capital surplus recognized is reclassified to profit or loss on a pro rata basis when the Company disposes the associate or joint venture.

The financial statements of the associate or joint venture are prepared for the same reporting period as the Company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Company.

The Company determines at each reporting date whether there is any objective evidence that the investment in the associate or an investment in a joint venture is impaired in accordance with IAS 28 Investments in Associates and Joint Ventures. If this is the case the Company calculates the amount of impairment as the difference between the recoverable amount of the associate or joint venture and its carrying value and recognizes the amount in the ‘share of profit or loss of an associate’ in the statement of comprehensive income in accordance with IAS 36 Impairment of Assets. In determining the value in use of the investment, the Company estimates:

153

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)
  • (a) Its share of the present value of the estimated future cash flows expected to be generated by the associate or joint venture, including the cash flows from the operations of the associate and the proceeds on the ultimate disposal of the investment; or

  • (b) The present value of the estimated future cash flows expected to arise from dividends to be received from the investment and from its ultimate disposal.

Because goodwill that forms part of the carrying amount of an investment in an associate or an investment in a joint venture is not separately recognized, it is not tested for impairment separately by applying the requirements for impairment testing goodwill in IAS 36 Impairment of Assets.

Upon loss of significant influence over the associate or joint venture, the Company measures and recognizes any retaining investment at its fair value. Any difference between the carrying amount of the associate or joint venture upon loss of significant influence and the fair value of the retaining investment and proceeds from disposal is recognized in profit or loss. Furthermore, if an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate, the entity continues to apply the equity method and does not remeasure the retained interest.

(11)Property, plant and equipment

Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of dismantling and removing the item and restoring the site on which it is located and borrowing costs for construction in progress if the recognition criteria are met. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. When significant parts of property, plant and equipment are required to be replaced in intervals, the Company recognized such parts as individual assets with specific useful lives and depreciation, respectively. The carrying amount of those parts that are replaced is derecognized in accordance with the derecognition provisions of IAS 16 “Property, plant and equipment”. When a major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in profit or loss as incurred.

Depreciation is calculated on a straight-line basis over the estimated economic lives of the following assets:

Buildings 10 to 25 years Machinery 4 to 5 years

154

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)
Transportation 5 years
Office equipment 3 to 5 years
Other equipment 3 to 25 years

An item of property, plant and equipment or any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is recognized in profit or loss.

The property, plant and equipment’s residual values, useful lives and methods of depreciation are reviewed at each financial year. If the expected values differ from the estimates, the differences are recorded as a change in accounting estimate.

  • (12)Leases

The accounting policy from January 1, 2019 as follow:

For contracts entered on or after January 1, 2019, the Company assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset for a period of time, the Company assesses whether, throughout the period of use, has both of the following:

  • (a) the right to obtain substantially all of the economic benefits from use of the identified asset; and

  • (b) the right to direct the use of the identified asset.

The Company elected not to reassess whether a contract is, or contains, a lease on January 1, 2019. The Company is permitted to apply IFRS 16 to contracts that were previously identified as leases applying IAS 17 and IFRIC 4 but not to apply IFRS 16 to contracts that were not previously identified as containing a lease applying IAS 17 and IFRIC 4.

For a contract that is, or contains, a lease, the Company accounts for each lease component within the contract as a lease separately from non-lease components of the contract. For a contract that contains a lease component and one or more additional lease or non-lease components, the Company allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components. The relative stand-alone price of lease and non-lease components shall be determined on the basis of the price the lessor, or a

155

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

similar supplier, would charge the Company for that component, or a similar component, separately. If an observable stand-alone price is not readily available, the Company estimates the stand-alone price, maximising the use of observable information.

Company as a lessee

Except for leases that meet and elect short-term leases or leases of low-value assets, the Company recognizes right-of-use asset and lease liability for all leases which the Company is the lessee of those lease contracts.

At the commencement date, the Company measures the lease liability at the present value of the lease payments that are not paid at that date. The lease payments discount using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses it’s incremental borrowing rate. At the commencement date, the lease payments included in the measurement of the lease liability comprise the following payments for the right to use the underlying asset during the lease term that are not paid at the commencement date:

  • (a) fixed payments (including in-substance fixed payments), less any lease incentives receivable;

  • (b) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

  • (c) amounts expected to be payable by the lessee under residual value guarantees;

  • (d) the exercise price of a purchase option if the Company is reasonably certain to exercise that option; and

  • (e) payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.

After the commencement date, the Company measures the lease liability on an amortised cost basis, which is increasing the carrying amount to reflect interest on the lease liability by using an effective interest method; and reducing the carrying amount to reflect the lease payments made.

At the commencement date, the Company measures the right-of-use asset at cost. The cost of the right-of-use asset comprises:

  • (a) the amount of the initial measurement of the lease liability;

  • (b) any lease payments made at or before the commencement date, less any lease incentives received;

  • (c) any initial direct costs incurred by the lessee; and

156

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)
  • (d) an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.

For subsequent measurement of the right-of-use asset, the Company measures the right-ofuse asset at cost less any accumulated depreciation and any accumulated impairment losses. That is, the Company measures the right-of-use applying a cost model.

If the lease transfers ownership of the underlying asset to the Company by the end of the lease term or if the cost of the right-of-use asset reflects that the Company will exercise a purchase option, the Company depreciates the right-of-use asset from the commencement date to the end of the useful life of the underlying asset. Otherwise, the Company depreciates the right-of-use asset from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.

The Company applies IAS 36 “Impairment of Assets” to determine whether the right-of-use asset is impaired and to account for any impairment loss identified.

Except for leases that meet and elect short-term leases or leases of low-value assets, the Company presents right-of-use assets and lease liabilities in the balance sheet and separately presents lease-related interest expense and depreciation charge in the statements comprehensive income.

For short-term leases or leases of low-value assets, the Company elects to recognize the lease payments associated with those leases as an expense on either a straight-line basis over the lease term or another systematic basis.

Company as a lessor

At inception of a contract, the Company classifies each of its leases as either an operating lease or a finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership of an underlying asset. At the commencement date, the Company recognizes assets held under a finance lease in its balance sheet and present them as a receivable at an amount equal to the net investment in the lease.

For a contract that contains lease components and non-lease components, the Company allocates the consideration in the contract applying IFRS 15.

157

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

The Company recognizes lease payments from operating leases as rental income on either a straight-line basis or another systematic basis. Variable lease payments for operating leases that do not depend on an index or a rate are recognized as rental income when incurred.

Accounting policy before January 1, 2019

Company as a lessee

Finance leases which transfer to the Company substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the commencement of the lease at the fair value of the leased item or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability.

A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Company will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term.

Operating lease payments are recognized as an expense on a straight-line basis over the lease term.

Company as a lessor

Leases in which the Company does not transfer substantially all the risks and benefits of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as rental income. Rental incomes under operating lease are recognized on a straight-line basis over the lease term. Contingent rents are recognized as revenue in the period in which they are earned.

(13)Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses, if any. Internally generated intangible assets, not meeting the recognition criteria, are not capitalized and expenditure is reflected in profit or loss for the year in which the expenditure is incurred.

158

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

The useful lives of intangible assets are assessed as either finite or indefinite.

Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each financial year. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates.

Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit (CGU) level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

Gains or losses arising from derecognition of an intangible asset are recognized in profit or loss.

The Company’s accounting policies for intangible assets are as follows:

Cost of Computer Software Useful economic life 1 year Amortization method Straight-line method during the contract term Internally generated or acquired externally Acquired externally

(14)Impairment of non-financial assets

The Company assesses at the end of each reporting period whether there is any indication that an asset in the scope of IAS 36 “Impairment of Assets” may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Company would conduct impairment tests at individual or CGU level. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired. An asset’s recoverable amount is the higher of an asset’s net fair value or its value in use.

For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Company estimates the recoverable amount of the asset or CGU. A previously recognized impairment loss is reversed only if there has been an increase in the estimated service potential of an asset which in turn

159

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

increases the recoverable amount. However, the reversal is limited so that the carrying amount of the asset does not exceed the carrying amount that would have been determined, net of depreciation or amortization, had no impairment loss been recognized for the asset in prior years.

A cash generating unit, or companys of cash-generating units, to which goodwill has been allocated is tested for impairment annually at the same time, irrespective of whether there is any indication of impairment. If an impairment loss is to be recognized, it is first allocated to reduce the carrying amount of any goodwill allocated to the cash generating unit (company of units), then to the other assets of the unit (company of units) pro rata on the basis of the carrying amount of each asset in the unit (company of units). Impairment losses relating to goodwill cannot be reversed in future periods for any reason.

Impairment loss or reversals of continuing operations are recognized in profit or loss.

(15)Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Company expects some or all of a provision to be reimbursed, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

(16) Revenue recognition

The Company’s revenue arising from contracts with customers mainly includes sale of goods and rendering of services. The accounting policies for the Company’s types of revenue are explained as follow:

Sale of goods

The Company mainly manufactures and sells of its products. Sales are recognized when control of the goods is transferred to the customer and the goods are delivered to the customers. The main product of the Company is substrate and revenue is recognized based on the consideration stated in the contract. The remaining sales transactions are usually accompanied by volume discounts (based on the accumulated total sales amount for a

160

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

specified period). Therefore, revenue from these sales is recognized based on the price specified in the contract, net of the estimated volume discounts. Accumulated experience is used to estimate and provide for the discounts, using the expected value method. Revenue is only recognized to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. During the period specified in the contract, refund liability is recognized for the products expected to be returned.

The credit period of the Company’s sale of goods is from 30 to 90 days. For most of the contracts, when the Company transfers the goods to customers and has a right to an amount of consideration that is unconditional, these contracts are recognized as trade receivables. The period between the time when the Company transfers the goods to customers and when the customers pay for that goods is usually short and have no significant financing component to the contract. In the case that the Company has the right to transfer the goods to customers but does not has a right to an amount of consideration that is unconditional, these contacts should be presented as contract assets. Besides, in accordance with IFRS 9, the Company measures the loss allowance for a contract asset at an amount equal to the lifetime expected credit losses.

(17)Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

(18)Post-employment benefits

All regular employees of the Company are entitled to a pension plan that is managed by an independently administered pension fund committee. Fund assets are deposited under the committee’s name in the specific bank account and hence, not associated with the Company. Therefore, fund assets are not included in the Company’s parent-company-only financial statements. Pension benefits for employees of the overseas subsidiaries and the branches are provided in accordance with the respective local regulations.

For the defined contribution plan, the Company will make a monthly contribution of no less than 6% of the monthly wages of the employees subject to the plan. The Company recognizes expenses for the defined contribution plan in the period in which the contribution becomes due. Overseas subsidiaries and branches make contribution to the plan based on the requirements of local regulations and the contribution is expensed as incurred.

161

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

Post-employment benefit plan that is classified as a defined benefit plan uses the Projected Unit Credit Method to measure its obligations and costs based on actuarial assumptions. Remeasurements, comprising of the effect of the actuarial gains and losses, the effect of the asset ceiling (excluding net interest) and the return on plan assets, excluding net interest, are recognized as other comprehensive income with a corresponding debit or credit to retained earnings in the period in which they occur. Past service costs are recognized in profit or loss on the earlier of:

  • (a) the date of the plan amendment or curtailment, and

  • (b) the date that the Company recognizes restructuring-related costs

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset, both as determined at the start of the annual reporting period, taking account of any changes in the net defined benefit liability (asset) during the period as a result of contribution and benefit payment.

  • (19)Share-based payment transactions

The cost of equity-settled transactions between the Company and its subsidiaries is recognized based on the fair value of the equity instruments granted. The fair value of the equity instruments is determined by using an appropriate pricing model.

The cost of equity-settled transactions is recognized, together with a corresponding increase in other capital reserves in equity, over the period in which the performance and/or service conditions are fulfilled. The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company’s best estimate of the number of equity instruments that will ultimately vest. The income statement expense or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period.

No expense is recognized for awards that do not ultimately vest, except for equity-settled transactions where vesting is conditional upon a market or non-vesting condition, which are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.

Where the terms of an equity-settled transaction award are modified, the minimum expense recognized is the expense as if the terms had not been modified, if the original terms of the award are met. An additional expense is recognized for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee as measured at the date of modification.

162

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

Where an equity-settled award is cancelled, it is treated as if it vested on the date of cancellation, and any expense not yet recognized for the award is recognized immediately. This includes any award where non-vesting conditions within the control of either the entity or the employee are not met. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

The cost of restricted stocks issued is recognized as salary expense based on the fair value of the equity instruments on the grant date, together with a corresponding increase in other capital reserves in equity, over the vesting period. The Company recognized unearned employee salary which is a transitional contra equity account; the balance in the account will be recognized as salary expense over the passage of vesting period.

The Company recognizes a liability at the grant date with respect to the receipt in advance from employees who participate, but are expected to resign based on an expected resigning rate, in a restricted stocks plan with a term of requiring employee’s pre-payment and entitling the underlying employees to full refunds upon resignation. While for those employees expected to be vested under the restricted stock plan, the Company recognizes the employee’s payment in advance as an equity.

(20)Income tax

Income tax expense (benefit) is the aggregate amount included in the determination of profit or loss for the period in respect of current tax and deferred tax.

Current income tax

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Current income tax relating to items recognized in other comprehensive income or directly in equity is recognized in other comprehensive income or equity and not in profit or loss.

The income tax for undistributed earnings of the Company is recognized as income tax expense in the subsequent year when the distribution proposal is approved by the Shareholders’ meeting.

163

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

Deferred income tax

Deferred income tax is a temporary difference between the tax bases of assets and liabilities and their carrying amounts in balance sheet at the reporting date.

Deferred tax liabilities are recognized for all taxable temporary differences, except:

  • (a) Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit (loss);

  • (b) In respect of taxable temporary differences associated with investments in subsidiaries, and associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognized for all deductible temporary differences, any unused tax losses and carry forward of unused tax credits to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except:

  • (a) Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or

  • (b) In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will be reversed in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets are reassessed and recognized at each reporting date.

164

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

Deferred tax assets and liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

5. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the Company’s financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

(1) Judgement

In the process of applying the Company’s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognized in the consolidated financial statements:

A. De facto control without a majority of the voting rights in subsidiaries

The Company does not have majority of the voting rights in certain subsidiaries. However, after taking into consideration factors such as absolute size of the Company’s holding, relative size of the other shareholdings, how widely spread are the remaining shareholders, contractual arrangements between shareholders, potential voting rights, etc., the Company reached the conclusion that it has de facto control over these subsidiaries. Please refer to Note 4 for further details.

  • (2) Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that would have a significant risk for a material adjustment to the carrying amounts of assets and liabilities within the next fiscal year are discussed below.

  • (a) Fair value of financial instruments

Where the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be derived from active markets, they are determined using valuation techniques including income approach (for example, the discounted cash flows model) or the market approach. Changes in assumptions about these factors could affect the reported fair value of the financial instruments. Please refer to Note 12 for more details.

165

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

(b) Accounts receivables – estimation of impairment loss

The Company estimates the impairment loss of accounts receivables at an amount equal to lifetime expected credit losses. The credit loss is the present value of the difference between the contractual cash flows that are due under the contract (carrying amount) and the cash flows that expects to receive (evaluate forward looking information). However, as the impact from the discounting of short-term receivables is not material, the credit loss is measured by the undiscounted cash flows. Where the actual future cash flows are lower than expected, a material impairment loss may arise. Please refer to Note 6 for more details.

(c) Inventory

Estimates of net realizable value of inventories take into consideration that inventories may be damaged, become wholly or partially obsolete, or their selling prices have declined. The estimates are based on the most reliable evidence available at the time the estimates are made. Please refer to Note 6 for more details.

(d) Post-employment benefits

The cost of post-employment benefit pension plan and the present value of the defined benefit obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions, including the change in the discount rate and expected salary level. The assumptions used for measuring pension cost and defined benefit obligation are disclosed in Note 6.

(e) Share-based payment transactions

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 6.

166

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

(f) Revenue recognition – sale returns and allowances

The Company estimates sales returns and allowance based on historical experience and other known factors at the time of sale, which reduces the operating revenue. In assessing the aforementioned sales returns and allowance, on the basis of highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. Please refer to Note 6 for more details.

(g) Income tax

Uncertainties exist with respect to the interpretation of complex tax regulations and the amount and timing of future taxable income. Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Company establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective counties in which it operates. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective company’s domicile.

Deferred tax assets are recognized for all carryforward of unused tax losses and unused tax credits and deductible temporary differences to the extent that it is probable that taxable profit will be available or there are sufficient taxable temporary differences against which the unused tax losses, unused tax credits or deductible temporary differences can be utilized. The amount of deferred tax assets determined to be recognized is based upon the likely timing and the level of future taxable profits and taxable temporary differences together with future tax planning strategies.

6. CONTENTS OF SIGNIFICANT ACCOUNTS

  • (1) Cash and cash equivalents
Cash and petty cash
Checkings and savings
As of December 31, As of December 31,
2019
(NT$’000)
2018
(NT$’000)
200
1,298,091
200
1,438,564

167

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp.

Notes to Parent-Company-Only Financial Statements (Continued)

Time deposit
Total
7,470,541 7,270,541
8,768,832 8,709,305
  • (2) Financial assets at fair value through profit or loss

Mandatorily measured at fair value
through profit or loss:
Money market fund
Valuation adjustment of financial
assets as measured by fair value
through profit or loss
Total


Current

Non-current
As of December 31, As of December 31,
2019
(NT$’000)
968,748
42,140
1,010,888

1,010,888
-
2018
(NT$’000)
968,748
36,587
1,005,335
1,005,335
-

No financial asset at fair value through profit or loss was pledged as collateral.

  • (3) Financial assets measured at amortized cost
Time deposits
Current
Non-current
As of December 31, As of December 31,
2019
(NT$’000)
423,057
423,057
-
2018
(NT$’000)
423,057
423,057
-

The Company transacts with financial institution with good credit rating. Consequently, there is no significant credit risk.

No financial asset measured at amortized cost was pledged as collateral.

168

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

(4) Notes receivable

Notes receivable – from operations
Less: loss allowance
Net
As of December 31, As of December 31,
2019
(NT$’000)
4,917
-
4,917
2018
(NT$’000)
241
-
241

No notes receivable was pledged by the Company as collateral.

The Company adopted IFRS 9 for impairment assessment. Please refer to Note 6 (21) for more details on accumulated impairment and Note 12 for more details on credit risk management.

  • (5) Accounts receivable and accounts receivable - related parties, net

A. Accounts receivable, net

Accounts receivable, gross
Less: loss allowance
Net of allowances
Accounts receivable - related parties,
gross
Less: loss allowance
Net of allowances
Total accounts receivable, net
As of December 31, As of December 31,
2019
(NT$’000)
2,725,975
(23,795)
2,702,180
151
-
151
2,702,331
2018
(NT$’000)
2,791,647
(26,452)
2,765,195
1,131
-
1,131
2,766,326
  • B. Account receivables were not pledged.

169

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)
  • C. The Company entered into factoring agreements with banks. Accounts receivables from selected customers are transferred to banks without recourse. Details of the agreed credit limits and accounts receivables transferred were as follows:

12/31/2019
12/31/2018
Financial
Institution
Accounts
receivable
de-recognized
(NT$’000)
Interest
Rate
Mega
International
Commercial
Bank - LanYa
Branch
286,663
2.17%
Mega
International
Commercial
Bank - LanYa
Branch
214,285
-
Advance
received
(NT$’000)
Collateral
Credit
Limit

14,990
-

None

None
Note
Note

Note: The credit limits were US$30,000 thousand as of December 31, 2019 and 2018.

  • D. Accounts receivable are generally on 30-90 day terms. The total carrying amount for the year ended December 31, 2019 and 2018, are NT$2,726,126 and NT$2,792,778, respectively. Please refer to Note 6 (21) for more details on loss allowance of accounts receivable for the years ended December 31, 2019 and 2018. Please refer to Note 12 for more details on credit risk management.

  • (6) Inventory

    • A. Details of inventory:
Raw material
Supplies
Work in process
Finished goods
Merchandises
Total
As of December 31, As of December 31,
2019
(NT$’000)
279,835
37,141
847,711
228,140
26,691
1,419,518
2018
(NT$’000)
290,195
35,854
1,042,302
503,520
46,424
1,918,295

170

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)
  • B. For the years ended December 31, 2019 and 2018, the Company recognized NT$15,009,552 thousand and NT$13,612,597 thousand under the caption of costs of sale, respectively. The following items were also included in cost.

Item For theyear ended December 31, For theyear ended December 31,
2019
(NT$’000)
2018
(NT$’000)
Loss from (Gains on recovery
of) inventory market decline
Loss from physical
Loss in inventory written-off
and obselencense
Total
(233,329)
10,482
2,202,849
(19,732)
7,093
2,091,005
1,980,002 2,078,366

The Company recognized gains on recovery of inventory market decline because some of the inventories previously provided with market loss or obsolescence were disposed.

  • C. The inventories were not pledged.

  • (7) Investments Accounted For Under the Equity Method

As of December 31, As of December 31, As of December 31, As of December 31,
2019 2018
Investee companies Percentage Percentage
Amount of Amount of
(NT$’000) Ownership (NT$’000) Ownership
Investments in subsidiaries:
KINSUS CORP. (USA) 53,310 100.00% 48,437 100.00%
KINSUS HOLDING (SAMOA) LIMITED 1,868,801 100.00% 2,125,024 100.00%
KINSUS INVESTMENT CO., LTD. 2,300,446 100.00% 1,848,536 100.00%
Unrealizedgains (36,829) -
Total 4,185,728 4,021,997
  • A. Investments in subsidiaries

Investments in subsidiaries were present in the parent-company-only financial statements under the caption of investments accounted for under equity method. Valuation adjustment is made if deemed necessary.

171

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)
  • B. The Company’s investments accounted for under the equity method were not pledged.

  • (8) Property, plant and equipment

Owner occupied property, plant and equipment As of December 31, As of December 31,
2019
(NT$’000)
2018
(NT$’000)
(Note)

14,264,988

Note: The Company adopted IFRS 16 since January 1, 2019. The Company elected not to restate prior periods in accordance with the transition provision in IFRS 16.

A.Owner occupied property, plant and equipment (applicable under IFRS 16 requirements)

Land
(NT$’000)
Cost:
As of 1/1/2019
1,609,729
Addition
-
Disposals
-
Effect of EX rate
-
Reclassification
52,099
As of 12/31/2019
1,661,828
Depreciation and impairment:
As of 1/1/2019
-
Depreciation
-
Impairment loss
-
Disposal
-
Effect of EX rate
-
Reclassification
-
As of 12/31/2019
-
Land
(NT$’000)
Buildings
(NT$’000)
Machinery
(NT$’000)
Office
Equipment
(NT$’000)
Transportation
(NT$’000)


Other
Equipment
(NT$’000)
Construction in progress
and equipment awaiting
inspection (including
prepayment for
equipment)
(NT$’000)
Total
(NT$’000)
1,609,729
-
-
-
52,099
3,620,659
(859)
-
-
2,479,118
15,971,417
14,011
(788,027)
-
1,782,934
82,514
1,280
-
-
19,430
7,245
-
(680)
-
-
4,596,584
371,326
(197,135)
-
496,456
4,242,240
1,928,890
-
-
(4,830,037)
30,130,388
2,314,648
(985,842)
-
-

1,661,828
6,098,918 16,980,335 103,224 6,565 5,267,231 1,341,093 31,459,194
1,362,389
234,173
-
-
-
-
9,483,277
2,238,852
-
(346,514)
-
-
58,450
19,551
-
-
-
-
4,258
963
-
(680)
-
-
2,351,189
742,479
-
(197,134)
-
-
-
-
-
-
-
-
-
13,259,563
3,236,018
-
(544,328)
-
-

As of 1/1/2019
Depreciation
Impairment loss
Disposal
Effect of EX rate
Reclassification
As of 12/31/2019
- 1,596,562 11,375,615 78,001 4,541 2,896,534 15,951,253

172

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)
Net carrying amount:
As of 12/31/2019 1,661,828 4,502,356 5,604,720 25,223 2,024 2,370,697 1,341,093 15,507,941

B. Property, plant and equipment (prior to the application of IFRS 16)

Land
(NT$’000)
Buildings
(NT$’000)
Machinery
(NT$’000)
Office
Equipment
(NT$’000)
Vehicle
(NT$’000)
Other
Equipment
(NT$’000)
Construction in progress
and equipment awaiting
inspection (including
prepayment for
equipment)
(NT$’000)
Total
(NT$’000)
1,609,729
-
-
-
-
3,576,635
28,073
-
-
15,951
13,567,359
14,495
(75,475)
-
2,465,038
74,166
748
-
-
7,600
6,275
310
-
-
660

3,806,068

255,354

(107,749)

-

642,911
4,983,777
2,390,623
-
-
(3,132,160)
27,624,009
2,689,603
(183,224)
-
-
1,609,729 3,620,659 15,971,417 82,514 7,245
4,596,584
4,242,240 30,130,388
1,202,637
159,752
-
-
-
-
7,373,404
2,176,919
-
(67,046)
-
-
39,331
19,119
-
-
-
-
3,134
1,124
-
-
-
-

1,840,578

618,050

-

(107,439)

-

-
-
-
-
-
-
-
10,459,084
2,974,964
-
(174,485)
-
-
- 1,362,389 9,483,277 58,450 4,258
2,351,189
- 13,259,563

A. Significant components of buildings primarily comprised the main buildings and the facilities, which are depreciated based on their respective useful economic life of 20 to 25 years and 10 to 25 years.

173

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)
  • B. Details of property, plant & equipment and prepayment for machinery is as follows.

Property, plant and equipment
Prepayment for equipment
Total
As of December 31, As of December 31,
2019
(NT$’000)
14,264,988
1,242,953
15,507,941
2018
(NT$’000)
14,898,668
1,972,157
16,870,825
  • C. The Company purchased 40 parcels of land with a total area of 36,115.24 square meters. Lands are located at the addresses of No. 1113, 1114, 1438 to 1443,1479,1486 to 1487 at ShiLeiZi Sub-section, ShiLeiZi Section, No. 1044, 1047 to 1049 at QingHua Section, and No. 0001, 697 to 700 and 712 to 726 at RongHua Section, XinFeng Village. Due to regulatory restrictions, land cannot be registered under the Company’s name while it has been temporarily registered under the general manager’s name and, to secure the Company’s right to the land, mortgage registration has been set aside with the Company being the obligee.

(9) Intangible assets

Cost:
As of January 1, 2019
Additions – acquired separately
Derecognized upon retirement
Reclassification
Effect of exchange rate changes
As of December 31, 2019
As of January 1, 2018
Additions – acquired separately
Derecognized upon retirement
Reclassification
Effect of exchange rate changes
As of December 31, 2018
Computer software
(NT$’000)
10,644
47,975
(10,644)
-
-
47,975
30,657
10,644
(30,657)
-
-
10,644

174

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)
Amortization and Impairment:
As of January 1, 2019
Amortization
Derecognized upon retirement
Effect of exchange rate changes
Reclassification
As of December 31, 2019
As of January 1, 2018
Amortization
Derecognized upon retirement
Effect of exchange rate changes
Reclassification
As of December 31, 2018
Carrying amount, net:
As of December 31, 2019
As of December 31, 2018
5,867
31,765
(10,644)
-
-
26,988
17,861
18,663
(30,657)
-
-
5,867
20,987
4,777

Amounts of amortization recognized for intangible assets are as follows.

Operating expense For theyear ended December 31, For theyear ended December 31,
2019
(NT$’000)
2018
(NT$’000)
31,765 18,663

(10) Other non-current assets

Refundable deposits As of December 31, As of December 31,
2019
(NT$’000)
2018
(NT$’000)
7,760 3,787

175

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

(11) Short-term loans

As of December 31, As of December 31,
Interest interval
(%)
2019
(NT$’000)
2018
(NT$’000)
Unsecured bank loans
0.68%~2.19%
2,767,987 2,136,671

As of December 31, 2019 and 2018, the line of unused short-term loan credit for the Company amounted to NT$2,968,853 thousand and NT$3,287,699 thousand, respectively.

(12) Other payable

Accrued expense
Equipment payable
Accrued interest
Total
As of December 31, As of December 31,
2019
(NT$’000)
2018
(NT$’000)
1,392,098
410,020
3,598
1,441,901
500,978
4,952
1,805,716 1,947,831
  • (13) Other current liabilities
Other current liabilities
Current portion of long-term loans
Total
As of December 31, As of December 31,
2019
(NT$’000)
2018
(NT$’000)
32,387
1,046,072
26,500
567,500
1,078,459 594,000
  • (14) Refund liability
Refund liability As of December 31, As of December 31,
2019
(NT$’000)
7,393
2018
(NT$’000)
12,300

176

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

(15) Long-term loans

Details of long-term loans were as follows.

Debtor Type of
Loan

Maturity
Loan Balance
As of
12/31/2019
(NT$’000)

Repayment
Mega International
Commercial
Bank - LanYa
Branch

Mega International
Commercial
Bank - LanYa
Branch

The Shanghai
Commercial &
Savings Bank -
ZhongLi Branch

The Shanghai
Commercial &
Savings Bank -
ZhongLi Branch

Standard Chartered
Bank -Xinwu
Branch

Bank of Taiwan -
Peitou Branch

Total
Less: current portion
Non-current portion
Credit loan
Credit loan
Credit loan
Credit loan
Credit loan
Credit loan
2021.09.05-
2022.07.05
2026.12.31
2021.04.23
2026.12.31
2021.09.28
2026.11.04-
2026.12.31
948,125

55,000

450,000

200,000

600,000
681,000
Note 1
Note 4
Note 2
Note 5
Note 3
Note 6
2,934,125
(1,046,072)
1,888,053

177

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)
Debtor Type of
Loan

Maturity
Loan Balance
Repayment
As of
12/31/2018
(NT$’000)
Mega International
Commercial
Bank - LanYa
Branch

The Shanghai
Commercial &
Savings Bank -
ZhongLi Branch

Standard Chartered
Bank -Xinwu
Branch

Total
Less: current portion
Non-current portion
Credit loan
Credit loan
Credit loan
2021.09.05-
2022.07.05
2021.04.23
2021.09.28
1,365,625

600,000

600,000
Note 1
Note 2
Note 3
2,565,625
(567,500)
1,998,125
  • Note 1: A term is defined as every 3 months starting from the initial draw-down date. Loan period is 5 years. Grace period is 1 year (4 terms). Interest shall be paid monthly with principal repaid every 3 months. The rest is repayable in installments of equal amount for 16 terms.

  • Note 2: A term is defined as every 3 months starting from the initial draw-down date. Grace period is 1 years (4 terms). The rest is repayable in installments of equal amount for 8 terms.

  • Note 3: Grace period is 18 months from the initial draw-down date. 18 months after the initial draw-down date is considered the 1st term and the following terms are defined as every 6 months since then. The principal and interest are repayable in installments of equal amount for 4 terms.

  • Note 4: Grace period is 3 years from the initial draw-down date. The following terms are defined as every month since the 4[th] year. The principal and interest are repayable in installments of equal amount for 48 terms.

  • Note 5: The following terms are defined as every month since the initial draw-down date. The principal and interest are repayable in installments of equal amount for 60 terms.

178

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

Note 6: Grace period is 2 years from the initial draw-down date. The following terms are defined as every month since the 3[rd] year. The principal and interest are repayable in installments of equal amount for 60 terms.

As of December 31, 2019 and 2018, the interest rate intervals for long-term loans were 0.6%~1.15% and 1.074%~1.15%, respectively.

  • (16) Other non-current liabilities
Defined benefit liability As of December 31, As of December 31,
2019
(NT$’000)
25,771
2018
(NT$’000)
25,156
  • (17) Post-employment benefits

Defined contribution plan

The Company adopted a defined contribution plan in accordance with the Labor Pension Act of the R.O.C. Under the Labor Pension Act, the Company will make monthly contributions of no less than 6% of the employees’ monthly wages to the employees’ individual pension accounts. The Company has made monthly contributions of 6% of each individual employee’s salaries or wages to employees’ pension accounts.

Expenses under the defined contribution plan for the years ended December 31, 2019 and 2018 are NT$112,816 thousand and NT$110,906 thousand, respectively.

Defined benefits plan

The Company adopts a defined benefit plan in accordance with the Labor Standards Act of the R.O.C. The pension benefits are disbursed based on the units of service years and the average salaries in the last month of the service year. Two units per year are awarded for the first 15 years of services while one unit per year is awarded after the completion of the 15th year. The total units shall not exceed 45 units. Under the Labor Standards Act, the Company contributes an amount equivalent to 2% of the employees’ total salaries and wages on a monthly basis to the pension fund deposited at the Bank of Taiwan in the name of the administered pension fund committee.

179

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

The Ministry of Labor is in charge of establishing and implementing the fund utilization plan in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund. The pension fund is invested in-house or under mandation, based on a passive-aggressive investment strategy for long-term profitability. The Ministry of Labor establishes checks and risk management mechanism based on the assessment of risk factors including market risk, credit risk and liquidity risk, in order to maintain adequate manager flexibility to achieve targeted return without over-exposure of risk. With regard to utilization of the pension fund, the minimum earnings in the annual distributions on the final financial statement shall not be less than the earnings attainable from the amounts accrued from twoyear time deposits with the interest rates offered by local banks. Treasury Funds can be used to cover the deficits after the approval of the competent authority. As the Company does not participate in the operation and management of the pension fund, no disclosure on the fair value of the plan assets categorized in different classes could be made in accordance with paragraph 142 of IAS 19. The Group expects to contribute NT$0 to its defined benefit plan during the 12 months beginning after December 31, 2019.

As of December 31, 2019 and 2018, the maturities of Kinsus’ defined benefit plan are in 2037 and 2037.

Pension costs recognized in profit or loss are as follows.

Current service costs
Net interest of defined benefit liability (asset)
Past service cost
Settlement
Total
For theyear ended December 31, For theyear ended December 31,
2019
(NT$’000)
2018
(NT$’000)
58
302
-
-
58
415
-
-
360 473

Reconciliation of liability (asset) of the defined benefit plan is as follows.

Defined benefit obligation
Plan assets at fair value
Other non-current liabilities – net defined
benefit liability
As of
12/31/2019
(NT$’000)
145,786
(120,015)
25,771
12/31/2018
(NT$’000)
01/01/2018
(NT$’000)
135,711
(110,555)
129,761
(103,799)
25,156 25,962

180

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

Reconciliation of liability (asset) of the defined benefit liability is as follows.

1/1/2018
Current service cost
Interest cost
Past service cost and settlement
Total
Re-measurement on defined benefit
liability/assets:
Actuarial gain/loss due to change in
population statistic assumptions
Actuarial gain/loss due to change in
financial assumptions
Experience gain/loss
Re-measurement on defined benefit assets
Total
Benefits paid
Contributions by employer
Effect of exchange rate
12/31/2018
Current service cost
Interest cost
Pasts service cost and settlement
Total
Re-measurement on defined benefit
liability/assets:
Actuarial gain/loss due to change in
population statistic assumptions
Actuarial gain/loss due to change in
financial assumptions
Experience gain/loss
Re-measurement on defined benefit assets
Total
Benefits paid
Present value
of defined
benefit
obligation
(NT$’000)
Fair value of
plan assets
(NT$’000)
Net defined
benefit
liability(asset)
(NT$’000)
129,761
58
2,076
-
(103,799)
-
(1,661)
-
25,962
58
415
-
2,134
(1,931)
10,044
(2,324)
-
(1,661)
-
-
(2,477)
-
473
(1,931)
10,044
(4,801)
-
5,789 (2,477) 3,312
(1,973)
-
-
1,973
(4,591)
-
-
(4,591)
-
135,711
58
1,629
-
(110,555)
-
(1,327)
-
25,156
58
302
-
1,687
1,283
8,502
(1,397)
-
(1,327)
-
-
(3,661)
-
360
1,283
8,502
(5,058)
-
8,388 (3,661) 4,727
- - -

181

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)
Contributions by employer
Effect of exchange rate
12/31/2019
-
-
(4,472)
-
(4,472)
-
145,786 (120,015) 25,771

The actuarial assumptions used for the Company’s defined benefit plan are shown below.

Discount rate
Expected rate of salary increases
As of December 31,
2019
2018
0.87%
1.20%
3.00%
3.00%
2019
0.87%
3.00%

Sensitivity analysis

Discount rate increased by 0.5%
Discount rate decreased by 0.5%
Expected salary level increased by 0.5%
Expected salary level decreased by 0.5%
For theyear ended December 31, For theyear ended December 31, For theyear ended December 31, For theyear ended December 31,
2019
(NT$’000)
2018
(NT$’000)
Increase
in defined
benefit
obligation

Decrease
in defined
benefit
obligation

Increase
in defined
benefit
obligation

Decrease in
defined
benefit
obligation
-
14,220
13,839
-

(12,758)

-

-

(12,566)

-

13,713

13,391

-

(12,261)

-

-

(12,114)

For the purpose of sensitivity analysis above, the Company calculated the impact on defined benefit obligation due to a reasonable and feasible change of one single assumption (i.e. discount rate or expected salary level) with other assumptions remaining equal. Please note that the sensitivity analysis has its limitation due to the co-relation between different actuarial assumptions and the rarity that only one assumption changes at a time.

The method used in the analysis is consistent for both current and prior years.

(18) Equity

A. Common shares

As of December 31, 2019 and 2018, the Company’s authorized capital were NT$6,000,000 thousand and NT$5,500,000 thousand, respectively, each share at par value of NT$10,

182

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

divided into 600,000 thousand shares and 550,000 thousand shares, respectively. As of December 31, 2019 and 2018, the Company’s paid-in capital were NT$4,510,738 thousand and NT$4,508,410 thousand, respectively, divided into 451,074 thousand and 450,841 thousand shares, respectively. Each share represents a voting right and a right to receive dividends.

On January 29, 2018 and May 29, 2018, the Company’s board of directors and shareholders’ meetings resolved to increase the capital through an issuance of new 5,500,000 shares of restricted stock for employees. The application has been governmentally approved by FSC in the Order No. Financial-Supervisory-SecuritiesCorporate-1070324628 issued on July 10, 2018. The measurement date was at August 28, 2018, and issued 4,841 thousand shares of restricted stock for employees.

On February 18, 2019, the board of directors resolved to cancel restricted stock, and the amount of the capital reduction is NT$786 thousand. The measurement date was at March 17, 2019.

On April 29, 2019, the board of directors resolved to cancel restricted stock, and the amount of the capital reduction is NT$600 thousand. The measurement date was at May 2, 2019.

On July 29, 2019, the board of directors resolved to cancel restricted stock, and the amount of the capital reduction is NT$1,395 thousand. The measurement date was at August 1, 2019.

On October 28, 2019, the board of directors resolved to cancel restricted stock, and the amount of the capital reduction is NT$876 thousand. The measurement date was at October 30, 2019.

In addition, on February 18, 2019, the board of directors resolved to issue 659 thousand shares of restricted stock. The measurement date was at March 18, 2019 and issued 598 thousand shares of restricted stock.

As of December 31, 2019, the restricted stocks plan has expired while there were 33 thousand shares to be cancelled yet.

183

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

B. Capital surplus

Additional paid-in capital
Differences between equity purchase price and
carrying amount arising from actual acquisition
or disposal of subsidiaries
All changes in interests in subsidiaries
Change in joint ventures accounted for using equity
method
Shared-Based Payment
Restricted stocks for employees
Total
As of December 31, As of December 31,
2019
(NT$’000)
2018
(NT$’000)
5,959,846
50,925
529,959

7,484
8,371
81,157
5,887,857
50,925
38,894
7,484
8,371
147,411
6,637,742 6,140,942

According to Taiwan Company Act, the capital surplus shall not be used except for making good the deficit of the Company. When a company incurs no loss, it may distribute the capital surplus related to the income derived from the issuance of new shares at a premium or income from endowments received by the company up to a certain percentage of paidin capital. The said capital surplus could be distributed in cash to its shareholders in proportion to the number of shares being held by each of them. Capital surplus related to long-term equity investments cannot be used for any purpose.

C. Treasury stock

Treasury stock amounted to NT$332 thousand and NT$738 thousand, respectively, divided into 33 thousand shares, and 74 thousand shares, respectively, as of December 31, 2019, and 2018.

The movement schedule of treasury stock for the year ended December 31, 2019 and 2018 was as below (in thousand shares).

Purpose of repurchase
For the years ended December 31, 2019
Recover failed restricted stocks
For the years ended December 31, 2018
Recover failed restricted stocks
Beginning
balance
Addition

325

74
Decrease
Ending
balance
74
366

33
-
-

74

184

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

According to the Securities and Exchange Law of the R.O.C., total treasury stock shall not exceed 10% of the Company’s issued stock, and the total purchase amount shall not exceed the sum of the retained earnings, additional paid-in capital-premiums and realized additional paid-in capital. As such, the ceiling number of shares of treasury stock that the Company could hold as of December 31, 2019 were 45,107 thousand shares, with the maximum payments of NT$20,490,331 thousand.

In compliance with Securities and Exchange Law of the R.O.C., treasury stock should not be pledged, nor should it be entitled to voting rights or receiving dividends.

D. Appropriation of earnings and dividend policies

(a)Earning distribution

According to the Company’s Articles of Incorporation revised by the shareholders’ meetings on May 29, 2019, current year’s earnings, if any, shall be distributed in the following order:

  • a. Payment of all taxes and dues;

  • b. Offset prior years’ operation losses;

  • c. Set aside 10% of the remaining amount as legal reserve.

  • d. Set aside or reverse special reserve in accordance with law and regulations; and

  • e. The distribution of the remaining portion, if any, will be recommended by the Board of Directors and resolved in the shareholders’ meeting.

To authorize the distributable dividends and bonuses in whole may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.

(b)Dividend policies

The Company is in an industry with versatile environment. For long-term finance planning requirements and to meet the shareholders’ demand for cash, the Company’s dividend policy aims for steadiness and balancing. Shareholder extra dividend each year cannot be less than 10% of distributed surplus earnings and cash dividends distributed each year cannot be less than 10% of the gross amount of dividends.

185

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

(c)Legal reserve

According to the Company Act, legal reserve shall be set aside until such amount equal total authorized capital. Legal reserve can be used to offset deficits. If the Company does not incur any loss, the portion of legal reserve exceeding 25% of the paid-in capital may be distributed to shareholders by issuing new shares or by cash in proportion to the number of shares held by each shareholder.

(d)Special reserve

Following the adoption of Taiwan IFRS, the Company complies with Order No. JinGuan-Zheng-Fa 1010012865 issued by FSC on April 6, 2012. On the Company’s firsttime adoption of the Taiwan IFRS, for any unrealized revaluation gains and cumulative translation adjustments recorded under shareholders’ equity that the Company elects to transfer to retained earnings by application of the exemption under IFRS 1, an equal amount of special capital reserve shall be set aside. After the adoption of Taiwan IFRS for the preparation of financial statements, the Company shall set aside supplemental special reserve based on the difference between the amount already set aside according to the requirements in the preceding point and other net deductions from shareholders’ equity when appropriating distributable earnings. For any subsequent reversal of other net deductions from shareholders’ equity, the amount reserved may be distributed as earnings.

The Company did not incur any special reserve upon the first-time adoption of Taiwan IFRS.

  • (e)The appropriations of earnings for the Years 2019 and 2018 were approved through the Board of Directors’ meetings and shareholders’ meetings held on February 10, 2020 and May 29, 2019, respectively. The details of the distributions are as follows.
Legal reserve
Special reserve
Cash dividend
Total
Appropriation of earnings Appropriation of earnings Dividend per share
(in NT$)
Dividend per share
(in NT$)
2019
(NT$’000)
-
-
451,039
451,039
2018
(NT$’000)
2019 2018
34,949
22,707
676,261
1.00 1.50
733,917

186

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

Please refer to Note 6(23) for details on employees’ compensation and remuneration to directors and supervisors.

  • (19) Share-based payment plans

Restricted stocks plan for employees

  • A. On May 29, 2018, the shareholders’ meetings resolved to issue of 5,500 thousand shares of restricted stocks for employees. The grantee is limited to employees who meet certain conditions. The restricted stocks have been approved by the Securities and Futures Bureau. On July 30, 2018, the board of directors resolved to issue 4,947 thousand shares. The measurement date was at August 28, 2018 and total shares issued were 4,841 thousand. The unit market price as of the granted date was NT$49.1.

The employees who acquire the above shares can subscribe shares at the price of NT$10 per shares while the vesting conditions are as below.

Vesting conditions Proportion of
vested shares
Within one month starting
thegranted date
20%
April 25,2019 20%
September 25,2019 15%
April 25,2020 15%
September 25,2020 15%
April 25,2021 15%

Restriction on employee’s right after granted but before vested:

  • (a)The granted employee commit to the custodian institution, and shall not sell, pledge, transfer, donate, or dispose in any other ways, the right of restricted stocks before achieving the vesting conditions.

  • (b)After new shares of restricted stock are issued, the granted employee should immediately commit to the custodian institution, and not to ask the trustee to return the restricted stock in any other reasons or ways before achieving the vesting conditions.

187

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)
  • (c)The restricted stock for employees can participate in receiving dividends during the vesting period.

  • (d)The right to vote and elect in a shareholders’ meeting shall be executed by custodian institution in accordance with related regulations.

On August 28, 2018, the issuance of 4,841 thousand restricted shares for employees resulted in the increase of capital reserve employee stock option amounting to NT$184,530 thousand. The restricted stocks plan was invalidated as of December 31, 2019 and 379 thousand shares were recalled. As a result, capital reserve increased by NT$3,790 thousand and the unearned employee compensation was NT$24,955 thousand.

On March 18, 2019, the issuance of 599 thousand restricted shares for employees resulted in the increase of capital reserve employee stock option amounting to NT$19,396 thousand. The restricted stocks plan was invalidated as of December 31, 2019 and 20 thousand shares were recalled. As a result, capital reserve increased by NT$200 thousand and the unearned employee compensation was NT$3,637 thousand.

  • B. The expense recognized for employee services received is shown in the following table.
Total expense arising from equity-
settled share-based payment
transactions
For the year ended
December 31
For the year ended
December 31
2019
(NT$’000)
2018
(NT$’000)
80,477 82,525
  • C. The Company did not modify the share-based payment plan for the year ended December 31, 2019.

(20) Sale

For the year ended December 31,

Revenue from customer contracts
Sales of goods
Other operating revenue
Total
2019
(NT$’000)
2018
(NT$’000)
15,868,936
247,221
16,849,041
378,990
16,116,157 17,228,031

188

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

Analysis of revenue from contracts with customers during the year is as follows:

A. Disaggregation of revenue

For the year ended December 31, 2019

Sale of goods
Other
Total
The timing for revenue recognition:
At a point in time
For the year ended December 31, 2018
Sale of goods
Other
Total
The timing for revenue recognition:
At a point in time
IC Substrate
(NT$’000)
15,868,936
247,221
16,116,157
16,116,157

IC Substrate
(NT$’000)
16,849,041
378,990
17,228,031
17,228,031

B. Contract balances

  • (a) Contract liabilities – current
Sales of goods As of
12/31/2019
(NT$’000)
1,752
12/31/2018
(NT$’000)
1,082
01/01/2018
(NT$’000)
2,386

For the year ended December 31, 2019, contract liabilities increased because certain performance obligations included in the beginning contract liability balance were not satisfied and therefore recognized for unearned receipts.

189

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

(21) Expected credit losses/ (gains)

Operating expenses – Expected credit losses/(gains)
Account receivables
For theyear ended December 31, For theyear ended December 31,
2019
(NT$’000)
(2,657)
2018
(NT$’000)
3,782

Please refer to Note 12 for more details on credit risk.

The Company measured the impairment against the other receivables reclassified from accounts receivable due to factoring agreements mainly based on the expected credit loss for 12 months of the counter-party financial institutions. As of December 31, 2019, there was no other receivables pastdue. Furthermore, the Company assessed the related expected credit loss to be insignificant because the counter-party financial institutions are of good credit condition.

The Company measures the loss allowance of its contract assets and trade receivables (including note receivables and trade receivables) at an amount equal to lifetime expected credit losses. The assessment of the Company’s loss allowance as of December 31, 2019 and 2018 are as follow:

  • A. The Company needs to condsider the companying of trade receivables by counter-parties’ credit rating, by geographical region and by industry sector and its loss allowance is measured by using a provision matrix. Details are as follow:
December 31, 2019
Gross carrying amount
Loss ratio
Lifetime expected credit losses
Carrying amount of trade
receivables
Not past due
(Note)
(NT$’000)
Past due Past due Total
(NT$’000)
<=30 days
(NT$’000)
31-60 days
(NT$’000)
61-90 days
(NT$’000)
91-120 days
(NT$’000)
2,320,976
-%
377,152

5%
32,915

15%

-

30%
-

50%
2,731,043

-
(18,858) (4,937) -
-
(23,795)
2,320,976 358,294 27,978
-

-
2,707,248

190

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)
December 31, 2018
Gross carrying amount
Loss ratio
Lifetime expected credit losses
Carrying amount of trade
receivables
Not past due
(Note)
(NT$’000)
Past due Past due Total
(NT$’000)
<=30 days
(NT$’000)
31-60 days
(NT$’000)
61-90 days
(NT$’000)
91-120 days
(NT$’000)
2,386,712
-%
345,420

5%
60,564

15%

323

30%

-

50%
2,793,019

-
(17,271) (9,084) (97) - (26,452)
2,386,712 328,149 51,480
226

-
2,766,567

Note: all the Company’s note receivables were not past due.

  • B. The movement in the provision for impairment of note receivables,and trade receivables during the years ended December 31,2019 and 2018 are as follows:
Beginning balanceas of January 1, 2019
Addition/(reversal) for the current period
Ending balanceas ofDecember 31, 2019
Beginning balanceas of January 1, 2018
(in accordance with IAS 39)
Transition adjustment to retained earnings
as of January 1, 2018
Beginning balance as of January 1, 2018
(in accordance with IFRS 9)
Addition/(reversal) for the current period
Ending balanceas of December 31, 2018
Note receivables
(NT$’000)
Account receivables
(NT$’000)
-
-
26,452
(2,657)
- 23,795
Note receivables
(NT$’000)
Account receivables
(NT$’000)
-
-
22,670
-
-
-
22,670
3,782
- 26,452

(22) Operating lease

  • A. Company as a lessee (applicable to the disclosure requirement under in IFRS 16)

The Company leases various properties, including real estate such as land and buildings, transportation equipment. These leases have terms of between 1 and 3 years. The Company may not allow to privately lend, sublease, sell, use by others in other disguised form, or transfer the lease to another person.

191

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

The Company’s leases effect on the financial position, financial performance and cash flows are as follow:.

  • (a) Income and costs relating to leasing activities
The expense relating to short-term
leases (rent expenses)
For theyear ended December 31, For theyear ended December 31,
2019
(NT$’000)
(12,822)
2018
(Note)
(NT$’000)

Note: The Company adopted IFRS 16 since January 1, 2019. The Company elected not to restate prior periods in accordance with the transition provision in IFRS 16.

The portfolio of short-term leases of the Company to which it is committed at the end of the reporting period is dissimilar to the portfolio of short-term leases to which the short-term lease expense disclosed above and the amount of its lease commitments is NT$0.

  • (b) Cash outflow relating to leasing activities

During the year ended December 31, 2019, the Company’s total cash outflow for leases amounting to NT$12,822 thousand.

  • B. Operating lease commitments - Company as lessee (applicable to the disclosure requirement in IAS 17)

The Company has entered commercial leases on buildings and plants. These leases have an average life of one to three years with no renewal option included in the contracts. There are no restrictions placed upon the Company under these leases.

192

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

Future minimum rentals payable under non-cancellable operating leases as of December 31, 2019 and 2018 are as follows:

Less than one year
More than one year but less than five years
Total
As of December 31, As of December 31,
2019
(Note)
(NT$’000)
2018
(NT$’000)
35,316
-
35,316

Operating lease expenses recognized are as follows:

Minimum lease payment For theyear ended December 31, For theyear ended December 31,
2019
(Note)
(NT$’000)
2018
(NT$’000)
15,752

Note: The Company adopted IFRS 16 since January 1, 2019. The Company elected not to restate prior periods in accordance with the transition provision in IFRS 16.

  • C. Company as a lessor (applicable to the disclosure requirement in IFRS 16)

The Company has entered leases on plants. These leases have an average life of one to three years. These leases are classified as operating leases as they do not transfer substantially all the risks and rewards incidental to ownership of underlying assets.

Lease income for operating leases
Income relating to fixed lease payments
For theyear ended December 31, For theyear ended December 31,
2019
(NT$’000)
47,438
2018
(Note)
(NT$’000)

Note: The Company adopted IFRS 16 since January 1, 2019. The Company elected not to restate prior periods in accordance with the transition provision in IFRS 16.

193

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

For operating leases entered by the Company, the undiscounted lease payments to be received and a total of the amounts for the remaining years as of December 31, 2019 are as follow:

Less than one year
More than one year but less than five years
Total
As of December 31, As of December 31,
2019
(NT$’000)
42,379

77,694
120,073
2018
(Note)
(NT$’000)

Note: The Company adopted IFRS 16 since January 1, 2019. The Company elected not to restate prior periods in accordance with the transition provision in IFRS 16.

  • D. Operating lease commitments - Company as lessor (applicable to the disclosure requirement in IAS 17)

The Company has entered leases on plants. These leases have an average life of one to three years.

Future minimum rentals receivable under non-cancellable operating leases as of December 31, 2019 and 2018 are as follows:

Less than one year As of December 31, As of December 31,
2019
(Note)
(NT$’000)
2018
(NT$’000)
35,316

For the year ended December 31, 2018, rent incomes of the Company amounted to NT$45,364 thousand.

Note: The Company adopted IFRS 16 since January 1, 2019. The Company elected not to restate prior periods in accordance with the transition provision in IFRS 16.

194

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)
  • (23) Summary statement of employee benefits, depreciation and amortization by function is as follows.

Function
Nature

2019
(NT$’000)

2019
(NT$’000)

2019
(NT$’000)
2018
(NT$’000)
2018
(NT$’000)
Cost of
goods sold
Operating
expense
Total Cost of
goods sold

Operating
expense
Total
Employee benefit
Salaries & wages 2,415,607
515,536
2,931,143 2,489,134
400,377
2,889,511
Labor and health insurance 231,487
38,460
269,947
222,349

40,201
262,550
Pension 91,901
21,275
113,176
90,093

21,286
111,379
Directors’ remuneration -
-
-
-

3,592
3,592
Other employee benefit 133,196
30,951
164,147
134,100

32,661
166,761
Depreciation 3,026,384
209,634
3,236,018 2,603,486
371,478
2,974,964
Amortization -
31,765
31,765
-

18,663
18,663
  • Note 1 : The headcounts of the Company amounted to 4,957 and 4,978, respectively, as of December 31, 2019 and 2018. Among the Company’s directors, there were 6 who were not the employees.

  • Note 2 Companies who have been listed on Taiwan Stock Exchange or Taiwan Over – The Counter Securities Exchange should disclose the following information:

  • (1) Average employee benefits of 2019 and 2018 are NT$703 thousand and NT$690 thousand, respectively.

  • (2) Average salaries of 2019 and 2018 are NT$592 thousand and NT$581 thousand, respectively.

  • (3) Change in average salaries are 2%.

According to the resolution, not lower than 10% of profit of the current year is distributable as employees’ compensation and no higher than 1% of profit of the current year is distributable as remuneration to directors and supervisors. However, the Company’s accumulated losses shall have been covered.

The Company may, by a resolution adopted by a majority vote at a meeting of Board of Directors attended by two-thirds of the total number of directors, have the profit distributable as employees’ compensation in the form of shares or in cash; and in addition, thereto a report of such distribution is submitted to the shareholders’ meeting. Information on the Board of Directors’ resolution regarding the employees’ compensation and remuneration to directors

195

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

and supervisors can be obtained from the “Market Observation Post System” on the website of the TWSE.

For the year ended December 31, 2019, the Company incurred accumulated loss and therefore did not to accrue the employees’ compensation and remuneration to directors and supervisors.

Based on profitibility and following the rule of not lower than 10% and not higher than 1%, the Company incurred the employees’ compensation and the remuneration to directors and supervisors, respectively, for the year ended December 31, 2018 and recorded them as employee benefits. As such, employees’ compensation and remuneration to directors and supervisors for the year ended December 31, 2018 amounted to NT$ 55,074 thousand and NT$ 3,352 thousand, respectively. The employees’ compensation and remuneration to directors and supervisors were recognized as salaries.

The Company’s Board has determined the employees’ compensation and directors’ remuneration, all in cash, to be NT$55,074 thousand and NT$3,352 thousand, respectively, in a meeting held on February 18, 2019. No material differences exist between the estimated amount and the actual distribution of the employee compensation and remuneration to directors and supervisors for the year ended December 31, 2018.

(24) Non-operating incomes and expenses

A. Other incomes

Interest income
Financial assets measured at amortized cost
Other incomeothers
Total
For theyear ended December 31, For theyear ended December 31,
2019
(NT$’000)
49,256
112,135
161,391
2018
(NT$’000)
47,973
157,728
205,701

196

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

B. Other gains and losses

Gain from disposal of property, plant and
equipment
Foreign exchange gain (loss), net
Gain of financial assets at fair value through
profit or loss
Other expenses
Total
Finance costs
Interests due to bank loans
For theyear ended December 31, For theyear ended December 31,
2019
(NT$’000)
2018
(NT$’000)
12,942
(2,688)
5,553
(559)
724
5,197
5,200
(652)
15,248 10,469

C. Finance costs

(25) Components of other comprehensive income (OCI)

For the year ended December 31, 2019

Arising Reclassification Income tax during the during the benefit OCI, period period Subtotal (expense) Net of tax (NT$’000) (NT$’000) (NT$’000) (NT$’000) (NT$’000) Not reclassified to profit or loss: Actuarial gains or losses on (4,727) - (4,727) - (4,727) defined benefits plan

May be reclassified to profit or loss in

subsequent period:

Share of other

comprehensive income of subsidiaries, associates, and joint ventures accounted for using the equity method

197

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp.

Notes to Parent-Company-Only Financial Statements (Continued)

Exchange differences
arising on translation of
foreign operations
(83,021)
Total OCI
(87,748)
For the year ended December 31, 2018
Arising
during the
period
(NT$’000)
Not reclassified to profit or
loss:
Actuarial gains or losses on
defined benefits plan
May be reclassified to
profit or loss in
subsequent period:
Share of other
comprehensive income
of subsidiaries,
associates, and joint
ventures accounted for
using the equity method
(3,312)
Exchange differences
arising on translation of
foreign operations
(22,706)
Total OCI
(26,018)
(83,021)
-
(83,021) -
-
Income tax
benefit
(expense)
(NT$’000)
-
-
-
(83,021)
(87,748) - (87,748) (87,748)
Reclassification
during the
period
(NT$’000)

Subtotal
(NT$’000)
OCI,
Net of tax
(NT$’000)
(3,312)
(22,706)
-

-
(3,312)
(22,706)
(3,312)
(22,706)
(26,018) - (26,018) (26,018)

(26) Income tax

Based on an amendment to the Income Tax Act announced on February 7, 2018, the Company’s applicable corporate income tax rate changes from 17% to 20% and the surtax rate on undistributed earnings from 10% to 5% effective the year of 2018.

198

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)
  • A. The major components of income tax expense (income) are as follows:

Income tax expense (benefit) recognized in profit or loss

Current income tax expense (benefit):
Current income tax expense
Reversal of uncertain tax position upon
finalization
Deferred tax expense (benefit):
Deferred tax expense (benefit) relating to
origination and reversal of temporary
differences
Deferred tax benefit relating to changes in
tax rate or the imposition of new taxes
Total income tax expense (benefit)
For theyear ended December 31, For theyear ended December 31,
2019
(NT$’000)
2018
(NT$’000)
-
-
(349)
-
72,943
(121,226)
142,510
(21,244)
(349) 72,983
  • B. A reconciliation between tax expense and the product of accounting profit multiplied by applicable tax rates is as follows:
Accounting profit (loss) before tax from
continuing operations
Tax payable at the enacted tax rates
Tax effect of income tax-exempted
Tax effect of deferred tax assets/liabilities
Reversal of uncertain tax position upon
finalization
Total income tax recognized in profit or loss
For theyear ended December 31, For theyear ended December 31,
2019
(NT$’000)
2018
(NT$’000)
(2,025,681) 422,468
(405,136)
5,610
399,177
-
84,494
(20,892)
31,397
(22,016)
(349) 72,983

199

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

C. Deferred tax assets (liabilities) relate to the following.

For the year ended December 31, 2019

Temporary differences
Prepaid appreciation tax on
agricultural land
Unrealized exchange loss (gain)
Deferred tax income/ (expense)
Net deferred tax assets/(liabilities)
Reflected in balance sheet as
follows:
Deferred tax assets
Deferred tax liabilities
Beginning
balance as of
January 1, 2019
(NT$’000)
Deferred tax
income (expense)
recognized in
profit or loss
(NT$’000)
-
349
349
Deferred tax
income (expense)
recognized in
other
comprehensive
income
(NT$’000)
-
-
-
Ending balance
as of December
31, 2019
(NT$’000)
9,593
(886)
9,593
(537)
8,707 9,056
9,593 9,593
(886) (537)

For the year ended December 31, 2018

Temporary differences
Prepaid appreciation tax on
agricultural land
Inventory valuation losses
Unrealized exchange loss (gain)
Deferred tax income/ (expense)
Net deferred tax assets/(liabilities)
Beginning
balance as of
January 1, 2018
(NT$’000)
Deferred tax
income (expense)
recognized in
profit or loss
(NT$’000)
Effect of tax rate
change
(NT$’000)
-
21,393
(149)
21,244
Deferred tax
income (expense)
recognized in
other
comprehensive
income
(NT$’000)
-
-
-
-
Ending balance
as of December
31, 2018
(NT$’000)
9,593
121,226
(846)
-
(142,619)
109
9,593
-
(886)
129,973 (142,510) 8,707

200

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)
Reflected in balance sheet as
follows:
Deferred tax assets
Deferred tax liabilities
130,819
(846)
9,593
(886)
  • D. Unrecognized deferred tax assets

As of December 31, 2019 and 2018, deferred tax assets that have not been recognized as they may not be used to offset future taxable income amounted to NT$1,154,493 thousand and NT$755,316 thousand, respectively.

  • E. The Company’s tax filings up to 2017 were finalized as of December 31, 2019.

  • F. As of December 31, 2019, the Company’s unused balance of deductible net operating loss was listed as following

Occurrenceyear Unused balance Expiration Year
2019 (estimated) 2,023,410 2029
  • (27) Earnings per share

Basic earnings per share is calculated by dividing net profit for the year attributable to the common shareholders of the parent entity by the weighted average number of common shares outstanding during the year.

Diluted earnings per share are calculated by dividing the net profit attributable to ordinary equity holders of the parent entity (after adjusting any influences) by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

  • A. Basic earnings per share

For the year ended December 31,

Net income (loss) available to common
shareholders of the parent (NT$’000)
Weighted average number of common shares
outstanding (in thousand shares)
Basic earnings (loss) per share (in NT$)
2019 2018
(2,025,332) 349,485
447,963 446,255
(4.52) 0.78

201

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

B. Diluted earnings per share

Net income (loss) available to common
shareholders of the parent (NT$’000)
Net income (loss) available to common
shareholders of the parent after dilution
(NT$’000)
Weighted average number of common shares
outstanding (in thousand shares)
Effect of dilution:
Employee bonus (compensation) – stock (in
thousand shares)
Restricted stocks (in thousand shares)
Weighted average number of common shares
outstanding after dilution (in thousand
shares)
Diluted earnings (loss) per share (in NT$)
For theyear ended December 31, For theyear ended December 31,
2019 2018
(2,025,332) 349,485
(2,025,332) 349,485
447,963
(Note)
(Note)
446,255
1,779
362
447,963 448,396
(4.52) 0.78

Note: It is not applicable due to anti-dilutive effect.

No other transactions that would significantly change the outstanding common shares or potential common shares incurred during the period subsequent to reporting date and up to the approval date of financial statements.

7. RELATED PARTY TRANSACTIONS

  • (1)Deal with related parties as of the end of the reporting period

Related parties and Relationship

Relatedparties Relationship
Pegatron Corporation

KINSUS CORP. (USA)

KINSUS INTERCONNECT TECHNOLOGY SUZHOU CORP.
PIOTEK (H.K.) TRADING LIMITED

PIOTEK COMPUTER (SUZHOU) CO., LTD.

XIANG-SHOU (SUZHOU) TRADING LIMITED
Parent company
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary

202

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

PEGAVISION CORPORATION Subsidiary FuYang Technology Corp. Associate AzureWave Technologies (Shanghai) Inc. Other related party AzureWave Technologies, Inc Other related party

  • (2)Significant transactions with related parties

A.Sales

Subsidiaries
Other related parties
Total
For theyear ended December 31, For theyear ended December 31,
2019
(NT$’000)
2018
(NT$’000)
42,104
1,363
18,659
4,302
43,467 22,961

Selling prices and collection terms to related parties are similar to those to third party customers for the years ended December 31, 2019 and 2018. The collection terms are 30 to 90 days from the end of delivery month by telegraphic transfer.

B.Purchases

Subsidiaries For theyear ended December 31, For theyear ended December 31,
2019
(NT$’000)
2018
(NT$’000)
2,181,488 2,228,772

The product specification of goods purchased from related parties in the year ended December 31, 2019 and 2018, differed from those purchased from other vendors. Thus, transaction prices are not comparable. The payment terms for related parties and nonrelated parties are 30 days and 30 to 90 days, respectively, from the end of delivery month by telegraphic transfer.

  • C.The Company recognized commission expenses amounting to NT$40,818 thousand and NT$40,794 thousand, respectively, for the years ended December 31, 2019 and 2018 due to delegating its subsidiaries for marketing.

  • D. For the years ended December 31, 2019 and 2018, the Company recognized travelling of NT$243 thousand and NT$201 thousand, respectively, for commissioning subsidiaries to handle travelling logistics.

203

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)
  • E. For the years ended December 31, 2019 and 2018, the Company recognized operating expense of NT$2,565 thousand and NT$2,612 thousand, respectively, due to subcontracting maintenance and repair on factories to its associate.

  • F. The Company’s subcontracting fees to its subsidiaries amounted to NT$52 thousand for the years ended December 31, 2018.

  • G. The Company charged its subsidiaries for providing technology support in amount of NT$2,461 thousand and NT$2,374 thousand, recorded under the caption of other nonoperating incomes, for the years ended December 31, 2019 and 2018, respectively.

  • H. For the years ended December 31, 2019 and 2018, the Company recognized operating expenses of NT$28 thousand and NT$3,992 thousand, respectively for services provided by the Parent.

  • I.The Company recognized other incomes in amount of NT$18,271 thousand and NT$14,191 thousand for the years ended December 31, 2019 and 2018, respectively, due to selling tools and spare parts to its subsidiaries.

  • J. For the years ended December 31, 2019 and 2018, the Company recognized rent income of NT$43,660 thousand and NT$43,666 thousand, respectively, for plants leased to associate.

  • K. For the years ended December 31, 2019 and 2018, the Company recognized other income of NT$23,235 thousand and NT$19,823 thousand, respectively, for utility bills paid for associate.

  • L. For the year ended December 31, 2019, the Company recognized expenses of NT$77 thousand for services provided by the subsidiaries.

M.Accounts receivable - related parties

Subsidiaries
Other related parties
Total
Less: loss allowance
Net
As of December 31, As of December 31,
2019
(NT$’000)
-
151
151
-
151
2018
(NT$’000)
198
933
1,131
-
1,131

204

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

N.Salaries and rewards to key management of the Company

Short-term employee benefits
Post-employee benefits
Total
For theyear ended December 31,
2019
(NT$’000)
2018
(NT$’000)
41,144
56,883
787
756
41,931
57,639
For theyear ended December 31,
2019
(NT$’000)
2018
(NT$’000)
41,144
56,883
787
756
41,931
57,639
2018
(NT$’000)
56,883
756
57,639

O.Other receivables

Associates
Subsidiaries
Total
As of December 31,
2019
(NT$’000)
2018
(NT$’000)
5,671
5,492
235,816
26,235
241,487
31,727
As of December 31,
2019
(NT$’000)
2018
(NT$’000)
5,671
5,492
235,816
26,235
241,487
31,727
2018
(NT$’000)
5,492
26,235
31,727

P.Account payable- related parties

Subsidiaries As of December 31, As of December 31,
2019
(NT$’000)
240,392
2018
(NT$’000)
163,500

Q.Accrued expenses

Associates
Subsidiaries
Total
As of December 31, As of December 31,
2019
(NT$’000)
446
3,426
3,872
2018
(NT$’000)
447
3,403
3,850

205

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)
  • R.Detail of selling property, plant and equipment to related parties for the years ended December 31, 2019 and 2018 was as follow.

Variety
2019
Machinery
2018
Machinery
Relatedparties
Carrying
Value
Price

285,972

15,687
Gain on
disposal
Reference
basis for
price
decision
Subsidiaries
Subsidiaries

247,416
38,556
Bidding


Bidding

14,729
(Note)
958

Note: The gains were recorded as unrealized profits.

  • S. The Company provided endorsement in amount of NT$458,694 thousand and NT$469,940 thousand for its subsidiaries’ loans as of December 31. 2019 and 2018, respectively. The endorsement was not recorded in financial statements due to its nature of contingency.

  • PLEDGED ASSETS

None.

  1. SIGNIFICANT CONTINGENCIES AND UNRECOGNIZED CONTRACT COMMITMENTS

  2. (1) The Company’s unused letters of credit (LC) as of December 31, 2019 were as follows:

Currency
JPY
USD
EUR
LC Amount(in thousand)

JPY
1,029,071
USD
3,293
EUR
29
Security (in thousand)
-
-
-
  • (2) Detail of significant constructions in progress and outstanding contracts of property, plant and equipment as of December 31, 2019 was as follow.
Nature of Contract
Machinery and
construction contracts
Contract
Amount
(NT$’000)
1,616,039
Amount Paid
(NT$’000)
1,168,258
Outstanding
Balance
(NT$’000)
447,781

206

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

10. SIGNIFICANT DISASTER LOSS

None.

11. SIGNIFICANT SUBSEQUENT EVENT

None.

12. OTHERS

  • (1) Categories of financial instruments

Financial assets

Financial assets at fair value through profit or loss:
Mandatorily measured at fair value through P/L
Financial assets measured at amortized cost
Total
As of December 31, As of December 31,
2019
(NT$’000)
1,010,888
12,450,022
13,460,910
2018
(NT$’000)
1,005,355
12,163,357
13,168,712

Financial liabilities

Financial liabilities measured at amortized cost:
Short-term loans
Payables
Long-term loans (including current portion)
Total
As of December 31, As of December 31,
2019
(NT$’000)
2,767,987
3,314,693
2,934,125
9,016,805
2018
(NT$’000)
2,136,671
3,485,860
2,565,625
8,188,156
  • (2) Objectives and policies of financial risk management

The Company’s principal financial risk management objective is to manage the market risk, credit risk and liquidity risk related to its operating activates. The Company identifies, measures, and manages the aforementioned risks based on its policy and risk preferences.

207

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

The Company has established appropriate policies, procedures and internal controls for financial risk management. Before entering into significant transactions, due approval process by the Board of Directors and Audit Committee must be carried out based on related protocols and internal control procedures. The Company complies with its financial risk management policies at all times.

(3) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of the changes in market prices. Market risk comprises currency risk, interest rate risk and other price risk (e.g. equity instruments).

In practice, it is rarely the case that a single risk variable will change independently from other risk variables. There are usually interdependencies between risk variables. However, the sensitivity analysis disclosed below does not take into account the interdependencies between risk variables.

Foreign currency risk

The Company’s exposure to foreign currency risk relates primarily to the Company’s operating activities (when revenue or expense are denominated in a different currency from the Company’s functional currency) and the Company’s net investments in foreign operations.

The Company has certain foreign currency receivables denominated in the same foreign currency as certain foreign currency payables, therefore natural hedge is achieved. Thus, hedge accounting is not adopted.

The foreign currency sensitivity analysis of the possible change in foreign exchange rates on the Company’s profit/loss and equity is performed on significant monetary items denominated in foreign currencies as of the reporting period-end. The Company’s foreign currency risk is mainly related to volatility in the exchange rates of US dollars. It is stated as follows:

If NT dollars appreciates/depreciates against US dollars by 1%, the net income (loss) for the years ended December 31, 2019 and 2018 would decrease/increase by NT$6,692 thousand and NT$4,778 thousand, respectively.

208

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to interest rate risk relates primarily to the Company’s investments with variable interest rates and loans with fixed and variable interest rates, which are all categorized as loans and receivables.

The interest rate sensitivity analysis is performed on items exposed to interest rate risk as of the end of the reporting period and presumed to be held for one accounting year, including investments and loans with variable interest rates. If interest rate increases/decreases by 0.1%, the net income (loss) for the years ended December 31, 2019 and 2018 would decrease/increase by NT$4,404 thousand and NT$3,264 thousand, respectively.

(4) Credit risk management

Credit risk is the risk that counterparty will not meet its obligations under a contract and result in a financial loss. The Company is exposed to credit risk from operating activities (primarily for accounts and notes receivable) and financing activities (primarily for bank deposits and other financial instruments).

Customer credit risk is managed by each business unit subject to the Company’s established policy, procedures and control relating to customer credit risk management. Credit risk of all customers are assessed based on a comprehensive review of the customers’ financial status, credit ratings from credit institutions, past transactions, current economic conditions and the Company’s internal credit ratings. The Company also employs some credit enhancement instruments (e.g. prepayment or insurance) to reduce certain customers’ credit risk.

As of December 31, 2019 and 2018, receivables from the top ten customers were accounted for 65.52% and 51.99% of the Company’s total accounts receivable, respectively. The concentration of credit risk is relatively not significant for the remaining receivables.

Credit risk from balances with banks, fixed-income securities and other financial instruments is managed by the Company’s finance division in accordance with the Company’s policy. The counterparties that the Company transacts with are determined by internal control procedures. They are banks with fine credit ratings and financial institutions, corporate and government agencies with investment-grade credit ratings. Thus, there is no significant default risk. Consequently, there is no significant credit risk for these counter parties.

209

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

The Company adopted IFRS 9 to assess the expected credit losses since 1 January 2018. Except for the loss allowance of trade receivables is measured at lifetime expected credit losses, the remaining debt instrument investments which are not measured at fair value through profit or loss, low credit risk for these investments is a prerequisite upon acquisition and by using their credit risk as a basis for the distinction of categories.

Financial assets are written off when there is no realistic prospect of future recovery (the issuer or the debtor is in financial difficulties or bankruptcy).

(5) Liquidity risk management

The Company maintains financial flexibility through the use of cash and cash equivalents, highly-liquid marketable securities, bank loans, etc. The table below summarizes the maturity profile of the Company’s financial liabilities based on the contractual undiscounted payments and contractual maturity. The payment amount includes the contractual interest. The undiscounted interest payment relating to borrowings with variable interest rates is extrapolated based on the estimated yield curve as of the end of the reporting period.

Non-derivative financial instruments

Less than 1
year
(NT$’000)
As of December 31, 2019
Loans
3,888,110
Payables
3,314,693
As of December 31, 2018
Loans
2,780,044
Payables
3,485,860
Less than 1
year
(NT$’000)
1 to 2 years
(NT$’000)
2 to 3 years
(NT$’000)
3 to 4 years
(NT$’000)
4 to 5 years
(NT$’000)
More than
5 years
(NT$’000)
Total
(NT$’000)
874,317
-
1,039,533
-

335,420

-

828,299

-

170,614

-

164,877

-

182,134

-

-

-

360,718



-

-
5,811,313
3,314,693
4,812,753
3,485,860

210

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)
  • (6) Movement schedule of liabilities arising from financing activities

Movement schedule of liabilities for the year ended December 31, 2019:

As of January 1, 2019
Cash flows
As of December 31, 2019
Short-term
borrowings
(NT$’000)
Long-term
borrowings
(NT$’000)
Refundable
deposits
(NT$’000)
Total liabilities from
financing activities
(NT$’000)
2,136,671
631,316
2,565,625
368,500
-
-
4,702,296
999,816
2,767,987 2,934,125 - 5,702,112

Movement schedule of liabilities for the year ended December 31, 2018:

As of January 1, 2018
Cash flows
As of December 31, 2018
Short-term
borrowings
(NT$’000)
Long-term
borrowings
(NT$’000)
Refundable
deposits
(NT$’000)
Total liabilities from
financing activities
(NT$’000)
2,263,117
(126,446)
1,655,712
909,913
2,000
(2,000)
3,920,829
781,467
2,136,671 2,565,625 - 4,702,296
  • (7) Fair values of financial instruments

  • A. The evaluation methods and assumptions applied in determining the fair value

Fair value is the price that would be received to sell a financial asset or paid to transfer a financial liability in an orderly transaction between willing market participants (not under coercion or liquidation). The following methods and assumptions are used by the Company in estimating the fair values of financial assets and liabilities:

  • (a) The carrying amount of cash and cash equivalents, receivables, payables and other current liabilities approximate their fair value due to their short maturity terms.

  • (b) For financial assets and liabilities traded in an active market with standard terms and conditions, their fair value is determined based on market quotation price (e.g. listed stocks and bonds).

  • (c) Fair value of equity instruments without active markets (including listed companies’ shares from private placement, stocks of public companies not traded in an active market and unlisted stocks) are estimated using the market approach. Under the

211

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

approach, factors, such as the trading prices of comparable equity instruments in an active market, and other relevant information (i.e. discount due to lack of liquidity, stock price-to-earning ratio (PER) and price-to-book ratio (PBR) of similar companies) are input into the pricing model for its fair value.

  • (d) The fair value of derivatives which are not options and without market quotations, is determined based on the counterparty prices or discounted cash flow analysis using interest rate yield curve for the contract period. Fair value of option-based derivative financial instruments is obtained using on the counterparty prices or appropriate option pricing model (for example, Black-Scholes model) or other valuation method (for example, Monte Carlo Simulation).

  • B. Fair value of financial instruments measured at amortized cost

The carrying amount of the Company’s financial assets and liabilities measure at amortized cost approximates their fair value.

  • C. Fair value measurement hierarchy for financial instruments

Please refer to Note 12(8) for fair value measurement hierarchy for financial instruments of the Company.

  • (8) Fair value measurement hierarchy

  • A. Fair value measurement hierarchy

All asset and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, based on the lowest level input that is significant to the fair value measurement as a whole. Level 1, 2 and 3 inputs are described as follows:

Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities that the entity can access at the measurement date

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

Level 3 – Unobservable inputs for the asset or liability

212

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization at the end of each reporting period.

  • B. Fair value measurement hierarchy of the Company’s assets and liabilities

The Company does not have assets that are measured at fair value on a non-recurring basis. Fair value measurement hierarchy of the Company’s assets and liabilities measured at fair value on a recurring basis is as follows.

As of December 31, 2019

Financial assets:
Financial assets at fair value through
profit or loss
Funds
Financial liabilities:
None
As of December 31, 2018
Financial assets:
Financial assets at fair value through
profit or loss
Funds
Financial liabilities:
None
Level 1
(NT$’000)
Level 2
(NT$’000)
Level 3
(NT$’000)
Total
(NT$’000)
1,010,888
Level 1
(NT$’000)

-
Level 2
(NT$’000)

-
Level 3
(NT$’000)
1,010,888
Total
(NT$’000)
1,005,335
-

-
1,005,335

As of December 31, 2018

Transfers between Level 1 and Level 2 during the period

For the years ended December 31, 2019 and 2018, there were no transfers between Level 1 and Level 2 fair value hierarchy.

213

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

Reconciliation for fair value measurements in Level 3 of the fair value hierarchy

During the year ended December 31, 2019, there was not movement of fair value measurements.

  • (9) Significant financial assets and liabilities denominated in foreign currencies

Information regarding the Company’s significant financial assets and liabilities denominated in foreign currencies was listed below. (In Thousands)

Foreign
Currencies
($’000)
Financial assets
Monetary items:
USD
98,199

Non-monetary item:
USD
64,113

Financial liabilities
Monetary items:
USD
75,654
As of December 31, As of December 31, NTD
(NT$’000)
2,638,716
2,173,461
2,156,136
2019 2018
Exchange
Rate
29.98
29.98
29.98
NTD
(NT$’000)
Foreign
Currencies
($’000)
Exchange
Rate
30.715
30.715
30.715
2,944,000
1,922,113
2,268,080

85,910

70,762

70,198

The above information is disclosed based on the carrying amount of foreign currency (after being converted to functional currency).

Foreign exchange gain/loss on monetary financial assets and liabilities is shown as below.

Foreign currency
resultingin exchangegain or loss
USD
Other
For theyear ended December 31, For theyear ended December 31,
2019
(NT$’000)
(4,681)
1,993
2018
(NT$’000)
2,232
2,965

214

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

(10) Capital management

The primary objective of the Company’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value. The Company manages and adjusts its capital structure in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust dividend payment to shareholders, return capital to shareholders or issue new shares.

13. ADDITIONAL DISCLOSURES

(1) Information on significant transactions

  • A. Financing provided to others: None.

  • B. Endorsement/Guarantee provided to others: Please refer to attachment 1.

  • C. Marketable securities held as of December 31, 2019 (excluding investments in subsidiaries, associates and joint ventures): Please refer to attachment 2.

  • D. Individual securities acquired or disposed of with accumulated amount of at least NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2019: None.

  • E. Acquisition of individual real estate with amount of at least NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2019: Please refer to attachment 3.

  • F. Disposal of individual real estate with amount of at least NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2019: None.

  • G. Related party transactions with purchase or sales amount of at least NT$100 million or 20 percent of the paid-in capital for the year ended December 31, 2019: Please refer to attachment 4.

  • H. Receivables from related parties of at least NT$100 million or 20 percent of the paid-in capital as of December 31, 2019: None.

  • I. Derivative instrument transactions: None.

(2) Information on investees

  • A. Investees over whom the Company exercises significant influence or control (excluding investees in Mainland China): Please refer to attachment 5.

215

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)
  • B. Investees over which the Company exercises control shall be disclosed of information under Note 13(1):

  • (a) Financing provided to others: None.

  • (b) Endorsement/Guarantee provided to others: None.

  • (c) Marketable securities held as of December 31, 2019 (excluding investments in subsidiaries, associates and joint ventures): Please refer to attachment 6.

  • (d) Individual securities acquired or disposed of with accumulated amount of at least NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2019: Please refer to attachment 7.

  • (e) Acquisition of individual real estate with amount of at least NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2019: Please refer to attachment 8.

  • (f) Disposal of individual real estate with amount of at least NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2019: None.

  • (g) Related party transactions with purchase or sales amount of at least NT$100 million or 20 percent of the paid-in capital for the year ended December 31, 2019: Please refer to attachment 9.

  • (h) Receivables from related parties of at least NT$100 million or 20 percent of the paidin capital as of December 31, 2019: Please refer to attachment 10.

  • (i) Derivative instrument transactions: None.

216

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

(3) Information on investments in Mainland China:

  • A. Name of investee in China, main business, paid-in capital, method of investment, investment flows, percentage of ownership, investment gain or loss, carrying amount at the end of reporting period, inward remittance of earning or loss and the upper limit on investment in China:

(In Thousands of New Taiwan Dollars)

Name of
Investee in
China
Main Business
(NT$’000)
Paid-in
Capital
(NT$’000)
Method of
Investment
(NT$’000)
Accumulated
Outflow of
Investment from
Taiwan as of
January 1, 2019
(NT$’000)
Investment Flows Investment Flows Accumulate
d Outflow of
Investment
from Taiwan
as of
December
31, 2019
(NT$’000)


Profit/ Loss
of Investee
(NT$’000)
Percentage of
Ownership
(Direct or
Indirect
Investment)
(NT$’000)
Share of
Profit/Loss
(NT$’000)
Carrying
Amount as of
December 31,
2019
(NT$’000)


Accumulated
Inward
Remittance
of Earnings
as of
December
31, 2019
(NT$’000)

Accumulated
Outflow of
Investment
from Taiwan
to Mainland
China
as of
December 31,
2019
(NT$’000)

Investment
Amounts
Authorized by
Investment
Commission,
MOEA
(NT$’000)

Upper Limit on
Investment in China by
Investment
Commission, MOEA
(NT$’000)
Outflow
(NT$’000)
Inflow
(NT$’000)
Kinsus
Interconnect
Technology
Suzhou Corp.
Manufacturing
and selling
PCB (not high-
density fine-
line)
2,098,600
(Note 2)
(Note 1) 2,098,600
(Note 2)
- - 2,098,600
(Note 2)
61,574
(Note 2 and
Note 5)
100% 61,574
(Note 2 and
Note 5)
1,344,220
(Note 2 and
Note 5)
- 2,098,600
(Note 2)
2,098,600
(Note 2)
No upper limit
(Note 6)

217

- - English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese

Kinsus Interconnect Technology Corp.

Notes to Parent-Company-Only Financial Statements (Continued)

Piotek
Computer
(Suzhou) Co.,
Ltd.
Researching,
developing,
producing and
selling
electronic
components,
PCBs and
related
products and
providing after-
sale services
4,997,666
(Note 2)
(Note 1) 2,825,727
(Note 2)
- - 2,825,727
(Note 2)
(467,492)
(Note 2 and
Note 5)
51% (238,421)
(Note 2 and
Note 5)
424,222
(Note 2 and
Note 5)
- 2,825,727
(Note 2)
2,825,727
(Note 2)
No upper limit
(Note 6)
Xiang-Shuo
(Suzhou)
Trading
Limited
Trading of
PCB (not high-
density fine-
line) and
material for
related
products
59,960
(Note 2)
(Note 1) 59,960
(Note 2)
- - 59,960
(Note 2)
(111)
(Note 2 and
Note 4)
100% (111)
(Note 2 and
Note 4)
59,730
(Note 2 and
Note 4)
- 59,960
(Note 2)
59,960
(Note 2)
No upper limit
(Note 5)
Pegavision
Contact Lenses
(Shanghai)
Corporation

Selling medical
equipment

112,559
(Note 3)
(Note 1) 65,062 47,497 - 112,559 (5,231)
(Note 2 and
Note 5)
30.33% (1,586)
(Note 2 and
Note 5)
30,115
(Note 2 and
Note 5)
- 112,559 112,559 $2,432,223
(Note 7)

218

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp.

Notes to Parent-Company-Only Financial Statements (Continued)

Gemvision
Technology
(Zhejiang)
Limited
Selling medical
equipment

43,886
(Note 2 and
Note 4)

(Note 1)
- - - - (5,261)
(Note 2, Note
5 and Note 8)


30.33%
(1,596)
(Note 2, Note
5 and Note 8)


11,566
(Note 2, Note
5 and Note 8)


-
- - 2,432,223
(Note 7)
  • Note 1: Investment in Mainland China through companies in the third area.

  • Note 2: Amounts in foreign currencies are translated into New Taiwan dollars using the exchange rates on the balance sheet date. Note 3: The paid-in capital is USD3,600 thousand, equivalent to NT$112,559 thousand.

  • Note 4: The paid-in capital is CNY10,000 thousand.

  • Note 5: Gain/loss on investment is recognized based on the financial statements which were audited by the independent auditors of the parent company in Taiwan.

  • Note 6: The Company meets the conditions of corporate operation headquarter in the Principle of Evaluation for Investment and Technical Cooperation in Mainland China. Thus, there is no upper limit on investment amount.

  • Note 7: The upper limit on investment for Pegavision Contact Lenses (Shanghai) Corporation and Gemvision Technology (Zhejiang) Limited is calculated as 60% of the net value of the recent financial statements reviewed by independent auditors of Pagavision Corporation.

  • Note 8: Pegavision Contact Lenses (Shanghai) Corporation recognize the profit/loss and carrying amount of Gemvision Technology (Zhejiang) Limited.

219

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)
  • B. Significant transactions with investees in China.

  • (a) Purchase and balances of related accounts payable as of December 31, 2019:

The Company’s purchase
from Kinsus Interconnect
Technology Suzhou
Purchases Purchases Accounts Payable Accounts Payable
Amount
(NT$’000)
% to Net
Purchase

Amount
(NT$’000)
% to Account
Balance
2,181,488
28.69%

240,392
16.29%

The product specification of goods purchased by the Company from Kinsus Interconnect Technology Suzhou Corp. in the year ended December 31, 2019 differed from goods purchased from other vendors. Thus, transaction prices are not comparable. Payment term for related parties and non related parties are 30 to 60 days and 30 to 90 days, respectively, from the end of delivery month. The payment terms for non-related parties are 30 to 90 days from the end of delivery month by telegraphic transfer.

  • (b) Sales, the ending balance of related accounts receivable and their weightings.
Sale of Piotek Computer (Suzhou) to Piotek
(H.K.) Trading ($’000)
Sale of Piotek Computer (Suzhou) to Kinsus
Interconnect Technology Suzhou ($’000)
Sale of Piotek Computer (Suzhou) to Xiang-
Shuo (Suzhou) Trading ($’000)
Sale of Xiang-Shuo (Suzhou) Trading to
Piotek Computer (Suzhou) Trading ($’000)
Sale of the Company to Kinsus Interconnect
Technology Suzhou(NT$’000)
Sales
Amount
% to Net Sales
USD11,081
12.88%
RMB27
-%
RMB210
0.04%
RMB8,146
97.46%
42,104
0.26%
Accounts receivable Accounts receivable
Amount Amount
USD795
-
-
RMB225
-
% to Account
Balance
USD11,081
3.70%
RMB27
-%
RMB210
-%
RMB8,146
100.00%
42,104
-%

The product specification of goods sold between subsidiaries in the year ended December 31, 2019 differed from goods sold to other customers. Thus, transaction prices cannot be reasonably compared. Sales of the Company to Kinsus Interconnect Technology Suzhou Corp have the same product prices as sales to non-related parties. Collection terms are also

220

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

equivalent to the ones for non-related parties, which is 30 to 60 days from delivery by telegraphic transfer.

  • (c) Property transaction amounts and resulting gain or loss:
Variety
Machinery
Relatedparties
Kinsus Interconnect
Technology Suzhou Corp
Carrying
Value
247,416
Price
285,972
Gain on
disposal
(Note)
38,556
Reference
basis for price
decision
Negotiated
price

Note: For the year ended December 31, 2019, the Company wrote off NT$38,556 thousand due to the unrealized gain on disposal of property, plant and equipment. As of December 31, 2019, unrealized gain on disposal of property, plant and equipment is NT$36,829 thousand, and recongnized as the credit balance of investments accounted for using the equity method.

  • (d) Ending balance of endorsements/guarantees or collateral provided and the purposes: Please refer to attachment 1.

  • (e) Maximum balance, ending balance, interest rate range and total interest for current period from financing provided to others: None.

  • (f) Transactions that have significant impact on profit or loss of current period or the financial position, such as services provided or rendered:

  • a. The Company sold fixtures and spare parts to Piotek Computer (Suzhou) Co., Ltd. and Kinsus Interconnect Technology Suzhou Corp. Trading Limited and recognized other income of NT$18,271 thousand for the year ended December 31, 2019.

  • b. As of December 31, 2019, the balance of other receivables amounted to NT$235,816 thousand. The other receivable were resulted from the Company’s sale of fixtures to Kinsus Interconnect Technology Suzhou Corp.

14. OPERATING SEGMENT INFORMATION

The Company has provided the operating segment disclosure in the consolidated financial statements.

221

English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese Kinsus Interconnect Technology Corp. Endorsement/Guarantee Provided to Others For the Year Ended December 31, 2019

==> picture [728 x 133] intentionally omitted <==

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

Attachment 1
(In Thousands of Foreign Currency / New Taiwan Dollars)
Ratio of
Endorsement/ Guarantee Amount of Accumulated Maximum
Provider Guaranteed Party Endorsement/ Endorsement/ Endorsement/ Endorsement Endorsement Endorsement
No. Maximum Guarantee Guarantee to Net Guarantee provided by provided by provided to
Nature of Limits on Endorsement/ Guarantee Amount Balance for the Amount secured by Worth per Latest Amount parent company subsidiaries to entities in
(Note 1) Name Name Relationship Provided to Each Guaranteed Party Period Ending Balance Actually Drawn Properties Financial Statements Allowed to subsidiaries parent company China
0 Kinsus Piotek Computer Investee The overall amount of guarantees/ $458,694 $458,694 $57,337 $- 1.79% Shall not exceed Y N Y
Interconnect (Suzhou) Co., accounted for endorsements provided to a subsidiary in 50% of the net
Technology Ltd. using equity which the Company holds directly over 50% USD 15,300 USD 15,300 worth in the
Corp. method indirectly (inclusive) of common equity interest shall (Note 2) (Note 2) current financial
not exceed 20% of the net worth in the statements.
current financial statements. $5,113,404 $12,783,511
----- End of picture text -----

Note 1: Kinsus Interconnect Technology Corp. is coded "0".

Note 2: Amounts in foreign currencies are converted to New Taiwan Dollars using the exchange rates as of the balance sheet date.

Note 3:The endorsement and guaranteed amount of the Company is NT$79,893 thousand.

222

- - English Translation of Parent Company Only Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp.

Marketable Securities Held (Excluding Investments in Subsidiaries, Associates and Joint Ventures)

As of December 31, 2019

Attachment 2

(In Thousands of New Taiwan Dollars)

==> picture [729 x 204] intentionally omitted <==

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

As of December 31, 2019
Name of Held Relationship with Carrying Shareholding Fair Value
Company Type and Name of Marketable Securities the Issuer Financial Statement Account Shares / Units Amount % (Note) Note
Kinsus Interconnect Money market funds:
Technology Corp. Taishin Ta Chong Money Market Fund - Financial assets at fair value through profit or loss 18,812,748 $255,796 -% $268,292
FSITC Money Market Fund - Financial assets at fair value through profit or loss 1,168,258 200,000 -% 209,235
Mega Diamond Money Market Fund - Financial assets at fair value through profit or loss 21,355,432 257,509 -% 268,888
Jih Sun Money Market - Financial assets at fair value through profit or loss 17,776,549 255,443 -% 264,473
Subtotal 968,748 $1,010,888
Add: Valuation adjustments of financial
42,140
assets at fair value through profit or loss
loss
Total $1,010,888
----- End of picture text -----

223

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp.

Related Party Transactions with Purchase or Sales Amount of At least NT$ 100 Million or 20% of the Paid-in Capital

For the Year Ended December 31, 2019

Attachment 3

==> picture [736 x 238] intentionally omitted <==

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

(In Thousands of New Taiwan Dollars)
Transaction Details Abnormal Transaction Notes/ Accounts Payable or Receivable
Nature of Purchase/ Payment/ Collection Payment/
Company Name Related Party Relationship Sale Amount % to Total Term Unit Price Collection Term Ending Balance % to Total Note
Kinsus Interconnect Kinsus Interconnect Investee accounted Purchase $2,181,488 28.69% Payment within 30 Specs of goods Other vendors Accounts payable (16.29)%
Technology Corp. Technology Suzhou for using equity days from the end of purchased are different also enjoy $(240,392)
Corp. method indirectly delivery month from others. Cannot be payment within
reasonablely compared. 30~90 days from
the end of
delivery month
----- End of picture text -----

224

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp.

Receivables from Related Parties of at Least NT$ 100 Million or 20% of the Paid-in Capital

For the Year Ended December 31, 2019

==> picture [736 x 159] intentionally omitted <==

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

Attachment 4
(In Thousands of New Taiwan Dollars)
Overdue Amount Received in
Nature of Turnover Action
Company Name Related Party Relationship Ending Balance Ratio Amount Taken Subsequent Periods Loss Allowance
Kinsus Interconnect Kinsus Interconnect Investee accounted
$235,816 - $- - $- $-
Technology Corp. Technology Suzhou for using equity
(Note 1)
Corp. method indirectly
----- End of picture text -----

Note 1: Other receivable.

225

English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp.

Investees over Whom the Company Exercise Significant Influence or Control Directly or Indirectly (Excluding Investees in Mainland China)

As of December 31, 2019

Attachment 5

==> picture [731 x 373] intentionally omitted <==

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

(In Thousands of Foreign Currency / New Taiwan Dollars)
Original Investment Amount Balance as of December 31, 2019 Net Income Share of Income
As of December As of December (Loss) of the (Loss) of the
Investor Investee Business Location Main Business and Product 31, 2018 31, 2019 Shares % Carrying Value Investee Investee Note
Kinsus Interconnect KINSUS CORP. (USA) CA. U.S.A. Designing substrates, USD500 USD500 500,000 shares 100.00% $53,310 $6,215 $6,215
Technology Corp. formulating marketing strategy
analysis, developing new
customers, researching and
development new product
technology
Kinsus Interconnect KINSUS HOLDING Samoa Investing activities USD166,309 USD166,309 166,308,720 shares 100.00% $1,868,801 $(180,094) $(180,094)
Technology Corp. (SAMOA) LIMITED
Kinsus Interconnect Kinsus Investment Co., Ltd. Taoyuan City Investing activities $1,600,000 $1,600,000 160,000,000 shares 100.00% $2,300,446 $(33,605) $(33,605)
Technology Corp. (Note1) (Note1)
Kinsus Investment Pegavision Corporation Taoyuan City Manufacturing medical $286,418 $252,455 21,233,736 shares 30.33% $1,299,647 $475,492 $163,549
Co., Ltd. equipment (Note2)
Kinsus Investment FuYang Technology Corp. Hsinchu County Electronic Parts and $929,422 $929,422 64,176,872 shares 35.65% $538,259 $(541,059) $(192,908)
Co., Ltd. Components Manufacturing
KINSUS HOLDING KINSUS HOLDING Cayman Islands Investing activities USD72,000 USD72,000 72,000,000 shares 100.00% USD 46,830 USD 2,050 USD 2,050
(SAMOA) LIMITED (CAYMAN) LIMITED
KINSUS HOLDING PIOTEK HOLDINGS Cayman Islands Investing activities USD94,309 USD94,309 95,755,000 shares 51.00% USD 15,505 USD (15,451) USD (7,880)
(SAMOA) LIMITED LTD. (CAYMAN)
PIOTEK HOLDINGS PIOTEK HOLDING British Virgin Investing activities USD139,841 USD139,841 139,840,790 shares 100.00% USD 30,403 USD (15,451) USD (15,451)
LTD. (CAYMAN) LIMITED Islands
PIOTEK HOLDING PIOTEK (H.K.) Hong Kong Trading activities USD26 USD26 200,000 shares 100.00% USD 2,654 USD 150 USD 150
LIMITED TRADING LIMITED
Pegavision Corporation PEGAVISION HOLDINGS Samoa Investing activities USD2,130 USD3,630 3,630,000 shares 100.00% $36,437 $(5,280) $(5,280)
CORPORATION
Pegavision Corporation PEGAVISION JAPAN INC. JAPAN Selling medical JPY9,900 JPY 9,900 198 shares 100.00% $26,102 $16,418 $16,418
equipment
----- End of picture text -----

Note1 : The Company's original investment in Kinsus Investment Co., Ltd. was NT$500,000 thousand. Kinsus Investment Co., Ltd. reduced capital by NT$102,000 thousand to offset deficits in 2013

And increased capital by NT$602,000 thousand and NT$600,000 thousand in 2017 and 2018, respectively. After the increases, the Company's investment amount increased to NT$1,600,000 thousand. Note 2: Kinsus Investment Co., Ltd. invested Pegavision Corporation in cost of NT$286,418 thousand.

As Pegevision Corporation has become a listed company since October, 2019, Kinsus Investment Co., Ltd decreased its investment by NT$33,963 thousand in selling 855 thousand shares.

226

- - English Translation of Parent Company Only Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp.

Marketable Securities Held (Excluding Investments in Subsidiaries, Associates and Joint Ventures)

As of December 31, 2019

==> picture [743 x 338] intentionally omitted <==

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

Attachment 6
(In Thousands of New Taiwan Dollars)
Guarantee, Pledge or Other
As of December 31, 2019 Restricted Conditions
Relationship with the Financial Statement Carrying Fair Value (Net Carrying
Name of Held Company Type and Name of Marketable Securities Issuer Account Shares (Unit) Amount % Equity) Shares Amount Note
Kinsus Investment Co., Ltd. Money market funds:
Financial assets at fair value
Taishin Ta Chong Money Market Fund - through profit or loss 829,070 $11,315 -% $11,824 - $-
Valuation adjustments of financial
assets held for trading 509
Total $11,824
Pegavision Corporation Money market funds:
Financial assets at fair value
Yuanta Wan Tai Money Market Fund - through profit or loss 11,778,166 $179,017 -% $179,058 - $-
Financial assets at fair value
Yuanta De-Li Money Market Fund - through profit or loss 8,372,796 137,034 -% 137,062 - -
Valuation adjustments of financial
assets held for trading 69
合 計 $316,120 $316,120 $-
Kinsus Investment Co., Ltd. Stocks:
Financial assets carried
Yi-Shuo Creative Co., Ltd. - at cost 5,000,000 $50,000 7.49% $50,000 - $-
----- End of picture text -----

227

English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese Kinsus Interconnect Technology Corp.

Individual Securities acquired or disposed of with accumulated amount of at least NT$300 Million or 20% of The Paid-In Capital

For the Year Ended December 31, 2019

==> picture [730 x 93] intentionally omitted <==

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

Attachment 7
(In Thousands of New Taiwan Dollars)
Financial Statement Nature of Beginning Balance Acquisition Disposal Ending Balance
Gain/Loss on
Company Name Type and Name of Marketable Securities Account Counter-party Relationship Shares/Units Amount Shares/Units Amount Shares/Units Amount Carrying Value Disposal Shares/Units Amount
Pegavision Corporation Stock:
Yuanta Wan Tai Money Market Fund Financial assets at fair value - - - $- 28,565,798 $434,000 16,787,632 $255,046 $254,983 $63 11,778,166 $179,017
through profit or loss
----- End of picture text -----

228

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp. and Subsidiaries

Acquisition of Individual Real Estate with Amount of at Least NT$ 300 million or 20% of the Paid-in Capital

For the Year Ended December 31, 2019

Attachment 8

(In Thousands of New Taiwan Dollars)

==> picture [737 x 220] intentionally omitted <==

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

Transaction Prior Transaction of Related Counter-party
Acquiring Date Transaction Relationship Transfer Purpose and Use of
Company Name of Property (Note 1) Amount Payment Status Counter-party Relationship Owner with the Date Amount Price Reference Acquisition Other Terms
Pegavision By contract Inventec None None None None None The transaction amount Expand capacity to satisfy None
Land 2018.06.26 $1,311,000
Corporation Corporation refer to professional the growth of business
Buildings 2018.06.26 69,000 appraisal institutions. sales.
Total $1,380,000
----- End of picture text -----

Note 1:The date of occurrence of the event means the date of agreement, date of contract signing, date of payment, date of execution of a trading order, date of title transfer, date of a

resolution of the board of directors or a committee established by it, or other date that can confirm the counterparty and monetary amount of the transaction, whichever date is earlier.

229

    • English Translation of Parent Company Only Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp.

Related Party Transactions with Purchase or Sales Amount of At least NT$100 Million or 20% of the Paid-in Capital

For the Year Ended December 31, 2019

Attachment 9

(In Thousands of US Dollars)

==> picture [741 x 456] intentionally omitted <==

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

Transaction Details Abnormal Transaction Notes/Accounts Payable or Receivable
Nature of Purchase/ Payment/ Collection Payment/ Collection
Company Name Related Party Relationship Sale Amount % to Total Term Unit Price Term Ending Balance % to Total Note
Piotek Computer Pegatron Corporation Ultimate Parent Sales USD 5,895 6.85% Payment within 60 Specs of goods sold are No non-related parties Accounts receivable
(Suzhou) Co., Ltd. company days from the end of different from others. to be compared with. USD 199 0.93%
delivery month Cannot be reasonably
Kinsus Interconnect Kinsus Interconnect Parent company Sales USD 71,230 90.89% Payment within 30 Specs of goods sold are No non-related parties Accounts receivable
Technology Suzhou Technology Corp. days from the end ofdelivery month different from others.Cannot be reasonably to be compared with. USD 8,642 77.63%
Corp. compared.
Piotek Computer Piotek (H.K.) Trading Also a subsidiary Sales USD 11,081 12.88% Payment within 60 Specs of goods sold are No non-related parties Accounts receivable
(Suzhou) Co., Ltd. Limited under the days from the end of different from others. to be compared with. USD 795 3.70%
Company's control delivery month Cannot be reasonably
Piotek (H.K.) Trading Piotek Computer Also a subsidiary Purchase USD 11,081 100.00% Payment within 60 Specs of goods sold are No non-related parties Accounts payable
Limited (Suzhou) Co., Ltd. under the days from the end of different from others. to be compared with. (USD 795) (100.00)%
Company's control delivery month Cannot be reasonably
Piotek Computer Maintek Computer Other related parties Sales USD 10,078 11.71% Payment within 60 Specs of goods sold are No non-related parties Accounts receivable
days from the end of different from others. to be compared with.
(Suzhou) Co., Ltd. (Suzhou) Co., Ltd USD 1,780 8.28%
delivery month Cannot be reasonably
Piotek Computer DIGITEK (CHONGQING) Other related parties Sales USD 7,365 8.56% Payment within 60 Specs of goods sold are No non-related parties Accounts receivable
(Suzhou) Co., Ltd. LIMITED days from the end of different from others. to be compared with. USD 1,279 5.95%
delivery month Cannot be reasonably
Pegavision Japan Inc. Pegavision Corporation Parent company Purchase $1,353,073 100.00% Payment within 90 No suppliers to be No suppliers to be Accounts payable
days from the end of compared with. compared with.
$(146,953) (100.00)%
delivery month
Pegavision Contact Pegavision Corporation Parent company Purchase $127,282 100.00% Payment within 180 No suppliers to be No suppliers to be Accounts payable
days from the end of compared with. compared with.
Lenses (SHANGHAI) Corporation $(124,211) (100.00)%
delivery month
Corporation
GEMVISION TECHNOLOGY [Pegavision Contact] Also a subsidiary Purchase $118,586 67.55% Payment within 180 Similar to those to Similar to those to Accounts payable
under the days from the end of
(ZHEJIANG) LIMITED Lenses (SHANGHAI) third party suppliers. third party suppliers. $(66,761) (56.55)%
Company's control delivery month
Corporation
----- End of picture text -----

230

- - English Translation of Parent Company Only Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp.

Receivables from Related Parties of at Least NT$ 100 Million or 20% of the Paid-in Capital

As of December 31, 2019

Attachment 10

==> picture [732 x 287] intentionally omitted <==

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

(In Thousands of US Dollars)
Overdue
Nature of Turnover Action Amount Received Loss
Company Name Related Party Relationship Ending Balance Ratio Amount Taken in Subsequent Allowance
Kinsus Interconnect Kinsus Interconnect Parent company
USD 8,642 10.20 $- - $- $-
Technology Suzhou Technology Corp.
(Note)
Corp.
Pegavision Corporation Pegavision Contact Subsidiary
$124,211 0.78 $- - $81,616 $-
Lenses (SHANGHAI) (Note)
Corporation
Pegavision Corporation Pegavision Japan Inc. Subsidiary
$146,953 10.70 $- - $59,313 $-
(Note)
----- End of picture text -----

Note: Accounts receivable.

231

English Translation of Financial Statements and a Report Originally Issued in Chinese

MANAGEMENT REPRESENTATION LETTER

The entities that are required to be included in the combined financial statements of Kinsus Interconnect Technology Corp. as of December 31, 2019 and for the year then ended under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard No. 10, “Consolidated Financial Statements.” In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Kinsus Interconnect Technology Corp. and Subsidiaries do not prepare a separate set of combined financial statements.

Very truly yours,

Kinsus Interconnect Technology Corp.

By

Guo, Ming-Dong Chairman February 10[th] , 2020

232

English Translation of Financial Statements and a Report Originally Issued in Chinese

INDEPENDENT AUDITORS’ REPORT

To The Board of Directors of Kinsus Interconnect Technology Corp.

Opinion

We have audited the accompanying consolidated balance sheets of Kinsus Interconnect Technology Corp. (the “Company”) and its subsidiaries as of December 31, 2019 and 2018, the related consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including the summary of significant accounting policies (together referred as “the consolidated financial statements”).

In our opinion, based on our audits and the reports of other auditor (please refer to the Other Matter – Making Reference to the Audit of a Component Auditor section of our report), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2019 and 2018, and its consolidated financial performance and cash flows for the years then ended, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

233

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2019 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Revenue Recognition

We determine that revenue recognition is one of the key audit matters. The Company’s consolidated revenue amounting to NT$22,327,410 thousand for the year ended December 31, 2019 is a significant account to the Company’s consolidated financial statements. The Company has conducted these sale activities in multi-marketplace, including Taiwan, China, USA, etc. Among these locations, the Company has established hub-warehouse for certain foreign customers’ convenience. Furthermore, the timing of fulfilling performance obligation needs to be determined based on varieties of sale terms and conditions enacted in the main sale contracts or sale orders. Our audit procedures therefore include, but not limit to, evaluating the properness of accounting policy for revenue recognition, assessing and testing the effectiveness of relevant internal controls related to revenue recognition, sampling-test of details, including obtaining major sale orders or agreements to inspect the terms and conditions, checking the consistency of the fulfillment timing, and performance obligation for revenue recognition from foreign warehouses with sale agreement or orders, performing analytical review procedures on monthly sale revenues, executing sale cut-off tests, etc. We have also evaluated the appropriateness of the related disclosure in Notes 4 and 6 to the consolidated financial statements.

Market valuation on Inventory

We determined the market valuation on inventory is one of the key audit matters in considering that the amount of inventory was significant and the assessment of sufficiency of inventory loss requires significant management judgement. The Company’s net inventory amounted to NT$2,452,975 thousand as of December 31, 2019. As the application market of substract, the Company’s main products, is characterized by rapid development in technology and the trend of consumers’ preference, management, in timely considering the status of new products development and the demand from clients, has to evaluate the loss due to market value decline as well as write-down on slow-moving inventories to their net realizable value. Our audit procedures therefore include, but not limit to, evaluating the Company’s policy with respect to assessment the loss from slow-moving inventory and phased-out items, (including identification method, testing the accuracy of inventory aging schedule, analysis on inventory movement), perfroming observation on the Company’s inventory physical-taking, and inspecting the current status of inventory usage, etc. We also assessed the adequacy of the inventory-related disclosures shown in the Notes 5 and 6 to the consolidated financial statements.

234

Other Matter – Making Reference to the Audit of a Component Auditor

We did not audit the financial statements of FuYang Technology Corp., an invested associate accounted for under the equity method. The financial statements of FuYang Technology Corp. as of December 31, 2019 and 2018 and for the years then ended were audited by other auditors, whose reports thereon have been furnished to us. Our audit, insofar as it related to the investment in the associate accounted for under the equity method amounting to NT$538,259 thousand and NT$735,275 thousand as of December 31, 2019 and 2018 representing 1.29% and 1.72% of the Company’s consolidated total assets, the related shares of income before tax from the associate under the equity method for the years then ended amounting to NT$(192,908) thousand and NT$(99,606) thousand representing 10.45% and (14.02)% of the Company’s consolidated income before tax, and the related shares of other comprehensive income from the associate under the equity method for the years then ended amounting to NT$(4,108) thousand and NT$12,346 thousand representing 3.80% and (32.80)% of the consolidated other comprehensive income, are based solely on the audit reports of other auditors.

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 requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, 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 audit committee or supervisors, are responsible for overseeing the financial reporting process of the Company.

235

Auditor’s 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 auditor’s 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 auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

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

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

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s 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 auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

236

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2019 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

We have audited and expressed an unqualified opinion on the parent-company-only financial statements of the Company as of and for the years then ended December 31, 2019 and 2018.

237

Hong,Mao-Yi

Cheng,Ching-Piao

Ernst & Young February 10[th] , 2020 Taipei, Taiwan, Republic of China

Notice to Readers

The accompanying parent-company-only financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China on Taiwan and not those of any other jurisdictions. The standards, procedures and practice to audit such financial statements are those generally accepted and applied in the Republic of China on Taiwan.

Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

238

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp. and Subsidiaries

Consolidated Balance Sheets

As of December 31, 2019 and 2018

(Amounts Expressed In Thousands of New Taiwan Dollars)

==> picture [667 x 442] intentionally omitted <==

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

Assets As of December 31, 2019 As of December 31, 2018
Code Accounts Notes Amount % Amount %
Current assets
1100 Cash and cash equivalents 4, 6(1) $10,712,103 26 $10,068,669 24
1110 Financial assets at fair value through profit or loss 4, 6(2) 1,338,832 3 1,017,095 2
1136 Financial assets measured at amortized cost 4, 6(3) 423,057 1 498,338 1
1150 Notes receivable, net 4, 6(5) 4,918 - 241 -
1170 Accounts receivable, net 4, 6(6) 3,609,565 9 3,472,879 8
1180 Accounts receivable - related parties,net 6(6), 7 111,323 - 349,315 1
1200 Other receivables,net 332,623 1 264,785 1
1210 Other receivables - related parties 7 5,901 - 5,781 -
1310 Inventories, net 4, 6(7) 2,452,975 6 3,269,317 8
1410 Prepayments 150,538 - 158,390 -
1470 Other current assets 198,672 1 189,759 -
11xx Total current assets 19,340,507 47 19,294,569 45
Non-current assets
1517 Financial asset at fair value through OCI 4, 6(4) 50,000 - 50,000 -
1550 Investment accounted for under equity method 4, 6(8) 538,259 1 735,275 2
1600 Property, plant and equipment, net 4, 6(9), 8, 9 19,675,900 47 19,737,268 46
1755 Right-of-use assets 4, 6(23) 382,091 1 - -
1780 Intangible assets, net 4, 6(10) 30,753 - 14,529 -
1840 Deferred tax assets 4, 6(27) 13,800 - 12,411 -
1900 Other non-current assets 6(11), 7, 8 88,069 - 316,354 1
1915 Prepayment for equipment 6(9), 9 1,583,966 4 2,463,548 6
15xx Total non-current assets 22,362,838 53 23,329,385 55
1xxx Total Assets $41,703,345 100 $42,623,954 100
----- End of picture text -----

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

239

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp. and Subsidiaries

Consolidated Balance Sheets-(Continued)

As of December 31, 2019 and 2018

(Amounts Expressed In Thousands of New Taiwan Dollars)

==> picture [573 x 468] intentionally omitted <==

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

Liabilities and Equity As of December 31, 2019 As of December 31, 2018
Code Accounts Notes Amount % Amount %
Current liabilities
2100 Short-term loans 6(12) $4,096,101 10 $3,340,483 8
2130 Contract liability 4, 6(21) 72,626 - 134,800 -
2150 Notes payable 37,176 - 39,505 -
2170 Accounts payable 2,224,571 5 2,233,609 6
2200 Other payables 6(13), 7 2,804,217 7 3,110,009 7
2230 Current income tax liabilities 4, 6(27) 179,575 1 361,313 1
2280 Lease liability 4, 6(23) 113,937 - - -
2300 Other current liabilities 6(14) 1,238,150 3 931,741 2
2365 Refund liability 4, 6(15) 74,865 - 47,739 -
21xx Total current liabilities 10,841,218 26 10,199,199 24
Non-current liabilities
2540 Long-term loans 6(16), 8 1,888,054 5 2,600,806 6
2570 Deferred tax liabilities 4, 6(27) 8,623 - 5,563 -
2580 Lease liability 4, 6(23) 58,143 - - -
2600 Other non-current liabilities 6(17) 69,607 - 69,864 -
25xx Total non-current liabilities 2,024,427 5 2,676,233 6
2xxx Total liabilities 12,865,645 31 12,875,432 30
31xx Equity attributable to shareholders of the parent
3100 Capital 6(19)
3110 Common stock 4,510,738 11 4,508,410 11
3200 Capital surplus 6(19) 6,637,742 16 6,140,942 14
3300 Retained earnings 6(19)
3310 Legal reserve 3,647,505 9 3,612,556 8
3320 Special reserve 100,384 - 77,677 -
3350 Unappropriated earnings 10,882,980 26 13,646,659 32
3400 Other components of equity (211,996) (1) (203,356) -
3500 Treasury Stock 6(19) (332) - (738) -
36xx Non-controlling interests 6(19) 3,270,679 8 1,966,372 5
3xxx Total equity 28,837,700 69 29,748,522 70
Total liabilities and equity $41,703,345 100 $42,623,954 100
----- End of picture text -----

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

240

English Translation of Consolidated Financial Statements Originally Issued in Chinese Kinsus Interconnect Technology Corp. and Subsidiaries

Consolidated Statements Of Comprehensive Incomes

For the Years Ended December 31, 2019 and 2018

(Amounts Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)

==> picture [625 x 482] intentionally omitted <==

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

2019 2018
Code Items Notes Amount % Amount %
4000 Operating revenues 4, 6(21), 7 $22,327,410 100 $23,727,929 100
5000 Operating costs 7 (19,566,671) (88) (18,341,427) (77)
5900 Gross profit 2,760,739 12 5,386,502 23
6000 Operating expenses 7
6100 Sales and marketing (1,201,128) (5) (1,020,613) (4)
6200 General and administrative (1,289,240) (6) (1,349,219) (6)
6300 Research and development (1,924,984) (9) (2,218,438) (10)
6450 Expected credit gains (losses) 4, 6(22) 4,388 - (6,582) -
Total operating expenses (4,410,964) (20) (4,594,852) (20)
6900 Operating income (loss) (1,650,225) (8) 791,650 3
7000 Non-operating incomes and expenses
7010 Other incomes 6(25), 7 183,741 1 242,177 1
7020 Other gains or losses 6(25), 7 (43,130) - (102,465) -
7050 Finance costs 6(25) (143,736) (1) (121,234) (2)
7060 Share of the profit or loss of associates and joint ventures 6(8) (192,908) (1) (99,606) -
Total non-operating incomes and expenses (196,033) (1) (81,128) (1)
7900 Income (loss) before income tax (1,846,258) (9) 710,522 2
7950 Income tax expenses 4, 6(27) (101,010) - (299,482) (1)
8200 Net income (loss) (1,947,268) (9) 411,040 1
8300 Other comprehensive income (loss) 6(26)
8310 Item that not be reclassified to profit or loss
8311 Actuarial gain (loss) from defined benefit plans (4,727) - (3,312) -
8360 Items that may be reclassified subsequently to profit or loss
8361 Exchange differences on translation of foreign operations (99,236) - (46,672) -
8370 Share of the other comprehensive income (loss) of associates and joint ventures (4,108) - 12,346 -
Total other comprehensive income (loss), net of tax (108,071) - (37,638) -
8500 Total comprehensive income (loss) $(2,055,339) (9) $373,402 1
8600 Net income (loss) attributable to:
8610 Stockholders of the parent $(2,025,332) (9) $349,485 1
8620 Non-controlling interests 78,064 - 61,555 -
$(1,947,268) (9) $411,040 1
8700 Total comprehensive income (loss) attributable to:
8710 Stockholders of the parent $(2,113,080) (9) $323,467 1
8720 Non-controlling interests 57,741 - 49,935 -
$(2,055,339) (9) $373,402 1
9750 Earnings (losses) per share-basic (in NTD) 6(28) $(4.52) $0.78
9850 Earnings (losses) per share-diluted (in NTD) 6(28) $(4.52) $0.78
----- End of picture text -----

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

241

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp. and Subsidiaries

Consolidated Statements of Changes in Equity

For the Years Ended December 31, 2019 and 2018

(Amounts Expressed In Thousands of New Taiwan Dollars)

==> picture [735 x 400] intentionally omitted <==

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

Equity Attributable to Shareholders of the Parent
Retained Earnings Others Non-controlling
Capital Capital Surplus Unappropriated Exchange differences Unearned Treasury Stock Total Interests Total Equity
Legal Reserve Special reserve arising on translation
Earnings Employee Benefit
of foreign operations
Code Items 3100 3200 3310 3320 3350 3410 3490 3500 31XX 36XX 3XXX
A1 Balance as of January 1, 2018 $4,460,000 $5,956,519 $3,563,389 $613 $14,095,717 $(77,677) $- $- $27,998,561 $1,916,437 $29,914,998
Appropriation and distribution of 2017 earnings
B1 Legal reserve 49,167 (49,167) - -
B3 Special reserve 77,064 (77,064) - -
B5 Cash dividends-common shares (669,000) (669,000) (669,000)
C7 Change in joint ventures accounted for using equity method (845) (845) (845)
D1 Net income for 2018 349,485 349,485 61,555 411,040
D3 Other comprehensive income (loss), net of tax, for 2018. (3,312) (22,706) (26,018) (11,620) (37,638)
D5 Total comprehensive income (loss) - - - - 346,173 (22,706) - - 323,467 49,935 373,402
T1 Employee restricted shares for cancellation and others 48,410 185,268 (102,973) (738) 129,967 129,967
Z1 Balance as of December 31, 2018 $4,508,410 $6,140,942 $3,612,556 $77,677 $13,646,659 $(100,383) $(102,973) $(738) $27,782,150 $1,966,372 $29,748,522
A1 Balance as of January 1, 2019 $4,508,410 $6,140,942 $3,612,556 $77,677 $13,646,659 $(100,383) $(102,973) $(738) $27,782,150 $1,966,372 $29,748,522
Appropriation and distribution of 2018 earnings
B1 Legal reserve 34,949 (34,949) - -
B3 Special reserve 22,707 (22,707) - -
B5 Cash dividends-common shares (676,261) (676,261) (676,261)
D1 Net income (loss) for 2019 (2,025,332) (2,025,332) 78,064 (1,947,268)
D3 Other comprehensive income (loss), net of tax, for 2019. (4,727) (83,021) (87,748) (20,323) (108,071)
D5 Total comprehensive income (loss) - - - - (2,030,059) (83,021) - - (2,113,080) 57,741 (2,055,339)
M7 Change in equity for ownership of subsidiaries 491,065 491,065 1,303,433 1,794,498
O1 Non-controlling interests increase (decrease) (56,867) (56,867)
T1 Employee restricted shares for cancellation and others 2,328 5,735 297 74,381 406 83,147 83,147
Z1 Balance as of December 31, 2019 $4,510,738 $6,637,742 $3,647,505 $100,384 $10,882,980 $(183,404) $(28,592) $(332) $25,567,021 $3,270,679 $28,837,700
----- End of picture text -----

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

242

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp. and Subsidiaries

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2019 and 2018

(Amounts Expressed in Thousands of New Taiwan Dollars)

==> picture [755 x 423] intentionally omitted <==

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

Code Items 2019 2018 Code Items 2019 2018
AAAA Cash flows from operating activities: BBBB Cash flows from investing activities:
A10000 Income (loss) before income tax $(1,846,258) $710,522 B00040 Acquisition (disposal) of financial assets measured at amortized cost 75,281 (75,281)
A20000 Adjustments: B02700 Acquisition of property, plant and equipment (4,212,790) (4,814,540)
A20010 Income and expense adjustments: B02800 Proceeds from disposal of property, plant and equipment 458,469 9,753
A20100 Depreciation (including right-of-use assets) 4,575,488 4,187,071 B03800 Decrease (increase) in refundable deposits 3,988 (12,405)
A20200 Amortization 39,561 25,898 B04500 Acquisition of intangible assets (55,835) (17,644)
A20300 Expected credit losses (gains) (4,388) 6,582 BBBB Net cash provided by (used in) investing activities (3,730,887) (4,910,117)
A20400 Net gain of financial assets at fair value through P/L (5,783) (5,383)
A20900 Interest expense 143,736 121,234 CCCC Cash flows from financing activities:
A21200 Interest income (60,887) (62,377) C00100 Increase in (repayment of) short-term loans 755,618 43,086
A21900 Cost of share based payment 80,477 82,525 C01600 Increase in long-term loans 1,781,000 1,800,000
A22300 Share of profit or loss of associates and joint ventures 192,908 99,606 C01700 Repayments of long-term loans (2,181,137) (621,450)
A22500 Gain on disposal of property, plant and equipment (8,651) (1,014) C03000 Increase (decrease) in deposits received (872) (5,869)
A23700 Impairment loss on non financial assets 12,149 49,770 C04020 Cash payments for the principal portion of the lease liability (136,418) -
A30000 Changes in operating assets and liabilities: C04500 Cash dividends (676,261) (669,000)
A31110 Financial assets at fair value through profit or loss (315,954) 542,121 C04600 Issuance of restricted stock 5,985 48,410
A31130 Notes receivable (4,677) 1,515 C05800 Increase (decrease) in non-controlling interests 1,737,631 -
A31150 Accounts receivable (132,277) (126,400) CCCC Net cash provided by (used in) financing activities 1,285,546 595,177
A31160 Accounts receivable - related parties 237,992 (15,615)
A31180 Other receivables (68,594) (55,310) DDDD Effect of exchange rate changes (12,534) (60,982)
A31190 Other receivables - related parties (120) 462
A31200 Inventories 816,342 (1,141,603) EEEE Increase (decrease) in cash and cash equivalents 643,434 (273,343)
A31220 Prepayments 1,852 102,176 E00100 Cash and cash equivalents at beginning of period 10,068,669 10,342,012
A31240 Other current assets (8,913) (25,783) E00200 Cash and cash equivalents at end of period $10,712,103 $10,068,669
A31990 Long-term prepaid rents - 10,075
A32125 Contract liabilities (62,174) (2,148)
A32130 Notes payable (2,329) (5,299)
A32150 Accounts payable (9,038) (292,427)
A32180 Other payables (129,656) 64,786
A32230 Other current liabilities 685 8,636
A32240 Net defined benefit liability (4,112) (4,118)
A32990 Refund liability 27,126 47,739
A33000 Cash generated from operations 3,464,505 4,323,241
A33100 Interest received 61,642 61,385
A33300 Interest paid (143,748) (114,595)
A33500 Income tax paid (281,090) (167,452)
AAAA Net cash provided by (used in) operating activities 3,101,309 4,102,579
----- End of picture text -----

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

243

English Translation of Consolidated Financial Statements and Footnotes Original y IsEnglish Translation of Consolidated Financial Statements and Footnotes Origina l ly I s sued in Chinese ued in Chinese Kinsus Interconnect Technology Corp. Kinsus Interconnect Technology Corp. Notes to the Consolidated Financial StatNotes to Consolidated Financial Statem e nts ments (Continued)

(Amounts Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

1. HISTORY AND ORGANIZATION

Kinsus Interconnect Technology Corp. (referred to “the Company”) was established on September 11, 2000. Its main business activities include the manufacture of electronic products, the whole-sale and retail-sale of electronic materials, and the consultation services of business operation and management. The Company’s stocks have been governmentally approved on May 20, 2004 to be listed and traded in Taiwan Stock Exchange starting November 1, 2004. The registered business premise and main operation address is at No. 1245, Chung Hua Rd., Hsinwu District, Taoyuan City, Taiwan 32747.

Pegatron Corporation is the ultimate controller of the Group to which the Company belongs.

  1. DATE AND PROCEDURE OF AUTHORIZATION FOR FINANCIAL STATEMENTS ISSUANCE

The consolidated financial statements of the Company and its subsidiaries (“the Group”) were authorized to be issued in accordance with a resolution of the Board of Directors’meeting held on February 10, 2020.

3. NEWLY ISSUED OR REVISED STANDARDS AND INTERPRETATIONS

  1. Changes in accounting policies resulting from applying for the first time certain standards and amendments

The Group applied for the first time the International Financial Reporting Standards, International Accounting Standards, and Interpretations issued, revised or amended which are recognized by Financial Supervisory Commission (“FSC”) and become effective for annual periods beginning on or after January 1, 2019. The nature and the impact of each new standard and amendment that has a material effect on the Group is described below:

(a) IFRS 16 “Leases”

IFRS 16 “Leases” replaces IAS 17 “Leases”, IFRIC 4 “Determining whether an Arrangement contains a Lease”, SIC-15 “Operating Leases - Incentives” and SIC-27 “Evaluating the Substance of Transactions Involving the Legal Form of a Lease”.

244

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

The Group follows the transition provision in IFRS 16 and the date of initial application was January 1, 2019. The impacts arising from the adoption of IFRS 16 are summarised as follows:

  • A. Please refer to Note 4 for the accounting policies before or after January 1, 2019.

  • B. For the definition of a lease, the Group elected not to reassess whether a contract is, or contains, a lease on January 1, 2019. The Group is permitted to apply IFRS 16 to contracts that were previously identified as leases applying IAS 17 and IFRIC 4 but not to apply IFRS 16 to contracts that were not previously identified as containing a lease applying IAS 17 and IFRIC 4. That is, for contracts entered into (or changed) on or after January 1, 2019, the Group need to assess whether contacts are, or contain, leases applying IFRS 16. In comparing to IAS 17, IFRS 16 provides that a contract is, or contains, a lease if the contract converys the right to control the use of an identified asset for a period of time in exchange for consideration. The Group assessed most of the contracts are, or contain, leases and has no significant impact arised.

  • C. The Group is a lessee and elects not to restate comparative information in accordance with the transition provision in IFRS 16. Instead, the Group recognizes the cumulative effect of initially applying IFRS 16 as an adjustment to the opening balance of retained earnings (or other component of equity, as appropriate) at the date of initial application.

  • (1) Leases previously classified as operating leases

For leases that were previously classified as operating leases applying IAS 17, the Group measured and recognized those leases as lease liability on January 1, 2019 at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate on January 1, 2019, and; The Group chooses, on a leaseby-lease basis, to measure the right-of-use asset at either:

  • i. its carrying amount as if IFRS 16 had been applied since the commencement date, but discounted using the lessee’s incremental borrowing rate on January 1, 2019; or

  • ii. an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognized in the balance sheet immediately before January 1, 2019.

On January 1, 2019, the Group’s right-of-use asset and lease liability increased by NT$311,664 and NT$311,664, respectively.

245

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Besides, on January 1, 2019, for leases that were previously classified as operating leases applying IAS 17 and those who have paid the rent in full, the Group reclassified the long-term rental prepayment of NT$230,297 to the right-of-use asset.

In accordance with the transition provision in IFRS 16, the Group used the following practical expedients on a lease-by-lease basis to leases previously classified as operating leases:

  • i. Apply a single discount rate to a portfolio of leases with reasonably similar characteristics.

  • ii. Elect to account in the same way as short-term leases to leases for which the lease term ends within 12 months of January 1, 2019.

  • iii.Exclude initial direct costs from the measurement of the right-of-use asset on January 1, 2019.

  • iv.Use hindsight, such as in determining the lease term if the contract contains options to extend or terminate the lease.

  • (2) Please refer to Note 4, Note 5 and Note 6 for additional disclosure of lessee and lessor which required by IFRS 16.

  • (3) As at January 1, 2019, the impacts arising from the adoption of IFRS 16 are summarised as follows:

  • i. The weighted average lessee’s incremental borrowing rate applied to lease liabilities recognized in the balance sheet on January 1, 2019 was 1.30%.

  • ii. For leases that were classified as operating leases applying IAS 17, lease payments are recognized as an expense on a straight-line basis over the lease term. After adopting IFRS 16, the Company expects to measure and recognize those leases, except for short-term or low-value asset lease exemptions, as lease liability at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate on January 1, 2019. Operating lease commitments under IAS 17 as of December 31, 2018 were NT$316,408 thousand and the present value discounted at the incremental borrowing rate on January 1, 2019 were NT$311,664 thousand. Thus, lease liabilities as of January 1, 2019 under IFRS 16 were recorded at NT$311,664 thousand.

246

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

  • D.The Group is a lessor and has not made any adjustments. Please refer to Note 4, Note 5 and Note 6 for the information relating to the lessor.

  • Standards or interpretations issued, revised or amended, by International Accounting Standards Board (“IASB”) which are endorsed by FSC, but not yet adopted by the Group as at the end of the reporting period are listed below.

Items New,Revised or Amended Standards and Interpretations Effective Date
issued byIASB
a Definition of a Business - Amendments to IFRS 3 January1,2020
b Definition of Material - Amendments to IAS 1 and 8 January1,2020
c Interest Rate Benchmark Reform - Amendments to IFRS 9,
IAS 39 and IFRS 7
January 1, 2020
  • (a) Definition of a Business - Amendments to IFRS 3

The amendments clarify the definition of a business in IFRS 3 Business Combinations. The amendments are intended to assist entities to determine whether a transaction should be accounted for as a business combination or as an asset acquisition.

IFRS 3 continues to adopt a market participant’s perspective to determine whether an acquired set of activities and assets is a business. The amendments clarify the minimum requirements for a business; add guidance to help entities assess whether an acquired process is substantive; and narrow the definitions of a business and of outputs; etc.

  • (b) Definition of a Material - Amendments to IAS 1 and 8

The main amendment is to clarify new definition of material. It states that “information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity.” The amendments clarify that materiality will depend on the nature or magnitude of information. An entity will need to assess whether the information, either individually or in combination with other information, is material in the context of the financial statements.

  • (c) Interest Rate Benchmark Reform - Amendments to IFRS 9, IAS 39 and IFRS 7

The amendments include a number of exceptions, which apply to all hedging relationships that are directly affected by interest rate benchmark reform. A hedging

247

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

relationship is directly affected if the interest rate benchmark reform gives rise to uncertainties about the timing and or amount of benchmark-based cash flows of the hedged item or the hedging instrument. Hence, the entity shall apply the exceptions to all hedging relationships directly affected by the interest rate benchmark reform.

The amendments include:

  • (1) highly probable requirement

When determining whether a forecast transaction is highly probable, an entity shall assume that the interest rate benchmark on which the hedged cash flows are based is not altered as a result of the interest rate benchmark reform.

  • (2) prospective assessments

When performing prospective assessments, an entity shall assume that the interest rate benchmark on which the hedged item, hedged risk and/or hedging instrument are based is not altered as a result of the interest rate benchmark reform.

  • (3) IAS 39 retrospective assessment

An entity is not required to undertake the IAS 39 retrospective assessment (i.e. the actual results of the hedge are within a range of 80–125%) for hedging relationships directly affected by the interest rate benchmark reform.

  • (4) separately identifiable risk components

For hedges of a non-contractually specified benchmark component of interest rate risk, an entity shall apply the separately identifiable requirement only at the inception of such hedging relationships.

The amendments also include the end of application of the exceptions requirements and the related disclosures requirements of the amendments.

The abovementioned standards and interpretations were issued by IASB and endorsed by FSC so that they are applicable for annual periods beginning on or after January 1, 2020. The standards and interpretations have no material impact on the Group.

248

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

  1. Standards or interpretations issued, revised or amended, by International Accounting Standards Board (“IASB”) which are not endorsed by FSC, but not yet adopted by the Group as at the end of the reporting period are listed below.
Items New,Revised or Amended Standards and Interpretations Effective Date
issued byIASB
a IFRS 10 “Consolidated Financial Statements” and IAS 28
“Investments in Associates and Joint Ventures” - Sale or
Contribution of Assets between an Investor and its Associate
or Joint Ventures
To be determined
by IASB
b IFRS 17 “Insurance Contracts” January1,2021
c Classification of Liabilities as Current or Non-current -
Amendments to IAS 1
January 1, 2022

(a) IFRS 10“Consolidated Financial Statements” and IAS 28“Investments in Associates and Joint Ventures” - Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures

The amendments address the inconsistency between the requirements in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures, in dealing with the loss of control of a subsidiary that is contributed to an associate or a joint venture. IAS 28 restricts gains and losses arising from contributions of non-monetary assets to an associate or a joint venture to the extent of the interest attributable to the other equity holders in the associate or joint ventures. IFRS 10 requires full profit or loss recognition on the loss of control of the subsidiary. IAS 28 was amended so that the gain or loss resulting from the sale or contribution of assets that constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized in full. IFRS 10 was also amended so that the gains or loss resulting from the sale or contribution of a subsidiary that does not constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized only to the extent of the unrelated investors’ interests in the associate or joint venture. The effective date of the amendments has been postponed indefinitely, but early adoption is allowed.

249

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

  • (b) IFRS 17 “Insurance Contracts”

IFRS 17 provides a comprehensive model for insurance contracts, covering all relevant accounting aspects (including recognition, measurement, presentation and disclosure requirements). The core of IFRS 17 is the General (building block) Model, under this model, on initial recognition, an entity shall measure a group of insurance contracts at the total of the fulfilment cash flows and the contractual service margin. The fulfilment cash flows comprise of the following:

  • (1) estimates of future cash flows;

  • (2) Discount rate: an adjustment to reflect the time value of money and the financial risks related to the future cash flows, to the extent that the financial risks are not included in the estimates of the future cash flows; and

  • (3) a risk adjustment for non-financial risk.

The carrying amount of a group of insurance contracts at the end of each reporting period shall be the sum of the liability for remaining coverage and the liability for incurred claims. Other than the General Model, the standard also provides a specific adaptation for contracts with direct participation features (the Variable Fee Approach) and a simplified approach (Premium Allocation Approach) mainly for short-duration contracts.

  • (c) Classification of Liabilities as Current or Non-current – Amendments to IAS 1

These are the amendments to paragraphs 69-76 of IAS 1 Presentation of Financial statements and the amended paragraphs related to the classification of liabilities as current or non-current.

The abovementioned standards and interpretations issued by IASB have not yet endorsed by FSC at the date when the Group’s financial statements were authorized for issue, the local effective dates are to be determined by FSC. The Group assesses that there will be no significant impact on the Group’s financial statements then.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • (1) Statement of compliance

The consolidated financial statements for the years ended December 31, 2019 and 2018 have been prepared in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34, “Interim Financial Reporting,” by the FSC of the Republic of China.

250

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

  • (2) Basis of preparation

The consolidated financial statements have been prepared on a historical cost basis, except for financial instruments that have been measured at fair value. The consolidated financial statements are presented in thousands of New Taiwan Dollars (“NT$”) unless otherwise specified.

  • (3) Basis of consolidation

Preparation principle of consolidated financial statements

Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Company controls an investee if and only if the Company has:

  • (a) Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)

  • (b) Exposure, or rights, to variable returns from its involvement with the investee, and

  • (c) The ability to use its power over the investee to affect its returns

When the Company has less than a majority of the voting or similar rights of an investee, the Company considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

  • (a) The contractual arrangement with the other vote holders of the investee

  • (b) Rights arising from other contractual arrangements

  • (c) The Company’s voting rights and potential voting rights

The Company re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control.

Subsidiaries are fully consolidated from the acquisition date, being the date on which the Company obtains control, and continue to be consolidated until the date that such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using uniform accounting policies. All intra-group balances, income and expenses, unrealized gains and losses and dividends resulting from intra-group transactions are eliminated in full.

251

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

A change in the ownership interest of a subsidiary, without a change of control, is accounted for as an equity transaction.

Total comprehensive income of the subsidiaries is attributed to the owners of the parent and to the NCIs even if this results in a deficit balance of the NCIs.

If the Company loses control of a subsidiary, it:

  • (a) Derecognizes the assets (including goodwill) and liabilities of the subsidiary;

  • (b) Derecognizes the carrying amount of any non-controlling interest;

  • (c) Recognizes the fair value of the consideration received;

  • (d) Recognizes the fair value of any investment retained;

  • (e) Recognizes any surplus or deficit in profit or loss; and

  • (f) Reclassifies the parent’s share of components previously recognized in other comprehensive income to profit or loss.

The consolidated entities are listed as follows:

Percentage of Ownership
(%),As ofDecember 31,
Percentage of Ownership
(%),As ofDecember 31,
Investor Subsidiary Main business 2019 2018

100.00%

100.00%

100.00%

100.00%
The Company

The Company

The Company

KINSUS HOLDING
(SAMOA)
LIMITED
KINSUS CORP. (USA)
KINSUS HOLDING
(SAMOA) LIMITED
KINSUS
INVESTMENT CO.,
LTD.
KINSUS HOLDING
(CAYMAN)
LIMITED
Designing substrates,
formulating marketing
strategy analysis,
developing new
customers, researching
and development new
product technology
Investing activities
Investing activities
Investing activities
100.00%
100.00%
100.00%
100.00%

252

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

KINSUS HOLDING
PIOTEK HOLDINGS
Investing activities 51.00% 51.00%
(SAMOA) LTD. (CAYMAN)
LIMITED
KINSUS
PEGAVISION
Manufacture of medical 30.33% 36.81%
INVESTMENT CO., CORPORATION equipment (Note) (Note)
LTD.
KINSUS HOLDING
KINSUS
Manufacturing and 100.00% 100.00%
(CAYMAN) INTERCONNECT selling printed circuit
LIMITED TECHNOLOGY board (PCB) (not high-
SUZHOU CORP. density fine-line)
KINSUS HOLDING
XIANG-SHOU
Trading of PCB related 100.00% 100.00%
(CAYMAN) (SUZHOU) products and materials
LIMITED TRADING (not high-density fine-
LIMITED line)
PIOTEK HOLDINGS
PIOTEK HOLDING
Investing activities 100.00% 100.00%
LTD. (CAYMAN) LIMITED
PIOTEK HOLDINGS
PIOTEK COMPUTER
Researching, 100.00% 100.00%
LIMITED (SUZHOU) CO., developing, producing
LTD. and selling electronic
components, PCBs and
related products and
providing after-sale
services
PIOTEK HOLDINGS
PIOTEK (H.K.)
Trading activities 100.00% 100.00%
LIMITED TRADING LIMITED
PEGAVISION
PEGAVISION
Investing activities 100.00% 100.00%
CORPORATION HOLDINGS
CORPORATION
PEGAVISION
PEGAVISION
Selling medical 100.00% 100.00%
CORPORATION JAPAN INC. equipment

253

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

PEGAVISION PEGAVISION Selling medical 100.00% 100.00%
HOLDINGS CONTACT LENSES equipment
CORPORATION (SHANGHAI)
CORPORATION
PEGAVISION GEMVISION Selling medical 100.00% NA
CONTACT TECHNOLOGY equipment (Note 1)
LENSES (ZHEJIANG)
(SHANGHAI) LIMITED
CORPORATION

Note: The Group owned a compound 36.81% of ownership of Pegavision Corporation as of December 31, 2019 and 2018. The management decided to include Pegavision Corporation as a consolidated entity because the Group, in substance, possessed the control over this entity.

PEGAVISION CORPORATION increased its common capital in amount of NT$100,000 thousand, divided into 10,000 thousand shares, each share at par of NT$10 for the purpose of initial listing on a stock exchange. Kinsus Investment Co., Ltd. not only surrendered its preempted right on the offering but also sold 855 thousand shares of Pegavision Corporation. As a result, Kinsus Investment Co., Ltd.’s ownership interest on Pegavision Corporation reduced from 36.81% to 30.33%.

  • Note 1: The board of directors of PEGAVISION CORPORATION has resolved at a meeting held on December 24, 2018 to set up an 100%-owned subsidiary, GEMVISION TECHNOLOGY (ZHEJIANG) LIMITED, through PEGAVISION CONTACT LENSES (SHANGHAI) CORPORATION. The Group completed the registration on January 29, 2019.

(4) Foreign currency transactions

The Group’s consolidated financial statements are presented in New Taiwan Dollar, which is the parent company’s functional currency. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.

Transactions in foreign currencies are initially recorded by the Group entities at their respective functional currency rates prevailing at the date of the transaction. At the reporting date, monetary items denominated in foreign currencies are retranslated at the prevailing functional currency closing rate of exchange; non-monetary items measured at fair value in

254

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

a foreign currency are retranslated using the exchange rates at the date when the fair value is determined; and non-monetary items measured at historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions.

All exchange differences arising from the settlement or translation of monetary items are taken to profit or loss in the period in which they arise, except for the following:

  • A. Exchange differences arising from foreign currency borrowings for an acquisition of a qualifying asset to the extent that they are regarded as an adjustment to interest costs are included in the borrowing costs that are eligible for capitalization.

  • B. Foreign currency items within the scope of IFRS 9 Financial Instruments are accounted for based on the accounting policy for financial instruments.

  • C. Exchange differences arising on a monetary item that forms part of a reporting entity’s net investment in a foreign operation is recognized initially in other comprehensive income and reclassified from equity to profit or loss on disposal of the net investment.

When a gain or loss on a non-monetary item is recognized in other comprehensive income, any exchange component of that gain or loss is recognized in other comprehensive income. When a gain or loss on a non-monetary item is recognized in profit or loss, any exchange component of that gain or loss is recognized in profit or loss.

  • (5) Foreign currency transactions and translation of financial statements in foreign currency

The assets and liabilities of foreign operations are translated into New Taiwan dollar at the closing rate of exchange prevailing at the balance sheet date and their income and expenses are translated at an average rate for the period. The exchange differences arising on the translation are recognized in other comprehensive income under exchange differences on translation of foreign operations. On disposal of the foreign operation, cumulative amount of the exchange differences recognized in other comprehensive income under separate component of equity is reclassified from equity to profit or loss when recognizing the disposal gain/loss.

On the partial disposal of a subsidiary that includes a foreign operation that does not result in a loss of control, the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is re-attributed to the NCIs in that foreign operation, instead of recognized in profit or loss. In partial disposal of an associate or jointly controlled entity that includes a foreign operation that does not result in a loss of significant influence or joint control, only the proportionate share of the cumulative amount

255

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

of the exchange differences recognized in other comprehensive income is reclassified to profit or loss.

Any goodwill and fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and expressed in its functional currency.

  • (6) Current and non-current distinction for assets and liabilities

An asset is classified as current when:

  • (a) The Group expects to realize the asset, or intends to sell or consume it, in its normal operating cycle

  • (b) The Group holds the asset primarily for the purpose of trading

  • (c) The Group expects to realize the asset within twelve months after the reporting period

  • (d) The asset is cash or cash equivalent, unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is classified as current when:

  • (a) The Group expects to settle the liability in its normal operating cycle

  • (b) The Group holds the liability primarily for the purpose of trading

  • (c) The liability is due to be settled within twelve months after the reporting period

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

All other liabilities are classified as non-current.

  • (7) Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, demand deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value (including fixed-term deposits that have maturities equal to or less than three months from the date of acquisition).

256

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

(8) Financial instruments

Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities within the scope of IFRS 9 Financial Instruments are recognized initially at fair value plus or minus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs.

  • (a) Financial assets: Recognition and Measurement

The Group accounts for regular way purchase or sales of financial assets on the trade date.

The Group classified financial assets as subsequently measured at amortized cost, fair value through other comprehensive income or fair value through profit or loss considering both factors below:

  • A. The Group’s business model for managing the financial assets and

  • B. The contractual cash flow characteristics of the financial asset.

Financial assets measured at amortized cost

A financial asset is measured at amortized cost if both of the following conditions are met and presented as note receivables, trade receivables financial assets measured at amortized cost and other receivables etc., on balance sheet as at the reporting date:

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

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

Such financial assets are subsequently measured at amortized cost (the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortization using the effective interest method of any difference between the initial amount and the maturity amount and adjusted for any loss allowance) and is not part of a hedging relationship. A gain or loss is recognized in profit or loss when the financial asset is derecognized, through the amortization process or in order to recognize the impairment gains or losses.

257

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:

  • A. Purchased or originated credit-impaired financial assets. For those financial assets, the Group applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.

  • B. Financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Group applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.

Financial asset measured at fair value through other comprehensive income

A financial asset is measured at fair value through other comprehensive income if both of the following conditions are met:

  • A. The financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and

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

Recognition of gain or loss on a financial asset measured at fair value through other comprehensive income are described as below:

  • A. A gain or loss on a financial asset measured at fair value through other comprehensive income recognized in other comprehensive income, except for impairment gains or losses and foreign exchange gains and losses, until the financial asset is derecognized or reclassified.

  • B. When the financial asset is derecognized the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment.

258

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

  • C. Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:

  • (i) Purchased or originated credit-impaired financial assets. For those financial assets, the Group applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.

  • (ii) Financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Group applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.

Besides, at initial recognition, the Group make an irrevocable election to present in other comprehensive income subsequent changes in the fair value of an investment in an equity instrument within the scope of IFRS 9 that is neither held for trading nor contingent consideration recognized by an acquirer in a business combination to which IFRS 3 applies. Amounts presented in other comprehensive income are not be subsequently transferred to profit or loss (when disposal of such equity instrument, its cumulated amount included in other components of equity is transferred directly to the retained earnings) and should recorded as financial assets measured at fair value through other comprehensive income on balance sheet. Dividends on such investment are recognized in profit or loss unless the dividends clearly represents a recovery of part of the cost of investment.

Financial asset measured at fair value through profit or loss

Financial assets were measured at amortized cost or measured at fair value through other comprehensive income only if they met particular conditions. All other financial assets were measured at fair value through profit or loss and presented on the balance sheet as financial assets measured at fair value through profit or loss.

Such financial assets are measured at fair value, the gains or losses resulting from remeasurement is recognized in profit or loss which includes any dividend or interest received on such financial assets.

(b) Impairment of financial assets

The Group is recognized a loss allowance for expected credit losses on debt instrument investments measured at fair value through other comprehensive income and financial

259

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

asset measured at amortized cost. The loss allowance on debt instrument investments measured at fair value through other comprehensive income is recognized in other comprehensive income and not reduce the carrying amount in the statement of financial position.

The Group measures expected credit losses of a financial instrument in a way that reflects:

  • A. An unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes;

  • B. The time value of money; and

  • C. Reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions.

The loss allowance is measures as follows:

  • A. At an amount equal to 12-month expected credit losses: the credit risk on a financial asset has not increased significantly since initial recognition or the financial asset is determined to have low credit risk at the reporting date. In addition, the Group measures the loss allowance for a financial asset at an amount equal to lifetime expected credit losses in the previous reporting period, but determines at the current reporting date that condition is no longer met.

  • B. At an amount equal to the lifetime expected credit losses: the credit risk on a financial asset has increased significantly since initial recognition or financial asset that is purchased or originated credit-impaired financial asset.

  • C. For trade receivables or contract assets arising from transactions within the scope of IFRS 15, the Group measures the loss allowance at an amount equal to lifetime expected credit losses.

  • D. For lease receivables arising from transactions within the scope of IFRS 16 (before January 1, 2019: IAS 17), the Group measures the loss allowance at an amount equal to lifetime expected credit losses.

At each reporting date, the Group needs to assess whether the credit risk on a financial asset has been increased significantly since initial recognition by comparing the risk of a default occurring at the reporting date and the risk of default occurring at initial recognition. Please refer to Note 12 for further details on credit risk.

260

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

  • (c) Derecognition of financial assets

A financial asset is derecognized when:

  • A. The rights to receive cash flows from the asset have expired

  • B. The Group has transferred the asset and substantially all the risks and rewards of the asset have been transferred

  • C. The Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

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

  • (d) Financial liabilities and equity

Classification between liabilities or equity

The Group classifies the instrument issued as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability, and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. The transaction costs of an equity transaction are accounted for as a deduction from equity (net of any related income tax benefit) to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided.

Financial liabilities

Financial liabilities within the scope of IFRS 9 Financial Instruments are classified as financial liabilities at fair value through profit or loss or financial liabilities measured at amortized cost upon initial recognition.

261

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated as at fair value through profit or loss. A financial liability is classified as held for trading if:

  • A. It is acquired or incurred principally for the purpose of selling or repurchasing it in the near term;

  • B. On initial recognition it is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking; or

  • C. It is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument).

If a contract contains one or more embedded derivatives, the entire hybrid (combined) contract may be designated as a financial liability at fair value through profit or loss; or a financial liability may be designated as at fair value through profit or loss when doing so results in more relevant information, because either:

  • A. It eliminates or significantly reduces a measurement or recognition inconsistency; or

  • B. A group of financial liabilities or financial assets and financial liabilities is managed and its performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy, and information about the group is provided internally on that basis to the key management personnel.

Gains or losses on the subsequent measurement of liabilities at fair value through profit or loss including interest paid are recognized in profit or loss.

Financial liabilities at amortized cost

Financial liabilities measured at amortized cost include interest bearing loans and borrowings that are subsequently measured using the effective interest rate method after initial recognition. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the effective interest rate method amortization process.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or transaction costs.

262

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Derecognition of financial liabilities

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified (whether or not attributable to the financial difficulty of the debtor), such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

  • (e) Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount reported in the balance sheet if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.

  • (9) Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

  • (a) In the principal market for the asset or liability, or

  • (b) In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible to by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

263

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

  • (10)Inventories

Inventories are valued at lower of cost or net realizable value item by item.

Costs incurred in bringing each inventory to its present location and conditions are accounted for as follows:

Raw materials - At actual purchase cost, using weighted average method Finished goods and work in progress -

Including cost of direct materials and labor and a proportion of manufacturing overheads based on normal operating capacity, using weighted average method.

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

Rendering of services is accounted in accordance with IFRS 15 but not within the scoping of inventories.

  • (11)Investments accounted for using the equity method

The Group’s investment in its associate is accounted for using the equity method other than those that meet the criteria to be classified as held for sale. An associate is an entity over which the Group has significant influence. A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture.

Under the equity method, the investment in the associate or an investment in a joint venture is carried in the balance sheet at cost and adjusted thereafter for the post-acquisition change in the Group’s share of net assets of the associate or joint venture. After the interest in the associate or joint venture is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture. Unrealized gains and losses resulting from transactions between the Group and the associate or joint venture are eliminated to the extent of the Group’s related interest in the associate or joint venture.

264

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

When changes in the net assets of an associate or a joint venture occur and not those that are recognized in profit or loss or other comprehensive income and do not affects the Group’s percentage of ownership interests in the associate or joint venture, the Group recognizes such changes in equity based on its percentage of ownership interests. The resulting capital surplus recognized will be reclassified to profit or loss at the time of disposing the associate or joint venture on a prorata basis.

When the associate or joint venture issues new stock, and the Group’s interest in an associate or a joint venture is reduced or increased as the Group fails to acquire shares newly issued in the associate or joint venture proportionately to its original ownership interest, the increase or decrease in the interest in the associate or joint venture is recognized in Additional Paid in Capital and Investment accounted for using the equity method. When the interest in the associate or joint venture is reduced, the cumulative amounts previously recognized in other comprehensive income are reclassified to profit or loss or other appropriate items. The aforementioned capital surplus recognized is reclassified to profit or loss on a pro rata basis when the Group disposes the associate or joint venture.

The financial statements of the associate or joint venture are prepared for the same reporting period as the Group. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group.

The Group determines at each reporting date whether there is any objective evidence that the investment in the associate or an investment in a joint venture is impaired in accordance with IAS 28 Investments in Associates and Joint Ventures. If this is the case the Group calculates the amount of impairment as the difference between the recoverable amount of the associate or joint venture and its carrying value and recognizes the amount in the ‘share of profit or loss of an associate’ in the statement of comprehensive income in accordance with IAS 36 Impairment of Assets. In determining the value in use of the investment, the Group estimates:

  • (a) Its share of the present value of the estimated future cash flows expected to be generated by the associate or joint venture, including the cash flows from the operations of the associate and the proceeds on the ultimate disposal of the investment; or

  • (b) The present value of the estimated future cash flows expected to arise from dividends to be received from the investment and from its ultimate disposal.

Because goodwill that forms part of the carrying amount of an investment in an associate or an investment in a joint venture is not separately recognized, it is not tested for impairment separately by applying the requirements for impairment testing goodwill in IAS 36 Impairment of Assets.

265

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Upon loss of significant influence over the associate or joint venture, the Group measures and recognizes any retaining investment at its fair value. Any difference between the carrying amount of the associate or joint venture upon loss of significant influence and the fair value of the retaining investment and proceeds from disposal is recognized in profit or loss. Furthermore, if an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate, the entity continues to apply the equity method and does not remeasure the retained interest.

(12)Property, plant and equipment

Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of dismantling and removing the item and restoring the site on which it is located and borrowing costs for construction in progress if the recognition criteria are met. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. When significant parts of property, plant and equipment are required to be replaced in intervals, the Company recognized such parts as individual assets with specific useful lives and depreciation, respectively. The carrying amount of those parts that are replaced is derecognized in accordance with the derecognition provisions of IAS 16 “Property, plant and equipment”. When a major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in profit or loss as incurred.

Depreciation is calculated on a straight-line basis over the estimated economic lives of the following assets:

Buildings 10 to 25 years
Machinery 2 to 10 years
Vehicle 2 to 6 years
Office equipment 3 to 6 years
Other equipment 1 to 25 years

An item of property, plant and equipment or any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is recognized in profit or loss.

The property, plant and equipment’s residual values, useful lives and methods of depreciation are reviewed at each financial year. If the expected values differ from the estimates, the differences are recorded as a change in accounting estimate.

266

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

(13)Leasing

The accounting policy from January 1, 2019 as follow:

For contracts entered on or after January 1, 2019, the Group assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset for a period of time, the Group assesses whether, throughout the period of use, has both of the following:

  • (a) the right to obtain substantially all of the economic benefits from use of the identified asset; and

  • (b) the right to direct the use of the identified asset.

The Group elected not to reassess whether a contract is, or contains, a lease on January 1, 2019. The Group is permitted to apply IFRS 16 to contracts that were previously identified as leases applying IAS 17 and IFRIC 4 but not to apply IFRS 16 to contracts that were not previously identified as containing a lease applying IAS 17 and IFRIC 4.

For a contract that is, or contains, a lease, the Group accounts for each lease component within the contract as a lease separately from non-lease components of the contract. For a contract that contains a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate standalone price of the non-lease components. The relative stand-alone price of lease and nonlease components shall be determined on the basis of the price the lessor, or a similar supplier, would charge the Group for that component, or a similar component, separately. If an observable stand-alone price is not readily available, the Group estimates the stand-alone price, maximising the use of observable information.

Group as a lessee

Except for leases that meet and elect short-term leases or leases of low-value assets, the Group recognizes right-of-use asset and lease liability for all leases which the Group is the lessee of those lease contracts.

At the commencement date, the Group measures the lease liability at the present value of the lease payments that are not paid at that date. The lease payments discount using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily

267

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

determined, the Group uses it’s incremental borrowing rate. At the commencement date, the lease payments included in the measurement of the lease liability comprise the following payments for the right to use the underlying asset during the lease term that are not paid at the commencement date:

  • (a) fixed payments (including in-substance fixed payments), less any lease incentives receivable;

  • (b) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

  • (c) amounts expected to be payable by the lessee under residual value guarantees;

  • (d) the exercise price of a purchase option if the Group is reasonably certain to exercise that option; and

  • (e) payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.

After the commencement date, the Group measures the lease liability on an amortised cost basis, which is increasing the carrying amount to reflect interest on the lease liability by using an effective interest method; and reducing the carrying amount to reflect the lease payments made.

At the commencement date, the Group measures the right-of-use asset at cost. The cost of the right-of-use asset comprises:

  • (a) the amount of the initial measurement of the lease liability;

  • (b) any lease payments made at or before the commencement date, less any lease incentives received;

  • (c) any initial direct costs incurred by the lessee; and

  • (d) an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.

For subsequent measurement of the right-of-use asset, the Group measures the right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses. That is, the Group measures the right-of-use applying a cost model.

If the lease transfers ownership of the underlying asset to the Group by the end of the lease term or if the cost of the right-of-use asset reflects that the Group will exercise a purchase option, the Group depreciates the right-of-use asset from the commencement date to the end of the useful life of the underlying asset. Otherwise, the Group depreciates the right-of-use asset from the commencement date to the earlier of the end of the useful life of the right-ofuse asset or the end of the lease term.

268

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

The Group applies IAS 36 “Impairment of Assets” to determine whether the right-of-use asset is impaired and to account for any impairment loss identified.

Except for leases that meet and elect short-term leases or leases of low-value assets, the Group presents right-of-use assets and lease liabilities in the balance sheet and separately presents lease-related interest expense and depreciation charge in the statements comprehensive income.

For short-term leases or leases of low-value assets, the Group elects to recognize the lease payments associated with those leases as an expense on either a straight-line basis over the lease term or another systematic basis.

Group as a lessor

At inception of a contract, the Group classifies each of its leases as either an operating lease or a finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership of an underlying asset. At the commencement date, the Group recognizes assets held under a finance lease in its balance sheet and present them as a receivable at an amount equal to the net investment in the lease.

For a contract that contains lease components and non-lease components, the Group allocates the consideration in the contract applying IFRS 15.

The Group recognizes lease payments from operating leases as rental income on either a straight-line basis or another systematic basis. Variable lease payments for operating leases that do not depend on an index or a rate are recognized as rental income when incurred.

Accounting policy before January 1, 2019

Group as a lessee

Finance leases which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the commencement of the lease at the fair value of the leased item or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability.

269

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term.

Operating lease payments are recognized as an expense on a straight-line basis over the lease term.

Group as a lessor

Leases in which the Group does not transfer substantially all the risks and benefits of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as rental income. Rental incomes under operating lease are recognized on a straight-line basis over the lease term. Contingent rents are recognized as revenue in the period in which they are earned.

(14)Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses, if any. Internally generated intangible assets, not meeting the recognition criteria, are not capitalized and expenditure is reflected in profit or loss for the year in which the expenditure is incurred.

The useful lives of intangible assets are assessed as either finite or indefinite.

Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each financial year. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates.

Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit (CGU) level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

270

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Gains or losses arising from derecognition of an intangible asset are recognized in profit or loss.

The Group’s accounting policies for intangible assets are as follows:

Useful economic life

Amortization method

Internally generated or acquired externally
Cost of Computer Software
1 to 5 years
Straight-line method during the contract term
Acquired externally

(15)Impairment of non-financial assets

The Group assesses at the end of each reporting period whether there is any indication that an asset in the scope of IAS 36 “Impairment of Assets” may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group would conduct impairment tests at individual or CGU level. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired. An asset’s recoverable amount is the higher of an asset’s net fair value or its value in use.

For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the recoverable amount of the asset or CGU. A previously recognized impairment loss is reversed only if there has been an increase in the estimated service potential of an asset which in turn increases the recoverable amount. However, the reversal is limited so that the carrying amount of the asset does not exceed the carrying amount that would have been determined, net of depreciation or amortization, had no impairment loss been recognized for the asset in prior years.

A cash generating unit, or groups of cash-generating units, to which goodwill has been allocated is tested for impairment annually at the same time, irrespective of whether there is any indication of impairment. If an impairment loss is to be recognized, it is first allocated to reduce the carrying amount of any goodwill allocated to the cash generating unit (group of units), then to the other assets of the unit (group of units) pro rata on the basis of the carrying amount of each asset in the unit (group of units). Impairment losses relating to goodwill cannot be reversed in future periods for any reason.

Impairment loss or reversals of continuing operations are recognized in profit or loss.

271

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

(16)Provisions

Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

(17)Revenue recognition

The Group’s revenue arising from contracts with customers mainly includes sale of goods and rendering of services. The accounting policies for the Group’s types of revenue are explained as follow:

Sale of goods

The Group mainly manufactures and sells of its products. Sales are recognized when control of the goods is transferred to the customer and the goods are delivered to the customers. The main product of the Group is substrate and revenue is recognized based on the consideration stated in the contract. The remaining sales transactions are usually accompanied by volume discounts (based on the accumulated total sales amount for a specified period). Therefore, revenue from these sales is recognized based on the price specified in the contract, net of the estimated volume discounts. Accumulated experience is used to estimate and provide for the discounts, using the expected value method. Revenue is only recognized to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. During the period specified in the contract, refund liability is recognized for the products expected to be returned.

The credit period of the Group’s sale of goods is from 30 to 90 days. For most of the contracts, when the Group transfers the goods to customers and has a right to an amount of consideration that is unconditional, these contracts are recognized as trade receivables. The period between the time when the Group transfers the goods to customers and when the customers pay for that goods is usually short and have no significant financing component to the contract. In the case that the Group has the right to transfer the goods to customers but does not has a right to an amount of consideration that is unconditional, these contacts should

272

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

be presented as contract assets. Besides, in accordance with IFRS 9, the Group measures the loss allowance for a contract asset at an amount equal to the lifetime expected credit losses.

(18)Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

(19)Post-employment benefits

All regular employees of Kinsus and its domestic subsidiaries are entitled to pension plans that are managed by an independently administered pension fund committee. Fund assets are deposited under the committee’s name in the specific bank account and hence, not associated with Kinsus and its domestic subsidiaries. Therefore, fund assets are not included in the Group’s consolidated financial statements. Pension benefits for employees of the overseas subsidiaries and the branches are provided in accordance with the respective local regulations.

For the defined contribution plan, Kinsus and its domestic subsidiaries will make a monthly contribution of no less than 6% of the monthly wages of the employees subject to the plan. The Company recognizes expenses for the defined contribution plan in the period in which the contribution becomes due. Overseas subsidiaries and branches make contribution to the plan based on the requirements of local regulations and the contribution is expensed as incurred.

Post-employment benefit plan that is classified as a defined benefit plan uses the Projected Unit Credit Method to measure its obligations and costs based on actuarial assumptions. Remeasurements, comprising of the effect of the actuarial gains and losses, the effect of the asset ceiling (excluding net interest) and the return on plan assets, excluding net interest, are recognized as other comprehensive income with a corresponding debit or credit to retained earnings in the period in which they occur. Past service costs are recognized in profit or loss on the earlier of:

  • (a) the date of the plan amendment or curtailment, and

  • (b) the date that the Company recognizes restructuring-related costs

273

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset, both as determined at the start of the annual reporting period, taking account of any changes in the net defined benefit liability (asset) during the period as a result of contribution and benefit payment.

  • (20)Share-based payment transactions

The cost of equity-settled transactions between the Group and its subsidiaries is recognized based on the fair value of the equity instruments granted. The fair value of the equity instruments is determined by using an appropriate pricing model.

The cost of equity-settled transactions is recognized, together with a corresponding increase in other capital reserves in equity, over the period in which the performance and/or service conditions are fulfilled. The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The income statement expense or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period.

No expense is recognized for awards that do not ultimately vest, except for equity-settled transactions where vesting is conditional upon a market or non-vesting condition, which are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.

Where the terms of an equity-settled transaction award are modified, the minimum expense recognized is the expense as if the terms had not been modified, if the original terms of the award are met. An additional expense is recognized for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee as measured at the date of modification.

Where an equity-settled award is cancelled, it is treated as if it vested on the date of cancellation, and any expense not yet recognized for the award is recognized immediately. This includes any award where non-vesting conditions within the control of either the entity or the employee are not met. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

274

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

The cost of restricted stocks issued is recognized as salary expense based on the fair value of the equity instruments on the grant date, together with a corresponding increase in other capital reserves in equity, over the vesting period. The Group recognized unearned employee salary which is a transitional contra equity account; the balance in the account will be recognized as salary expense over the passage of vesting period.

  • (21)Income tax

Income tax expense (benefit) is the aggregate amount included in the determination of profit or loss for the period in respect of current tax and deferred tax.

Current income tax

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of reporting period. Current income tax relating to items recognized in other comprehensive income or directly in equity is recognized in other comprehensive income or equity and not in profit or loss.

The income tax for undistributed earnings of the Company and its subsidiaries is recognized as income tax expense in the subsequent year when the distribution proposal is approved by the Shareholders’ meeting.

Deferred income tax

Deferred income tax is a temporary difference between the tax bases of assets and liabilities and their carrying amounts in balance sheet at the reporting date.

Deferred tax liabilities are recognized for all taxable temporary differences, except:

  • (a) Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit (loss);

  • (b) In respect of taxable temporary differences associated with investments in subsidiaries, and associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

275

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Deferred tax assets are recognized for all deductible temporary differences, any unused tax losses and carry forward of unused tax credits to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except:

  • (a) Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or

  • (b) In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will be reversed in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets are reassessed and recognized at each reporting date.

Deferred tax assets and liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

5. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the Group’s consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

276

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

(1) Judgement

In the process of applying the Company’s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognized in the consolidated financial statements:

  • A. De facto control without a majority of the voting rights in subsidiaries

The Company does not have majority of the voting rights in certain subsidiaries. However, after taking into consideration factors such as absolute size of the Company’s holding, relative size of the other shareholdings, how widely spread are the remaining shareholders, contractual arrangements between shareholders, potential voting rights, etc., the Company reached the conclusion that it has de facto control over these subsidiaries. Please refer to Note 4 for further details.

  • (2) Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that would have a significant risk for a material adjustment to the carrying amounts of assets and liabilities within the next fiscal year are discussed below.

A. Fair value of financial instruments

Where the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be derived from active markets, they are determined using valuation techniques including income approach (for example, the discounted cash flows model) or the market approach. Changes in assumptions about these factors could affect the reported fair value of the financial instruments. Please refer to Note 12 for more details.

B. Accounts receivables-estimation of impairment loss

The Group estimates the impairment loss of accounts receivables at an amount equal to lifetime expected credit losses. The credit loss is the present value of the difference between the contractual cash flows that are due under the contract (carrying amount) and the cash flows that expects to receive (evaluate forward looking information). However, as the impact from the discounting of short-term receivables is not material, the credit loss is measured by the undiscounted cash flows. Where the actual future cash flows are lower than expected, a material impairment loss may arise. Please refer to Note 6 for more details.

277

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

C. Inventory

Estimates of net realizable value of inventories take into consideration that inventories may be damaged, become wholly or partially obsolete, or their selling prices have declined. The estimates are based on the most reliable evidence available at the time the estimates are made. Please refer to Note 6 for more details.

D. Post-employment benefits

The cost of post-employment benefit pension plan and the present value of the defined benefit obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions, including the change in the discount rate and expected salary level.

E. Share-based payment transactions

The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 6.

F. Revenue recognition - sale returns and allowances

The Group estimates sales returns and allowance based on historical experience and other known factors at the time of sale, which reduces the operating revenue. In assessing the aforementioned sales returns and allowance, on the basis of highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. Please refer to Note 6 for more details.

G. Income tax

Uncertainties exist with respect to the interpretation of complex tax regulations and the amount and timing of future taxable income. Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income

278

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

and expense already recorded. The Group establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective counties in which it operates. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective Group company's domicile.

Deferred tax assets are recognized for all carryforward of unused tax losses and unused tax credits and deductible temporary differences to the extent that it is probable that taxable profit will be available or there are sufficient taxable temporary differences against which the unused tax losses, unused tax credits or deductible temporary differences can be utilized. The amount of deferred tax assets determined to be recognized is based upon the likely timing and the level of future taxable profits and taxable temporary differences together with future tax planning strategies.

6. CONTENTS OF SIGNIFICANT ACCOUNTS

(1)Cash and cash equivalents

Cash and petty cash
Checkings and savings
Time deposit
Total
As of December 31, As of December 31,
2019
(NT$’000)
2,797
2,550,937
8,158,369
10,712,103
2018
(NT$’000)
5,682
2,303,033
7,759,954
10,068,669
  • (2)Financial assets at fair value through profit or loss
Mandatorily measured at fair value
through profit or loss:
Money market fund
Valuation adjustment
Total
As of December 31, As of December 31,
2019
(NT$’000)
1,296,114
42,718
1,338,832
2018
(NT$’000)
980,063
37,032
1,017,095

279

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Current
Non-current
1,338,832 1,017,095
- -

No financial asset at fair value through profit or loss was pledged as collateral.

  • (3)Financial assets measured at amortized cost
Time deposits
Current
Non-current
As of December 31, As of December 31,
2019
(NT$’000)
2018
(NT$’000)
498,338
498,338
-
423,057
423,057
-

The Group transacts with financial institutions with good credit rating. Consequently, there is no significant credit risk.

No financial asset measured at amortized cost was pledged as collateral.

  • (4)Financial assets at fair value through other comprehensive income
Equity instruments investments measured
at fair value through other
comprehensive income – Non-current:
Unlisted company stocks
As of December 31, As of December 31,
2019
(NT$’000)
50,000
2018
(NT$’000)
50,000

No financial assets at fair value through other comprehensive income was pledged by the Group as collateral.

280

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

(5)Notes receivable

Notes receivable arising from operating
activities
Less: loss allowance
Total
As of December 31, As of December 31,
2019
(NT$’000)
4,918
-
4,918
2018
(NT$’000)
1,756
-
1,756

Notes receivables were not pledged.

The Group follows the requirement of IFRS9 to assess the impairment. Please refer to Note 6(22) for more details on loss allowance and Note 12 for details on credit risk.

(6)Accounts receivable and accounts receivable - related parties, net

A.Accounts receivable, net

Accounts receivable, gross
Less: allowance against doubtful accounts
Net of allowances
Accounts receivable - related parties, gross
Less: allowance against doubtful accounts
Net of allowances
Total accounts receivable, net
As of December 31, As of December 31,
2019
(NT$’000)
3,635,709
(26,144)
3,609,565

111,323
-
111,323
3,720,888
2018
(NT$’000)
3,503,432
(30,553)
3,472,879
349,315
-
349,315
3,822,194

B. Account receivables were not pledged.

281

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

  • C. The Group entered into factoring agreements with banks. Accounts receivables from selected customers are transferred to banks without recourse.Details of the agreed credit limits and accounts receivables transferred were as follows:
12/31/2019
12/31/2018
Financial Institution
Accounts
receivable
de-recognized
(NT$’000)
Interest
Rate
Advance
received
(NT$’000)
Collateral
Credit
Limit
Mega International
Commercial
Bank - LanYa
Branch
286,663
Mega International
Commercial
Bank - LanYa
Branch
214,285
2.17%
-

14,990
-

None

None
Note
Note

Note: The credit limits were US$30,000 thousand as of December 31, 2019 and 2018.

  • D. Accounts receivable are generally on 30-90 day terms. The total carrying amount for the years ended December 31, 2019 and 2018, are NT$3,747,032 and NT$3,852,747, respectively. Please refer to Note 6 (22) for more details on loss allowance of accounts receivable for the years ended December 31, 2019 and 2018. Please refer to Note 12 for more details on credit risk management.

(7)Inventories

  • A. Details of inventory:
Raw material
Supplies
Work in process
Finished goods
Merchandises
Total
As of December 31, As of December 31,
2019
(NT$’000)
463,604
38,110
1,312,907
554,116
84,238
2,452,975
2018
(NT$’000)
499,943
38,781
1,558,452
1,125,717
46,424
3,269,317

282

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

  • B. For the years ended December 31, 2019 and 2018, the Group recognized NT$19,566,671 thousand and NT$18,341,427 thousand under the caption of costs of sale, respectively. The following items were also included in cost.
Item
Loss from (Gains on recovery of) inventory
market decline
Loss from physical
Loss from inventory write-off obselencense
Total
For theyears ended December 31, For theyears ended December 31,
2019
(NT$’000)
(219,810)
11,496
2,856,305
2,647,991
2018
(NT$’000)
30,807
7,963
2,674,765
2,713,535

The Group recognized gains on recovery of inventory market decline because some of the inventories previously provided with market loss or obsolescence were disposed.

  • C. The inventories were not pledged.

  • (8) Investments accounted for under the equity method

As of December 31, As of December 31,
2019 2018
Investee Carrying
amount
(NT$’000)
Percentage of
ownership
(%)
Carrying
amount
(NT$’000)
Percentage of
ownership
(%)
Investment in associates: 735,275
35.65%
FuYang Technology Corp. 538,259
35.65%
  • A. The Company invested cash in FuYang Technology Corp. during May 2016 for interest ownership of 36%. The investment is accounted for as an investment in associates due to the Company’s ability to exercise its significant influence.

In May 2017, the Company participated in FuYang’s cash offering by unproportionately investing NT$479,422 thousand for 19,176,872 shares of FuYang and, therefore, recognized a capital surplus amounting to NT$7,484 thousand. As a result of the offering, the Company’s share interest on FuYang decreased to 35.65%.

283

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

B. Investments in associates

As of December 31, 2019 and 2018, the aggregate carrying amount of the Group’s interests in FuYang Technology Corp. is NT$538,259 thousand and NT$735,275 thousand.The aggregate financial information based on Group’s share of FuYang Technology Corp. is as follows:

Profit or loss from continuing
operations
Other comprehensive income
(post-tax)
Total comprehensive income
For theyear ended December 31, For theyear ended December 31,
2019
(NT$’000)
(192,908)
(4,108)
(197,016)
2018
(NT$’000)
(99,606)
12,346
(87,260)

There were no contingent liabilities or capital commitments with respect to the investment in the associate as of December 31, 2019 and 2018. Nor any of the Group’s share interest on FuYang was pledged as collateral.

  • C. The Group’s investment accounted for under equity method as of December 31, 2019 and 2018 amounted to NT$538,259 thousand and NT$735,275 thousand while the related investment income/loss and joint venture income were NT$(192,908) thousand and NT$(99,606) thousand for the year ended December 31, 2019 and 2018, respectively. And other comprehensive income were NT$(4,108) thousand and NT$12,346 thousand for the the year ended December 31, 2019 and 2018, respectively. They were measured based on the audited financial statements of the investee for the same correspondent periods.

  • D. No investment accounted for under equity method was pledged as collateral as of December 31, 2019 and 2018.

  • (9) Property, plant and equipment

Owner occupied property, plant and equipment As of December 31, As of December 31,
2019
(NT$’000)
2018
(NT$’000)
(Note)

19,675,900

284

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Note: The Group adopted IFRS 16 since January 1, 2019. The Group elected not to restate prior periods in accordance with the transition provision in IFRS 16.

A.Owner occupied property, plant and equipment (applicable under IFRS 16 requirements)

Land
(NT$’000)
Cost:
As of 1/1/2019
1,609,729
Addition
-
Disposals
-
Effect of EX rate
-
Reclassification
1,369,663
As of 12/31/2019
2,979,392
Depreciation and impairment:
As of 1/1/2019
-
Depreciation
-
Impairment loss
-
Disposal
-
Effect of EX rate
-
Reclassification
-
As of 12/31/2019
-
Net carrying amount:
As of 12/31/2019
2,979,392
Land
(NT$’000)
Buildings
(NT$’000)
Machinery
(NT$’000)
Office
Equipment
(NT$’000)
Vehicle
(NT$’000)
Other
Equipment
(NT$’000)
Construction in progress
and equipment awaiting
inspection (including
prepayment for equipment)
(NT$’000)
Total
(NT$’000)
1,609,729
-
-
-
1,369,663

6,268,452

(858)

-

(112,318)

2,548,463
24,923,303

17,897

(841,128)

(247,812)

2,124,378
208,304

1,380

(3,563)

(2,404)

37,577

18,806

-

(680)

(397)

193

6,603,444

467,733

(262,635)

(51,282)

591,668

4,869,355

3,550,169

-

(1,612)

(6,671,942)

44,501,393

4,036,321

(1,108,006)

(415,825)
-
2,979,392
8,703,739
25,976,638 241,294
17,922

7,348,928

1,745,970

47,013,883

2,458,270

354,744

-

-

(55,490)

-

15,899,486

3,072,822

11,436

(392,856)

(226,649)

(29)

161,066

35,236

-

(3,563)

(2,303)
-


14,031

1,458

-

(680)

(362)

-

3,767,724

966,309

713

(261,089)

(46,286)

29

-

-

-

-

-

-

22,300,577

4,430,569

12,149

(658,188)

(331,090)

-
-
2,757,524
18,364,210 190,436
14,447

4,427,400

-

25,754,017

5,946,215

7,612,428

50,858

3,475

2,921,528

1,745,970
21,259,866

285

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

B. Property, plant and equipment (prior to the application of IFRS 16)

Land
(NT$’000)
Cost:
As of 1/1/2018
1,609,729
Addition
-
Disposals
-
Effect of EX rate
-
Reclassification
-
As of 12/31/2018
1,609,729
Depreciation and impairment:
As of 1/1/2018
-
Depreciation
-
Impairment loss
-
Disposal
-
Effect of EX rate
-
Reclassification
-
As of 12/31/2018
-
Net carrying amount:
As of 12/31/2018
1,609,729
Land
(NT$’000)
Buildings
(NT$’000)
Machinery
(NT$’000)
Office
Equipment
(NT$’000)
Vehicle
(NT$’000)
Other
Equipment
(NT$’000)
Construction in progress
and equipment awaiting
inspection (including
prepayment for equipment)
(NT$’000)
Total
(NT$’000)
1,609,729
-
-
-
-

6,288,629

28,073

(16,716)

(47,151)

15,617
21,495,023

15,061

(115,500)

(108,402)
3,637,121

189,137
1,597

(86)
(980)
18,636

17,558

310

(525)

(177)

1,640

5,617,873

348,892

(134,122)

(22,104)

792,905

5,398,850
3,860,306
-
76,118
(4,465,919)

40,616,799
4,254,239
(266,949)

(102,696)

-
1,609,729
6,268,452
24,923,303 208,304 18,806 6,603,444 4,869,355 44,501,393

2,214,267

280,577

-

(16,715)

(19,524)

(335)

13,016,978

3,058,820

24,377

(107,071)

(93,542)
(76)


128,173

33,883

-

(86)

(908)
4


12,836

1,555

-

(205)

(155)

-

3,082,814

812,236

25,393

(134,133)

(18,993)

407


-

-

-
-

-
-

18,455,068

4,187,071

49,770

(258,210)

(133,122)

-
-
2,458,270
15,899,486
161,066

14,031

3,767,724

-

22,300,577

3,810,182

9,023,817

47,238

4,775

2,835,720

4,869,355

22,200,816
  • C. Significant components of buildings primarily comprised the main buildings and the facilities, which are depreciated based on their respective useful economic life of 20 to 25 years and 10 to 25 years.

  • D. Details of property, plant & equipment and prepayment for machinery is as follows:

Property, plant and equipment
Prepayment for equipment
Total
As of December 31, As of December 31,
2019
(NT$’000)
19,675,900
1,583,966
21,259,866
2018
(NT$’000)
19,737,268
2,463,548
22,200,816

286

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

  • E. The Group recognized an impairment loss amounting to NT$12,149 thousand on certain real estate to an extent of the recoverable value in 2019. The Group recognized an impairment loss amounting to NT$ 49,770 thousand on certain real estate to an extent of the recoverable value in 2018. These impairment loss or gain from recovery has been recorded in the Group’s statements of comprehensive incomes. The reverable value is measured at usage values by the identified individual asset.

  • F. Please refer to Note 8 for details on property, plant and equipment pledged as collaterals.

  • G. The Company purchased 40 parcels of land with a total area of 36,287.15 square meters. Lands are located at the addresses of No. 1113, 1114, 1438 to 1443,1479,1486 to 1487 at ShiLeiZi Sub-section, ShiLeiZi Section, No. 1044, 1047 to 1049 at QingHua Section, and No. 0001, 697 to 700 and 712 to 726 at RongHua Section, XinFeng Village. Due to regulatory restrictions, the agricultural land cannot be registered under the Company’s name while it has been temporarily registered under the general manager’s name and, to secure the Company’s right to the land, mortgage registration has been set aside with the Company being the obligee.

(10) Intangible assets

Cost:
As of 1/1/2019
Additions – acquired separately
Derecognized upon retirement
Reclassification
Effect of exchange rate changes
As of 12/31/2019
As of 1/1/2018
Additions – acquired separately
Derecognized upon retirement
Reclassification
Effect of exchange rate changes
As of 12/31/2018
Computer software
(NT$’000)
41,461
55,835
(14,095)
-
(669)
82,532
61,027
17,644
(36,875)
-
(335)
41,461

287

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Amortization and Impairment:
As of 1/1/2019
Amortization
Derecognized upon retirement
Reclassification
Effect of exchange rate changes
As of 12/31/2019
As of 1/1/2018
Amortization
Derecognized upon retirement
Reclassification
Effect of exchange rate changes
As of 12/31/2018
Carrying amount, net:
As of 12/31/2019
As of 12/31/2018
26,932
39,561
(14,095)
-
(619)
51,779
38,177
25,898
(36,875)
-
(268)
26,932
30,753
14,529

Amounts of amortization recognized for intangible assets are as follows:

Cost of goods sold
Selling
General and administrative
Research and development
Total
For theyear ended December 30,
2019
(NT$’000)
2018
(NT$’000)
56
200
44
203
39,171
25,358
290
137
39,561
25,898
For theyear ended December 30,
2019
(NT$’000)
2018
(NT$’000)
56
200
44
203
39,171
25,358
290
137
39,561
25,898
2018
(NT$’000)
200
203
25,358
137
25,898
  • (11) Other non-current assets
Refundable deposits
Long-term prepaid rent
Total
As of December 31, As of December 31,
2019
(NT$’000)
88,069
(Note)
88,069
2018
(NT$’000)
92,057
224,297
316,354

288

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

As of December 31, 2018, the right to used land, recorded under the caption of long-term prepaid rent, amounted to NT$224,297 thousand.

Note: The Group adopted IFRS 16 since January 1, 2019. The Group elected not to restate prior periods in accordance with the transition provison in IFRS 16.

  • (12) Short-term loans
As of December 31, As of December 31,
Interest interval
(%)
2019
(NT$’000)
2018
(NT$’000)
Unsecured bank loans
0.68%~2.99%
4,096,101 3,340,483

As of December 31, 2019 and 2018, the line of unused short-term loan credit for the Group amounted to NT$5,010,891 thousand and NT$5,298,700 thousand.

  • (13) Other payable
Accrued expense
Equipment payable
Accrued interest
Total
As of December 31, As of December 31,
2019
(NT$’000)
2018
(NT$’000)
2,247,162
550,328
6,727
2,373,503
726,797
9,709
2,804,217 3,110,009
  • (14)Other current liabilities
Other current liabilities
Current portion of long-term loans
Total
As of December 31, As of December 31,
2019
(NT$’000)
2018
(NT$’000)
79,654
1,158,496
78,969
852,772
1,238,150 931,741

289

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

(15)Refund liability

Refund liability As of December 31, As of December 31,
2019
(NT$’000)
2018
(NT$’000)
74,865 47,739

(16)Long-term loans

Details of long-term loans were as follows:

Debtor Type of Loan
Maturity
Loan Balance
Repayment
As of 12/31/2019
(NT$’000)
Mega International
Commercial Bank
– LanYa Branch

The Shanghai
Commercial &
Savings Bank –
ZhongLi Branch

Standard Chartered
Bank –Xinwu
Branch

The Bank of Taiwan –
Peitou Branch

Total
Less: current portion
Non-current portion
Debtor
Credit loan

Credit loan

Credit loan

Credit loan

Type of Loan
2020.04.02-
2026.12.31
2021.04.23-
2026.12.31
2021.09.28
2026.11.04-
2026.12.31

Maturity
1,115,550
650,000

600,000
681,000
Note 1 and 5
Notes 2 and 3
Note 4
Note 6
Repayment
3,046,550
(1,158,496)
1,888,054
As of 12/31/2018
(NT$’000)
Mega International
Commercial Bank
– LanYa Branch

The Shanghai
Commercial &
Savings Bank –
ZhongLi Branch
Credit loan

Credit loan
2020.04.02-
2023.06.29
2021.03.31-
2021.04.23
1,953,578
800,000
Note 1
Notes 2 and 3

290

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Standard Chartered
Bank –Xinwu
Branch
Credit loan
2021.09.28
Chang Hwa
Commercial Bank
–Beitou Branch
Credit loan
2023.10.09
Total
Less: current portion
Non-current portion
600,000
Note 4
100,000
Note 1
3,453,578
(852,772)
2,600,806
  • Note 1: A term is defined as every 3 months starting from the initial draw-down date. Loan period is 5 years. Grace period is 1 year (4 terms). Interest shall be paid monthly with principal repaid every 3 months. The rest is repayable in installments of equal amount for 16 terms.

  • Note 2: A term is defined as every 3 months starting from the initial draw-down date. Grace period is 1 years (4 terms). The rest is repayable in installments of equal amount for 8 terms.

  • Note 3: A term is defined as every month starting from the initial draw-down date. The principal and interest are repayable in installments of equal amount for 84 terms.

  • Note 4: Grace period is 18 months from the initial draw-down date. 18 months after the initial draw-down date is considered the 1st term and the following terms are defined as every 6 months since then. The principal and interest are repayable in installments of equal amount for 4 terms.

  • Note 5: Grace period is 3 years from the initial draw-down date. A term is defined as every month since the forth year. The principal and interest are repayable in installments of equal amount for 48 terms.

  • Note 6: Grace period is 2 years from the initial draw-down date. A term is defined as every month since the third year. The principal and interest are repayable in installments of equal amount for 60 terms.

  • A. Please refer to Note 8 for details on assets pledged as collaterals.

  • B. As of December 31, 2019 and 2018, the interest rate intervals for long-term loans were 0.6%~3% and 1.074%~3.296%.

291

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

(17)Other non-current liabilities

Net defined benefit liability
Deposits received
Total
As of December 31, As of December 31,
2019
(NT$’000)
25,771
43,836
69,607
2018
(NT$’000)
25,156
44,708
69,864

(18)Post-employment benefits

Defined contribution plan

The Company and its domestic subsidiaries adopt a defined contribution plan in accordance with the Labor Pension Act of the R.O.C. Under the Labor Pension Act, the Company and its domestic subsidiaries will make monthly contributions of no less than 6% of the employees’ monthly wages to the employees’ individual pension accounts. The Company and its domestic subsidiaries have made monthly contributions of 6% of each individual employee’s salaries or wages to employees’ pension accounts.

Subsidiaries located in the People’s Republic of China will contribute social welfare benefits based on a certain percentage of employees’ salaries or wages to the employees’ individual pension accounts.

Pension benefits for employees of overseas subsidiaries and branches are provided in accordance with the local regulations.

Expenses under the defined contribution plan for the years ended December 31, 2019 and 2018 were NT$144,061 thousand and NT$141,921 thousand, respectively.

Pension expenses for the years ended December 31, 2019 and 2018 were NT$52 thousand and NT$51 thousand, respectively.

Defined benefits plan

Kinsus and its domestic subsidiaries adopt a defined benefit plan in accordance with the Labor Standards Act of the R.O.C. The pension benefits are disbursed based on the units of service years and the average salaries in the last month of the service year. Two units per year are awarded for the first 15 years of services while one unit per year is awarded after the

292

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

completion of the 15th year. The total units shall not exceed 45 units. Under the Labor Standards Act, Kinsus and its domestic subsidiaries contribute an amount equivalent to 2% of the employees’ total salaries and wages on a monthly basis to the pension fund deposited at the Bank of Taiwan in the name of the administered pension fund committee.

The Ministry of Labor is in charge of establishing and implementing the fund utilization plan in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund. The pension fund is invested in-house or under mandation, based on a passive-aggressive investment strategy for long-term profitability. The Ministry of Labor establishes checks and risk management mechanism based on the assessment of risk factors including market risk, credit risk and liquidity risk, in order to maintain adequate manager flexibility to achieve targeted return without over-exposure of risk. With regard to utilization of the pension fund, the minimum earnings in the annual distributions on the final financial statement shall not be less than the earnings attainable from the amounts accrued from twoyear time deposits with the interest rates offered by local banks. Treasury Funds can be used to cover the deficits after the approval of the competent authority. As the Company does not participate in the operation and management of the pension fund, no disclosure on the fair value of the plan assets categorized in different classes could be made in accordance with paragraph 142 of IAS 19. The Group expects to contribute NT$0 to its defined benefit plan during the 12 months beginning after December 31, 2019.

As of December 31, 2019 and 2018, the maturities of Kinsus’ defined benefit plan are in 2037 and 2037.

Pension costs recognized in profit or loss were as follows.

Current period service costs
Net interest of defined benefit liability (asset)
Previous period service costs
Settlement
Total
For theyear ended December 31, For theyear ended December 31,
2019
(NT$’000)
2018
(NT$’000)
58
302
-
-
58
415
-
-
360 473

293

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Reconciliation of liability (asset) of the defined benefit plan is as follows:

Defined benefit obligation
Plan assets at fair value
Other non-current liabilities – net defined
benefit liability
As of
12/31/2019
(NT$’000)
145,786
(120,015)
25,771
12/31/2018
(NT$’000)
01/01/2018
(NT$’000)
135,711
(110,555)

129,761
(103,799)
25,156
25,962

Reconciliation of liability (asset) of the defined benefit liability is as follows:

1/1/2018
Current service cost
Interest cost
Past service cost and settlement
Total
Re-measurement on defined benefit
liability/assets:
Actuarial gain/loss due to change in
population statistic assumptions
Actuarial gain/loss due to change in financial
assumptions
Experience gain/loss
Re-measurement on defined benefit assets
Total
Benefits paid
Contributions by employer
Effect of exchange rate
12/31/2018
Current service cost
Interest cost
Pasts service cost and settlement
Total
Present value of
defined benefit
obligation
(NT$’000)
129,761
58
2,076
-
2,134
(1,931)
10,044
(2,324)
-
5,789
(1,973)
-
-
135,711
58
1,629
-
1,687
Fair value of
plan assets
(NT$’000)
(103,799)
-
(1,661)
-
(1,661)
-
-
(2,477)
-
(2,477)
1,973
(4,591)
-
(110,555)
-
(1,327)
-
(1,327)
Net defined
benefit
liability(asset)
(NT$’000)
25,962

58
415

-
473

(1,931)
10,044
(4,801)

-
3,312

-
(4,591)

-
25,156

58
302

-
360

294

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Re-measurement on defined benefit

Re-measurement on defined benefit
liability/assets:
Actuarial gain/loss due to change in
population statistic assumptions
Actuarial gain/loss due to change in financial
assumptions
Experience gain/loss
Re-measurement on defined benefit assets
Total
Benefits paid
Contributions by employer
Effect of exchange rate
12/31/2019
1,283
8,502
(1,397)
-
8,388
-
-
-
145,786
-
-
(3,661)
-
(3,661)
-
(4,472)
-
(120,015)

1,283

8,502
(5,058)

-
4,727

-
(4,472)

-
25,771

The actuarial assumptions used for the Company’s defined benefit plan are shown below.

Discount rate
Expected rate of salary increases
Sensitivity analysis
Discount rate increased by 0.5%
Discount rate decreased by 0.5%
Expected salary level increased by 0.5%
Expected salary level decreased by 0.5%
As of December 31,
2019
2018
0.87%
1.20%
3.00%
3.00%
For theyear ended December 31,
As of December 31,
2019
2018
0.87%
1.20%
3.00%
3.00%
For theyear ended December 31,
As of December 31,
2019
2018
0.87%
1.20%
3.00%
3.00%
For theyear ended December 31,
As of December 31,
2019
2018
0.87%
1.20%
3.00%
3.00%
For theyear ended December 31,
2019
(NT$’000)
2018
(NT$’000)
Increase
in defined
benefit
obligation

Decrease
in defined
benefit
obligation

Increase
in defined
benefit
obligation

Decrease in
defined
benefit
obligation
-
14,220
13,839
-

(12,758)

-

-

(12,566)

-

13,713

13,391

-

(12,261)

-

-

(12,114)

Sensitivity analysis

For the purpose of sensitivity analysis above, the Company calculated the impact on defined benefit obligation due to a reasonable and feasible change of one single assumption (i.e. discount rate or expected salary level) with other assumptions remaining equal. Please note that the sensitivity analysis has its limitation due to the co-relation between different actuarial assumptions and the rarity that only one assumption changes at a time.

295

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

The method used in the analysis is consistent for both current and prior years

(19)Equity

A. Common shares

As of December 31, 2019 and 2018, the Company’s authorized capital were NT$6,000,000 thousand and NT$5,500,000 thousand, respectively, each share at par value of NT$10, divided into 600,000 thousand shares and 550,000 thousand shares, respectively. As of December 31, 2019 and 2018, the Company’s paid-in capital were NT$4,510,738 thousand and NT$4,508,410 thousand, respectively, divided into 451,074 thousand shares and 450,841 thousand shares, respectively. Each share represents a voting right and a right to receive dividends.

On January 29, 2018 and May 29, 2018, the Company’s board of directors and shareholders’ meetings resolved to increase the capital through an issuance of new 5,500,000 shares of restricted stock for employees. The application has been governmentally approved by FSC in the Order No. Financial-Supervisory-SecuritiesCorporate-1070324628 issued on July 10, 2018. The measurement date was at August 28, 2018, and issued 4,841 thousand shares of restricted stock for employees.

On February 18, 2019, the board of directors resolved to cancel restricted stock, and the amount of the capital reduction is NT$786 thousand. The measurement date was at March 17, 2019.

On April 29, 2019, the board of directors resolved to cancel restricted stock, and the amount of the capital reduction is NT$600 thousand. The measurement date was at May 2, 2019.

On July 29, 2019, the board of directors resolved to cancel restricted stock, and the amount of the capital reduction is NT$1,395 thousand. The measurement date was at August 1, 2019.

On October 28, 2019, the board of directors resolved to cancel restricted stock, and the amount of the capital reduction is NT$876 thousand. The measurement date was at October 30, 2019.

In addition, on February 18, 2019, the board of directors resolved to issue 659 thousand shares of restricted stock. The measurement date was at March 18, 2019 and issued 598 thousand shares of restricted stock.

296

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

As of December 31, 2019, the restricted stocks plan has expired while there were 33 thousand shares to be cancelled yet.

B. Capital surplus

Additional paid-in capital
Differences between purchase price and carrying
amount arising from acquisition or disposal of
subsidiaries
All changes in interests in subsidiaries
Change in joint ventures accounted for using equity
method
Shared-Based Payment
Restricted stocks for employees
Total
As of December 31, As of December 31,
2019
(NT$’000)
2018
(NT$’000)
5,959,846
50,925
529,959
7,484
8,371
81,157

5,887,857
50,925
38,894
7,484

8,371

147,411
6,637,742 6,140,942

According to the Taiwan Company Act, the capital surplus shall not be used except for making good the deficit of the Company. When a company incurs no loss, it may distribute the capital surplus related to the income derived from the issuance of new shares at a premium or income from endowments received by the company up to a certain percentage of paid-in capital. The said capital surplus could be distributed in cash to its shareholders in proportion to the number of shares being held by each of them. Capital surplus related to long-term equity investments cannot be used for any purpose.

C. Treasury stock

Treasury stock amounted to NT$332 thousand and NT$738 thousand, respectively, divided into 33 thousand shares, and 74 thousand shares, respectively, as of December 31, 2019 and 2018.

The movement schedule of treasury stock for the years ended December 31, 2019 and 2018 was as below (in thousand shares).

Beginning Ending
Purpose of repurchase balance Addition Decrease balance
For the years ended December 31, 2019
Recover failed restricted stocks 74 325 366
33

297

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

For the years ended December 31, 2018
Recover failed restricted stocks - 74 - 74

According to the Securities and Exchange Law of the R.O.C., total treasury stock shall not exceed 10% of the Company’s issued stock, and the total purchase amount shall not exceed the sum of the retained earnings, additional paid-in capital-premiums and realized additional paid-in capital. As such, the ceiling number of shares of treasury stock that the Company could hold as of December 31, 2019 were 45,107 thousand shares, with the maximum payments of NT$20,490,331 thousand.

In compliance with Securities and Exchange Law of the R.O.C., treasury stock should not be pledged, nor should it be entitled to voting rights or receiving dividends.

  • D. Appropriation of earnings and dividend policies

(a)Earning distribution

According to the Company’s Articles of Incorporation revised by the shareholders’ meetings on May 29, 2019, current year’s earnings, if any, shall be distributed in the following order:

  • a. Payment of all taxes and dues;

  • b. Offset prior years’ operation losses;

  • c. Set aside 10% of the remaining amount as legal reserve.

  • d. Set aside or reverse special reserve in accordance with law and regulations; and

  • e. The distribution of the remaining portion, if any, will be recommended by the Board of Directors and resolved in the shareholders’ meeting.

To authorize the distributable dividends and bonuses in whole may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.

(b)Dividend policies

The Company is in an industry with versatile environment. For long-term finance planning requirements and to meet the shareholders’ demand for cash, the Company’s dividend policy aims for steadiness and balancing. Shareholder extra dividend each year cannot be less than 10% of distributed surplus earnings and cash dividends distributed each year cannot be less than 10% of the gross amount of dividends.

298

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

(c)Legal reserve

According to the Company Act, legal reserve shall be set aside until such amount equal total authorized capital. Legal reserve can be used to offset deficits. If the Company does not incur any loss, the portion of legal reserve exceeding 25% of the paid-in capital may be distributed to shareholders by issuing new shares or by cash in proportion to the number of shares held by each shareholder.

(d)Special reserve

Following the adoption of T-IFRS, the FSC on April 6, 2012 issued Order No. Financial-Supervisory-Securities-Corporate-1010012865, which sets out the following provisions for compliance:

On a public company's first-time adoption of the TIFRS, for any unrealized revaluation gains and cumulative translation adjustments (gains) recorded to shareholders’ equity that the company elects to transfer to retained earnings by application of the exemption under IFRS 1, the company shall set aside an equal amount of special reserve. Following a company’s adoption of the TIFRS for the preparation of its financial reports, when distributing distributable earnings, it shall set aside to special reserve, from the profit/loss of the current period and the undistributed earnings from the previous period, an amount equal to “other net deductions from shareholders’ equity for the current fiscal year, provided that if the company has already set aside special reserve according to the requirements in the preceding point, it shall set aside supplemental special reserve based on the difference between the amount already set aside and other net deductions from shareholders’ equity. For any subsequent reversal of other net deductions from shareholders’ equity, the amount reversed may be distributed.

The Company did not incur any special reserve upon the first-time adoption of T-IFRS.

299

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

  • (e)The appropriations of earnings for the Year 2019 and 2018 were approved through the Board of Directors’ meetings and shareholders’ meetings held on February 10, 2020 and May 29, 2019, respectively. The details of the distributions are as follows:
Legal reserve
Special reserve
Cash dividend
Total
Appropriation of earnings Appropriation of earnings Dividend per share
(in NT$)
2019
(NT$’000)
-
-
451,039
451,039
2018
(NT$’000)
2019
2018
1.00
1.50
34,949
22,707
676,261
733,917

Please refer to Note 6(24) for details on employees’ compensation and remuneration to directors and supervisors.

E. Non-controlling interests

Beginning balance
Net income attributable to NCIs
Other comprehensive income attributable to
NCIs:
Exchange differences arising on translation
of foreign operations
All changes in interests in subsidiaries
Non-controlling interests increase/(decrease)
Ending balance
For theyears ended December 31, For theyears ended December 31,
2019
(NT$’000)
2018
(NT$’000)
1,966,372
78,064
(20,323)
1,303,433
(56,867)
1,916,437
61,555
(11,620)
-
-
3,270,679 1,966,372

(20)Share-based payment plans

Restricted stocks plan for employees

  • A.On May 29, 2018, the shareholders’ meetings resolved to issue of 5,500 thousand shares of restricted stocks for employees. The grantee is limited to employees who meet certain conditions. The restricted stocks have been approved by the Securities and Futures Bureau. On July 30, 2018, the board of directors resolved to issue 4,947 thousand shares.

300

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

The measurement date was at August 28, 2018 and total shares issued were 4,841 thousand. The unit market price as of the granted date was NT$49.1.

On February 18, 2019, the board of directors resolved to issue 659 thousand shares. The measurement date was at March 18, 2019, while total shares issued 599 thousand shares. The unit market price as of the granted date was NT$43.45.

The employees who acquire the above shares can subscribe shares at the price of NT$10 per shares while the vesting conditions are as below.

Vestingconditions Proportion of
vested shares
Within one month starting
thegranted date
20%
April 25,2019 20%
September 25,2019 15%
April 25,2020 15%
September 25,2020 15%
April 25,2021 15%

Restriction on employee’s right after granted but before vested:

  • (a)The granted employee commit to the custodian institution, and shall not sell, pledge, transfer, donate, or dispose in any other ways, the right of restricted stocks before achieving the vesting conditions.

  • (b)After new shares of restricted stock are issued, the granted employee should immediately commit to the custodian institution, and not to ask the trustee to return the restricted stock in any other reasons or ways before achieving the vesting conditions.

  • (c)The restricted stock for employees can participate in receiving dividends during the vesting period.

  • (d)The right to vote and elect in a shareholders’ meeting shall be executed by custodian institution in accordance with related regulations.

On August 28, 2018, the issuance of 4,841 thousand restricted shares for employees resulted in the increase of capital reserve employee stock option amounting to

301

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

NT$184,530 thousand. The restricted stocks plan was invalidated as of December 31, 2019 and 379 thousand shares were recalled. As a result, capital reserve increased by NT$3,790 thousand and the unearned employee compensation was NT$24,955 thousand.

On March 18, 2019, the issuance of 599 thousand restricted shares for employees resulted in the increase of capital reserve employee stock option amounting to NT$19,396 thousand.The restricted stocks plan was invalidated as of December 31, 2019 and 20 thousand shares were recalled. As a result, capital reserve increased by NT$200 thousand and the unearned employee compensation was NT$3,637 thousand.

  • B. The expense recognized for employee services received is shown in the following table.
Total expense arising from equity-
settled share-based payment
transactions
For theyears ended December 31, For theyears ended December 31,
2019
(NT$’000)
2018
(NT$’000)
80,477 82,525
  • C. The Company did not modify the share-based payment plan for the the years ended December 31, 2019.

(21)Sales

For the year ended December 31,

Revenue from customer contracts
Sales of goods
Other operating revenue
Total
2019
(NT$’000)
2018
(NT$’000)
22,080,189
247,221
23,348,939
378,990
22,327,410 23,727,929

302

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

A. Disaggregation of revenue

Analysis of revenue from contracts with customers during the years ended December 31, 2019 are as follows:

IC Substrate
(NT$’000)
Sale of goods
16,045,022
Other
247,221
Total
16,292,243
The timing for revenue recognition:
At a point in time
16,292,243
PCB
(NT$’000)
2,680,034
-
2,680,034
2,680,034
Optics
(NT$’000)
3,355,133
-
3,355,133
3,355,133
Total
(NT$’000)
22,080,189
247,221
22,327,410
22,327,410

Analysis of revenue from contracts with customers during the years ended December 31, 2018 are as follows:

IC Substrate
(NT$’000)
Sale of goods
16,844,403
Other
378,990
Total
17,223,393
The timing for revenue recognition:
At a point in time
17,223,393
PCB
(NT$’000)
3,371,865
-
3,371,865
3,371,865
Optics
(NT$’000)
3,132,671
-
3,132,671
3,132,671
Total
(NT$’000)
23,348,939
378,990
23,727,929
23,727,929

B. Contract balances

(a)Contract liabilities

Sales of goods
Customer loyalty programs
Total
As of
12/31/2019
(NT$’000)
57,778
14,848
72,626
12/31/2018
(NT$’000)
124,061
10,739
134,800
01/01/2018
(NT$’000)
136,948
4,041
140,989

303

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

For the the years ended December 31, 2019, contract liabilities decreased because certain performance obligations included in the beginning contract liability balance were satisfied and therefore recognized for revenues.

  • (22)Expected credit losses/ (gains)
Operating expenses – Expected credit losses/(gains)
Account receivables
For theyears ended December 31, For theyears ended December 31,
2019
(NT$’000)
2018
(NT$’000)
(4,388) 6,582

Please refer to Note 12 for more details on credit risk.

The Group measured the impairment against the other receivables reclassified from accounts receivable due to factoring agreements mainly based on the expected credit loss for 12 months of the counter-party financial institutions. As of December 31, 2019 and 2018, there were no other receivables pastdue. Furthermore, the Group assessed the related expected credit loss to be insignificant because the counter-party financial institutions are of good credit condition.

The Group measures the loss allowance of its contract assets and trade receivables (including note receivables and trade receivables) at an amount equal to lifetime expected credit losses. The assessment of the Group’s loss allowance as of December 31,2019 and 2018 are as follow:

  • A. The Group condsiders the grouping of trade receivables by counterparties’ credit rating, by geographical region and by industry sector and its loss allowance is measured by using a provision matrix. Details are as follow.

As of December 31, 2019,

Group 1
Gross carrying amount
Loss ratio
Lifetime expected credit losses
Subtotal
Not past due
(Note)
(NT$’000)
Past due
<=30 days
(NT$’000)
31-60 days
(NT$’000)
61-90 days
(NT$’000)
91-120 days
(NT$’000)
Total
(NT$’000)
3,086,221
-%

377,160

5%

32,915

15%

-

30%

-

50%
3,496,296

-

(18,858)
(4,937) -
-
(23,795)
3,086,221
358,302

27,978

-

-
3,472,501

304

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Group 2
Gross carrying amount
Loss ratio
Lifetime expected credit losses
Subtotal
Carrying amount of trade
receivables
Not past due
(Note)
(NT$’000)
Past due
<=30 days
(NT$’000)
31-60 days
(NT$’000)
61-90 days
(NT$’000)
91-120 days
(NT$’000)
Total
(NT$’000)
225,693
0.92%

29,961

-%

-

-%

-

-%

-

-%
255,654

(2,049)
(300) -
-

-
(2,349)
223,644
29,661

-

-

-
253,305
3,309,865
387,963

27,978

-
- 3,725,806

As of December 31, 2018,

Group 1
Gross carrying amount
Loss ratio
Lifetime expected credit losses
Subtotal
Group 2
Gross carrying amount
Loss ratio
Lifetime expected credit losses
Subtotal
Carrying amount of trade
receivables
Not past due
(Note)
(NT$’000)
Past due Past due
<=30 days
(NT$’000)
31-60 days
(NT$’000)
61-90 days
(NT$’000)
91-120 days
(NT$’000)

>=120 days
(NT$’000)
Total
(NT$’000)
3,249,699
-%

345,796

5%

60,682

15%

323

30%

-

50%
-

75%
3,656,500

-

(17,290)
(9,102) (97) - - (26,489)
3,249,699
328,506

51,580

226

-
- 3,630,011
Not past due
(Note)
(NT$’000)
Past due
<=30 days
(NT$’000)
31-60 days
(NT$’000)
61-90 days
(NT$’000)
91-120 days
(NT$’000)

>=120 days
(NT$’000)
Total
(NT$’000)
196,488
2.07%

-

-%
-

-%

-

-%

-

-%
-

-%
196,488

(4,064)
-
-

-

-

-
(4,064)
192,424
-

-

-

-

-
192,424
3,442,123
328,506

51,580

226

-

-
3,822,435

Note: all the Group’s note receivables were not past due.

  • B. The movement in the provision for impairment of note receivables and trade receivables during the years ended December 31, 2019 and 2018 are as follows:
Beginning balanceas of January 1, 2019
Addition/(reversal) for the current period
Note receivables
(NT$’000)
Account receivables
(NT$’000)
-
-
30,553
(4,388)

305

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Effect of exchange rate
Ending balanceas of December 31, 2019
Beginning balanceas of January 1, 2018
(in accordance with IAS 39)
Transition adjustment to retained earnings
as of January 1, 2018
Beginning balance as of January 1, 2018
(in accordance with IFRS 9)
Addition/(reversal) for the current period
Effect of exchange rate
Ending balanceas of December 31, 2018
- (21)
- 26,144
Note receivables
(NT$’000)
Account receivables
(NT$’000)
-
-
23,972
-
-
-
-
23,972
6,582
(1)
- 30,553
  • (23) Leases

  • A. Group as a lessee (applicable to the disclosure requirement under in IFRS 16)

The Group leases various properties, including real estate such as land and buildings, machinery and equipment, transportation equipment. These leases have terms of between 1 and 50 years. The Group may not allow to privately lend, sublease, sell, use by others in other disguised form, or transfer the lease to another person.

The Group’s leases effect on the financial position, financial performance and cash flows are as follow:

  • (a) Amounts recognized in the balance sheet

a. Right-of-use asset

Cost:
As of 1/1/2019
Addition
Disposals
Transfer
Effect of EX rate
As of 12/31/2019
Land Buildings Machinery
and equipment

Transportation
equipment
Total
295,189
1,743
-
-
(11,731)
292,541
49,418
(65,642)
-
98
17,793
-

-
-
-
1,330
1,160
-
-
-
606,853
52,321
(65,642)
-
(11,633)
285,201 276,415 17,793 2,490 581,899

306

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Depreciation and impairment:
As of 1/1/2019
Depreciation
Impairment loss
Disposals
Transfer
Effect of EX rate
As of 12/31/2019
Net carrying amount:
As of 12/31/2019
64,892
6,592
-
-
-
(2,828)
-
130,624
-
(7,082)
-
(93)
-
6,888
-

-
-
-
-
815
-
-
-
-
64,892
144,919
-
(7,082)
-
(2,921)
68,656 123,449 6,888 815 199,808
216,545 152,966 10,905 1,675 382,091

Note: The Group adopted IFRS 16 since January 1, 2019. The Group elected not to restate prior periods in accordance with the transition provision in IFRS 16.

b. Lease liability

Lease liability
Current
Non-current
Total
As of December 31, As of December 31,
2019
(NT$’000)
2018
(Note)
(NT$’000)
172,080
113,937
58,143
172,080

Please refer to Note 6(25) (C) for the interest on lease liability recognized during the years ended December 31, 2019 and refer to Note 12(5) for the maturity analysis for lease liabilities as of December 31, 2019.

Note: The Group adopted IFRS 16 since January 1, 2019. The Group elected not to restate prior periods in accordance with the transition provision in IFRS 16.

307

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

  • (b) Income and costs relating to leasing activities
The expense relating to short-term leases
(rent expenses)
The expense relating to leases of low-value
assets (Not including the expense relating
to short-term leases of low-value assets)
Income from subleasing right-of-use assets
For theyears ended December 31, For theyears ended December 31,
2019
(NT$’000)
2018
(Note)
(NT$’000)
(47,328)

(1,200)
834
  • Note: The Group adopted IFRS 16 since January 1, 2019. The Group elected not to restate prior periods in accordance with the transition provision in IFRS 16.

The portfolio of short-term leases of the Group to which it is committed at the end of the reporting period is dissimilar to the portfolio of short-term leases to which the shortterm lease expense disclosed above and the amount of its lease commitments is NT$0.

  • (c) Cash outflow relating to leasing activities

During the years ended December 31, 2019, the Group’s total cash outflow for leases amounting to NT$184,946 thousand.

  • B. Operating lease commitments - Group as lessee (applicable to the disclosure requirement in IAS 17)

The Group has entered commercial leases on buildings and plants. These leases have an average life of one to five years with no renewal option included in the contracts. There are no restrictions placed upon the Group under these leases.

308

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Future minimum rentals payable under non-cancellable operating leases as of December 31, 2019 and 2018 are as follows:

Less than one year
More than one year but less than five years
Total
As of December 31, As of December 31,
2019
(Note)
(NT$’000)
2018
(NT$’000)
161,310
169,585
330,895

Operating lease expenses recognized are as follows:

Minimum lease payment For theyears ended December 31, For theyears ended December 31,
2019
(Note)
(NT$’000)
2018
(NT$’000)
184,495

Note: The Group adopted IFRS 16 since January 1, 2019. The Group elected not to restate prior periods in accordance with the transition provision in IFRS 16.

C. Group as a lessor (applicable to the disclosure requirement in IFRS 16)

The Group has entered leases on plants. These leases have terms of between one and three years. These leases are classified as operating leases as they do not transfer substantially all the risks and rewards incidental to ownership of underlying assets.

Lease income for operating leases
Income relating to fixed lease payments
For theyears ended December 31, For theyears ended December 31,
2019
(NT$’000)
2018
(Note)
(NT$’000)
51,908

Note: The Group adopted IFRS 16 since January 1, 2019. The Group elected not to restate prior periods in accordance with the transition provision in IFRS 16.

309

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

For operating leases entered by the Group, the undiscounted lease payments to be received and a total of the amounts for the remaining years as of December 31, 2019 are as follow:

Less than one year
More than one year but less than five years
Total
As of December 31, As of December 31,
2019
(NT$’000)
2018
(Note)
(NT$’000)
42,379
77,694
120,073

Note: The Group adopted IFRS 16 since January 1, 2019. The Group elected not to restate prior periods in accordance with the transition provision in IFRS 16.

  • D. Operating lease commitments - Group as lessor (applicable to the disclosure requirement in IAS 17)

The Group has entered leases on plants. These leases have terms of between one and three years.

Future minimum rentals receivable under non-cancellable operating leases as of December 31, 2019 and 2018 are as follows:

Less than one year As of December 31, As of December 31,
2019
(NT$’000)
2018
(Note)
(NT$’000)
38,154

For the years ended December 31, 2018, rent incomes of the Group amounted to NT$ 51,303 thousand.

Note: The Group adopted IFRS 16 since January 1, 2019. The Group elected not to restate prior periods in accordance with the transition provision in IFRS 16.

310

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

  • (24) Summary statement of employee benefits, depreciation and amortization by function is as follows:
Function
Nature
For the year ended
December 31, 2019
(NT$’000)
For the year ended
December 31, 2019
(NT$’000)
For the year ended
December 31, 2019
(NT$’000)
For the year ended
December 31, 2018
(NT$’000)
For the year ended
December 31, 2018
(NT$’000)
For the year ended
December 31, 2018
(NT$’000)
Cost of
goods sold
Operating
expense
Total Cost of
goods sold
Operating
expense
Total
Employee benefit
Salaries & wages 3,653,848
1,046,572

4,700,420

3,830,206

917,678

4,747,884
Labor and health insurance 280,260
67,956

348,216

271,702

63,141

334,843
Pension 107,634
36,839

144,473

108,416

34,000

142,416
Other employee benefit 181,472
51,399

232,871

190,718

56,854

247,572
Depreciation 4,248,556
326,932

4,575,488

3,749,346

437,725

4,187,071
Amortization 56
39,505

39,561

200

25,698

25,898

According to the resolution, not lower than 10% of profit of the current year is distributable as employees’ compensation and no higher than 1% of profit of the current year is distributable as remuneration to directors and supervisors. However, the Company’s accumulated losses shall have been covered.

The Company may, by a resolution adopted by a majority vote at a meeting of Board of Directors attended by two-thirds of the total number of directors, have the profit distributable as employees’ compensation in the form of shares or in cash; and in addition, thereto a report of such distribution is submitted to the shareholders’ meeting. Information on the Board of Directors’ resolution regarding the employees’ compensation and remuneration to directors and supervisors can be obtained from the “Market Observation Post System” on the website of the TWSE.

For the years ended December 31, 2019, the Company incurred accumulated loss and therefore did not to accrue the employees’ compensation and remuneration to directors and supervisors.

Based on profit of the year ended December 31, 2018, the Company estimated the amounts of the employees’ compensation and remuneration to directors and supervisors for the year ended December 31, 2018 to be not lower than 10% and not higher than 1% of profit of the current year, respectively, recognized as employee benefits expense. As such, employees’ compensation and remuneration to directors and supervisors for the year ended December 31, 2018 amount to NT$55,074 thousand and NT$3,352 thousand, respectively. The employees’

311

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

compensation and remuneration to directors and supervisors were recognized as salaries expense.

The Company’s Board has determined the employees’ compensation and directors’ remuneration, all in cash, to be NT$55,074 thousand and NT$3,352 thousand, respectively, in a meeting held on February 18, 2019. No material differences exist between the estimated amount and the actual distribution of the employee compensation and remuneration to directors and supervisors for the year ended December 31, 2018.

(25) Non-operating incomes and expenses

A. Other incomes

Interest income
Financial assets measured at
amortized cost
Other income–others
Total
For theyears ended December 31, For theyears ended December 31,
2019
(NT$’000)
2018
(NT$’000)
60,887
122,854
62,377
179,800
183,741 242,177

B. Other gains and losses

Gain (loss) from disposal of property,
plant and equipment
Foreign exchange gain (loss), net
Lease modification gains
Net gain of financial assets at fair value
through profit or loss
Impairment losses – Property, plant and
equipment
Other expenses
Total
For theyears ended December 31, For theyears ended December 31,
2019
(NT$’000)
2018
(NT$’000)
8,651
(17,576)
273
5,783
(12,149)
(28,112)
1,014
(16,206)
-
5,383
(49,770)
(42,886)
(43,130) (102,465)

312

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

C. Finance costs

Interest on bank loans
Interests on lease liabilities
Total
For theyears ended December 31, For theyears ended December 31,
2019
(NT$’000)
2018
(NT$’000)
140,889
2,847
121,234
(Note)
143,736 121,234

Note: The Group adopted IFRS 16 since January 1, 2019. The Group elected not to restate prior periods in accordance with the transition provision in IFRS 16.

(26) Components of other comprehensive income (OCI)

For the year ended December 31, 2019

Not reclassified to profit or loss:
Actuarial gains or losses on
defined benefits plan
May be reclassified to profit or
loss in subsequent period:
Exchange differences arising on
translation of foreign operations
Share of other comprehensive
income of associates and joint
ventures accounted for using the
equity method
Total OCI
Arising during
the period
(NT$’000)
Reclassification
during the
period
(NT$’000)
-

-

-
-
Subtotal
(NT$’000)
Income tax
benefit
(expense)
(NT$’000)

-
-
-
-
OCI,
Net of tax
(NT$’000)
(4,727)
(99,236)
(4,108)
(4,727)
(99,236)
(4,108)
(4,727)
(99,236)
(4,108)
(108,071) (108,071) (108,071)

313

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

For the year ended December 31, 2018

Not reclassified to profit or loss:
Actuarial gains or losses on
defined benefits plan
May be reclassified to profit or
loss in subsequent period:
Exchange differences arising on
translation of foreign operations
Share of other comprehensive
income of associates and joint
ventures accounted for using the
equity method
Total OCI
Arising during
the period
(NT$’000)
Reclassification
during the
period
(NT$’000)
-

-
-
-
Subtotal
(NT$’000)
Income tax
benefit
(expense)
(NT$’000)

-
-
-
-
OCI,
Net of tax
(NT$’000)
(3,312)
(46,672)
12,346
(3,312)
(46,672)
12,346
(3,312)
(46,672)
12,346
(37,638) (37,638) (37,638)

(27) Income tax

  • A. The major components of income tax expense (income) are as follows:

Based on an amendment to the Income Tax Act announced on February 7, 2018, the Company’s applicable corporate income tax rate changes from 17% to 20% and the surtax rate on undistributed earnings from 10% to 5% effective the year of 2018.

Income tax expense (benefit) recognized in profit or loss

Current income tax expense (benefit):
Current income tax expense
Adjustments in respect of current income
tax of prior periods
For theyear ended December 31, For theyear ended December 31,
2019
(NT$’000)
2018
(NT$’000)
119,804
(20,452)
295,325
(118,841)

314

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Deferred tax expense (benefit):
Deferred tax expense (benefit) relating to
origination and reversal of temporary
differences
Deferred tax benefit relating to changes in
tax rate or the imposition of new taxes
Total income tax expense
1,658
-
144,254
(21,256)
101,010 299,482
  • B. A reconciliation between tax expense and the product of accounting profit multiplied by applicable tax rates is as follows:
Accounting profit (loss) before tax from
continuing operations
Tax payable at the enacted tax rates
Surtax on Undistributed earnings(5% and
10% in 2019 and 2018,respectively)
Tax effect of income tax-exempted
Tax effect of expenses not deductible for tax
purposes
Tax effect of deferred tax assets/liabilities
Reversal of uncertain tax position upon
finalization
Others
Total income tax expense recognized in profit
or loss
For theyear ended December 31, For theyear ended December 31,
2019
(NT$’000)
2018
(NT$’000)
(1,846,258) 710,522
(352,234)
24,885
11,436
1,393
476,536
(20,452)
(40,554)
185,018
28,309
(41,289)
(3,244)
255,998
(118,841)
(6,469)

101,010
299,482

315

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

C. Deferred tax assets (liabilities) relate to the following:

For the year ended December 31, 2019

Temporary differences
Prepaid appreciation tax on
agricultural land
Unrealized loss on inventory
valuation
Unrealized exchange loss (gain)
Other
Investments accounted for using
the equity method
Deferred tax income/ (expense)
Net deferred tax assets/(liabilities)
Reflected in balance sheet as
follows:
Deferred tax assets
Deferred tax liabilities
Beginning balance
as of Jan. 1, 2019
(NT$’000)
Deferred tax
income
(expense)
recognized in
P/L
(NT$’000)
Exchange
adjustment
(NT$’000)
Ending balance
as of Dec. 31,
2019
(NT$’000)
9,593
2,492
(1,680)
326
(3,883)
-
(501)

3,156
427

(4,740)
-
-
-
(13)
-
9,593
1,991
1,476
740
(8,623)
6,848 (1,658) (13) 5,177
12,411 13,800
(5,563) (8,623)

For the year ended December 31, 2018

Temporary differences
Prepaid appreciation tax on
agricultural land
Unrealized loss on inventory
valuation
Beginning balance
as of Jan. 1, 2018
(NT$’000)
Deferred tax
income
(expense)
recognized in
P/L
(NT$’000)
Effect of tax
rate change
(NT$’000)

Exchange
adjustment
(NT$’000)
Ending balance
as of Dec. 31,
2018
(NT$’000)
9,593
121,382
-
(140,311)
-
21,421
-
-
9,593
2,492

316

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Unrealized exchange loss (gain)
Other
Investments accounted for using
the equity method
Deferred tax income/ (expense)
Net deferred tax assets/(liabilities)
Reflected in balance sheet as
follows:
Deferred tax assets
Deferred tax liabilities
(930)
115
(323)

(585)
202

(3,560)
(165)
-
-
-
9
-
(1,680)
326
(3,883)
129,837 (144,254) 21,256 9 6,848
131,090 12,411
(1,253) (5,563)
  • D. Unrecognized deferred tax assets

As of December 31, 2019 and 2018, deferred tax assets that have not been recognized as they may not be used to offset future taxable income amounted to NT$1,620,530 thousand and NT$1,206,420 thousand, respectively.

  • E. Unused balance of deductible net operating loss within the Company was listed as following
Occurrence
year
Accumulated net
operating loss
(NT$’000)
Unused balance Unused balance Expiration
Year
As of December 31,
2019
(NT$’000)
2018
(NT$’000)
2012
2019
(Estimated)
101,046
2,023,410
96,117
2,023,410
96,878
-

2022

2029
2,119,527 96,878
  • F. The assessment of income tax return

As of December 31, 2019, the assessment status of income tax returns of the Company and subsidiaries was as follows:

The assessment of income tax returns
The Company Assessed and approved up to 2017
Subsidiary - Pegavision Corporation Assessed and approved up to 2016
Subsidiary - Kinsus Investment Co., Ltd. Assessed and approved up to 2017

317

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

(28) Earnings per share

Basic earnings per share is calculated by dividing net profit for the year attributable to the common shareholders of the parent entity by the weighted average number of common shares outstanding during the year.

Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent entity (after adjusting any influences)by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

A. Basic earnings per share

Net income (loss) attributable to common
shareholders of the parent (in NT$’000)
Weighted average number of common shares
outstanding (in thousand shares)
Basic earnings (loss) per share (in NT$)
Diluted earnings per share
Net income (loss) attributable to common
shareholders of the parent (NT$’000)
Net income (loss) attributable to common
shareholders of the parent after dilution
(NT$’000)
Weighted average number of common shares
outstanding (in thousand shares)
Effect of dilution:
Employee bonus (compensation) – stock (in
thousand shares)
Restricted stocks (in thousand shares)
Weighted average number of common shares
outstanding after dilution (in thousand
shares)
Diluted earnings (loss) per share (in NT$)
For theyear ended December 31, For theyear ended December 31,
2019 2018
(2,025,332) 349,485
447,963 446,255
(4.52) 0.78
2019 2018
(2,025,332) 349,485
(2,025,332) 349,485
447,963
(Note)
(Note)
446,255
1,779
362
447,963 448,396
(4.52) 0.78

B. Diluted earnings per share

318

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Note: It is not applicable due to anti-dilutive effect.

No other transactions that would significantly change the outstanding common shares or potential common shares incurred during the period after reporting date and up to the approval date of financial statements.

  • (29) Subsidiary that has material non-controlling interests

Proportion of equity interest held by non-controlling interests:

Name Country As of December 31,
2019
2018
49.00%
49.00%
69.67%
63.19%
2019
PIOTEK HOLDINGS LTD. and its
subsidiary
Pegavision Corporation
and its subsidary

China
Taiwan
49.00%
69.67%

Accumulated balances of material non-controlling interest:

PIOTEK HOLDINGS LTD. and its subsidiaries
Pegavision Corporationand its subsidary
As of December 31, As of December 31,
2019
(NT$’000)
2018
(NT$’000)
446,621 697,708
2,824,058 1,268,664

Profit (loss) allocated to material non-controlling interest:

PIOTEK HOLDINGS LTD. and its subsidiaries
Pegavision Corporationand its subsidary
For theyear ended December 31, For theyear ended December 31,
2019
(NT$’000)
2018
(NT$’000)
(233,879) (280,377)
311,943 341,932

The summarized financial information of this subsidiary is provided below. This information is based on amounts before inter-company eliminations.

319

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Summarized PIOTEK HOLDINGS LTD. and its subsidiaries information of profit or loss is as follows:

Operating revenue
Profit/loss from continuing operation
Total comprehensive income for the period
For theyear ended December 31, For theyear ended December 31,
2019
(NT$’000)
2018
(NT$’000)
2,680,192
(477,291)

(512,404)
3,375,715
(572,200)
(594,973)

Summarized Pegavision Corporation and its subsidiaries information of profit or loss is as follows:

Operating revenue
Profit/loss from continuing operation
Total comprehensive income for the period
For theyear ended December 31, For theyear ended December 31,
2019
(NT$’000)
2018
(NT$’000)
3,355,133
475,492

470,935
3,132,671
541,156
540,410

Summarized PIOTEK HOLDINGS LTD. And its subsidiaries information of financial position is as follows:

Current assets
Non-current assets
Current liabilities
Non-current liabilities
As of December 31, As of December 31,
2019
(NT$’000)
2018
(NT$’000)
1,296,006
1,386,815
1,615,833
155,506
1,527,580
1,715,709
1,488,787
330,616

Summarized Pegavision Corporation and its subsidiaries information of financial position is as follows:

Current assets
Non-current assets
As of December 31, As of December 31,
2019
(NT$’000)
2018
(NT$’000)
1,987,183
3,322,522
1,560,422
2,586,982

320

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Current liabilities 1,188,472 1,645,351
Non-current liabilities 67,528 494,211

Summarized PIOTEK HOLDINGS LTD. And its subsidiaries cash flows information is as follows:

Operating activities
Investing activities
Financing activities
Net increase/(decrease) in cash and cash equivalents
For theyear ended December 31, For theyear ended December 31,
2019
(NT$’000)
2018
(NT$’000)
61,061
(64,158)
18,611
33,467
(63,412)
(78,809)
39,502
(98,120)

Summarized Pegavision Corporation and its subsidiaries cash flows information is as follows:

Operating activities
Investing activities
Financing activities
Net increase/(decrease) in cash and cash equivalents
For theyear ended December 31, For theyear ended December 31,
2019
(NT$’000)
2018
(NT$’000)
772,520
(1,191,429)
806,626
382,808
1,111,172
(1,828,833)
563,139
(155,269)

7. RELATED PARTY TRANSACTIONS

  • (1)Deal with related parties as of the end of the reporting period

Related parties and Relationship

Relatedparties
Pegatron Corporation

FuYang Technology Corp.

AzureWave Technologies, Inc

AzureWave Technologies (Shanghai) Inc.

PEGATRON JAPAN INC

PEGATRON CZECH S.R.O

Maintek Computer (Suzhou) Co., Ltd

GNDC Co., Ltd.
Relationship
Parent company
Associate
Other related parties
Other related parties
Other related parties
Other related parties
Other related parties
Other related parties

321

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

DIGITEK (CHONGQING) LIMITED Other related parties COTEK ELECTRONICS(SUZHOU) CO., LTD. Other related parties

  • (2)Significant transactions with related parties

A. Sales to

Ultimate parent company
Other related parties
Total
For theyear ended December 31, For theyear ended December 31,
2019
(NT$’000)
2018
(NT$’000)
182,113
583,602
1,482,977
36,725
765,715 1,519,702

Selling prices and collection terms to related parties are similar to those to third party customers for the years ended December 31, 2019 and 2018. The collection terms are 30 to 90 days from the end of delivery month by telegraphic transfer.

B. Lease-related parties

(a) Right-of-use asset

Relatedparties
Ultimate parent company
Nature As of December 31, As of December 31,
2019
(NT$’000)
2018
(Note)
(NT$’000)

Buildings
59,555

(b) Lease liability

Relatedparties
Ultimate parent company
Nature As of December 31, As of December 31,
2019
(NT$’000)
2018
(Note)
(NT$’000)

Buildings
65,406

322

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

(c) Lease payment

Relatedparties
Ultimate parent company
Ultimate parent company
Other related parties
Nature As of December 31, As of December 31,
2019
(NT$’000)
2018
(NT$’000)

Plants
Various acilities
offices
8,441 104,094

983
1,029
(Note) 1,296

(d) Interest expense

Relatedparties For the three-month
period ended September 30,
For the three-month
period ended September 30,
2019
(NT$’000)
2018
(Note)
(NT$’000)
Ultimate parent company
Other related parties
Total
1,401
61
1,462

Note: The Group adopted IFRS 16 since January 1, 2019. The Group elected not to restate prior periods in accordance with the transition provision in IFRS 16.

  • C. For the years ended December 31, 2019 and 2018, the Group recognized operating expenses of NT$3,197 thousand and NT$3,404 thousand, respectively, for services provided by other related parties.

Moreover, for the years ended December 31, 2019 and 2018, the Group recognized operating expenses of NT$427 thousand and NT$4,352 thousand (tax included), respectively, for services provided by the Parent.

In addition, for the years ended December 31, 2019 and 2018, the Group incurred operating expenses of NT$69,503 thousand and NT$92,405 thousand (tax included), respectively, for utility bills paid by the Parent on behalf of the Group.

For the years ended December 31, 2019 and 2018, the Group incurred operating expenses of NT$41 thousand and NT$21 thousand (tax included), respectively, for utility bills paid by other related parties.

323

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

  • D. For the years ended December 31, 2019 and 2018, the Group recognized rent income of NT$1,081 thousand and NT$1,803 thousand, respectively, for plants leased to other related parties.

For the years ended December 31, 2019 and 2018, the Group recognized rent income of NT$43,660 thousand and NT$43,666 thousand, respectively, for plants leased to the associate.

  • E. For the years ended December 31, 2019 and 2018, the Group recognized other income in amount of NT$23,235 thousand and NT$19,823 thousand, respectively, due to paying utilities on behalf of associate.

For the years ended December 31, 2019 and 2018, the Group recognized operating expense of NT$2,565 thousand and NT$2,612 thousand, respectively, due to subcontracting maintenance and repair on factories to its associate.

  • F. Accounts receivable - related parties
Parent company
Other related parties
Total
Less: loss allowance
Net
As of December 31, As of December 31,
2019
(NT$’000)
2018
(NT$’000)
5,972
105,351
343,824
5,491
111,323
-
349,315
-
111,323 349,315
  • G. Other receivables
Associate
Other related parties
Total
As of December 31, As of December 31,
2019
(NT$’000)
2018
(NT$’000)
5,492
289
5,781
5,672
229
5,901

324

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

H. Refundable deposits

Parent company As of December 31, As of December 31,
2019
(NT$’000)
2018
(NT$’000)
10,000
10,000
  • I. Accrued expenses
Parent company
Associate
Other related parties
Total
As of December 31, As of December 31,
2019
(NT$’000)
2018
(NT$’000)
16,513
447
594
17,554
16,660
446
614
17,720
  • J. Salaries and rewards to key management of the Group
Short-term employee benefit
Post-employee benefit
Total
For theyear ended December 31, For theyear ended December 31,
2019
(NT$’000)
2018
(NT$’000)
41,144
787
56,883
756
41,931 57,639

8. PLEDGED ASSETS

The following assets of the Group are pledged as collaterals:

Item
Property, plant and equipment –land
Property, plant and equipment –
buildings (carrying amount)
CarryingAmount As of CarryingAmount As of Purpose
2019
(NT$’000)
2018
(NT$’000)
1,317,565
65,473
-
-
Long-term secured
loans
Long-term secured
loans

325

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Refundable deposits
Total
2,000 2,000 Security deposit to
custom authority
2,000
1,385,038
  1. SIGNIFICANT CONTINGENCIES AND UNRECOGNIZED CONTRACT COMMITMENTS

  2. (1) The Group’s unused letters of credit (LC) as of December 31, 2019 were as follows:

Currency
JPY
USD
EUR
LC Amount(in thousand)
JPY
1,029,071
USD
3,351
EUR
29
Security (in thousand)
-
-
-
  • (2) Details of significant constructions in progress and outstanding contracts of property, plant and equipment as of December 31, 2019 were as follows:
Nature of Contract
Machinery and
construction contracts
Contract Amount
(NT$’000)
3,077,073
Amount Paid
(NT$’000)
1,205,552
Outstanding
Balance
(NT$’000)
1,871,521

10. SIGNIFICANT DISASTER LOSS

None

11. SIGNIFICANT SUBSEQUENT EVENT

None

326

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

12. OTHERS

  • (1) Categories of financial instruments

Financial assets

Financial assets at fair value through profit or loss:
Mandatorily measured at fair value through P/L
Financial assets at fair value through OCI
Financial assets measured at amortized cost
Total
As of December 31,
2019
(NT$’000)
2018
(NT$’000)
1,338,832
1,017,095
50,000
50,000
15,199,490
14,660,008
16,588,322
15,727,103
2019
(NT$’000)
1,338,832
50,000
15,199,490
16,588,322

Financial liabilities

Financial liabilities at amortized cost:
Short-term borrowings
Trade and other payables
Long-term borrowings (including current portion with
maturity less than 1 year)
Lease liabilities (including current portion with
maturity less than 1 year)
Total
As of December 31,
2019
(NT$’000)
2018
(NT$’000)
4,096,101
3,340,483
5,065,964
5,383,123
3,046,550
3,453,578
172,080
(Note)
12,380,695
12,177,184
2019
(NT$’000)
4,096,101
5,065,964
3,046,550
172,080
12,380,695

Note: The Group adopted IFRS 16 since January 1, 2019. The Group elected not to restate prior periods in accordance with the transition provision in IFRS 16.

  • (2) Objectives and policies of financial risk management

The Group’s principal financial risk management objective is to manage the market risk, credit risk and liquidity risk related to its operating activates. The Group identifies, measures, and manages the risks based on its policy and risk preferences.

327

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

The Group has established appropriate policies, procedures and internal controls for financial risk management. Before entering into significant transactions, due approval process by the Board of Directors and Audit Committee must be carried out based on related protocols and internal control procedures. The Group complies with its financial risk management policies always.

(3) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of the changes in market prices. Market risk comprises currency risk, interest rate risk and other price risk (e.g. equity instruments).

In practice, it is rarely the case that a single risk variable will change independently from other risk variables. There are usually interdependencies between risk variables. However, the sensitivity analysis disclosed below does not take into account the interdependencies between risk variables.

Foreign currency risk

The Group’s exposure to foreign currency risk relates primarily to the Group’s operating activities (when revenue or expense are denominated in a different currency from the Group’s functional currency) and the Group’s net investments in foreign operations. The Group has certain foreign currency receivables denominated in the same foreign currency as certain foreign currency payables, therefore natural hedge is achieved. Thus, hedge accounting is not adopted.

Foreign currency sensitivity analysis of possible change in foreign exchange rates on the Group’s profit/loss and equity is performed on significant monetary items denominated in foreign currencies as of the reporting period-end. The Group’s foreign currency risk is mainly related to volatility in the exchange rates of US dollars. It is stated as follows:

If NT dollars appreciates/depreciates against US dollars by 1%, net income (loss) for the years ended December 31,2019 and 2018 would decrease/increase by NT$2,758 thousand and NT$442 thousand, respectively.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to interest rate risk relates primarily to the Group’s investments with variable interest rates and loans with fixed and variable interest rates, which are all categorized as loans and receivables.

328

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

The interest rate sensitivity analysis is performed on items exposed to interest rate risk as of the end of the reporting period and presumed to be held for one accounting year, including investments and loans with variable interest rates. If interest rate increases/decreases by 0.1%, the net income (loss) for the years ended December 31, 2019 and 2018 would decrease/increase by NT$4,595 thousand and NT$4,541 thousand, respectively.

(4) Credit risk management

Credit risk is the risk that counterparty will not meet its obligations under a contract and result in a financial loss. The Group is exposed to credit risk from operating activities (primarily for accounts and notes receivable) and from its financing activities including bank deposits and other financial instruments.

Customer credit risk is managed by each business unit subject to the Group’s established policy, procedures and control relating to customer credit risk management. Credit risk of all customers are assessed based on a comprehensive review of the customers’ financial status, credit ratings from credit institutions, past transactions, current economic conditions and the Group’s internal credit ratings. The Group also employs some credit enhancement instruments (e.g. prepayment or insurance) to reduce certain customers’ credit risk.

As of December 31, 2019 and 2018, receivables from the top ten customers were accounted for 47.67% and 44.74% of the Group’s total accounts receivable, respectively. The concentration of credit risk is relatively insignificant for the remaining receivables.

Credit risk from balances with banks, fixed-income securities and other financial instruments is managed by the Group’s finance division in accordance with the Group’s policy. The counterparties that the Group transacts with are determined by internal control procedures. They are banks with fine credit ratings and financial institutions, corporate and government agencies with investment-grade credit ratings. Thus, there is no significant default risk. Conclusively, no significant credit risk is expected by the Group.

The Group adopted IFRS 9 to assess the expected credit losses. Except for trade receivables, the remaining debt instrument investments which are not measured at fair value through profit or loss, low credit risk for these investments is a prerequisite upon acquisition and by using their credit risk as a basis for the distinction of categories. The Group makes an assessment at each reporting date as to whether the credit risk still meets the conditions of low credit risk and then further determines the method of measuring the loss allowance and the loss ratio.

329

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Financial assets are written off when there is no realistic prospect of future recovery (the issuer or the debtor is in financial difficulties or bankruptcy).

(5) Liquidity risk management

The Group maintains financial flexibility using cash and cash equivalents, highly-liquid marketable securities, bank loans, etc. The table below summarizes the maturity profile of the Group’s financial liabilities based on the contractual undiscounted payments and contractual maturity. The payment amount includes the contractual interest. The undiscounted interest payment relating to borrowings with variable interest rates is extrapolated based on the estimated yield curve as of the end of the reporting period.

Non-derivative financial instruments

As of December 31, 2019 Less than
1 year
(NT$’000)

5,369,808
5,065,964
115,220

4,327,665
5,383,123
2 to 3 years
(NT$’000)
3 to 4 years
(NT$’000)

170,614

-

18,082

267,019

-
4 to 5 years
(NT$’000)

182,134

-

5,205

63,323

-
More than
5 years
(NT$’000)
360,718
-
1,425

-
-
Total
(NT$’000)
7,293,011
5,065,964

174,092
6,979,686
5,383,123

1,209,737

-

34,160

2,321,679

-

Loans
Payables
Lease liabilities
As of December 31, 2018

Loans
Payables
  • (6) Movement schedule of liabilities arising from financing activities

Movement schedule of liabilities for year ended December 31, 2019:

As of January 1, 2019

Cash flows
Non-cash changes
Lease range changes
Interests on lease
liabilities
Short-term
borrowings
(NT$’000)
Long-term
borrowings
(NT$’000)
Refundable
deposits
(NT$’000)
Leases
liabilities
(NT$’000)
Total liabilities
from financing
activities
(NT$’000)
3,340,483
755,618
-
-

3,453,578

(400,137)

-

-

44,708

(872)

-

-

311,664

(136,418)

(6,239)

2,847

7,150,433

218,191

(6,239)

2,847

330

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Currency rate change
As of December 31, 2019
-
(6,891)
-
226

(6,665)
4,096,101
3,046,550

43,836

172,080

7,358,567

Movement schedule of liabilities for the year ended December 31, 2018:

As of January 1, 2018

Cash flows
Currency rate change
As of December 31, 2018
Short-term
borrowings
(NT$’000)
Long-term
borrowings
(NT$’000)
Refundable
deposits
(NT$’000)
Leases
liabilities
(Note)
(NT$’000)
Total liabilities
from financing
activities
(NT$’000)
3,297,397
43,086
-

2,258,912

1,178,550

16,116

50,577

(5,869)

-

-

-

-

5,606,886
1,215,767
16,116
3,340,483
3,453,578

44,708

-
6,838,769

Note: The Group adopted IFRS 16 since January 1, 2019. The Group elected not to restate prior periods in accordance with the transition provision in IFRS 16.

  • (7) Fair values of financial instruments

  • A. The evaluation methods and assumptions applied in determining the fair value

Fair value is the price that would be received to sell a financial asset or paid to transfer a financial liability in an orderly transaction between willing market participants (not under coercion or liquidation). The following methods and assumptions are used by the Group in estimating the fair values of financial assets and liabilities:

  • (a) The carrying amount of cash and cash equivalents, receivables, payables and other current liabilities approximate their fair value due to their short maturity terms.

  • (b) For financial assets and liabilities traded in an active market with standard terms and conditions, their fair value is determined based on market quotation price (e.g. listed equity securities, beneficiary certificates, bonds and futures etc.) at the report date.

  • (c) Fair value of equity instruments without active markets (including listed companies’ shares from private placement, stocks of public companies not traded in an active market and unlisted stocks) are estimated using the market approach. Under the approach, factors, such as the trading prices of comparable equity instruments in an active market, and other relevant information (i.e. discount due to lack of liquidity, stock price-to-earning ratio (PER) and price-to-book ratio (PBR) of similar companies) are input into the pricing model for its fair value.

331

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

  • (d) The fair value of derivatives which are not options and without market quotations, is determined based on the counterparty prices or discounted cash flow analysis using interest rate yield curve for the contract period. Fair value of option-based derivative financial instruments is obtained using on the counterparty prices or appropriate option pricing model (for example, Black-Scholes model) or other valuation method (for example, Monte Carlo Simulation).

  • B. Fair value of financial instruments measured at amortized cost

The carrying amount of the Group’s financial assets and liabilities measure at amortized cost approximates their fair value.

  • C. Fair value measurement hierarchy for financial instruments

Please refer to Note 12(8) for fair value measurement hierarchy for financial instruments of the Group.

  • (8) Fair value measurement hierarchy

  • A. Fair value measurement hierarchy

All asset and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, based on the lowest level input that is significant to the fair value measurement as a whole. Level 1, 2 and 3 inputs are described as follows:

Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities that the entity can access at the measurement date

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

Level 3 – Unobservable inputs for the asset or liability

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Group determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization at the end of each reporting period.

332

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

B. Fair value measurement hierarchy of the Group’s assets and liabilities

The Group does not have assets that are measured at fair value on a non-recurring basis. Fair value measurement hierarchy of the Group’s assets and liabilities measured at fair value on a recurring basis is as follows:

As of December 31, 2019

Financial assets:
Financial assets at fair value through
profit or loss
Funds
Financial assets at fair value through
other comprehensive income
Equity instrument measured at
fair value through other
comprehensive income
As of December 31, 2018
Financial assets:
Financial assets at fair value through
profit or loss
Funds
Financial assets at fair value through
other comprehensive income
Equity instrument measured at
fair value through other
comprehensive income
Level 1
(NT$’000)
Level 2
(NT$’000)
Level 3
(NT$’000)
Total
(NT$’000)
1,338,832
-
Level 1
(NT$’000)

-

-
Level 2
(NT$’000)

-

50,000
Level 3
(NT$’000)
1,338,832

50,000
Total
(NT$’000)
1,017,095
-

-

-

-

50,000
1,017,095

50,000

Transfers between Level 1 and Level 2 during the period

For the years ended December 31, 2019 and 2018, there were no transfers between Level 1 and Level 2 fair value hierarchy.

333

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Reconciliations for fair value measurement on a recurring basis in Level 3 hierarchy

For the years ended December 31, 2019 and 2018, there were not movement of fair value measurements.

  • (9) Significant financial assets and liabilities denominated in foreign currencies

Information regarding the Group’s significant financial assets and liabilities denominated in foreign currencies was listed below: (In Thousands)

Financial assets
Monetary items:
USD
CNY
Financial liabilities
As of December 31, As of December 31,
2019 NTD
(NT$’000)

4,390,238

480,940
3,961,816

947,275
2018
Foreign
Currencies
($’000)
146,438
111,912

132,149
220,426
Exchange
Rate
29.98

4.2975
29.98

4.2975
Foreign
Currencies
($’000)

137,692

73,560

130,689

117,755
Exchange
Rate
30.715

4.4753
30.715

4.4753
NTD
(NT$’000)
4,229,204

329,202
4,014,089

526,989
Monetary items:
USD
CNY

The above information is disclosed based on the carrying amount of foreign currency (after being converted to functional currency).

Foreign exchange gain/loss on monetary financial assets and liabilities is shown as below.

Foreign currency
resultingin exchangegain or loss
USD
Other
For theyear ended December 31, For theyear ended December 31,
2019
(NT$’000)
(9,831)
(7,745)
2018
(NT$’000)
(19,175)
2,969

334

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

(10) Capital management

The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios to support its business and maximize shareholder value. The Group manages and adjusts its capital structure considering changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust dividend payment to shareholders, return capital to shareholders or issue new shares.

13. ADDITIONAL DISCLOSURES

(1) Information on significant transactions

  • A. Financing provided to others: None.

  • B. Endorsement/Guarantee provided to others: Please refer to attachment 1.

  • C. Marketable securities held as of December 31, 2019 (excluding investments in subsidiaries, associates and joint ventures): Please refer to attachment 2.

  • D. Individual securities acquired or disposed of with accumulated amount of at least NT$ 300 million or 20 percent of the paid-in capital for the year ended December 31, 2019: None.

  • E. Acquisition of individual real estate with amount of at least NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2019: Please refer to attachment 3.

  • F. Disposal of individual real estate with amount of at least NT$100 million or 20 percent of the paid-in capital for the year ended December 31, 2019: None.

  • G. Related party transactions with purchase or sales amount of at least NT$100 million or 20 percent of the paid-in capital for the year ended December 31, 2019: Please refer to attachment 4.

  • H. Receivables from related parties of at least NT$100 million or 20 percent of the paid-in capital as of December 31, 2019: None.

  • I. Derivative instrument transactions: None.

  • J. Intercompany relationships and significant intercompany transactions for the year ended December 31, 2019: Please refer to attachment 11.

335

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

(2) Information on investees

  • A. Investees over whom the Company exercises significant influence or control (excluding investees in Mainland China): Please refer to attachment 5.

  • B. Investees over which the Company exercises control shall be disclosed of information under Note 13(1):

  • (a) Financing provided to others: None.

  • (b) Endorsement/Guarantee provided to others: None.

  • (c) Marketable securities held as of December 31, 2019 (excluding investments in subsidiaries, associates and joint ventures): Please refer to attachment 6.

  • (d) Individual securities acquired or disposed of with accumulated amount of at least NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2019: Please refer to attachment 7.

  • (e) Acquisition of individual real estate with amount of at least NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2019: Please refer to attachment 8.

  • (f) Disposal of individual real estate with amount of at least NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2019: None.

  • (g) Related party transactions with purchase or sales amount of at least NT$100 million or 20 percent of the paid-in capital for the year ended December 31, 2019: Please refer to attachment 9.

  • (h) Receivables from related parties of at least NT$100 million or 20 percent of the paidin capital as of December 31, 2019: Please refer to attachment 10.

  • (i) Derivative instrument transactions: None.

336

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

(3) Information on investments in Mainland China:

  • A. Name of investee in China, main business, paid-in capital, method of investment, investment flows, percentage of ownership, investment gain or loss, carrying amount at the end of reporting period, inward remittance of earning or loss and the upper limit on investment in China:

(In Thousands of New Taiwan Dollars)

Name of Investee
in China
Main Business Paid-in
Capital
(NT$’000)
Method of
Investment
Accumulated
Outflow of
Investment from
Taiwan as of Jan.
1, 2019
(NT$’000)
Investment Flows Investment Flows Accumulated
Outflow of
Investment
from Taiwan
as of Sep. 30,
2019
(NT$’000)
Profit/ Loss
of Investee
(NT$’000)
Percentage of
Ownership
(Direct or
Indirect
Investment)
Share of
Profit/Loss
(NT$’000)
Carrying
Amount as of
Sep. 30, 2019
(NT$’000)


Accumulated
Inward
Remittance of
Earnings as of
Sep. 30, 2019
(NT$’000)


Accumulated
Outflow of
Investment
from Taiwan
to Mainland
China
as of Sep. 30,
2019
(NT$’000)
Investment
Amounts
Authorized by
Investment
Commission,
MOEA
(NT$’000)
Upper Limit on
Investment in
China by
Investment
Commission,
MOEA
(NT$’000)

Outflow
(NT$’000)
Inflow
(NT$’000)
Kinsus
Interconnect
Technology
Suzhou Corp.
Manufacturing
and selling
PCB (not high-
density fine-
line)
2,098,600
(Note 2)
(Note 1) 2,098,600
(Note 2)
- - 2,098,600
(Note 2)
61,574
(Note 2 and
Note 5)

100%
61,574
(Note 2,
Note 5 and
Note 8)
1,344,220
(Note 2,
Note 5 and
Note 8)
- 2,098,600
(Note 2)
2,098,600
(Note 2)
No upper limit
(Note 6)

337

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese

Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Piotek Computer
(Suzhou) Co.,
Ltd.
Researching,
developing,
producing and
selling
electronic
components,
PCBs and
related
products and
providing after-
sale services
4,997,666
(Note 2)
(Note 1) 2,825,727
(Note 2)
- - 2,825,727
(Note 2)
(467,492)
(Note 2 and
Note 5)

51%
(238,421)
(Note 2,
Note 5 and
Note 8)
424,222
(Note 2,
Note 5 and
Note 8)
- 2,825,727
(Note 2)
2,825,727
(Note 2)
No upper limit
(Note 6)
Xiang-Shuo
(Suzhou) Trading
Limited
Trading of
PCB (not high-
density fine-
line) and
material for
related
products
59,960
(Note 2)
(Note 1) 59,960
(Note 2)
- - 59,960
(Note 2)
(111)
(Note 2
and Note 5)

100%
(111)
(Note 2,
Note 5 and
Note 8)
59,730
(Note 2,
Note 5 and
Note 8)
- 59,960
(Note 2)
59,960
(Note 2)
No upper limit
(Note 6)
Pegavision
Contact Lenses
(Shanghai)
Corporation
Selling medical
equipment

112,559
(Note 3)
(Note 1) 65,062 47,497 - 112,559 (5,231)
(Note 2
and Note 5)

30.33%
(1,586)
(Note 2, Note
5 and Note 8)


30,115
(Note 2,
Note 5 and
Note 8)
- 112,559 112,559 2,432,223
(Note 7)

338

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese

Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Gemvisoon
Technology
(Zhejiang)
Limited
Selling medical
equipment

43,886
(Note 2 and
Note 4)
(Note 1) - - - - (5,261)
(Note 2,
Note 5 and
Note 9)
30.33% (1,596)
(Note 2, Note
5, Note 8 and
Note 9)


11,566
(Note 2, Note
5, Note 8 and
Note 9)


-
- - 2,432,223
(Note 7)
  • Note 1: Investment in Mainland China through companies in the third area.

  • Note 2: Amounts in foreign currencies are translated into New Taiwan dollars using the exchange rates on the balance sheet date. Note 3: The paid-in capital is USD3,600 thousand, equivalent to NT$112,559 thousand.

  • Note 4: The paid-in capital is CNY10,000 thousand.

  • Note 5: Gain/loss on investment is recognized based on the financial statements which were audited by the independent auditors of the parent company in Taiwan.

  • Note 6: The Company meets the conditions of corporate operation headquarter in the Principle of Evaluation for Investment and Technical Cooperation in Mainland China. Thus, there is no upper limit on investment amount.

  • Note 7: The upper limit on investment for Pegavision Contact Lenses (Shanghai) Corporation and Gemvisoon Technology (Zhejiang) Limited is calculated as 60% of the net value of the recent financial statements reviewed by independent auditors of Pagavision Corporation.

  • Note 8: Transactions are eliminated upon preparation of consolidated financial statements.

  • Note 9: Pegavision Contact Lenses (Shanghai) Corporation recognized the profit/loss and carrying amount of Gemvisoon Technology (Zhejiang) Limited.

339

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

  • B. Significant transactions with investees in China:

  • (a) Purchase and balances of related accounts payable as of December 31, 2019: Please refer to attachment 11 for details.

  • (b) Sale and balance of related accounts receivable as of December 31, 2019: Please refer to attachment 11 for details.

  • (c) Property transaction amounts and resulting gain or loss:

Variety
Machinery
Relatedparties
Kinsus Interconnect
Technology Suzhou Corp
Carrying
Value
247,416
Price
285,972
Gain on
disposal
(Note)
38,556
Reference
basis for price
decision
Negotiated
price

For the year ended December 31, 2019, the Company wrote off NT$38,556 thousand due to the unrealized gain on disposal of property, plant and equipment. As of December 31, 2019, unrealized gain on disposal of property, plant and equipment is NT$36,829 thousand, and recongnized as the credit balance of investments accounted for using the equity method.

  • (d) Ending balance of endorsements/guarantees or collateral provided and the purposes: Please refer to attachment 1.

  • (e) Maximum balance, ending balance, interest rate range and total interest for current period from financing provided to others: None.

  • (f) Transactions that have significant impact on profit or loss of current period or the financial position, such as services provided or rendered: Please refer to attachment 11 for details.

  • (g) Above transactions are eliminated upon preparation of consolidated financial statements. Please refer to attachment 11 for details.

340

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

14. OPERATING SEGMENT

For management purposes, the Group is organized into operating segments based on different products and services and has three reportable operating segments as follows:

IC Substrate: This segment produces and manufactures BGA substrates and sells the products to manufacturers of electronic products.

Printed Circuit Board (PCB): This segment produces and manufactures PCBs and sells the products to manufacturers of electronic products.

Optics: This segment produces, manufactures and sells contact lens.

No operating segments have been aggregated to form the above reportable operating segments.

The Group’s operating segments adopts the same accounting policies as the ones in Note 4. Management monitors the operating results of its business units separately for decision-making on resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss and measured consistently with methods applied to operating profit or loss in the consolidated financial statements.

  • (1)Segment income (loss), assets and liabilities

For the year ended December 31, 2019

External customer

Inter-segment
Total revenue

Segment income (loss)
IC Substrate
(NT$’000)
PCB
(NT$’000)
Optics
(NT$’000)
Elimination
(NT$’000)
Consolidated
(NT$’000)
16,292,243
-
2,680,034
-
3,355,133
-

-
-
22,327,410

-
16,292,243 2,680,034 3,355,133 - 22,327,410

(1,948,400)
(474,287) 475,419 -
(1,947,268)

341

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

For the year ended December 31, 2018

External customer

Inter-segment
Total revenue

Segment income (loss)
IC Substrate
(NT$’000)
PCB
(NT$’000)
Optics
(NT$’000)
Elimination
(NT$’000)
Consolidated
(NT$’000)
17,223,393
-
3,371,865
-
3,132,671
-

-
-

23,727,929

-
17,223,393 3,371,865 3,132,671 -
23,727,929

419,218
(549,334) 541,156 -
411,040

Details of assets and liabilities under the Group’s operating segments are as follows:

Segment assets
As of 12/31/2019

As of 12/31/2018

Segment liabilities
As of 12/31/2019
As of 12/31/2018
IC Substrate
(NT$’000)
PCB
(NT$’000)
Optics
(NT$’000)
Elimination
(NT$’000)
Consolidated
(NT$’000)
33,650,864 2,742,781 5,309,700 - 41,703,345
35,145,835 3,330,715 4,147,404 - 42,623,954
IC Substrate
(NT$’000)
PCB
(NT$’000)
Optics
(NT$’000)
Elimination
(NT$’000)
Consolidated
(NT$’000)
9,838,047 1,771,598 1,256,000 - 12,865,645
8,903,968 1,831,902 2,139,562 - 12,875,432

(2)Geographical information

Revenues from external customers

Taiwan
Other countries
Total
For theyear ended December 31, For theyear ended December 31,
2019
(NT$’000)
2018
(NT$’000)
6,278,257
16,049,153
7,532,329
16,195,600
22,327,410 23,727,929

Note: The revenue information above is based on the location of the customers.

342

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Non-current assets

Taiwan
U.S.A.
China
Japan
Total
As of December 31, As of December 31,
2019
(NT$’000)
2018
(NT$’000)
18,756,608
14
2,914,589
1,499
19,385,860
25
3,053,655
102
21,672,710 22,439,642

(3)Information about major customers

No additional discourses for the years ended December 31, 2019 and 2018 since there was no customer to whom the Company’s sale individually was accounted for at least 10%.

343

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp. and Subsidiaries

Endorsement/Guarantee Provided to Others

For the Year ended December 31, 2019

==> picture [724 x 153] intentionally omitted <==

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

Attachment 1
(In Thousands of Foreign Currency / New Taiwan Dollars)
Endorsement/ Guarantee
Amount of Ratio of Accumulated
Provider Guaranteed Party Endorsement/ Endorsement/ Maximum Endorsement Endorsement
No. Guarantee Guarantee to Net Endorsement/ provided by parent provided by Endorsement
Nature of Limits on Endorsement/ Guarantee Amount Maximum Balance Amount Actually secured by Worth per Latest Guarantee Amount company to subsidiaries to provided to
(Note 1) Name Name Relationship Provided to Each Guaranteed Party for the Period Ending Balance Drawn Properties Financial Statements Allowed subsidiaries parent company entities in China
Kinsus Piotek Computer The Company The overall amount of guarantees/ endorsements Shall not exceed Y N Y
0 Interconnect (Suzhou) Co., Ltd. directly and provided to a subsidiary in which the Company $458,694 $458,694 $57,337 $- 1.79% 50% of the net
Technology indirectly hold holds directly over 50% (inclusive) of common USD 15,300 USD 15,300 worth in the
Corp. more than 50% of equity interest shall not exceed 20% of the net current financial
the voting shares. worth in the current financial statements (Note 2) (Note 2) statements.
$5,113,404.
$12,783,511
----- End of picture text -----

Note 1: Kinsus Interconnect Technology Corp. is coded "0".

Note 2: Amounts in foreign currencies are converted to New Taiwan Dollars using the exchange rates as of the balance sheet date.

Note 3: The endorsement and guaranteed amount of the Company and the consolidated subsidiary is NT$79,893 thousand.

344

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp. and Subsidiaries

Marketable Securities Held (Excluding Investments in Subsidiaries, Associates and Joint Ventures)

As of December 31, 2019

Attachment 2

(In Thousands of New Taiwan Dollars)

==> picture [731 x 198] intentionally omitted <==

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

December 31, 2019
Name of Held Relationship with
Company Type and Name of Marketable Securities the Issuer Financial Statement Account Shares / Units Carrying Amount Shareholding % Fair Value Note
Kinsus Interconnect Money market funds:
Technology Corp. Taishin Ta Chong Money Market Fund - Financial assets at fair value through profit or loss 18,812,748 $255,796 -% $268,292
FSITC Money Market Fund - Financial assets at fair value through profit or loss 1,168,258 200,000 -% 209,235
Mega Diamond Money Market Fund - Financial assets at fair value through profit or loss 21,355,432 257,509 -% 268,888
Jih Sun Money Market - Financial assets at fair value through profit or loss 17,776,549 255,443 -% 264,473
Subtotal 968,748 $1,010,888
Add: Valuation adjustments of financial
42,140
assets at fair value through profit or loss
Total $1,010,888
----- End of picture text -----

345

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp. and Subsidiaries

Related Party Transactions with Purchase or Sales Amount of At least NT$ 100 Million or 20% of the Paid-in Capital

For the Year ended December 31, 2019

Attachment 3

==> picture [726 x 274] intentionally omitted <==

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

(In Thousands of New Taiwan Dollars)
Transaction Details Abnormal Transaction Notes/ Accounts Payable or Receivable
Nature of Purchase/ Payment/ Collection Payment/
Company Name Related Party Relationship Sale Amount % to Total Term Unit Price Collection Term Ending Balance % to Total Note
Kinsus Interconnect Kinsus Interconnect Investee accounted Purchase $2,181,488 28.69% Payment within 30 Specs of goods Other vendors Accounts payable (16.29)% Note
Technology Corp. Technology Suzhou for using equity days from the end of purchased are also enjoy
$(240,392)
Corp. method indirectly delivery month different from others. payment within
Cannot be 30~90 days from
reasonablely the end of
compared. delivery month
----- End of picture text -----

Note: Transactions are eliminated when preparing the consolidated financial statements.

346

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp. and Subsidiaries

Receivables from Related Parties of at Least NT$ 100 Million or 20% of the Paid-in Capital

As of December 31, 2019

==> picture [730 x 176] intentionally omitted <==

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

Attachment 4
(In Thousands of New Taiwan Dollars)
Overdue Amount Received in
Nature of Turnover Action
Company Name Related Party Relationship Ending Balance Ratio Amount Taken Subsequent Periods Loss Allowance
Kinsus Interconnect Kinsus Interconnect Investee accounted
$235,816 - $- - $- $-
Technology Corp. Technology Suzhou for using equity
(Note 1 and Note 2)
Corp. method indirectly
----- End of picture text -----

Note 1: Other receivable.

Note 2: Transactions are eliminated when preparing the consolidated financial statements.

347

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp. and Subsidiaries

Investees over Whom the Company Exercise Significant Influence or Control Directly or Indirectly (Excluding Investees in Mainland China)

As of December 31, 2019

Attachment 5

(In Thousands of Foreign Currency / New Taiwan Dollars)

==> picture [689 x 438] intentionally omitted <==

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

Original Investment Amount Ending balance Net Income Share of Income
As of Dec. 31, As of Dec. 31, (Loss) of the (Loss) of the
Investor Investee Business Location Main Business and Product 2018 2019 Shares % Carrying Value Investee Investee Note
Kinsus Interconnect
KINSUS CORP. (USA) CA U.S.A. Designing substrates, USD500 USD500 500,000 100.00% $53,310 $6,215 $6,215 Note
Technology Corp.
formulating marketing
strategy analysis,developing
new customers, researching
and development new
product technology
Kinsus Interconnect KINSUS HOLDING Samoa Investing activities USD166,309 USD166,309 166,308,720 100.00% $1,868,801 $(180,094) $(180,094) Note
Technology Corp. (SAMOA) LIMITED
Kinsus Interconnect Kinsus Investment Co., Ltd. Taoyuan City Investing activities $1,600,000 $1,600,000 160,000,000 100.00% $2,300,446 $(33,605) $(33,605) Note
Technology Corp. (Note 1) (Note 1)
Kinsus Investment Pegavision Corporation Taoyuan City Manufacturing medical $286,418 $252,455 21,233,736 30.33% $1,299,647 $475,492 $163,549 Note
Co., Ltd. equipment (Note 2)
Kinsus Investment FuYang Technology Corp. Hsinchu County Electronic Parts and $929,422 $929,422 64,176,872 35.65% $538,259 $(541,059) $(192,908)
Co., Ltd. Components Manufacturing
KINSUS HOLDING KINSUS HOLDING Cayman Islands Investing activities USD72,000 USD72,000 72,000,000 100.00% USD 46,830 USD 2,050 USD 2,050 Note
(SAMOA) LIMITED (CAYMAN) LIMITED
KINSUS HOLDING PIOTEK HOLDINGS Cayman Islands Investing activities USD94,309 USD94,309 95,755,000 51.00% USD 15,505 USD (15,451) USD (7,880) Note
(SAMOA) LIMITED LTD. (CAYMAN)
PIOTEK HOLDINGS PIOTEK HOLDING British Virgin Investing activities USD139,841 USD139,841 139,840,790 100.00% USD 30,403 USD (15,451) USD (15,451) Note
LTD. (CAYMAN) LIMITED Islands
PIOTEK HOLDING PIOTEK (H.K.) Hong Kong Trading activities USD26 USD26 200,000 100.00% USD 2,654 USD 150 USD 150 Note
LIMITED TRADING LIMITED
Pegavision Corporation PEGAVISION HOLDINGS Samoa Investing activities USD2,130 USD3,630 3,630,000 100.00% $36,437 $(5,280) $(5,280) Note
CORPORATION
Pegavision Corporation PEGAVISION JAPAN INC. JAPAN Selling Medical JPY 9,900 JPY 9,900 198 100.00% $26,102 $16,418 $16,418 Note
facility
----- End of picture text -----

Note: Transactions are eliminated when preparing the consolidated financial statements.

Note 1: The Company's original investment in Kinsus Investment Co., Ltd. was NT$500,000 thousand. Kinsus Investment Co., Ltd. reduced capital by NT$102,000 thousand to offset deficits in 2013, And increased capital by NT$602,000 thousand and NT$600,000 thousand in 2016 and 2017, respectively. After the increases, the Company's investment amount increased to NT$1,600,000 thousand. Note 2 Kinsus Investment Co., Ltd. invested Pegavision Corporation in cost of NT$286,418 thousand.

As Pegevision Corporation has become a listed company since October, 2019, Kinsus Investment Co., Ltd decreased its investment by NT$33,963 thousand in selling 855 thousand shares.

348

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp. and Subsidiaries

Marketable Securities Held (Excluding Investments in Subsidiaries, Associates and Joint Ventures)

As of December 31, 2019

==> picture [742 x 323] intentionally omitted <==

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

Attachment 6
(In Thousands of New Taiwan Dollars)
Guarantee, Pledge or Other Restricted
As of December 31, 2019 Conditions
Carrying Carrying
Name of Held Company Type and Name of Marketable Securities Relationship with the Issuer Financial Statement Account Shares (Unit) Amount % Fair Value Shares Amount Note
Kinsus Investment Co., Ltd. Money market funds:
Financial assets at fair value
Taishin Ta Chong Money Market Fund - through profit or loss 829,070 $11,315 -% $11,824 - $-
Valuation adjustments of financial
assets held for trading 509
Total $11,824
Pegavision Corporation Money market funds:
Financial assets at fair value
Yuanta Wan Tai Money Market Fund - through profit or loss 11,778,166 $179,017 -% $179,058 - $-
Financial assets at fair value
Yuanta De-Li Money Market Fund - through profit or loss 8,372,796 137,034 -% 137,062 -
Valuation adjustments of financial
assets held for trading 69
Total $316,120 $316,120 $-
Kinsus Investment Co., Ltd. Stocks:
Measured at fair value through
Yi-Shuo Creative Co., Ltd. - other comprehensive income 5,000,000 $50,000 7.49% $50,000 - $-
----- End of picture text -----

349

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp. and Subsidiaries

Individual Securities acquired and disposed of with accumulated amount of least NT$300 Million or 20% of The Paid-In Capital

For the Year ended December 31, 2019

Attachment 7

(In Thousands of New Taiwan Dollars)

==> picture [733 x 91] intentionally omitted <==

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

Financial Statement Nature of Beginning Balance Acquisition Disposal Ending Balance
Type and Name of Marketable Gain/Loss on
Company Name Securities Account Counter-party Relationship Shares/Units Amount Shares/Units Amount Shares/Units Amount Carrying Value Disposal Shares/Units Amount
Pegavision Corporation Stock:
Yuanta Wan Tai Money Market Fund Financial assets at fair - - - $- 28,565,798 $434,000 16,787,632 $255,046 $254,983 $63 11,778,166.20 $179,017
value through profit or loss
----- End of picture text -----

350

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp. and Subsidiaries

Acquisition of Individual Real Estate with Amount of at Least NT$ 300 million or 20% of the Paid-in Capital

For the Year ended December 31, 2019

Attachment 8

==> picture [739 x 228] intentionally omitted <==

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

(In Thousands of New Taiwan Dollars)
Prior Transaction of Related Counter-party
Transaction Relationship
Acquiring Date Transaction with the Transfer Purpose and Use of
Company Name of Property (Note 1) Amount Payment Status Counter-party Relationship Owner Company Date Amount Price Reference Acquisition Other Terms
By contract Inventec None None None None None The transaction amount Expand capacity to None
Pegavision Land 2018.06.26 $1,311,000 Corporation refer to professional satisfy the growth of
Corporation Buildings 2018.06.26 69,000 appraisal institutions. business sales.
Total $1,380,000
----- End of picture text -----

Note 1:The date of occurrence of the event means the date of agreement, date of contract signing, date of payment, date of execution of a trading order, date of title transfer, date of a

resolution of the board of directors or a committee established by it, or other date that can confirm the counterparty and monetary amount of the transaction, whichever date is earlier.

351

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp. and Subsidiaries

Related Party Transactions with Purchase or Sales Amount of At least NT$ 100 Million or 20% of the Paid-in Capital

For the year ended of December 31, 2019

Attachment 9

(In Thousands of US/NTD Dollars)

==> picture [717 x 461] intentionally omitted <==

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

Transaction Details Abnormal Transaction Notes/Accounts Payable or Receivable
Purchase/ Payment/ Collection Payment/ Collection
Company Name Related Party Nature of Relationship Sale Amount % to Total Term Unit Price Term Ending Balance % to Total Note
Piotek Computer Pegatron Corporation Ultimate parent company Sales USD 5,895 6.85% Payment within 60 Specs of goods sold are No non-related parties Accounts receivable
(Suzhou) Co., Ltd. days from the end of different from others. to be compared with. USD 199 0.93%
delivery month Cannot be reasonably
compared.
Kinsus Interconnect Kinsus Interconnect Parent company Sales USD 71,230 90.89% Payment within 30 Specs of goods sold are No non-related parties Accounts receivable Note
days from the end of different from others. to be compared with. USD 8,642 77.63%
Technology Suzhou Technology Corp. delivery month Cannot be reasonably
compared.
Corp.
Piotek Computer Piotek (H.K.) Trading Also a subsidiary under Sales USD 11,081 12.88% Payment within 60 Specs of goods sold are No non-related parties Accounts receivable Note
(Suzhou) Co., Ltd. Limited the Company's control days from the end of different from others. to be compared with. USD 795 3.70%
delivery month Cannot be reasonably
compared.
Piotek (H.K.) Trading Piotek Computer Also a subsidiary under Purchase USD 11,081 100.00% Payment within 60 Specs of goods sold are No non-related parties Accounts payable Note
Limited (Suzhou) Co., Ltd. the Company's control days from the end of different from others. to be compared with. (USD 795) (100.00)%
delivery month Cannot be reasonably
compared.
Piotek Computer Maintek Computer Other related parties Sales USD 10,078 11.71% Payment within 60 Specs of goods sold are No non-related parties Accounts receivable
(Suzhou) Co., Ltd. (Suzhou) Co., Ltd days from the end of different from others. to be compared with. USD 1,780 8.28%
delivery month Cannot be reasonably
compared.
Piotek Computer DIGITEK (CHONGQING) Other related parties Sales USD 7,365 8.56% Payment within 60 Specs of goods sold are No non-related parties Accounts payable
(Suzhou) Co., Ltd. LIMITED days from the end of different from others. to be compared with. USD 1,279 5.95%
delivery month Cannot be reasonably
compared.
Pegavision Japan Inc. Pegavision Corporation Parent company Purchase $1,353,073 100.00% Payment within 90 No suppliers to be No suppliers to be Accounts payable Note
days from the end of compared with. compared with. $(146,953) (100.00)%
delivery month
Pegavision Contact Pegavision Corporation Parent company Purchase $127,282 100.00% Payment within 180 No suppliers to be No suppliers to be Accounts payable Note
Lenses (SHANGHAI) days from the end of compared with. compared with. $(124,211) (100.00)%
Corporation delivery month
GEMVISION TECHNOLOGY Pegavision Contact Also a subsidiary under Purchase $118,586 67.55% Payment within 180 Similar to those to Similar to those to Accounts payable Note
(ZHEJIANG) LIMITED Lenses (SHANGHAI) the Company's control days from the end of third party suppliers. third party suppliers. $(66,761) (56.55)%
Corporation delivery month
----- End of picture text -----

Note: Transactions are eliminated when preparing the consolidated financial statements.

352

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp. and Subsidiaries

Receivables from Related Parties of at Least NT$ 100 Million or 20% of the Paid-in Capital

As of December 31, 2019

==> picture [738 x 296] intentionally omitted <==

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

Attachment 10
(In Thousands of US/NTD Dollars)
Overdue Amount Received in Allowance for
Nature of Turnover Action
Company Name Related Party Relationship Ending Balance Ratio Amount Taken Subsequent Periods Doubtful Debts
Kinsus Interconnect Kinsus Interconnect Parent company
USD 8,642 10.20 $- - $- $-
Technology Suzhou Technology Corp. (Note and Note 1)
Corp.
Pegavision Corporation Pegavision Contact Subsidiary
$124,211 0.78 $- - $81,616 $-
Lenses (SHANGHAI) (Note and Note 1)
Corporation
Pegavision Corporation Pegavision Japan Inc. Subsidiary
$146,953 10.70 $- - $59,313 $-
(Note and Note 1)
----- End of picture text -----

Note: Accounts receivable

Note 1: Transactions are eliminated when preparing the consolidated financial statements.

353

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp. and Subsidiaries

Attachment 11

Intercompany Relationships and Significant Intercompany Transactions for the Year Ended December 31, 2019

(In Thousands of Foreign Currency / New Taiwan Dollars)

==> picture [542 x 598] intentionally omitted <==

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

No. Intercompany Transaction
Percentage to
Nature of Consolidated Net
Relationship Revenue or Total Assets
(Note 1) Company Name Counter-Party (Note 2) Financial Statement Account Amount Terms (Note 3)
2019.12.31
0 Kinsus Interconnect Technology Corp. KINSUS CORP. (USA) 1 Accrued expense $3,421 Payment within 30 days from the end ofdelivery month by TT 0.01%
0 Kinsus Interconnect Technology Corp. Pegavision Corporation 1 Accrued expense $5 - -%
0 Kinsus Interconnect Technology Corp. Kinsus Interconnect Technology Suzhou Corp. 1 Accounts payable $240,392 Payment within 30 days from the end ofdelivery month 0.58%
0 Kinsus Interconnect Technology Corp. Kinsus Interconnect Technology Suzhou Corp. 1 Other receivables $235,816 - 0.57%
0 Kinsus Interconnect Technology Corp. Kinsus Interconnect Technology Suzhou Corp. 1 Purchase $2,181,488 Payment within 30 days from the end ofdelivery month 9.77%
0 Kinsus Interconnect Technology Corp. KINSUS CORP. (USA) 1 Commission expense $40,818 Payment within 30 days from the end ofdelivery month by TT 0.18%
0 Kinsus Interconnect Technology Corp. KINSUS CORP. (USA) 1 Travel expense $243 Payment within 30 days from the end ofdelivery month by TT -%
0 Kinsus Interconnect Technology Corp. Pegavision Corporation 1 Other expense $77 - -%
0 Kinsus Interconnect Technology Corp. Kinsus Interconnect Technology Suzhou Corp. 1 Sales revenue $42,104 Payment within 30 days from the end ofdelivery month 0.19%
0 Kinsus Interconnect Technology Corp. Kinsus Interconnect Technology Suzhou Corp. 1 Other income $17,452 - 0.08%
0 Kinsus Interconnect Technology Corp. Piotek Computer (Suzhou) Co., Ltd. 1 Other income $819 - -%
0 Kinsus Interconnect Technology Corp. PIOTEK (H.K.) TRADING LIMITED 1 Other income $2,461 - 0.01%
1 Piotek Computer (Suzhou) Co., Ltd. PIOTEK (H.K.) TRADING LIMITED 3 Sales revenue USD 11,081 Payment within 60~90 days from the endof delivery month 1.49%
1 Piotek Computer (Suzhou) Co., Ltd. PIOTEK (H.K.) TRADING LIMITED 3 Accounts receivable USD 795 Payment within 60~90 days from the endof delivery month 0.06%
1 Piotek Computer (Suzhou) Co., Ltd. Xiang-Shuo (Suzhou) Trading Limited 3 Sales revenue USD 32 Payment within 60 days from the end ofdelivery month -%
1 Piotek Computer (Suzhou) Co., Ltd. Kinsus Interconnect Technology Suzhou Corp. 3 Sales revenue RMB 27 Payment within 60~90 days from the endof delivery month -%
1 Piotek Computer (Suzhou) Co., Ltd. Kinsus Interconnect Technology Suzhou Corp. 3 Other income RMB 6 Payment within 60~90 days from the endof delivery month -%
2 Xiang-Shuo (Suzhou) Trading Limited Piotek Computer (Suzhou) Co., Ltd. 3 Accounts receivable RMB 225 Payment within 60 days from the end ofdelivery month -%
2 Xiang-Shuo (Suzhou) Trading Limited Piotek Computer (Suzhou) Co., Ltd. 3 Sales revenue RMB 8,146 Payment within 60 days from the end ofdelivery month 0.16%
3 Pegavision Corporation PEGAVISION CONTACT LENSES(SHANGHAI) CORPORATION 1 Sales revenue $127,282 Payment within 180 days from the end ofdelivery month 0.57%
3 Pegavision Corporation PEGAVISION CONTACT LENSES(SHANGHAI) CORPORATION 1 Accounts receivable $124,211 Payment within 180 days from the end ofdelivery month 0.30%
3 Pegavision Corporation Pegavision Japan Inc. 1 Sales revenue $1,353,073 Payment within 90 days from the end ofdelivery month 6.06%
3 Pegavision Corporation Pegavision Japan Inc. 1 Accounts receivable $146,953 Payment within 90 days from the end ofdelivery month 0.35%
3 Pegavision Corporation GEMVISION TECHNOLOGY(ZHEJIANG) LIMITED 1 Sales revenue $51,499 Payment within 180 days from the end ofdelivery month 0.23%
3 Pegavision Corporation GEMVISION TECHNOLOGY(ZHEJIANG) LIMITED 1 Accounts receivable $51,305 Payment within 180 days from the end ofdelivery month 0.12%
4 PEGAVISION CONTACT LENSES(SHANGHAI) CORPORATION GEMVISION TECHNOLOGY(ZHEJIANG) LIMITED 3 Sales revenue $118,586 Payment within 180 days from the end ofdelivery month 0.53%
4 PEGAVISION CONTACT LENSES(SHANGHAI) CORPORATION GEMVISION TECHNOLOGY(ZHEJIANG) LIMITED 3 Accounts receivable $66,761 Payment within 180 days from the end ofdelivery month 0.16%
----- End of picture text -----

Note 1: Transaction information between Parent company and its subsidiaries should be disclosed by codes below:

  • (1) Parent company is coded "0".

  • (2) The subsidiaries are coded from "1" in the order presented in the table above.

Note 2: Relationship are divided into the following three types and the types are required to be indicated:

  • (1) From the parent company to a subsidiary.

  • (2) From a subsidiary to the parent company.

  • (3) Between subsidiaries.

  • Note 3: Regarding the percentage of transaction amount to consolidated operating revenues or total assets, it is computed based on the ending balance to consolidated total assets for balance sheet items; and based on interim accumulated amount to consolidated net revenue for income statement items.

354