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KYE Annual Report 2021

Jul 19, 2021

52033_rns_2021-07-19_d5534b98-4085-460c-a597-a2b48dc88701.pdf

Annual Report

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Stock Code: 2365

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KYE Systems Corp. 2020 Annual Report

Website designated by the Financial Supervisory Commission for information reporting: http://mops.twse.com.tw Website for the Company’s annual report: http://tw.geniusnet.com

May 1, 2021

  • I. The Company’s spokesperson and deputy spokesperson Name of spokesperson: Shih-Kun Tso Title of spokesperson: Chief Executive Officer Name of deputy spokesperson: An-Min Kao Title of deputy spokesperson: Vice President Telephone: (02)2995-6645 Email: [email protected]

II. Addresses and telephones of the Company and its factory Head Office: 1-8F, No. 492, Sec. 5, Chongxin Rd., Sanchong Dist., New Taipei City (02)2995-6645 Chongxin Factory: 4, 5, 6 and 8F, No. 492, Sec. 5, Chongxin Rd., Sanchong Dist., New Taipei City (02)2995-6645

  • III. Stock transfer agency

Name: Stock Agency Division, Mega Securities Co., Ltd. Address: 1F, No. 95, Sec. 2, Zhongxiao E. Rd., Taipei City Website: www.emega.com.tw Telephone: (02)3393-0898

IV. CPA(s) certifying the financial statements of the most recent year Name of CPA(s): Mei-Hui Wu, Yao-Lin Huang Name of accounting firm: Deloitte Taiwan Address: 20F, No. 100, Songren Rd., Xinyi Dist., Taipei City Website: www.deloitte.com.tw Telephone: (02)2725-9988

  • V. Name(s) of the exchange(s) where overseas securities are listed and traded, and the method(s) of information inquiry: None.

  • VI. The Company’s website: http://tw.geniusnet.com

Table of Contents

Table of Contents Table of Contents
Chapter 1.
Letter to Shareholders ................................................................................................... 1
I. 2020 operating result .............................................................................................................. 1
II. Summary of the 2021 business plan ...................................................................................... 3
III. The strategy of the Company’s future development and the impact of external competitions,
legal regulations and overall business environment .............................................................. 3
Chapter 2. Company Profile .......................................................................................................... 5
I. Date of establishment ............................................................................................................. 5
II. Company history .................................................................................................................... 5
Chapter 3. Corporate Governance Report .................................................................................. 11
I. Organizational system ...........................................................................................................11
(I) The Company’s organizational structure .................................................................11
(II) Operations of the main divisions ............................................................................ 12
II. Information on the directors, supervisors, President, vice presidents, assistant vice
presidents, and division and branch managers .................................................................... 14
III. Remuneration for directors, supervisors, President and vice presidents in the most recent
year ...................................................................................................................................... 19
IV. Implementation of corporate governance ............................................................................ 22
(I) Operations of the Board of Directors ...................................................................... 22
(II) Operations of the Audit Committee ........................................................................ 24
(III) Participation of supervisors in the operations of the Board of Directors ................ 26
(IV) Implementation of corporate governance, differences with the Corporate
Governance Best Practice Principles for TWSE/TPEx Listed Companies, and
reasons thereof ........................................................................................................ 27
(V) Composition and operation of the Remuneration Committee, if established ......... 33
(VI) Fulfillment of corporate social responsibility, differences with the Corporate Social
Responsibility Best Practice Principles for TWSE/GTSM Listed Companies, and
reasons thereof ........................................................................................................ 36
(VII)
Implementation of ethical corporate management, differences with the Ethical
Corporate Management Best Practice Principles for TWSE/GTSM Listed
Companies, and reasons thereof ............................................................................. 43
(VIII) Methods of inquiry about the corporate governance principles and related
regulations established by the Company ................................................................ 45
(IX) Other important information sufficient for increasing understanding of the
implementation of corporate governance ............................................................... 45
(X) Implementation of the internal control system ....................................................... 46
(XI) The details, main deficiencies and improvements in relation to legal penalties
imposed against the Company or its internal personnel or penalties imposed by the
Company against its internal personnel for violation of the internal control system
in the most recent year and up until the date of publication of the annual report,
where the results of such penalties were likely to have significant impact on
shareholder equities or securities prices ................................................................. 47
(XII)
Important resolutions by the shareholders’ meeting and the Board of Directors in
the most recent year and up until the date of publication of the annual report ....... 47
(XIII) The main contents of dissenting opinions recorded or included in written statements,
which were expressed by directors or supervisors against important resolutions
adopted by the Board of Directors in the most recent year and up until the date of
publication of the annual report .............................................................................. 48
(XIV) Resignations and discharges of the Chairman, President and accounting, financial,
internal audit, corporate governance and R&D managers in the most recent year
and up until the date of publication of the annual report ........................................ 48
V. Information on CPAs’ professional fees ............................................................................... 48
VI. Information on change of CPAs ........................................................................................... 48
VII. The Company’s Chairman, President or any financial or accounting manager who has been
employed by the firm of the certifying CPA(s) or any of its affiliates in the most recent year
............................................................................................................................................. 48
VIII. Changes in the transfer and pledge of equities by directors, supervisors, managers and
shareholders holding more than 10% of the total shares in the most recent year and up until
the date of publication of the annual report ......................................................................... 48
IX. Information on the top-10 shareholders who are related to each other, in a spousal
relationship or relatives within the second degree of kinship ............................................. 49
X. Shares held by the Company and its directors, supervisors and managers and by businesses
directly or indirectly controlled by the Company in a single investee business, and the total
shareholding ratio calculated on a consolidated basis ......................................................... 50
Chapter 4.
Financing .................................................................................................................... 51
I. Capital and shares ................................................................................................................ 51
(I)
Sources of share capital .......................................................................................... 51
(II)
Composition of shareholders .................................................................................. 52
(III)
Distribution of equity .............................................................................................. 52
(IV)
List of major shareholders ...................................................................................... 52
(V)
Market prices per share, net values, earnings and dividends in the most recent two
years and the information related thereto ............................................................... 53
(VI)
Impact of the Company’s dividend policy and its implementation and the
significant changes expected in the dividend policy .............................................. 54
(VII)
Impact of the bonus shares proposed at the shareholders’ meeting on the
Company’s operating performance and EPS .......................................................... 55
(VIII) Remuneration to employees and directors .............................................................. 56
(IX)
Repurchase of the Company’s shares...................................................................... 57
II. Issuance of corporate bonds ................................................................................................. 57
III. Issuance of preferred shares and global depository receipts ................................................ 57
IV. Issuance of employee stock warrants ................................................................................... 57
V. Issuance of restricted stock awards for employees .............................................................. 57
VI. Issuance of new shares in connection with mergers or acquisitions or with the acquisition of
the shares of another company ............................................................................................ 57
VII. Implementation of the capital utilization plan ..................................................................... 57
Chapter 5.
Overview of Business Operations ............................................................................. 58
I. Business activities ................................................................................................................ 58
(I)
Scope of business .................................................................................................... 58
(II)
Overview of the Industry ........................................................................................ 59
(III)
Overview of technology and R&D ......................................................................... 63
(IV)
Long-term and short-term business development plans ......................................... 63
II. Overview of the market and sales ........................................................................................ 65
(I)
Market analysis ....................................................................................................... 65
(II)
Important purposes and production processes of main products ............................ 70
(III)
Supply status of main materials .............................................................................. 71
(IV)
Names of the customers representing more than 10% of the total purchase (sales) in
any of the most recent two years, the amounts and percentages of their purchases
(sales) and the reasons for change in increase/decrease ......................................... 73
(V)
Production value in the most recent two years ....................................................... 74
(VI)
Sales value in the most recent two years................................................................. 74
III. The number, average years of service, average age and distribution of educational level of
employees in service for the most recent two years and up until the date of printing of the
annual report ........................................................................................................................ 74
IV. Information on environmental protection expenditure ........................................................ 75
V. Labor-management relations ................................................................................................ 76
VI. Important contracts .............................................................................................................. 77
VII. Relevant certificates received from the competent authority by the personnel related to the
transparency of financial information ................................................................................. 78
VIII. Code of conduct or ethics for employees ............................................................................. 78
IX. Procedures for handling material insider information ......................................................... 80
X. Measures for protection of the working environment and employees’ safety ..................... 80
Chapter 6.
Financial Overview .................................................................................................... 82
I. Condensed balance sheet and statement of comprehensive income for the most recent five
years .................................................................................................................................... 82
II. Financial analysis for the most recent five years ................................................................. 86
III. Audit Committee’s review report on the financial statements of the most recent year ....... 89
IV. The financial statements of the most recent year ................................................................. 90
V. Individual financial statements of the Company audited by CPA(s) in the most recent year
........................................................................................................................................... 156
VI. The impact of financial distress experienced by the Company and its affiliates, if any, to the
Company’s financial status in the most recent year and up until the date of publication of
the annual report ................................................................................................................ 219
Chapter 7.
Review and Analysis of Financial Status and Financial Performance and Risk
Matters ...................................................................................................................... 220
I. Review and analysis of financial status ............................................................................. 220
II. Review and analysis of financial performance .................................................................. 221
III. Review and analysis of cash flow ...................................................................................... 222
IV. Effect of material capital expenditure in the most recent year on the financial status ....... 223
V. The main reasons for the gains or losses of investments in the most recent year, the
improvement plan and the investment plans for the next year .......................................... 223
VI. Analysis and assessment of the risk in the most recent year and up until the date of
publication of the annual report ......................................................................................... 223
VII. Structure and function of risk management organizations ................................................. 228
VIII. Goals and methods of applicable hedge accounting .......................................................... 228
IX. Other important matters ..................................................................................................... 228
Chapter 8.
Special Information ................................................................................................. 229
I. Information on affiliates ..................................................................................................... 229
II. Private placement of securities in the most recent year and up until the date of publication
of the annual report ............................................................................................................ 234
III. Holding or disposal of the Company’s shares by its subsidiaries in the most recent year and
up until the date of publication of the annual report.......................................................... 234
IV. Resolutions of the 2020 annual shareholders’ meeting and their implementation ............. 234
V. Information on the affiliates’ endorsement/guarantee, loaning of funds to others, and
engagement in trading of derivatives ................................................................................ 234
VI. Other supplementary information required ........................................................................ 234
Chapter 9.
Matters that have a significant impact on shareholders’ equity or securities prices
as set forth in Subparagraph 2, Paragraph 3, Article 36 of the Securities and
Exchange Act in the most recent year and up until the date of publication of the
annual report. ........................................................................................................... 235

Chapter 1.Letter to Shareholders

Dear shareholders,

For people around the world, 2020 was a year of pain and hardship. It was a ye ar that KYE has never experienced since the company was founded, and in which the overall external environment was totally uncertain. The two-year old US–China confli ct escalated from a trade war to mutual sanctions and confrontations in national securi ty and technology. The COVID-19 pandemic which broke out at the beginning of the year has spread worldwide, causing more than 100 million cases of infection and ove r 3 million deaths. Many countries locked down major cities, closed their borders, and ceased all social activities. Such attempts to keep the pandemic under control through a stay-at-home lifestyle led to a halt in global economic activities for nearly six mon ths and resulted in big recessions in most countries. Since the second half of the year, lockdowns have been gradually lifted, and governments have introduced unprecedente d monetary easing measures and bailout plans to save the economy. Following the Ch inese New Year holidays, KYE was faced with a difficult situation where factories we re closed at the production end, logistics were stalled, and customer demands and capi tal payments came to a halt. Nevertheless, KYE gradually overcame such challenges b y ensuring sufficient materials for supply chains, resuming factory production and logi stics and getting customer demands to return. Operations and shipments were finally b ack to normal. Beginning from the second half of the year, KYE has benefited from t he demands generated by people living a new lifestyle and economic way under the p andemic with high-speed Internet connection (5G & Wi-Fi 6). Traditional computer bu siness has thrived again thanks to remote teaching and working, online learning, stay-a t-home economy and gaming, which have also spurred the sales of computer periphera ls including mice, keyboards, webcams, speakers and headsets. Since July, KYE’s reve nue has turned around from its weak state during recent years to annual growth drive n by orders generated by a surge in customer demands and has continued to increase on a monthly basis. This has not only proved that opportunities always rise amid diffi culties but also given us a rare chance for pressure test, showing customers, users and all stakeholders that KYE is a brand company capable of ensuring stable supply of materials and products and creating revenues and cash flows under such an adverse en vironment like that of last year. The 2020 net profit after tax attributable to the paren t company was over NTD146 million, with a net profit per share of NTD0.64. The o perating performance of 2020 is summarized as follows:

  • I. 2020 operating result

  • (I) Results of implementation of the business plan

The Company’s 2020 consolidated net operating revenue was more than NTD1.653 billion, an increase by 3% from NTD1.605 billion in 2019. The 2020 net profit after tax attributable to the parent company was over NTD146 million, a slight decrease from 2019. However, the operating profit from the primary business saw significant growth more than twice that of 2019, with a net profit after tax per share of NTD0.64.

Unit: NTD Thousand

Item 2020 2019 Growth rate
Operating revenue 1,653,269 1,605,479 3%
Gross operating profit 515,571 455,092 13%
Operating expense 353,776 401,811 (12%)

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Operating profit 161,795 53,281 204%
Net profit before tax 184,672 175,192 5%
Net profit after tax 146,905 154,664 (5%)
Net profit attributable to owner of
theparent company
146,236 151,480 (3%)

(II) Status of budget implementation

In accordance with the ―Regulations Governing the Publication of Financial Forecasts of Public Companies,‖ this item is not applicable due to non-publication of any financial forecast by the Company in 2020.

  • (III) Revenue, expense and profitability analysis

  • Revenue and expense analysis

Revenue and expense analysis
Unit: NTD Thousand
Item 2020 2019 Amount of
change
Net cash inflow from operatingactivities 158,859 241,665 (82,806)
Net cash inflow (outflow) from investing
activities
(164,791) 1,026,201 (1,190,992)
Net cash outflow from financing
activities
(72,834) (1,055,039) 982,205

The Company’s interest income in 2020 was NTD8,954,000, mostly the interest income from operating activities. The interest expenses were NTD4,156,000, and the net exchange loss was NTD32,161,000. Furthermore, the net cash inflow from operating activities in 2020 was NTD158,859,000, while the consolidated net cash outflow from investing and financing activities was NTD237,625,000. The cash and cash equivalents (including the impact of change in exchange rate) in this year decreased by NTD81,000,000, and the balance of consolidated cash and cash equivalents at the end of the year was NTD1,403,681,000.

2. Profitability analysis

NTD1,403,681,000.
Profitabilityanalysis
Item Year 2020 2019
Financial structure analysis Ratio of liabilities to assets 18.81% 14.71%
Ratio of long-term capital to
property, plant and equipment

480.11%
673.21%
Solvency analysis Current ratio 524.47% 577.06%
Quick ratio 442.95% 506.20%
Operating ability analysis Collection days for receivables 25 34
Average sales days 78 64
Profitability analysis Return on assets 3.97% 3.81%
Return on equity 4.72% 4.76%
Net profit margin 8.90% 9.47%
EPS (NTD) 0.64 0.65

(IV) Performance in research and development

KYE will stay committed to the ideas and appeals of convenience, easy-to-use and high quality and provide a series of cost-effective products that are user-friendly, intuitively applicable and eco-friendly and which are integrated with environmentally friendly processes for the purpose of creating better digital life experience for users. For example, KYE has developed rechargeable, eco-friendly

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and energy-efficient mice with extended battery life and safe design, which do not require battery replacement and can reduce damage to the natural environment. KYE has also developed smart computer peripherals which have integrated software or applications to provide better user experience for consumers and increase user productivity. In addition, KYE’s capacitive stylus pens which can be used in an iOS or Android operating system to meet market demands have received the honor of the Taiwan Excellence Awards, and the products are able to provide consumers with a whole-new experience in drawing and writing.

  • II. Summary of the 2021 business plan

  • (I) Operational policies

  • Continue to increase the sales momentum of private brand products and the primary market.

  • Optimize product lines to release price-worthy, innovative products.

  • Keep increasing the contribution of employees’ per capita output and controlling the operating expenses.

  • (II) 2021 business objectives

  • The Company expects to increase the market share of each private brand

  • product in 2021.

  • (III) Key marketing policies

  • Production and quality policies

    • (1) Strengthen factory production and quality management to enhance production efficiency.

    • (2) Implement lean production to reduce the labor and manufacturing expenses of factories.

    • (3) Strictly control the periods of accounts receivable collection and inventory realization.

  • Marketing policies

    • (1) Focus on the brand.

    • (2) Integrate smart mobile products.

    • (3) Increase the operating revenues and benefits of smart keyboards & mice, Bluetooth speakers & headsets, smart video and image, and gaming products.

    • (4) Improve the operating revenues and benefits in Europe, ASEAN, Latin America, the Middle East, and Africa.

    • (5) Invest in more flexible and powerful marketing strategies and resources.

    • (6) Adopt both online and offline channels.

III. The strategy of the Company’s future development and the impact of external competitions, legal regulations and overall business environment

  • (I) Future development strategy

We exclusively utilize smart mice and keyboards combined with software or APPs as an advantage to surpass our competitors in respect of cost effectiveness and continue to increase our market share in such market. Due to the wide spread of mobile information and various developments regarding network applications, touch interfaces have become the mainstream in the market. The COVID-19 pandemic has changed the ways in which we work, learn and conduct social life, and high-speed Internet connection specifications such as 5G/Wi-Fi 6 have brought opportunities in remote and cloud business. Thus, we have mainly focused on smartphones, smart TVs, tablets, videos and images, gaming products, audio products and touch devices for future operational growth.

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  • (II) The impact among the environments of external competition, legal ambiance, and overall business operations.

The Company has operated with the brand for years and established a well-known global brand image. Following computer mice, multiple computer peripherals and consumer electronic products, including computer keyboards, audio speakers, headsets, and digital cameras have become the backbone of the Company. In addition, despite intensive competition in the computer peripheral industry, we continue to develop new video-image and professional gaming products with the aid of our brand and diversified product strategies adopted to spread out risk and minimize related impacts.

For the legal ambiance environment, the Company has gained recognition from major international brands for our compliance with the RoHS and WEEE requirements. Moreover, we have passed several third-party verification processes for IECQ QC 080000 Hazardous Substance Process Management and ISO14064 Greenhouse Gas Control System in the past few years. In addition, better social, economic, and environmental results have also been achieved with membership in and the high standards of the EICC (Electronic Industry Citizenship Coalition).

The keyword of last year (2020) was COVID-19, which made all other things look trivial. Initially, business owners were uneasy when faced with uncertainties, but they did not expect the demands of new economy under the pandemic to revive the sunsetting computer industry which saw the best growth in a decade (YOY+13%). This year (2021), as the world enters the post-pandemic era, the common perception is that the pandemic will ease during the second half of the year after vaccines have been developed and administered worldwide. Furthermore, with the resumption of economic activities, major economies led by the U.S. have introduced large-scale monetary easing and financial stimulus measures. Therefore, a strong recovery of the global economy is expected. According to the latest World Economic Outlook issued by the IMF, the projected global economic growth has been revised upward to 6.0%, the highest since the 1970s. The U.S. and China have remained the two leaders of the global economy. This year, the U.S. is expected to see its growth increase to 6.4%, while China’s growth is likely to reach 8.4%. For developed economies and emerging markets, their growth rates are expected to be 5.1% and 6.7% respectively. Amid such optimism, however, there are also worries. The post-pandemic era is something human history has never witnessed, and the challenges and uncertainties are no less than those of 2020. For example, many countries have adopted zero interest rate policies and printed a huge amount of money, causing flows of hot money, financial market fluctuations and rising costs due to insufficient chip production since Q4 of 2020. Such circumstances have in turn led to a sharp increase in the prices and transportation costs of parts, components, materials, metals, plastics, pulp and other raw materials, as well as shortages of materials, workers, containers, cargo spaces and ships. That is, what’s lacking is not money but goods, and business performance may be affected as a result. Reflected from the producer price index (PPI), the rise of the consumer price index (CPI) of end electronic products and daily supplies has created the risk of heavy inflation. These uncertain factors in the overall environment will be a test for the Company’s ability to respond. As a global leading brand of computer peripherals, KYE hopes to keep following the trends and opportunities of 2020 that saw computer sales thrive and continue the development of innovative products. KYE will also put efforts in brand management and strive to improve its overall performance through the competitiveness of the brand products.

All the best,

Chairman Shih-Kun Tso

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Chapter 2.Company Profile

  • I. Date of establishment: November 3, 1983.

  • II. Company history

  • (I) Mergers, acquisitions, reinvestments in affiliated companies, and restructuring: None.

  • (II) A major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10 percent stake in the Company has been transferred or has otherwise changed hands: None.

  • (III) Changes in management: None.

  • (IV) Significant changes in conduct of the operation or the business: None.

  • (V) Other major events that have an impact on shareholders’ equity and the impact thereof on the Company:

Date Important Events
November 1983 Mr. Song-Young Chen and Mr. Shin-Yang Tso jointly planned and
established the KYE Systems Ltd.
October 1985 Officiallylaunched computer mice with the―GENIUS‖brand.
November 1988 Name changed to KYE Systems Corp.
August 1994 Acquired the Magic Roller U.S. patent for mouse wheels. (Patent No:
5,530,455)
March 1995 Passed the latest DNVISO-9001 international certification.
November 1996 Passed the DNV ISO-14001 Environmental Management System
certification.
November 1997 Officiallylisted our stock onNovember3,1997.
December 2001 Established the TL9000 Electronic Quality Management System for
Telecommunications/Communications
and
passed
third
party
certification.
July 2004 Established the OHSAS 18000 Occupational Safety and Health
ManagementSystem andpassed thirdpartycertification.
October 2005 Chemical laboratory in the Kunying DongGuan Factory passed ISO
17025certification.
January2006 First introduced the self-developed RoHScomputer control system.
August 2006 Navigator 535 won the Taiwan Excellence Sliver Award.
October 2006 Look320S (web camera) won theJapaneseGood Design Award.
October 2006 Established the QC 80000 Hazardous Substance Management System
andpassed thirdpartycertification.
March 2007 Look 313 Media (web camera) won the German Red Dot Design
Award.
June 2007 Launched the first mouse with an optical scroll wheel module in the
world.
November 2007 Met the requirements for revising the ISO 9001:2008 Quality
ManagementSystem andpassed thirdpartycertification.
January 2008 BT-03i (touch Bluetooth headset) won the U.S. CES Innovations
Award.
March 2008 Traveler 525 Laser won the German Red Dot Design Award: Product
Design.
April 2009 SlimStar 820V (solar powered keyboard) won the National Product
ImageSilver Award.
June 2009 Traveler 915BT Laser and Navigator 365 Laser won the 2009 iF
Communication Design Award.
December 2009 Micro Traveler900LS,MousePen M508W,SlimStar i820,and 14

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Date Important Events
otherproductswon the 2009 National Product Image Award.
April 2010 Established the ISO14064-1 GHG Emission Inventory Management
System andpassed thirdpartycertification.
October 2010 Genius was ranked in the top 20 among international brands in Taiwan
for the sixth time.
October 2010 Passed the EICC membershipcertification.
December 2010 Ourwireless RingMousewon theGerman iF Design Award.
December 2010 Completed the carbon footprint investigation for the Micro Traveler
900s Wireless Mouse in accordance with the PAS2050/ISO 14067 CD
andpassed thirdpartycertification.
March 2011 Thewireless RingMousewon theGerman Red Dot Design Award.
July2011 KYE Genius won the Taiwan Top100 Brand award.
December 2011 The DEATH TAKER mouse, Imperator Pro backlight keyboard and
CAVIMANUS headset in the professional GX-Gaming series won
Product of the Year for PCHOME/PCADV/TechBang.
February2012 Won the New Taipei CityOutstandingEnterprise Awards.
May 2012 The SP-i250G mini portable speaker and Ring Presenter wireless ring
presenter mouse in the professional GX-Gaming series won the
Computex Design&Innovation Awards.
August 2012 The Ring Presenter wireless ring presenter mouse, SP-900BT
Bluetooth speaker, GHP-300B headset packaging, DeathTaker
professional gaming mouse, Maurus mouse packaging, and SP-i250G
packaging won the Golden Pin Design Award of the Taiwan Design
Center.
September 2012 The G-Shot HD575T HD digital touch camera won the U.S
TechwareLabsSilver Award.
October 2012 The Traveler 9010LS 2-battery wireless laser mouse supporting super
resolution screenswon theU.S Overclockers TechGolden Award.
January 2013 The Gila mouse in the professional GX-Gaming series won the U.S.
CESInnovations Award.
January2013 RingMouse 2 won the Excellent Design Award of the Computer DIY.
April 2013 The wireless NX-ECO mini mouse won the ―Design Award‖ and
―BestBuyAward‖ from Poland’s Recenzator.
May 2013 The Gila mouse and Manticore keyboard in the professional
GX-Gamingseries won the Computex Design & Innovation Awards.
February2014 RingPointerwon theGerman iF Design Award.
April 2014 The energy mouse, wireless mouse with 2 receivers, and
DVR-FHD650 vehicle recorder won the 22nd Taiwan Excellence
Award in 2014.
May 2014 The SlimStar i280 keyboard won a special award from Russia’s PC
Magazine.
August 2014 The SW-G2.1 2000 gaming speaker won the Balkans market TOP 5
award of the 24sata NEWS.
August 2014 The HS-G500V and HS-G550 gaming headsets, and Manticore
gaming keyboard in the GX Gaming series were recommended by
BRAVO,a Romanian magazine.
October 2014 The GX Gaming Deathtaker gaming mouse won the silver award from
Germany’s Gamezoom.
December 2014 The HS-920BT Bluetooth headset and DX-7000X mouse were
recommended byTabu,a Romanian media company.
October 2015 The Scorpion K9 gaming keyboard won the recommendation award
from Poctacpro kazdeho,aCzech media company.

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Date Important Events
November 2015 The Scorpion M6-600 gaming mouse won the recommendation award
from PCLab.pl,a Polishwebsite.
December 2015 The SP-925BT Bluetooth speaker was recommended on the Polish
YouTubewebsite.
February 2017 The GP-B200 touch pen and ECO-7015 rechargeable mouse won the
25th Taiwan Excellence Award in 2017.
June 2017 Launchedthe Scorpion K10 gaming keyboard with the special
mechanical keycap design allowing players to enjoy rapid response
speed and real-timegamingexperience.
November 2017 Geniuslaunchedthe SlimStar 8008 smart keyboard & mouse set with a
metal hairline design and chocolate keys. Its simple appearance and
streamlined functionality allow users to click or tap only once to visit
any favorite websites at will without complicated steps. A smart life
with efficiency can be realized in this easy way and is within our
reach.
June 2018 Launched the ECO-8100 and ECO-8015 wireless rechargeable mice
allowing users to use them up to 180 days with one charge and without
replacing any battery. A built-in lithium-ion battery is designed with
additional protective chips to prevent the battery from burning due to
overheat, leaking, short circuiting, or overcharging. Users are allowed
to use the products without any worries and may adjust the user
settingswith theSmartGenius App.
July 2018 Launched a series of Genius Smart Keyboards: Smart KB-100, Smart
KB-101 and Smart KB-102. Every profile setting of the Genius Smart
Keyboard enables consumers to work in a most convenient and
efficient way. With its help, consumers are able to easily complete
work and enjoythis technologywithout anytrouble.
August 2018 Launched the ECam 8000 and QCam 6000, the latest 1080p full HD
web cameras which can record true-to-life videos and have digital
microphones. In order to capture videos and images at any time, the
web camera is also designed with a standard USB PnP function
without the need to install any drivers. For the purpose of capturing the
best image from any angle and wider applications, the web camera is
equipped with a removable 360-degree swivel clip and a 90-degree
upward/downward angled design. The clip, which fits laptops, LCDs,
orCRT monitors,maybe attached to a standard tripod.
June 2019 Launched the Smart KM-8100 & Smart KM-8200 smart wireless
keyboard and mouse sets. With innovative technology, the wireless
keyboard can support three kinds of devices (tablets, laptops, and PCs)
with only one wireless receiver for connection. It allows consumers to
switch to use the keyboard with three devices without buying
additional keyboards while saving time, money, and space. A shortcut
for quickly visiting the SmartGenius may be set up with its ―Genius
Smart Key‖ functionalityfor Smart KM-8100 & Smart KM-8200.
June 2019 Launched the HS-G600V vibration light gaming headphone.
Incredible game scenes become more realistic and immersive with
vibration feedback. The large ear cover design creates a more
comfortable experience. A microphone is attached to the headphone to
allow users to easily move it to the correct position for reception. It’s
also convenient to adjustvolume on thewire.
July 2019 The Smart KM-200 smart wired keyboard and mouse set was
launched. A shortcut forquicklyvisitingthe SmartGenius maybe set

-7-

Date Important Events
up with its ―Genius Smart Key‖ functionality. A classic stylish design
with a spill-resistant feature adds fashion to the keyboard. The
symmetrical wired mouse is designed with a round ergonomic contour
to comfortablyfit the hand.
July 2019 Launched the USB SoundBar 100 stereo speaker for family
entertainment with a simple stylish design and a rectangle shape for
easy placement. The USB SoundBar 100 can deliver a deep clear bass
response with its stereo system to bring you an immersive experience
with theater-level sound effects at home. The USB powered design
enables connection to computers or use with travel chargers, allowing
you to enjoy music easily. SP-Q180 supports multiple media and may
be connected to any device equipped with a 3.5mm jack, including
cellphones/tablets/laptops/PCs/MP3s, etc. Use a separate in-line
controller to adjust the volume easily at will with no need to do it with
the computer.
July 2019 Launched the mini mouse wrist rest pad: The QPad 100 is made of
high-performance material and ultra-soft silicone which relax and
reduce the pressure on the wrist on a smooth surface in order to
mitigate the burden caused by long-time use.
The non-slip PU base keeps the QPad 100 pad glued to the table when
usingit toprevent thepad from slipping.
July 2019 Launched the G-WP 200M memory foam keyboard pad utilizing
high-tech memory foam providing excellent breathability and comfort.
The feature makes the pad not only fit and support the wrist softly but
also reduces and absorbs the pressure on the wrist when typing to
minimize wrist fatigue. Bumpy surface increases breathability and
comfort. Non-slip bottom allows the pad to stick to the table without
slipping.
January 2019 Launched the Scorpion Spear gaming mouse with a streamlined design
which perfectly fits the hand shape, makes the hand feel more
comfortable during games, and improves non-slip performance and
control accuracy. Trendy breathing lights add atmosphere during
games to bring various gaming experience. Scorpion Spear is designed
with six buttons, and users may set up the buttons based on different
games. It is also equipped with an integrated micro switch with a 5
million
click
life
and
side
buttons
(shortcuts
for
going
forward/backward) for easy and efficient control in professional
games. Professional gaming optical engine up to 2000DPI. Its
800/1600/2000DPI switch options enable quick and precise
positioning,even when the mouse moves fast.
August 2019 Launched the Scorpion Spear Pro gaming mouse featuring an arc
shaped design that ergonomically fits the hand shape, makes the hand
feel more comfortable during games, and improves non-slip
performance and control accuracy. Trendy breathing lights add
atmosphere during games to bring various gaming experience.
Scorpion Spear is designed with eight buttons, and users may set up
the buttons based on different games. It is also equipped with an
integrated micro switch with a 5 million click life and side buttons
(shortcuts for going forward/backward) for easy and efficient control
in professional games. Professional gaming optical engine up to
3200DPI. Its 400-32000DPI options, enables quick and precise
positioning,even when the mouse moves fast. USB braided cable

-8-

Date Important Events
promises faster and more stable data transmission and has a longer
cycle life due to itswearable and high tensile features.
September 2019 Launched a USB mini powered mobile speaker: Even with its
lightweight and space-saving size, the SP-Q160 speaker can deliver a
powerful sound, and is equipped with a control knob to adjust the
volume at will. The USB powered design enables connection to
computers or use with travel chargers, allowing you to enjoy music
easily. The SP-Q160 also supports multiple media and may be
connected to any device equipped with a 3.5mm jack, including
cellphones/tablets/laptops/PCs/MP3s,etc.
September 2019 Launched a USB mini powered mobile speaker: which is designed
with a fashionable and striking shape, space-saving size, and curveline
design. Moreover, the SP-Q180 speaker can deliver a clear and
powerful stereo sound effect. The USB powered design enables
connection to computers or use with travel chargers, allowing you to
enjoy music easily. SP-Q180 supports multiple media and may be
connected to any device equipped with a 3.5mm jack, including
cellphones/tablets/laptops/PCs/MP3s, etc. Use a separate in-line
controller to adjust the volume easily at will with no need to do it with
the computer.
October 2019 Launched a new USB wooden speaker: The SP-HF180 features a
wood grain housing with dust cap, making it both versatile and stylish.
The USB powered design enables connection to computers or use with
travel chargers. SP-HF180 supports multiple media and may be
connected to any device equipped with a 3.5mm jack, including
cellphones/tablets/laptops/PCs/MP3s, etc. Use a separate in-line
controller to adjust the volume easily at will with no need to do it with
the computer.
October 2019 Launched the KB-116 full-size classic wired keyboard with a
lightweight and space-saving design to save your working space as
much as possible. Half-height keycap design provides a comfortable
touch, smooth and accurate typing experience, and good rebound.
KB-116 is spill-resistant with a water drainage design, so that liquid
spilled on the keyboard can be drained out without causing damage to
your keyboard. White laser-engraved letters on the keys are wearable
and durable and not easily worn out. Users may adjust the legs on the
bottom which are ergonomic and ideal for long-time typing. The
full-sized keyboard uses the standard layout and integrated number
pad to allow you to work more efficiently. A USB interface is adopted
to supportplugandplay.
October 2019 Launched the KB-118 full-size elegant wired standard keyboard with a
half-height keycap design which provides a comfortable touch, smooth
and accurate typing experience, and good rebound. The unique wrist
rest design effectively reduces wrist fatigue. KB-118 is spill-resistant
with a water drainage design, so that liquid spilled on the keyboard can
be drained out without causing damage to your keyboard. White
laser-engraved letters on the keys are wearable and durable and not
easily worn out. Users may adjust the legs on the bottom which are
ergonomic and ideal for long-time typing. The full-sized keyboard
uses the standard layout and integrated number pad to allow you to
work more efficiently. A USB interface is adopted to support plug and
play.

-9-

Date Important Events
November 2019 Launched the SlimStar 230 streamlined wired chocolate keyboard. Its
lightweight design saves your table space while its chocolate key
design provides you with a quiet typing experience. The ergonomic
design integrated with the unique round edge has the best inclined
angle that allows the wrist to relax and be comfortable after a long
time typing. SlimStar 230 provides seven multimedia shortcuts to
easilyswitch in one tapbetween multiple settings.
December 2019 Launched the Scorpion K8 wired gaming keyboard without a frame
but with floating keycaps which provide a mechanical-like touch, force
feedback, and perfect fit to your hand curve when typing, allowing you
to be in the best condition during each game. Players may switch
seven RGB breathing lights at will to enjoy spectacular backlighting
and visual effects. The Scorpion K8 is equipped with a 19-key
conflict-free design with n-key rollover. Fully programmable keys can
be configured using the SmartGenius APP to have the macro recording
function. Its iron base design prevents the keyboard from moving
because of fast movement to deliver a bettergamingexperience.
December 2019 Launched a hard gaming mouse pad with lighting effect: The GX-Pad
600H RGB is designed with the RGB sidelight effect. Players can
switch the lighting effects between ten modes by a single button. The
GX-Pad 600H RGB uses the soft cloth surface to enable the players to
control the mouse faster, more precisely and smoothly. The non-slip
rubber base effectively prevents the pad from slipping when moving
the mouse to deliver a better gaming experience. Micro USB
connectors.
January 2020 Launched a high-end gaming headphone: With the HS-G710V,
incredible game scenes become more realistic and immersive with the
7.1-channel virtual 360-degree surround sound and vibration feedback.
The large ear cover design creates a more comfortable experience,
making the HS-G710V ideal for long-time use. A microphone is
attached to the headphone to allow users to easily move it to the
correct position for reception. It’s also convenient to adjust volume on
the wire.
October 2020 Launched the KB-117 full-size classic wired keyboard with a
lightweight and space-saving design to save your working space as
much as possible. Half-height keycap design provides a comfortable
touch, smooth and accurate typing experience, and good rebound.
KB-116 is spill-resistant with a water drainage design, so that liquid
spilled on the keyboard can be drained out without causing damage to
your keyboard. White laser-engraved letters on the keys are wearable
and durable and not easily worn out. Users may adjust the legs on the
bottom which are ergonomic and ideal for long-time typing. The
full-sized keyboard uses the standard layout and integrated number
pad to allow you to work more efficiently. A USB interface is adopted
to supportplugandplay.

-10-

Chapter 3.Corporate Governance Report

I. Organizational system

  • (I) The Company’s organizational structure

==> picture [606 x 416] intentionally omitted <==

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

Shareholders’
Meeting
Audit Committee
Board of Directors Remuneration
Committee
Audit Office
Chairman
Chairman Office
President
Original Brand &
Research & Manufacturing
Product Marketing Manufacturing OEM Business Unit
Development Division
Business Unit
Software R&D Dept. Product Design Dept. Network Sales Dept. Marketing Dept. Product Planning Dept. Sales Force VI Sales Force V Sales Force IV Sales Force III Sales Force II Sales Force I OEM Sales Dept. Customer Service Dept. US Subsidiary, KYI DongGuan Factory Human Resource Dept.
China Subsidiary, Gaoying Shipping Management Dept. Material Management Dept. Quality Assurance Division
Finance & Accounting Division
Manufacturing Management Dept. Production Research Technical Dept. Management Information Systems Intellectual Property & Legal Dept.
Outsourcing Project Management Dept.
----- End of picture text -----

-11-

(II) Operations of the main divisions

Main Divisions Operations
Audit Office Audit and evaluation for the control implementation and functional operation of
each division at home and abroad.
Chairman Office Research, planning, and implementation of specific projects.
Planning and evaluation for the domestic and overseas investment projects of
the Group.
External communication and public relations.
Coordination and integration of all divisions’ works.
Overall planning, promotion, and follow ups for business matters and
operational procedures.
Intellectual Planning and management of the company’s intellectual property rights, business
Property & Legal operational risk prevention, dispute handling, and related legal information and
Dept. service supports.
Human Resource Corporate organizational planning, company culture promotion, management and
Dept. implementation of HR strategies, general and administration affairs, employee
services, and occupational safety and health management.
Management Planning, establishment, and maintenance of information systems.
Information
Systems
Quality Assurance ISO9001/QC 080000 system promotion and management, CSR promotion and
Division report preparation, planning and implementation of new product design
verification and reliability plans, design and production of the verification
equipment and tooling, instrument calibration, and design verification of
purchased products.
Finance & Financial operations, credit control, accounting treatment for suppliers and clients,
Accounting and statement preparation.
Division Voucher examination, account matter handling, receivables and payables
management, business tax declarations, consolidated financial statements and
note preparation, operational analysis, accounting system conversion, and
accounting management for overseas subsidiaries.
Planning and implementation for supervision of the Company’s funding
operation to improve financial safety and profitability, foreign exchange risks
and financing management, and operational analysis.
Manufacturing Supervision and direction for planning and implementation of the production
Division strategies for the Company’s products
Production Research Technical Dept.: Product design development and
technology transfer planning consistent with the headquarters in Taiwan.
Manufacturing Management Dept.: Production scheduling, material control
planning, organization of the meetings about marketing, material checks, and
material review.
Material Management Dept.: New business opportunity development, cost
management, supply chain management, and order and payment
management.
Outsourcing Project Management Dept.: Selection of outsourcing suppliers,
and management of outsourced product quality, cost, delivery dates, and
order payments.
Shipping Management Dept.: Shipping operations, and shipment planning
and management.
DongGuan Factory: Manufacturing and management of the Company’s
products.
China Subsidiary, Gaoying: Business management and support for
subsidiaries in China.

-12-

Main Divisions Operations
US Subsidiary, KYI Business management and support.
Customer Service Product warranty policy management, product after-sales service, and complaint
Dept. handling.
OEM Sales Supervision and planning of OEM/ODM/EMS projects and management.
Division OEM Sales Dept.: Existing client management, new client development, and new
product promotion.
Original Brand & Sales Force I: Private brands, positioning and promotion, product sales
Manufacturing operation, business development and channel management in the Russian
Business Unit Federation and CIS areas.
Sales Force II: Business development and channel management in Latin
America, business management, and support for overseas subsidiaries,
business development and channel management in the North American
market.
Sales Force III: Private brands, positioning and promotion, product sale
operation, business development and channel management in the EU.
Sales Force IV: Private brands, positioning and promotion, product sale
operation, business development and channel management in the Asia Pacific
region.
Sales Force V: Private brand positioning and promotion, product sales
operation, business development and channel management in the Middle East
and Africa.
Sales Force VI: Private brands, positioning and promotion, product sale
operation, business development, and channel management in Taiwan.
Product Marketing Product Planning Dept.: Market information collection, evaluation, strategy
planning, product line development planning, product plan and new
business/channel development.
Marketing Dept.: Planning and implementation of product feature marketing
activities and promotional materials according to the product planning and
business development, such as public relations events, media reports and
exhibitions.
Network Sales Dept.: New product and business opportunity development,
provision of related market information analysis, data, usage and handling
suggestions, and expansion of online materials, social media, and online
shops.
Product Design Dept.: Transformation of the main organizational goal and
principle into the design, shape, and packaging of products to highlight the
focus of the products. Planning and implementation of positioning for the
overall design and image of the brand and product line.
Research & Software R&D Dept.: Planning, design, and R&D of the outsourced and in-house
Development project software, software validation assistance, application for each software
technology patent, update and optimization of the current website at
geniusnet.com based on the required functions, introduction of the SmartGenius
APP into project software planning and design, and joint development of the
projects.

-13-

II. Information on the directors, supervisors, President, vice presidents, assistant vice presidents, and division and branch managers

(I) Information of directors and supervisors (I)

(May1,2021)Unit: Shares;%
Other Managers, Directors, or
Supervisors who are Spouses
or Relatives within the
Second Degree of Kinship
Remarks
Title
Name
Relations
hip
Director Ching-H
sin Cho
Father
and son
(Note 2)
(May1,2021)Unit: Shares;%
Other Managers, Directors, or
Supervisors who are Spouses
or Relatives within the
Second Degree of Kinship
Remarks
Title
Name
Relations
hip
Director Ching-H
sin Cho
Father
and son
(Note 2)
(May1,2021)Unit: Shares;%
Other Managers, Directors, or
Supervisors who are Spouses
or Relatives within the
Second Degree of Kinship
Remarks
Title
Name
Relations
hip
Director Ching-H
sin Cho
Father
and son
(Note 2)
(May1,2021)Unit: Shares;%
Other Managers, Directors, or
Supervisors who are Spouses
or Relatives within the
Second Degree of Kinship
Remarks
Title
Name
Relations
hip
Director Ching-H
sin Cho
Father
and son
(Note 2)
Title National
ity or
Place of
Registra
tion
Name Gen
der
Date of
Election
(Start of
Office)
Term Date of
First
Election
Shareholding at the
Time of Election

Current
Shareholding
Current Shares
Held by Spouse
and Minor Children

Shares Held in
the Names of
Others
Academic and
Career
Achievements
Concurrent Positions in the
Company and in Other
Companies
Other Managers, Directors, or
Supervisors who are Spouses
or Relatives within the
Second Degree of Kinship


Remarks
Number of
shares
Share
holdi
ng
ratio
Number of
shares
Share
holdi
ng
ratio
Number of
shares
Share
holdin
g ratio

Number
of shares
Share
holdi
ng
ratio
Title Name Relations
hip
Chairman
The
Republi
c of
China
Shih-Ku
n Tso
Mal
e
2019.06.21 3
years
1988.11.1
5
5,877,815 1.95
5,877,815

2.62

2,938,010

1.31

0
0.00 Vocational high
school
CEO and President
of KYE Systems
Corp.
1. CEO and President of
KYE Systems Corp.
2. Director of KYE Systems
(Hong Kong) Corp.
3. Representative of the
Juristic Person Director of
KYE International
Corporation
4. Representative of the
Juristic Person Director of
Genius Holding Co., Ltd.
5. Representative of the
Juristic Person Director of
Globalink Holding Co.,
Ltd.
6. Representative of the
Juristic Person Director of
Moustek Investment Co.,
Ltd.
7. Representative of the
Juristic Person Director of
KYE Inc.
8. Representative of the
Juristic Person Director of
Chung-Chiang Investment
Co., Ltd.
9. Representative of the
Juristic Person Director of
Hung-Cheng Investment
Co., Ltd.
10. Representative of the
Juristic Person Director of
Dong-Guan Kunying
Computer Products Co.,
Ltd.
11. Director of KYE Trade
(HK) Co., Ltd.
12. Representative of the
Juristic Person Director of
DIGILIFE
TECHNOLOGIES CO.,
LTD.
13. Representative of the
Juristic Person Director of
Director Ching-H
sin Cho
Father
and son
(Note 2)

-14-

Title National
ity or
Place of
Registra
tion
Name Gen
der
Date of
Election
(Start of
Office)
Term Date of
First
Election
Shareholding at the
Time of Election
Shareholding at the
Time of Election

Current
Shareholding

Current
Shareholding
Current Shares
Held by Spouse
and Minor Children
Current Shares
Held by Spouse
and Minor Children

Shares Held in
the Names of
Others

Shares Held in
the Names of
Others
Academic and
Career
Achievements
Concurrent Positions in the
Company and in Other
Companies
Other Managers, Directors, or
Supervisors who are Spouses
or Relatives within the
Second Degree of Kinship
Other Managers, Directors, or
Supervisors who are Spouses
or Relatives within the
Second Degree of Kinship
Other Managers, Directors, or
Supervisors who are Spouses
or Relatives within the
Second Degree of Kinship


Remarks
Number of
shares
Share
holdi
ng
ratio
Number of
shares
Share
holdi
ng
ratio
Number of
shares
Share
holdin
g ratio

Number
of shares
Share
holdi
ng
ratio
Title Name Relations
hip
Dongguan Gaoying
Electronic Technology
Co., Ltd.
14. Representative of the
Juristic Person Director of
DIGILIFE PTY LTD.
Director The
Republi
c of
China
Ching-H
sin Cho
Mal
e
2019.06.21 3
years
2019.06.2
1
11,959,488 3.97 11,959,488 5.33
0

0.00

0
0.00 Vice President of
Cho-Ying
Construction Ltd.
None Chairm
an
Shih-Kun
Tso

Father
and son
None
Director The
Republi
c of
China
Yung-Fa
r Wei
Mal
e
2019.06.21 3
years
2007.06.1
3
463,061
0.15

250,061

0.11

0

0.00

0
0.00 Vocational high
school
Chairman of GWO
LIN
ELECTRONICS
CO., LTD.
1. Chairman of GWO LIN
ELECTRONICS CO.,
LTD.
Chairman of SEN SHE
TECHNOLOGY INC.
Supervisor of DIGILIFE
TECHNOLOGIES CO.,
LTD.
Representative of the Juristic
Person Director of
Dong-Guan Kunying
Computer Products Co.,
Ltd.
None None None None
Director The
Republi
c of
China
Han-Lia
ng Hu
Mal
e
2019.06.21 3
years
2019.06.2
1
0 0.00
0
0.00
0

0.00

0
0.00 MBA of
Accounting and
Management
Decision-making,
National Taiwan
University
Passed Senior
Qualification
Examination of
CPAs
Independent
Director of Hermes
Microvision, Inc.
Supervisor of
United Way of
Taiwan
1. Partner Accountant of
Cordiality Justice Service
CPAS & CO.
Director of GODEX
INTERNATIONAL CO.,
LTD.
Director of Scientech
Corporation
Supervisor of Orient Pharma
Co., Ltd.
Chairman of ALGOLTEK,
INC.
Director of CHIEN JUI
Venture Capital, Ltd.
Director of BASECOM
TELECOMMUNICATIO
N CO., LTD.
Independent Director of
Episil-Precision Inc.
Independent Director of
PROMATE
ELECTRONIC CO.,LTD.
None None None None
Independ
ent
Director
The
Republi
c of
China
Hung-Ts
u Hsu
Mal
e
2019.06.21 3
years
2016.06.0
6
0 0.00
0
0.00
0

0.00

0
0.00 Department of
Textile, Nanya
Institute of
Technology
1. President of VAV
INTERNATIONAL
CORPORATION
Representative of the Juristic
None None None None

-15-

Title National
ity or
Place of
Registra
tion
Name Gen
der
Date of
Election
(Start of
Office)
Term Date of
First
Election
Shareholding at the
Time of Election
Shareholding at the
Time of Election

Current
Shareholding

Current
Shareholding
Current Shares
Held by Spouse
and Minor Children
Current Shares
Held by Spouse
and Minor Children

Shares Held in
the Names of
Others

Shares Held in
the Names of
Others
Academic and
Career
Achievements
Concurrent Positions in the
Company and in Other
Companies
Other Managers, Directors, or
Supervisors who are Spouses
or Relatives within the
Second Degree of Kinship
Other Managers, Directors, or
Supervisors who are Spouses
or Relatives within the
Second Degree of Kinship
Other Managers, Directors, or
Supervisors who are Spouses
or Relatives within the
Second Degree of Kinship


Remarks
Number of
shares
Share
holdi
ng
ratio
Number of
shares
Share
holdi
ng
ratio
Number of
shares
Share
holdin
g ratio

Number
of shares
Share
holdi
ng
ratio
Title Name Relations
hip
Senior Vice
President of
Solteam
Incorporation
Director of
Solteam
Incorporation
Person Director of VAV
INTERNATIONAL
CORPORATION
Independ
ent
Director
The
Republi
c of
China
Jennyum
r Kao
Mal
e
2019.06.21 3
years
2019.06.2
1
0 0.00
0
0.00
0

0.00

0
0.00 M.A. Program of
Applied Physics,
Chung Yuan
Christian
University
Researcher of
Optoelectronic
Laboratory of ITRI
Assistant Manager
of the R&D
Division of
TYNTEK
CORPORATION
1. Chairman of ANWELL
SEMICONDUCTOR
CORPORATION
President of CORETEK OPTO
CORPORATION
Chairman of CORETEK OPTO
CORPORATION

None
None None None
Independ
ent
Director
The
Republi
c of
China
Anti
Tsai
Mal
e
2019.06.21 3
years
2016.06.0
6
0 0.00
0
0.00
0

0.00

0
0.00 Dong Rong Junior
High School
President of EVER
GRAND
CONSTRUCTION
LIMITED
President of EVER GRAND
CONSTRUCTION LIMITED
None None None None

Note 1: The shareholdings referred to above are based on the shares registered as of April 25, 2021, the date of transfer suspension.

  • Note 2: (1) In consideration of the overall operating plan and strategy implementation performance of the Group, the same person serves as the Chairman and President of the Company while the other directors are not employees of the Company. The Board of Directors still functions effectively and provides supervision.

  • (2) The Company intends to increase the number of independent directors for the next reelection of the BOD and will retain half of the directors which are not employees or managers of the Company to strengthen the structure of the Board of Directors.

Note 3: Director Ching-Huei Wu resigned due to personal reason, effective as of Jan. 19, 2021.

-16-

May 1, 2021

(I) Information of directors and supervisors (II)

(I) Information of directors and supervisors (II) Information of directors and supervisors (II) Information of directors and supervisors (II) May1,2021
Qualifications
Name

Having more than five years of experience and the following professional
qualifications
Independence (Note) Number of publicly
listed companies in
which concurrently
serves as an
independent director
Lecturer or above in
commerce, law, finance,
accounting or subjects
required by the Company’s
business in public or private
colleges or universities
Judge, public prosecutor, attorney,
accountant, or other professional
or technical specialists who have
passed a national examination and
received a certificate in a
profession necessary for the
Company’s business
Commerce, law,
finance, accounting,
or other work
experience required
by the Company’s
business
1 2 3 4 5 6 7 8 9 10 11 12
Shih-Kun Tso 0
Ching-Hsin
Cho
0
Yung-Far Wei 0
Han-Liang
Hu
2
Hung-Tsu
Hsu
0
Jennyumr
Kao
0
Anti Tsai 0

Note: A ―  ‖ is placed in the box if the Director or Supervisor met the following conditions during active duty and two years prior to the election.

  • (1) Not employed by the Company or any of its affiliates.

  • (2) Not a director or supervisor of the Company or any of its affiliates (the same does not apply, however, in cases where the person is an independent director of the Company, its parent company, any subsidiary, or a subsidiary of the same parent company, as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.)

  • (3) Not a natural-person shareholder who holds shares, together with those held by his/her spouse or minor children or held in the name of another person, in an aggregate amount of at least 1% of the total shares issued by the Company or is one of the top-10 shareholders of the Company.

  • (4) Not a manager listed in (1) or a spouse, relative within the second degree of kinship, or direct blood relative within the third degree of kinship of a person listed in (2) and (3).

  • (5) Not a director, supervisor, or employee that has 5% or higher ownership interest in the company, being the top-5 corporate shareholders or the institutional shareholders who designate representative as the corporate director or supervisor in accordance with Paragraph 1 or 2, Article 27 of the Company Act (the same does not apply, however, in cases where the person is an independent director of the Company, its parent company, any subsidiary, or a subsidiary of the same parent company, as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary).

  • (6) Not a director, supervisor or employee of other Company in which the number of directors or more than half of the voting shares is under the control of the same person (the same does not apply, however, in cases where the person is an independent director of the Company, its parent company, any subsidiary, or a subsidiary of the same parent company, as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary).

  • (7) Not a director, supervisor or employee of another company or institution in which the Chairman, President or personnel with equivalent position are the same person or have spouse relationship (the same does not apply, however, in cases where the person is an independent director of the Company, its parent company, any subsidiary, or a subsidiary of the same parent company, as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary).

  • (8) Not a director, supervisor, manager, or shareholder holding more than 5% of a specified company or institution that has a financial or business relationships with the Company (the same does not apply, to certain companies or institutions holding more than 20% of the total issued shares of the Company, but no more than 50% and to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at the Company and its parent or subsidiary or a subsidiary of the same parent).

  • (9) Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting, or related services to the company or any affiliate of the company for which the provider in the past two years has received cumulative remuneration exceeding NTD 500,000, or a spouse thereof. However, this shall not apply to the members of the Remuneration Committee, Review Committee for Public Acquisitions or Special Committee for Mergers executing their duties in accordance with the Securities and Exchange Act or Business Mergers and Acquisitions Act.

  • (10) Not a spouse or relative within the second degree of kinship of another director.

  • (11) Not meet the conditions specified in any of the sub-paragraphs of Article 30 of the Company Act.

  • (12) No government agency, juristic person or their representatives are elected under Article 27 of the Company Act.

-17-

(II) Information on the President, vice presidents, assistant vice presidents, and division and branch managers

(May 1, 2021) Unit: Shares; %

Title Nati
onali
ty
Name Gender Date of
Election
(Start of
Office)
Shareholding Shareholding Shares Held by
Spouse and/or
Minor Children
Shares Held by
Spouse and/or
Minor Children
Shares Held in the
Names of Others
Shares Held in the
Names of Others
Academic and Career
Achievements
Concurrent Positions in Other Companies Managers Who are Spouses
or Relatives within the
Second Degree of Kinship
Managers Who are Spouses
or Relatives within the
Second Degree of Kinship
Managers Who are Spouses
or Relatives within the
Second Degree of Kinship
Remarks
Number of
shares
Shareh
olding
ratio
Number of
shares
Shareh
olding
ratio
Number of
shares
Shareh
olding
ratio
Title Name Relation
ship
CEO and
President
The
Repub
lic of
China
Shih-Kun
Tso

Male
2006.10.01 5,877,815
2.62

2,938,010

1.31

0

0.00
Vocational high school
President of KYE Systems
Corp.
1. Director of KYE Systems (Hong Kong) Corp.
Representative of the Juristic Person Director of KYE
International Corporation
Representative of the Juristic Person Director of Genius
Holding Co., Ltd.
Representative of the Juristic Person Director of
Globalink Holding Co., Ltd.
Representative of the Juristic Person Director of
Moustek Investment Co., Ltd.
Representative of the Juristic Person Director of KYE
Inc.
Representative of the Juristic Person Director of
Chung-Chiang Investment Co., Ltd.
Representative of the Juristic Person Director of
Hung-Cheng Investment Co., Ltd.
Representative of the Juristic Person Director of
Dong-Guan Kunying Computer Products Co., Ltd.
Director of KYE Trade (HK) Co., Ltd.
Representative of the Juristic Person Director of
DIGILIFE TECHNOLOGIES CO., LTD.
Representative of the Juristic Person Director of
Dongguan Gaoying Electronic Technology Co.,
Ltd.
Representative of the Juristic Person Director of
DIGILIFE PTY LTD.
None None None (Note 2)
Senior Vice
President
The
Repub
lic of
China
Kuo-Ying
Wei

Female
2015.02.01 0
0.00

0

0.00

0

0.00
DePaul University, Master
of Science
LOGITECH FAR EAST
LTD., Factory Director of
China Suzhou Factory
None None None None None
Vice
President、
Accounting
Officer and
Corporate
Govermance
Officer
The
Repub
lic of
China
An-Min
Kao
Male 2008.01.01 108,756
0.05

0

0.00

0

0.00
Master’s of Business
Administration, The City
College of New York
Manager of
PricewaterhouseCoopers
Taiwan
Representative of the Juristic Person Director of
Hung-Cheng Investment Co., Ltd.

None
None None None

Note 1: The shareholdings referred to above are based on the shares registered as of April 25, 2021, the date of transfer suspension.

Note 2: (1) In consideration of the overall operating plan and strategy implementation performance of the Group, the same person serves as the Chairman and President of the Company while the other directors are not employees of the Company. The Board of Directors still functions effectively and provides supervision.

  • (2) The Company intends to increase the number of independent directors for the next reelection of the BOD and will retain half of the directors which are not employees or managers of the Company to strengthen the structure of the Board of Directors.

-18-

III. Remuneration for directors, supervisors, President and vice presidents in the most recent year

  • (I) Remuneration to directors and independent directors

(May 1, 2021) Unit: NTD Thousand; 1,000 shares; %

Title Name Remuneration to Directors Remuneration to Directors Remuneration to Directors Remuneration to Directors Remuneration to Directors Remuneration to Directors Remuneration to Directors Remuneration to Directors Sum of A, B, C,
and D as
Percentage of Net
Income
Sum of A, B, C,
and D as
Percentage of Net
Income
Remuneration to Employees HoldingConcurrent Positions Remuneration to Employees HoldingConcurrent Positions Remuneration to Employees HoldingConcurrent Positions Remuneration to Employees HoldingConcurrent Positions Remuneration to Employees HoldingConcurrent Positions Remuneration to Employees HoldingConcurrent Positions Remuneration to Employees HoldingConcurrent Positions Remuneration to Employees HoldingConcurrent Positions Sum of A, B, C, D, E, F
and G as Percentage of
Net Income
Sum of A, B, C, D, E, F
and G as Percentage of
Net Income
Remuneration
from investees
other than
subsidiaries or
the parent
company
Remuneration
(A)
Retirement
pension (B)
Remuneration
to directors (C)
(Note 1)
Business
execution
expenses (D)
Salaries, bonuses,
special allowances,
etc. (E)
(Note 2)
Retirement
pension (F)
(Note 3)
Remuneration to employees (G)
(Note 4)
The
Com
pany
All the
companie
s
included
in the
financial
statement
s
The
Com
pany
All the
companie
s
included
in the
financial
statement
s
The
Com
pany
All the
companie
s
included
in the
financial
statement
s
The
Com
pany
All the
companie
s included
in the
financial
statement
s
The
Compa
ny
All the
compani
es
included
in the
financial
statemen
ts
The
Company
All the
compani
es
included
in the
financial
statemen
ts
The
Com
pany
All the
compani
es
included
in the
financial
statemen
ts
The Company All the
companies
included in the
financial
statements
The
Compan
y
All the
companies
included in the
financial
statements
Amount
paid in
cash
Amou
nt paid
in
shares
Amount
paid in
cash
Amou
nt paid
in
shares
Chairman Shih-Kun
Tso
-
-

-

-

380

380

60

1,039

0.30

0.97

6,300

12,942

72

72

-

-

-

-

4.66

9.87

None
Director Ching-Hsin
Cho
-
-

-

-

210

210

60

60

0.18

0.18

-

-

-

-

-

-

-

-

0.18

0.18

None
Director Yung-Far
Wei
-
-

-

-

210

210

60

672

0.18

0.60

-

-

-

-

-

-

-

-

0.18

0.60

642
Director Han-Liang
Hu
-
-

-

-

210

210

60

60

0.18

0.18

-

-

-

-

-

-

-

-

0.18

0.18

None
Director Ching-Huei
Wu
(Note 5)

-

-

-

-

37

37

60

60

0.07

0.07

-

-

-

-

-

-

-

-

0.07

0.07

None
Independent
Director
Hung-Tsu
Hsu
-
-

-

-

280

280

240

240

0.36

0.36

-

-

-

-

-

-

-

-

0.36

0.36

None
Independent
Director
Jennyumr
Kao
-
-

-

-

280

280

240

240

0.36

0.36

-

-

-

-

-

-

-

-

0.36

0.36

None
Independent
Director
Anti Tsai -
-

-

-

280

280

240

240

0.36

0.36

-

-

-

-

-

-

-

-

0.36

0.36

None
1. Please describe the policy, system, standard and structure of remuneration payment for independent directors and specify the correlation with the remuneration payment amount based on certain factors such as the function of the
director, risk, and involvement duration: Subject to Article 25 of the Articles of Incorporation, no more than 1% of the earnings in the current year shall be remuneration to directors for such year. Also, reasonable remunerations may be
provided for directors depending on the operating results and their contributions to the Company’s performance. However, since the independent directors are responsible for organizing functional committees and serving as the
members thereof to improve supervisory capabilities, their remunerations are slightly higher than those of non-independent directors. The Company has also purchased liability insurance for directors to mitigate the risk of them being
charged for their due execution of duties by shareholders or other related parties.
2. In addition to what is disclosed in the above table, the remuneration to the Company’s directors for providing services (such as assuming a non-employee advising post) for all the companies included in the financial statement in the
most recentyear: None.
  • Note 1: The data represents the remuneration amount distributed to the director based on his/her level of participation and contribution from the remuneration to directors and supervisors approved for distribution by the Board of Directors in the most recent year.

  • Note 2: The data includes the annual rent and depreciation expenses paid and recognized for corporate vehicles.

  • Note 3: The data represents the contribution to the retirement pension.

  • Note 4: The data represents the remuneration amount distributed pro rata to employees based on the previous actual distribution amount from the remuneration to employees approved for distribution by the Board of Directors in the most recent year.

  • Note 5: The director resigned due to personal reason, effective as of Jan. 19, 2021.

(II) Remuneration to supervisors

The Company carried out reelection at the general shareholders’ meeting in 2019, and established the Audit Committee consisting of three independent directors to replace the supervisors.

-19-

(III) Remuneration to the President and vice presidents

(May1,2021)Unit: NTD Thousand;1,000 shares;% (May1,2021)Unit: NTD Thousand;1,000 shares;% (May1,2021)Unit: NTD Thousand;1,000 shares;% (May1,2021)Unit: NTD Thousand;1,000 shares;% (May1,2021)Unit: NTD Thousand;1,000 shares;% (May1,2021)Unit: NTD Thousand;1,000 shares;% (May1,2021)Unit: NTD Thousand;1,000 shares;% (May1,2021)Unit: NTD Thousand;1,000 shares;% (May1,2021)Unit: NTD Thousand;1,000 shares;% (May1,2021)Unit: NTD Thousand;1,000 shares;% (May1,2021)Unit: NTD Thousand;1,000 shares;% (May1,2021)Unit: NTD Thousand;1,000 shares;% (May1,2021)Unit: NTD Thousand;1,000 shares;%
Title Name Salary (A) Retirement
pension (B) (Note
1)
Bonuses, special
allowances, etc.
(C)
(Note 2)

Amount of remuneration to
employees (D)
(Note 3)
Ratio of sum of A,
B, C and D to net
profit after tax (%)
to net profit after
tax(%)
Rem
uner
ation
from
inves
tees
other
than
subsi
diari
es or
the
pare
nt
com
pany
The
Compa
ny
All the
compan
ies
include
d in the
financia
l
stateme
nts
The
Compan
y
All the
compani
es
included
in the
financial
statemen
ts
The
Compa
ny
All the
compan
ies
include
d in the
financia
l
stateme
nts
The Company All the
companies
included in
the financial
statements
The
Compan
y
All the
companie
s included
in the
financial
statement
s

Amount
paid in
cash

Amount
paid in
shares

Amount
paid in
cash

Amount
paid in
shares
CEO and
President
Shih-Ku
n Tso
9,347 12,762
330

330
8,400 12,429
422

0

422

0

12.65

17.74
None
Senior Vice
President
Kuo-Yin
gWei
Vice
President、
Accounting
Officer and
Corporate
Govermance
Officer
An-Min
Kao

Note 1: The data represent the contribution to the retirement pension.

Note 2: The data includes the annual rent and depreciation expenses paid and recognized for corporate vehicles.

Note 3: The data represent the remuneration amount distributed pro rata to employees based on the previous actual distribution amount from the remuneration to employees approved for distribution by the Board of Directors in the most recent year.

Range of Remuneration

Range of remuneration to the President and vice presidents Names of the President and vicepresidents Names of the President and vicepresidents
The Company All the companies included in the
financial statements
Below NTD1,000,000 None None
NTD1,000,000 (inclusive) – NTD2,000,000
(exclusive)
None None
NTD2,000,000 (inclusive) – NTD3,500,000
(exclusive)
An-Min Kao An-Min Kao
NTD3,500,000(inclusive)– NTD5,000,000(exclusive) None None
NTD5,000,000 (inclusive) – NTD10,000,000
(exclusive)
Kuo-Ying Wei, Shih-Kun Tso Kuo-Ying Wei
NTD10,000,000 (inclusive) – NTD15,000,000
(exclusive)
None Shih-Kun Tso
NTD15,000,000 (inclusive) – NTD30,000,000
(exclusive)
None None
NTD30,000,000 (inclusive) – NTD50,000,000
(exclusive)
None None
NTD50,000,000 (inclusive) – NTD100,000,000
(exclusive)
None None
Over NTD100,000,000 None None
Total 3persons 3persons

-20-

  • (IV) Remuneration to the officers as the top-five remuneration payees: N/A

  • (V) Names of the managers receiving employee remuneration and the distribution thereof

(May1,2021)Unit: NTD Thousand;% (May1,2021)Unit: NTD Thousand;% (May1,2021)Unit: NTD Thousand;% (May1,2021)Unit: NTD Thousand;%
Title Name Amount paid
in shares

Amount paid
in cash

Total
Ratio of total amount to
net profit after tax (%)
profit after tax(%)
Manager CEO and President Shih-Kun Tso 0
422

0

0.29
Senior Vice President Kuo-YingWei

Vice President、Accounting
Officer and Corporate
Govermance Officer

An-Min Kao

Note: Lists the remuneration amount distributed pro rata to employees based on the previous actual distribution amount from the remuneration to employees amount approved for distribution by the Board of Directors in the most recent year.

  • (VI) Analysis of the total remuneration to directors, supervisors, the President and vice presidents of the Company in proportion to the profit after tax from the Company and companies included in the consolidated statements in the most recent two years shown in financial statements, and the policies, standards, and packages based on which they were paid, procedures of determining remunerations, and their correlation with operating performance and future risks.

  • Total remuneration to directors, supervisors, the President and vice presidents in proportion to the net income in the most recent two years

Unit: %
Item 2020 2019
The
Company
All the companies
included in
the financial
statements
The
Company
All the companies
included in
the financial
statements
Proportion of total director remuneration to net
profit after tax
6.35
11.98

4.74

10.59
Proportion of total supervisor remuneration to net
profit after tax
-
-

0.16

0.16
Proportion of total remuneration to the President
and vicepresidents to netprofit after tax
12.65
17.74

9.08

14.30
  1. Policies, standards, and packages based on which remunerations are paid, procedures of determining remunerations, and their correlation with operating performance and future risks

Subject to Article 25 of the Articles of Incorporation, no more than 1% of the earning in the current year shall be remuneration to directors for such year. Also, reasonable remunerations may be provided for directors depending on the operating results and their contribution to the Company’s performance. The remuneration to the President and vice presidents is subject to the Company’s personnel regulations, the level of salary for such positions in the market, responsibility of such positions in the Company, and contribution to the performance of business targets. The procedure of determining remuneration not only takes the Company’s overall operating performance, future operating risks, and development trend in the industry into account, but also provides reasonable remuneration based on the individual achievement and the contribution to the Company’s performance. Relevant performance evaluations and review remuneration rationality shall be approved by the Remuneration Committee and Board of Directors, and the remuneration system is also reviewed from time to time according to the actual operation and related laws to ensure a balance between the Company’s sustainable operation and risk control.

-21-

IV. Implementation of corporate governance

(I) Operations of the Board of Directors

The Board of Directors convened 8 meetings (A) in the most recent year. The attendance record of the directors is listed as follows:

Title Title Name Name Actual
Attendance
(Presence)
(B)
Proxy
Attendance
Actual Attendance
(Presence)
Rate (%)
Actual Attendance
(Presence)
Rate (%)
Remarks Remarks Remarks
Chairman Shih-Kun
Tso
8 0 100 Elected for a second term in the
reelection on 2019/06/21
Director Ching-Hsin
Cho
7 0 88 Newly elected in the reelection
on 2019/06/21
Director Yung-Far
Wei
8 0 100 Elected for a second term in the
reelection on 2019/06/21
Director Han-Liang
Hu
7 1 88 Newly elected in the reelection
on 2019/06/21
Director Ching-Huei
Wu(Note)
1 1 13 Elected for a second term in the
reelection on 2019/06/21
Independent
Director
Hung-Tsu
Hsu
6 2 75 Elected for a second term in the
reelection on 2019/06/21
Independent
Director
Jennyumr
Kao
6 1 75 Newly elected in the reelection
on 2019/06/21
Independent
Director
Anti Tsai 8 0 100 Elected for a second term in the
reelection on 2019/06/21
Note: The director resigned due to personal reason, effective as of Jan. 19, 2021.
Other matters to be stated:
I.
Where the operations of the Board of Directors meet any of the following circumstances,
concerned shall clearly state the meeting date, session, contents of proposals, opinions of all
directors, and the Company’s resolution of said opinions:
(I) Matters specified in Article 14-3 of the Securities and Exchange Act.
Board Meeting
Proposal
Opinions
of
Independe
nt
Directors
Company’s
Resolution of
Independent
Directors’
Opinions
March 18, 2020
(6th meeting of the
11th term)
1.
Proposal for repurchase of shares for the
first time in 2020
None
None
March 26, 2020
(7th meeting of the
11th term)
1.
Proposal of the remuneration to the
Company’s employees, directors, and
supervisors for 2019
Proposal of the business report & financial
statements and consolidated financial statements
for 2019
Proposal for appropriation of profit and loss for
2019
Proposal for disbursement of cash dividends from
capital reserves
Proposal for holding the Company’s 2020 annual
shareholders’ meeting
None
None
May 7, 2020
(8th meeting of the
11th term)
1.
Proposal for non-distribution of the profits
for Q1 of 2020
None
None
May 20, 2020
(9th meeting of the
11th term)
1.
Proposal for repurchase of shares for the
second time in 2020
None
None
June 18, 2020
(10th meeting of the
11th term)
1.
Proposal for participation in the capital
increase in cash by ―Digilife Technologies
Co., Ltd.,‖ the subsidiary in which the
Companyholds91.37% of its shares.
None
None
August 6, 2020
(11th meeting of the
11th term)
1.
Proposal for non-distribution of the profits
for Q2 of 2020.
None
None
the minutes
independent

Board
Meeting
Resolution
Passed as
proposed
Passed as
proposed
Passed as
proposed
Passed as
proposed
Passed as
proposed
Passed as
proposed
Board Meeting Proposal Opinions
of
Independe
nt
Directors
Company’s
Resolution of
Independent
Directors’
Opinions

Board
Meeting
Resolution
March 18, 2020
(6th meeting of the
11th term)
1.
Proposal for repurchase of shares for the
first time in 2020
None None Passed as
proposed
March 26, 2020
(7th meeting of the
11th term)
1.
Proposal of the remuneration to the
Company’s employees, directors, and
supervisors for 2019
Proposal of the business report & financial
statements and consolidated financial statements
for 2019
Proposal for appropriation of profit and loss for
2019
Proposal for disbursement of cash dividends from
capital reserves
Proposal for holding the Company’s 2020 annual
shareholders’ meeting
None None Passed as
proposed
May 7, 2020
(8th meeting of the
11th term)
1.
Proposal for non-distribution of the profits
for Q1 of 2020
None None Passed as
proposed
May 20, 2020
(9th meeting of the
11th term)
1.
Proposal for repurchase of shares for the
second time in 2020
None None Passed as
proposed
June 18, 2020
(10th meeting of the
11th term)
1.
Proposal for participation in the capital
increase in cash by ―Digilife Technologies
Co., Ltd.,‖ the subsidiary in which the
Companyholds91.37% of its shares.
None None Passed as
proposed
August 6, 2020
(11th meeting of the
11th term)
1.
Proposal for non-distribution of the profits
for Q2 of 2020.
None None Passed as
proposed

-22-

November 5, 2020 1. Proposal for non-distribution of the profits None None Passed as (12th meeting of the for Q3 of 2020. proposed 11th term) Proposal for capital reduction by cancellation of the Company’s treasury stocks. December 24, 2020 1. Proposal for amendment to the Company’s None None Passed as (13th meeting of the internal control system, internal audit proposed 11th term) implementation rules, and administrative regulations Proposal of the Company’s 2021 audit plan Proposal for review of the Company’s 2021 operational plan and operating revenue, profit, and expense budget. (II) Any other resolution(s) passed but with independent directors voicing opposing or qualified opinions on the record or in writing other than those described above: None. II. Directors’ avoidance of the proposals involving any conflict of interest, information including the director’s name, contents of the proposals, causes of recusal, and participation in the voting process should be stated: None. III. Information including the cycle, period, scope, method, and contents of the self-evaluation (or peer review) for the Board of Directors: On March 26, 2020, the Board of Directors adopted the Regulations for Evaluation of the Performance of Directors to strengthen the operations and functions of the Board of Directors. Internal evaluation of the performance of the Board of Directors is conducted annually, and external evaluation of the performance of the Board of Directors is conducted by an external professional and independent organization or an external team of experts and academics at least every 3 years. The internal and external evaluations of the performance of the Board of Directors will be completed before the end of Q1 of the next year, and their results will be presented to the Board of Directors for review and improvement. The 2020 evaluation of the performance of the Board of Directors was planned in December 2020. The evaluation questionnaires and related information were distributed in 2021, and all questionnaires were retrieved by the end of January. After summarization and analysis of the evaluation results, they were submitted to the first meeting of the Board of Directors in 2021 (March 25, 2021) and were disclosed on the MOPS after the meeting as required by law. The evaluation results and recommendations for improvement are as follows: (I) Internal evaluation of the Board of Directors The evaluation was divided into five parts consisting of 45 indicators, and the corresponding score was 88/100. The rating of the overall operations was ―Good.‖ The Company’s current directors are professionals in the fields of electronics, science and technology, finance and accounting and commerce, and have sufficient understanding of the industry in which the Company is specialized. The operations of the Board of Directors were satisfactory, with good communication and interaction maintained among its members. It is able to effectively supervise the business performance and development of implementation strategies of the Company. Recommendations for improvement: Formulate a plan for succession or consider adding more seats of independent directors when a by-election is held at the end of the terms of the directors in 2022. Encourage the directors to participate in a variety of educational courses and keep enhancing the supervisory and management functions of the Board of Directors. (II) Directors The evaluation was divided into six parts consisting of 23 indicators, and the corresponding average score for the directors was 91/100. The rating of the operations was ―Excellent.‖ All the directors possess sufficient expertise for performing their duties and are able to effectively supervise the operation of the Company’s system and risk management. The directors have maintained good communication and interaction with the management, and the operation of the Board of Directors has been smooth. Recommendations for improvement: Plan and arrange for the directors to take educational courses. (III) Remuneration Committee The evaluation was divided into four parts consisting of 20 indicators, and the corresponding score was 86/100. The rating of the overall operations was ―Good.‖ The members of the Committee are independent and are professionals in the fields of electronics, science and technology and commerce, and their attendance in meetings has been good. They are able to effectively review the Company’s remuneration policies and conduct performance evaluation. Recommendations for improvement: Examine the Company’s current regulations for performance evaluation. Establish and regularly review policies for evaluation of the performance of directors and managers and for their remuneration. (IV)Audit Committee The evaluation was divided into five parts consisting of 22 indicators, and the corresponding score was 91/100. The rating of the overall operations was ―Excellent.‖ The members of the Committee are

-23-

independent and are professionals in the fields of electronics, science and technology and commerce, and their attendance in meetings has been good. They are able to effectively supervise the Company’s risk management and business performance. Recommendations for improvement: None.

  • IV. Enhancements to the functionality of the Board of Directors in the current and the most recent year (e.g. establishment of the Audit Committee, improvement of information transparency), and the progress of such enhancements: The Company’s Board of Directors has performed clear functions and targets with scrutiny and continued to improve the information transparency.

(II) Operations of the Audit Committee

The Company carried out reelection at the general shareholders’ meeting on June 21, 2019, and established the Audit Committee consisting of 3 independent directors to replace the supervisors.

The Audit Committee held 6 meetings (A) in the most recent year. The attendance

record of the independent directors is listed below:

Title Title Name Name Actual
Attendance (B)
Proxy
Attendance
Actual Attendance
Rate (%)
(B/A) (Note)
Actual Attendance
Rate (%)
(B/A) (Note)
Remarks Remarks Remarks
Independe
nt Director

Hung-Tsu
Hsu
4 2 67 Elected for a second term in
the reelection on 2019/06/21
Independe
nt Director

Jennyumr
Kao
6 0 100 Newly
elected
in
the
reelection on 2019/06/21
Independe
nt Director

Anti Tsai
6 0 100 Elected for a second term in
the reelection on 2019/06/21
Other matters to be stated:
I.
Where the operations of the Audit Committee meet any of the following circumstances, the minutes
concerned shall clearly state the meeting date, session, contents of proposals, resolutions made by the Audit
Committee and the Company’s resolution of the Audit Committee’s opinions:
(I) Matters specified in Article 14-5 of the Securities and Exchange Act.
Audit Committee
Proposal
Opinions of
Independent
Directors
Company’s
Resolution of
Independent
Directors’
Opinions
Meeting
Resolution
March 26, 2020
(6th meeting of the
1st term)
1.
Proposal of the Company’s internal audit
report for December 2019 to February 2020
Proposal of the remuneration to the Company’s
employees, directors, and supervisors for 2019
Proposal for self-evaluation results and statements
of internal control for 2019
Proposal of the business report & financial
statements and consolidated financial statements
for 2019
Proposal for appropriation of profit and loss for
2019
Proposal for disbursement of cash dividends from
capital reserves
None
None
Passed as
proposed
May 7, 2020
(7th meeting of the
1st term)
1.
Proposal of the Company’s consolidated
financial statements for Q1 of 2020
2.
Proposal for non-distribution of the profits
for Q1 of 2020
3.
Proposal of the Company’s internal audit
report for March to April of 2020
None
None
Passed as
proposed
2020/06/18
(8th meeting of the
1st term)
1.
Proposal for participation in the capital
increase in cash by ―Digilife Technologies
Co., Ltd.,‖ the subsidiary in which the
Companyholds91.37% of its shares.
None
None
Passed as
proposed
2020/08/06
(9th meeting of the
1st term)
1.
Proposal of the Company’s consolidated
financial statements for Q2 of 2020.
Proposal for non-distribution of the profits for Q2
of 2020.
None
None
Passed as
proposed
Audit Committee Proposal Opinions of
Independent
Directors

Company’s
Resolution of
Independent
Directors’
Opinions


Meeting
Resolution
March 26, 2020
(6th meeting of the
1st term)
1.
Proposal of the Company’s internal audit
report for December 2019 to February 2020
Proposal of the remuneration to the Company’s
employees, directors, and supervisors for 2019
Proposal for self-evaluation results and statements
of internal control for 2019
Proposal of the business report & financial
statements and consolidated financial statements
for 2019
Proposal for appropriation of profit and loss for
2019
Proposal for disbursement of cash dividends from
capital reserves
None None Passed as
proposed
May 7, 2020
(7th meeting of the
1st term)
1.
Proposal of the Company’s consolidated
financial statements for Q1 of 2020
2.
Proposal for non-distribution of the profits
for Q1 of 2020
3.
Proposal of the Company’s internal audit
report for March to April of 2020
None None Passed as
proposed
2020/06/18
(8th meeting of the
1st term)
1.
Proposal for participation in the capital
increase in cash by ―Digilife Technologies
Co., Ltd.,‖ the subsidiary in which the
Companyholds91.37% of its shares.
None None Passed as
proposed
2020/08/06
(9th meeting of the
1st term)
1.
Proposal of the Company’s consolidated
financial statements for Q2 of 2020.
Proposal for non-distribution of the profits for Q2
of 2020.
None None Passed as
proposed

-24-

Proposal of the Company’s internal audit report
for Mayto Julyof 2020
2020/11/05
(10th meeting of the
1st term)
1.
Proposal of the Company’s consolidated
financial statements for Q3 of 2020.
Proposal for non-distribution of the profits for Q3
of 2020.
Proposal of the Company’s internal audit report
for August to October of 2020
None None Passed as
proposed
2020/12/24
(11th meeting of the
1st term)
1.
Proposal of the Company’s internal audit
report for November 2020
Proposal for amendment to the Company’s
internal control system, internal audit
implementation rules, and administrative
regulations
Proposal of the Company’s 2021 audit plan
Proposal for review of the Company’s 2021
operational plan and operating revenue, profit,
and expense budget.
None None Passed as
proposed

-25-

==> picture [429 x 321] intentionally omitted <==

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

consulted with the CPAs and did
not raise any objection.
December 24, I. The CPAs made a statement on the The independent directors fully consulted
2020 responsibility and independence for with the CPAs and did not raise any
the audit of the consolidated objection.
financial statements of 2020 and
the audit plan.
II. The CPAs made a statement on the
key audit matters in the audit report
for the consolidated financial
statements of 2020.
III. The CPAs gave explanations to and
engaged in discussion and
consultation with the meeting
attendees regarding the questions
raised by them.
(VI)All previous communications between independent directors and the chief internal auditor in 2020 are
summarized as follows:
Date Key Matter
March 26, 2020 I. Internal audit report for December 2019 to February 2020
II. Proposal for self-evaluation results and statements of the internal
control system for 2019
May 7, 2020 Internal audit report for March to April of 2020
August 6, 2020 Internal audit report for May to July of 2020
November 5, 2020 Internal audit report for August to October of 2020
December 24, 2020 I. Internal audit report for November 2020
II. Proposal for amendment to the Company’s internal control system,
internal audit implementation rules, and administrative regulations
III. Proposal for the 2021 audit plan
----- End of picture text -----

(III) Participation of supervisors in the operations of the Board of Directors:

The Company has appointed independent directors to perform the functions of supervisors.

-26-

(IV) Implementation of corporate governance, differences with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, and reasons thereof

Companies,and reasons thereof
Evaluation Item Implementation Differences with the Corporate
Governance Best Practice Principles
for TWSE/TPEx Listed Companies
and the reasons thereof
Yes No Summary
I.
Does the Company establish and disclose its
corporate governance principles based on
―Corporate
Governance
Best
Practice
Principles
for
TWSE/TPEx
Listed
Companies‖?



The Company does not establish the corporate governance
principles based on ―Corporate Governance Best Practice
Principles for TWSE/TPEx Listed Companies.‖


Under development.
II.
Company’s equity structure and shareholders’
equity
(I) Does the Company have any internal
operating procedures regulated to deal
with suggestions, questions, disputes,
and legal actions from shareholders and
implement the procedures?
(II) Does the Company have a list of the
major shareholders who actually control
the Company and the persons who are
their ultimate controllers?
(III) Does
the
Company
establish
or
implement any risk control measures
and firewall mechanisms between the
Company and the affiliates?
(IV) Does the Company establish internal
regulations to prohibit Company insiders
from using information not available to
the market to trade securities?




















(I) The Company’s spokesperson and acting spokesperson are
responsible for handling shareholders’ suggestions, disputes
and queries, and approaching the related divisions based on
practical needs to actively deal with the matters related to the
shareholders.
(II) The Company has appointed the personnel responsible for
contacting the major corporate shareholders holding 5% or
more of the shares and their major shareholders.
(III) The Company has regulated the transaction procedures for
related parties, specific companies and group members, and
observed such procedures when dealing with the affiliates.
(IV) The Company has established the ―Ethical Corporate
Management Best Practice Principles‖ and ―Code of Ethical
Conduct for Directors and Managers‖ to prohibit insiders
from acquiring information with their functions to obtain
impropergains.




(I) None.


(II) None.


(III) None.




(IV) None.
III. Composition and responsibilities of the Board
of Directors

-27-

Evaluation Item Implementation Differences with the Corporate
Governance Best Practice Principles for
TWSE/TPEx Listed Companies and the
reasons thereof
Yes No Summary
(I) Does the Board of Directors formulate a
diversified
approach
regarding
the
composition
of
its
members
and
implement it?
(II) Is
the
Company,
in
addition
to
establishing
the
Remuneration
Committee
and
Audit
Committee,
pursuant to laws, willing to voluntarily
establish
any
other
functional
committees?
(III) Does the Company establish policies
and
methods
for
evaluating
the
performance of the Board of Directors,
conduct regular performance evaluations
every year and report the results to the
Board of Directors? Does the Company
utilize the results as the reference for the
individual remuneration and reelection
nomination of directors?
(IV) Does the Company assess the CPAs for
their independence on a regular basis?



















(I) The Company’s ―Articles of Incorporation‖ states that the
election of directors (including independent directors) shall
be held under a candidate nomination system. For the
election of directors (including independent directors), the
Company not only takes into account the professional
backgrounds of directors (including independent directors),
but also formulates an appropriate policy of diversification
based on the needs of the Company’s operational
development. To ensure diversification in the composition of
the Board of Directors, the Company does not set any gender
or age limit for the directors and mainly considers their
professionalism and contributions. The current Board of
Directors is composed of seven directors (including three
independent directors) with professional backgrounds and
skills in the fields of management, technology, finance and
accounting, R&D and marketing and science. All of them
have met the qualifications and possess the competencies for
the duties performed.
(II) The Company has not organized any other functional
committees.
(III) The Board of Directors has performed clear functions and
goals with scrutiny. The Company established the
―Regulations for Self-evaluation for the Board of Directors
and Peer Review‖ pursuant to the laws in March 2020, and
has conducted regular performance evaluations every year
and reported the results to the Board of Directors as the
reference for the individual remuneration and reelection
nomination of directors.
(IV) The Company regularly submits a proposal for evaluation of
the CPAs’ remuneration and independence to the Board for



























(I) None.
(II) Under development.
(III) None.
(IV) None.

-28-

Evaluation Item Implementation Differences with the Corporate
Governance Best Practice Principles for
TWSE/TPEx Listed Companies and the
reasons thereof
Yes No Summary
discussion every year. The CPAs are required to provide a
Declaration of Independence specifying (1) that there is no
joint venture or profit-sharing relationship between the CPA
and the Company and related parties thereof; (2) that no CPA
serves as the chairman, a director, manager or employee of
the Company and related parties thereof; (3) that the CPAs
do not violate any other regulations specified in ―the Norms
of Professional Ethics No.10,‖ which may influence the
independence of the CPA. The Company has confirmed the
CPAs’ compliance with the requirements for independence,
and they have signed appointment contracts after approval of
the Board of Directors.










IV. Does the Company have qualified governance
personnel in an appropriate number and
designate a corporate governance manager to
oversee
corporate
governance
affairs
(including but not limited to providing the
directors and supervisors with information
needed to perform their duties, assisting the
legal compliance of the directors and
supervisors, handling matters related to board
meetings
and
shareholders’
meetings
according to laws and preparing minutes of
board and shareholders’ meetings)?











Pursuant to the resolution by the Board of Directors on March 25,
2021, the Company appointed Vice President An-Min Kao of the
Finance & Accounting Division as the corporate governance
officer in charge of matters related to corporate governance. His
main responsibilities include providing the Board of Directors and
functional committees with information required for their
business, assisting directors and committee members in
compliance and convening meetings in accordance with the law,
described as follows:
(I) Informing, from time to time, the Board of Directors and
members of functional committees of the latest revisions and
development of the laws and regulations related to the
Company’s areas of business and corporate governance.
(II) Examining the confidentiality level of the relevant
information, providing directors and committee members
with the company information they need, and maintaining
smooth communication and interaction between directors,
committee members and business managers.
(III) Checking whether the shareholders’ meeting and meetings of
the Board of Directors and functional committees are held in
accordance with the applicable laws and the rules and
regulations on corporate governance.
(IV) Assistingdirectors and committee members in compliance



















None.

-29-

Evaluation Item Implementation Differences with the Corporate
Governance Best Practice Principles for
TWSE/TPEx Listed Companies and the
reasons thereof
Yes No Summary
with and reminding them of the laws and regulations they
are required to abide by when conducting business or
adopting resolutions at meetings.
(V) Reviewing and checking the material information in
important resolutions before its publication to ensure the
contents of such information are legal and accurate and
maintain symmetry of information between investors.
(VI) Maintaining good interaction with investors to ensure that
shareholders are able to obtain sufficient information to
assess the reasonable value of a business in the capital
market.
(VII)Setting and giving a 7-day prior notice to directors and
committee members of the agenda of the meetings of the
Board of Directors and functional committees, convening
meetings and providing meeting information, giving prior
notice of issues requiring avoidance of conflicts of interest,
and completing the meeting minutes within 20 days after the
end of meetings.
(VIII)Registering the date of any shareholders’ meeting in
advance as required by law, preparing a meeting notice, a
meeting handbook and meeting minutes within the legally
required period, and applying for registration of change in
the event of amendment to the Articles of Incorporation or
by-election of directors.
In the current year, the corporate governance manager will
complete his educational hours as legally required and make
disclosure thereof on the Company’s website and in its annual
report.





















V.
Does the Company build communication
channels with stakeholders (including but not
limited
to
shareholders,
employees,
customers,
and
suppliers),
establish
a
stakeholder
section
on
the
Company’s
website, and duly respond to the stakeholders’
concerns on issues related to corporate social







The Company has set up the ―Stakeholder Section,‖ ―Contact
Us,‖ and ―Service Center‖ on the official website as the
communication channels for shareholders, employees, customers,
and suppliers. In the ―Stakeholder Section,‖ the contact numbers
and URLs of the Company’s spokesperson and the director of the
Accounting Department are provided for the Company to timely
receive andproperlyrespond to the stakeholders’ concerns on







None.

-30-

Evaluation Item Implementation Differences with the Corporate
Governance Best Practice Principles for
TWSE/TPEx Listed Companies and the
reasons thereof
Yes No Summary
responsibilities? important issues.
VI. Does
the
Company
commission
a
professional registrar to deal with the affairs
of shareholders’ meetings?


The Company has commissioned a professional registrar, the
Transfer Agency Department of Mega Securities, to handle affairs
relate to shareholders’ meetings.


None.
VII. Information disclosure
(I) Does the Company establish a corporate
website
to
disclose
information
concerning
financial
affairs
and
corporate governance?
(II) Does
the
Company
use
other
information disclosure methods (e.g. an
English website, assignment of specific
personnel
to
collect
and
disclose
corporate information, implementation
of a spokesperson system, and the
broadcasting of investor conferences via
the company website)?
(III) Does the Company publicly announce
and file the annual financial report
within two months after the close of
fiscal year and announce and file the
financial reports of the first, second and
third quarters and the monthly operation
statusprior to the regulated deadline?



















(I) The Company has established a corporate website to disclose
information regarding financial affairs and regulations
related to corporate governance.
(II) In addition to the establishment of Chinese and English
websites, the Company has also assigned a spokesman and
acting spokesman to collect and disclose the Company’s
information to implement the spokesman system, and posted
the information of investor conferences on the Company’s
website.
(III) The Company publicly announces and files the annual
financial report (within 3 months), the financial reports of
the first, second, and third quarters (within 45 days) and the
monthly operation status (by the 10th day of each month)
within the deadline specified in Article 36 of the Securities
and Exchange Act.


(I) None.





(II) None.





(III) Under development.
VIII. Does the Company have additional important
information that is helpful to understand the
implementation of the corporate governance
(including but not limited to the interests and
care of employees, investor relationships,
supplier relationships, rights of stakeholders,
continuing
education
of
directors
and
supervisors,
implementation
of
risk
management policies and risk assessment
standards,
implementation
of
customer










(I) For measures regarding the interests and care of employees,
please refer to page 76 to 81 of this annual report.
(II) The Company has assigned a spokesperson and acting
spokesperson to deal with the suggestions made via phone or
the Company’s website by shareholders and stakeholders for
communication and opinion exchange. The Company’s
Material
Management
Department
maintains
good
relationships with suppliers, which is beneficial to making a
timely response to supply and demand changes in the
market.








None.

-31-

Evaluation Item Implementation Implementation Implementation Differences with the Corporate
Governance Best Practice Principles for
TWSE/TPEx Listed Companies and the
reasons thereof
Yes No Summary
policies, and liability insurance coverage for
directors and supervisors)?
(III) The Company has formulated a continuing education system
for the directors to be subject to and be evaluated. We also
provide related courses and information on an irregular basis
for the purpose of encouraging the directors to participate in
such activities, so as to minimize and spread the risk of
causing major damage to the Company and shareholders due
to directors’ mistakes or misconduct.
(IV) The Company observes the internal control systems and
related regulations to implement risk management. In 2019,
the audit team completed all audit works, and the results
thereof showed that the design and implementation of the
internal control system were effective.
(V) The Company understands customers’ expectations of the
Company and products through the establishment of
customer service centers, phone interviews, corporate
websites, and media in the hope of having our products and
services meet the customers’ needs.
(VI) The Company has purchased liability insurance for directors
to minimize the risk of them being charged for their due
execution of duties byshareholders or other relatedparties.















IX. Please specify the status of the correction based on the corporate governance assessment report released by the Corporate Governance Center of TWSE in the most
recent year, and the priority corrective actions and measures against the remaining deficiencies.
The Company has improved the corporate governance and disclosed more information on the Company’s website based on the results of the 5th corporate
governance evaluation announced by the TWSE in 2019, and will progressively review and improve the maintenance of the shareholders’ interests and the structure and
operation of the Board of Directors in 2021 to implement the corporategovernance.

-32-

  • (V) Composition and operation of the Remuneration Committee, if established

The Remuneration Committee consists of three members whose appointment was resolved by the Board of Directors, and one of the members is the convener. The Committee members’ professional qualifications and independence are in accordance with Article 5 and Article 6 of the Regulations Governing the Powers of the Remuneration Committee.

The Committee shall faithfully exercise the following duties with the due care of a good administrator and submit the suggestions to the Board of Directors for discussion:

  • (1) Periodically review the organization rules and propose amendments.

  • (2) Set up and periodically review the yearly and long-term performance goal of the directors and managers of the Company, and the policy, system, standards, and structure of the remuneration.

  • (3) Periodically evaluate the performance of the Company’s directors and managers and the goals achieved thereby, and determine the contents and amounts of the individual remuneration thereof.

When the Committee exercises the above duties, the following guidelines shall be observed:

  • (1) Ensure the arrangement of the remuneration meets the requirement of relevant laws and regulations and is good enough to attract the best talents.

  • (2) The performance evaluation and remuneration for directors and managers shall be in reference to industry peer levels and take certain factors into account, such as the time devoted by the individual, the responsibility assumed, the goal achieved by the individual, the performance of the individual when assuming other positions, and the remuneration the Company paid for equivalent positions in recent years. Also to be evaluated is the reasonableness of the correlation between the individual’s performance and the Company’s operational performance and future risks, with respect to the achievement of short-term and long-term goals and the financial position of the Company.

  • (3) Directors and managers shall not be allowed to engage in any behavior beyond the risk appetite of the Company for the purpose of pursuing remuneration.

  • (4) With respect to the proportion in which the bonus is distributed to directors and senior managers for their short-term performance and the time at which the variable part of remuneration is paid, the Company shall consider the characteristic of the industry and the business nature to decide such matters.

  • (5) The Committee members shall not join the discussion and resolution of their own remuneration.

The remuneration mentioned above includes the cash remuneration, stock options, dividends, retirement benefits, severance pay, various allowances, and other tangible incentives. The scope must be aligned with the remuneration of the directors and managers as stipulated in the Regulations Governing Information to be Published in the Annual Reports of Public Companies.

Where the decision-making and implementation of any matter related to the remuneration of the directors and managers of a Company’s subsidiary shall be reviewed and approved by the Board of Directors, the Committee is required to make recommendations before the matter is submitted to the Board of Directors for discussion.

-33-

Information of the members of the Remuneration Committee

Member type Qualifications
Name

Having more than five years of experience and the
following professionalqualifications

Having more than five years of experience and the
following professionalqualifications

Having more than five years of experience and the
following professionalqualifications
Independence (Note) Independence (Note) Independence (Note) Independence (Note) Independence (Note) Independence (Note) Independence (Note) Independence (Note) Independence (Note) Independence (Note) Number of
publicly listed
companies in
which a
remunerated
committee
member
concurrently
serves
Remark
s
Lecturer or
above in
commerce, law,
finance,
accounting, or
subjects required
by the
Company’s
business in
public or private
colleges or
universities
Judge, public
prosecutor, attorney,
accountant, or other
professional or
technical specialists
who have passed a
national examination
and received a
certificate in a
profession necessary
for the Company’s
business
Commercial,
legal, financial,
accounting or
other work
experience
required by the
Company’s
business
1 2 3 4 5 6 7 8 9 10
Independent
Director
Hung-Tsu Hsu 0 None
Independent
Director
Jennyumr Kao 0 None
Independent
Director
Anti Tsai 0 None
  • Note: A ―  ‖ is placed in the box if the member met the following conditions during active duty and two years prior to the election. (1) Not employed by the Company or any of its affiliates.

  • (2) Not a director or supervisor of the Company or any of its affiliates (the same does not apply, however, in cases where the person is an independent director of the Company, its parent company, any subsidiary, or a subsidiary of the same parent company, as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.)

  • (3) Not a natural-person shareholder who holds shares, together with those held by his/her spouse or minor children or held in the name of another person, in an aggregate amount of at least 1% of the total shares issued by the Company or is one of the top-10 shareholders of the Company.

  • (4) Not a manager listed in (1) or a spouse, relative within the second degree of kinship, or direct blood relative within the third degree of kinship of a person listed in (2) and (3).

  • (5) Not a director, supervisor, or employee that has 5% or higher ownership interest in the company, being the top-5 corporate shareholders or the institutional shareholders who designate representative as the corporate director or supervisor in accordance with Paragraph 1 or 2, Article 27 of the Company Act (the same does not apply, however, in cases where the person is an independent director of the Company, its parent company, any subsidiary, or a subsidiary of the same parent company, as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary).

  • (6) Not a director, supervisor or employee of other Company in which the number of directors or more than half of the voting shares is under the control of the same person (the same does not apply, however, in cases where the person is an independent director of the Company, its parent company, any subsidiary, or a subsidiary of the same parent company, as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary).

  • (7) Not a director, supervisor or employee of another company or institution in which the Chairman, President or personnel with equivalent position are the same person or have spouse relationship (the same does not apply, however, in cases where the person is an independent director of the Company, its parent company, any subsidiary, or a subsidiary of the same parent company, as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary).

  • (8) Not a director, supervisor, manager, or shareholder holding more than 5% of a specified company or institution that has a financial or business relationships with the Company (the same does not apply, to certain companies or institutions holding more than 20% of the total issued shares of the Company, but no more than 50% and to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at the Company and its parent or subsidiary or a subsidiary of the same parent).

  • (9) Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting, or related services to the company or any affiliate of the company for which the provider in the past two years has received cumulative remuneration exceeding NTD 500,000, or a spouse thereof. However, this shall not apply to the members of the Remuneration Committee, Review Committee for Public Acquisitions or Special Committee for Mergers executing their duties in accordance with the Securities and Exchange Act or Business Mergers and Acquisitions Act.

  • (10) Not meet the conditions specified in any of the sub-paragraphs of Article 30 of the Company Act.

-34-

Information concerning the operation of the Remuneration Committee

  • (1) The Company’s Remuneration Committee consists of three members.

  • (2) Term of office: From June 21, 2019 to June 20, 2022. The Remuneration Committee had two meetings (A) convened in the most recent year, and the qualification and attendance of the Committee members are listed as follows:

Title Title Name Name Actual
Attendance
(B)
Proxy
Attendance
Proxy
Attendance
Actual Attendance
Rate (%)
(B/A)
Remarks Remarks
Convener Hung-Tsu Hsu 1 1 50 Elected for a second term in the
reelection on 2019/06/21
Committee
member
Jennyumr Kao 2 0 100 Newly elected in the reelection
on 2019/06/21
Committee
member
Anti Tsai 2 0 100 Elected for a second term in the
reelection on 2019/06/21
Other matters to be stated:
I.
Meetings in the most recentyear:
Remuneration
Committee
Proposal
Resolution
Company’s Handling of
the Remuneration
Committee’s Opinions
2020/08/06
(4th meeting of
the 4th term)
1.
Proposal for adjustment to the
2020 remuneration to the
Company’s managers
Approved by all the present
members
The proposal was
approved by all present
directors unanimously
2020/12/24
(5th meeting of
the 4th term)
1.
Proposal of the remuneration to
the Company’s managers
Proposal of the Company’s annual
bonus for 2020
Proposal of the remuneration to the
Company’s employees and directors
for 2020
Approved by all the present
members
The proposal was
approved by all present
directors unanimously
II.
If the Board of Directors does not adopt or amend the suggestions from the Remuneration Committee, the date and
session of the Board meeting, contents of the proposals, meeting resolutions, and the Company’s handling of the
Remuneration Committee’s opinions shall be specified (if the remuneration passed by the Board of Directors is higher
than that suggested by the Remuneration Committee, the deviation and causes thereof shall be specified): None.
III.
In the event that any member of the Remuneration Committee has expressed dissent or reservation over the Committee’s
decisions, and that the dissent or reservation has been recorded or delivered in writing, the decision shall indicate the
date of the Committee’s meeting, term, contents of the proposal, opinions of all the members, and how the opinions of a
member are handled: None.
Remuneration
Committee
Proposal Resolution Company’s Handling of
the Remuneration
Committee’s Opinions
2020/08/06
(4th meeting of
the 4th term)
1.
Proposal for adjustment to the
2020 remuneration to the
Company’s managers
Approved by all the present
members
The proposal was
approved by all present
directors unanimously
2020/12/24
(5th meeting of
the 4th term)
1.
Proposal of the remuneration to
the Company’s managers
Proposal of the Company’s annual
bonus for 2020
Proposal of the remuneration to the
Company’s employees and directors
for 2020
Approved by all the present
members
The proposal was
approved by all present
directors unanimously

II. If the Board of Directors does not adopt or amend the suggestions from the Remuneration Committee, the date and session of the Board meeting, contents of the proposals, meeting resolutions, and the Company’s handling of the Remuneration Committee’s opinions shall be specified (if the remuneration passed by the Board of Directors is higher than that suggested by the Remuneration Committee, the deviation and causes thereof shall be specified): None.

III. In the event that any member of the Remuneration Committee has expressed dissent or reservation over the Committee’s decisions, and that the dissent or reservation has been recorded or delivered in writing, the decision shall indicate the date of the Committee’s meeting, term, contents of the proposal, opinions of all the members, and how the opinions of a member are handled: None.

-35-

(VI) Fulfillment of corporate social responsibility, differences with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies, and reasons thereof

Evaluation Item Implementation Differences with the Corporate Social
Responsibility Best Practice Principles
for TWSE/GTSM Listed Companies,
and reasons thereof:
Yes No
Summary
I.
Does the Company implement the risk assessment of
environmental, social, and corporate governance issues
related to corporate operation and establish relevant
risk management policies or strategies based on the
principle of materiality?




(I) The Company’s CSR Committee was founded in
February 2011 and is responsible for establishing
relevant CSR policies and indicators. Since 2011, the
Committee
has
periodically
reviewed
the
implementation of the indicators and utilized the GRI
G3 Guidelines (G3.1) regulated by the ―Global
Reporting Initiative‖ (GRI) as a basis for the report
structure and a guideline to prepare and issue the ―CSR
Report‖ reviewed by a third party. In the following
three years, the Committee prepared and updated the
CSR report of the previous year before issuing it to the
public.
(II) The Company periodically organizes the CSR
educational training every year.
(III) 1. The Company requires directors to attend courses
related to corporate governance every year and to
observe the rules of the related regulations. The
Company periodically promotes business ethics
policies and specifies the principles of good faith and
integrity applicable to the service of employees in the
Employment Commitment Letter and the Supplier
Agreement. New employees are required to understand
the business ethics requested by the CSRs during the
recruit
training.
We
have
integrated
ethical
management
with
the
employee
performance
evaluation and HR policies to establish an effective
disciplinary system. The Company formulated the
―Code
of
Ethical
Conduct
for
Directors
and
Managers,‖ ―Ethical Corporate Management Best
Practice
Principles,‖
―Procedures
for
Ethical
Management and Guidelines for Conduct,‖ and
―Corporate
Social
Responsibility
Best
Practice
Principles‖ in 2011.
None.

-36-

Evaluation Item Implementation Differences with the Corporate Social
Responsibility Best Practice Principles
for TWSE/GTSM Listed Companies,
and reasons thereof:
Yes No
Summary
2. The Company organized the Remuneration
Committee
in
2011
to
regularly
review
the
remuneration system for directors and managers.
II.
Does the Company have a specific (or part-time) unit
set up to promote corporate social responsibility and
have the senior management authorized by the Board
of Directors to handle matters and report the
processing results to the Board of Directors?




The Company’s CSR Committee organization consists of the
chairman, spokesperson, and different groups responsible for
various affairs, such as supplier promotion, green design,
environmental protection, labor and occupational health and
safety, and community participation. The chief officer of each
relevant department of the Company concurrently serves as a
member of the Committee to promote and perform related
activities.
None.
III. Environmental issue
(I) Has the Company established environmental
policies suitable for the Company’s industrial
characteristics?
(II) Does the Company endeavor to upgrade the
efficient use of available resources and the use of
environmentally friendly materials?

The Company’s implementation plans and performance focus
regarding environmental protection are described as follows:
(I) The Company has established ISO14001 (valid period:
2019/10/17–2022/10/17) to evaluate and identify the
environmental
impact,
set
relevant
goals
and
implementation projects based on the result, and
periodically review the implementation progress. We
have also passed the certification of QC 080000 (valid
period: 2018/9/14–2021/10/24) Hazardous Substance
Management System.
(II) In consideration of the environmental impact from
each stage of the life cycle, the Company’s products
are designed with the purpose of material reduction
and energy efficiency improvement. We also adhere to
the principle of reliable product quality and utilize
renewable materials to mitigate the impact on the
environment.
(I) None.
(II) None.

-37-

Evaluation Item Implementation Differences with the Corporate Social
Responsibility Best Practice Principles
for TWSE/GTSM Listed Companies,
and reasons thereof:
Yes No
Summary
(III) Does the Company assess the present and future
potential risk and opportunities of climate change
in
relation
to
the
Company
and
adopt
countermeasures related to climate issues?
(IV) Does the Company gather statistics of the
greenhouse gas emission, water consumption and
the gross weight of the waste in the past two
years and establish policies for energy saving,
carbon reduction, reduction of greenhouse gas
emission and water consumption or other waste
management?

(III) The Company
has intended to integrate
risk
identification and opportunity assessment regarding
climate
change
into
the
corporate
governance
management system and progressively assess the
physical risk, transformation risk, and business
opportunities in the medium and long terms under the
appropriate
scenarios
of
climate
change.
The
assessment results are taken into account regarding
operating strategies and financial planning to establish
or adjust management approaches and key indicators.
(IV) (IV) In accordance with the requirements of ISO 14001
Environmental Management System and based on the
characteristics of the industry, the Company establishes
environmental management policies and objectives on
an annual basis for the purpose of managing electricity
and water consumption and waste. The Company also
regularly reviews the operation of the system and the
achievements of objectives to ensure continued
improvement of environmental management.
(III) None.
(IV) None.
IV. Social issue
(I) Does the Company develop management policies
and procedures in accordance with the relevant
regulations and international human rights
conventions?
(I) The Company has established work rules and
personnel regulations regarding remuneration, working
hours, insurance and benefits, health and safety, and
sexual harassment prevention in accordance with the
related local labor acts and laws to protect our workers’
rights and create a working environment in which
human rights and equalityareprotected and ensured.
(I) None.

-38-

Evaluation Item Implementation Differences with the Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM Listed
Companies,and reasons thereof:
Yes No
Summary
(II) Does the Company establish and implement
proper employee benefit measures (including the
salary, holidays, and other benefits) and reflect
the
corporate
business
performance
or
achievements in the employee remuneration?
(II) The Company upholds the values of respecting
employee dignity and improving the Company’s overall
competitiveness to establish multiple communication
channels between employers and employees, and
receive and respond to the opinions of employees. In
addition, for the purpose of creating harmonious
employer–employee relations, we also promote and
participate in various activities to achieve good
employer–employee relations. Various communication
channels, such as regular welfare committee meetings
and
the
Human
Resource
Dept.
email
[email protected], are provided for employees to
express their opinions.
1.
A complaint and proposal system has been established
to analyze the expressed opinions and questions and
make a summary as a reference for the Company’s
future improvement.
Handle all operations in accordance with the regulations of
the Labor Standards Act.
At the employee meetings held by the DongGuan Factory,
the Company communicates with the representative of labor
unions about the Company’s important policies, understands
the employees’ concerns on issues, responds to their
questions regarding livelihood, reviews and follows the
progress of the to-do matters proposed by the employees in
order to maintain harmonious employer–employee relations,
and achieves a win-win situation. To ensure smooth
communication channels for employees, the Labor Union
Committee consisting of the chairperson and members
elected through a democratic election holds labor union
meetings on a regular basis to receive employees’ opinions
and suggestions. If such opinion or suggestion demonstrates
a significant and continuous improvement in the
performance of the Company, the employee may be given a
material reward.
(II) None.

-39-

Evaluation Item Implementation Differences with the Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM Listed
Companies,and reasons thereof:
Yes No
Summary
(III) Does the Company provide employees with a
safe and healthy work environment, and provide
safety and health education to employees
regularly?
(IV) Does the Company have an effective career
capacity
development
training
program
established for the employees?

(III) We organize fire safety training on a regular basis to
provide our employees with complete fire safety
knowledge and disaster prevention training, so as to
improve their crisis management and contingency
response skills. In addition, the internal e-learning
website offers courses including the ―Rise of Safety
Awareness,‖ ―Safety and Health Training,‖ ―Work
Stress Prevention and Testing,‖ and ―Occupational Low
Back Pain Prevention.‖ We intend to provide more
information related to safety and health issues
coordinating with the current trends. In this way, our
employees are allowed to learn safety and health
information online without the limit of time and space.
(IV) For KYE, the key for the Company to ensure
sustainable operations is the continuous development of
the employees. We strive to establish a complete
educational training system and structure. Therefore,
the Company has invested adequate resources to train
the employees since their employment began. We adopt
different training programs using various learning
approaches based on different stages, including pre-job
and on-the-job training programs, and build a complete
E-learning training platform allowing employees to
learn without the limit of time and space. The Company
hopes that such training can facilitate individual
potential and further achieve the three values of the
training policies, i.e. ―provision of customer value,‖
―rise
of
employee
value,‖
and
―creation
of
organizational value.‖ KYE designs the structural
competency training for each function type in line with
respective career development to enrich our human
resources. Various learning approaches:
(III) None.
(IV) None.

-40-

Evaluation Item Implementation Differences with the Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM Listed
Companies,and reasons thereof:
Yes No
Summary
(V) Does the Company have related customer interest
protection policies and complaint procedures
established for customer health and safety, client
privacy, marketing and labeling of the products
and services in accordance with related laws and
regulations and international standards?

Internal training: Participate the annual training course
organized by the HR Department, including the
management, cognitive, and professional skill training.

External training: Attend the training courses and
seminars held by external organizations related to the
work.

On-the-job training: Learn professional skills while
performing business. For the professional skills
required for an employee’s work, the employee is
trained on site by his/her chief officer or personnel
designated thereby with the approach of ―learning by
doing.‖

Web learning: Learn from various courses on the
e-learning platform.
(V) 1. The Company has set up a customer service
department respectively in Taipei and our Dongguan
Factory in China to deal with product after-sales
service for our clients and customers. In more than
80 countries where our brand products are sold,
product technical manuals and components are
provided to allow the local clients offering the
product after-sales service to protect the customers’
interests.
2. In addition to the contact information of customer
after-sales service on the corporate website for
customer inquiries, the Company also provides a
real-time product research service and a user feedback
mailbox to protect the interests of our global
customers using the Company’s products.
(V) None.

-41-

Evaluation Item Implementation Implementation Implementation Differences with the Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM Listed
Companies,and reasons thereof:
Yes No Summary
(VI) Does
the
Company
establish
supplier
management policies and require them to follow
relevant
regulations
on
the
issues
of
environmental protection, occupational safety
and health, or labor rights? How about the
implementation?
3. The Company has set up an Intellectual Property &
Legal Department and Product Safety Verification
Department dedicated to providing information
required by national or international laws and
regulations and performing health and safety
verification processes for products/services, for
example, UL (a standard for fire protection), LVD
(Low Voltage Directive), EN71 (a standard for toy
safety), etc. The Company’s products are labeled with
the product or service information required by the
national or international laws and regulations of the
regions in which the products are sold, including CE,
FCC, REACH, RoHS, and WEEE.
(VI) For new appointments of suppliers to perform audit
procedures, the Company has incorporated ISO9001,
ISO14001 and QC 080000 into the evaluation criteria.
We will sign a contract with new suppliers, and if the
supplier violates the related agreement, we are entitled
to terminate the contract.
(VI) None.
V.
Does the Company prepare the CSR report or other
reports that disclose non-financial information of the
Company with reference to internationally accepted
report preparation guidelines or guides? Is any
third-party assurance or verification opinion acquired
for the above-mentioned reports?




The Company did not prepare the CSR reports disclosing
non-financial information of the Company in the most recent
year.
Under development.
VI. If the Company has established its own corporate social responsibility best-practice principles in accordance with the ―Corporate Social Responsibility Best Practice
Principles for TWSE/GTSM Listed Companies,‖ specify any discrepancy between the implementation and the principles established by the Company:
The Company is dedicated to fulfilling its corporate social responsibility, and the operation thereof is in line with our own ―Corporate Social Responsibility Best
Practice Principles.‖
VII. Other information useful to the understandingof the corporate social responsibilityimplementation: None.

-42-

(VII) Implementation of ethical corporate management, differences with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies, and reasons thereof

Evaluation Item Implementation Differences with the
Ethical Corporate
Management Best
Practice Principles for
TWSE/GTSM
Listed Companies,
and reasons thereof
Yes No Summary
I.
Enactment of ethical management policy and program
(I) Does
the
Company
establish
ethical
corporate
management policies that are adopted by the Board of
Directors and explicitly state such policies and the
implementation methods in its Articles of Incorporation
and external documents? Do the Board of Directors and
top management actively implement their commitment to
implementing the operating policies?
(II) Does the Company establish a risk assessment mechanism
against unethical conduct, analyze and assess on a regular
basis business activities within their business scope which
are at a higher risk of being involved in unethical conduct,
and establish prevention programs accordingly with the
inclusion of the prevention measures against each
behavior specified in Paragraph 2, Article 7 of the
―Ethical Corporate Management Best Practice Principles
for TWSE/GTSM Listed Companies‖?
(III) Whether the Company explicitly defines procedures,
guides of conduct, and disciplinary and reporting systems
in case of a violation in the preventive solutions of
unethical conduct, implements them accordingly, and
carries out reviews and modifications of these solutions?






















(I) The Company has established the ―Code of Ethical Conduct for
Directors and Managers‖ and ―Ethical Corporate Management
Best Practice Principles‖ approved by the Board of Directors
and announced the same on the corporate website to
demonstrate the Company’s ethical corporate management
policies and implementation thereof.
(II) The
Company
has
established
its
―Ethical
Corporate
Management Best Practice Principles‖ as a regulation for
internal management, intermittently provided employees with
related educational training, and formulated the procedures for
risk management and regular reporting.
(III) The Company has established related management regulations
to specify the laws and disciplinary measures which shall be
observed by all employees when engaging in business activities.





The
Company
is
devoted to fulfilling
the related regulations
of
the
Ethical
Corporate
Management
Best
Practice Principles in
accordance with all
rules and regulations.
(I) None.




(II) None.


(III) None.
II.
Implementation of ethical businesspractices

-43-

Evaluation Item Implementation Differences with the
Ethical Corporate
Management Best
Practice Principles for
TWSE/GTSM
Listed Companies,
and reasons thereof
Yes No Summary
(I) Does your company assess the past records of the
counterparties regarding ethics? Do contracts between the
company and the counterparties include clear clauses
governing ethical conduct?
(II) Does the Company establish a specific unit subject to
Board of Directors to promote corporate ethical business
and regularly (at least once a year) report the ethical
management policy, prevention program of unethical
conduct and implementation status of supervision to
Board of Directors?
(III) Does the Company define any policy against conflict of
interest, provide adequate channels thereof, and fulfill the
same precisely?
(IV) Has the Company fulfilled ethical management by
establishing an effective accounting system and internal
control system, and had an internal audit unit develop
relevant audit plans according to the risk assessment
results of unethical conduct and audited the compliance
with the preventive solutions of unethical conduct
accordingly, or appointed a CPA to do so?
(V) Has the Company organized internal/external educational
training for ethical management periodically?

























(I) The Company completes the evaluation of ethical conduct
before entering into a business relationship with others, and
requires the party to sign the Letter of Commitment to Integrity
before engaging in business activities to ensure such party’s
compliance with all integrity rules formulated by the Company.
(II) The Company has designated the Human Resources Department
as a concurrent unit to promote ethical corporate management.
Such unit supervises each operation according to the related
management regulations and reports its implementation to the
Board of Directors.
(III) The Company has offered appropriate channels for the
employees to provide information at any time. The responsible
unit shall archive such information and solutions thereof for
review.
(IV) Relevant departments are requested to immediately correct the
deficiencies of internal operations found by the Company’s audit
personnel through an audit. The Company also implements an
internal
control
self-evaluation
operation
containing
environment control, risk assessment, control operations,
information and communication, and supervision on a yearly
basis, and then the self-evaluation reports of all departments and
subsidiaries are reviewed by the Audit Office to ensure the
implementation effectiveness of the internal control system.
(V) The Company has actively promoted related regulations and
ideal goals of ethical management and provided external
educational training to encourage the continuing education of
the employees.




(I) None.




(II) None.



(III) None.








(IV) None.



(V) None.
III. Implementation of the Company’s whistleblowingsystem

-44-

Evaluation Item Implementation Implementation Implementation Differences with the
Ethical Corporate
Management Best
Practice Principles for
TWSE/GTSM
Listed Companies,
and reasons thereof
Yes No Summary
(I) Does the Company define a specific whistleblowing and
rewarding
system,
and
establish
convenient
whistleblowing channels, and assign competent dedicated
personnel to deal with the situation?
(II) Has the Company defined the standard operating
procedure for investigation after acceptance of a reported
misconduct, the follow-up actions to be taken after the
investigation, and relevant confidentiality mechanism?
(III) Has the Company adopted any measures to prevent the
whistle blowers from being abused after reporting
misconduct?












(I) The Company has provided whistleblowing channels and
established disciplinary and reporting systems for violations of
ethical business practices, and carried out review and
modification from time to time to adhere to the principles and
rules of ethical business practices.
(II) The Company’s responsible unit dedicated to acceptance of
reported misconduct has established investigation procedures for
different misconduct, and relevant personnel authorized to
handle such matters have comprehended the importance of the
confidentiality mechanism and adhere to it accordingly.
(III) Since the dedicated unit is responsible for acceptance of all the
reported misconduct, and all responsible personnel review and
handle such misconduct in a confidential manner and with
impartiality and objectivity, the whistle blowers will never
encounter anymistreatment.




(I) None.




(II) None.




(III) None.
IV. Enhancing information disclosure
Has the Company disclosed the Ethical Management Best
Practice Principles and the effect of implementation thereof
on its website and Market Observation Post System?


The Company has disclosed the ethical management information on
its website at http://www.geniusnet.com and Market Observation Post
System.
None.
V.
If the Company has established ethical management best-practice principles based on ―Ethical Corporate Management Best Practice Principles for TWSE/GTSM Liste
Companies,‖ please describe any discrepancy between the principles and their implementation:
The Company has established ethical management best-practice principles based on ―Ethical Corporate Management Best Practice Principles for TWSE/GTSM
ListedCompanies‖ and been dedicated to complyingwith the regulations related to the saidprinciples.
VI. Other important information useful to the understanding of the corporate ethical management implementation:
The Company has disclosed its ethical management policies on the corporate website and prepared the Supplier Commitment Integrity which a supplier is
required to sign before engagingin business activities. We also review related international standards or issues and update relevantpolicies on an intermittent basis.

V. If the Company has established ethical management best-practice principles based on ―Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies,‖ please describe any discrepancy between the principles and their implementation:

  • (VIII)Methods of inquiry about the corporate governance principles and related regulations established by the Company

  • MOPS of TWSE at http://newmops.twse.com.tw

  • The Important Regulations section of Investor Information on the Company’s website at http://tw.geniusnet.com.

  • (IX) Other important information sufficient for increasing understanding of the implementation of corporate governance: None.

-45-

  • (X) Implementation of the internal control system

  • Declaration of internal control

KYE Systems Corp.

Declaration of an Internal Control System

Date: March 25, 2021

The following declaration are made based on the 2020 self-assessment of the Company’s internal control system:

  • I. The Company acknowledges and understands that the establishment, implementation and maintenance of the internal control system are the responsibilities of the Board of the Directors and managers. Such system has been established to provide reasonable assurance for achievement of the objectives concerning the effectiveness and efficiency of operations (including profits, performance and protection of asset security), reliability, timeliness, transparency, and regulatory compliance of reporting, and compliance with applicable laws, regulations, and bylaws.

  • II. Any internal control system has its inherent limitations. No matter how well an internal control system is designed, it can only provide reasonable assurance for the achievement of the above three objectives. Moreover, the effectiveness of an internal control system may vary as a result of changes in the environment and circumstances. However, our internal control system has a self-monitoring mechanism, and we take corrective actions immediately once a nonconformity is identified.

  • III. The Company has assessed the effectiveness of its internal control policy design and implementation in accordance with the criteria determining the effectiveness of the internal control policies provided in the ―Regulations Governing the Establishment of Internal Control Systems by Public Companies‖ (hereinafter referred to as ―the Regulations‖). The determination criteria of the internal control policies adopted in ―the Regulations‖ consist of five major elements depending on the management control process: 1. Environment control, 2. Risk assessment, 3. Control operations, 4. Information and communication, 5. Supervision. Each element contains a number of items. Please refer to ―the Regulations‖ for more details.

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

  • V. Based on the result of the preceding assessment, the Company finally determined the effectiveness of the design and implementation of our internal control policy as of December 31, 2020 (including the supervision and management of subsidiaries) regarding the awareness of business results and target accomplishments, the reliability, promptness, and transparency of reports and compliance with relevant laws and regulations. This policy provided reasonable assurance that the above objectives have been achieved.

  • VI. This declaration constitutes the main part of the Company’s annual reports and prospectuses, and shall be disclosed to the public. Any illegal misrepresentation or concealment in the public statement above is subject to the legal responsibilities specified in Articles 20, 32, 171, and 174 of the Securities and Exchange Act.

  • VII. This declaration was approved at the Company’s Board of Directors meeting held on March 25, 2021 without any objections from the seven attending directors. The contents of the declaration were agreed upon unanimously.

KYE Systems Corp.

Chairman and President:

  1. Specific appointment of a CPA to review the internal control report: None.

-46-

  • (XI) The details, main deficiencies and improvements in relation to legal penalties imposed against the Company or its internal personnel or penalties imposed by the Company against its internal personnel for violation of the internal control system in the most recent year and up until the date of publication of the annual report, where the results of such penalties were likely to have significant impact on shareholder equities or securities prices: No.

  • (XII) Important resolutions by the shareholders’ meeting and the Board of Directors in the most recent year and up until the date of publication of the annual report

Shareholders’
Meeting/ Board
Meeting
Meeting date Important resolutions
Board Meeting March 18,
2020
1.
Proposal for repurchase of shares for the first time in 2020
Board Meeting March 26,
2020
1.
Proposal of the remuneration to the Company’s employees,
directors, and supervisors for 2019
Proposal of the business report & financial statements and
consolidated financial statements for 2019
Proposal for appropriation of profit and loss for 2019
Proposal for disbursement of cash dividends from capital reserves
Proposal for holding the Company’s 2020 annual shareholders’
meeting
Board Meeting May7,2020 1.
Proposal for non-distribution of theprofits forQ1 of 2020
Board Meeting May20,2020 1.
Proposal for repurchase of shares for the second time in 2020
Annual
Shareholders’
Meeting
June 18, 2020 1.
2019 Business report
Audit Committee’s Review Report on the 2019 Financial
Statements
Report on the distribution of remuneration to employees, directors,
and supervisors of the Company for 2019
Surplus Earning Distribution Report of the First Three Quarters for
the 2019 Financial Year
Report on amendment to the Company’s ―Regulations Governing
Procedures for Board of Directors Meetings‖
Report on the implementation of treasury stocks
Proposal of the business report and financial statements for 2019
Proposal for appropriation of profit and loss for 2019
Proposal for disbursement of cash dividends from capital reserves
Board Meeting June 18, 2020 1.
Proposal for participation in the capital increase in cash by
―Digilife Technologies Co., Ltd.,‖ the subsidiary in which the
Companyholds 91.37% of its shares.
Board Meeting August 6,
2020
1.
Proposal for non-distribution of the profits for Q2 of 2020.
Board Meeting November 5,
2020
1.
Proposal for non-distribution of the profits for Q3 of 2020.
Proposal for capital reduction by cancellation of the Company’s
treasurystocks.
Board Meeting March 25,
2021
1.
Proposal of the remuneration to the Company’s employees and
directors for 2020
Proposal of the business report & financial statements and
consolidated financial statements for 2020
Proposal for distribution of the profits for 2020
Proposal for disbursement of cash dividends from capital reserves
Proposal for appointment of a corporate governance manager
Proposal for holding the Company’s 2021 annual shareholders’
meeting

-47-

  • (XIII)The main contents of dissenting opinions recorded or included in written statements, which were expressed by directors or supervisors against important resolutions adopted by the Board of Directors in the most recent year and up until the date of publication of the annual report: None.

  • (XIV)Resignations and discharges of the Chairman, President and accounting, financial, internal audit, corporate governance and R&D managers in the most recent year and up until the date of publication of the annual report: None.

V. Information on CPAs’ professional fees

If fees paid to a CPA or CPA firm or its affiliated company for non-audit services account for a proportion less than one-quarter of the fees paid for the audit service in 2020, and the audit fees for 2020 were equivalent to that for 2019 without any adjustment, the audit fees are shown as follows:

Unit: NTD Thousand

CPA
Name of CPA
firm
Name of
CPA

Audit
fees
Non-audit fees Non-audit fees Non-audit fees Non-audit fees Non-audit fees CPA
Audit
period
(Note 2)
Remar
ks
System
design
Corporate
registrati
on

Human
resource
Others
(Note 1)
Subtotal
Deloitte &
Touche Taiwan
Mei-Hui
Wu

2,890
0 0 0 20 20 2020 None
Yao-Lin
Huang

Note 1: An opinion on reasonable assessment of the price ranges of the shares to be repurchased was issued. Note 2: The CPA’s audit period covers the full fiscal year.

VI. Information on change of CPAs

Starting from Q1 of 2021, CPAs Yao-Lin Huang and Han-Ni Fang will replace CPAs Mei-Hui Wu and Yao-Lin Huang as the certifying CPAs of the Company due to adjustment to the internal operations of Deloitte & Touche (Taiwan), the firm engaged by the Company for certification.

  • I. The Company’s Chairman, President or any financial or accounting manager who has been employed by the firm of the certifying CPA(s) or any of its affiliates in the most recent year: None.

  • II. Changes in the transfer and pledge of equities by directors, supervisors, managers and shareholders holding more than 10% of the total shares in the most recent year and up until the date of publication of the annual report

  • (I) Any change in equities of directors, supervisors, managers, and major shareholders

Unit: Shares

Title Name 2020 2020 Current year, as of April 25
(Note 1)
Current year, as of April 25
(Note 1)
No. of
increase
(decrease) of
shares held
No. of
increase
(decrease) of
sharespledged

No. of
increase
(decrease) of
shares held
No. of increase
(decrease) of
shares pledged
Chairman and
President
Shih-Kun Tso 0 0 0 0
Director Ching-Hsin
Cho
0 0 0 0
Director Yung-Far Wei (213,000) 0 0 0
Director Han-LiangHu 0 0 0 0
Director Ching-Huei
Wu(Note 2)
0 0 0 0

-48-

Title Name 2020 2020 Current year, as of April 25
(Note 1)
Current year, as of April 25
(Note 1)
No. of
increase
(decrease) of
shares held
No. of
increase
(decrease) of
sharespledged

No. of
increase
(decrease) of
shares held
No. of increase
(decrease) of
shares pledged
Independent Director Hung-Tsu Hsu
0
0 0 0
Independent Director Jennyumr Kao
0
0 0 0
Independent Director Anti Tsai 0 0 0 0
Senior Vice President Kuo-YingWei
0
0 0 0
Vice President、
Accounting Officer
and Corporate
GovermanceOfficer
An-Min Kao 0 0 0 0
  • Note 1: The data represents the number of increase/decrease in shares held and pledged as of the last day for share transfer registration for this shareholders’ meeting.

  • Note 2: The director resigned due to personal reason, effective as of Jan. 19, 2021. The changes in his shareholding during his term of office are listed.

  • (II) Information on the related party who is the counterparty of any equity transfer by a director, supervisor, manager, or major shareholder: None.

  • (III) Information on any related party who is the counterparty of a pledge of equity by a director, supervisor, manager, or major shareholder: None.

  • III. Information on the top-10 shareholders who are related to each other, in a spousal relationship or relatives within the second degree of kinship

(April 25,2021)Unit: Shares;% (April 25,2021)Unit: Shares;% (April 25,2021)Unit: Shares;% (April 25,2021)Unit: Shares;%
Name Shares held by the
shareholder
Shares held by spouse and/or
minor children

Total share
names
s held in the
of others
The title or name and relation in
case of the top-ten shareholders who
are related parties to each other, in a
spousal relationship or within the
second degree of kinship




Remarks
Number of
shares
Shareholding
ratio

Number of
shares
Shareholding
ratio

Number of
shares
Shareholding
ratio

Name
Relationship
Ching-Hsin Cho 11,959,488
5.33

0

0.00

0

0.00

Shih-Kun Tso
Hsiu-Chin Hsu
Song-Young
Chen
Father and son
In-laws
In-laws
None
Shih-Kun Tso 5,877,815
2.62

2,938,010

1.31

0

0.00

Ching-Hsin Cho
Hsiu-Chin Hsu
Song-Young
Chen
Father and son
Spouse
In-laws
None
Bank SinoPac as
Custodian for Maxfar
Limited Investment
Account
7,678,829
3.42

0

0.00

0

0.00
None None None
Chin An Tai Investment,
Ltd.

7,297,955

3.25

0

0.00

0

0.00
None None None
Representative of Chin
An Tai Investment, Ltd.:
Hsiu-Chin Hsu

2,938,010

1.31

5,877,815

2.62

0

0.00

Shih-Kun Tso
Ching-Hsin Cho
Song-Young
Chen
Spouse
In-laws
In-laws
None
Wan Chih Investment
Co.,Ltd.
5,239,366
2.33

0

0.00

0

0.00
None None None
Wan Chih Investment
Co., Ltd.
Representative:
Hsiu-Chin Hsu
2,938,010
1.31

5,877,815

2.62

0

0.00

Shih-Kun Tso
Ching-Hsin Cho
Song-Young
Chen
Spouse
In-laws
In-laws
None
Song-Young Chen 4,137,050
1.84

0

0.00
0.00
Ching-Hsin Cho
Shih-Kun Tso
Hsiu-Chin Hsu
In-laws
In-laws
In-laws
None
Wan Chuan Investment
Corp.
3,269,546
1.46

0

0.00

0

0.00
None None None
Wan Chuan Investment
Corp.
Representative: Li-Yun
Shih
0
0.00

3,132,752

1.40

0

0.00
Jui-Tsung Liao Spouse None
Jui-TsungLiao 3,132,752
1.40

0

0.00

0

0.00
Li-Yun Shih Spouse None
DK Media Group
Corporation
3,132,000
1.39

0

0.00

0

0.00
None None None
DK Media Group
Corporation
Representative: Chi-Lin
100,000
0.04

0

0.00

0

0.00
None None None

-49-

Yu, corporate
representative of DK
Media Group
Corporation
Chung-Yin Investment
Co.,Ltd.
2,951,140
1.31

0

0.00

0

0.00
None None None
Chung-Yin Investment
Co., Ltd.
Representative:
Ching-Hsin Cho
11,959,488
5.33

0

0.00

0

0.00

Shih-Kun Tso
Hsiu-Chin Hsu
Song-Young
Chen
Father and son
In-laws
In-laws
None
  • Note: The shareholding ratio is ranked based on the total number of shares held in the name of the shareholder, by the shareholder’s spouse and minor children, and in the names of others.

IV. Shares held by the Company and its directors, supervisors and managers and by businesses directly or indirectly controlled by the Company in a single investee business, and the total shareholding ratio calculated on a consolidated basis

Consolidated Shareholding Ratio

(December 31, 2020) Unit: Shares; NTD; %

Enterprise invested in
(Note 1)
Invested by the Company Invested by the Company Investment by directors,
supervisors, and
managers, or by directly
or indirectly controlled
enterprises
Investment by directors,
supervisors, and
managers, or by directly
or indirectly controlled
enterprises
Consolidated investment Consolidated investment
Number of
shares
Shareholdi
ng
percentage
Number of
shares

Shareholdin
g percentage

Number of
shares
Shareholdi
ng
percentage
Chung-Chiang Investment Co., Ltd. 6,451,800
100.00



6,451,800

100.00
Hung-Cheng Investment Co., Ltd. 9,578,103
100.00



9,578,103

100.00
KYE International Corporation 235,000
100.00



235,000

100.00
KYE Systems Europe GmbH (Note 2)
(Note 3)
EUR
213,500

100.00



EUR
213,500

100.00
KYE Systems (Hong Kong) Corp. 500,000
100.00



500,000

100.00
Genius Holding Co., Ltd. 21,467,377
100.00



21,467,377

100.00
DIGILIFE TECHNOLOGIES CO., LTD. 51,562,598
94.61



51,562,598

94.61
ADVANCE TOP LIMITED (Note 2) USD
150,000

20.00



USD
150,000

20.00
SHINYOPTICS CORP. 3,400,000
22.97



3,400,000

22.97
STAR REACH LIMITED (Note 2) USD
416,667

25.00



USD
416,667

25.00
TIMING PHARMACEUTICAL CO., LTD. 19,445,600
22.64



19,445,600

22.64

Note 1: These are the Company’s long-term equity investments evaluated under the equity method. Note 2: This is not a company limited by shares. The data listed is capital contribution and percentage thereof. Note 3: This company terminated its business operation on December 31, 2017 and went into liquidation.

-50-

Chapter 4.Financing

I. Capital and shares (I) Sources of share capital(May 1, 2021) Unit: Shares; NTD

Date Issue
price
Authorized capital Authorized capital Paid-upcapital Paid-upcapital Paid-upcapital Remarks Remarks Remarks
Number of
shares
Amount Number of
shares
Amount Source of share capital Effective date Document no. Offset against payments
of shares by any
propertyother than cash

Others
March 2016 NTD10 390,000,000
3,900,000,000

301,153,496

3,011,534,960
Cancellation of shares repurchased 50,000,000 February 1,
2016
Chin-Kuan-Cheng-Chiao-Tzu
No. 1050003867
None None
2016.05 NTD10 390,000,000
3,900,000,000

291,598,496

2,915,984,960

Transfer of repurchased shares to employees
1,100,000
Cancellation of shares repurchased94,450,000
April 30, 2013
April 27, 2016
Chin-Kuan-Cheng-Chiao-Tzu
No. 1020016179 and
1050015554
None None
July 2016 NTD10 390,000,000
3,900,000,000

287,098,496

2,870,984,960

Cancellation of shares repurchased 4,000,000
July 6, 2016 Chin-Kuan-Cheng-Chiao-Tzu
No. 1050026835
None None
November
2016
NTD10 390,000,000
3,900,000,000

282,098,496

2,820,984,960

Cancellation of shares repurchased 5,000,000
October 12,
2016
Chin-Kuan-Cheng-Chiao-Tzu
No. 1050041867
None None
2017.03 NTD10 390,000,000
3,900,000,000

277,038,496

2,770,384,960

Transfer of repurchased shares to employees
60,000
Cancellation of shares repurchased 5,000,000
March 7, 2014
January 11,
2017
Chin-Kuan-Cheng-Chiao-Tzu
No. 1030006730 and
1060000938
None None
August 2017 NTD10 390,000,000
3,900,000,000

258,538,496

2,585,384,960

Transfer of repurchased shares to employees
5,000,000
Transfer of repurchased shares to employees
3,000,000
Cancellation of shares repurchased 5,000,000
Cancellation of shares repurchased 5,500,000
May 28, 2014
July 16, 2014
May 11, 2017
July 18, 2017
Chin-Kuan-Cheng-Chiao-Tzu
No. 1030021361,
1030028201, 1060017324,
and 1060026557
None None
March 2018 NTD10 390,000,000
3,900,000,000

243,538,496

2,435,384,960

Transfer of repurchased shares to employees
5,000,000
Cancellation of shares repurchased 10,000,000
December 27,
2014
November 7,
2017
Chin-Kuan-Cheng-Chiao-Tzu
No. 1030053185 and
1060042154
None None
August 2018 NTD10 390,000,000
3,900,000,000

237,538,496

2,375,384,960

Transfer of repurchased shares to employees
6,000,000
May 9, 2018 Chin-Kuan-Cheng-Chiao-Tzu
No. 1070315642
None None
November
2018
NTD10 390,000,000
3,900,000,000

234,538,496

2,345,384,960

Cancellation of shares repurchased 3,000,000
August 21,
2015
Chin-Kuan-Cheng-Chiao-Tzu
No. 1040034823
None None
July 2020 NTD10 390,000,000
3,900,000,000

224,528,496

2,245,284,960

Cancellation of shares repurchased 5,010,000
Cancellation of shares repurchased 5,000,000
May 20, 2020
July 13, 2020
Chin-Kuan-Cheng-Chiao-Tzu
No. 1090344936 and
1090349961
None None
April 25,2021
Types of shares Authorized capital Remarks
Outstandingshares(Note) Treasurystocks Unissued shares Total
Common stock 224,528,496 0 165,471,504 390,000,000 None

Note: Such shares are stocks listed on the market.

-51-

(II) Composition of shareholders

(II) Composition of shareholders (II) Composition of shareholders (II) Composition of shareholders (II) Composition of shareholders (II) Composition of shareholders (II) Composition of shareholders (II) Composition of shareholders
April 25,2021
Composition of
shareholders
Quantity


Government
Agency
Financial
Institution
Other
Corporate
Entities
Individual Foreign
Institutions
and
Foreigners
(Note)
Total
Number of Persons
2

5

234

40,738

64

41,043
Number of Shares
Held
47
96,148

22,929,046

184,284,002

17,219,253

224,528,496
Shareholding Ratio
(%)

0.00

0.04

10.21

82.08

7.67

100.00

Note: No shares held by Chinese investors. A Chinese investor refers to an individual, corporation, organization, or institutions of the Mainland Area or any companies located in a third region invested in thereby, as defined in Article 3 of the Regulations for Approval on Investment in Taiwan by People of the Mainland Area.

(III) Distribution of equity

Common Stock

(III) Distribution of equity Common Stock Common Stock Common Stock
April 25,2021
Range of Shareholding Number of
Shareholders
Number of Shares Held ShareholdingRatio(%)
1
to
999
25,689
1,552,783

0.69
1,000
to
5,000
10,073
22,189,693

9.88
5,001
to
10,000
2,394
18,186,932

8.10
10,001
to
15,000
958
11,577,540

5.16
15,001
to
20,000
523
9,547,416

4.25
20,001
to
30,000
495
12,376,011

5.51
30,001
to
50,000
396
15,552,869

6.92
50,001
to
100,000
320
22,831,134

10.17
100,001
to
200,000
104
14,378,968

6.40
200,001
to
400,000
53
14,548,448

6.48
400,001
to
600,000
7
3,390,719

1.51
600,001
to
800,000
7
4,909,127

2.19
800,001
to
1,000,000
6
5,334,524

2.38
1,000,001 and above 18
68,152,332

30.36
Total 41,043
224,528,496

100.00

(IV) List of major shareholders

(IV) List of major shareholders (IV) List of major shareholders (IV) List of major shareholders
April 25,2021
Names of Major Shareholders Number of Shares Held ShareholdingRatio(%)
Ching-Hsin Cho 11,959,488
5.33
Bank SinoPac as Custodian for Maxfar Limited Investment
Account
7,678,829
3.42
Chin An Tai Investment,Ltd. 7,297,955
3.25
Shih-Kun Tso 5,877,815
2.62
Wan Chih Investment Co.,Ltd. 5,239,366
2.33
Song-YoungChen 4,137,050
1.84
Wan Chuan Investment Corp. 3,269,546
1.46
Jui-TsungLiao 3,132,752
1.40
DK Media GroupCorporation 3,132,000
1.39
Chung-Yin Investment Co.,Ltd. 2,951,140
1.31

Note: The table lists the top-10 major shareholders based on shareholding ratio.

-52-

  • (V) Market prices per share, net values, earnings and dividends in the most recent two years and the information related thereto

Information on Market Price, Net Value, Earnings, and Dividends per Share

Unit: NTD; 1,000 shares; %

Unit: NTD;1,000 shares;%
Item Year 2019 2020 As of May 1, 2021 (Note
7)
Market
price per
share (Note
1)
Highest 9.57
12.70

8.68
Lowest 7.80
5.42

5.42

Average
8.47
9.14

7.39
Net value
per share
(Note 2)
Before distribution 13.77
13.22

13.46
After distribution 13.57
12.81

EPS Weighted average number of
shares

234,538

228,307

224,528
EPS Before
retrospective
adjustment
0.65
0.64

0.22
After
retrospective
adjustment
0.64
0.64

Dividends
per share
(Note 3)
Cash dividends(Note 3) 0.20
0.41783293

0.30
Stock
dividends
From
retained
earnings

0

0

From
capital
reserves

0

0

Accumulated
unpaid
dividends

0

0

ROI
analysis
P/E ratio(Note 4) 13.03
14.28

P/D ratio(Note 5) 42.35
21.87

Cash dividendyield(Note 6) 2%
5%

Note 1: The table lists the highest and lowest market price of common stocks for each year, and the annual average market price was calculated in accordance with the annual trading value and volume of each year.

Note 2: The data is listed in accordance with the number of outstanding shares at the year end and the distribution of dividends approved in the annual shareholders’ meeting in the following year. Note 3: The data is listed based on the distribution of dividends for 2020 approved by the Board of Directors before the annual shareholders’ meeting.

Note 4: P/E ratio = Average closing price per share in current year/earnings per share

Note 5: P/D ratio = Average closing price per share in current year/cash dividend per share

Note 6: Cash dividend yield = Cash dividend per share/average closing price per share in current year

Note 7: The net value per share and EPS are listed based on the CPA-reviewed consolidated financial statements for Q1 of 2021.

-53-

  • (VI) Impact of the Company’s dividend policy and its implementation and the significant changes expected in the dividend policy

  • The Company’s dividend policy

The Company may distribute earnings or offset losses after the end of each quarter. The Company’s proposals for earning allocation or loss off-setting for the first three quarters along with the business report and the financial statements audited or reviewed by accountants shall be submitted to the Board of Directors for resolution after being reviewed by the Audit Committee.

When the Company allocates earnings in accordance with the provisions referred to above, such earnings shall be estimated and taken to pay any due tax payment, offset losses and provide for legal reserves as required by the laws. Where such legal reserve amounts to the total paid-in capital, this provision shall not apply.

The Company distributing surplus earning in the form of new shares to be issued thereby shall follow the provisions of Article 240 under the Company Act; if such surplus earning is distributed in the form of cash, it shall be approved by the Board of Directors.

If the Company has a profit at the year’s final accounting, it shall first pay the income tax and make up any cumulative losses in accordance with laws, and then make a 10% contribution of the balance to the legal reserve, unless the legal reserve reaches the amount of the Company paid-in capital, and also make provision/reversal of special reserves pursuant to laws. The residual balance shall be added to undistributed earnings. The Board of Directors shall draft a motion for allocation of the residual balance plus the undistributed earnings, and submit the same to a shareholders’ meeting to resolve whether shareholder bonus shall be allocated. The ratio of distribution shall be at least 50% of the distributable earnings.

Where distribution of the aforesaid shareholders dividends is made in cash, the Board of Directors is authorized to make this decision which shall be resolved with more than two-thirds of the board present, voted in favor by more than half of all attending directors, and subsequently reported in a shareholders’ meeting.

The dividend policy is adopted by the Company in consideration of the current and future development plans, investment environment, financing needs and domestic and international competition as well as the shareholders’ interests and other factors. The Company’s shareholders’ dividends are allocated in the form of cash dividend or stock dividend. The cash dividend shall be no less than 10% of the total shareholders’ dividends, and the residual balance is paid in shares. However, all shareholders’ dividends shall be distributed in stock dividends when the cash dividend per share is NTD0.1 or lower.

Based on the situation of the Company’s industry and the business development cycle, the shareholder dividends during the most recent three years were all in cash, and at least 50% of the dividends in the future are also expected to be in cash.

  1. Implementation

Dividend distribution proposed at the annual shareholders’ meeting

Item Dividendper share(NTD) Source
Cash dividend 0.30 Capital reserves
  1. Effect of expected significant changes in the dividend policy

-54-

None – no expected material changes in the dividend policy.

(VII) Impact of the bonus shares proposed at the shareholders’ meeting on the Company’s operating performance and EPS

operating performance and EPS operating performance and EPS operating performance and EPS
Year
Item

2021
(Estimated)
Opening paid-upcapital(NTD Thousand) 2,245,285
Dividend
distribution for the
year
Cash dividendsper share(NTD) (Note 1) 0.30

Stock dividends per share (from capitalization of earnings)
(shares)
0
Stock dividends per share (from capitalization of reserves)
(shares)
0
Changes in
business
performance
(Note 2)
Operating profit (NTD Thousand)
Percentage of increase (decrease) in operating profit from the
sameperiod of thepreviousyear
Profit after tax(NTD Thousand)
Percentage of increase (decrease) in net income after tax from
the sameperiod of thepreviousyear
EPS (NTD)
Percentage of increase (decrease) in EPS from the same period
of thepreviousyear
Annual average ROI(annual average PE ratio)
Pro forma EPS
and P/E ratio
(Note 2)
If capitalized earnings are
entirely distributed as cash
dividends instead
Pro forma EPS (NTD)
Pro forma annual average ROI
Without capitalization of
reserves
Pro forma EPS(NTD)
Pro forma annual average ROI
If capitalized earnings are
entirely distributed as cash
dividends without the
capitalization of serves
Pro forma EPS(NTD)
Pro forma annual average ROI

Note 1: A cash dividend of NTD0.30 per share from capital reserves was distributed.

Note 2: Since the Company did not prepare a financial forecast in 2021, the calculation was impossible. Note 3: The table was prepared pursuant to the Letter No. (2002)-Tai-Tsai-Cheng-(I)-Tzu 002534 issued by the Securities and Futures Commission, Ministry of Finance on April 16, 2002.

-55-

(VIII)Remuneration to employees and directors

  1. Percentage and range of the remuneration to employees and directors stated in the Articles of Incorporation

1%–15% of the Company’s annual profits, if any, shall be appropriated as employee remuneration which may be distributed in shares or in cash as decided by the Board of Directors. Such employee remuneration may be distributed to the employees of affiliated companies who have met certain requirements. The Board of Directors may decide to appropriate a maximum of 1% of the amount of the said profits as directors’ remuneration. The report on allocation of remuneration to employees and directors shall be submitted to a shareholders’ meeting.

However, profits must first be taken to offset cumulative losses if any before being distributed to employees and directors as remuneration at the percentages mentioned above.

  1. The current estimation basis of remuneration for employees and directors, calculation basis for number of shares distributed as remuneration for employees, and methods for the accounting of the difference between actually distributed and estimated amounts

If there is any change in the amount on the date of resolution made by the shareholders’ meeting, the changed amount shall be treated as a change in accounting estimates and accounted in the year of resolution made by the shareholders’ meeting.

  1. Distribution of the remuneration approved by the Board of Directors

  2. (1) Amounts of remuneration to employees and directors

  3. The amounts of remuneration distributed to employees in cash and in

  4. shares were NTD5,663,000 and NTD0 respectively. Remuneration distributed to directors was NTD1,887,000. Both remuneration amounts were consistent with the estimates in the year of recognized expenses.

  5. (2) The amount of remuneration paid in shares to employees and the ratio of it to the total amount of individual profit after tax and total employee remuneration in the current year

Remuneration paid in shares to employees was NTD0, accounting for

0%.

  1. Actual distribution of remuneration to employees and directors in the previous year
year
Unit: NTD Thousand;1,000shares
Item Number of shares Amount Equity price
Employee remuneration in cash - 5,370 -
Employee remuneration in shares - 0 -
Remuneration to directors - 1,769 -
Total - 7,139 -

Any discrepancy between the above-mentioned actual distributed remuneration and the recognized remuneration to employees and directors: None.

-56-

(IX) Repurchase of the Company’s shares

  1. Repurchase completed
Repurchase completed
May1,2021
Time of repurchase 1st time in 2020 2nd time in 2020
Purpose of repurchase Maintenance of the Company’s
credit and shareholders’ equity
Maintenance of the Company’s
credit and shareholders’ equity
Expected types and numbers
of repurchased shares
Common stock 10,000,000
shares
Common stock 5,000,000 shares
Repurchase rangeprice NTD5–8per share NTD6–10per share
Repurchaseperiod March 19 to May15,2020 May21 to July8,2020
Types and numbers of
repurchased shares
Common stock 5,010,000 shares Common stock 5,000,000 shares
Value of repurchased shares NTD34,837,401 NTD43,914,841
Average repurchase price per
share
Common stock 6.95 shares Common stock 8.78 shares
Number of shares cancelled Common stock 5,010,000 shares Common stock 5,000,000 shares
Cumulative number of the
Company’s shares held
Common stock 0 shares Common stock 0 shares
Ratio of cumulative number
of the Company’s shares held
to the number of total
outstandingshares
Reason for non-completion of
implementation
After the current repurchase of
shares was implemented, the
share price quickly rebounded
and stayed above the maximum
repurchase range price of NTD8
for most of the time after
mid-April. Therefore, repurchase
was not possible, and
implementation was not
completed after an overall
consideration of the Company’s
financial conditions and
shareholders’ equity.

  1. Repurchase in progress: None.

II. Issuance of corporate bonds: None.

  • III. Issuance of preferred shares and global depository receipts: None.

  • IV. Issuance of employee stock warrants: None.

  • V. Issuance of restricted stock awards for employees: None.

  • VI. Issuance of new shares in connection with mergers or acquisitions or with the acquisition of the shares of another company: None.

  • VII. Implementation of the capital utilization plan: None.

-57-

Chapter 5.Overview of Business Operations

I. Business activities (I) Scope of business

  1. Main content of the operated businesses

The Company is a professional manufacturer of products related to computer peripheral, consumer electronics and video images. We operate business in a diversified manner and market products globally with our private brand ―Genius.‖ The businesses that the Company operated are as follows:

  • (1) Production, manufacturing and trade of computer peripheral equipment.

  • (2) Manufacturing, processing and trade, and planning, consulting, repair and maintenance services of computer hardware, software and peripheral equipment.

  • (3) Import and export trade of the aforementioned businesses.

  • Ratio of the operated businesses

The Company specializes in the research, development, production and marketing of the applied technologies of computer peripheral, consumer electronics and video images products. The ratio of each business is as follows:

Main Product Items Ratio to the OperatingRevenue(%) Ratio to the OperatingRevenue(%)
Actual Ratio in 2020 Actual Ratio in 2019
Computer Peripherals 61.42 57.63
Consumer Electronic
Products
0.65 1.49
Video Images Products 36.33 40.26
Others 1.60 0.62
Total 100.00 100.00
  1. New products planned to develop

  2. (1) Continuously develop super mini wireless products.

  3. (2) Continuously research into and develop stylus pen technology and tablet computer products.

  4. (3) Continuously develop the technology of touch screen with fingers or stylus and apply it to keyboards, mice and remote controls.

  5. (4) Continuously develop wireless ring remote control and presenter devices.

  6. (5) Continuously develop wireless optical pen mouse devices.

  7. (6) Develop an electromagnetic touch module.

  8. (7) Develop an electromagnetic and capacitive dual-mode touch module.

  9. (8) Develop active capacitive/electromagnetic stylus pens.

  10. (9) Develop vehicle recorders.

  11. (10) Develop Full HD web cameras and Full HD optical lens cameras.

  12. (11) Develop multimedia DLP mini projectors.

  13. (12) Develop automatic IR LED fill light web cameras.

  14. (13) Develop Smart TV web cameras.

  15. (14) Develop USB 3.0 web cameras.

  16. (15) Develop new generation of high-fidelity, high-power wooden speakers.

  17. (16) Develop Bluetooth products for tablets and smartphones, including Bluetooth keyboards, Bluetooth headsets and Bluetooth speakers.

  18. (17) Develop Bluetooth close-range sensing speakers.

  19. (18) Develop wireless AirPlay speakers.

  20. (19) Develop wireless DLNA speakers.

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(20) Develop wireless audio-video players.

(21) Develop Bluetooth 4.0 power saving devices.

(22) Develop peripheral products of iTV, Smart TV and GTV.

(23) Develop power banks.

(24) Develop sweat-proof sports headsets.

(25) Develop Bluetooth and 2.4Ghz wireless multi-device mice

(26) Develop Bluetooth headsets for NFC devices.

(27) Develop Bluetooth active stylus pens.

(28) Develop SmartGenius APP for setting Genius peripheral products.

(29) Develop wireless Wi-Fi speakers.

(30) Develop stylus pens.

(31) Develop rechargeable wireless mouse.

  • (II) Overview of the Industry

  • Current situation and development of the industry

As China and the emerging countries rise, the focus of global growth is shifting to emerging countries in Latin America, Asia and Central and Eastern Europe. These countries have gradually become the principal market that supports the global economic growth.

From the industrial perspective, the global industry of personal computers in 2020, benefiting from the new economic and social lifestyles brought by remote and stay-at-home economy, has been revived and saw growth which has been absent for years. According to the statistics of the market research company IDC, the annual shipment of desktop and laptop computers and workstations was more than 30 billion sets, an increase by 13.1%, boosting demands for peripheral devices and video image products. Additionally, with the wide spread of the mobile information and various development of the network application, smartphones with touch screen interfaces have replaced conventional cell phones as the mainstream in the market. These portable laptops, tablet computers, and cellphones have also changed the consumption habits of users, prompting the peripheral products to be developed as wireless, more power-saving products. Wireless audio-video connected products are going to be the mainstream of the leisure and entertainment market. With the wide spread of leisure activities, wireless sensing measurement is used in combination with smart mobile devices in sports and healthcare and gradually valued. Therefore, there will be an inevitable need for wireless sensing measurement devices with extremely low power consumption in the future. Samsung has also launched the electromagnetic stylus pens for its smartphones and tablet computers, which will drive a wider application to meet various touch screen technology needs in the market. In addition, mobile devices such as handheld devices and mobile phones have benefited from the widespread use of high-speed Internet connection (5G & Wi-Fi 6) and generated more high-level demands.

With the new trend of Internet TV by Smart TV, the application of computer peripherals has also shifted towards TV platforms. Moreover, as social media rise, there is a need for web cameras during real-time chat, and many consumers use videos to record their life, maintain relationships as well as sharing feelings via Facebook and YouTube, which all stimulate the rapid growth and upgrade of lots of related peripheral equipment.

  1. Relationship between the upstream, midstream and downstream of the industry

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(1) Mouse

Mouse
Upstream Midstream Downstream
CMOS sensor component
Touch screen component
MCU processor
Wireless radio frequency
(RF) module
Printed circuit board
(PCB)
Design and assembly of
mouse
Tablet computer,
desktop, laptop,
distributor, consumer

(2) Wireless keyboard and mouse set

Upstream
CMOS sensor component
MCU processor
Wireless radio frequency
(RF) module
Printed circuit board
(PCB)
Soft PCB
Soft rubber
(3) Web camera
Upstream
CMOS sensor component
Backend master controller
LENS optical camera
AF (autofocus) module
Microphone
(4) Vehicle recorder
Upstream
CCD/CMOS sensor
component
Digital signal processor
(DSP)
LENS optical camera
LCD display screen
Wi-Fi, 3G/4G module
Memory card
Microphone
(5) Memorycard reader
Upstream
Chip for card reader
Memory card adapter
(6) Bluetooth headset
Upstream
Wireless RFIC
Upstream Midstream Downstream
CMOS sensor component
MCU processor
Wireless radio frequency
(RF) module
Printed circuit board
(PCB)
Soft PCB
Soft rubber
Design and assembly of
keyboard and mouse

Desktop, laptop,
distributor, consumer
Upstream Midstream Downstream
CMOS sensor component
Backend master controller
LENS optical camera
AF (autofocus) module
Microphone
Appearance and
structural design,
mechatronic
integration, innovation
differentiation, product
positioning, assembly
Desktop, laptop,
distributor, consumer
Upstream Midstream Downstream
CCD/CMOS sensor
component
Digital signal processor
(DSP)
LENS optical camera
LCD display screen
Wi-Fi, 3G/4G module
Memory card
Microphone
Appearance design,
heat flow processing,
mechatronic
integration, innovation
differentiation, product
positioning, assembly
Smart device,
distributor, car dealer,
consumer
Upstream Midstream Downstream
Chip for card reader
Memory card adapter
Design, assembly and
testing of card reader
Computer system
manufacturer,
distributor, consumer,
memory card
manufacturer
Upstream Midstream Downstream
Wireless RFIC Bluetooth wireless RF Smartphone,tablet

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Baseband processor IC
Speech codec
Power
supply/management
component
Battery
Headset driver
Microphone driver
(7) Speaker
Upstream
Code/DSP audio decoder
Plastic/wood cabinet
Speaker driver
Touch module
Electret
(8) Keyboard
Upstream
Touch module
MCU processor
Wireless radio frequency
(RF)module
Baseband processor IC
Speech codec
Power
supply/management
component
Battery
Headset driver
Microphone driver
module design, audio
frequency design, echo
cancellation design,
assembly, testing,
headset sound quality
adjustment
computer, laptop, cell
phone manufacturer,
distributor, consumer
Upstream Midstream Downstream
Code/DSP audio decoder
Plastic/wood cabinet
Speaker driver
Touch module
Electret
Audio frequency
design, echo
cancellation design,
assembly, testing,
speaker sound quality
adjustment
Smart phone and tablet
computer, speaker
manufacturer,
distributor, consumer
Upstream Midstream Downstream
Touch module
MCU processor
Wireless radio frequency
(RF)module
Assembly of touch
module, production and
testing of wireless RF
module
Smart phone and tablet
computer, desktop,
laptop, distributor,
consumer
  1. Development trends and competition of the products

Recently, the growth of the laptop market has slowed down, mainly because of the popularity of portable iPads and tablet computers of Apple Computer. These products have not only replaced small laptops but also featured convenient wireless mice, and as the technologies have become mature and the prices have fallen, the sales have grown even more significantly. For consumers who only use Internet for browsing and receiving emails instead of editing things, tablet computers are relatively light and easy to use compared to laptops, which has apparently suppressed the market growth of a part of simple laptops and e-books.

Currently, Apple iPad is still in the lead of tablet computers. Tablet computers feature touch screen function, and as Samsung actively launches the use of stylus input, electromagnetic stylus pen technology has also become a trend in addition to the technology of touch screen with fingers. Computer peripheral products such as multi-touch mouse, keyboard, stylus pen, digitizer, and so on, have also consequently been developed. In the future, technology of touch screens that can be controlled with both fingers and stylus pens will be the mainstream of the market. With the great development of touch screen technology, consumers will be enabled to enjoy the touch screen products that are more convenient.

Due to the increasing need for mobile audio-video products, simple wireless connection technology between products that require no connection cables is going to be an important focus of the development. The development of Bluetooth technology widespread in the market, wireless audio-video AirPlay technology by Apple, DLNA technology by anti-Apple alliance and Miracast technology by Wi-Fi Alliance are going to focus on wireless audio-video products for living room, and further expand the scope to audio-video wireless

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connections of all rooms in a house. Also, for the wireless image transfer technology, other wireless alliances give focus on the development of techniques to display clear image while no lagging and applicable at a long distance, etc. With the competition of various wireless connection technologies, mobile audio-video products are definitely going to be the mainstream of the future market.

Furthermore, as smartphones are widely used, there will be a growing need for related peripheral products such as wireless Bluetooth keyboard, headset microphone, wireless Bluetooth headset and wireless Bluetooth portable speaker.

  1. In terms of market competition, the products of the Company’s private brand and the main competitors are as follows:

  2. A. The products of Genius, the Company’s private brand, include computer peripheral products such as wired mouse/keyboard, wireless mouse and keyboard, digitizer, presenter; consumer electronics products such as speaker, headset and game platform equipment; and video image products such as HD/FHD web camera and vehicle recorder. Professional e-sports peripheral product series GX-Gaming has been developed.

  3. B. The main competitors of Genius’ input device products are Logitech, A4 Tech and Trust. Logitech has a complete product line, and with the great variety from its high-end products to low-end ones, it has different market segments. The recent low-price strategies in emerging countries by A4 Tech, Trust and small local businesses in China have also partially influenced Genius.

  4. C. The main competitors of Genius’ audio products (i.e. speakers) are Logitech and regional brands. As for the headset, the main competitors are Philips, Sony and brands from China. Philips and Sony are both world-renowned consumer electronics brands that have lots of products on the market and a wide scope of marketing.

  5. D. The main competitor of Genius’ gaming peripheral products is Logitech. The main competitors of the professional e-sports peripheral product series GX-Gaming are brands such as Razer, Steel Series and Thermaltake.

  6. E. The main competitors of Genius’ vehicle recorder are Mio, Papago and Abee. Russia market is the current main sales territory. HD/FHD or even wireless models are the future trend in addition to the entry-level VGA model.

  7. The marketing focus and competitive advantages of the Company’s private brand Genius are as follows:

  8. A. Channels: The Company mainly distributes products via subsidiaries or clients and agents, and the sales channels include assembly markets, hypermarkets, chain stores, retail, bidding, etc. Key channels are mainly retail of hypermarkets and chain stores, but recently, online shopping has also been included in the Company’s channels.

  9. B. Pricing: The current main products sold via retail channels are mid-end products, and mid-range pricing strategy is adopted. In this way, the Company earns reasonable profits with the distributors while promoting the brand image. As for products sold via small storefronts, they are mostly entry-level and affordable models.

  10. C. Marketing: The marketing strategies of Genius include involvement in

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exhibitions, advertising media, CO-OP funds and marketing developing funds (MDF). Genius has constantly been selected as one of the top 20 brands in Taiwan and won the Taiwan Top 100 Brand award in 2011. In the meantime, various products of Genius won the Taiwan Excellence Award. Besides involvement in exhibitions as well as constant global print and online media exposure, the brand has been promoted through awards by popular electronic media in different countries, too. Meanwhile, the brand has put stress on the employment of the product managers, public relations counselors and channel managers of the major countries and markets, actively taken part in important local festivals, and regularly held distributor meetings, touring exhibitions, sales promotion activities and events on social networks and websites. In addition, a sector for clients to report problems is provided on the website.

  - D. Services: The Company’s headquarters provides after-sales services. At the same time, the Company cooperates with agents around the world in order to give quick response to the calls from consumers and provide immediate repair and replacement services. In terms of warehouse logistics, the Company strives to increase the logistical efficiency while reducing the cost.

  - E. Green design: Products are designed to be green products. The main purpose is to reduce impacts on environment by producing products that meet the requirements for being eco-friendly. Thus, Genius not only implements Bluetooth Low Energy (BLE) technology to cut down power consumption of the products but also applies rechargeable batteries that can be repeatedly used, reducing the environmental impact caused by used batteries.
  • (III) Overview of technology and R&D

  • R&D expense of the most recent year and that of the first quarter in 2021

Item 2020 1stquarter in 2021
Expense amount(NTD Thousand) 2,131 278
Ratio to the operatingrevenue (%) 0.13 0.06
  1. Outcome of research and development
Year Outcome of research and development
From the most recent
year to the date of
publication of the annual
report

1. From January 1, 2020 to April 30, 2021, having 0
new patent applications in total and obtaining 47
domestic and international patents.
2. Technologies or products successfully developed
(1) High resolution gaming mouse
(2) Laser gaming mouse with high quality sensor
(3) Bluetooth 4.0 BLE mouse
(4) Rechargeable lithium-ion battery mouse
(5) 2.1ch subwoofer Bluetooth speaker
(6) Portable Bluetooth 4.1 dual-mode speaker
(7) Bluetooth 4.1 headset
(8) LC active capacitive pen
(9) Pressure-sensitive active capacitive pen
(10) RF wireless LC styluspen
  • (IV) Long-term and short-term business development plans

  • Short-term business development plan

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  • (1) KYE Genius Competitiveness in Technological Innovation

  • A. Touch technology: The touch module has the same function as the conventional mouse scrolling structure. The technology is also applicable to stylus pens, presenters, Bluetooth headsets, and speakers.

  • B. Optical sensing technology: All of our optical and wireless optical mouse detect moving cursors using the optical sensing components developed and improved on our own account. The components ensure more accuracy of the cursor’s moving coordinates. These optical sensing components are also used in our web cameras to detect colors. The appearances and other characteristics of the colors are converted to signals, and the quality of the images are improved effectively using the sensing decoding and other technologies to enhance the accuracy and reliability of the product.

  • C. Wireless technology: We develop short-range or long-range transmission and reception modules and improve the reception quality to reduce power consumption. The 2.4G wireless technology applicable within a longer range is mainly applied to new wireless keyboards and game consoles. We also develop sub-miniature wireless receivers in consideration of the portability. The newly developed ring mice can be used without the need of tabletops or other surfaces. They provide innovative interfaces with the wireless application, environmental protection, compactness, and ergonomics as the core of the design. In addition to winning the German iF and Red Dot awards, the product is patented in Taiwan, China, and the USA. This wireless transmission technology is also used in Bluetooth headsets and provides an interface for smart phone and tablet users to answer calls and listen to music.

  • D. Image signal processing algorithm: We improve the general signal processing algorithm to calculate compensation for interpolation in the capture of camera colors, compress transmission formats, and apply to vehicle recorders and web cameras.

  • E. Sound effect technology: The features and materials of each driver are used efficiently to improve sound quality. We have been dedicated to improving power drivers, power amplification chips, and performance with cooling and resonating spaces as the focus of R&D. We currently combine the DSP technology and loudness compensation, and find a way of application to high-power speakers.

  • F. Electromagnetic resonance technology: The electromagnetic sensing technology can accurately position the cursor and is ideal for CAD drawing software applications and operating control of electronic books. This technology has a wireless and battery pen free design in favor of the environment, and can be used in wireless digitizers.

  • G. Software/firmware design technology: The software and hardware of our products are mainly developed and produced by in-house engineers and are distinct from the competitors in their qualify and function. In particular, the software application (app), SmartGenius, to the introduced recently is an integrating platform on which most of the Genius products can be integrated and communicate with each other in the future.

  • (2) Brand business: Marketing activities will be increased in emerging countries such as petroleum producing countries, raw material supplying countries, and populous countries. They will be extended to retail channels

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by convening regular large distributor meetings, organizing irregular marketing events with retailers, increasing shelf space, and enhancing channel price management.

  1. Long-term business development plan

  2. (1) To seize the new platform application opportunities, such as notebooks, tablets, 2-in-1 tablets, smartphones and Smart TVs, in addition to existing customers and channels of computer peripherals, our business will be extended to cover the channels of computers, communication products, electronic consumables, smartphones, and other large retail channels.

  3. (2) To meet the requirements of the rapid development of the online and TV shopping markets, we are progressively developing online shopping channel of major countries and extend our brand to emerging potential channels.

  4. (3) Focus on the development of emerging markets: We designate local business, sales channel, and PR representatives in selected countries to serve local customers, channels, and media directly. Cross-industry alliance is another approach of us to development of markets.

  5. (4) Manufacture and planning: In addition to the production base in DongGuan, China, contracted manufacturers are available to meet the high demand in peak seasons.

  6. (5) Customer service: The Company continues to cooperate with distributor customers worldwide to provide product technical manuals and components to allow the local customers offering the product after-sales service to protect the customers’ interests.

  7. (6) Sustainable environmental development: Based on the concerns on the issues of sustainable ecological development and fulfillment of our social responsibilities, we make efforts to promote various environmental management systems, such as ISO14001 Environmental Management System and QC 080000 HSF Management System, develop management goals for each environmental protection issue, and review implementation effectiveness on a regular basis to minimize the impact of production, sale, use and disposal of our products on the environment. In addition to establishing environmental management systems, we pay much attention to international environmental protection regulations and requirements with respect to our products. For example, we have introduced green products before EU RoHS & WEEE regulations became effective. In addition to regional and local environmental protection regulations, our products are compliant with relevant EU regulations on recycle of electronic wastes. Likewise, there are similar statutory environmental protection standards in China, the USA, the Middle East, and Russia. Environmental protection is our policy of products. We provide high-quality and environment-friendly products in the European, American and other markets to do our best for the environment.

II. Overview of the market and sales

  • (I) Market analysis

  • Sales regions for main products

verview of the market and sales
arket analysis
Sales regions for main products
verview of the market and sales
arket analysis
Sales regions for main products
verview of the market and sales
arket analysis
Sales regions for main products
Unit: NTD Thousand;%
2020
Sales
%
Year
Location

2019
2020
Sales % Sales %

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Asia 813,399 50.67
558,586

33.79
America 423,671
26.39
555,171
33.58
Europe 337,954
21.05

436,675

26.41
Taiwan 8,229 0.51
61,379
3.71
Others 22,226
1.38

41,458

2.51
Total 1,605,479 100.00
1,653,269
100.00
  1. Market share and future supply, demand and growth in the market

  2. (1) Computer peripherals

  3. A. Mouse

Wired mice of ―excellent quality at reasonable price‖ were introduced several years ago. They are currently sold on the markets in Southeast Asia, Russia, the Middle East, Europe, and Latin America. With the stable technology and popular price, wireless mice are widely accepted and enjoy a boom in demand. The strong development of the online game market drives a high demand for computer e-sports peripherals. Following the boom in 2020, the GX-Gaming mouse and a brand-new series of wirelessly charged mouse is introduced at reasonable price. Environment-friendly chargeable wireless, Bluetooth and e-sports mice in conjunction with integrated distinct products will still be the main contributions to the revenue of mice in 2021.

  • B. Keyboard

Though wired keyboards were the major contribution to the revenue of 2020, the combination of wireless keyboards and mice created more significant percentage in the revenue thanks to the more mature wireless technology and more popular and acceptable price. The demand for wired models dropped slightly. The newly introduced and globally unique smart keyboards drove the sales momentum in 2020. A substantial growth of keyboard revenue and gross profit is expected in 2021.

  • (2) Consumer electronic products

  • A. Speaker

2.0 and 2.1 channel and USB speakers were the major contributions to the growth of the speaker sales in 2020. Market demand in East Europe and Latin American grew significantly. Various Bluetooth wireless speakers, including Bluetooth mini speakers and Bluetooth stereo speakers, with different market positioning statuses were introduced in conformity to the development trend of smartphones and tablets.

E-sports speakers emphasizing subwoofer effect in combination with our e-sports products were introduced in the past years. Bluetooth speakers, USB wood box speakers and mini sound bars were introduced to meet the demand of smart phone and tablet users in consideration of different tablet sizes. Overall planning of the speakers in 2021 aims to meet the demands of young consumers in the market who use handheld devices to create higher growth.

Unlike the Bluetooth to the ―wireless‖ speakers, Wi-Fi connection evolves and initiates a new era of sound systems. With the same convenience of wireless connection, Wi-Fi sound systems allow a wider connection range, output original sound, and provide more operation possibilities. Despite one-on-one or one-to-many applications, only one mobile phone can control multiple Wi-Fi sound devices at the same time

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and users can listen to music in any location.

  • B. Headset/microphone

Population of smartphones and iPad/iPhone devices changes the habit of using headsets among consumers and the ecology of headset microphones. Various models of smart phone headset and Bluetooth microphones were introduced in 2020, and different elements are designed for different user groups of smartphones. Overall, the consumer electronics market will be the focus of headset microphones in 2021.

  • (3) Video images products

  • A. Web camera

HD and FHD were the major products on the web camera market. Ultra-wide-angle models were commonly used in video conferences and will be the mainstream application in the future. In addition to major models, distinct high-end products, such as ultra-wide angle Full HD model, grew to an opposite direction. The remove video requirements arising from the stay-at-home economy, work from home and home-based learning in many countries due to lockdown against COVID-19 in 2020 brought about tremendous market demands and great sales of web cameras. Such a trend is expected to continue in 2021.

  1. Competitive niches as well as favorable and unfavorable factors and countermeasures for our development visions

  2. (1) Favorable factors

  3. A. We have operated the Genius brand for many years and established the world-leading brand image and awareness, exposure, extensive user base, and brand loyalty. Starting from mice, we have gradually added keyboards, speakers/headsets, digitizers, gaming peripherals, and digital video/image products that were the major sources of contributions to our long-term revenue and profit growth. The brand was supported by extension of products, markets and channels as well as technologies. We have been dedicated to transformation in recent years by adding smart imaging products, e-sports peripherals, handheld smart devices and peripherals, smart TV peripherals, and electromagnetic/capacitive dual touch module to our product lines to find a turning point for our further growth.

  4. B. We have become a leading brand company of computer peripherals by positioning our products as premium, convenient, easy-to-use and high quality series at reasonable price. Our business goals are set to the tremendous users of online games on emerging markets and e-sports products. Systematic study and analysis have been conducted with respect to the survey on consumer’s requirement depth. The results are introduced in the internal product development process of the organization to achieve localization of products and marketing of new popular commodities. Channel surveys are conducted to find a way of cross-industry alliance for the Company. We have operated in emerging markets for many years. In addition to keeping maintaining our leading status and competitive advantages, we invest many marketing resources in the development of online shopping channels in China and American markets to facilitate the promotion of our brand.

  5. C. As for the development trend of technological industry, the amazing momentum of tablets and smartphones help them supersede notebooks or

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weaken their growing power. The integration of software, hardware and communication technologies in the application of cloud computing is expected to change the PC ecology in the future. We have recognized the growth potential of tablets several years before and designed new peripherals based on the features of the tablets to make them more convenient and comfortable in portability. As for the optimistic device-changing and touch application opportunities brought about by tablets/smartphones, ultrabooks, Microsoft Win 10 OS platforms, we have introduced touch keyboards, touch mice, stylus pens, external touchpads, digitizers with combined pens and multi-touches, universal portable tablet speakers and headsets, and other distinct products that are selected from our existing product lines and not offered by competitors. These will become the growth momentum of the Company in the future,

  • D. In addition to the core technology and product development capability in the RF, optical touch, digital imaging application and sound fields, we are capable of integrating software, hardware and firmware interfaces for computer peripherals, cameras, and sound output devices. Wireless mice, optical and imaging devices, acoustic and game peripherals were first introduced to the market based on our innovative technology and proprietary patents. We have an insight into the mainstream of the IT technology and provide customers with the convenience of one-stop shopping and total solutions by taking the strategy of developing convenient, easy-to-use, and high quality new products.

  • (2) Disadvantageous factors and countermeasures

  • A. Impact of exchange rate fluctuation in emerging markets on the exporters

The COVID-19 pandemic was the biggest negative factor affecting the global economy in 2020. In 2021, after vaccines are developed and administered in most countries, the pandemic is expected to gradually ease in the second half of the year. However, in the short term, the recovering economy is faced with insufficient production and undersupply of raw materials including IC chips, parts, components, iron, plastics and paper, as well as shortages of materials, workers and containers, cargo spaces and ships for logistics and transportation, which has led to rising costs. In addition, countries around the world have introduced large-scale monetary easing and financial stimulus measures which have caused excessive flows of hot money from capital in the market and resulted in heavy fluctuations in the financial market and exchange rates. Foreign hot money also flowed into Taiwan. In 2020, the NTD hit a record high in 20 years with an increase of NTD1.6 or 2.08%, becoming one of the strongest currencies in the world. The RMB initially depreciated but later appreciated against the USD, with an annual increase of nearly 5%. Since our products are mainly exported, the exchange rate has a close relationship with the gross margin and exchange profit/loss. Due to quoting in USD, the wide-spread marketing territories, especially emerging economies, and the drastic change to the exchange rate of different countries, which affected local purchasing power and product pricing, suppressed the revenue of the Company that aims at emerging markets as the targets of exports. Appreciation of the NTD and RMB has increased costs, impacted gross margin and led to more losses in non-operating exchanges.

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Countermeasures: Continuously speeding up the launch of new products with higher gross profit to reflect the costs, and adopting natural hedges by balancing assets and liabilities in foreign currency to reduce the adverse effect of the drastic changes to the exchange rate.

B. New business trend after the touch era initiated by smart devices

The wave of touch was initiated by smartphones and tablets to substantially affect the demand for low-price notebooks and their growing power. However, the data of the market investigation company Gartner pointed out that the global shipment of smartphones in 2020 dropped to 1.35 billion with an annual decrease of 12.5%. This year (2021), with the easing of the pandemic and new phones being introduced by leading brands, the shipment is likely to recover. 5G, Wi-Fi 6, AI and IoT would be the new remarkable trend of the industry.

Countermeasures: Touch and handwriting input are the mainstream of development and we did not dare to ignore their effect on the products that occupied half of our revenue. Though touch and handwriting input functions will not completely supersede mice and keyboards in the coming years due to limited costs, users’ habits, and convenience in use, we have developed distinct products relevant to new technologies in the hope to catch up with the development trend of the technology. Resources have been invested in the development of new product lines such as sound output devices to reduce the percentage of the mouse and keyboard products in the revenue and minimize potential impact in the future. In addition, we embraced this mainstream by developing a series of external Bluetooth keyboards, speakers, headphones, power banks, and other peripherals for smart devices. We also proactively think about the connection to 5G, Wi-Fi 6, AI and IoT as the new trend of the industry.

C. Serious lack of laborers and continuous rise of labor cost in China

The effect of the One-Child policy and the development of the second-tier cities make the demographic dividend disappear, leading to serious lack of laborers and, as a result, insufficiency of materials in the entire supply chain system. Though companies increase the minimum wage and take on additional shifts, the gap of manpower is not made up. Moreover, the income doubling plan in the new ―Twelve Five-Year Plan‖ requiring an annual wage growth rate of 20% in the coming five years, and the personnel cost related to the five-insurance-one-fund will increase the production cost and affect the orders and shipments. Lack of laborers and continuous rise of labor cost have become a heavy burden to the manufacturers having factories in China.

Countermeasures: China’s transformation to inland economy and the structural change in its population bring about the gap in manpower and rise of the labor cost. These are the general environmental factors that the companies with production bases in China cannot avoid. With these issues that manufacturers and competitors encounter, we promote the ideas of lean production and asset-light strategy, and believe that ongoing improvement in purchase of materials, R&D and design, automated processes, and production efficiency as well as reduction of reliance upon labor and decrease of manufacturing costs are the only way to offset the adverse factors brought about lack of laborers and rise of labor cost. In

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addition, with our unique purchase/outsourcing/contract-out strategies, we proactively seek cooperation with more manufacturers who have cost advantages and contract out part of our production or process to partially transfer the cost to upstream partners.

  • (II) Important purposes and production processes of main products

  • Important purposes of major products

    • (1) Computer peripherals

The peripherals are manly mice, keyboards, digitizers, presenters, etc. Mice are used to control the cursor for clicking and operating on the computer. Keyboards are used for typing to input data. Digitizers can be used for handwriting and drawing purposes, and large-sized ones can be used for engineering drawing. Presenters can be used not only as a pointer during the presentation, but also to operate the volume of the computer speakers and switch pages.

  • (2) Consumer electronic products

The products are mainly speakers, headphones, game platform equipment, and service robots. Speakers and headphones are the sound output devices mainly for music or video applications: Speaker products are classified into 2 Channel, 2.1 Channel, 5.1 Channel and single speakers, e-sports speakers, and wireless speakers, or classified by material into with plastic and wood case speakers. If classified by method of use, there are dedicated speakers for PCs, notebooks, TVs, smartphones, and tablets as well as portable speakers. Headphone products include music headphones and headsets for instant calls, smartphones and gaming. If classified by wearing method, there are over-ear, neckband, earbud, and in-ear headphones.

The new-generation professional e-sports GX-Gaming series can be used in conjunction with different game software applications and is ideal for professional players to go through the levels and achieve the goal.

(3) Video Images products

Video Images products are web cameras that can be used for face-to-face taking and video conference via the Internet or connected with smart home concepts.

  1. Production process

  2. (1) Computer peripherals

  3. A. Mouse/Tablet

==> picture [377 x 120] intentionally omitted <==

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

Material
preparation
SMT (surface technology)mount Insertion Warehousing Unit assembly Unit software function test Unit exterior inspection Packing
OOBA
insertion Warehousing
IQC
IPQC
FQC & OOBA
----- End of picture text -----

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B. Card reader

==> picture [378 x 115] intentionally omitted <==

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

Material
IQC preparation
IPQC SMT (surface technology)mount SMT function test backhaInsertion/welding n d Warehousing Unit assembly Unit software function test Unit exterior inspection Packing
FQC & inspectionOOBA Warehousing
OOBA
----- End of picture text -----

  • (2) Video Images products DV, DSC, DVR & Web CAM

==> picture [379 x 103] intentionally omitted <==

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

Material
preparation
SMT (surface technology)mount SMT function test Sensor & lens cleaning Sensor & lens assembly Bad/word pixelFocus/ test Unit assembly Unit exterior inspection Packing
inspectionOOBA Warehousing
IQC
IPQC
FQC & OOBA
----- End of picture text -----

  • (III) Supply status of main materials
Products
category
Major component Source and Supply
Computer
peripherals
(mouse/tablet)
IC, SENSOR, PCB,
FPC, ASIC, COIL,
RES, CAP, SWITCH,
OPTICAL SENSOR,
PLASTIC
INJECTION, METAL
Parts
1. Supply was possible and stable both
domestically and overseas. RF/MCU ICs
and sensors were sources of long lead
time. Strategic partnership was
established with major suppliers or
strategic purchase plans were developed
to lower the cost and meet the
requirements of shipment.
2. Domestic strategic partnership was
established with Pixart to supply optical
sensor ICs in the hope of improving cost
competitiveness and significantly shorten
the deliverytime.
Computer
peripherals (card
reader)

ASIC, Connector,
PCB, Metal parts,
Cable, RES, CAP,
Plastic Injection
1. Strategic partnership was established
with Realtek to ensure stable supply of
ASICs. Shortening the delivery time and
―quality first‖ were the cores of the
partnership.
2. Other components such as connectors and
PCBs were supplied in China to lower the
cost and meet the CSR/EICC indicators.
The distance to the production base was
approximately1 hour bycar.
Video images
products (DV,
DSC,DVR
CCD, LENS, Light
source, ASIC,
MOTOR,PCB,IC,
1. Both strategies of internal manufacture
and purchase were adopted to effectively
adjust the bottleneck of high and low

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Products
category
Major component Source and Supply
and Web CAM) ROLLER, RES, CAP,
C-MOS SENSOR IC,
BACKEND IC, LCD
PANEL, PLASTIC
INJECTION, METAL
seasons, stabilize the sources of purchase,
and ensure complying with the shipping
plan.
2. In consideration of the rising
international oil, copper, and iron price
and the affected rising trend of the plastic
material/hardware, we coordinated with
suppliers to work together during such
tough times and continuously engage in
innovation of processes and improvement
of efficiency to lower the cost.
3. Supply was possible and stable both
domestically and overseas. ASICs and
ICs had long lead time. Transfer of goods
from domestic and overseas markets was
conducted and coordination was made
with specific suppliers for long-term
supply of goods. Strategic partnership
was established with domestic and
overseas sensor IC, backend IC, lens, and
LCD panel manufacturers to ensure cost
advantage and stable source of supply.
4. More suppliers were contracted to lower
the risk.

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  • (IV) Names of the customers representing more than 10% of the total purchase (sales) in any of the most recent two years, the amounts and percentages of their purchases (sales) and the reasons for change in increase/decrease

  • Data of suppliers from representing more than 10% of the total Company purchases in any of the most recent two years:

Unit: NTD Thousand

Unit: NTD Thousand Unit: NTD Thousand Unit: NTD Thousand
Item 2019 2020 UntilQ1 of 2021
Name Amount Ratio to
annual net
procurement
(%)
Relationship
with the issuer
Name Amount Ratio to
annual net
procurement
(%)
Relationship
with the
issuer
Name Amount Ratio to
annual net
procurement
(%)
Relationship
with the
issuer
1 APICAL
ELECTRONICS (HK)
279,609
31.30

None
TRIUMPH 230,643
23.76

None
JOVIAL 62,600
22.36

None
2 TRIUMPH 67,726
7.58

None

APICAL
ELECTRONICS (HK)
208,413
21.47

None
APICAL
ELECTRONICS (HK)
42,595
15.21

None
3

None
JOVIAL 17,223
1.77

None
TRIUMPH 41,864
14.95

None
4 Others 546,026
61.12


Others 514,327
53.00

Others 132,899
47.48

Netprocurement 893,361
100.00


Netprocurement 970,606
100.00

Netprocurement 279,958
100.00

  1. Reasons for change with respect to major suppliers:

The amount of purchase from the suppliers was changed to meet the business development and market requirements.

  1. Data of customers to which the sales exceeded 10% of the Company’s total sales in any of the most recent two years:

Unit: NTD Thousand

Unit: NTD Thousand Unit: NTD Thousand Unit: NTD Thousand
Item 2019 2020 UntilQ1 of 2021
Name Amount Ratio to
annual net
sales (%)
Relationship
with the
issuer
the issuer

Name
Amount Ratio to
annual net
sales (%)
Relationship
with the
issuer
the issuer
Name Amount Ratio to
annual net
sales (%)
Relationship
with the
issuer
1 JES 435,643
27.13

None
JES 256,672
15.53

None
JES 46,990
10.87

None
2 Others 1,169,836
72.87

Others 1,396,597
84.47

Others 385,227
89.13

Net sales 1,605,479
100.00

Net sales 1,653,269
100.00

Net sales 432,217
100.00

  1. Reason of change with respect to major customers: None

-73-

(V) Production value in the most recent two years

Table of production value in the most recent two years

Unit: Thousand sets; NTD Thousand

Unit: Thousand sets;NTD Thousand Unit: Thousand sets;NTD Thousand Unit: Thousand sets;NTD Thousand
Year
Mainproduct
2019 2020
Productio
n capacity
Production
volume

Production
value
Production
capacity

Production
volume
Production
value
Computer
peripherals
5,059
5,059

409,812

5,651

5,651

469,462
Consumer electronic
products
215
215

55,077

709

709

152,202
Video Images
products
0
0

0

0

0

0
Others 451
451

16,972

532

532

18,707
Total 5,725
5,725

481,861

6,892

6,892

640,371

Note 1: Production capacity stands for the output that the Company can achieve using existing equipment and under normal operation in consideration of required downtime, holiday, and other factors.

Note 2: The production capacity and volume of each product is represented in thousand sets. The volume less than a thousand sets is expressed by rounding off.

(VI) Sales value in the most recent two years

Table of sales value in the most recent two years

Unit: Thousand sets; NTD Thousand

Unit: Thousand sets;NTD Thousand Unit: Thousand sets;NTD Thousand Unit: Thousand sets;NTD Thousand Unit: Thousand sets;NTD Thousand

**II. **
Year
Main product

2019
2020
Domestic market Export Domestic market Export
Quantity Value Quantity Value Quantity Value Quantity Value
Computer
peripherals
2
219
7,172
909,225
0
0

8,333

1,015,318
Consumer electro
products
n
0

0

120

23,983
0
0

61

10,782
Video Images
products
19 19,653
452

626,661
47 58,842
1,016

541,820
Others 436 21,242
532

4,496
458 21,547
16

4,960
Total 457 41,114
8,276

1,564,365
505 41,114
9,426

1,572,880
Note: The sales volume of each product is represented in thousand sets. The volume less than a
thousand sets is expressed by rounding off.
The number, average years of service, average age and distribution of
educational level of employees in service for the most recent two years and up
untilthe date of printing of the annual report
Year 2019 2020 Until April 30, 2021
Number of
employees
Adm. personnel 139 128 118
R&D personnel 14 12 9
Direct personnel 47 36 34
Total 200 176 161
Average age 40 41 42
Average years of service 9.12 9.67 10.21
Distribution of
educational level
(%)
Doctoral Degree 0.00 0.00 0.00
Master’s degree 6.00 5.68 5.59
University/college 53.50 58.52 58.39
High school 17.00 18.18 17.39
Below high school 23.50 17.62 18.63

III. The number, average years of service, average age and distribution of educational level of employees in service for the most recent two years and up until the date of printing of the annual report

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IV. Information on environmental protection expenditure

  • (I) The amount of losses and fines that the Company suffered due to environmental pollution in the most recent year up to the publication date of this annual report: None.

  • (II) Future countermeasures:

  • Improvements to be taken

    • (1) We introduce a green electronic information and communication platform to enhance our capability and efficiency in management of hazardous substances toward suppliers. It helps R&D personnel and suppliers recognize and review green components to achieve the goal of source management.

    • (2) We install XRF and IC ion chromatograph and other halogen-free product testing devices to meet the requirements of the international leading companies for halogen-free products. We also establish control specifications and testing processes for halogen-free products in accordance with the international standard (IEC).

  • Effect of improvement

    • (1) Effect on gross operating profit

Though the green process brings a higher production cost, we apply this process completely to meet the development trend of the world, and maintain the original profitability by conducting continuous improvement under TQM despite the affected gross profit in a short time.

  • (2) Effect on competitiveness

Since the raw materials and consumables used by the Company meet the requirements of RoHS and WEEE, our products are recognized by international leading companies. They trust us and place orders to us for production under DTO or OEM. Ongoing R&D and innovation of processes are very helpful for us to spread our international reputation and improve our competitive status again.

  • (3) Effect on corporate image

We introduced the Hazardous Substance Process Management system (IECQ QC 080000) in 2006 to build our proper hazardous substance management and process control capability. In addition, we manage to save the cost, reduce the risk, and enhance the corporate green competitiveness by operating this management system.

  • (III) Adherence to relevant requirements of EU RoHS.

  • We have products directly or indirectly sold to Europe or involved in the regulations regarding EU RoSH.

  • We have completely implemented product transformation in accordance with EU’s RoHS.

  • The products of the Company have acquired the environmental certification of green products from following companies or organizations:

    • (1) Recognized by international leading companies of Microsoft, HP, Acer, Asus and Foxconn.

    • (2) The IECQ QC 080000 HSPM system certificate was received in October 2006.

    • (3) All the facilities, processes, inspection specifications and control points meet the EU regulations on environmental protection. We have OEM/ODM mass production experience and the yield rate meets the

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requirements of the customer.

  1. We proactively promote the ideas of green design and management in accordance with EU’s RoHS and WEEE directives. Design is reviewed at the development phase of new products to ensure they are designed in conformity to environmental regulations.

  2. We continuously acquire SVHC-related information required by EU’s REACH regulations via green supply chain management, and assess the compliance of our products to REACH.

  3. V. Labor-management relations

  4. (I) Various employee welfare measures, continuous education, training, retirement systems and their implementation status; agreements between employers and employees and various measures for protecting the interests of employees

  5. Welfare measures

General welfare measures are executed by the welfare committee. For domestic travels, gifts for three festivals, birthday parties, etc., the welfare committee members elected among the employees are responsible for planning and execution based on the revenue and budget of the current year. The grants supporting the cash for three festivals, marriages, funerals, festivities, hospitalization, group recreation activities, and other welfare grants in 2020 amounted to about NTD1,760,000.

  1. Continuing education and training systems

The training strategy of the Company combines the corporate strategy plans, organizational reforms, and core competitive to improve the customer value, build employee value, and create organizational value. The requirements for growth of the organization and individual are taken into account when educational training is planned and executed. In addition to the facets of ―organizational development strategies,‖ ―core competencies,‖ and ―corporate culture,‖ educational training is designed in conformity to the annual goals of the Company, the R&D of products, and the development trend of the market.

In addition to standardize the training process (ISO9001 certified), we designate dedicated personnel to build the educational training system and take the responsibility for its management and execution in order to provide a professional educational training system. We started to build up our completive strength internally and promote KYE’s corporate culture in 2008 to respond to the rapid change of the external environment and march forward to the goal of sustainable business operation. We are dedicated to build a learning organization to improve the organizational learning capability, promote learning as an inherent DNA of KYE folks, accumulate human capital, and enhance the competitiveness of the organization.

The implementation effectiveness of the Company’s educational training in 2020 is described below:

Internal training
session
Internal training
man-hour
External training
man-hour
Total educational
training expenses
(NTD)
6 62 36 16,300
  1. Post-employment benefits

(1) Defined contribution plans

The pension system specified in the ―Labor Pension Act‖ adopted by the Company and domestic subsidiaries is the defined pension appropriation plan

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managed by the government. A pension equal to 6% of an employee’s monthly wage shall be appropriated to the individual labor pension account at the Bureau of Labor Insurance. The subsidiaries in Mainland China shall be subject to relevant local pension insurance system and shall annually appropriate a fixed percentage of the salary as the pension to the designated responsible institution. The Company and subsidiaries recognized the amounts that must be appropriated in accordance with the percentage specified in the defined appropriation plans of 2020 and 2019. The total amounts recognized in the consolidated statement of comprehensive income in 2020 and 2019 were NTD3,679,000 and NTD3,919,000, respectively.

  • (2) Defined benefit plan

The Company is subject to the retirement pension system specified in the ―Labor Standards Act.‖ The system defines the payment of pension. Two bases are given for each full year of service rendered if an employee has seniority of no more than 15 years. For the rest of the years over 15 years, one base is given for each full year of service rendered. The total number of bases shall be no more than 45. The years of service rendered and the average wage of 6 months (base) prior to the approved retirement date shall be the reference for calculation of the pension to be paid to the employee. We appropriate 2% of the total wage of an employee as the labor pension fund every month and remit the amount to the labor pension reserve funds account at the Bank of Taiwan in the name of the Labor Pension Fund Supervisory Committee. Before the end of each year, if the assessed balance in the account is inadequate to make a full payment of pensions to the employees who may meet the retirement conditions in the next year, we will make up the difference in one appropriation before the end of March the following year. The account is managed by the Bureau of Labor Funds, Ministry of Labor and we do not have the right to influence the investment management strategies.

  • (II) Any losses that the Company suffered due to labor disputes in the most recent two years up to the publication date of this annual report and any estimated amount and countermeasures that might occur currently or in the future: None

VI. Important contracts

Nature of contract Parties Duration Main contents Restrictive
covenants
Patent License
Agreement
MS From June 2005 to the expiration
date agreed by both parties.
Acquisition of a patent
license for the Tilt
Wheel Function.
Confidentiality
Agreement
Patent License
Agreement
MS From January 2006 to the
expiration date agreed by both
parties.
Acquisition of a patent
license for the U2 Tech
DetectiveFunction.
Confidentiality
Agreement
Patent Portfolio
License for DVB-T,
MPEG-2, MPEG-4
Visual
MPEG LA,
LLC
2008.1.29-2010.12.31. The
contract is automatically extended
for another 5-year term when it
expires.
Acquisition of patent
licenses for DVB-T,
MPEG-2, MPEG-4 of
MPEG LA.
None
Contract
Manufacturing
Agreement
JC
Development
Co., Ltd.
2009.12.01–2012.12.01. The
contract is automatically extended
for another one-year term when it
expires.
OEM manufacturing of
project products.
Confidentiality
Agreement

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General Purchasing
Agreement
Philips
Consumer
Lifestyle
International
B.V.
2009.12.17–2010.12.17. The
contract is automatically extended
for another one-year term when it
expires.
OEM manufacturing of
project products.
Confidentiality
Agreement
JIT Procurement
Agreement
Inventec Co.,
Ltd.
2009.06.26–2010.06.25. The
contract is automatically extended
for another one-year term when it
expires.
OEM manufacturing of
project products.
Confidentiality
Agreement
Hardware Product
Purchase
Agreement
HP 2012.1.10–2015.01.09. The
contract is automatically extended
for another one-year term when it
expires.
OEM manufacturing of
project products.
Confidentiality
Agreement

VII. Relevant certificates received from the competent authority by the personnel related to the transparency of financial information

The Company’s Accounting Officer meets the qualifications specified by the laws and has passed the chief accounting officer certification of the Accounting Research and Development Foundation. The Audit Officer has passed the QIA certification of the ROC.

VIII. Code of conduct or ethics for employees

  • (I) Integrity is the main focus of the Company’s business operations and corporate culture.

  • (II) Our new employees must sign the ―Employment Commitment Letter‖ and observe the code of ethics in Chapter 2 of the ―Code of Service for Employees‖ in the Company’s Personnel Regulations, and the details are as follows: The Company’s employees shall faithfully perform their duties, comply with all laws and the Company’s regulations, obey instructions from chief officers of all levels, and observe the following principles:

  • The Company’s employees shall work conscientiously, take good care of public property, reduce consumption, improve quality, increase production in the Company, and keep any information regarding business or work confidential regarding the public.

  • For work and business matters, the Company’s employees shall report them in accordance with the related procedures without bypassing their chief officers except for emergency or specific situations.

  • The employees shall not see their relatives or friends or be absent without leave during work hours without permission. If the employee needs to receive visitors for reasonable matters, he/she shall see them in a specific reception room.

  • The employees shall not bring any dangerous items specified in the Controlling Guns, Ammunition and Knives Act or any recording devices, or inflammable or explosive materials not related to the Company’s production or business into the work premises.

  • The employees shall not take away any public property or read any documents, letters, designs and drawings, or information not handled thereby without permission.

  • Except for leave of absence, the employees shall be on duty at the specified time and punch in/out in person without doing so by asking others or on behalf of them, and shall not be absent without leave.

  • The employees shall not refuse to obey their assignment to any works for its business’s needs without legitimate reasons as long as the employment contract

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is not violated, employee remuneration and other employment conditions are not changed in an unfavorable way for the employees, and they have adequate competence to perform such work.

  1. The employees shall wear ID badges during work hours and regulation safety gear in other working premises. If an employee loses his/her ID badge, he/she shall apply for reissuance and pay a fee according to the regulations.

  2. The employees shall put documents or materials in order before getting off duty, and shall return their ID badges, business cards, seals, tools, materials, appliances, and individually borrowed items before leaving their present employment.

  3. The employees shall not enter into any contracts (e.g. distribution contracts, agency contracts, license contracts) in the name of the Company unless being authorized in writing by the Company. the Company.

  4. The employees shall not establish any loan relationship in private with any suppliers or clients of the Company in any form and receive any improper gains, as well as engaging in any behavior of offering or accepting a bribe.

  5. The employees shall comply with the management rules established by the Company and be responsible, under criminal and civil laws, for compensating all damages directly or indirectly incurred by the Company due to the employees’ behavior regarding the embezzlement of properties, gross negligence, or violation of rights and interests of the Company or individuals during the employment period.

  6. During the employment (engagement) period, all the information, inventions and creations (including the reformed version thereof) developed or designed solely by an employee or jointly with other employees are the properties of KYE Systems Corp. Relevant personnel shall be obligated to assist the Company in obtaining related intellectual property rights and providing R&D-related materials. The Company’s employees shall not apply for a patent or copyright for the aforementioned inventions or creations without the written consent of the Company. If an employee applies to any country for a patent or copyright for products related to the Company’s business within six months after leaving their present employment, and the subject of the application is deemed a product created by the employee during his/her employment in the Company, the employee shall transfer the patent of the subject to the Company.

  7. During employment, the Company’s employees shall not, without the written consent of the Company, actively or passively disclose any business secrets obtained or known directly or indirectly due to functions, regional connections, or relations with others to any third party, including any companies, groups, or individuals in any way with or without compensation, and shall also not pry about or steal any business secrets for their own interests. The business secrets of the Company are as follows:

  8. (1) All materials, regulations, rules and records, contracts and data, and the information about technologies or patents, including unpublished patents.

  9. (2) All business information, for example, sales plans of products, advertisement plans, customers information, company’s sales performance, product costs.

  10. (3) All financial and personnel information, such as the company’s financing, asset investment plans, financial books, plans for personnel changes, salaries, etc.

  11. (4) Any other documents stamped with a ―Confidential‖ notation by the

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Company or any other items and regulations kept confidential by the Company.

  • (5) All the business secrets of other companies or parties which have entered into confidentiality agreements with the Company.

  • The employees shall not quote from the Company’s information in their own articles or publish such articles by others unless a written approval from the Company is obtained, and shall promise that they will never disclose or steal the above mentioned business secrets in any case after leaving their present employment, including providing services for other companies, starting an enterprise, or entering into partnership with others.

  • The employees promise that their employment in the Company does not violate any contract obligations to previous companies.

  • The employees guarantee that they will never use other companies’ intellectual property rights or business secrets in their current work or disclose them to any third party.

  • If the employees perform any behaviors violating their commitments with knowledge of the clauses and business secrets mentioned above, they shall be responsible for all compensation and damages under criminal and civil laws

IX. Procedures for handling material insider information

  • (I) The Company’s ―Procedures for Handling Material Insider Information‖ and ―Scope of Material Insider Information‖ were established and approved by the Broad of Directors in December 2008, and disclosed under the internal administrative regulations on the Company’s internal website and the Important Regulations section of Investor Information on the public website for all employees, managers and directors to follow.

  • (II) The Company conducts educational promotions relevant to the Procedures and related laws and regulations for directors, managers and employees at least once a year. The auditors follow the compliance and prepare an audit report on a regular basis to avoid non-compliance and insider trading by the relevant personnel.

X. Measures for protection of the working environment and employees’ safety

Classification
Item
Description
Employees’
safety
Building safety
management
1. We have implemented the annual building high-voltage power
maintenance, elevator maintenance twice a month, monthly
generation test for generator sets, monthly maintenance and overhaul
for air conditioning, seasonal maintenance and overhaul for fire
protection equipment, cleaning and water quality inspection for
water power every six months, and other regular equipment
maintenance plans to maintain the employees’ safety.
2. We have commissioned professional companies to clean the building
daily and perform sterilization every six months.
3. We have commissioned qualified security companies to perform
access control and maintain security.
Disaster
prevention and
response measures
response measures


1. We have divided the personnel into groups to conduct fire escape
training and rehearsals of disaster prevention and responses every six
months in collaboration with the local fire protection bureaus.
2. The Company performs in accordance with the ―Crisis Management
Plan for Business Disruption‖ to prevent and mitigate the situations
of business disruption and endangering personal safety due to any
emergencies or disasters.
Employee Social insurance 1. All employees are covered by labor and health insurance in
accordance with the law and insurance bracket.

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Classification
Item
Description
insurance 2. All personnel dispatched overseas are covered by social insurance
pursuant to the local laws.
Group insurance All employees are covered by life insurance, accident insurance,
medical insurance for accidents, medical insurance, cancer insurance,
and occupational accident insurance.
Travel insurance We have employees going on a business trip additionally covered by
travel insurance (including flight insurance) to ensure their personal
safetyduringthe business trip.
Physical and
mental health

Medical check-up
We have commissioned qualified medical institutions to perform
regular medical check-ups as required by the law and requested the
department of health/health center to appoint personnel to supervise the
process in order to maintain thequalityof medical check-ups.
Medical care The resources from district hospitals and medical center hospitals have
been combined.
Sexual harassment
prevention
The Company has incorporated the Regulations of Sexual Harassment
Prevention into the employee work rules and assigned dedicated
personnel to organize the Sexual Harassment Prevention Committee to
deal with related matters.
Educational trainin gWe provide courses related to emotional management, stress reduction
training, interpersonal communication, occupational harassment
prevention,occupational injury prevention,etc.
Others 1. The Company forbids smoking in office areas and has jointly
organized the smoking cessation group with the department of
health/health center to provide smoking cessation consultation and
medical services.
2. We have commissioned fire protection bureaus to conduct regular
CPR emergency rescue training for employees every six months.
3. We provide the company store employees with employee welfare
measures, such as activities for three festivals, domestic and overseas
travel, employee birthday parties, scholarships, cash gifts to the
elderly for Double Ninth Festival, employee cafeteria, subsidies for
weddings, funerals, and hospitalization, medical care, and other
projects.
4. We encourage employees toparticipate in club activities.

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Chapter 6.Financial Overview

I. Condensed balance sheet and statement of comprehensive income for the most recent five years

  • (I) Condensed balance sheet for the most recent five years

Condensed Balance Sheet

Condensed Balance Sheet Condensed Balance Sheet Condensed Balance Sheet
Unit: NTD Thousand
Financial
information
up to March
31 of the
current year
(Note 2)


















Year
Item
Financial information for the mos t recent fiveyears Financial
information
up to March
31 of the
current year
(Note 2)
2016 2017 2018 2019 2020
(Note 1)
Current assets 1,883,118 1,744,107 1,350,903 1,519,358 1,439,614
Property, plant and
equipment
434,863 429,291 425,829 423,189 421,949
Intangible ass ets 0 0 0 0 0
Other assets 2,855,739 2,653,588 2,612,891 1,620,551 1,445,739
Total assets 5,173,720 4,826,986 4,389,623 3,563,098 3,307,302
Current
liabilities
Before
distribution
1,217,539 1,125,367 958,824 272,171 274,474
After
distribution
1,217,539 1,196,167 1,005,732 365,986 (註1)
Non-current liabilities 354,932 284,661 293,916 61,272 63,726
Total
liabilities
Before
distribution
1,572,471 1,410,028 1,252,740 333,443 338,200
After
distribution
1,572,471 1,480,828 1,299,648 427,258 (註1)
Share capital 2,820,985 2,435,385 2,345,385 2,345,385 2,245,285
Capital
reserves
Before
distribution
586,770 570,189 503,164 456,206 382,898
After
distribution
586,770 504,689 456,256 362,391 (註1)
Retained
earnings
Before
distribution
507,902 562,210 949,083 857,381 1,001,996
After
distribution
507,902 556,910 949,083 857,381 1,001,996
Other equity (77,001) (113,622) (660,749) (429,317) (661,077)
Treasurystocks (237,407) (37,204) 0 0 0
Total equity Before
distribution
3,601,249 3,416,958 3,136,883 3,229,655 2,969,102
After
distribution
3,601,249 3,346,158 3,089,975 3,135,840 (註1)

Note 1: The disbursement of cash dividends from capital reserves for 2020 was implemented after the resolution made in the annual shareholders’ meeting for 2021.

Note 2: Since 2013, the Company has adopted the International Financial Reporting Standards (IFRS). The financial statements for Q1 of 2021 were not prepared.

-82-

Condensed Consolidated Balance Sheet

Unit: NTD Thousand

Year
Item
Year
Item
Financial information for the mos Financial information for the mos Financial information for the mos t recent fiveyears t recent fiveyears Financial
information
up to March
31 of the
current year
(Note 2)
2016 2017 2018 2019 2020
(Note 1)
Current assets 2,793,369 2,394,035 1,885,276 1,967,621 1,946,772 1,937,657
Property, plant and
equipment
781,513 640,315 618,370 494,591 666,311 659,617
Intangible ass ets 0 0 0 0 0 0
Other assets 2,005,131 2,110,090 2,161,191 1,365,474 1,084,459 1,183,937
Total assets 5,580,013 5,144,440 4,664,837 3,827,686 3,697,542 3,781,211
Current
liabilities
Before
distribution
1,440,279 1,208,915 1,043,730 340,973 371,187 302,960
After
distribution
1,440,279 1,279,715 1,090,638 434,788 (註1) (註1)
Non-current liabilities 471,139 475,027 452,296 222,024 324,180 422,030
Total
liabilities
Before
distribution
1,911,418 1,683,942 1,496,026 562,997 695,367 724,990
After
distribution
1,911,418 1,754,742 1,542,934 656,812 (Note 1) (Note 1)
Equity attributable to the
owner ofparent company
3,601,249 3,416,958 3,136,883 3,229,655 2,969,102 3,023,262
Share capital 2,820,985 2,435,385 2,345,385 2,345,385 2,245,285 2,245,285
Capital
reserves
Before
distribution
586,770 570,189 503,164 456,206 382,898 382,898
After
distribution
586,770 504,689 456,256 362,391 (Note 1) (Note 1)
Retained
earnings
Before
distribution
507,902 562,210 949,083 857,381 1,001,996 1,052,433
After
distribution
507,902 556,910 949,083 857,381 1,001,996 1,052,433
Other equity (77,001) (113,622) (660,749) (429,317) (661,077) (657,354)
Treasurystocks (237,407) (37,204) 0 0 0 0
Non-controllingequity 67,346 43,540 31,928 35,034 33,073 32,959
Total equity Before
distribution
3,668,595 3,460,498 3,168,811 3,264,689 3,002,175 3,056,221
After
distribution
3,668,595 3,389,698 3,121,903 3,170,874 (Note 1) (Note 1)

Note 1: The disbursement of cash dividends from capital reserves for 2020 was implemented after the resolution made in the annual shareholders’ meeting for 2021.

Note 2: Since 2013, the Company has adopted the International Financial Reporting Standards (IFRS). The consolidated balance sheet up to March 31, 2021 has been audited by CPA Yao-Lin Huang and Han-Ni Fang of Deloitte Taiwan.

-83-

(II) Condensed statement of comprehensive income for the most recent five years

Condensed Statement of Comprehensive Income

Unit: NTD Thousand;EPS unit: NTD
Financial information for the most recent fiveyears
Financial
information
up to March
31 of the
current year
(Note 2)
2016
2017
2018
2019
2020
2,772,057
1,882,696
1,450,867
985,434
1,224,519

485,999
387,601
313,876
275,224
341,718

69,666
72,679
52,885
89,876
172,300

(341,703)
(19,429)
69,362
79,962
8,917

(272,037)
53,250
122,247
169,838
181,217

(299,580)
48,429
95,159
151,480
146,236

0
0
0
0
0

(299,580)
48,429
95,159
151,480
146,236

(412)
(30,742)
(269,057)
(11,750)
(241,567)

(299,992)
17,687
(173,898)
139,730
(95,331)

(1.09)
0.19
0.40
0.65
0.64
Unit: NTD Thousand;EPS unit: NTD
Financial information for the most recent fiveyears
Financial
information
up to March
31 of the
current year
(Note 2)
2016
2017
2018
2019
2020
2,772,057
1,882,696
1,450,867
985,434
1,224,519

485,999
387,601
313,876
275,224
341,718

69,666
72,679
52,885
89,876
172,300

(341,703)
(19,429)
69,362
79,962
8,917

(272,037)
53,250
122,247
169,838
181,217

(299,580)
48,429
95,159
151,480
146,236

0
0
0
0
0

(299,580)
48,429
95,159
151,480
146,236

(412)
(30,742)
(269,057)
(11,750)
(241,567)

(299,992)
17,687
(173,898)
139,730
(95,331)

(1.09)
0.19
0.40
0.65
0.64
Unit: NTD Thousand;EPS unit: NTD
Financial information for the most recent fiveyears
Financial
information
up to March
31 of the
current year
(Note 2)
2016
2017
2018
2019
2020
2,772,057
1,882,696
1,450,867
985,434
1,224,519

485,999
387,601
313,876
275,224
341,718

69,666
72,679
52,885
89,876
172,300

(341,703)
(19,429)
69,362
79,962
8,917

(272,037)
53,250
122,247
169,838
181,217

(299,580)
48,429
95,159
151,480
146,236

0
0
0
0
0

(299,580)
48,429
95,159
151,480
146,236

(412)
(30,742)
(269,057)
(11,750)
(241,567)

(299,992)
17,687
(173,898)
139,730
(95,331)

(1.09)
0.19
0.40
0.65
0.64
Unit: NTD Thousand;EPS unit: NTD
Financial information for the most recent fiveyears
Financial
information
up to March
31 of the
current year
(Note 2)
2016
2017
2018
2019
2020
2,772,057
1,882,696
1,450,867
985,434
1,224,519

485,999
387,601
313,876
275,224
341,718

69,666
72,679
52,885
89,876
172,300

(341,703)
(19,429)
69,362
79,962
8,917

(272,037)
53,250
122,247
169,838
181,217

(299,580)
48,429
95,159
151,480
146,236

0
0
0
0
0

(299,580)
48,429
95,159
151,480
146,236

(412)
(30,742)
(269,057)
(11,750)
(241,567)

(299,992)
17,687
(173,898)
139,730
(95,331)

(1.09)
0.19
0.40
0.65
0.64
Unit: NTD Thousand;EPS unit: NTD
Financial information for the most recent fiveyears
Financial
information
up to March
31 of the
current year
(Note 2)
2016
2017
2018
2019
2020
2,772,057
1,882,696
1,450,867
985,434
1,224,519

485,999
387,601
313,876
275,224
341,718

69,666
72,679
52,885
89,876
172,300

(341,703)
(19,429)
69,362
79,962
8,917

(272,037)
53,250
122,247
169,838
181,217

(299,580)
48,429
95,159
151,480
146,236

0
0
0
0
0

(299,580)
48,429
95,159
151,480
146,236

(412)
(30,742)
(269,057)
(11,750)
(241,567)

(299,992)
17,687
(173,898)
139,730
(95,331)

(1.09)
0.19
0.40
0.65
0.64
Unit: NTD Thousand;EPS unit: NTD
Financial information for the most recent fiveyears
Financial
information
up to March
31 of the
current year
(Note 2)
2016
2017
2018
2019
2020
2,772,057
1,882,696
1,450,867
985,434
1,224,519

485,999
387,601
313,876
275,224
341,718

69,666
72,679
52,885
89,876
172,300

(341,703)
(19,429)
69,362
79,962
8,917

(272,037)
53,250
122,247
169,838
181,217

(299,580)
48,429
95,159
151,480
146,236

0
0
0
0
0

(299,580)
48,429
95,159
151,480
146,236

(412)
(30,742)
(269,057)
(11,750)
(241,567)

(299,992)
17,687
(173,898)
139,730
(95,331)

(1.09)
0.19
0.40
0.65
0.64
Year
Item
Financial information for the most recent fiveyears Financial
information
up to March
31 of the
current year
(Note 2)
2016 2017 2018 2019 2020
Operatingrevenue 2,772,057 1,882,696 1,450,867 985,434 1,224,519
Gross operating profit 485,999 387,601 313,876 275,224 341,718
Operating profit and loss 69,666 72,679 52,885 89,876 172,300
Non-operatingrevenue and expenses (341,703) (19,429) 69,362 79,962 8,917
Netprofit(loss)before tax (272,037) 53,250 122,247 169,838 181,217
Net profit of continuing operations
for theyear
(299,580) 48,429 95,159 151,480 146,236
Net loss (after tax) of discontinued
operations
0 0 0 0 0
Netprofit(loss)for theyear (299,580) 48,429 95,159 151,480 146,236
Other comprehensive income (after
tax)for theyear
(412) (30,742) (269,057) (11,750) (241,567)
Total comprehensive income for the
year
(299,992) 17,687 (173,898) 139,730 (95,331)
EPS(Note 1) (1.09) 0.19 0.40 0.65 0.64

Note 1: From 2016 to 2017, the amount of EPS was that after retroactive adjustment.

Note 2: Since 2013, the Company has adopted the International Financial Reporting Standards (IFRS). The financial statements for Q1 of 2021 were not prepared.

-84-

Condensed Consolidated Statement of Comprehensive Income

Unit: NTD Thousand;EPS unit: NTD
Financial information for the most recent fiveyears
Financial
information up
to March 31 of
the current
year
(Note 2)
2016
2017
2018
2019
2020
3,650,107
2,330,824
2,019,780
1,605,479
1,653,269
431,782
690,141
501,300
448,293
455,092
515,571
122,833
(163,466)
(59,760)
(41,320)
53,281
161,795
54,839
(112,510)
106,926
161,578
121,911
22,877
5,920
(275,976)
47,166
120,258
175,192
184,672
60,759
(314,113)
42,233
95,119
154,664
146,905
50,516
0
0
0
0
0
0
(314,113)
42,233
95,119
154,664
146,905
50,516
(2,081)
(30,927)
(257,994)
(12,312)
(241,637)
3,564
(316,194)
11,306
(162,875)
142,352
(94,732)
54,080
(299,580)
48,429
95,159
151,480
146,236
50,446
(14,533)
(6,196)
(40)
3,184
669
70
(299,992)
17,687
(173,898)
139,730
(95,331)
54,169
(16,202)
(6,381)
11,023
2,622
599
(89)
(1.09)
0.19
0.40
0.65
0.64
0.22
Unit: NTD Thousand;EPS unit: NTD
Financial information for the most recent fiveyears
Financial
information up
to March 31 of
the current
year
(Note 2)
2016
2017
2018
2019
2020
3,650,107
2,330,824
2,019,780
1,605,479
1,653,269
431,782
690,141
501,300
448,293
455,092
515,571
122,833
(163,466)
(59,760)
(41,320)
53,281
161,795
54,839
(112,510)
106,926
161,578
121,911
22,877
5,920
(275,976)
47,166
120,258
175,192
184,672
60,759
(314,113)
42,233
95,119
154,664
146,905
50,516
0
0
0
0
0
0
(314,113)
42,233
95,119
154,664
146,905
50,516
(2,081)
(30,927)
(257,994)
(12,312)
(241,637)
3,564
(316,194)
11,306
(162,875)
142,352
(94,732)
54,080
(299,580)
48,429
95,159
151,480
146,236
50,446
(14,533)
(6,196)
(40)
3,184
669
70
(299,992)
17,687
(173,898)
139,730
(95,331)
54,169
(16,202)
(6,381)
11,023
2,622
599
(89)
(1.09)
0.19
0.40
0.65
0.64
0.22
Unit: NTD Thousand;EPS unit: NTD
Financial information for the most recent fiveyears
Financial
information up
to March 31 of
the current
year
(Note 2)
2016
2017
2018
2019
2020
3,650,107
2,330,824
2,019,780
1,605,479
1,653,269
431,782
690,141
501,300
448,293
455,092
515,571
122,833
(163,466)
(59,760)
(41,320)
53,281
161,795
54,839
(112,510)
106,926
161,578
121,911
22,877
5,920
(275,976)
47,166
120,258
175,192
184,672
60,759
(314,113)
42,233
95,119
154,664
146,905
50,516
0
0
0
0
0
0
(314,113)
42,233
95,119
154,664
146,905
50,516
(2,081)
(30,927)
(257,994)
(12,312)
(241,637)
3,564
(316,194)
11,306
(162,875)
142,352
(94,732)
54,080
(299,580)
48,429
95,159
151,480
146,236
50,446
(14,533)
(6,196)
(40)
3,184
669
70
(299,992)
17,687
(173,898)
139,730
(95,331)
54,169
(16,202)
(6,381)
11,023
2,622
599
(89)
(1.09)
0.19
0.40
0.65
0.64
0.22
Unit: NTD Thousand;EPS unit: NTD
Financial information for the most recent fiveyears
Financial
information up
to March 31 of
the current
year
(Note 2)
2016
2017
2018
2019
2020
3,650,107
2,330,824
2,019,780
1,605,479
1,653,269
431,782
690,141
501,300
448,293
455,092
515,571
122,833
(163,466)
(59,760)
(41,320)
53,281
161,795
54,839
(112,510)
106,926
161,578
121,911
22,877
5,920
(275,976)
47,166
120,258
175,192
184,672
60,759
(314,113)
42,233
95,119
154,664
146,905
50,516
0
0
0
0
0
0
(314,113)
42,233
95,119
154,664
146,905
50,516
(2,081)
(30,927)
(257,994)
(12,312)
(241,637)
3,564
(316,194)
11,306
(162,875)
142,352
(94,732)
54,080
(299,580)
48,429
95,159
151,480
146,236
50,446
(14,533)
(6,196)
(40)
3,184
669
70
(299,992)
17,687
(173,898)
139,730
(95,331)
54,169
(16,202)
(6,381)
11,023
2,622
599
(89)
(1.09)
0.19
0.40
0.65
0.64
0.22
Unit: NTD Thousand;EPS unit: NTD
Financial information for the most recent fiveyears
Financial
information up
to March 31 of
the current
year
(Note 2)
2016
2017
2018
2019
2020
3,650,107
2,330,824
2,019,780
1,605,479
1,653,269
431,782
690,141
501,300
448,293
455,092
515,571
122,833
(163,466)
(59,760)
(41,320)
53,281
161,795
54,839
(112,510)
106,926
161,578
121,911
22,877
5,920
(275,976)
47,166
120,258
175,192
184,672
60,759
(314,113)
42,233
95,119
154,664
146,905
50,516
0
0
0
0
0
0
(314,113)
42,233
95,119
154,664
146,905
50,516
(2,081)
(30,927)
(257,994)
(12,312)
(241,637)
3,564
(316,194)
11,306
(162,875)
142,352
(94,732)
54,080
(299,580)
48,429
95,159
151,480
146,236
50,446
(14,533)
(6,196)
(40)
3,184
669
70
(299,992)
17,687
(173,898)
139,730
(95,331)
54,169
(16,202)
(6,381)
11,023
2,622
599
(89)
(1.09)
0.19
0.40
0.65
0.64
0.22
Unit: NTD Thousand;EPS unit: NTD
Financial information for the most recent fiveyears
Financial
information up
to March 31 of
the current
year
(Note 2)
2016
2017
2018
2019
2020
3,650,107
2,330,824
2,019,780
1,605,479
1,653,269
431,782
690,141
501,300
448,293
455,092
515,571
122,833
(163,466)
(59,760)
(41,320)
53,281
161,795
54,839
(112,510)
106,926
161,578
121,911
22,877
5,920
(275,976)
47,166
120,258
175,192
184,672
60,759
(314,113)
42,233
95,119
154,664
146,905
50,516
0
0
0
0
0
0
(314,113)
42,233
95,119
154,664
146,905
50,516
(2,081)
(30,927)
(257,994)
(12,312)
(241,637)
3,564
(316,194)
11,306
(162,875)
142,352
(94,732)
54,080
(299,580)
48,429
95,159
151,480
146,236
50,446
(14,533)
(6,196)
(40)
3,184
669
70
(299,992)
17,687
(173,898)
139,730
(95,331)
54,169
(16,202)
(6,381)
11,023
2,622
599
(89)
(1.09)
0.19
0.40
0.65
0.64
0.22
Year
Item
Financial information for the most recent fiveyears Financial
information up
to March 31 of
the current
year
(Note 2)
2016 2017 2018 2019 2020
Operatingrevenue 3,650,107
2,330,824
2,019,780 1,605,479 1,653,269 431,782
Gross operating profit 690,141
501,300
448,293 455,092 515,571 122,833
Operating profit and loss (163,466) (59,760) (41,320) 53,281 161,795 54,839
Non-operatingrevenue and expenses (112,510) 106,926 161,578 121,911 22,877 5,920
Netprofit(loss)before tax (275,976) 47,166 120,258 175,192 184,672 60,759
Net profit of continuing operations for
theyear
(314,113)
42,233
95,119 154,664 146,905 50,516
Net loss (after tax) of discontinued
operations
0
0
0 0 0 0
Netprofit(loss)for theyear (314,113) 42,233 95,119 154,664 146,905 50,516
Other comprehensive income (after
tax)for theyear
(2,081)
(30,927)
(257,994) (12,312) (241,637) 3,564
Total comprehensive income for the
year
(316,194)
11,306
(162,875) 142,352 (94,732) 54,080
Net profit attributable to owner of the
parent company
(299,580)
48,429
95,159 151,480 146,236 50,446
Net profit attributable to
non-controllingequity
(14,533)
(6,196)
(40) 3,184 669 70
Total comprehensive income
attributable to the owner of the parent
company
(299,992)
17,687
(173,898) 139,730 (95,331) 54,169
Total comprehensive income
attributable to non-controllingequity
(16,202)
(6,381)
11,023 2,622 599 (89)
EPS(Note 1) (1.09) 0.19 0.40 0.65 0.64 0.22

Note 1: From 2016 to 2017, the amount of EPS was that after retroactive adjustment.

Note 2: Since 2013, the Company has adopted the International Financial Reporting Standards (IFRS). The consolidated statement of comprehensive income for Q1 of 2021 has been audited by CPAs Yao-Lin Huang and Han-Ni Fang of Deloitte Taiwan.

(III) CPAs and their audit opinions for the most recent five years

Year CPA Firm CPA Audit Opinion Remarks
2016 Deloitte & Touche Taiwan
Mei-Hui Wu, Yi-Chun
Wu

Unqualified opinion
-
2017 Deloitte & Touche Taiwan
Mei-Hui Wu, Yi-Chun
Wu

Unqualified opinion (emphasis
of matters and other matters) –
use of other CPAs’ audit
(review) reports and separation
of duties
-
2018 Deloitte & Touche Taiwan
Mei-Hui Wu, Yi-Chun
Wu

Unqualified opinion
-
2019 Deloitte & Touche Taiwan
Mei-Hui Wu, Yao-Lin
Huang

Unqualified opinion
-
2020 Deloitte & Touche Taiwan
Mei-Hui Wu, Yao-Lin
Huang

Unqualified opinion
-

-85-

II. Financial analysis for the most recent five years

Financial Analysis of Financial Statements

Financial Analysis of Financial Statements Analysis of Financial Statements Analysis of Financial Statements Analysis of Financial Statements Analysis of Financial Statements
Analysis item Year
Financial analysis for the most recent fiveyears
Financial
information up
to March 31 of
the current year
(Note 2)
2016 2017 2018 2019 2020
Financial
structure (%)
Ratio of liabilities to assets 30.39 29.21
28.54

9.36

10.23

Ratio of long-term capital to
property, plant and equipment

883.63

848.48

785.83

763.17

703.67

Solvency % Current ratio 154.67
154.98

140.89
558.24
524.50

Quick ratio 132.69 125.78
126.18

494.62

461.88

Times interest earned (92.36) 6.89 13.26
20.00

788.90

Operating
ability
Receivables
turnover
ratio
(times)

6.41

6.47

7.13

6.95

12.47

Average collection days 57
56

51

53

29
Inventory
turnover
ratio
(times)

8.20

5.15

5.10

4.88

5.44

Payables turnover ratio(times) 5.28
5.90

6.14

3.99

5.42

Average sales days 45
71

72

75

67

Property, plant and equipment
turnover ratio(times)

6.32

4.36

3.39
2.32
2.90

Total
asset
turnover
ratio
(times)

0.52

0.38

0.31

0.25

0.36

Profitability Return on assets(%) (5.62) 1.12
2.24

3.85

4.26

Return on equity (%) (7.68) 1.38
2.90

4.76

4.72

Ratio of net profit before tax
topaid-in capital(%)

(9.64)
2.19
5.21

7.24

8.07

Netprofit margin(%) (10.81) 2.57
6.56

15.37

11.94

EPS(NTD) (Note 1) (1.09) 0.19 0.40
0.65

0.64

Cash flow Cash flow ratio(%) 29.42
(16.61)
12.65
59.74

101.14

Cash flow adequacyratio(%) 308.68
141.56

112.94

132.65

101.49

Cash reinvestment ratio(%) 7.81
(6.35)
1.92
3.40

5.77

Leverage Operatingleverage 3.57
3.04

3.19
1.94
1.54

Financial leverage 1.04
1.14

1.23

1.11

1.00

Reasons for changes in financial ratios for the most recent two years (variations above 20%):
(1) Times interest earned: It was mainly due to the year-on-year growth of net profit before tax and a significant decrease in
the bank loan interest expense in 2020.
(2) Receivables turnover ratio (times): It was mainly due to growth in revenues and good control over accounts receivable
in 2020.
(3) Average collection days: It was mainly due to growth in revenues and good control over accounts receivable in 2020.
(4) Payables turnover ratio (times): It was mainly due to the increase in purchasing as a result of the year-on-year growth of
revenue in 2020.
(5) Property, plant and equipment turnover ratio (times): It was mainly due to the year-on-year growth of revenue of 2020.
(6) Total asset turnover ratio (times): It was mainly due to the year-on-year growth of revenue of 2020.
(7) Net profit margin: It was mainly due to the year-on-year increase in revenue and the year-on-year decrease in net profit
after tax of 2020.
(8) Cash flow ratio: It was mainly due to the year-on-year increase in cash inflow from operations and the slight increase in
current liabilities of 2020 from 2019.
(9) Cash flow adequacy ratio (%): It was mainly due to the decrease in net cash inflow from operating activities in the most
recent five years.
(10) Cash reinvestment ratio: It was mainly due to the year-on-year increase in cash inflow from operations of 2020.
(11) Operating leverage: It was mainly due to the year-on-year growth of operating profit and significant decrease of interest
expense in 2020.

Note 1: From 2016 to 2017, the amount of EPS was that after retroactive adjustment.

Note 2: Since the Company did not prepare the financial statements for Q1 of 2021, the calculation was impossible. Note 3: Since 2013, the Company has adopted the International Financial Reporting Standards (IFRS).

-86-

Financial Analysis of Consolidated Financial Statements

Analysis item Year
Financial analysis for the most recent fiveyears Financial analysis for the most recent fiveyears Financial analysis for the most recent fiveyears Financial analysis for the most recent fiveyears Financial analysis for the most recent fiveyears Financial
informatio
n up to
March 31
of the
current
year
current
year,
as of
March 31
(Note 2)
2016 2017 2018 2019 2020
Financial
structure (%)
Ratio of liabilities to assets 34.25 32.73 32.07 14.71 18.81 19.17
Ratio of long-term capital to property,
plant and equipment
505.46 598.17 568.20 673.21 480.11 509.05
Solvency % Current ratio 193.95 198.03 180.63 577.06 524.47 639.58
Quick ratio 164.13 173.55 162.07 506.20 442.95 536.76
Times interest earned(Note 2) (24.78) 4.85 10.15 14.75 54.44 49.41
Operating
ability
Receivables turnover ratio(times) 6.80 7.50 9.33 10.75 14.71 14.77
Average collection days 54 49 39 34 25 25
Inventoryturnover ratio(times) 4.86 4.57 5.64 5.73 4.67 4.55
Payables turnover ratio(times) 3.98 3.85 4.97 5.33 7.29 12.36
Average sales days 75 80 65 64 78 80
Property, plant and equipment turnover
ratio(times)
4.67 3.64 3.25 3.23 2.47 2.59
Total asset turnover ratio(times) 0.65 0.45 0.43 0.42 0.44 0.45
Profitability Return on assets(%) (4.97) 1.09 2.15 3.81 3.97 1.38
Return on equity (%) (7.68) 1.38 2.90 4.76 4.72 1.68
Ratio of net profit before tax to paid-in
capital(%)
(9.78) 1.94 5.13 7.47 8.22 2.71
Netprofit margin(%) (8.22) 2.08 4.74 9.47 8.90 2.95
EPS(NTD) (Note 1) (1.09) 0.19 0.40 0.65 0.64 0.22
Cash flow Cash flow ratio(%) 17.90 (20.35) 22.20 70.88 42.80 (29.11)
Cash flow adequacyratio(%) 240.68 198.10 172.34 293.93 114.06 48.03
Cash reinvestment ratio(%) 6.67 (12.06) 5.60 5.66 1.95 (7.02)
Leverage Operatingleverage (Note 3) (Note 3) (Note 3) 5.15 2.35 8.22
Financial leverage 0.94 0.83 0.76 1.31 1.03 1.02
Reasons for changes in financial ratios for the most recent two years (variations above 20%):
(1)
Ratio of liabilities to assets: It was mainly due to the disposal of investment property to pay back short-term and long-term
loans in 2019.
(2)
Ratio of long-term capital to property, plant and equipment: It was mainly due to the purchase of property by subsidiaries
in 2020.
(3)
Times interest earned: It was mainly due to the year-on-year growth of net profit before tax and a decrease in the interest
expense in 2020.
(4)
Receivables turnover ratio (times): It was mainly due to growth in revenues and good control over accounts receivable in
2020.
(5)
Average collection days: It was mainly due to growth in revenues and good control over accounts receivable in 2020.
(6)
Payables turnover ratio (times): It was mainly due to the increase in purchasing as a result of the year-on-year growth of
revenue in 2020.
(7)
Average sales days: It was mainly due to the increase in purchasing as a result of the growth of revenue in 2020.
(8)
Property, plant and equipment turnover ratio: It was mainly due to the purchase of property by subsidiaries in 2020.
(9)
Cash flow ratio: It was mainly due to the year-on-year decrease in cash inflow from operations and the significant increase
in current liabilities of 2020.
(10) Cash flow adequacy ratio (%): It was mainly due to the decrease in net cash inflow from operating activities in the most
recent five years.
(11) Cash reinvestment ratio: It was mainly due to the year-on-year decrease in cash inflow from operating activities and
increase in cash dividend in 2020.
(12) Operating leverage: It was mainly due to the significant increase in the operating profit in 2020 from the previous year.
(13) Financial leverage: It was mainly due to the year-on-year increase in operating profit and the year-on-year decrease in
interest expense in 2020.

Note 1: From 2016 to 2017, the amount of EPS was that after retroactive adjustment.

Note 2: The information was calculated based on the CPA-reviewed consolidated financial statements for Q1 of 2021. Note 3: The ratio was either zero or negative.

Note 4: Since 2013, the Company has adopted the International Financial Reporting Standards (IFRS). The calculation formulas are as follows:

-87-

  1. Financial structure

  2. (1) Ratio of liabilities to assets= Total liabilities / total assets.

  3. (2) Ratio of long-term funds to property, plant and equipment = (Total equity + non-current liabilities) / net property, plant and equipment.

  4. Solvency

  5. (1) Current ratio = Current assets / current liabilities.

  6. (2) Quick ratio = (Current assets – inventory – prepayment) / current liabilities.

  7. (3) Times interest earned = Net profit before income tax and interest expenses/ interest expenses for the year.

  8. Operating ability

  9. (1) Receivables (including accounts receivable and notes receivable from operations) turnover ratio= Net sales / average of accounts receivable (including accounts receivable and notes receivable from operation) balance.

  10. (2) Average collection days = 365 / receivables turnover ratio.

  11. (3) Inventory turnover ratio = Cost of sales / average inventory.

  12. (4) Payables (including accounts payable and notes payable from operation) turnover ratio= Cost of sales / average of accounts payable (including accounts payable and notes payable from operation) balance.

  13. (5) Average sales days = 365 / inventory turnover ratio.

  14. (6) Property, plant and equipment turnover ratio= Net sales / average net property, plant and equipment.

  15. (7) Total asset turnover ratio= Net sales / average total assets.

  16. Profitability

  17. (1) Return on assets = [Profit and loss after tax + interest expense × (1- tax rate)] / average total assets.

  18. (2) Return on equity = Profit and loss after tax / average total equity.

  19. (3) Net profit margin = Profit and loss after tax / net sales.

  20. (4) EPS = (Profit and loss attributable to the owner of parent company – dividends from preferred shares) / weighted average number of outstanding shares.

  21. Cash flow

  22. (1) Cash flow rate = Net cash flow from operating activities / current liabilities.

  23. (2) Net cash flow adequacy ratio = Net cash flow from operating activities in the most recent five years / (capital expenditure + increase in inventory + cash dividends) in the most recent five years.

  24. (3) Cash reinvestment ratio = (Net cash flow from operating activities – cash dividends) / (gross of property, plant and equipment + long-term investment + other non-current assets + operating funds).

  25. Leverage

  26. (1) Operating leverage = (Net operating revenue – variable costs and expenses of operations) / operating profit.

  27. (2) Financial leverage = Operating profit/ (operating profit- interest expenses).

-88-

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

Audit Committee’s Review Report

The Company’s 2020 business report, financial statements and proposal for profit distribution were prepared and submitted by the Board of Directors, and the financial statements were audited by Deloitte Taiwan with an audit report issued thereafter. The review of the above-mentioned business report, financial statements and proposal for profit distribution by the Audit Committee did not find any inconsistencies. Therefore, in accordance with the Securities and Exchange Act and the Company Act, we hereby present this report for further examination.

Audit Committee Convener: Hung-Tsu Hsu

March 25, 2021

-89-

IV. The financial statements of the most recent year

Independent Auditors’ Report

To KYE Systems Corp.:

Audit Opinions

We audited the consolidated balance sheets of KYE Systems Corp. and subsidiaries as of December 31, 2020 and 2019, the consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flow for the period from January 1 to December 31, 2020 and 2019, and the notes to consolidated financial statements (including the summary of significant accounting policies).

In our opinion, the said consolidated financial statements were prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and the International Financial Reporting Standards, International Accounting Standards, interpretations and the statements of interpretation approved and released by the Financial Supervisory Commission, and thus presented fairly, in all material aspects, the consolidated financial position of KYE Systems Corp. and subsidiaries as of December 31, 2020 and 2019, and consolidated business performance and cash flow for the period from January 1 to December 31, 2020 and 2019.

Basis of Audit Opinions

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the generally accepted auditing standards. Our responsibilities under such standards are further described in the ―Responsibilities of Accountants for the Audit of Consolidated Financial Statements‖ section in this report. We were independent of KYE Systems Corp. and subsidiaries in accordance with the Norms of Professional Ethics for Certified Public Accountants and fulfilled our other responsibilities thereunder. We believe that we acquired sufficient and appropriate audit evidence to use as the basis of our audit opinions.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the individual financial statements of KYE Systems Corp. and subsidiaries for the year of 2020. Such matters were addressed during the overall audit of the consolidated financial statements and the process of forming the audit opinions, and thus we did not provide opinions separately towards such matters.

The key audit matters in the consolidated financial statements of KYE Systems Corp. and subsidiaries for the year of 2020 are as follows:

Occurrence of recognition of sales revenue

The sales revenue of KYE Systems Corp. and subsidiaries in 2020 was higher than that in 2019, and the sales revenue from certain sales customers in the current year saw a significant increase from that in the previous year. Since the amount and proportion thereof are a matter of significance, we have deemed the occurrence of recognition of the sales revenue from that certain sales customers to be a key audit matter of the individual financial statements of KYE Systems Corp. and subsidiaries for 2020. For the accounting policy on recognition of revenue, see Notes 4 and 22 to the consolidated financial statements.

The audit procedures we performed for the above-mentioned key audit matter included understanding and testing of the design and implementation effectiveness of the internal controls related to the recognition of sales revenue. We analyzed the reasons for change in the amount of the sales revenue from the above-mentioned sales customers. We conducted an audit by sampling the transaction details of the sales revenue from the above-mentioned sales customers. We also reviewed the relevant shipment certificates and payment receipts to confirm the occurrence of the sales revenue. We reviewed whether there were significant sales returns or discounts subsequently on the part of the above-mentioned sales customers.

Other Matters

KYE Systems Corp. has prepared the individual financial statements for 2020 and 2019, and an audit report with unqualified opinions was issued by us for reference.

Responsibilities of the Management and Governing Bodies for Consolidated Financial Statements

The management was responsible for preparation of the consolidated financial statements with fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, interpretations and the statements of interpretation approved and released by the Financial Supervisory Commission and maintaining the necessary internal control related to preparation of the consolidated financial statements to ensure that the consolidated financial statements were free of material misstatement due to fraud or errors.

-90-

During preparation of the consolidated financial statements, the management was also responsible for evaluating KYE Systems Corp. and subsidiaries’ ability as a going concern, disclosure of the relevant matters and application of the going concern basis of accounting unless the management intended to make KYE Systems Corp. and subsidiaries enter into liquidation or terminate their operations, or there was no other actual and feasible solutions other than liquidation or termination of their operations.

KYE Systems Corp. and subsidiaries’ governance unit (including the Audit Committee) was responsible for supervising the financial reporting procedures.

CPA’s responsibility for the audit of the consolidated financial statements

The purpose of our audit of the consolidated financial statements is to obtain reasonable assurance about whether the consolidated financial statements were free of material misstatements due to fraud or error, with an audit report issued thereafter. Reasonable assurance means high assurance. However, it cannot be guaranteed that no material misstatement contained in the consolidated financial statements will be discovered during an audit conducted in accordance with generally accepted auditing standards. Any misstatement may be due to fraud or error. A misstatement is deemed material if the individual or aggregate amount misstated is reasonably expected to affect the economic decisions made by users of the consolidated financial statements.

We used our professional judgment to be skeptical during the audit conducted based on the generally accepted auditing standards. We also performed the following tasks:

  1. We identified and assessed the risk of any misstatement in the consolidated financial statements due to fraud or error, designed and implemented response measures suitable for the evaluated risks, and acquired sufficient and appropriate audit evidence to use as the basis of our audit opinions. Since fraud may involve collusion, forgery, omission on purpose, fraudulent statements or violation of internal control, we did not find that the risk of misstatement due to fraud was higher than the same due to errors.

  2. We understood the internal control related to the audit to an extent necessary to design audit procedures applicable to the current circumstance. However, the purpose of such work was not to express opinions towards the effectiveness of KYE Systems Corp. and subsidiaries’ internal control.

  3. We evaluated the appropriateness of the accounting policies adopted by the management and the rationality of the accounting estimates and relevant disclosures made by the management.

  4. We drew a conclusion about the appropriateness of the application of the going concern basis of accounting by the management and whether the event or circumstances which might cause major doubts about KYE Systems Corp. and subsidiaries’ ability as a going concern had any material uncertainty. If any material uncertainty was deemed to exist in such event or circumstance, we must provide a reminder in the consolidated financial statements for the users to pay attention to the relevant disclosure therein, or amend our audit opinions when such disclosure was inappropriate. Our conclusion was based on the audit evidence obtained as of the date of this audit report. However, future events or circumstances might result in a situation where KYE Systems Corp. and subsidiaries would no longer have the ability as a going concern.

  5. We evaluated the overall presentation, structure, and contents of the consolidated financial statements (including relevant notes), and whether the consolidated financial statements presented relevant transactions and events fairly.

  6. We acquired sufficient and appropriate audit evidence of the financial information of the entities comprising the Group to provide opinions towards the consolidated financial statements. We were responsible for guidance, supervision and implementation in relation to the Group’s audit cases and formation of audit opinions for the Group.

The matters for which we communicated with the governing bodies include the planned

audit scope and time, as well as major audit findings (including the significant deficiencies of the internal control identified during the audit).

We also provided a declaration of independence to the governing bodies, which assured that we complied with the requirements related to independence in the Norm of Professional Ethics for Certified Public Accountant, and communicated all relationships and other matters

-91-

(including relevant protective measures) which we deemed to be likely to cause an impact on the independence of CPAs to the governing bodies.

The key audit matters in the audit of the consolidated financial statements of KYE Systems Corp. and subsidiaries for 2020 were determined by us from the matters addressed in our communication with the governing bodies. We specified such matters in the audit report except when public disclosure of certain matters was prohibited by related laws or regulations, or in very exceptional circumstances, we determined not to cover such matters in the audit report as we could reasonably expect that the negative impact of the coverage would be greater than the public interest brought.

Deloitte Taiwan CPA Mei-Hui Wu CPA Yao-Lin Huang Approval No. from the Securities and Approval No. from the Financial Supervisory Futures Commission Commission Tai-Cai-Zheng-Liu-Zi No. 0920123784 Jin-Guan-Zheng-Shen-Zi No. 1060004806

March 25, 2021

-92-

KYE Systems Corp. and Subsidiaries Consolidated Balance Sheet December 31, 2020 and 2019

Unit: NTD thousand

Code

1100
1110
1120
1170
1197
1200
130X
1470
11XX

1517
1550
1600
1755
1760
1840
194D
1990
15XX
1XXX

Code

2170
2200
2230
2280
2320
2399
21XX

2540
2570
2580
2640
2670
25XX
2XXX

3110
3200
3310
3320
3350
3300
3400
31XX
36XX

3XXX
Asset
Current assets
Cash and cash equivalents (Notes 4 and 6)
Financial assets measured at fair value through profit or loss – current
(Notes 4 and 7)
Financial assets measured at fair value through other comprehensive
income – current (Notes 4 and 8)
Notes and accounts receivable (Notes 4, 9 and 22)
Finance leases receivable – current (Notes 4 and 10)
Other receivables (Note 4)
Inventory (Notes 4 and 11)
Other current assets
Total current assets
Non-current assets
Financial assets measured at fair value through other comprehensive
income – non-current (Notes 4, 8, and 13)
Investment under the equity method (Notes 4 and 13)
Property, plant and equipment (Notes 4, 14 and 29)
Right-of-use assets (Notes 4 and 15)
Investment property – net (Notes 4, 16 and 29)
Deferred income tax assets (Notes 4 and 24)
Finance leases receivable – non-current (Notes 4 and 10)
Other non-current assets (Notes 4 and 30)
Total non-current assets
Total assets
Liabilityand equity
Current liabilities
Notes and accounts payable (Notes 18 and 28)
Other payables (Note 19)
Current income tax liabilities (Notes 4 and 24)
Lease liabilities – current (Notes 4, 15 and 28)
Long-term loans maturing within one year (Notes 17 and 29)
Other current liabilities
Total current liabilities
Non-current liabilities
Long-term loans (Notes 17 and 29)
Deferred income tax liabilities (Notes 4 and 24)
Lease liabilities – non-current (Notes 4, 15 and 28)
Net defined benefit liabilities – non-current (Notes 4 and 20)
Other non-current liabilities – others (Note 4)
Total non-current liabilities
Total liabilities
Equity attributable to the owner of the parent company (Note 21)
Share capital
Common stock
Capital reserves
Retained earnings
Legal reserves
Special reserves
Undistributed earnings (losses to be covered) (Notes 4, 8 and 13)
Total retained earnings
Other equity (Notes 4, 8 and 13)
Total equity of the owner of parent company
Non-controlling equity
Total equity
Total liabilities and equity
December 31,2020 December 31,2020 %
38
-
1
4
-
-
7
3
53
6
8
18
1
9
3
-
2
47
100
4
2
1
1
-
2
10
6
1
1
1
-
9
19
61
10
11
12
4
27
18
)
80
1
81
100
December 31,2019 December 31,2019
Amount
$ 1,403,681
1,713
43,724
126,219
8,159
4,735
264,415
94,126
1,946,772
199,242
286,435
666,311
46,541
337,099
118,889
8,783
87,470
1,750,770
$ 3,697,542
$ 145,870
97,499
24,264
30,604
8,095
64,855
371,187
229,905
24,554
34,481
31,654
3,586
324,180
695,367
2,245,285
382,898
428,064
429,317
144,615
1,001,996
661,077
)
2,969,102
33,073
3,002,175
$ 3,697,542
Amount
$ 1,484,681
-
71,056
97,197
4,378
9,354
222,782
78,173
1,967,621
375,520
284,928
494,591
91,301
369,143
141,022
10,093
93,467
1,860,065
$ 3,827,686
$ 139,801
119,046
3,345
35,456
-
43,325
340,973
100,000
16,688
70,831
31,723
2,782
222,024
562,997
2,345,385
456,206
452,988
496,095
91,702
)
857,381
429,317
)
3,229,655
35,034
3,264,689
$ 3,827,686
%
















(
















(
















(

(














(

(


39
-
2
2
-
-
6
2
51
10
8
13
2
10
4
-
2
49
100
4
3
-
1
-
1
9
3
-
2
1
-
6
15
61
12
12
13
3
)
22
11
)
84
1
85
100

The attached notes are part of the consolidated financial statements.

Chairman: Shih-Kun Tso

Manager: Shih-Kun Tso

Accounting Manager: An-Min Kao

-93-

KYE Systems Corp. and Subsidiaries Consolidated Statement of Comprehensive Income January 1 to December 31, 2020 and 2019

Unit: NTD thousand; EPS unit: NTD

Code
Operating revenue (Notes 4, 22
and 28)
4100
Sales revenue

4800
Other operating revenues

4000
Total operating
revenues
Operating costs
5110
Cost of sales (Notes 4, 11,
23 and 28)
5000
Total operating costs
5900
Operating gross profit

Operating expenses (Notes 4, 9,
20 and 23)
6100
Marketing expenses
6200
Administrative expense
6300
R&D expense
6450
Expected profit on reversal
of credit impairment
6000
Total operating
expenses
6900
Net operating profit

Non-operating revenue and
expense
7020
Other profits and losses
(Notes 4, 23 and 32)
7060
Share of profit/loss of
associates under equity
method (Notes 4 and 13)
2020 %

99
1

100

69

69

31


6

15

-
-

21

10


2

-
2019
Amount
$ 1,643,434
9,835

1,653,269

1,137,698

1,137,698

515,571

106,373
253,154
2,131

7,882
)
353,776

161,795

28,407
1,224
%






(














100

-
100

72

72

28

9

16

-

-

25

3

4
(
2 )

(Continued to next page)

-94-

(Continued from previous page)

Code
7100
Interest income (Note 4)

7215
Profit (loss) on disposal of
investment property
(Notes 4 and 16)
7510
Interest expense (Notes 4
and 28)
7670
Impairment loss (Notes 4,
13 and 16)
7000
Total of other
non-operating
revenues and
expenses
7900
Net profit before tax
7950
Income tax expense (Notes 4 and
24)
8200
Net profit in the year

Other comprehensive income
(Note 4)
Titles not reclassified as
profit or loss:
8311
Remeasurement of the
defined benefits
plan (Note 20)
8316
Unrealized profit/loss
on valuation of
investment in
equity instruments
measured at fair
value through other
comprehensive
income
8320
Share of other
comprehensive
income of
associates under
the equity method
(Note 13)
8349
Income tax relating to
non-reclassified
items (Note 24)
8310
2020 %

-
(
1 )

-

-


1


11

2


9


-
(
11 )
(
1 )
(
2
)
(
14
)
2019
Amount
$ 8,954
(
9,000 )
(
4,156 )
(
2,552
)

22,877

184,672

37,767


146,905

(
21 )
(
183,432 )
(
17,609 )
(
21,947
)
(
223,009
)
Amount
$ 15,743

148,639
(
12,739 )
(
58,702
)

121,911


175,192

20,528


154,664

(
2,778 )
(
7,072 )
(
3,676 )

26,837


13,311
%

1

9
(
1 )
(
3
)

8

11

1

10

-
(
1 )

-

2

1

(Continued to next page)

-95-

(Continued from previous page)

Code
Titles potentially
reclassified as profit or
loss subsequently:
8361
Exchange differences
from the translation
of foreign
operations’
financial
statements
8370
Share of other
comprehensive
income of
associates under
the equity method
(Note 13)
8399
Income tax related to
items likely to be
reclassified as
profit or loss (Note
24)
8360

8300
Other net
comprehensive
income
8500
Total comprehensive income in
the year
Net profit/loss is attributable to:
8610
the owner of parent
company
8620
non-controlling equity

8600

Total comprehensive income
attributable to:
8710
the owner of parent
company
8720
non-controlling equity

8700

EPS (Note 25)
9710
Basic EPS

9810
Diluted EPS
2020 %
(
1 )

-

-

(
1
)
(
15
)
(
6
)

9

-


9

(
6 )

-

(
6
)

2019
Amount
( $ 24,913 )
1,654

4,631

(
18,628
)
(
241,637
)
($ 94,732
)

$ 146,236

669

$ 146,905

( $ 95,331 )

599

($ 94,732
)
$ 0.64

$ 0.64
Amount
( $ 27,057 )
(
2,863 )

4,297

(
25,623
)
(
12,312
)
$ 142,352

$ 151,480

3,184

$ 154,664

$ 139,730

2,622

$ 142,352

$ 0.65
$ 0.64
%
(
2 )

-

-
(
2
)
(
1
)

9

10

-

10

9

-

9

The attached notes are part of the consolidated financial statements.

Chairman: Shih-Kun Tso Manager: Shih-Kun Tso

Accounting Manager: An-Min Kao

-96-

KYE Systems Corp. and Subsidiaries Consolidated Statement of Changes in Equity January 1 to December 31, 2020 and 2019

Unit: NTD thousand

Code
A1
Balance on January 1, 2019

Earning allocation and distribution in 2018:
B1
Legal reserves appropriated
B3
Special reserves appropriated
B5
Cash dividend for common stocks
D1
Net profit in 2019
D3
Other comprehensive income in 2019

D5
Total comprehensive income in 2019

M7
Changes in equity ownership in subsidiaries
O1
Non-controlling equity
Q1
Disposal of equity instruments measured at fair value
through other comprehensive income
Z1
Balance on December 31, 2019
Earning allocations and distribution in 2019:
B13
Legal reserves for covering losses
B17
Special reserves for reversal
B5
Cash dividend for common stocks
D1
Net profit in 2020
D3
Other comprehensive income in 2020

D5
Total comprehensive income in 2020

L1
Purchase of treasury stock
L3
Cancellation of treasury stock

M7
Changes in equity ownership in subsidiaries
O1
Non-controlling equity
Q1
Disposal of equity instruments measured at fair value
through other comprehensive income
Z1
Balance on December 31, 2020

Chairman: Shih-Kun Tso
Equityattributable to the owner of theparent company Equityattributable to the owner of theparent company
Share capital
$ 2,345,385

-
-
-

-
-

-

-

-
-

2,345,385
-
-
-

-
-

-

-

100,100 )
-

-
-

$ 2,245,285
Capital reserves
$ 503,164

-
-

46,908 )
-
-

-


50 )
-
-

456,206
-

-

93,815 )
-
-

-

-

21,348

841 )
-
-

$ 382,898
Retained earnings






(


(


(

(



(







(












(


ng

Manager: Shih-Kun Tso

Accounting Manager: An-Min Kao

-97-

KYE Systems Corp. and Subsidiaries Consolidated Statement of Cash Flow January 1 to December 31, 2020 and 2019

Code
Cash flow from operating activities
A00010
Net profit before tax in the year
A20010
Profit and expense/loss:
A20100
Depreciation expense
A29900
Reversal of allowances for inventory
devaluation losses
A20200
Amortization expenses
A22700
Loss (profit) on disposal of investment
property – net
A21200
Interest income
A20300
Expected profit on reversal of credit
impairment
A24100
Unrealized profit (loss) of foreign
currency exchange – net
A21300
Dividend income
A20900
Interest expenses
A20400
Profit on the valuation of financial
assets measured at fair value through
profit or loss
A22300
Share of profit/loss of associates under
equity method
A22500
Loss (profit) on the disposal and
obsolescence of property, plants, and
equipment – net
A23100
Profit on investment disposal – net
A23500
Impairment loss from financial assets
A23700
Impairment loss from non-financial
assets
A30000
Net changes in operating assets and
liabilities
A31115
Financial assets mandatorily measured
at fair value through profit or loss
A31150
Notes and accounts receivable
A31180
Other receivables
A31200
Inventory
A31240
Other current assets
A32150
Notes and accounts payable
A32180
Other payables
A32230
Other current liabilities
A32240
Net defined benefit liabilities
A33000
Cash inflow from operations
A33100
Interest received
A33200
Dividend received
A33500
Income tax paid
AAAA
Net cash inflow from operating
activities
Unit: NTD thousand
2020
2019
$ 184,672
$ 175,192
61,724
62,955

48,636 )
(
73,605 )
10,086
17,019
9,000
(
148,639 )

8,954 )
(
15,743 )

7,882 )
(
1,824 )

4,438 )
2,448

4,164 )
(
838 )
4,156
12,739

1,713 )
-

1,224 )
38,050
590
(
21,633 )

412 )
(
3,369 )
-
38,202
-
20,500
412
21,611

15,733 )
103,477
4,492
26,709

2,902 )
23,444

17,167 )
6,501
4,091
(
19,496 )

18,699 )
3,489
942
(
15,467 )
51
)
(
7,378
)
148,190
244,344
8,993
15,491
4,164
838
2,488
)
(
19,008
)
158,859

241,665
Unit: NTD thousand
2020
2019
$ 184,672
$ 175,192
61,724
62,955

48,636 )
(
73,605 )
10,086
17,019
9,000
(
148,639 )

8,954 )
(
15,743 )

7,882 )
(
1,824 )

4,438 )
2,448

4,164 )
(
838 )
4,156
12,739

1,713 )
-

1,224 )
38,050
590
(
21,633 )

412 )
(
3,369 )
-
38,202
-
20,500
412
21,611

15,733 )
103,477
4,492
26,709

2,902 )
23,444

17,167 )
6,501
4,091
(
19,496 )

18,699 )
3,489
942
(
15,467 )
51
)
(
7,378
)
148,190
244,344
8,993
15,491
4,164
838
2,488
)
(
19,008
)
158,859

241,665
Unit: NTD thousand
2020
2019
$ 184,672
$ 175,192
61,724
62,955

48,636 )
(
73,605 )
10,086
17,019
9,000
(
148,639 )

8,954 )
(
15,743 )

7,882 )
(
1,824 )

4,438 )
2,448

4,164 )
(
838 )
4,156
12,739

1,713 )
-

1,224 )
38,050
590
(
21,633 )

412 )
(
3,369 )
-
38,202
-
20,500
412
21,611

15,733 )
103,477
4,492
26,709

2,902 )
23,444

17,167 )
6,501
4,091
(
19,496 )

18,699 )
3,489
942
(
15,467 )
51
)
(
7,378
)
148,190
244,344
8,993
15,491
4,164
838
2,488
)
(
19,008
)
158,859

241,665

(
(
(
(
(
(
(
(
(
(
(
(
(
(

(
(
(
(
(
(
(
(
(
(
(
$ 175,192
62,955

73,605 )
17,019

148,639 )

15,743 )

1,824 )
2,448

838 )
12,739
-
38,050

21,633 )

3,369 )
38,202
20,500
21,611
103,477
26,709
23,444
6,501

19,496 )
3,489

15,467 )
7,378
)
244,344
15,491
838
19,008
)
241,665

(Continued to next page)

-98-

(Continued from previous page)

Code
Cash flows from investing activities
B02700
Acquisition of property, plants, and
equipment
B05500
Disposal of investment property
B06700
Increase in other non-current assets
B00020
Disposal of financial assets measured at fair
value through other comprehensive
income
B06100
Decrease in finance leases receivable
B03700
Decrease (increase) in guarantee deposits
paid
B05400
Acquisition of investment property
B02800
Disposal of property, plants, and equipment
B00010
Acquisition of financial assets measured at
fair value through other comprehensive
income
BBBB
Net cash inflows (outflows) from
investing activities
Cash flows from financing activities
C01600
Borrowing of long-term loans
C04500
Distribution of cash dividends
C04900
Cost of repurchasing treasury stocks
C04020
Repayment of the principal of lease
liabilities
C05600
Interest paid
C03000
Increase (Decrease) in guaranteed deposits
received
C04300
Increase (Decrease) in other liabilities
C00200
Decrease in short-term loans
C01700
Repayment of long-term loans
C00600
Decrease in short-term notes payable
CCCC
Net cash outflow from financing
activities
DDDD
Effect of changes in exchange rate on cash and
cash equivalents
EEEE
Increase (decrease) in cash and cash equivalents
in the year
E00100 Balance of cash and cash equivalents – beginning
of the year
E00200 Balance of cash and cash equivalents – ending of
the year
2020
$ 196,939 )
26,851

14,383 )
13,005
5,519
3,938

2,843 )
95
34
)
164,791
)
138,000

93,815 )

78,752 )

34,927 )

4,109 )
766
3
-
-
-
72,834
)
2,234
)

81,000 )
1,484,681
$ 1,403,681
2019
(
(
(

(
(
(
(
(
(

(
(
(

(

(
(
(
(

(
(
(
(
(
(
(
(
(
(

$ 39,425 )
1,150,895

49,760 )
-
4,527

2,244 )

148,749 )
155,417
44,460
)
1,026,201
-

46,908 )
-

31,103 )

11,984 )

2,481 )

3 )

500,000 )

312,576 )
149,984
)
1,055,039
)
23,684
)
189,143
1,295,538
$ 1,484,681

The attached notes are part of the consolidated financial statements.

Chairman: Shih-Kun Tso

Manager: Shih-Kun Tso

Accounting Manager: An-Min Kao

-99-

KYE Systems Corp. and Subsidiaries Notes to Consolidated Financial Statements January 1 to December 31, 2020 and 2019

(All amounts are in NTD thousand unless otherwise specified)

I. Company Milestones

The Company was established in November 1983, originally under the name of KYE Systems Ltd., which was changed to KYE Systems Corp. in November 1988, and became a public listed company in 1991. The Company’s stock was listed for trading on the Taiwan Stock Exchange on November 3, 1997.

We mainly focus our business on the manufacturing, processing, and sale of computer peripheral products such as mice, keyboards, and card readers, video-image products, including web cameras and security control cameras, and consumer electronic products, like headsets, speakers, and gaming products.

The consolidated financial statements were stated in the Company’s functional currency, NTD.

II. Approval date and procedures of the financial statements

The consolidated financial statements were proposed at the Board meeting and subsequently released on March 25, 2021.

III. Application of new and amended standards and interpretations

  • (I) The International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), interpretations (IFRIC) and the statements of interpretation (SIC) (hereinafter collectively referred to as ―IFRSs‖) approved and released by the Financial Supervisory Commission (hereinafter referred to as ―FSC‖) were applied for the first time.

We expected no other material changes to the accounting policies of the Company and subsidiaries after adopting the amended IFRSs approved and released by the FSC.

  • (II) FSC-approved IFRSs applied in 2021

Effective date as per the New/Amended/Revised standards and interpretations IASB Amendment to IFRS 4: ―Extension of the Temporary Effective from the date of Exemption from Applying IFRS 9‖ publication. Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and Effective during the annual IFRS 16: ―Interest Rate Benchmark Reform – reporting period Phase 2‖ beginning from January 1, 2021. Amendment to IFRS 16: ―COVID-19-Related Rent Effective during the annual Concessions‖ reporting period beginning from, June 1, 2020.

Up to the approval and release date of the consolidated financial statements, the Company and subsidiaries assessed the effects of the above-mentioned amendments to the standards and interpretation on the financial position and performance on a continuous basis. The relevant effects would be disclosed after the assessment.

(III) IFRSs published by the IASB but not yet approved and released by the FSC

Effective date as per the New/Amended/Revised standards and interpretations IASB (Note 1) ―Annual Improvements to 2018–2020 Cycle‖ January 1, 2022 (Note 2)

-100-

Effective date as per the IASB (Note 1)(Note 1)Note 1))

New/Amended/Revised standards and interpretations IASB (Note 1)(Note 1)Note 1)) Amendment to IFRS 3: ―Changes in Reference to the Conceptual Framework‖ January 1, 2022 (Note 3) Amendments to IFRS 10 and IAS 28: ―Sale or Undetermined Contribution of Assets between an Investor and its Associate or Joint Venture‖ IFRS 17 ―Insurance Contracts‖ January 1, 2023 Amendment to IFRS 17 January 1, 2023 Amendment to IAS 1: ―Classification of Liabilities January 1, 2023 as Current or Non-current‖ Amendment to IAS 1: ―Disclosure of Accounting January 1, 2023 (Note 6) Policies‖ Amendment to IAS 8: ―Definition of Accounting January 1, 2023 (Note 7) Estimates‖ Amendment to IAS 16: ―Property, Plant and January 1, 2022 (Note 4) Equipment – Proceeds before Intended Use‖ Amendment to IAS 37: ―Onerous Contracts – Cost of January 1, 2022 (Note 5) Fulfilling a Contract‖

  • Note 1: Unless otherwise specified, the above-mentioned new/amended/revised standards or interpretation shall become effective in the annual reporting periods beginning on or after each effective date for such standards or interpretation.

  • Note 2: The amendment to IFRS 9 applies to exchanges or modifications of the terms of financial liabilities that occur during the annual reporting period beginning from January 1, 2022. The amendment to IAS 41 ―Agriculture‖ applies to measurement of fair values during the annual reporting period beginning from January 1, 2022. The amendment to IFRS 1 ―First-time Adoption of IFRSs‖ applies retroactively to the annual reporting period beginning from January 1, 2022.

Note 3: The amendment applies to business mergers with an acquisition date during the annual reporting period beginning from January 1, 2022. Note 4: The amendment applies to plants, property and equipment that are brought to the locations and conditions necessary for them to be capable of operating in the manner intended by the management on or after January 1, 2021. Note 5: The amendment applies to contracts whose obligations have not been completely fulfilled on or after January 1, 2022. Note 6: The amendment applies prospectively to the annual reporting period beginning from January 1, 2023. Note 7: The amendment applies to changes in accounting estimates and policies that occur during the annual reporting period beginning from January 1, 2023.

Up to the approval and release date of the consolidated financial statements, the Company and subsidiaries assessed the effects of the above-mentioned amendments to the standards and interpretation on the financial position and performance on a continuous basis. The relevant effects would be disclosed after the assessment.

IV. Summary of significant accounting policies

  • (I) Statement of compliance

The consolidated financial statements were prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs approved and released by the FSC.

  • (II) Basis for preparation

Except for the financial instruments measured at fair value, the consolidated financial statements were prepared on the basis of historical cost.

Fair value measurement is classified into Level 1, 2, and 3 based on the degree to which an input is observable and the significance of the input:

-101-

  1. Level 1 inputs: The quoted price in an active market for identical assets or liabilities that are accessible on the measurement date (before adjustment).

  2. Level 2 inputs: Other than the quoted prices included in Level 1, the inputs that are observable for assets or liabilities directly (namely, the price) or indirectly (namely, presumed from the price).

  3. Level 3 inputs: The inputs that are not observable for assets or liabilities.

  4. (III) Classification of current and non-current assets and liabilities Current assets include:

  5. Assets held mainly for the purpose of trading;

  6. Assets expected to be realized within 12 months after the balance sheet date; and

  7. Cash or cash equivalents (excluding those that are restricted for being used for exchange or settlement of liabilities within 12 months after the balance sheet date).

Current liabilities include:

  1. Liabilities held mainly for the purpose of trading;

  2. Liabilities to be settled within 12 months after the balance sheet date, (irrelevant with whether any long-term refinancing or payment rearrangement agreement has been completed after the balance sheet date but before the date of release of financial statements; such liabilities are still current liabilities); and

  3. Liabilities whose due date cannot be unconditionally extended to more than 12 months after the balance sheet date. However, the terms and conditions of the liabilities that may, at the option of the counterparty, result in settlement of the liabilities by issuance of equity instruments do not affect the classification of liabilities.

Assets or liabilities that were not the above-mentioned current assets or current liabilities were classified as non-current assets or non-current liabilities.

  • (IV) Basis for consolidation

The consolidated financial statements were financial statements including the Company and the entities controlled thereby (subsidiaries). The operating profits and losses of acquired or disposed subsidiaries from the acquisition date to the disposal date in the period were included in the consolidated statement of comprehensive income. The subsidiaries’ financial statements were adjusted to have their accounting policies be consistent with those of the Company and subsidiaries. All the transactions, account balances, profits, and expenses/losses between entities were removed during preparation of the consolidated financial statements. The subsidiaries’ total comprehensive income was attributable to the owner of the Company and the non-controlling equity, even when this resulted in the non-controlling equity having a deficit balance.

Changes to the Company and subsidiaries’ equity ownership in a subsidiary were treated as equity transactions when they did not result in a loss of control. The Company and subsidiaries’ book value and the non-controlling equity were adjusted to reflect the changes in their relative equity in the subsidiary. The difference between the adjusted amount of the non-controlling equity and the fair value of any paid or received consideration was directly recognized in equity and attributable to the owner of the Company.

When the Company and subsidiaries lost control of a subsidiary, the profit or loss on disposal was the difference between the following two amounts: (1) The total fair value of the received consideration and the residual investment in the former subsidiary

-102-

on the loss of the control date, and (2) the total book value of the former subsidiary’s assets (including goodwill), liabilities, and the non-controlling equity on the loss of control date. For total amounts related to the subsidiary in other comprehensive income, the Company and subsidiaries treated them with the same accounting treatment as the basis which our direct disposal of relevant assets or liabilities shall be in accordance with.

The amount initially recognized and related to the residual investment in the former subsidiary was the fair value on the loss of control date.

For the subsidiaries’ details, shareholding ratios, and business operations, please refer to Note 12 ―Subsidiary,‖ Table 5 ―Name and Territory of Investees and Other Relevant Information,‖ and Table 6 ―Information on Investments in Mainland China.‖

(V) Foreign currency

During preparation of each entity’s financial statements, the transactions using currencies other than the entity’s functional currency (foreign currencies) were stated in the functional currency at the exchange rate on the date of transaction.

Monetary items in foreign currencies were translated at the closing exchange rate on each balance sheet date. Exchange differences arising from settlement or translation of the monetary items were recognized in profit or loss of the period.

Non-monetary items in foreign currencies measured at fair value were translated at the exchange rate on the date of determining the fair value, and the exchange differences resulting therefrom were recognized in profit or loss of the period. However, when changes in the fair value were recognized in other comprehensive income, the exchange differences arising therefrom were recognized in the same.

Non-monetary items in foreign currencies measured at historical cost were translated at the exchange rate on the date of transaction and were not retranslated.

During preparation of the consolidated financial statements, the assets and liabilities of foreign operations (including the subsidiaries and associates within countries in which they operate or currencies they used which were different from those of the Company) were translated into NTD at the exchange rate on each balance sheet date. Their profit and expense/loss items were translated at the average exchange rate of the period, and the exchange differences resulting therefrom were recognized in other comprehensive income (and attributable respectively to the owner of the Company and the non-controlling equity).

If the Company and subsidiaries disposed of all the equity of the foreign operations or partially disposed of the equity of the foreign operations subsidiary but lost the control thereover, or the retained equity after disposal of the foreign operation was related to financial assets and treated with the same accounting policy as the one for financial instruments, all the accumulated exchange differences attributable to the owner of the Company and related to the foreign operation would be reclassified as profit or loss.

When partial disposal of the foreign operations subsidiary did not lead to loss of control, any accumulated exchange differences were reattributed in proportion to the subsidiary’s non-controlling equity but not recognized in profit or loss. For any other partial disposal of foreign operations, any accumulated exchange differences were reclassified as profit or loss based on the proportion of the disposal.

  • (VI) Inventory

Inventory included raw materials, finished goods and work-in-progress goods. The inventory was measured based on the lower of cost or net realizable value. The cost and the net realizable value were compared on the basis of the individual item. Net realizable value refers to the estimated selling price in a normal situation less the

-103-

estimated cost needed to complete the work and the estimated cost needed to complete the sale. The standard cost plus or less the difference allocated was used to calculate the inventory cost. The inventory was mainly measured based on the standard cost and then adjusted on the balance sheet date to be close to the cost calculated using the weighted average method.

(VII) Investment in associates

An associate refers to a company having a significant effect on the Company and subsidiaries, but is not a subsidiary or joint venture.

The Company and subsidiaries adopted the equity method for investment in associates.

Under the equity method, the investment in associates was initially recognized at its costs, and the amount of increase or decrease in the book value of such investment after the date of acquisition depended on the Company and subsidiaries’ shares of profit/loss and other comprehensive income in associates and joint ventures and the distributed profits. In addition, changes to the Company and subsidiaries’ equity in associates were recognized based on our shareholding ratio.

When the acquisition cost exceeded the Company and subsidiaries’ shares of the net fair value of the associates’ identifiable assets and liabilities on the date of acquisition, such excess was recognized in goodwill which was included in the book value of such investment and might not be amortized. When the Company and subsidiaries’ shares of the net fair value of the associates’ identifiable assets and liabilities on the date of acquisition exceeded the acquisition cost, such excess was recognized in profit or loss of the period.

When the Company and subsidiaries did not subscribe for new shares issued by associates based on our shareholding ratios, resulting in changes to the shareholding ratio and consequently the net equity value of investment and the capital reserve – changes in the net equity of associates and joint ventures recognized under equity method was adjusted based on the aforesaid changes. However, if the subscription or acquisition of the shares was not based on the shareholding ratio, leading to a decrease in the Company’s ownership equity in the associates, the amount related to the associates in other comprehensive income were reclassified according to the percentage of such decrease and treated with the same accounting treatment basis as the one which the associates’ direct disposal of relevant assets or liabilities should be in accordance with. If the said adjustment should be debited to capital reserves, and the balance of capital reserves arising from investment under the equity method was insufficient to be offset, the difference was debited to retained earnings.

When the Company and subsidiaries’ shares of losses in the associate were equal to or exceeded our equity in the associate, we stopped further recognition for loss. The Company and subsidiaries recognized additional losses and liabilities only when any legal obligation or constructive obligation was incurred or the Company made payment on behalf of the associate.

For impairment evaluation, the Company and subsidiaries tested the entire investment book value (including goodwill) for impairment as a single asset by comparing the recoverable amount and book value of the investment. Any recognized impairment loss was not allocated to any assets constituting any part of the investment book value. Any reversal of the impairment loss was recognized to the extent that the recoverable amount of the investment subsequently increased.

Once the investment was not classified as an investment in associates, the Company and subsidiaries stopped using the equity method and measured the retaining earnings of the former associate at fair value. The differences between the fair value of

-104-

retaining earnings, proceeds from disposal, and the investment book value on the date when the equity method was discontinued were recognized in the profit or loss of the period. Besides, for total amounts related to the associate in other comprehensive income, the basis of accounting treatment thereof was the same as the basis on which the associate’s direct disposal of relevant assets or liabilities should be in accordance with. When the investment in associates became the investment in joint ventures, or the investment in joint ventures became the investment in associates, the Company and subsidiaries continued to use the equity method but did not remeasure the retained earnings.

The profit or loss generated from the upstream, downstream, and side stream transactions between the Company and subsidiaries and the associate was recognized in the consolidated financial statements to the extent that such profit or loss was irrelevant to the Company and subsidiaries’ equity in the associate.

(VIII) Property, plant and equipment

The property, plant and equipment was recognized in accordance with the cost and subsequently measured based on the cost net of accumulated depreciation and accumulated impairment losses.

Each significant part of the property, plant and equipment was separately depreciated on the straight-line basis over its useful life. When the lease term was less than the useful life, the depreciation was recognized over the lease term. The Company and subsidiaries review the estimated useful life, residual value, and method of amortization at least at the end of each year and prospectively recognize the effect of changes in accounting estimates.

For the derecognition of property, plants, and equipment, the difference between the net disposal proceeds and the asset book value was recognized in profit or loss

  • (IX) Investment property

An investment property refers to a property held for earning rent income or for capital appreciation, or both.

The investment property was initially measured based on the cost (including transaction cost) and subsequently measured based on the cost net of accumulated depreciation and accumulated impairment losses. The investment property was depreciated on the straight-line basis.

The investment property under construction was recognized based on the cost net of accumulated impairment losses. The cost included professional service fees and the loan costs eligible for capitalization. Depreciation of the assets started when the assets were ready for their intended use.

For derecognition of the investment property, the difference between the net disposal proceeds and the asset book value was recognized in profit or loss (X) Impairment of property, plant and equipment, right-of-use assets, and intangible assets (excluding goodwill)

The Company and subsidiaries assessed whether there were any signs indicating that any tangible and/or intangible assets (except for goodwill) might be impaired on each balance sheet date. If there was any of such signs of impairment, the recoverable amount of the asset was estimated. When the recoverable amount of an individual asset could not be estimated, the Company and subsidiaries estimated the recoverable amount of the cash-generating unit to which the asset belonged. Corporate assets were amortized on a reasonable and consistent basis to an individual cash-generating unit or the smallest group of cash-generating units.

The recoverable amount was the higher of the fair value less costs of sale and the value in use. When the recoverable amount of an individual asset or cash-generating

-105-

unit was less than the book value, the book value of the individual asset or cash-generating unit was adjusted down to the recoverable amount, and the impairment loss was recognized in profit or loss.

When the impairment loss was reversed subsequently, the book value of the asset or cash-generating unit was adjusted up to the revised recoverable amount. However, the increased book value did not exceed the book value (less the amortization or depreciation) determined under the circumstance that the impairment loss of the asset or cash-generating unit was not recognized in the previous year. The reversal of the impairment loss was recognized in profit or loss.

  • (XI) Financial instruments

Financial assets and financial liabilities were recognized in the consolidated balance sheet when the Company or subsidiaries became a party to the financial instrument contract.

For initial recognition of the financial assets and financial liabilities, when the financial assets or financial liabilities were not measured at fair value through profit or loss, the assets or liabilities were measured at the fair value plus any transaction cost directly attributable to acquisition or issuance of the financial assets or financial liabilities. Any transaction cost measured at fair value through profit or loss directly attributable to the acquisition or issuance of the financial assets or financial liabilities was immediately recognized in profit or loss.

Financial assets

The regular transactions of financial assets were recognized and removed based on the accounting on the transaction date.

  1. Type of measurement

The financial assets held by the Company and subsidiaries were the financial assets measured at fair value through profit or loss, financial assets measured at amortized cost, and investment in equity instruments measured at fair value through other comprehensive income.

  • (1) Financial assets measured at fair value through profit or loss

The financial assets measured at fair value through profit or loss were measured at fair value, and any profits or losses (excluding any dividends or interest generated from the financial asset) from remeasurement of the financial assets were recognized in profit or loss. For the determination of fair value, see Note 27.

  • (2) Financial assets measured at amortized cost

When the Company and subsidiaries’ investment in financial assets met the following two conditions at the same time, it was classified as financial assets measured at amortized cost:

  • A. The investment in financial assets held under a business model with the purpose of holding financial assets to collect contractual cash flows, and

  • B. The contractual terms gave rise on specified dates to cash flows that were solely payments of principal and interest on the principal amount outstanding.

After the financial assets (including cash and cash equivalents, accounts receivable measured at amortized cost, other receivables and guarantee deposits paid) measured at amortized cost were initially recognized, the financial assets were measured based on the amortized cost equal to the total book value determined under the effective interest

-106-

method less any impairment losses, and any profit or loss from foreign currency translation was recognized in profit or loss.

Except for the following two circumstances, the interest income was calculated as the effective interest rate times the total book value of financial assets:

  • A. For purchased or originated credit-impaired financial assets, the interest income was calculated as the credit-adjusted effective interest rate times the amortized cost of the financial assets.

  • B. For financial assets originally not purchased or originated credit-impaired but subsequently becoming credit-impaired, the interest income was calculated as the effective interest rate times the amortized cost of the financial assets in the next reporting period after the credit impairment

Credit-impaired financial assets represent significant financial difficulties confronting the issuer or debtor, default, the circumstance that the debtor is likely to file for bankruptcy or other financial reorganization, or that the active market of financial assets disappeared due to financial difficulties.

Cash equivalents include highly liquid time deposits that could be converted into defined amounts of cash at any time within 1 year after the date of acquisition and were subject to an insignificant risk of changes in value, and were used to meet short-term cash commitments.

  • (3) Investment in equity instruments measured at fair value through other comprehensive income

At initial recognition, the Company and subsidiaries might make an irrevocable election to measure the investment in equity instruments held not for trading and not recognized by the acquirer in a business merger or with consideration at fair value through other comprehensive income.

Investment in equity instruments measured at fair value through other comprehensive income was measured at fair value. Subsequent changes in the fair value were recognized in other comprehensive income and accumulated in other equity. For disposal of the investment, any cumulative profits or losses were directly transferred to retained earnings and not reclassified as profit or loss.

After the Company and subsidiaries’ right of receiving dividends was determined, the dividends from investment in equity instruments measured at fair value through other comprehensive income were recognized in profit or loss except that such dividends apparently represented a partial return of the investment cost.

2.

  • Impairment of financial assets

We assessed impairment losses on the financial assets (including accounts receivable) measured according to amortized cost based on the expected credit losses on each balance sheet date.

Loss allowances for accounts receivable were recognized based on the lifetime expected credit losses We first assessed whether the credit risk on other financial assets significantly increased after the initial recognition. When the increase was not significant, the loss allowance for the financial assets was recognized based on the 12-month expected credit losses. When the increase was significant, it was recognized based on the lifetime expected credit losses.

-107-

The expected credit losses were the average credit losses weighted by the risk of default. 12-month expected credit losses represent the expected credit losses on financial instruments from any potential default within 12 months after the reporting date. Lifetime expected credit losses represent the expected credit losses on financial instruments from any potential default during the expected lifetime.

For the purpose of internal credit risk management, when any internal or external information indicating that a debtor was not able to pay off their debts was determined to exist by the Company and subsidiaries without consideration of the collateral held, the financial assets were deemed to be defaulted on.

The impairment loss on all financial assets was deducted from the book value of the financial assets through allowance accounts. 3. Removal of financial assets

The Company and subsidiaries removed financial assets only when the contractual rights on the cash flows from the assets became invalid, or the financial assets and almost all the risks and returns over the ownership of the financial assets were transferred to other companies.

For removal of the entire financial assets measured at amortized cost, the differences between the book value and the received consideration were recognized in profit or loss. For removal of the entire investments in equity instruments measured at fair value through other comprehensive income, the cumulative profits or losses were directly transferred to retained earnings and not reclassified as profit or loss.

Equity instrument

The debt and equity instruments issued by the Company and subsidiaries were classified as financial liabilities or equity based on the definition of substance and financial liabilities and equity instruments under the terms and conditions in the contracts.

The equity instruments issued by the Company or subsidiaries were recognized based on the payment net of the direct cost of issuance.

When a reacquired equity instrument was originally owned by the Company, the reacquisition was recognized as a deduction to equity. Purchase, sale, issuance or cancellation of the equity instruments owned by the Company were not recognized in profit or loss.

Financial liabilities

  1. Subsequent measurement

All financial liabilities were measured at amortized cost under the effective interest method.

2. Removal of financial liabilities

For removal of financial liabilities, the differences between the book value and the consideration paid (including any non-cash assets transferred and any liabilities assumed) were recognized in profit or loss.

(XII) Liability reserve

Amounts recognized in liability reserves (including the contractual obligation to maintain or restore infrastructures before they were returned to the grantor, which were specified in service concession arrangements) were the best estimates of the expenses needing to settle the obligation on the balance sheet date with consideration of the risks and uncertainty of the obligation. The liability reserves were measured based on the discounted cash flow estimated to settle the obligation.

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(XIII) Recognition of revenue

After our recognition of performance obligations under a contract with clients, we allocated the transaction price to each performance obligation and recognized the allocated amount in revenue after each performance obligation was met.

  1. Revenue from sale of goods

The revenue from sale of goods was generated from the sale of computer peripherals. Once the computer peripherals were delivered to the client-designated location, the client was entitled to the products’ price determination and right of use, had the main responsibility to resell the products, as well as taking the risk that the products might become out-of-fashion. Therefore, the revenue and accounts receivable were recognized at the point of time.

When exporting raw materials for processing, the control over the ownership of processed products was not transferred, and thus the revenue for the export of raw materials was not recognized.

  1. Service income

The service income was generated from provision of services under a contract and recognized based on the progress in completion of the contract.

(XIV) Lease

We assessed whether an agreement was (or contained) a lease on the date of entering into the agreement.

  1. The Company and subsidiaries were the lessors

The lease was classified as a finance lease when almost all the risks and returns attached to the ownership of assets were transferred to the lessee according to the agreement, and all the other leases were classified as operating leases.

For our sublease of right-of-use assets, the classification of the sublease was determined based on the right-of-use asset (instead of the underlying asset). However, when the main lease was recognized in the Company and subsidiaries’ short-term leases to which the exemption of recognition was applied, the sublease was classified as an operating lease.

Fixed payments were included in the lease payments under finance leases. Net investment in a lease was measured based on the total present value of the lease payment receivable and the unguaranteed residual value plus the initial direct cost and recognized in finance leases receivable. The finance profits were allocated to each accounting period to reflect our fixed rate of return available for undue net investment in the lease in each respective period.

The lease payment under operating leases less the lease incentives was recognized in profit on the straight-line basis over the lease term. The original direct costs generated from the acquisition of the operating leases plus the book value of underlying assets were recognized in expenses on the straight-line basis over the lease term.

  1. The Company and subsidiaries were the lessees

The lease payment from the leases of low-value underlying assets to which the exemption of recognition was applied and short-term leases were recognized in expenses on the straight-line basis over the lease term, while right-of-use assets and lease liabilities with respect to other leases were recognized on the lease commencement date.

The right-of-use assets were initially measured based on the cost (including the initial recognized amount of lease liabilities, the lease payment

-109-

paid before the lease commencement date less the lease incentives received, the initial direct cost and the cost estimated to restore the underlying asset) and subsequently measured based on the cost net of accumulated depreciation and accumulated impairment losses, and then the remeasurement of the lease liabilities was adjusted. The right-of-use assets were separately presented in the consolidated balance sheet.

The right-of-use assets were depreciated on the straight-line basis over the period from the lease commencement date to the expiration of the useful life or the lease term, whichever was sooner.

The lease liabilities were initially measured based on the present value of lease payments (including fixed payments). If the interest rate implicit in a lease could be readily determined, the lease payments were discounted at the interest rate. When such interest rate could not be readily determined, the lessee’s incremental borrowing rate of interest was used.

Subsequently, the lease liabilities were measured at amortized cost under the effective interest method, and the interest expenses were amortized over the lease term. When any changes in the lease term resulted in changes to the future lease payments, we remeasured the lease liabilities and adjusted the right-of-use assets accordingly. However, the residual remeasurement was recognized in profit or loss when the book value of right-of-use assets was reduced to zero. The lease liabilities were separately presented in the consolidated balance sheet.

(XV) Employee benefits

  1. Post-employment benefits

Every pension fund contributed under the defined pension appropriation plan was recognized in expanses during the period when employees provided services.

Defined retirement benefit costs (including servicing costs, net interest and remeasurement) under the defined retirement benefit plan were calculated actuarially using the projected unit credit method. Service costs (including current service costs) and net interest on net defined benefit liabilities (assets) were recognized in employee benefit expenses when they were incurred. Remeasurement (including actuarial profits or losses, changes in the effect of asset limits, and return on plan assets net of interest) was recognized in other comprehensive income and presented in retained earnings when it occurred. It was not reclassified as profit or loss in the subsequent periods.

Net defined benefit liabilities represented the contribution deficit of the defined retirement benefit plan. Net defined benefit assets shall not exceed the present value of contribution refunded from the defined retirement benefit plan or future deductible contribution.

2. Other long-term employee benefits

The accounting treatment for other long-term employee benefits was the same as the one for the defined retirement benefit plan. However, any relevant remeasurement was recognized in profit or loss.

(XVI) Income tax

  • The tax expenses were the total of current income and deferred income taxes.

    1. Current income tax

The Company and subsidiaries determine the current income in accordance with the laws enacted by the authority of the income tax return filing jurisdictions to calculate the income tax payable.

-110-

The additional income tax on undistributed earnings calculated according to the Income Tax Act of the Republic of China (Taiwan) was recognized in the year when the related resolution was made at the shareholders’ meeting.

The adjustments to the income tax payable in the previous year were recognized in the current income tax.

2. Deferred income tax

The deferred income tax was calculated based on the temporary difference between the book value of assets and liabilities in the book and the tax base for calculation of taxable income. Deferred income tax liabilities were generally recognized based on all taxable temporary differences; deferred income tax assets were recognized when we were likely to have taxable income available to offset the income tax arising from deductible temporary differences, loss carryforwards, purchase of machine/equipment, R&D and talent training.

Taxable temporary differences generated from investment in subsidiaries and associates were recognized in deferred income tax liabilities except that the Company and subsidiaries could control the timing of the reversal of the temporary taxable differences, and that such differences were not likely to be reversed in the foreseeable future. Deductible temporary differences related to such investment and equity were recognized, to the extent that they were expected to be reversed in the foreseeable future, in deferred income tax assets only when we were likely to have taxable income adequate to realize the temporary differences.

The book value of deferred income tax assets was reviewed at each balance sheet date. When any of the deferred income tax assets was not likely to have taxable income adequate to return all or part of the assets anymore, the book value thereof was reduced. Those that were not originally recognized in deferred income tax assets were reviewed at each balance sheet date. When any of those was likely to generate taxable income adequate to return all or part of the assets in the future, the book value thereof was increased.

The deferred income tax assets and liabilities were measured at the tax rate of the period in which the liabilities or assets were expected to be settled or realized. The tax rate was subject to the tax rate and tax laws legislated or substantively legislated on the balance sheet date. The deferred income tax liabilities and assets were measured to reflect the tax on the balance sheet date arising from the method that we expected to use to recover or settle the book value of the liabilities and assets.

  1. Current and deferred income taxes

The current and deferred income taxes were recognized in profit or loss other than those related to the titles stated as other comprehensive income or as equity directly, which were recognized in other comprehensive income separately or in equity directly.

  • V. Major sources of uncertainty of significant accounting judgments, estimates, and assumptions

For adoption of the accounting policies, our management must make judgments, estimates, and assumptions related to the information that could not be readily acquired from other sources based on historical experience and other relevant factors. The actual results might differ from those estimates.

The Company and subsidiaries take the economic impact caused by COVID-19 into the consideration of significant accounting estimates, and the management will continue to review the estimates and basic presumptions. When the amendments to the estimates only

-111-

affected the current period, they were recognized in the period in which they were made; when the amendments to the estimates affected the current and future periods at the same time, they were recognized in the period in which they were made and the future period. VI. Cash and cash equivalents

time, they were recognized in the period in which they were made and the future period.
VI. Cash and cash equivalents
time, they were recognized in the period in which they were made and the future period.
VI. Cash and cash equivalents
time, they were recognized in the period in which they were made and the future period.
VI. Cash and cash equivalents
he future period. he future period.
December 31,2020
December 31,2019
Cash on hand and petty cash
$ 2,733
$ 1,908
Bank check and demand deposit
900,312
856,952
Cash equivalents
Repurchase of commercial papers
50,426
150,147
Time deposit

450,210

475,674
$ 1,403,681
$ 1,484,681
VII. Financial instruments measured at fair value through profit or loss
December 31,2020
December 31,2019
Financial assets–current
Mandatory measurement at fair
value through profit or loss
Non-derivative financial assets
Domestic non-listed
(non-OTC) common
stocks
$ 1,713
$ -
VIII.
Financial assets measured at fair value through other comprehensive income
December 31,2020
December 31,2019
Current
Investment in equity instruments
measured at fair value through
other comprehensive income
Domestic listed (OTC) common
stocks
$ 43,724
$ 71,056
Non-current
Investment in equity instruments
measured at fair value through
other comprehensive income
Overseas non-listed (non-OTC)
common stocks
$ 115,501
$ 214,905
Domestic non-listed (non-OTC)
common stocks
72,761
25,031
Domestic listed (OTC) common
stocks
10,950
135,554
Domestic non-listed (non-OTC)
preferred stocks

30

30
Total
$ 199,242
$ 375,520
December 31,2019
$ 1,908
856,952
150,147

475,674
$ 1,484,681
December 31,2019

Current
Investment in equity instruments
measured at fair value through
other comprehensive income
Domestic listed (OTC) common
stocks
Non-current
Investment in equity instruments
measured at fair value through
other comprehensive income
Overseas non-listed (non-OTC)
common stocks
Domestic non-listed (non-OTC)
common stocks
Domestic listed (OTC) common
stocks
Domestic non-listed (non-OTC)
preferred stocks
Total

December 31,2020
$ 43,724
$ 115,501
72,761
10,950

30
$ 199,242







$ 71,056
$ 214,905
25,031
135,554
30
$ 375,520

The Company and subsidiaries invested in the equity instruments according to their medium and long-term strategies and expected to gain profits through long-term investment. Since the Company and subsidiaries’ management deemed that the recognition of short-term changes in the investment’s fair value in profit or loss was not consistent with the said

-112-

long-term investment plan, they opted to have the investment be measured at fair value through other comprehensive income.

In July, August, September and November 2020, the Company and subsidiaries made adjustment to their investment positions and sold the shares of Solteam Incorporation and part of those of Coretek Opto Corporation and Link Legend Co., Ltd. at a fair value of NTD13,005,000. Other related equity – unrealized valuation loss on financial assets measured at fair value through other comprehensive income, amounting to NTD1,604,000, was carried forward to retained earnings.

IX. Notes and accounts receivable

carried forward to retained earnings.
es and accounts receivable
Notes and accounts receivable
Measurement at amortized cost
Total book value
Less: Loss allowance
December 31,2020
$ 134,613
(
8,394
)
$ 126,219
December 31,2019

(

(
$ 113,571
16,374
)
$ 97,197

We provided an average 60-day loan period for the sale of goods, and interest did not accrue on unpaid accounts receivable.

In order to mitigate the credit risk, our management set the credit authorization quota and approved credit authorization to ensure that appropriate actions were adopted for the recovery of overdue accounts receivable. In addition, the Company and subsidiaries reviewed the recoverable amount of accounts receivable separately on the balance sheet date to make sure that the appropriate impairment loss of the accounts receivable that could not be recovered was recognized. As such, our management considered that the Company and subsidiaries’ credit risk was reduced significantly.

We recognized the loss allowance for accounts receivable based on the lifetime expected credit losses. The lifetime expected credit losses were calculated using a provision matrix with consideration of the clients’ historical default record and current financial position, industrial and economic environment, and GDP forecasts and industrial prospects. Since our historical experience with credit losses showed no significant difference in the type of loss between different clients, the clients were not further classified in the provision matrix. We only set the expected credit loss rate based on the aging of accounts receivable.

When there was any evidence showing that the counterparty was facing serious financial difficulties and we could not estimate a reasonable recoverable amount, the Company and subsidiaries directly wrote off the related accounts receivable, continued to claim for payment, and recognized the recovered amount therefrom in profit or loss.

Our loss allowance for accounts receivable measured using the provision matrix are as follows:

ows:
December 31, 2020
Percentage of expected credit loss
Total book value

Loss allowance (lifetime expected
credit losses)
Amortized cost
Account
age for no
more than
60 days
Account
age for
61–90 days
Account
age for
91–120
days
Account
age for
more than
120 days
Total

(
0%–1%
$ 105,704

288
)
$ 105,416

(
1%–5%

$ 21,108

305
)
$ 20,803



5%–10%
$ -

-

$ -


(
100%
$ 7,801

7,801
)
$ -

(
-
$ 134,613

8,394
)
$ 126,219

December 31, 2019

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Account
age for no
more than
60 days
Account
age for
61–90 days
Account
age for
91–120
days
Account
age for
more than
120 days
Total
Percentage of expected credit loss
0%–1%
1%–5%
5%–10%
100%
-
Total book value
$ 92,388 $ 4,892 $ 395 $ 15,896 $ 113,571
Loss allowance (lifetime expected
credit losses)
(
291
)
(
148
)
(
39
)
(
15,896
)
(
16,374
)
Amortized cost
$ 92,097
$ 4,744
$ 356
$ -
$ 97,197

The information of changes in loss allowance for accounts receivable is as follows:
2020
2019
Balance – beginning of the year
$ 16,374
$ 18,496
Plus: Impairment loss reversed in
the year
(
7,882 )
(
1,824 )
Differences from the translation of
foreign currencies
(
98
)
(
298
)
Balance – ending of the year
$ 8,394
$ 16,374
Finance leases receivable
December 31,2020
December 31,2019
Undiscounted lease payments
1st year
$ 8,374
$ 4,527
2nd year
7,740
4,527
3rd year
1,142
4,527
4th year

-

1,132
Lease payments receivable
17,256
14,713
Less: Unearned financial income
(
314
)
(
242
)
Net investment in a lease
(presented as finance leases
receivable)
$ 16,942
$ 14,471
Book value of finance leases
receivable
Current
$ 8,159
$ 4,378
Non-current

8,783
10,093
$ 16,942
$ 14,471
Account
age for no
more than
60 days
Account
age for
61–90 days
Account
age for
91–120
days
Account
age for
more than
120 days
Account
age for
more than
120 days
Total
$ 18,496
(
1,824 )
(
298
)
$ 16,374
December 31,2019



(



$ 4,527
4,527
4,527
1,132
14,713

242
)
$ 14,471
$ 4,378
10,093
$ 14,471

X. Finance leases receivable

The Company and subsidiaries subleased the premises and buildings in Neihu District and the plant in Dongguan to another company with a fixed lease payment of NTD3,807,000 and NTD4,567,000 collected respectively on a yearly basis. Since the remaining lease term in the main lease agreement was transferred due to the sublease, the sublease was classified as a finance lease.

The interest rate implicit in a lease during a lease term was not changed as of December 31, 2020. The annual interest rate implicit in the finance lease was 1.50%.

We measured the loss allowance for the finance leases receivable based on the lifetime expected credit losses. Since there were no overdue or unrecovered finance leases receivable as of the balance sheet date, and with consideration of the counterparty’s historical default record and collateral value, we believed that the aforesaid finance leases receivable was not impaired.

XI. Inventory

December 31, 2020 December 31, 2019

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Finished good

Work in process

Raw materials

$ 130,290

80,419

53,706

$ 264,415
$ 96,204
74,710
51,868
$ 222,782

The cost of sales related to inventories in 2020 and 2019 was NTD1,137,698,000 and NTD1,150,387,000, respectively. The amounts of NTD48,636,000 and NTD73,605,000 from reversal of allowances for inventory devaluation losses were included in the cost of sales in 2020 and 2019, respectively.

XII. Subsidiary

(I) Subsidiaries included in the consolidated financial statements Entities in the consolidated financial statements are as follows:

Name of Investor
The Company








KYE Systems (Hong Kong)
Corp.

Genius Holding Co., Ltd.




Name of the Subsidiary
Genius Holding Co., Ltd.

Chung-Chiang Investment
Co., Ltd.

Hung-Cheng Investment
Co., Ltd.

KYE Systems Europe
GmbH

KYE International
Corporation

KYE Systems (Hong Kong)
Corp.

Digilife Technologies Co.,
Ltd.

DIGILIFE PTY LTD

Genius Labuan Inc.

Globalink Holding Co., Ltd.
KYE Systems America
Corporation

Moustek Investment Co.,
Ltd.

KYE Trade (HK) Co., Ltd.
KYE Inc.
Nature of Business
Investment holdings
Investment business
Investment business
Sales of computer
peripherals and
consumer electronic
products
Sales of computer
peripherals and
consumer electronic
products
Sales of computer
peripherals and
consumer electronic
products
Digital video/audio
products
Tourism and real estate
development
Sales of computer
peripherals and
consumer electronic
products
Investment holdings
Sales of computer
peripherals and
consumer electronic
products
Investment holdings
Sales of computer
peripherals and
consumer electronic
products
Investment holdings
ShareholdingRatio
December
31,2020
December
31,2019
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
94.61%
91.37%

39.20%
100.00%
100.00%
100.00%
100.00%

98.31%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
Descripti
on
December
31,2020
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
94.61%

100.00%
100.00%

100.00%
100.00%
100.00%



Note 1


Note 2
Note 3


Note 4


(Continued to next page)

-115-

(Continued from previous page)

Name of Investor
Digilife Technologies Co.,
Ltd.


Life Technologies Co., Ltd.
LIFE TECHNOLOGIES
(HONG KONG) CO.,
LIMITED

KYE Inc.

Dong-Guan Kunying
Computer Products Co.,
Ltd.


Moustek Investment Co.,
Ltd.
Name of the Subsidiary
Life Technologies Co., Ltd.
DIGILIFE PTY LTD.

LIFE TECHNOLOGIES
(HONG KONG) CO.,
LIMITED

ZISER TECHNOLOGIES
(SHENZHEN) CO., LTD.

Dong-Guan Kunying
Computer Products Co.,
Ltd.

Suo-Yi Technology
(Shanghai) Ltd.
You-Xiang Technology
(Shanghai) Ltd.
Dongguan Gaoying
Electronic Technology
Co., Ltd.
Nature of Business
Indirect investments and
trading business in
third-party countries
and in Mainland
China
Tourism and real estate
development
Indirect investments and
processing businesses
in third-party
countries and in
Mainland China
Sale of digital
video/audio products
Manufacturing and sales
of computer mice and
computer game
consoles
-
-
Sales
of
computer
peripherals
and
consumer
electronic
products
ShareholdingRatio
December
31,2020
December
31,2019
100.00%
100.00%
100.00%
60.80%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%




100.00%
100.00%
Descripti
on
December
31,2020
100.00%
100.00%
100.00%
100.00%
100.00%


100.00%
-
Note 3
-
-
-
Note 5
Note 5
-

Note 1: KYE Systems Europe GmbH terminated its business operations in December 2017 and is currently under liquidation.

Note 2: Digilife Technologies Co., Ltd. made an offer for capital increase in cash in June 2020. The Company purchased 20,560,000 shares, and its shareholding percentage increased from 91.37% to 94.61%.

Note 3: In November 2020, the Company sold all the shares of DIGILIFE PTY LTD held by it to Digilife Technologies Co., Ltd. The transaction was deemed by the Company to be an equity transaction since it did not change the Company’s control of DIGILIFE PTY LTD.

Note 4: KYE Systems America Corporation was completely liquidated in February 2020. Note 5: So-Yi Technology (Shanghai) Ltd., and You-Xiang Technology (Shanghai) Ltd., applied for establishment in January 2015. However, as of December 31, 2020, no capital had been invested in both companies, and both companies had not operated.

(II) Subsidiaries not included in the consolidated financial statements: None.

(III) Information on subsidiaries holding important non-controlling equity: None.

XIII. Investment under the equity method Investment in associates

Investment under the equity method
Investment in associates
Important associates
TIMING PHARMACEUTICAL
CO., LTD. (Timing
Pharmaceutical Company)
Individual unimportant associates
December 31,2020
$ 211,917
74,518
$ 286,435
December 31,2019




$ 216,851
68,077
$ 284,928

(I) Important associates

Ratio of shareholdings and voting rights Company Name December 31, 2020 December 31, 2019

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Timing Pharmaceutical Company 22.64% 22.64%

For the above-mentioned associate information related to the nature of business, main territory, and the country in which the company is registered, please refer to Table 5 ―Name and Territory of Investees and Other Relevant Information.‖

The investment in Timing Pharmaceutical Company was recognized in non-current financial assets measured at fair value through other comprehensive income on December 31, 2018. The Company and subsidiaries purchased 3,000,000 shares from Timing Pharmaceutical Company with NTD44,460,000 in January 2019, increasing the shareholding ratio to 22.64%. Due to its significant impact, the purchase was stated in investment under the equity method. A loss of NTD240,960,000 was recognized in the disposal of equity instruments measured at fair value through other comprehensive income and then stated as a deduction from equity.

Our management performed the impairment test for Timing Pharmaceutical Company, our investee, in 2019. The result showed that the recoverable amount of the investment was less than the book value. The impairment was caused mainly due to Timing Pharmaceutical Company’s overall profit, which was not as good as expected. Therefore, the Company and subsidiaries recognized an impairment loss of NTD38,202,000 using the investment under the equity method in 2019.

The following financial information summary was prepared based on our associates’ IFRS consolidated financial statements. It also reflected the adjustments made after using the equity method.

ade after using the equity method.
2020
Current assets
$ 841,264
Non-current assets
1,716,927
Current liabilities
(
968,981 )
Non-current liabilities
(
326,989
)
Equity
1,262,221
Non-controlling equity
(
326,274
)
$ 935,947
The Company and subsidiaries’
shareholding ratio
22.64%
The Company and subsidiaries’
interests
$ 211,917
Investment book value
$ 211,917
Operating revenue
$ 798,199
Current net loss
( $ 30,726 )
Other comprehensive income

7,243

Total comprehensive income
($ 23,483
)
ummary of individual unimportant associates
2020
The Company and subsidiaries’
shares
Net profit (loss) in the year
$ 7,799
Other comprehensive income
(
17,596
)
Total comprehensive income
($ 9,797
)
2019
$ 730,975
1,858,092
(
964,118 )
(
330,567
)
1,294,382
(
336,641
)
$ 957,741
22.64%
$ 216,851
$ 216,851
$ 761,813
( $ 167,643 )
(
13,278
)
($ 180,921
)
2019
( $ 7,927 )
(
3,533
)
($ 11,460
)

(II) Summary of individual unimportant associates

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Our shares of profit or loss and other comprehensive income using the investments under equity method were calculated based on the CPA-audited financial statements in the same period other than those in Digilife (Thailand) Co., Ltd., and Timing Pharmaceutical Company, which were calculated based on their financial statements not audited by CPAs. However, our management considered that significant impacts would not result from a situation where the investees’ financial statements were not audited by CPAs.

XIV. Property, plant and equipment

Premises and Premises and Machine and Machine and Leasehold Leasehold Miscellaneous Miscellaneous Miscellaneous
Land buildings equipment improvement equipment Total
Cost
Balance on January 1,
2020 $ 339,557 $
174,704

$ 258,471 $ 68,589 $ 217,460
$ 1,058,781
Addition
130,074 46,493
3,832
10,086
6,454
196,939
Disposal
- - ( 59,742 ) ( 163 ) ( 9,241 ) ( 69,146 )
Net exchange
differences - 119 528 ( 2 ) ( 757 ) ( 112 )
Transfer of account titles -
-
- 3,185 -
3,185
Balance on December
31, 2020 $ 469,631 $
221,316
$ 203,089 $ 81,695 $ 213,916 $ 1,189,647
Accumulated
depreciation and
impairment
Balance on January 1,
2020 $ 11,046 $
83,367

$ 220,999 $ 42,184 $ 206,594
$ 564,190
Disposal
- - ( 59,062 ) ( 163 ) ( 9,236 ) ( 68,461 )
Depreciation expense
- 3,998
8,259
14,245
2,170
28,672
Net exchange
differences - 118
( 444
) ( 2
) ( 737
) ( 1,065
)
Balance on December
31, 2020 $ 11,046 $
87,483
$ 169,752 $ 56,264 $ 198,791 $ 523,336
Net amount on
December 31, 2020 $ 458,585 $
133,833
$ 33,337 $ 25,431 $ 15,125 $ 666,311
Cost
Balance on January 1,
2019 $ 429,714 $
218,654

$ 323,492 $ 68,344 $ 224,470
$ 1,264,674
Addition
- -
34,692 917 3,816
39,425
Disposal
( 90,157 ) ( 43,816 ) ( 99,704 ) ( 667 ) ( 10,483 ) ( 244,827 )
Net exchange
differences - ( 134 ) ( 33 ) ( 5 ) ( 343 ) ( 515 )
Transfer of account titles -
-
24 -
-
24
Balance on December
31, 2019 $ 339,557 $
174,704
$ 258,471 $ 68,589
$ 217,460 $ 1,058,781
Accumulated
depreciation and
impairment
Balance on January 1,
2019 $ 11,046 $
82,409

$ 310,323 $ 29,206 $ 213,320
$ 646,304
Disposal
- ( 2,906 ) ( 99,669 ) ( 667 ) ( 7,801 ) ( 111,043 )
Depreciation expense
- 3,996 10,448 13,649 1,420
29,513
Net exchange
differences - ( 132
) ( 103
) ( 4
) ( 345
) ( 584
)
Balance on December
31, 2019 $ 11,046 $
83,367
$ 220,999 $ 42,184 $ 206,594 $ 564,190
Net amount on
December 31, 2019 $ 328,511 $
91,337
$ 37,472 $ 26,405 $ 10,866 $ 494,591

The Company and subsidiaries’ property, plants, and equipment were depreciated on the straight-line basis over the following useful lives:

Premises and buildings 10 to 55 years Machine and equipment 2 to 12 years Leasehold improvement 4 to 15 years Miscellaneous equipment

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Transport equipment 2 to 10 years
Office equipment 1 to 13 years
Passenger and freight elevators 15 years
Others 2 to 10 years

For the amount of property, plants and equipment pledged by the Company and subsidiaries as collateral for loans, see Note 29.

XV.Lease agreement

(I) Right-of-use assets

greement
ight-of-use assets
Book value of right-of-use
assets
Building
Office equipment
Transport equipment
Addition of right-of-use assets
Depreciation expense of
right-of-use assets
Building
Office equipment
Transport equipment
December 31,2020
$ 41,228
412

4,901
$ 46,541
2020
$ 2,095
$ 25,835
138

4,843
$ 30,816
December 31,2019




$ 83,102
550
7,649
$ 91,301
2019






$ 24,095
$ 22,203
137
3,422
$ 25,762

(II) Lease liabilities

December 31, 2020 December 31, 2019 Book value of lease liabilities Current $ 30,604 $ 35,456 Non-current $ 34,481 $ 70,831

The range of discount rate for lease liabilities is as follows:

Building
Office equipment
Transport equipment
December 31,2020
1.50%–1.69%
1.50%
1.25%–1.69%
December 31,2019
1.50%–1.69%
1.50%
1.50%–1.69%

(III) Material lease activities and terms

We rented buildings, office equipment, and transport equipment with a lease term from 2019 to 2023 for manufacturing, offices, and conducting business. When the lease term expires, we will not be entitled to renew the lease agreement of the rented properties and the bargain purchase option.

  • (IV) Other lease information
ther lease information
Short-term lease expense
Expense on lease of low-value
assets
Total cash outflow from lease
2020
$ 1,970
$ 30
$ 10,328
2019




$ 5,247
$ 30
$ 36,380

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The Company and subsidiaries opted to apply the exemption of recognition to the lease of office equipment which met the short-term lease and lease of low-value assets and did not recognize right-of-use assets and lease liabilities with respect to such lease. The lease commitments beginning after the balance sheet date during the lease term are as follows:

term are as follows:
XVI. Lease commitments
Investment property
Cost
Balance on January 1, 2020
Addition
Disposal
Net exchange differences
Balance on December 31, 2020
Accumulated depreciation and
impairment
Balance on January 1, 2020
Depreciation expense
Disposal
Recognized impairment loss
Net exchange differences
Balance on December 31, 2020
Balance on December 31, 2020
Cost
Balance on January 1, 2019
Addition
Disposal
Net exchange differences
Balance on December 31, 2019
Accumulated depreciation and
impairment
Balance on January 1, 2019
Depreciation expense
Disposal
Recognized impairment loss
Net exchange differences
Balance on December 31, 2019
Balance on December 31, 2019
December 31,2020
$ 147
December 31,2019
$ 2,240
Investment
property
$ 398,597
2,843
(
36,208 )

6,039

$ 371,271
( $ 29,454 )
(
2,236 )
357
(
2,552 )
(
287
)
($ 34,172
)
$ 337,099
$ 1,345,265
148,749
( 1,090,301 )
(
5,116
)
$ 398,597
( $ 89,335 )
(
7,680 )
88,045
(
20,500 )

16

($ 29,454
)
$ 369,143

Except for the part of our investment properties whose fair value on December 31, 2020 and 2019 was not evaluated by an independent evaluator but evaluated by our management using the evaluation model commonly used among market participants, the fair

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value of other investment properties was evaluated by an independent evaluation company using the comparative method and income method. Under the comparative method, the fair value was calculated and evaluated based on the closing price and determined sales price of the comparable properties. Under the income method, the fair value was calculated and evaluated based on the estimated net profit and capitalization rate of profit. The fair value of the investment properties on December 31, 2020 and 2019 was NTD178,899,000 and NTD179,016,000, respectively. The fair value of the investment properties evaluated by the Company and subsidiaries was NTD159,092,000 and NTD190,066,000, respectively. The evaluation was performed by reference to the market evidence related to the transaction price of similar properties.

Since the fair value of part of the investment properties was less than the book value, the Company and subsidiaries recognized impairment losses of NTD2,552,000 and NTD20,500,000 in 2020 and 2019, respectively.

The investment properties were depreciated on the straight-line basis over a 50-year useful life.

For the amount of investment property pledged by the Company and subsidiaries as collateral for loans, see Note 29.

XVII. Loan Long-term loans

Loan
Long-term loans
Loans with floating interest rate:
China Trust Commercial Bank
Pledged loans, due in
February 2040 (Note 1)
Pledged loans, due in
August 2024 (Note 2)
Total
Less: Long-term loans maturing
within 1 year
December 31,2020
$ 138,000
100,000
238,000

8,095
$ 229,905
December 31,2019








$ -
100,000
100,000
-
$ 100,000
Note 1: The interest rate on December 31, 2020 was 1.2%. The principal and interest will be
amortized on a monthlybasis from March 2022.
Note 2: The interest rates on December 31, 2020 and 2019 were 1.2% and 1.5% respectively. The
principal and interest will be amortized on a monthlybasis from August 2021.

For the amount of property and investment property pledged by the Company and subsidiaries as collateral for loans, see Note 29.

.

XVIII. Notes and accounts payable

Accounts payable did not include interest expenses. The Company and subsidiaries established the financial risk management policies to ensure that all payables could be paid back within the pre-agreed term of credit.

XIX. Other payables

Other payables
Salaries and bonuses payable
Service fees payable
Market promotion fees payable
December 31,2020
$ 37,326
10,324
6,967
December 31,2019
$ 43,308
7,965
4,485

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Royalties payable
Others

4,277
38,605

$ 97,499
6,292
56,996
$ 119,046

XX.Post-employment benefit plan

(I) Defined contribution plan

The pension system specified in the ―Labor Pension Act‖ adopted by the Company and domestic subsidiaries is the defined pension appropriation plan managed by the government. A pension equal to 6% of an employee’s monthly wage shall be appropriated to the individual labor pension account at the Bureau of Labor Insurance. The subsidiaries in Mainland China shall be subject to relevant local pension insurance system and shall annually appropriate a fixed percentage of the salary as the pension to the designated responsible institution.

(II) Defined benefit plan

The Company is subject to the retirement pension system specified in the ―Labor Standards Act.‖ The system defines the payment of pension. Two bases are given for each full year of service rendered if an employee has seniority of less than 15 years. For the rest of the years over 15 years, one base is given for each full year of service rendered. The total number of bases shall be no more than 45. The years of service rendered and the average wage of six months (base) prior to the approved retirement date shall be the reference for calculation of the pension to be paid to the employee. The Company contributes 2% of the employee’s total wage as the pension fund on a monthly basis and remits it

to the special account at the Bank of Taiwan in the name of the Labor Pension Fund Supervisory Committee. Before the end of the year, if the assessed balance in the account is inadequate

to make a full payment of pensions to the employees who may meet the retirement conditions in the next year, we will make up the difference in one appropriation before the end of March the following year. The account is managed by the Bureau of Labor Funds, Ministry of Labor and we do not have the right to influence the investment management strategies.

Amounts related to the defined benefits plan and included in the consolidated balance sheet are listed as follows:

alance sheet are listed as follows:
Present value of defined benefit
obligation
Fair value of plan assets
Contribution deficit
Net defined benefit liabilities
December 31,2020
$ 49,794
(18,140
)
31,654
$ 31,654
December 31,2019

(


(

$ 48,629
16,906
)
31,723
$ 31,723

Changes in net defined benefit liabilities (assets) are as follows:

Balance on January 1, 2019

Current service cost
Previous service cost

Interest expenses (income)

Recognition in profit or loss
Present value
of defined
benefit
obligation
$ 53,047

202
(
7,687 )

597

(
6,888
)
Fair value of
plan assets
($ 16,442
)
-

-

(
189
)
(
189
)
Net defined
benefit
liabilities
(assets)
(

(
(
$ 36,605
202
(
7,687 )

408
(
7,077
)

-122-

Remeasurement
Return on plan assets (except
for any amount included in net
interest)
Actuarial loss – changes in
demographic assumption
Actuarial loss – changes in
financial assumption
Actuarial loss – experience
adjustment

Recognition in other
comprehensive income

Contribution by employer
Payment of benefits
(
Balance on December 31, 2019
Current service cost
Interest expenses (income)

Recognition in profit or loss

Remeasurement
Return on plan assets (except
for any amount included in net
interest)
Actuarial loss – changes in
financial assumption
Actuarial profit – experience
adjustment
(
Recognition in other
comprehensive income

Contribution by employer

Balance on December 31, 2020
-
(
592 ) (
592 )
20
-
20
2,341
-
2,341
1,009

-

1,009

3,370
(
592
)
2,778

-
(
583 ) (
583 )

900
)
900

-

48,629
(
16,906
)
31,723
208
-
208
365
(
129
)
236
573
(
129
)
444

-
(
571 ) (
571 )
1,255
-
1,255

663
)
-
(
663
)
592
(
571
)
21

-
(
534
) (
534
)
$ 49,794
($ 18,140
)$ 31,654

The amounts related to the defined benefit plan recognized as profit or loss are summarized by function as follows:

ummarized by function as follows:
Marketing expenses
Administrative expense
R&D expense
2020
$ 118
311
15

$ 444
2019


( $ 2,206 )
(
4,367 )
(
504
)
($ 7,077
)

The Company was exposed to the following risks due to the pension system under the ―Labor Standards Act‖:

  1. Investment risk: The Bureau of Labor Funds, Ministry of Labor has separately invested the labor pension fund in domestic (foreign) equity and debt securities, and bank deposits. The investment is conducted at the discretion of the Bureau or under the mandated management. However, the profit generated from the Company’s plan assets shall be calculated with an interest rate not below the interest rate for a two-year time deposit with local banks.

  2. Interest rate risk: A decrease in the interest rates of government bonds and corporate bonds would increase the present value of the defined benefit obligation, and the return on debt investment of the plan assets would be

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increased accordingly. The net defined benefit liabilities might be partially offset by both increases.

  1. Salary risk: The present value of the defined benefit obligation was calculated by reference to the future salary of the plan participants. Therefore, the present value of the defined benefit obligation would be increased by an increase in the plan participants’ salary.

The Company’s present value of the defined benefit obligation was calculated actuarially by a qualified actuary. The major assumptions on the date of measurement are as follows:

ctuarially by a qualified actuary. The
re as follows:
major assumptions on the date of measurement
Discount rate
Rate of expected salary
increase
December 31,2020
0.500%
2.250%
December 31,2019
0.750%
2.250%

If there were any reasonably possible changes to the major actuarial assumptions separately, the resulting increase (decrease) in the present value of the defined benefit obligation in the situation where all the other assumptions remained the same is as follows:

ollows:
Discount rate
Increase by 0.25%
Decrease by 0.25%
Rate of expected salary
increase
Increase by 0.25%
Decrease by 0.25%
December 31,2020
($ 1,255
)
$ 1,303

$ 1,258

($ 1,218
)
December 31,2019
(


(
(


(
$ 1,319
)
$ 1,369

$ 1,325

$ 1,284
)

Since the actuarial assumptions might be correlated to each other and it was unlikely that the changes were only in a single assumption, the aforesaid sensitivity analysis might not reflect the actual changes in the present value of the defined benefit obligation.

bligation.
Expected contribution within 1
year
Average maturity of defined
benefit obligations
uity
hare capital
Number of authorized shares
(thousand shares)
Authorized capital
Number of issued shares with
adequate capital
received
(thousand shares)
Issued capital
Issuance in excess of par value
December 31,2020
$ 539
10.2 years
December 31,2020

390,000
$ 3,900,000

224,528
$ 2,245,285

198,950
$ 2,444,235
December 31,2019
$ 552
11.0 years
December 31,2019










390,000
$ 3,900,000
234,538
$ 2,345,385
301,635
$ 2,647,020

XXI. Equity (I) Share capital

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A share of issued common stock had a par value of NTD10 and was entitled to one voting right and dividends.

The number of shares of the authorized capital retained for issuance of the employee stock option warrants was 25,000,000 shares.

  • (II) Capital reserves
apital reserves
Stock issuance in excess of par
value
Treasury stock trading
Long-term investment
December 31,2020
$ 198,950
160,257

23,691
$ 382,898
December 31,2019




$ 301,635
130,039
24,532
$ 456,206

The excess from stock issuance in excess of par value (including common stock issuance in excess of par value, capital in excess of par from share issuance due to mergers, and treasury stock trading) and the reserve received from donations in capital reserves may be used to offset losses, or to distribute cash dividends or be transferred into the capital if the Company does not incur a loss. However, the amount of the transfer into the capital shall be limited to a certain percentage of the paid-in capital in every year.

The capital reserves deriving from investment under the equity method, employee stock option, and other stock options shall not be used for any purpose.

(III) Retained earnings and dividend policy

According to the Company’s Articles of Incorporation, if the Company has a profit at the year’s final accounting, it shall first pay the income tax and make up any cumulative losses in accordance with laws, and then make a 10% contribution of the balance to the legal reserve, and also make provision/reversal of special reserves pursuant to the laws. The residual balance shall be added to undistributed earnings for allocation of shareholder dividends and bonuses. The shareholder dividends are allocated in the form of cash dividend or stock dividend. The cash dividend shall be no less than 10% of the total shareholder dividends, and the residual balance is paid in shares. However, all the shareholder dividends shall be distributed in stock dividends when the cash dividend per share is NTD0.1 or lower.

For the policy of distribution of employee and director/supervisor remuneration regulated in the Company’s Articles of Incorporation, please refer to (4) Remuneration to employees, directors and supervisors in Note 23.

The Company approved the amendments to the Articles of Incorporation through the resolution made at the shareholders’ meeting on June 21, 2019. The distribution of the Company’s profits and the compensation for its losses may be made after the end of each quarter.

Legal reserves shall be prepared to the amount at which the balance of the legal reserves reaches to the total paid-in capital. Legal reserves may be used to make up loss. Where the Company does not sustain loss, the part of the legal reserves that exceeds the total paid-in capital by 25% may be appropriated as capital or distributed by cash.

The Company provides and reverses special reserves according to the letters under Jin-Guan-Zheng-Fa-Zi No. 1010012865 and Jin-Guan-Zheng-Fa-Zi No. 1010047490 as well as ―Q&A for Provision of Special Reserve Upon First-Time Adoption of IFRSs.‖ If there is any reversal of the decrease in shareholder’ equity, the earnings may be distributed based on the reversal proportion.

The Company held the general shareholders’ meetings respectively on June 18, 2020 and June 21, 2019. The proposal for loss compensation in 2019 and the proposal

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for profit distribution in 2018, respectively approved at the said meetings, are as follows:

ollows:
Legal reserves
Special reserves
Legal reserves for covering
losses
Reversal of special reserves
2019
$ -
$ -
$ 24,924
)
$ 66,778
)
2018


(
(



$ 9,724
$ 382,473
$ -
$ -

The shareholders decided at the general shareholders’ meetings of the Company on June 18, 2020 and June 21, 2019 to distribute the income derived from the issuance of common stocks at a premium as a capital reserve to the amount of NTD93,815,000 and NTD46,908,000 to the shareholders by cash pursuant to Article 241 of the Company Act.

The proposal for profit distribution in 2020 submitted by the Board meeting on March 25, 2021 is as follows:

arch 25, 2021 is as follows:
Legal reserves
Special reserves
2020

$ 14,461
$ 130,154

The Board of Directors of the Company decided on March 25, 2021 to distribute the income derived from the issuance of common stocks at a premium as a capital reserve to the amount of NTD67,359,000 to the shareholders by cash pursuant to Article 241 of the Company Act.

The proposal for loss compensation in 2020 is expected to be resolved at the general shareholders’ meeting to be held on June 23, 2021.

  • (IV) Other equity

  • Exchange differences from the translation of foreign operations’ financial statements

statements
Balance – beginning of
the year
Amounts incurred in the
year
Exchange differences
from foreign operations
Share of associates under
the equity method
Balance – ending of the
year
2020
( $ 24,935 )
(
12,624 )

1,836

($ 35,723
)
2019
$ 207
(
21,831 )
(
3,311
)
($ 24,935
)
  1. Unrealized profit/loss from the financial assets measured at fair value through other comprehensive income
other comprehensive income
2020 2019
Balance – beginning of
the year ($ 404,382
) ($ 660,956
)
Amounts incurred in the
year
Unrealized profit/loss –
equity instrument ( 204,967 ) 19,290

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Share of associates under
the equity method
(
Other comprehensive
income in the year
(
Cumulative profit or loss
on disposal of equity
instruments transferred
to retained earnings

Balance – ending of the
year
(
17,609
)
(
222,576
)

1,604


$ 625,354
)
(
3,676
)
15,614

240,960

$ 404,382
)

(V) Treasury stocks

reasury stocks
Cause of repurchase
Number of shares on January 1, 2020
Increase in the year
Decrease in the year
Number of shares on December 31, 2020
Maintenance of the
Company’s credit
and
shareholders’
equity (1,000
shares)
(
-
10,010

10,010
)
-

To protect the Company’s credit and shareholders’ equity, the Board of Directors resolved on March 18, 2020 and May 20, 2020 to buy back 10,000,000 and 5,000,000 shares of the Company respectively during the periods from March 19, 2020 to May 17, 2020 and from May 21 to July 17, 2020 pursuant to Article 28-2 of the Securities and Exchange Act, and define the price ranges of the shares to be repurchased respectively at NTD5–8 and NTD6–10 pursuant to Article 2 of the ―Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies.‖ In 2020, the Company repurchased 10,010,000 as treasury stocks at a cost of NTD78,752,000.

The Board of Directors of the Company resolved on November 5, 2020 to cancel the 10,010,000 shares repurchased for protection of the Company’s credit and shareholders’ equity, and set the record date of cancellation to November 6, 2020.

According to the Securities and Exchange Act, the treasury stock held by the Company shall not be pledged and entitled to any dividends and voting rights.

XXII. Revenue

Revenue
Revenue from contracts with
customers
Revenue from sale of goods
Other operating revenues
Other revenue
2020
$ 1,643,434
9,835
$ 1,653,269
2019




$ 1,598,927
6,552
$ 1,605,479

(I) Description of contracts with customers

The goods sold to customers were measured at the fair value of considerations received or receivable, and the amount recognized as revenue was determined by subtracting returns, rebates and other similar discounts expected from customers. (II) Contract balance

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December 31,
2020
December 31,
2019
Notes
and
accounts
receivable (Note 9)
$ 123,573
$ 97,197
(III) Sub-items of revenue from customer contracts
2020
Computer Peripheral
$ 1,015,318
Video Images
600,662
Consumer Electronics
10,782
Others

26,507
$ 1,653,269
December 31,
2019


January1,2019 January1,2019
$ 200,250
2019


$ 925,175
646,314
23,983
10,007
$ 1,605,479
XXIII.
(I)
(II)
Net profit in the year
Other profits and losses
Other revenue
Exchange loss – net
Rent revenue
Other losses
Profit on the valuation of
financial assets measured at
fair value through profit or
loss
Loss or profit on disposal and
obsolescence of property,
plants, and equipment – net
Profit on investment disposal –
net
Total
Depreciation and amortization
Property, plant and equipment
Investment property
Other non-current assets
Right-of-use assets
Summary
of
depreciation
expenses by function
Operating costs
Operating expenses
Non-operating expenses
Summary of amortization
expenses by function
Operating costs
Operating expenses
2020
$ 50,055
( 32,161 )
11,024
(
2,046 )
1,713
(
590 )

412
$ 28,407

2020
$ 28,672
2,236
10,086
30,816
$ 71,810
$ 18,751
40,737

2,236
$ 61,724
$ 7,880

2,206
$ 10,086
2019 2019
$ 45,111
( 16,841 )
20,861
(
7,113 )
-
21,633

3,369
$ 67,020

2019




















$ 29,513
7,680
17,019
25,762
$ 79,974
$ 22,248
33,027
7,680
$ 62,955
$ 13,508
3,511
$ 17,019

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(III) Employee benefit expense

mployee benefit expense
Post-employment benefits
Defined contribution plan
Defined benefit plan (Note 20)
Separation benefits
Other employee benefits
Total of employee benefit
expenses
Summarized by function
Operating costs
Operating expenses
2020
$ 3,679
444

4,123
1,648
198,555
$ 204,326
$ 35,381
168,945
$ 204,326
2019






$ 3,919
(
7,077
)
(
3,158 )
9,111
217,712
$ 223,665
$ 43,678
179,987
$ 223,665

(IV) Remuneration for employees, directors and supervisors

After deducting the profit before tax of the current year prior to distribution of the remuneration to employees, directors and supervisors, the amount no less than 1% and no more than 15% was appropriated as the remuneration to employees and no more than 1% was appropriated as remuneration to directors and supervisors. The remuneration for employees, directors and supervisors in 2020 and 2019 was resolved by the Board of Directors on March 25, 2021 and March 26, 2020, respectively, as follows:

Estimated ratio

Estimated ratio
Remuneration to employees
Remuneration to directors and
supervisors
Amount
Remuneration to employees
Remuneration to directors and
supervisors
2020
3%
1%
2020
$ 5,663
$ 1,887
2019
3%
1%
2019


$ 5,370
$ 1,769

If there were any changes in the amount after the approval and release date of annual consolidated financial statements, the change was treated as a change in accounting estimate and accounted in the following year.

There was no discrepancy between the actual distribution of remuneration to employees, directors and supervisors in 2019 and 2018 and the amount recognized in the consolidated financial statements in 2019 and 2018.

The information about remuneration to employees, directors and supervisors resolved by the Board of Directors may be viewed at the ―MOPS‖ of TWSE.

XXIV. Income tax

(I) Income tax recognized in profit or loss

Major components of income tax expenses are as follows:

Current income tax
Tax incurred in the year
Adjustments for the previous
2020
$ 31,125

5,396
)
2019

(

(
$ 11,046

585
)

-129-

year
25,729
Deferred income tax
Tax incurred in the year
12,683
Foreign exchange rate effect
(
645
)
12,038

Income tax expense recognized
as profit or loss
$ 37,767
Adjustments to accounting income and income tax expenses
2020
Net profit before tax
$ 184,672
Income tax expense on net
profit before tax calculated
at the statutory tax rate
$ 39,478
Losses not deductible and
tax-free income not included
when determining taxable
income
3,087
Unrecognized deductible
temporary difference
3,220
Unrecognized loss
carryforwards
(
2,622 )
Adjustment to income tax
expenses of the previous
year in the year
(
5,396
)
Income tax expense recognized
as profit or loss
$ 37,767
(II) Income tax recognized in other comprehensive income
2020
Deferred income tax
Amounts incurred in the year
-Unrealized profit/loss from the
financial assets measured at
fair value through other
comprehensive income
( $ 21,951 )
-Translation from foreign
operations
4,631
-Remeasurement of defined
benefits plans

4

Income tax recognized in other
comprehensive income
($ 17,316
)
10,461
10,183
(
116
)
10,067

$ 20,528
are as follows:
2019
10,461
10,183
(
116
)
10,067

$ 20,528
are as follows:
2019
$ 175,192
$ 43,520
( 26,323 )
9,997
(
6,081 )
(
585
)
$ 20,528
2019


$ 26,281
4,297
556

$ 31,134

(III) Deferred income tax assets and liabilities

Changes in deferred income tax assets and liabilities are as follows:

2020

Balance – Recognition Recognition Balance – beginning of in profit or in other ending of the the year loss comprehensiv year

-130-

e income e income
Deferred income tax assets
Temporary difference
Inventory
$
20,064
( $ 8,784 ) $
-
$ 11,280
Defined retirement
benefit plan 8,654 ( 18 ) - 8,636
Other non-current
assets 13,617 ( 1,235 ) - 12,382
Others 6,620 ( 3,611 ) - 3,009
Financial assets
measured at fair
value through other
comprehensive
income 46,837 - ( 14,028 ) 32,809
Investment under the
equity method 32,050 2,819 4,564 39,433
Deferred loss on
purchase
commitment
13,180
( 1,840
) -
11,340
$ 141,022
($ 12,669
) ($
9,464
) $ 118,889
Deferred income tax
liabilities
Temporary difference
Investment under the
equity method
$
14,379
( $ 95 ) ( $
67
) $ 14,217
Defined retirement
benefit plan 2,309 - ( 4 ) 2,305
Financial assets
measured at fair
value through other
comprehensive
income - - 7,923 7,923
Others
-
109
-
109
$
16,688
$ 14
$
7,852
$ 24,554
2019
Recognition
Balance – Recognition in other Balance –
beginning of in profit or comprehensiv ending of the
theyear loss e income year
Deferred income tax assets
Temporary difference
Inventory
$
33,018
( $ 12,954 ) $
-
$ 20,064
Defined retirement
benefit plan 10,186 ( 1,532 ) - 8,654
Other non-current
assets 18,758 ( 5,141 ) - 13,617
Others 5,647 973 - 6,620
Financial assets
measured at fair
value through other
comprehensive
income 32,810 - 14,027 46,837

-131-

Investment under the
equity method
Deferred loss on
purchase
commitment


Deferred income tax
liabilities
Temporary difference
Investment under the
equity method

Defined retirement
benefit plan
Financial assets
measured at fair
value through other
comprehensive
income

26,942
2,995
2,113
9,466

3,714

-

$ 136,827
($ 11,945
)$ 16,140

$ 18,325 ( $ 1,762 ) ( $ 2,184 )
2,865
- (
556 )
12,254

-
(
12,254
)
$ 33,444
($ 1,762
) ($ 14,994
)

32,050
13,180
$ 141,022
$ 14,379

2,309
-
$ 16,688

(IV) Authorization of income tax

The Company’s income tax returns up to 2018 were audited and approved by the tax authorities. The declared loss from sale of sluggish materials in 2012 was deducted pursuant to the approved adjustment and a tax amount of NTD5,257,000 was exempted as a result. The Company did not accept the said approval and filed an administrative action. On July 8, 2020, the Taipei High Administrative Court issued a final decision for settlement with an approved amount of refundable tax of NTD2,104,000.

The income tax returns of Chung-Chiang Investment Co., Ltd. and Hung-Cheng Investment Co., Ltd. up to 2018 and of the Digilife Technologies Co., Ltd. up to 2017 were audited and approved by the tax authorities.

XXV. EPS

The earning and the weighted average number of common stocks used for calculating EPS are as follows:

Net profit in the year

are as follows:
Net profit in the year
Earnings attributable to the owner
of the Company
Effect of potential diluted common
stocks:
Remuneration to employees
Profit used for calculation of diluted
EPS
Number of shares
Weighted
average
number
of
common
stocks
used
for
calculating basic EPS
Effect of potential diluted common
stocks:
Remuneration to employees
Weighted
average
number
of
2020
$ 146,236
-
$ 146,236
2020
228,307
657
228,964
2019


$ 151,480

-
$ 151,480
Unit: 1,000 shares
2019




234,538
783
235,321

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common stocks used for calculating diluted EPS

When the Company and subsidiaries could select stocks or cash as the remuneration to employees, it was assumed that the employee’s remuneration was paid with stocks when the diluted EPS was calculated. The weighted average outstanding common stocks were added when the potential common stocks had diluting capability to calculate the diluted EPS. The diluting capability of the potential common stocks was referenced in the next year when the Board of Directors resolved to calculate the diluted EPS prior to payment of the employee’s remuneration with stocks.

XXVI. Capital risk management

The Company and subsidiaries conducted capital management to ensure the companies of the Group could keep operating while maximizing shareholders’ return by optimizing the liability and equity balances. The overall strategies of the Company and subsidiaries did not have substantial changes.

The capital structure of the Company and subsidiaries was comprised of the net liabilities (i.e. loans minus cash and cash equivalents) and shareholders’ equity attributable to the Company (i.e. capital stock, capital reserves, retained earnings, and other equities).

The Company and subsidiaries did not need to observe external capital requirements.

The management of the Company conducted annual review of the Group’s capital structure. Observing the suggestions of the management, the Company and subsidiaries balanced the overall capital structure by paying dividends, issuing new stocks, repurchasing stocks, and issuing new corporate bonds, or repaying existing liabilities. XXVII. Financial instruments

  • (I) Fair value information – financial instruments not measured at fair value

Since the book value of the Company and subsidiaries’ financial instruments not measured at fair value, including cash and cash equivalents, notes and accounts receivable, finance leases receivable, other receivables, guarantee deposits paid, notes and accounts payable, other payables, long-term liabilities maturing within 1 year, long-term loans and guarantee deposits received, was a reasonable approximation of fair value, we did not disclose the fair value.

  • (II) Fair value information – financial instruments measured at fair value on a repetitive basis

  • Fair value hierarchy December 31, 2020

Fair value hierarchy
December 31, 2020
Financial assets measured
at fair value through
profit or loss
Investment in equity
instruments
-Domestic
non-listed (OTC)
stocks
Financial assets measured
at fair value through
other comprehensive
income
Investment in equity
instruments
Level 1
$ -
Level 2
$ -
Level 3
$ 1,713
Total
$ 1,713

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-Domestic listed
(OTC) stocks
-Domestic
non-listed
(non-OTC) stocks
-Overseas
non-listed
(non-OTC) stocks
Total

December 31, 2019
Financial assets measured
at fair value through
other comprehensive
income
Investment in equity
instruments
-Domestic listed
(OTC) stocks
-Domestic
non-listed
(non-OTC) stocks
-Overseas
non-listed
(non-OTC) stocks
Total
Level 1
$ 43,724
-

-

$ 43,724

Level 1
$ 71,056
-

-

$ 71,056
Level 2
$ -
-

-

$ -

Level 2
$ -
-

-

$ -
Level 3
$ 10,950
72,791

115,501

$ 199,242

Level 3
$ 101,532
59,083

214,905

$ 375,520
Total








$ 54,674
72,791

115,501

$ 242,966

Total








$ 172,588
59,083

214,905

$ 446,576

There was no transfer of fair value measurements between Level 1 and Level 2 in 2020 and 2019.

  1. Adjustments to the fair value of financial instruments based on Level 3 measurement 2020
measurement
2020
Balance – beginning of
the year
Recognition in profit or
loss (other profits and
losses)
Recognition in other
comprehensive income
Purchase
Disposal

Exchange differences
from foreign
operations
Balance – ending of the
year
Financial assets
measured at fair
value through profit
or loss
$ -
2,125
-
55,315
(
55,574 )

(
153
)
$ 1,713
Financial assets
measured at fair
value through other
comprehensive
income
$ 375,520
-
(
164,346 )
-
(
1,355 )

(
10,577
)
$ 199,242
Total

(
(

(
(
(

(
(
(
$ 375,520
2,125

164,346 )
55,315

56,929 )
10,730
)
$ 200,955

2019

-134-

Balance – beginning of
the year
Recognition in profit or
loss (other profits and
losses)
Recognition in other
comprehensive income
Purchase
Disposal

Exchange differences
from foreign
operations
Balance – ending of the
year
Financial assets
measured at fair
value through profit
or loss
$ 18,242
3,369
-
59,540
(
77,914 )

(
3,237
)
$ -
Financial assets
measured at fair
value through other
comprehensive
income
$ 632,506
-
(
11,288 )
44,460
(
288,184 )

(
1,974
)
$ 375,520
Total

(
(

(
(
(

(
(
(
$ 650,748
3,369

11,288 )
104,000

366,098 )
5,211
)
$ 375,520
  1. Evaluation technology and inputs of Level 3 fair value measurement

For the domestic and overseas non-listed (non-OTC) stocks held by the Company and subsidiaries and measured at fair value, such fair value was determined with reference to the price supported with the observable market price or estimated using the comparable multiple method.

For the investment products for which no market price could be used as a reference, the cash flow discounting method was used to estimate the cash flow in the future based on the observable interest rate at the end of the period. The fair value for the stock private placement for domestic listed companies was determined using the option pricing model based on the observable market price.

(III) Type of financial instruments

price.
ype of financial instruments
Financial assets
Financial assets measured at
amortized cost (Note 1)
Measurement at fair value
through profit or loss
Mandatory measurement at fair
value through profit or loss
Financial assets measured at
fair value through other
comprehensive income
Investment in equity
instruments
Financial liabilities
Measurement at amortized cost
(Note 2)
December 31,2020
$ 1,563,805
1,713
242,966
482,838
December 31,2019
$ 1,622,269
-
446,576
359,550
Note 1: The balance included the financial assets measured at amortized cost, such as cash and
cash equivalents, notes and accounts receivable, finance leases receivable, other
receivables andguarantee depositspaid.
Note 2: The balance included the financial liabilities measured at amortized cost,such as notes

-135-

and accounts payable, other payables, long-term loans maturing within 1 year, long-term loans and guarantee deposits received.

(IV) Financial risk management purpose and policy

The Company and subsidiaries’ main financial instruments included investments in equity, accounts receivable, accounts payable, loans and lease liabilities. Our financial management department was responsible for provision of services for business units, planning and coordination of investments in domestic and international financial markets, analysis of internal risk exposure based on the risk level and scope, and reporting, supervision and management of the financial risks related to the Company’s and subsidiaries’ operations. The said risks included the market risk (such as exchange rate risk, interest rate risk, and other price risks), credit risk, and liquidity risk.

We used derivative financial instruments to avoid risk exposure and mitigate the impact of such risks. Derivative financial instruments were used subject to the policies adopted at the meeting of the Board of Directors or shareholders of the Company and subsidiaries. These policies included the exchange rate risk, interest rate risk, credit risk, use of derivative and non-derivative financial instruments, and the written current funds investment principle. Internal reviewers reviewed the compliance of the policies and the exposure limits on an ongoing basis. The Company and subsidiaries did not conduct transactions of financial instruments (including derivative financial instruments) for speculation purposes.

The finance management department reported to the Board of Directors of the Company and subsidiaries every quarter.

  1. Market risk

The major financial risk that the operating activities imposed on the Company and subsidiaries was the foreign exchange rate risk. (Refer to (1) below.) The Company and subsidiaries were engaged in various derivative financial instruments to manage the imposed foreign exchange rate risk.

The Company and subsidiaries did not change the risk exposure on the financial instrument market or the methods for management and measurement of such exposure.

  • (1) Exchange rate risk

The Company and subsidiaries were engaged in sales and purchase transactions in foreign currency. These transactions exposed the Company and subsidiaries to the exchange rate fluctuation risk. More than 99% of the sales amount of the Company and subsidiaries were not valuated with the functional currency of the Company; about 99% of the purchase amount were not valuated with the functional currency of the Company. The Company and subsidiaries used currency options to manage the exchange rate risk within the policies.

For the book value of the monetary assets and liabilities of the Company and subsidiaries valued with non-functional currency on the balance sheet date, see Note 32.

Sensitivity analysis

The Company and subsidiaries were affected primarily by fluctuations in the exchange rate of USD.

Our sensitivity analysis for the exchange rate of NTD (functional currency) to USD increasing or decreasing by 1% is described in the following table: The sensitivity analysis only included the outstanding foreign currency items. The translation thereof at the end of the period was adjusted by an increase or decrease of 1% in the exchange rate. The positive number in the following table means the reduced amount of the

-136-

pre-tax net profit when NTD appreciates by 1% against USD; when NTD depreciates by 1% against USD, the effect on the pre-tax net profit is represented with a negative number of the same amount.

2020 2019 Profit or loss (Note) $ 8,717 $ 8,880

Note: The profit or loss was mainly generated from the Company and subsidiaries’ accounts receivable and payable denominated in USD which were outstanding on the balance sheet date and were not hedged against the cash-flow risk.

(2)

The management found that the sensitivity analysis could not represent the inherent risk of exchange rate. Since the sales changed in seasons, the foreign currency risk exposure on the balance sheet date could not reflect the exposure in the midyear. Interest rate risk

The interest rate risk exposure occurred because the Company and subsidiaries’ entities borrowed funds and deposits with the undertaking bank at fixed and floating rates at the same time.

The book value of the financial assets and liabilities of the Company and subsidiaries exposed to the interest rate risk on the balance sheet date are as follows:

are as follows:

With fair value interest
rate risk
-Financial assets
-Financial liabilities
With cash flow interest
rate risk
-Financial assets
-Financial liabilities
December 31,2020
$ 499,271
65,085
830,173
238,000
December 31,2019
$ 594,390
106,287
880,089
100,000

Sensitivity analysis

The following sensitivity analysis is based on the interest rate risk exposure of the non-derivative instruments on the balance sheet date. The analysis mainly focuses on the assets and liabilities with floating interest rate and assumes that the amount of outstanding assets and liabilities on the balance sheet date is completely in circulating during the reporting period.

(3)

If the interest rate increased/decreased by 25 basis points, with all other variables held constant, the Company and subsidiaries’ net profit before tax in 2020 and 2019 was increased/decreased by NTD1,715,000 and NTD1,346,000, respectively. Other price risks

The Company and subsidiaries sustained equity price risk exposure due to investment in equity securities. This investment was not held for trading but a strategic investment. The management of the Company and subsidiaries managed risk by holding different risk investment portfolios. The equity price risk of the Company and subsidiaries was mainly in the equity instruments for the electronic industry. The Company designated responsible teams to monitor the price risk.

-137-

Sensitivity analysis

The following sensitivity analysis is based on the equity price risk exposure on the balance sheet date.

If the equity price increased/decreased by 1%, the profit or loss before tax in 2020 was increased/decreased by NTD17,000, respectively, due to increases/decreases of the fair value of the financial assets measured at fair value through profit or loss. Other comprehensive income before tax in 2020 and 2019 was increased/decreased by NTD2,430,000 and NTD4,466,000, respectively, due to increases/decreases of the fair value of the financial assets measured at fair value through other comprehensive income.

2. Credit risk

The credit risk refers to the risk in the financial loss of the Group because the counterparty delays in the fulfillment of the contractual obligations. Up to the balance sheet date, the potential highest credit risk exposure of the Company and subsidiaries due to failure of the counterparty to fulfill the obligations was mainly derived from the book value of the financial assets recognized in the consolidated balance sheet.

In order to mitigate the credit risk, the management of the Company and subsidiaries designated responsible teams to set the line of credit, approve credit, and carry out other control procedures to ensure that appropriate actions were adopted for the recovery of overdue accounts receivable. In addition, the Company and subsidiaries reviewed the recoverable amount of accounts receivable separately on the balance sheet date to make sure that the appropriate impairment loss of the accounts receivable that could not be recovered was recognized. As such, our management considered that the Company and subsidiaries’ credit risk was reduced.

Since the counterparty of the current funds and derivative financial instruments was a financial institution having good credit rating, no significant credit risk was expected.

Receivables were to be collected from a lot of customers. They belonged to different industries and were located in different geographic areas. The Company and subsidiaries continuously assessed the financial status of the customers from which receivables should be recovered and, if necessary, entered into credit insurance contracts.

Up to December 31, 2020 and 2019, the balance of receivables of the top 10 customers accounted for 49% and 63% of that of the Company and subsidiaries, respectively. The credit concentration risk of other receivables was insignificant.

3.

Liquidity risk

The Company and subsidiaries managed liquidity risk for the purpose to maintain the cash and cash equivalents needed for the operation, securities of high liquidity, and full banking facility to ensure that the Company and subsidiaries had adequate financial flexibility.

Liquidity and interest rate risks

The following table describes the remaining contractual maturity analysis of the non-derivative financial liabilities within the agreed repayment period of the Company and subsidiaries. The table is compiled based on the earliest repayment date required to the Company and subsidiaries and the

-138-

non-discounted cash flow of the financial liabilities, excluding the cash flow of the interest.

December 31, 2020

the interest.
December 31, 2020
the interest.
December 31, 2020
Less than 1
year

Non-derivative
financial
liability
Non-interest-bear
ing liabilities
$ 244,838
Lease liabilities
31,368
Floating interest
rate instruments
8,095

$ 284,301

December 31, 2019
Less than 1
year

Non-derivative
financial
liability
Non-interest-bear
ing liabilities
$ 259,550
Lease liabilities
36,810
Floating interest
rate instruments
-

$ 296,360
1 to 2years
$ -

28,717

24,688

$ 53,405

1 to 2years
$ -

33,987

8,043

$ 42,030
2 to 5years
$ -

6,093

79,071

$ 85,164

2 to 5years
$ -

38,059

59,463

$ 97,522
Over 5years
$ -

-
126,146
$ 126,146
Over 5years

Non-derivative
financial
liability
Non-interest-bear
ing liabilities

Lease liabilities
Floating interest
rate instruments












$ -

-
32,494
$ 32,494

XXVIII. Related party transactions

Since all the transactions, account balances, profits and expenses/losses between the Company and the subsidiaries (namely, the Company’s related parties) were removed after the merger, they were not disclosed in the Note. Transactions between the Company and subsidiaries and other related parties are as follows:

(I) Names of related parties and their relationship with the Company and subsidiaries

Relationship with the Company and Name of Related Party Subsidiaries STAR REACH LIMITED Associate DigiLife (Thailand) Co., Ltd. Associate KAI CHIEH LIMITED The Company’s de facto related party before January 23, 2019 Shih-Kun Tso The Company’s Chairman Yung-Far Wei De facto related party

(II) Operating transaction

perating transaction
Revenue on processing
De facto related party
2020
$ -
2019
$ 510

The Company and subsidiaries’ revenue on processing from KAI CHIEH LIMITED is credited on a monthly basis every 30 days. The sales price of the Company

-139-

and subsidiaries offered to the aforesaid related parties was approximately same as the price for other individual customers.

rice for other individual customers.
Purchase
Associate
De facto related party
2020
$ 285
-
$ 285
2019




$ 8,890
7,497
$ 16,387

The purchase transactions of the Company and subsidiaries with STAR REACH LIMITED and KAI CHIEH LIMITED were conducted under O/A 30 days. Except for the aforesaid transactions, all the transactions of the Company and subsidiaries with related parties were conducted under the conditions same as those for the transactions with non-related parties.

ith non-related parties.
Manufacturing expense
De facto related party
Disposal of property, plants,
and equipment
De facto related party

Disposal
2020 $ Profit on 2019
$ -
proceeds
2019
$ 1,495
$ 23,215
disposal
2020 2020
$ -
2019
$ -
$ 663

Balance of accounts payable to related parties on the balance sheet date is as follows:

ollows:
Associate December 31,2020
$ -
December 31,2019
$ 831

The outstanding balance of the accounts payable to related parties was not guaranteed and to be paid by cash.

(III) Lease agreement

uaranteed and to be paid by cash.
ease agreement
Lease liabilities
Shih-Kun Tso
Interest expenses
Shih-Kun Tso
December 31,2020
$ -
2020
$ 108
December 31,2019
$ 9,807
2019
$ 174

The Company and subsidiaries rented offices from Shih-Kun Tso with the lease terms and conditions equivalent to non-related parties.

(IV) Remuneration to key management

emuneration to key management
Short-term employee benefits
Post-employment benefits
2020
$ 41,811
438
$ 42,249
2019




$ 42,952
541
$ 43,493

The remuneration to the directors and key management was decided by the Remuneration Committee subject to personal performance and market trend. XXIX. Pledged and mortgaged assets

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The following assets were pledged or mortgaged to the bank as collateral for issuance of letters of credit and for short-term and long-term loans:

Property – net
Investment property – net
December 31,2020
$ 516,047

178,007
$ 694,054
December 31,2019 December 31,2019




$ 346,318
179,077
$ 525,395

XXX. Significant contingent liability and unrecognized contractual commitment In addition to those described in other notes, the Company and subsidiaries’ significant commitments and contingencies on the balance sheet date are as follows:

  • (I) Significant commitments

The Company and subsidiaries’ total prices of additional property and pre-sold house purchase contracts and paid payment are as follows:

Total contract price
Paid payment (Note)
December 31,2020
$ 168,000
$ 58,000
December 31,2019 December 31,2019


$ 346,770
$ 53,731

Note: The paid payment was recognized in prepayment for equipment.

In May 2020, the Company canceled its purchase of the pre-sold house in Zhonghe District, New Taipei City, and recovered the deposit paid. In March 2020, the prepayment for equipment made by the Company and subsidiaries for purchase of the pre-sold house in Shilin District, Taipei City was reclassified as property, plant and equipment. See Note 14.

  • (II) Contingencies

The SFIPC claimed that the Company is a corporate director of Unity Opto Technology, Ltd. (hereinafter referred to as ―Unity Opto‖), and that the financial statements of Unity Opto used circular transactions to inflate the operating revenue and exaggerated the amount of work-in-progress goods to inflate profits, causing a total of NTD569,202,000 in damage to investors. As a result, a claim for damages was filed against Unity Opto and its directors and supervisors (including the Company). The case is being adjudicated in the Taiwan New Taipei District Court, and its result is currently unknown to us. Therefore, no losses related to the case were recognized.

XXXI. Other matters

The Company and subsidiaries have been affected by the spread of the COVID-19 pandemic worldwide. The Dongguan Plant and most of the supply chain suppliers of the subsidiary in China had their Chinese New Year holidays extended to the end of February or the beginning of March when work was resumed. Warehousing and transportation services also delayed the resumption of their work, affecting the progress of consolidation and shipment of goods. As a result, the Company and subsidiaries’ operating revenue in February 2020 dropped by 49% from the same period of 2019. Shipments have gradually returned to normal since March. Despite the easing of the pandemic in Taiwan, the Company and subsidiaries’ sales customers in Eastern and Western Europe, Latin America and Asia Pacific were still under closed management. As the global economy continues to recede, consumers are spending their money on web shopping rather than in physical stores, and social life is instead conducted through remote interaction. Nevertheless, since the Company and subsidiaries and their customers have promptly made adjustments, the net operating revenue in 2020 increased by NTD47,790,000 (with an annual growth of approximately 3%) from the same period of 2019, and the operating profit of NTD161,795,000 was an increase of approximately 204% from the same period of 2019. The COVID-19 pandemic has not caused significant impact to the going concern ability,

-141-

working capital liquidity turnover rate, asset impairment and financing risk of the Company and subsidiaries.

Due to the possibility that the pandemic will last for some time and continue to affect the global economy and the lifestyle of consumers, the Company and subsidiaries plan to take the following measures:

Adjustment to the operational strategy

  • (I) The Company will engage in the promotion of non-physical web and online marketing jointly with its customers.

  • (II) The Company will introduce more products relating to the economic and lifestyles that have emerged in the post-pandemic era including stay-at-home economy, remote working and distance education.

  • XXXII. Information on foreign currency financial assets and liabilities with significant effect The following information was summarized and stated based on the foreign currencies

  • other than the Company and subsidiaries’ functional currency. The disclosed exchange rate represents the exchange rate of such foreign currencies to the functional currency. Foreign currency financial assets and liabilities with significant effect are as follows:

December 31, 2020

December 31, 2020
Financial assets
Monetary items
USD
RMB
AUD
Investment under the equity
method
USD
RMB
THB
Financial assets measured at
fair value through other
comprehensive income
RMB
THB
Financial liabilities
Monetary items
RMB
USD
December 31, 2019
Financial assets
Monetary items
USD
RMB
AUD
EUR
Investment under the equity
Foreign
currency
$ 31,579
28,931
3,238
1,813
2,571
737
25,658
3,800
35,919
972
Foreign
currency
$ 31,557
25,239
1,937
271
Exchange
Rate
28.480
4.377
21.950
28.480
4.377
0.956
4.377
0.923
4.377
28.480
Exchange
Rate
29.980
4.305
21.005
33.590
Book value
$ 899,357
126,632
71,065
51,623
11,253
704
111,994
3,507
157,219
27,674
Book value
$ 946,071
108,655
40,694
9,203

-142-

method
USD $ 1,441 29.980 $ 43,209
RMB 2,681 4.305 11,543
THB 737 1.010 744
Financial assets measured at
fair value through other
comprehensive income
RMB 49,191 4.305 211,398
THB 3,800 0.923 3,507
Financial liabilities
Monetary items
RMB 18,511 4.305 79,688
USD 1,938 29.980 58,111
HKD 9,503 3.849 36,578

The realized and unrealized foreign currency exchange losses of the Company and subsidiaries in 2020 and 2019 were NTD32,161,000 and NTD16,841,000, respectively. However, it is infeasible to disclose the exchange loss and gain of each significant foreign currencies because of numerous foreign currency transactions and functional currencies of the Group.

XXXIII. Disclosures of notes

  • (I) Information on major transactions:

  • Loans to others: None.

  • Endorsements/guarantees for others: None.

  • Securities – ending (excluding those controlled by invested subsidiaries, associates and joint ventures): Table 1.

  • Aggregate purchases or sales of the same securities reaching NTD300 million or more than 20% of the paid-up capital: None.

  • Acquisition of property reaching NTD300 million or more than 20% of the paid-up capital: None.

  • Disposal of property reaching NTD300 million or more than 20% of the paid-in capital: None.

  • Purchases or sales of goods from and to related parties reaching NTD100 million or more than 20% of the paid-up capital: Table 2.

  • Accounts receivable from related parties reaching NTD100 million or more than 20% of the paid-up capital: Table 3.

  • Trading in derivative instruments: None.

  • Others: The business relationship and important transactions between the parent company and its subsidiaries, and between subsidiaries: Table 4.

  • (II) Information on investees: Table 5.

  • (III) Information on investments in Mainland China:

  • Information about investees in Mainland China, such as the name, main business operations, paid-in capital, method of investment, inward and outward remittance of funds, shareholding ratio, profit or loss from investments, investment book value at the end of the period, profit or loss received from investments, and limit on the amount of investment in Mainland China: Table 6.

-143-

  1. Any of the following significant transactions with investees in Mainland China, either directly or indirectly through a third-party area, and their prices, payment conditions, and unrealized profits or losses: Table 6.

    • (1) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period.

    • (2) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period.

    • (3) The amount of property transactions and the amount of resulting profits or losses.

    • (4) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes.

    • (5) The highest balance, the end-of-period balance, the interest rate range, and total current interest with respect to financing of funds.

    • (6) Other transactions that have a material effect on the profit or loss of the period or on the financial position, such as the rendering or receiving of services.

  2. (IV) Information on major shareholders: The names and the numbers and percentages of shares held by shareholders who hold at least 5% of the total shares. (Table 7)

  3. XXXIV.Segment information

The information was provided for the chief operating decision maker to distribute resources and evaluate the performance of each department. It focused on the type of each batch of products or services delivered or provided. The reportable segments of the Company and subsidiaries were the electronic and other segments.

  • (I) Segment revenue and operating result

Analysis of the Company and subsidiaries’ revenues and operating results from continuing operations by reportable segment is as follows:

Domestic and overseas
operatingsegments
Revenues
from
clients
other than the parent
company and merged
subsidiaries
Segment profits (losses)

Loss
on
disposal
of
investment property
Other profits and losses
Impairment loss
Share of profit/loss of
associates under equity
method
Interest income
Interest expenses

Net profit (loss) before tax
Domestic and overseas
operatingsegments
Revenues
from
clients
2020
Total
$ 1,653,269
$ 161,795
(
9,000 )

28,407
(
2,552 )
1,224
8,954
(
4,156
)
$ 184,672
Electronic
products
$ 1,602,809
Others
$ 2,670
Total
$ 1,605,479

-144-

other than the parent other than the parent
company and merged
subsidiaries
Segment profits (losses)
$ 56,803 ( $ 3,522 ) $ 53,281
Profit
on
disposal
of
investment property 148,639 - 148,639
Other profits and losses 67,020 - 67,020
Impairment loss ( 58,702 ) -
(
58,702 )
Share of profit/loss of
associates under equity
method ( 38,050 ) -
(
38,050 )
Interest income 15,183 560 15,743
Interest expenses ( 12,739
) - ( 12,739
)
Net profit (loss) before tax $ 178,154
( $ 2,962
)$ 175,192

The segment profit was the earnings of each segment excluding the administration costs of the head office to be shared and the compensation of the directors and supervisors, the portion of the affiliate accounted for under the equity method, loss and gain from disposal of any affiliate, rent income, interest income, loss and gain from disposal of property, plants, and equipment, loss and gain from disposal of investments, net foreign currency exchange gain (loss), financial tool valuation gain (loss), financial costs and income tax. These estimated amounts were provided for the chief operating decision maker to distribute resources to departments and evaluate their performance.

(II) Total segment assets and liabilities

otal segment assets and liabilities
Segment asset
Electronic segment
Others
Total consolidated assets
Segment liability
Electronic segment
Others
Total consolidated liabilities
December 31,2020
$ 3,332,615

364,927
$ 3,697,542
$ 694,079

1,288
$ 695,367
December 31,2019










$ 3,427,964
399,722
$ 3,827,686
$ 532,253
30,744
$ 562,997

(III) Revenue from main products and services

Analysis of the Company’s revenue from main products and services is as follows:

Electronic products
Investment
2020
$ 1,650,825
2,444
$ 1,653,269
2019




$ 1,602,809
2,670
$ 1,605,479

(IV) Information by territory

The Company primarily operates in four regions: Asia, America, Europe, and Taiwan.

The Company’s revenue of continuing operations from external clients and non-current assets was classified respectively by territory and the location where the assets were located. The relevant information is listed as follows:

Income from external clients Non-current assets
2020
2019

-145-

Asia

America
Europe
Taiwan
Others

2020
$ 558,586
555,171
436,675
61,379

41,458

$ 1,653,269
2019

$ 813,399

423,671

337,954

8,229

22,226

$ 1,605,479
December 31
$ 80,910

43

43

1,043,797

-

$ 1,124,793
December 31

















$ 104,409

10,003

41

917,483

-
$ 1,031,936

The non-current assets did not include financial instruments and deferred income tax assets.

(V) Information about major clients

The income of the electronic segment in 2020 and 2019 was NTD1,650,825,000 and NTD1,602,809,000, respectively, and of which NTD256,672,000 and NTD435,643,000 came from the largest customer of the Group. Except for the above-mentioned largest customer, no income earned from any single customer reached more than 10% of the Group’s total income in 2020 and 2019.

-146-

KYE Systems Corp. and Subsidiaries Securities Held at the End of the Period December 31, 2020

Table 1

Unit: NTD and foreign currency (thousand)

Holding Company Type and Name of Securities Relationship with the Issuer of
Securities
Account Title At the End of the Period At the End of the Period
Number of
shares/Number of units
(1,000 shares/1,000
units)
Book value Shareholding ratio Fair value
(Note 1)
KYE Systems Corp.
Globalink
Holding Co., Ltd.
Hung-Cheng Investment Co., Ltd.
Digilife Technologies Co., Ltd.
Stock
Powerchip Semiconductor Manufacturing
Corp.
CORETEK OPTO CORPORATION
Monterey International Corp.
Ta Shee Resort Co., Ltd. (preferred stock)
Unity Opto Technology Co., Ltd.
AIPTEK (private placement)
Unity Opto Technology Co., Ltd. (private
placement)
Stock
Shenzhen CMK Technology Co., Ltd.
Stock
Solteam Incorporation
FLYTECH
Dynamic Medical Technologies, Inc.
CORETEK OPTO CORPORATION
Stock
Cheng-Shih International Co., Ltd.
MOTOMOTO Ltd.
None
The Company’s director is the
chairman of the company.
None
None
The Company’s director is the
chairman of the company.
None
The Company’s director is the
chairman of the company.
None
None
None
None
The chairman of the company
is a director of KYE
Systems Corp.
None
None
Financial assets measured at fair value
through profit or loss – current
Financial assets measured at fair value
through other comprehensive income –
non-current
Financial assets measured at fair value
through other comprehensive income –
non-current
Financial assets measured at fair value
through other comprehensive income –
non-current
Financial assets measured at fair value
through other comprehensive income –
current
Financial assets measured at fair value
through other comprehensive income –
non-current
Financial assets measured at fair value
through other comprehensive income –
non-current
Financial assets measured at fair value
through other comprehensive income –
non-current
Financial assets measured at fair value
through other comprehensive income –
current
Financial assets measured at fair value
through other comprehensive income –
current
Financial assets measured at fair value
through other comprehensive income –
current
Financial assets measured at fair value
through other comprehensive income –
non-current
Financial assets measured at fair value
through other comprehensive income –
non-current
Financial assets measured at fair value
through other comprehensive income –
non-current
34
6,583
2,631
-
1,913
3,000
15,789
-
156
486
11


10


50


38
$ 1,713
48,467
22,820
30
-
(Note 3)
10,950
-
(Note 3)
USD
3,932
9,363
30,405
540
74
500
3,507
-
9.96%
7.71%
-
-
2.36%
3.42%
8.61%
-
-
-
-
2.55%
19.00%
$ 1,713
48,467
22,820
30
-
(Note 3)
10,950
-
(Note 3)
USD
3,932
9,363
30,405
540
74
500
3,507

(Continued to next page)

-147-

(Continued from previous page)

Holding Company Type and Name of Securities Relationship with the Issuer of
Securities

Account Title
At the End of the Period At the End of the Period
Number of
shares/Number of units
(1,000 shares/1,000
units)
Book value Shareholding ratio Fair value
(Note 1)
LIAN, JU Biotechnology Co., Ltd
Unity Opto Technology Co., Ltd.
Shin Kong Financial Holding Co., Ltd.
China Petrochemical Development
Corporation
The directors of the company
are also directors of Digilife
Technologies Co., Ltd.
The chairman of the company
is a director of KYE
Systems Corp.
None
None
Financial assets measured at fair value
through other comprehensive income –
non-current
Financial assets measured at fair value
through other comprehensive income –
current
Financial assets measured at fair value
through other comprehensive income –
current
Financial assets measured at fair value
through other comprehensive income –
current
90
597
176
160
$ 900
-
(Note 3)
1,547
1,869
18.00%
-
-
-
$ 900
-
(Note 3)
1,547
1,869

Note 1: The market price was determined as follows: The price of the listed and OTC stocks was calculated based on the closing price of Taiwan Stock Exchange and Taipei Exchange at the end of December 2020; the price of the stock private placement the trade of which was restricted was estimated using the valuation method; the price of the non-listed and non-OTC stocks was calculated using the valuation method.

The securities held at the end of the period were not provided as guarantees or pledged as collateral for loans.

Note 2: The securities held at the end of the period were not provided as guarantees or pledged as collateral for loans. Note 3: Unity Opto ceased trading on April 7, 2020, so there were no open market price and verifiable financial figures that could serve as the basis of valuation. The Company assessed that the fair value of Unity Opto’s equity was 0 and recognized unrealized valuation losses on investment in equity instruments measured at fair value through other comprehensive income in 2020.

-148-

KYE Systems Corp. and Subsidiaries

Purchases or sales of goods from and to related parties reaching NTD100 million or more than 20% of the paid-up capital 2020

Table 2

Unit: NTD thousand

Purchaser/Seller Counterparty Relationship Transaction Transaction Trading conditions distinct from
those of general transactions and
reasons thereof
Trading conditions distinct from
those of general transactions and
reasons thereof
Notes/Accounts Receivable
(Payable)
Notes/Accounts Receivable
(Payable)
Remarks
Purchase (sale) Amount Percentage in
total purchases
(sales)

Loan period
Unit price Loan period Balance Percentage in
total
notes/accounts
receivable
(payable)
KYE Systems
Corp.
KYE Trade (HK)
Co., Ltd.
KYE Trade (HK) Co.,
Ltd.
Dong-Guan Kunying
Computer Products
Co.,Ltd.
The Company’s
sub-subsidiary
With the same parent
company
Purchase
(Note 1)
Purchase
$ 484,510
(Note 2)
483,655
(Note 2)
43%
43%
Irregularly offset
by
accounts
receivable
Irregularly offset
by
accounts
receivable


-


-

$ -
-
-

-

Note 1: As for the purchase trading with KYE Trade (HK) Co., Ltd., the Company purchased raw materials as entrusted and had them transported to the subsidiary in China for processing to finished products, which then resold to the Company. Note 2: The amount was entirely written off during preparation of the consolidated financial statements.

-149-

KYE Systems Corp. and Subsidiaries Accounts receivable from related parties reaching NTD100 million or more than 20% of the paid-up capital December 31, 2020

Table 3

Unit: NTD thousand

Company Booking
Accounts Receivable
Counterparty Relationship Balance of Accounts
Receivable from
Related Parties
Turnover Rate Overdue Accounts Receivable from Related
Parties
Overdue Accounts Receivable from Related
Parties
Subsequent Recovered
Amount of Accounts
Receivable from
Related Parties

Appropriated loss
allowance
Amount Treatment
KYE Trade (HK) Co.,
Ltd.
Dong-Guan Kunying
Computer Products Co.,
Ltd.
With the same parent
company
$ 534,294
(Note 2)
(Note 1) (Note 1) (Note 1) (Note 1) $ -

Note 1: They were mainly the receivables from the entrusted purchase of raw materials and machine/equipment and intermittently offset by accounts payable. Note 2: The amount was entirely written off during preparation of the consolidated financial statements.

-150-

KYE Systems Corp. and Subsidiaries

The business relationship and important transactions between the parent company and its subsidiaries, and between subsidiaries

2020

Table 4

Unit: NTD thousand

No. Name of Trader Counterparty Relationship with
Traders
(Note 1)
Transaction Transaction
Title Amount Trading conditions Percentage of
consolidated total
operating revenue or
total assets
0
1
The Company
Dong-Guan Kunying
KYE Trade
KYE Trade
KYE Trade
KYE Trade
1
1
3
3
Purchase
Other receivables
Operating revenue
Other current liabilities
$ 484,510
534,294
483,655
534,294
Note 2
Note 2
Note 2
Note 2
29%
14%
29%
14%

Note 1: Relationships with traders can be classified into the following three types:

1: Parent company to subsidiary; 2: Subsidiary to parent company; 3: Subsidiary to subsidiary

Note 2: As for the purchase trading with KYE Trade, the Company purchased raw materials as entrusted and had them transported to the subsidiary in China for processing to finished products, which then resold to the Company. The payables deriving from the purchase trading were offset against the receivables deriving from the entrusted purchase of raw materials on an irregular basis.

-151-

Unit: NTD and foreign currency (thousand)

KYE Systems Corp. and Subsidiaries Name and Territory of Investees and Other Relevant Information 2020

Table 5

Name of Investor Name of Investee Territory Main Business Operation Original Investment Amount Original Investment Amount Held at the End of the Period Held at the End of the Period Held at the End of the Period Current Profit (Loss) of
Investee
Profit (loss) from
Investments Recognized
in the Current Period
Remarks
End of the current period End of the previous year Number of shares
(thousand shares)
Ratio (%) Book value
KYE Systems Corp.
KYE Systems (Hong Kong)
Corp.
Genius Holding Co., Ltd.
Digilife Technologies Co., Ltd.
Life Technologies Co., Ltd.
Genius Holding Co., Ltd.
Chung-Chiang Investment Co.,
Ltd.
Hung-Cheng Investment Co.,
Ltd.
KYE International Corporation
KYE Systems Europe GmbH
KYE Systems (Hong Kong)
Corp.
DIGILIFE TECHNOLOGIES
CO., LTD.
DIGILIFE PTY LTD
SHINYOPTICS CORP.
STAR REACH LIMITED
TIMING
PHARMACEUTICAL CO.,
LTD.
Genius Labuan Inc.
Globalink Holding Co., Ltd.
KYE Systems America
Corporation
Moustek Investment Co., Ltd.
KYE Trade (HK) Co., Ltd.
KYE Inc.
Maxfar Limited
Life Technologies Co., Ltd.
DIGILIFE PTY LTD
SHINYOPTICS CORP.
DigiLife (Thailand) Co., Ltd.
LIFE TECHNOLOGIES
(HONG KONG) CO.,
LIMITED
British Cayman
Islands
New Taipei City
Taipei City
United States of
America
Germany
Hong Kong
Taipei City
Australia
Tainan City
Samoan Islands
New Taipei City
Malaysia
British Virgin
Islands
United States of
America
British Virgin
Islands
Hong Kong
British Virgin
Islands
Samoan Islands
Samoan Islands
Australia
Tainan City
Thailand
Hong Kong
Investment holdings
Investment business
Investment business
Sales of computer peripherals
and consumer electronic
products
Sales of computer peripherals
and consumer electronic
products
Sales of computer peripherals
and consumer electronic
products
Digital video/audio products
Tourism and real estate
development
R&D, design, manufacturing,
and sale of optical engines
Investment holdings
Manufacturing of Chinese
medicine
Sales of computer peripherals
and consumer electronic
products
Investment holdings
Sales of computer peripherals
and consumer electronic
products
Investment holdings
Sales of computer peripherals
and consumer electronic
products
Investment holdings
Investment business
Investment holdings
Tourism and real estate
development
R&D, design, manufacturing,
and sale of optical engines
Sale of digital video/audio
products
Design, processing, and sale of
digital video/audio products
USD
28,467
85,000
85,000
USD
2,610
EUR
2,270
HKD
500
652,962
AUD
-
61,200
USD
417
288,184
USD
10
USD
8,289
USD
-
USD
2,806
HKD
10
USD
16,065
USD
1,575
USD
300
AUD
12,500
3,600
THB
1,500
USD
455
USD
28,467
85,000
85,000
USD
2,760
EUR
2,270
HKD
500
447,367
AUD
4,900
61,200
USD
417
288,184
USD
10
USD
8,289
USD
14,992
USD
2,806
HKD
10
USD
16,065
USD
1,575
USD
300
AUD
7,600
3,600
THB
1,500
USD
455
21,467
6,452
9,578
235
-
500
51,563
-
3,400
-
19,446
10
5,250
-
1
10
3
1,575
455
12,500
200
15
455
100.00
100.00
100.00
100.00
100.00
100.00
94.61
-
22.97
25.00
22.64
100.00
100.00
-
100.00
100.00
100.00
44.37
100.00
100.00
1.35
30.00
100.00
$ 301,777
(Note 1)
63,693
(Note 1)
44,116
(Note 1)
4,138
(Note 1)
630
(Note 1)
8,864
(Note 1)
581,062
(Note 1)
-
9,181
11,254
211,917
-
USD
4,335
(Note 1)
USD
-
(Note 1)
USD
441
(Note 1)
( USD
186 )
(Note 1)
( USD
11,162 )
(Note 1)
USD
1,813
11,915
(Note 1)
255,830
(Note 1)
1,757
704
USD
418
(Note 1)
USD
359
21
2,347
USD
4
-
-
6,056
( AUD
668 )
(
6,753 )
( RMB
441 )
(
29,037 )
USD
-
( USD
1 )
USD
259
( USD
217 )
(
253 )
( USD
27 )
22,344
USD
45
( AUD
777 )
(
6,753 )
THB
-
HKD
349
$ 4,218
21
2,347
132
-
-
5,474
(
5,302 )
(
1,552 )
(
472 )
(
6,575 )
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary; Note 2
Subsidiary
Subsidiary
Subsidiary; Note 3
Investment under the
equity method
Investment under the
equity method
Investment under the
equity method
Indirect subsidiary
Indirect subsidiary
Sub-subsidiary, Note 4
Indirect subsidiary
Indirect subsidiary
Indirect subsidiary
Investment under the
equity method
Indirect subsidiary
Indirect subsidiary; Note
3
Investment under the
equity method
Investment under the
equity method
Indirect subsidiary

Note 1: The amount was entirely written off during preparation of the consolidated financial statements.

Note 2: KYE Systems Europe GmbH terminated its business operations in December 2017 and is currently under liquidation.

Note 3: In November 2020, the Company sold all the shares of DIGILIFE PTY LTD held by it to Digilife Technologies Co., Ltd. The transaction was deemed by the Company to be an equity transaction since it did not change the Company’s control of DIGILIFE PTY LTD.

Note 4: KYE America Corporation was completely liquidated in February 2020.

-152-

Unit: NTD and foreign currency (thousand)

KYE Systems Corp. and Subsidiaries Information on Investments in Mainland China 2020

Table 6

KYE Systems Corp. KYE Systems Corp.
Name of Chinese
Investees
Main Business
Operation
Paid-in Capital Method of Investment Accumulated
Amount of
Investments from
Taiwan at the
Beginning of the
Current Period
Amount of Investments Remitted
or Recovered in the Current
Period

Accumulated
Amount of
Investments from
Taiwan at the End of
the Current Period
Current Profit (Loss)
of Investee
The
Company’s
Shareholdin
g Ratio of
Direct or
Indirect
Investment
Profit or Loss from
Investments
Recognized in the
Current Period
(Note 4)
Investment Book
Value – Ending
Profits Received
from Investments as
of the End of the
Current Period
Remittance Return
Dong-Guan
Kunying
Computer
Products Co.,
Ltd.
Dongguan
Gaoying
Electronic
Technology
Co., Ltd.
Dongguan
Chiaying
Electronics
Co., Ltd.
Manufacturing and
sales of computer
mice and computer
game consoles
R&D and sale of
computers and
computer
peripherals
Manufacturing and
sale of computer
accessories,
appliances and
molds.
USD
USD
RMB
15,965
2,706
3,722
Indirectly invested in KYE Inc.
through Genius Holding Co.,
Ltd. to have a 100%
shareholding
Indirectly invested in Moustek
Investment Co., Ltd. through
Genius Holding Co., Ltd. and
invested operating funds
through the same company
Indirectly invested in Chia Ying
Plastics (HK) Co., Limited
through STAR REACH
LIMITED and invested 25%
operating funds through the
same company
USD
15,965
USD
2,706
USD
417
$ -
-
-
$ -

-

-
USD
15,965
USD
2,706
USD
417
( $ 772 )
( RMB
1,486 )
( RMB
441 )
100%
100%
25%
( $ 772 )
(Note 5)
( RMB
1,486 )
(Note 5)
(
472 )
( USD
11,209 )
(Note 5)
USD
380
(Note 5)

11,253
$ -
-
-
Accumulated Amount of Investments from Taiwan
to Mainland China at the End of the Current Period


Investment Amount Approved by the Investment
Commission, MOEA
Limit on the Amount of Investments in Mainland
China Specified by the Investment Commission,
MOEA
USD35,431(Note 2 and 3) USD40,520(Note 2 and 3) $1,781,461(Note 1)

Note 1: It was calculated based on 60% of the net value.

Note 2: The amounts of USD 150,000 from Beijing Kunying Technology Ltd. whose registration was canceled on February 28, 2005, USD 6,900,000 from Changying Electronic Factory (Houjie, Dongguan) whose registration was canceled on April 2, 2009, and USD 248,000 from Su-Te Technology (Shanghai) Co., Ltd. whose registration was canceled on November 30, 2009 were included in it.

  • Note 3: The Company indirectly invested in Shanghai Global Lighting Technologies Inc., Suzhou Global Lighting Technologies Inc, and Suzhou Opto Technologies Inc. through Global Lighting Technologies Inc. Since Global Lighting Technologies Inc. has been traded publicly at Taiwan Stock Exchange since July 28, 2011, please refer to the open financial statements of the company for this information.

Note 4: As for the field of the Profit or Loss from Investments Recognized in the Current Period, the invested companies in China were reviewed and certified by the same CPA’s firm in Taiwan.

Note 5: The amount was entirely written off during preparation of the consolidated financial statements.

-153-

Digilife Technologies Co., Ltd.

Name of Chinese
Investees
Main Business
Operation
Paid-in Capital Paid-in Capital Method of Investment Accumulated
Amount of
Investments from
Taiwan at the
Beginning of the
Current Period
Accumulated
Amount of
Investments from
Taiwan at the
Beginning of the
Current Period
Amount of Investments Remitted
or Recovered in the Current
Period
Amount of Investments Remitted
or Recovered in the Current
Period

Accumulated
Amount of
Investments from
Taiwan at the End of
the Current Period
Name of Investee
Profit (Loss) of the
year
The
Company’s
Shareholdin
g Ratio of
Direct or
Indirect
Investment
Profit or Loss from
Investments
Recognized in the
Current Period
(Note 3)
Investment Book
value – Ending
Profits Received
from Investments as
of the End of the
Current Period
Remittance Return
ZISER
TECHNOLOG
IES
(SHENZHEN)
CO.,LTD.
Sale of digital
video/audio
products
USD 200 Investment through LIFE
TECHNOLOGIES (HONG
KONG) CO., LIMITED to
have a 100% shareholding
USD
200
$ - $ - USD
200
RMB
1,251
100% HKD
1,407
(Note 4)
HKD
2,273
(Note 4)
$ -
Accumulated Amount of Investments from Taiwan
to Mainland China at the End of the Current Period


Investment Amount Approved by the Investment
Commission, MOEA
Limit on the Amount of Investments in Mainland
China Specified by the Investment Commission,
MOEA
USD 334(Note 2) USD 500(Note 2) $368,482(Note 1)

Note 1: It was calculated based on 60% of the net value.

Note 2: KYE Trade (Shenzhen) Co., Ltd. canceled the registered USD29,000 on January 4, 2013 and withdrew the investment amount of USD351,000 on December 25, 2014, which had been approved by the Investment Commission of the Ministry of Economic Affairs. Note 3: The profit or loss from investments was recognized based on the CPA-audited financial statements in the same period.

Note 4: The amount was entirely written off during preparation of the consolidated financial statements.

-154-

KYE Systems Corp. Information on major shareholders December 31, 2020

Table 7

Names of Major Shareholders Shares Shares
Number of Shares
Held
Shareholding
percentage
Ching-Hsin Cho 11,959,488 5.32%

Note: The information on major shareholders in this table is based on the data where the total of the common and preferred shares held by a shareholder which have been registered and delivered on a non-physical basis by the Company (including treasury stocks) on the last business day at the end of the quarter, as calculated by the TDCC, is at least 5%. The capital stock recorded in the Company’s consolidated financial statements may differ from the actual number of shares registered and delivered on a non-physical basis due to different bases of preparation and calculation.

-155-

V. Individual financial statements of the Company audited by CPA(s) in the most recent year

Independent Auditors’ Report

To KYE Systems Corp.:

Audit Opinions

We audited the individual balance sheets of KYE Systems Corp. as of December 31, 2020 and 2019, its individual statements of comprehensive income, individual statements of changes in equity and individual statements of cash flows for the periods from January 1 to December 31, 2020 and 2019, and the notes to its individual financial statements (including the summary of significant accounting policies).

In our opinion, the said individual financial statements were prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and thus presented fairly, in all material aspects, the individual financial positions of KYE Systems Corp. as of December 31, 2020 and 2019, and the individual financial performance and cash flows for the periods from January 1 to December 31, 2020 and 2019.

Basis of Audit Opinions

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the generally accepted auditing standards. Our responsibilities under such standards are further described in the ―Responsibilities of Accountants for the Audit of Individual Financial Statements‖ section in this report. We were independent of KYE Systems Corp., in accordance with the Norms of Professional Ethics for Certified Public Accountants and fulfilled all other responsibilities thereunder. We believe that we acquired sufficient and appropriate audit evidence to use as the basis of our audit opinions.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the individual financial statements of KYE Systems Corp. for the year of 2020. Such matters were addressed in the context of our audit of the individual financial statements as a whole and, in forming our opinions thereon, we do not provide any separate opinion on these matters.

The key audit matters in the individual financial statements of KYE Systems Corp. for the year of 2020 are as follows:

Occurrence of recognition of sales revenue

The sales revenue of KYE Systems Corp. in 2020 was higher than that in 2019, and the sales revenue from certain sales customers in the current year saw a significant increase from that in the previous year. Since the amount and proportion thereof are a matter of significance, we have deemed the occurrence of recognition of the sales revenue from that certain sales customers to be a key audit matter of the individual financial statements of KYE Systems Corp. for 2020. For the accounting policy on recognition of revenue, see Notes 4 and 19 to the individual financial statements.

-156-

The audit procedures we performed for the above-mentioned key audit matter included understanding and testing of the design and implementation effectiveness of the internal controls related to the recognition of sales revenue. We analyzed the reasons for change in the amount of the sales revenue from the above-mentioned sales customers. We conducted an audit by sampling the transaction details of the sales revenue from the above-mentioned sales customers. We also reviewed the relevant shipment certificates and payment receipts to confirm the occurrence of the sales revenue. We reviewed whether there were significant sales returns or discounts subsequently on the part of the above-mentioned sales customers.

Responsibilities of the Management and Governing Bodies for Individual Financial Statements

The management was responsible for preparation of the financial statements with fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and maintaining the necessary internal control related to the preparation of the individual financial statements to ensure that the individual financial statements were free of material misstatement due to fraud or error.

During preparation of the individual financial statements, the management was also responsible for evaluating KYE Systems Corp.’s ability as a going concern, disclosure of relevant matters, and application of the going concern basis of accounting unless the management intended to make KYE Systems Corp. enter into liquidation or terminate its operations, or there were no other actual or feasible solutions other than liquidation or termination of its operations.

The governing bodies (including the Audit Committee) of KYE Systems Corp. are responsible for supervising the process of financial reporting.

Responsibilities of Accountants for the Audit of Individual Financial Statements

The purpose of our audit of the individual financial statements is to obtain reasonable assurance about whether the individual financial statements were free of material misstatements due to fraud or error, with an audit report issued thereafter. Reasonable assurance means high assurance. However, it cannot be guaranteed that no material misstatement contained in the individual financial statements will be discovered during an audit conducted in accordance with generally accepted auditing standards. Any misstatement may be due to fraud or error. A misstatement is deemed material if the individual or aggregate amount misstated is reasonably expected to affect the economic decisions made by users of the individual financial statements.

We used our professional judgment to be skeptical during the audit conducted based on the generally accepted auditing standards. We also performed the following tasks:

  1. We identified and assessed the risk of any misstatement in the individual financial statements due to fraud or error, designed and implemented response measures suitable for the evaluated risks, and acquired sufficient and appropriate audit evidence to use as the basis of our audit opinions. Since fraud may involve collusion, forgery, omission on purpose, fraudulent statements or violation of internal control, we did not find that the risk of misstatement due to fraud was higher than the same due to errors.

  2. We understood the internal control related to the audit to the extent necessary to design audit procedures appropriate for the current circumstances. However, the purpose of such work was not to express opinions regarding the effectiveness of KYE Systems Corp.’s internal control.

-157-

  1. We evaluated the appropriateness of the accounting policies adopted by the management and the rationality of the accounting estimates and relevant disclosures made by the management.

  2. We drew a conclusion about the appropriateness of the application of the going concern basis of accounting by the management and whether the event or circumstances which may cast significant doubt about KYE Systems Corp.’s ability as a going concern had a material uncertainty. If any material uncertainty was deemed to exist in such event or circumstances, we must provide a reminder in the audit report for the users of the individual financial statements to pay attention to the relevant disclosure therein, or amend our audit opinions when such disclosure is inappropriate. Our conclusion was based on the audit evidence obtained as of the date of this audit report. However, future events or circumstances might result in a situation where KYE Systems Corp. would no longer have its ability as a going concern.

  3. We evaluated the overall presentation, structure, and contents of the individual financial statements (including relevant notes), and whether the individual financial statements presented the relevant transactions and events fairly.

  4. We acquired sufficient and appropriate audit evidence for the financial information of the entities forming KYE Systems Corp. to provide opinions regarding the individual financial statements. We were responsible for guidance, supervision and implementation in relation to audit cases and formation of audit opinions for KYE Systems Corp.

The matters for which we communicated with the governing bodies include the planned audit scope and time, as well as major audit findings (including the significant deficiencies of the internal control identified during the audit).

We also provided a declaration of independence to the governing bodies, which assured that we complied with the requirements related to independence in the Norm of Professional Ethics for Certified Public Accountant, and communicated all relationships and other matters (including relevant protective measures) which we deemed to be likely to cause an impact on the independence of CPAs to the governing bodies.

The key audit matters in the audit of the individual financial statements of KYE Systems Corp. for 2020 were determined by us from the matters addressed in our communication with the governing bodies. We specified such matters in the audit report except when public disclosure of certain matters was prohibited by related laws or regulations, or in very exceptional circumstances, we determined not to cover such matters in the audit report as we could expect that the negative impact of the coverage would be greater than the public interest brought thereby.

Deloitte Taiwan CPA Mei-Hui Wu CPA Yao-Lin Huang Approval No. from the Securities and Futures Approval No. from the Financial Supervisory Commission Commission Tai-Cai-Zheng-Liu-Zi No. 0920123784 Jin-Guan-Zheng-Shen-Zi No. 1060004806

March 25, 2021

-158-

KYE Systems Corp. Individual Balance Sheet December 31, 2020 and 2019

Unit: NTD thousand

Code

1100
1110
1120
1170
1197
1200
130X
1410
1470
11XX

1517
1550
1600
1755
1840
194D
1990
15XX
1XXX

Code

2170
2219
2230
2280
2399
21XX

2570
2580
2640
2670
25XX
2XXX

3110
3200
3310
3320
3350
3300
3400
3XXX
Asset
Current assets
Cash and cash equivalents (Notes 4 and 6)
Financial assets measured at fair value through profit or loss – current
(Notes 4 and 7)
Financial assets measured at fair value through other comprehensive
income – current (Notes 4 and 8)
Notes and accounts receivable (Notes 4, 9, 19 and 25)
Finance leases receivable – current (Notes 4 and 10)
Other receivables (Notes 4, 16 and 25)
Inventory (Notes 4 and 11)
Prepayments
Other current assets
Total current assets
Non-current assets
Financial assets measured at fair value through other comprehensive
income – non-current (Notes 4, 8 and 12)
Investment under the equity method (Notes 4 and 12)
Property, plant and equipment (Notes 4, 13 and 26)
Right-of-use assets (Notes 4 and 14)
Deferred income tax assets (Notes 4 and 21)
Finance leases receivable – non-current (Notes 4 and 10)
Other non-current assets (Notes 4 and 27)
Total non-current assets
Total assets
Liabilityand equity
Current liabilities
Notes and accounts payable (Notes 15 and 25)
Other payables (Notes 16 and 25)
Current income tax liabilities (Notes 4 and 21)
Lease liabilities – current (Notes 4 and 14)
Other current liabilities (Note 25)
Total current liabilities
Non-current liabilities
Deferred income tax liabilities (Notes 4 and 21)
Lease liabilities – non-current (Notes 4 and 14)
Net defined benefit liabilities – non-current (Notes 4 and 17)
Other non-current liabilities (Note 4)
Total non-current liabilities
Total liabilities
Other equity (Note 18)
Share capital
Common stock
Capital reserves
Retained earnings
Legal reserves
Special reserves
Undistributed earnings (losses to be covered) (Notes 4, 8 and 12)
Total retained earnings
Other equity (Notes 4, 8 and 12)
Total equity
Total liabilities and equity
December 31,2020
Amount
%
$ 588,481
18
1,713
-
-
-
102,874
3
3,729
-
536,848
17
165,599
5
6,276
-
34,094

1
1,439,614
44
82,267
3
1,236,632
37
421,949
13
2,998
-
108,732
3
3,150
-
11,960

-
1,867,688
56
$ 3,307,302
100
$ 102,446
3
61,156
2
24,216
1
6,044
-
80,612

2
274,474

8
24,554
1
4,790
-
31,654
1
2,728

-
63,726

2
338,200
10
2,245,285
68
382,898
12
428,064
13
429,317
13
144,615

4
1,001,996
30
661,077
)
(20
)
2,969,102
90
$ 3,307,302
100
December 31,2019 December 31,2019
Amount
$ 588,481

1,713
-
102,874
3,729
536,848

165,599
6,276
34,094

1,439,614

82,267
1,236,632

421,949

2,998
108,732
3,150
11,960

1,867,688

$ 3,307,302

$ 102,446
61,156
24,216
6,044
80,612

274,474

24,554
4,790
31,654
2,728

63,726

338,200

2,245,285

382,898

428,064

429,317

144,615

1,001,996

661,077
)

2,969,102

$ 3,307,302
Amount
$ 546,690

-
23,039
93,555
-
648,044

159,346
13,806
34,878

1,519,358

157,860
1,265,510

423,189

19,156
129,812
-
48,213

2,043,740

$ 3,563,098

$ 95,290
68,299
3,298
8,299
96,985

272,171

16,688
10,834
31,723
2,027

61,272

333,443

2,345,385

456,206

452,988

496,095

91,702
)

857,381

429,317
)

3,229,655

$ 3,563,098
%
















(















(

(

15
-
1
3
-
18
5
-

1
43
4
35
12
1
4
-

1
57
100
2
2
-
-

3

7
1
-
1

-

2

9
66
13
13
14
(
3
)
24
(12
)
91
100

The attached notes are part of the individual financial statements.

Chairman: SHIH-KUN TSO

Manager: SHIH-KUN TSO

Accounting Manager: AN-MIN KAO

-159-

KYE Systems Corp. Individual Statement of Comprehensive Income January 1 to December 31, 2020 and 2019

Unit: NTD thousand; EPS unit: NTD

Code
4110
Total operating revenue

4170
Less: Sales returns and discounts
4100
Net operating revenue (Notes 4,
19 and 25)
5110
Operating costs (Notes 4, 11, 20
and 25)

5900
Operating gross profit
5920
Realized profits from sales (Note
4)

5950
Net operating gross profit

Operating expenses (Notes 4, 9,
17, 20 and 25)
6100
Marketing expenses
6200
Administrative expense
6300
R&D Expense
6450
Expected profit on reversal
of credit impairment

6000
Total operating
expenses

6900
Net operating profit

Non-operating revenue and
expense
7070
Share of profit/loss of
subsidiaries and
associates under the
equity method (Notes 4
and 12)

7020
Other profits and losses
(Notes 4, 20 and 29)
2020 %
103


3

100
72

28

-

28

5
9
-

-

14

14


-

1
2019
%
104

4
100
72
28

-
28
8
10
1

-
19

9
(
6 )
3

(Continued to next page)

-160-

(Continued from previous page)

Code
7100
Interest income (Note 4)

7510
Interest expense (Note 4)

7215
Profits on the disposal of
investment property
(Note 4)
7670
Impairment loss from
financial assets (Notes 4
and 12)

7000
Total of other
non-operating
revenues and
expenses

7900
Net profit before tax
7950
Income tax expense (Notes 4 and
21)

8200
Net profit in the year

Other comprehensive income
(Note 4)
Titles not reclassified as
profit or loss:
8311
Remeasurement of the
defined benefit
plan (Note 17)

8316
Unrealized profit/loss
on valuation of
investment in
equity instruments
measured at fair
value through other
comprehensive
income

8320
Share of other
comprehensive
income from
subsidiaries and
associates under
the equity method
(Note 12)

8349
Income tax relating to
non-reclassified
items (Note 21)

8310
2020 %
-


-

-

-


1

15

3

12


-

(
7 )
(
9 )
(
2
)
(18
)
2019
Amount
$ 2,141
(
230 )
-

-


8,917

181,217


34,981


146,236

(
21 )
(
86,937 )
(
113,688 )
(
21,947
)
(
222,593
)
Amount
$ 1,681
(
8,939 )
159,342

(
38,202
)

79,962

169,838


18,358


151,480

(
2,778 )
(
144,049 )

133,382


26,837


13,392
%
-
(
1 )
16
(
4
)

8
17

2
15

-
( 15 )
13

3

1

(Continued to next page)

-161-

(Continued from previous page)

Code
Titles potentially
reclassified as profit or
loss subsequently:
8361
Exchange differences
from the translation
of foreign
operations’
financial
statements

8399
Income tax related to
items likely to be
reclassified as
profit or loss (Note
21)

8360

8300
Other net
comprehensive
income

8500
Total comprehensive income in
the year

EPS (Note 22)
9710
Basic EPS

9810
Diluted EPS
2020 %
(
2 )

-

(
2
)
(20
)
(
8
)

2019
Amount
( $ 23,605 )

4,631

(
18,974
)
(
241,567
)
($ 95,331
)
$ 0.64
$ 0.64
Amount
( $ 29,439 )

4,297

(
25,142
)
(
11,750
)
$ 139,730

$ 0.65
$ 0.64
%
(
3 )

1
(
2
)
(
1
)
14

The attached notes are part of the individual financial statements.

Chairman: SHIH-KUN TSO Manager: SHIH-KUN TSO Accounting Manager: AN-MIN KAO

-162-

KYE Systems Corp. Individual Statement of Changes in Equity January 1 to December 31, 2020 and 2019

Unit: NTD thousand

Code
A1
Balance on January 1, 2019

Earning allocations and distribution in 2018
B1
Legal reserves appropriated
B3
Special reserves appropriated
B5
Cash dividend for common stocks
D1
Net profit in 2019
D3
Other comprehensive income in 2019

D5
Total comprehensive income in 2019

M7
Changes in equity ownership in subsidiaries
Q1
Disposal of equity instruments measured at fair
value through other comprehensive income

Z1
Balance on December 31, 2019
Earning allocations and distribution in 2019
B13
Legal reserves for covering losses
B17
Special reserves for reversal
B5
Cash dividend for common stocks
D1
Net profit in 2020
D3
Other comprehensive income in 2020

D5
Total comprehensive income in 2020

L1
Purchase of treasury stock
L3
Cancellation of treasury stock

M7
Changes in equity ownership in subsidiaries
Q1
Disposal of equity instruments measured at fair
value through other comprehensive income

Z1
Balance on December 31, 2020
Share capital
$ 2,345,385

-
-
-

-
-

-

-

-

2,345,385
-
-
-

-
-

-

-

100,100 )
-

-

$ 2,245,285
Capital reserves
$ 503,164

-
-

46,908 )
-
-

-


50 )
-

456,206
-

-

93,815 )
-
-

-

-
21,348

841 )
-

$ 382,898
Retained earnings Undistributed earnings
(Losses to be covered)
$ 392,197

(
9,724 )
(
382,473 )
-
151,480
(
2,222
)


149,258

-
(
240,960
)

(
91,702 )

24,924
66,778
-
146,236
(
17
)


146,219

-
-
-
(
1,604
)

$ 144,615
Other equity
Exchange differences
from the translation of
foreign operations’
financial statements
Unrealized profit/loss
from the financial
assets measured at fair
value through other
comprehensive
income
$ 207
( $ 660,956 )

-
-
-
-
-
-
-
-
(
25,142
)

15,614

(
25,142
)

15,614

-
-

-

240,960

(
24,935 )
(
404,382 )
-
-
-
-
-
-
-
-
(
18,974
)
(
222,576
)

(
18,974
)
(
222,576
)

-
-

-
-
8,186
-

-

1,604

($ 35,723
)
($ 625,354
)
Other equity
Exchange differences
from the translation of
foreign operations’
financial statements
Unrealized profit/loss
from the financial
assets measured at fair
value through other
comprehensive
income
$ 207
( $ 660,956 )

-
-
-
-
-
-
-
-
(
25,142
)

15,614

(
25,142
)

15,614

-
-

-

240,960

(
24,935 )
(
404,382 )
-
-
-
-
-
-
-
-
(
18,974
)
(
222,576
)

(
18,974
)
(
222,576
)

-
-

-
-
8,186
-

-

1,604

($ 35,723
)
($ 625,354
)
Treasurystocks
$ -

-
-
-

-

-


-

-


-

-
-
-
-

-

-


-

(
78,752 )

78,752
-

-

$ -
Total equity
Exchange differences
from the translation of
foreign operations’
financial statements

$ 207

-
-
-
-
(
25,142
)

(
25,142
)

-

-

(
24,935 )

-
-
-
-
(
18,974
)

(
18,974
)

-
-
8,186

-

($ 35,723
)
Legal reserves
$ 443,264

9,724
-
-
-
-

-

-
-

452,988

24,924 )
-

-
-
-

-

-
-
-
-

$ 428,064

Special reserves

$ 113,622

-

382,473

-
-

-


-

-

-

496,095

-
(
66,778 )
-
-

-


-

-
-
-

-

$ 429,317






(


(


(

(


(





(







(




(
(
(

(
(
(

(

(
(

(
(
(

(
(



(
(
(

(






(


(
(

(

(
(
(
(

$ 3,136,883
-
-

46,908 )
151,480

11,750
)
139,730

50 )
-
3,229,655
-
-

93,815 )
146,236

241,567
)

95,331
)

78,752 )
-
7,345
-
$ 2,969,102

The attached notes are part of the individual financial statements.

Chairman: SHIH-KUN TSO

Manager: SHIH-KUN TSO

Accounting Manager: AN-MIN KAO

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KYE Systems Corp. Individual Statement of Cash Flows January 1 to December 31, 2020 and 2019

Unit: NTD thousand

Code
Cash flow from operating activities
A10000
Net profit before tax in the year
A20010
Profit and expense/loss:
A23700
Profit on reversal of impairment loss
from non-financial assets
A29900
Material preparation losses appropriated
(reversed)
A20100
Depreciation expense
A20200
Amortization expenses
A24100
Unrealized profit from the translation of
foreign currencies
A21200
Interest income
A20400
Profit on the valuation of financial assets
measured at fair value through profit
or loss
A22300
Share of profit/loss of subsidiaries and
associates under the equity method
A21300
Dividend income
A24000
Realized sales profit on inter-affiliate
accounts
A20900
Interest expenses
A20300
Expected profit on reversal of credit
impairment
A22700
Profit on disposal of investment
property
A23500
Impairment loss from financial assets
A22500
Profit on disposal of property, plant and
equipment
A30000
Net changes in operating assets and liabilities
A31150
Notes and accounts receivable
A31180
Other receivables
A31200
Inventory
A31230
Prepayments
A31240
Other current assets
A32150
Notes and accounts payable
A32180
Other payables
A32230
Other current liabilities
A32240
Net defined benefit liabilities
A33000
Cash inflow from operations
A33500
Income tax paid
A33100
Interest received
A33200
Dividend received
AAAA
Net cash inflow from operating
activities
2020
$ 181,217

28,700 )

9,200 )
12,395
3,954

2,555 )

2,141 )

1,713 )
1,708

1,604 )

1,550 )
230

230 )
-
-
-

6,310 )
111,157
22,447
7,619

2,947 )
5,500

5,876 )

7,096 )
55
)
276,250

2,433 )
2,180
1,604
$ 277,601
2019

(
(
(
(
(
(
(
(

(
(
(
(
(
(


(
(
(
(
(
(
(
(
(
(
(
(
(

$ 169,838

68,198 )
18,570
12,719
11,694

1,251 )

1,681 )
-
63,135

727 )

2,735 )
8,939

742 )

159,342 )
38,202
1,257
66,041
27,113
41,532

5,590 )
3,848

19,284 )

9,980 )

6,877 )
7,934
)
178,547

18,348 )
1,679
727
$ 162,605

(Continued to next page)

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(Continued from previous page)

Code
Cash flows from investing activities
B01800
Acquisition of long-term equity investments
under the equity method
B01900
Disposal of long-term equity investments
under the equity method
B06700
Decrease (Increase) in other non-current
assets
B02400
Refunds from decapitalization of the invested
company under the equity method
B00020
Disposal of proceeds from financial assets
measured at fair value through other
comprehensive income
B02700
Acquisition of property, plants, and equipment
B07600
Dividend received
B05500
Disposal of investment property
B00010
Acquisition of financial assets measured at
fair value through other comprehensive
income
B02800
Disposal of property, plants, and equipment
BBBB
Net cash inflows (outflows) from
investing activities
Cash flows from financing activities
C04500
Distribution of cash dividends
C04900
Cost of repurchasing treasury stocks
C04020
Repayment of the principal of lease liabilities
C03000
Increase (decrease) in guaranteed deposits
received
C05600
Interest paid
C00200
Decrease in short-term loans
C01700
Repayment of long-term loans
C00600
Decrease in short-term notes payable
CCCC
Net cash outflow from financing
activities
EEEE
Increase in cash and cash equivalents of the year
E00100
Balance of cash and cash equivalents – beginning of
the year
E00200
Balance of cash and cash equivalents – ending of
the year
2020
$ 220,775 )
98,313
36,953
19,022
11,510

2,800 )
2,397
-
-
-
55,380
)

93,815 )

78,752 )

8,299 )
666

230 )
-
-
-
180,430
)
41,791
546,690
$ 588,481
2019
(

(

(
(
(

(
(

(

(
(
(
(


(
(
(
(
(
(
(
(

$ 21,335 )
-

16,401 )
-
-

2,650 )
-
1,094,863

44,460 )
543
1,010,560

46,908 )
-

3,899 )

1,901 )

9,226 )

500,000 )

225,499 )
149,984
)
937,417
)
235,748
310,942
$ 546,690

The attached notes are part of the individual financial statements.

Chairman: SHIH-KUN TSO Manager: SHIH-KUN TSO Accounting Manager: AN-MIN KAO

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KYE Systems Corp.

Notes to Individual Financial Statements

January 1 to December 31, 2020 and 2019

(All amounts are in NTD thousand unless otherwise specified)

I. Company Milestones

The Company was established in November 1983, originally under the name of KYE Systems Ltd., which was changed to KYE Systems Corp. in November 1988, and became a public listed company in 1991. The Company’s stock was listed for trading on the Taiwan Stock Exchange on November 3, 1997.

We mainly focus our business on the manufacturing, processing, and sale of computer peripheral products such as mice, keyboards, and card readers, video-image products, including web cameras and security control cameras, and consumer electronic products, like headsets, speakers, and gaming products.

The individual financial statements were stated in the Company’s functional currency, NT dollar.

II. Approval date and procedures of the financial statements

The individual financial statements were proposed at the Board meeting and subsequently released on March 25, 2021.

III. Application of new and amended standards and interpretations

  • (I) The International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), interpretations (IFRIC) and the statements of interpretation (SIC) (hereinafter collectively referred to as ―IFRSs‖) approved and released by the Financial Supervisory Commission (hereinafter referred to as ―FSC‖) were applied for the first time.

We expected no other material changes to the accounting policies of the Company after adopting the amended IFRSs approved and released by the FSC.

  • (II) FSC-approved IFRSs applied in 2021

Effective date as per the New/Amended/Revised standards and interpretations IASB Amendment to IFRS 4: ―Extension of the Temporary Effective from the date of Exemption from Applying IFRS 9‖ publication. Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and Effective during the annual IFRS 16: ―Interest Rate Benchmark Reform – reporting period Phase 2‖ beginning from January 1, 2021. Amendment to IFRS 16: ―COVID-19-Related Rent Effective during the annual Concessions‖ reporting period beginning from, June 1, 2020.

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Up to the approval and release date of the individual financial statements, the Company assessed the effects of the above-mentioned amendments to the standards and interpretation of the financial position and performance on a continuous basis. The relevant effects would be disclosed after the assessment.

(III) IFRSs published by the IASB but not yet approved and released by the FSC

Effective date as per the New/Amended/Revised standards and interpretations IASB (Note 1) ―Annual Improvements to 2018–2020 Cycle‖ January 1, 2022 (Note 2) Amendment to IFRS 3: ―Changes in Reference to the Conceptual Framework‖ January 1, 2022 (Note 3) Amendments to IFRS 10 and IAS 28: ―Sale or Undetermined Contribution of Assets between an Investor and its Associate or Joint Venture‖ IFRS 17 ―Insurance Contracts‖ January 1, 2023 Amendment to IFRS 17 January 1, 2023 Amendment to IAS 1: ―Classification of Liabilities January 1, 2023 as Current or Non-current‖ Amendment to IAS 1: ―Disclosure of Accounting January 1, 2023 (Note 6) Policies‖ Amendment to IAS 8: ―Definition of Accounting January 1, 2023 (Note 7) Estimates‖ Amendment to IAS 16: ―Property, Plant and January 1, 2022 (Note 4) Equipment – Proceeds before Intended Use‖ Amendment to IAS 37: ―Onerous Contracts – Cost of January 1, 2022 (Note 5) Fulfilling a Contract‖ Note 1: Unless otherwise specified, the above-mentioned new/amended/revised standards or interpretation shall become effective in the annual reporting periods beginning on or after each effective date for such standards or interpretation. Note 2: The amendment to IFRS 9 applies to exchanges or modifications of the terms of financial liabilities that occur during the annual reporting period beginning from January 1, 2022. The amendment to IAS 41 ―Agriculture‖ applies to measurement of fair values during the annual reporting period beginning from January 1, 2022. The amendment to IFRS 1 ―First-time Adoption of IFRSs‖ applies retroactively to the annual reporting period beginning from January 1, 2022.

Note 3: The amendment applies to business mergers with an acquisition date during the annual reporting period beginning from January 1, 2022. Note 4: The amendment applies to plants, property and equipment that are brought to the locations and conditions necessary for them to be capable of operating in the manner intended by the management on or after January 1, 2021.

Note 5: The amendment applies to contracts whose obligations have not been completely fulfilled on or after January 1, 2022. Note 6: The amendment applies prospectively to the annual reporting period beginning from January 1, 2023. Note 7: The amendment applies to changes in accounting estimates and policies that occur during the annual reporting period beginning from January 1, 2023.

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Up to the approval and release date of the individual financial statements, the Company assessed the effects of the above-mentioned amendments to the standards and interpretation of the financial position and performance on a continuous basis. The relevant effects would be disclosed after the assessment.

  • IV. Summary of significant accounting policies (I) Statement of compliance

The individual financial statements were prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and related laws and regulations.

  • (II) Basis for preparation

Except for the financial instruments measured at fair value, the individual financial statements were prepared on the basis of historical cost.

Fair value measurement is classified into Level 1, 2, and 3 based on the degree to which an input is observable and the significance of the input:

  1. Level 1 inputs: The quoted price in an active market for identical assets or liabilities that are accessible on the measurement date (before adjustment).

  2. Level 2 inputs: Other than the quoted prices included in Level 1, the inputs that are observable for assets or liabilities directly (namely, the price) or indirectly (namely, presumed from the price).

  3. Level 3 inputs: The inputs that are not observable for assets or liabilities.

During preparation of the individual financial statements, the Company adopted the equity method for investment in subsidiaries and associates. To align the profit or loss, other comprehensive income and equity of the year in the individual financial statements with the profit or loss, other comprehensive income and equity of the year attributable to the owner of the Company in the consolidated financial statements, the differences between the accounting treatments under the individual and consolidated bases were treated through adjustment of related equity items, including ―investment under the equity method,‖ ―share of profit/loss of subsidiaries, associates and joint ventures under the equity method,‖ ―share of other comprehensive income of subsidiaries, associates, and joint ventures.‖

  • (III) Classification of current and non-current assets and liabilities Current assets include:

  • Assets held mainly for the purpose of trading;

  • Assets expected to be realized within 12 months after the balance sheet date; and

  • Cash or cash equivalents (excluding those that are restricted for being used for exchange or settlement of liabilities within 12 months after the balance sheet date).

Current liabilities include:

  1. liabilities held mainly for the purpose of trading;

  2. liabilities to be settled within 12 months after the balance sheet date, (irrelevant with whether any long-term refinancing or payment rearrangement agreement has been completed after the balance sheet date but before the date of release of financial statements; such liabilities are still current liabilities); and

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  1. liabilities whose due date cannot be unconditionally extended to more than 12 months after the balance sheet date. However, the terms and conditions of the liabilities that may, at the option of the counterparty, result in settlement of the liabilities by issuance of equity instruments do not affect the classification of liabilities.

Assets or liabilities that were not the above-mentioned current assets or current liabilities were classified as non-current assets or non-current liabilities.

  • (IV) Foreign currency

During preparation of the individual financial statements, the transactions using currencies other than the Company’s functional currency (foreign currencies) were stated in the functional currency based on the exchange rate on the date of transaction.

Monetary items in foreign currencies were translated at the closing exchange rate on each balance sheet date. Exchange differences arising from settlement or translation of the monetary items were recognized in profit or loss of the period.

Non-monetary items in foreign currencies measured at fair value were translated at the exchange rate on the date of determining the fair value, and the exchange differences resulting therefrom were recognized in profit or loss of the period. However, when changes in the fair value were recognized in other comprehensive income, the exchange differences arising therefrom were recognized in the same.

Non-monetary items in foreign currencies measured at historical cost were translated at the exchange rate on the date of transaction and were not retranslated.

  • (V) Inventory

Inventory included raw materials, finished goods and work-in-progress goods. The inventory was measured based on the lower of cost or net realizable value. The cost and the net realizable value were compared on the basis of the individual item. Net realizable value refers to the estimated selling price in a normal situation less the estimated cost needed to complete the work and the estimated cost needed to complete the sale. The standard cost plus or less the difference allocated was used to calculate the inventory cost. The inventory was mainly measured based on the standard cost and then adjusted on the balance sheet date to be close to the cost calculated using the weighted average method.

(VI) Investment under the equity method

The Company treated our investments in subsidiaries and associates using the equity method.

  1. Investment in subsidiaries

A subsidiary refers to an entity controlled by the Company.

Under the equity method, the investment was initially recognized at its costs, and the amount of increase or decrease in the book value of such investment after the date of acquisition depended on the Company’s shares of profits/losses and other comprehensive income in subsidiaries and the distributed profits. In addition, changes to the Company’s equity in the subsidiaries were recognized based on the shareholding ratio.

Changes to the Company’s equity ownership in the subsidiaries were treated as equity transactions when they did not result in loss of control. The difference between the book value of investment and the fair value of paid or received consideration was directly recognized in equity.

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When the Company’s shares of losses in the subsidiaries were equal or exceeded our equity in the subsidiaries, we continued recognition for loss based on our shareholding ratio.

When the acquisition cost exceeded the Company’s shares of the net fair value of the identifiable assets and liabilities of subsidiaries constituting a business on the date of acquisition, such excess was recognized in goodwill which was included in the book value of such investments and might not be amortized. When the Company’s shares of the net fair value of the identifiable assets and liabilities of subsidiaries constituting a business on the date of acquisition exceeded the acquisition cost, such excess was recognized in the profit of the period.

For impairment evaluation, the Company took all of the cash generating units in the financial statements into account and made a comparison between the recoverable amount and the book value thereof. If the recoverable amount of assets increased thereafter, the reversal of impairment losses was recognized in profit. However, the assets’ book value after the reversal of the impairment losses shall not exceed the assets’ book value, without recognition of the impairment losses, less amortization. Impairment losses attributable to goodwill shall not be reversed in the subsequent periods.

If the Company lost control of subsidiaries, the residual investment in the former subsidiaries was measured at the fair value on the date of loss of control. The difference between the fair value of the residual investment and any disposal proceeds and the investment book value on the date of loss of control was recognized in the profit or loss of the period. In addition, for the total amounts related to the subsidiaries in other comprehensive income, the Company treated them with the accounting treatment as the basis which our direct disposal of relevant assets or liabilities shall be in accordance with.

The unrealized profit or loss from the downstream transactions between the Company and subsidiaries was removed in the individual financial statements. The profit or loss generated from the upstream and side stream transactions between the Company and subsidiaries was recognized in the individual financial statements only when such profit or loss was irrelevant to the Company’s equity in the subsidiaries.

2. Investment in associates

An associate refers to a company having a significant effect on the Company, but it is not a subsidiary or joint venture.

Under the equity method, the investment in associates was initially recognized at its costs, and the amount of increase or decrease in the book value of such investment after the date of acquisition depended on the Company’s shares of profit/loss and other comprehensive income in the associates and joint ventures and the distributed profits. In addition, changes to the Company’s equity in the associates were recognized based on our shareholding ratio.

When the acquisition cost exceeded the Company’s shares of the net fair value of the associates’ identifiable assets and liabilities on the date of acquisition, such excess was recognized in goodwill which was included in the book value of such investment and might not be amortized. When the

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Company’s shares of the net fair value of the associates’ identifiable assets and liabilities on the date of acquisition exceeded the acquisition cost, such excess was recognized in profit of the period.

When the Company did not subscribe for new shares issued by the associates based on our shareholding ratio, resulting in changes to the shareholding ratio and consequently to the net equity value of investment and the capital reserve – changes in the net equity of associates and joint ventures recognized under the equity method were adjusted based on the aforesaid changes. However, if the subscription or acquisition of the shares was not based on the shareholding ratio, leading to a decrease in the Company’s ownership equity in the associates, the amount related to the associates in other comprehensive income were reclassified according to the percentage of such decrease and treated with the same accounting treatment basis as the one which the associates’ direct disposal of relevant assets or liabilities should be in accordance with. If the said adjustment should be debited to capital reserves, and the balance of capital reserves arising from investment under the equity method was insufficient to be offset, the difference was debited to retained earnings.

When the Company’s shares of losses in the associates equaled or exceeded our equity in the associates, we stopped further recognition for loss. The Company recognized additional losses and liabilities only when any legal obligation or constructive obligation was incurred or the Company made payment on behalf of the associates.

For impairment evaluation, the Company tested the entire investment book value (including goodwill) for impairment as a single asset by comparing the recoverable amount and book value of the investment. Any recognized impairment loss also belonged to part of the investment book value. Any reversal of the impairment loss was recognized to the extent that the recoverable amount of the investment subsequently increased.

Once the investment was not classified as an investment in an associate, the Company stopped using the equity method and measured the retained earnings of the former associates at fair value. The differences between the fair value of the retained earnings and proceeds from disposal and the investment book value on the date when the equity method was discontinued were recognized in profit or loss of the period. Besides, for the total amounts related to the associates in other comprehensive income, the basis of the accounting treatment thereof was the same as the basis on which the associates’ direct disposal of the relevant assets or liabilities must be in accordance with.

The profit or loss generated from the upstream, downstream, and side stream transactions between the Company and our associates was recognized in the individual financial statements only when such profit or loss was irrelevant to the Company’s equity in the associates.

(VII) Property, plant and equipment

The property, plant and equipment was recognized in accordance with the cost and subsequently measured based on the cost net of accumulated depreciation and accumulated impairment losses.

Each significant part of the property, plant and equipment was separately depreciated on the straight-line basis over its useful life. When the lease term was less

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than the useful life, the depreciation was recognized over the lease term. The Company reviewed the estimated useful life, residual value, and method of amortization at least at the end of each year and prospectively recognized the effect from changes in accounting estimates.

For the derecognition of property, plants, and equipment, the difference between the net disposal proceeds and the asset book value was recognized in profit or loss (VIII) Investment property

An investment property refers to a property held for earning rent income or for capital appreciation, or both.

The investment property was initially measured based on the cost (including transaction cost) and subsequently measured based on the cost net of accumulated depreciation and accumulated impairment losses. The investment property was depreciated on the straight-line basis.

For derecognition of the investment property, the difference between the net disposal proceeds and the asset book value was recognized in profit or loss (IX) Impairment of property, plant and equipment, right-of-use assets, and intangible assets (excluding goodwill)

The Company assessed whether there were any signs indicating that any tangible and/or intangible assets (except for goodwill) might be impaired on each balance sheet date. If there was any of such signs of impairment, the recoverable amount of the asset was estimated. When the recoverable amount of an individual asset could not be estimated, the Company estimated the recoverable amount of the cash-generating unit to which the asset belonged. If corporate assets could be amortized on a reasonable and consistent basis to cash-generating units, they were amortized to an individual cash-generating unit. Otherwise, they were amortized to the smallest group of cash-generating units which could be amortized on a reasonable and consistent basis

The recoverable amount was the higher of the fair value less costs of sale and the value in use.

When the recoverable amount of an individual asset or cash-generating unit was less than the book value, the book value of the individual asset or cash-generating unit was adjusted down to the recoverable amount, and the impairment loss was recognized in profit or loss.

When the impairment loss was reversed subsequently, the book value of the asset or cash-generating unit was adjusted up to the revised recoverable amount. However, the increased book value did not exceed the book value (less the amortization or depreciation) determined under the circumstance that the impairment loss of the asset or cash-generating unit was not recognized in the previous year. The reversal of the impairment loss was recognized in profit or loss.

(X) Financial instruments

Financial assets and financial liabilities were recognized in the individual balance sheet when the Company became a party to the financial instrument contract.

For initial recognition of the financial assets and financial liabilities, when the financial assets or financial liabilities were not measured at fair value through profit or loss, the assets or liabilities were measured at the fair value plus any transaction cost directly attributable to acquisition or issuance of the financial assets or financial liabilities. Any transaction cost measured at fair value through profit or loss directly attributable to the acquisition or issuance of the financial assets or financial liabilities was immediately recognized in profit or loss.

  1. Financial assets

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The regular transactions of financial assets were recognized and removed based on the accounting on the transaction date.

  • (1) Type of measurement

The financial assets held by the Company were the financial assets measured at fair value through profit or loss, financial assets measured at amortized cost, and investment in equity instruments measured at fair value through other comprehensive income.

  • A. Financial assets measured at fair value through profit or loss

Financial assets measured at fair value through profit or loss are measured at fair value through profit or loss on a mandatory basis. The financial assets measured at fair value through profit or loss on a mandatory basis include investments in equity instruments measured at fair value through other comprehensive income and investments in debt instruments not classifiable as measured at amortized cost or measured at fair value through other comprehensive income.

The financial assets measured at fair value through profit or loss were measured at fair value, and their dividends, interest and profits or losses from remeasurement were recognized as other profits and losses. For the determination of fair value, see Note 24.

  • B. Financial assets measured at amortized cost

When the Company’s investments in financial assets met the following two conditions at the same time, they were classified as financial assets measured at amortized cost:

  • a. The investment in financial assets held under a business model with the purpose of holding financial assets to collect contractual cash flows, and

  • b. The contractual terms gave rise on specified dates to cash flows that were solely payments of principal and interest on the principal amount outstanding.

After the financial assets (including cash and cash equivalents, accounts receivable measured at amortized cost, other receivables and guarantee deposits paid) measured at amortized cost were initially recognized, the financial assets were measured based on the amortized cost equal to the total book value determined under the effective interest method less any impairment losses, and any profit or loss from foreign currency translation was recognized in profit or loss.

Except for the following two circumstances, the interest income was calculated as the effective interest rate times the total book value of financial assets:

  • a. For purchased or originated credit-impaired financial assets, the interest income was calculated as the credit-adjusted effective interest rate times the amortized cost of the financial assets.

  • b. For financial assets originally not purchased or originated credit-impaired but subsequently becoming credit-impaired, the interest income was calculated as the effective interest rate times

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the amortized cost of the financial assets in the next reporting period after the credit impairment

Credit-impaired financial assets represent significant financial difficulties confronting the issuer or debtor, default, the circumstance that the debtor is likely to file for bankruptcy or other financial reorganization, or that the active market of financial assets disappeared due to financial difficulties.

Cash equivalents include highly liquid time deposits that could be converted into defined amounts of cash at any time within 1 year after the date of acquisition and were subject to an insignificant risk of changes in value, and were used to meet short-term cash commitments.

  • C. Investment in equity instruments measured at fair value through other comprehensive income

At initial recognition, the Company might make an irrevocable election to measure the investment in equity instruments held not for trading and not recognized by the acquirer in a business merger or with consideration at fair value through other comprehensive income.

Investment in equity instruments measured at fair value through other comprehensive income was measured at fair value. Subsequent changes in the fair value were recognized in other comprehensive income and accumulated in other equity. For disposal of the investment, any cumulative profits or losses were directly transferred to retained earnings and not reclassified as profit or loss.

After the Company’s right to receive dividends was determined, the dividends of investment in equity instruments measured at fair value through other comprehensive income were recognized in profit or loss except that such dividends apparently represented a partial return of the investment cost.

(2) Impairment of financial assets

We assessed impairment losses on the financial assets (including accounts receivable) measured according to amortized cost based on the expected credit losses on each balance sheet date.

Loss allowances for accounts receivable were recognized based on the lifetime expected credit losses We first assessed whether the credit risk on other financial assets significantly increased after the initial recognition. When the increase was not significant, the loss allowance for the financial assets was recognized based on the 12-month expected credit losses. When the increase was significant, it was recognized based on the lifetime expected credit losses.

The expected credit losses were the average credit losses weighted by the risk of default. 12-month expected credit losses represent the expected credit losses on financial instruments from any potential default within 12 months after the reporting date. Lifetime expected credit losses represent the expected credit losses on financial instruments from any potential default during the expected lifetime.

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For the purpose of internal credit risk management, when any internal or external information indicating that a debtor could not pay off their debts was determined to exist by the Company, without consideration of the collateral held, the financial assets were deemed to be defaulted.

The impairment loss on all financial assets was deducted from the book value of the financial assets through allowance accounts.

  • (3) Removal of financial assets

The Company removed financial assets only when the contractual rights on the cash flows from the assets became invalid, or the financial assets and almost all the risks and returns over the ownership of the financial assets were transferred to other companies.

For removal of the entire financial assets measured at amortized cost, the differences between the book value and the received consideration were recognized in profit or loss. For removal of the entire investments in equity instruments measured at fair value through other comprehensive income, the cumulative profits or losses were directly transferred to retained earnings and not reclassified as profit or loss.

2. Equity instrument

The debt and equity instruments issued by the Company were classified as financial liabilities or equity based on the definition of substance and financial liabilities and equity instruments under the terms and conditions in the contracts.

The equity instruments issued by the Company were recognized at the payment net of the direct cost of issuance.

When a reacquired equity instrument was originally owned by the Company, the reacquisition was recognized as a deduction to equity. Purchase, sale, issuance or cancellation of the equity instruments owned by the Company were not recognized in profit or loss.

3. Financial liabilities

  • (1) Subsequent measurement

All financial liabilities were measured at amortized cost under the effective interest method.

  • (2) Removal of financial liabilities

For removal of financial liabilities, the differences between the book value and the consideration paid (including any non-cash assets transferred and any liabilities assumed) were recognized in profit or loss.

(XI) Recognition of revenue

After our recognition of performance obligations under a contract with clients, we allocated the transaction price to each performance obligation and recognized the allocated amount in revenue after each performance obligation was met.

  1. Revenue from sale of goods

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The revenue from sale of goods was generated from the sale of computer peripherals. Once the computer peripherals were delivered to the client-designated location, the client was entitled to the products’ price determination and right of use, had the main responsibility to resell the products, as well as taking the risk that the products might become out-of-fashion. Therefore, the revenue and accounts receivable were recognized at the point of time.

When exporting raw materials for processing, the control over the ownership of processed products was not transferred, and thus the revenue for the export of raw materials was not recognized.

2. Service income

The service income was generated from provision of services under a contract and recognized based on the progress in completion of the contract.

(XII) Lease

We assessed whether an agreement was (or contained) a lease on the date of entering into the agreement.

  1. The Company was the lessor

The lease was classified as a finance lease when almost all the risks and returns attached to the ownership of assets were transferred to the lessee according to the agreement, and all the other leases were classified as operating leases.

For the sublease of right-of-use assets by the Company, the classification of the sublease was determined based on the right-of-use asset (instead of the underlying assets). However, when the main lease was recognized in the Company’s short-term leases to which the exemption of recognition was applied, the sublease was classified as an operating lease.

Fixed payments were included in the lease payments under finance leases. Net investment in a lease was measured based on the total present value of the lease payment receivable and the unguaranteed residual value plus the initial direct cost and recognized in finance leases receivable. The finance profits were allocated to each accounting period to reflect the Company’s fixed rate of return available for undue net investment in the lease in each respective period.

The lease payment under operating leases less the lease incentives was recognized in profit on the straight-line basis over the lease term. The original direct costs generated from the acquisition of the operating leases plus the book value of underlying assets were recognized in expenses on the straight-line basis over the lease term.

  1. The Company was the lessee

The lease payment from the leases of low-value underlying assets to which the exemption of recognition was applied and short-term leases were recognized in expenses on the straight-line basis over the lease term, while right-of-use assets and lease liabilities with respect to other leases were recognized on the lease commencement date.

The right-of-use assets were initially measured based on the cost (including the initial recognized amount of lease liabilities, the lease payment

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paid before the lease commencement date less the lease incentives received, the initial direct cost and the cost estimated to restore the underlying asset) and subsequently measured based on the cost net of accumulated depreciation and accumulated impairment losses, and then the remeasurement of the lease liabilities was adjusted. The right-of-use assets were separately presented in the individual balance sheet.

The right-of-use assets were depreciated on the straight-line basis over the period from the lease commencement date to the expiration of the useful life or the lease term, whichever was sooner.

The lease liabilities were initially measured based on the present value of lease payments (including fixed payments). If the interest rate implicit in a lease could be readily determined, the lease payments were discounted at the interest rate. When such interest rate could not be readily determined, the lessee’s incremental borrowing rate of interest was used.

Subsequently, the lease liabilities were measured at amortized cost under the effective interest method, and the interest expenses were amortized over the lease term. When any changes in the lease term resulted in changes to the future lease payments, we remeasured the lease liabilities and adjusted the right-of-use assets accordingly. However, the residual remeasurement was recognized in profit or loss when the book value of right-of-use assets was reduced to zero. The lease liabilities were separately presented in the individual balance sheet.

(XIII) Employee benefits

1. Post-employment benefits

Every pension fund contributed under the defined pension appropriation plan was recognized in expanses during the period when employees provided services.

Defined retirement benefit costs (including servicing costs, net interest and remeasurement) under the defined retirement benefit plan were calculated actuarially using the projected unit credit method. Service costs (including current service costs) and net interest on net defined benefit liabilities (assets) were recognized in employee benefit expenses when they were incurred. Remeasurement (including actuarial profits or losses, changes in the effect of asset limits, and return on plan assets net of interest) was recognized in other comprehensive income and presented in retained earnings when it occurred. It was not reclassified as profit or loss in the subsequent periods.

Net defined benefit liabilities represented the contribution deficit of the defined retirement benefit plan. Net defined benefit assets shall not exceed the present value of contribution refunded from the defined retirement benefit plan or future deductible contribution.

2. Other long-term employee benefits

The accounting treatment for other long-term employee benefits was the same as the one for the defined retirement benefit plan. However, any relevant remeasurement was recognized in profit or loss.

(XIV) Income tax

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The tax expenses were the total of current income and deferred income taxes.

1. Current income tax

The Company determines the current income in accordance with the laws enacted by the authority of the income tax return filing jurisdiction to calculate the income tax payable.

The additional income tax on undistributed earnings calculated according to the Income Tax Act of the Republic of China (Taiwan) was recognized in the year when the related resolution was made at the shareholders’ meeting.

The adjustments to the income tax payable in the previous year were recognized in the current income tax.

2. Deferred income tax

The deferred income tax was calculated based on the temporary difference between the book value of assets and liabilities in the book and the tax base for calculation of taxable income. Deferred income tax liabilities were generally recognized based on all taxable temporary differences; deferred income tax assets were recognized when we were likely to have taxable income available to offset the income tax arising from deductible temporary differences, loss carryforwards, purchase of machine/equipment, R&D and talent training.

Taxable temporary differences generated from investment in subsidiaries and associates were recognized in deferred income tax liabilities except that the Company could control the timing of reversal of the taxable temporary differences, and that such differences were not likely to be reversed in the foreseeable future. Deductible temporary differences related to such investment and equity were recognized, to the extent that they were expected to be reversed in the foreseeable future, in deferred income tax assets only when we were likely to have taxable income adequate to realize the temporary differences.

The book value of deferred income tax assets was reviewed at each balance sheet date. When any of the deferred income tax assets was not likely to have taxable income adequate to return all or part of the assets anymore, the book value thereof was reduced. Those that were not originally recognized in deferred income tax assets were reviewed at each balance sheet date. When any of those was likely to generate taxable income adequate to return all or part of the assets in the future, the book value thereof was increased.

The deferred income tax assets and liabilities were measured at the tax rate of the period in which the liabilities or assets were expected to be settled or realized. The tax rate was subject to the tax rate and tax laws legislated or substantively legislated on the balance sheet date. The deferred income tax liabilities and assets were measured to reflect the tax on the balance sheet date arising from the method that we expected to use to recover or settle the book value of the liabilities and assets.

3. Current and deferred income taxes

The current and deferred income taxes were recognized in profit or loss other than those related to the titles stated as other comprehensive income or as

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equity directly, which were recognized in other comprehensive income separately or in equity directly.

V. Major sources of uncertainty of significant accounting judgments, estimates, and assumptions

For adoption of the accounting policies, our management must make judgments, estimates, and assumptions related to the information that could not be readily acquired from other sources based on historical experience and other relevant factors. The actual results might differ from those estimates.

The Company takes the economic impact caused by COVID-19 into the consideration of significant accounting estimates, and the management will continue to review the estimates and basic presumptions. When the amendments to the estimates only affected the current period, they were recognized in the period in which they were made; when the amendments to the estimates affected the current and future periods at the same time, they were recognized in the period in which they were made and the future period.

VI. Cash and cash equivalents

h and cash equivalents

Cash on hand
Bank check and demand deposit
Cash equivalents
Repurchase of commercial papers
Time deposit
December 31, 2020
$ 1,181
587,300

-

-
$ 588,481
December 31, 2019







$ 599
444,752
79,814
21,525
$ 546,690

VII. Financial instruments measured at fair value through profit or loss

December 31, 2020 December 31, 2019

Financial assets – current Mandatory measurement at fair value through profit or loss Non-derivative financial assets

  • Domestic non-listed

  • (non-OTC) common stocks $ 1,713 $

VIII. Financial assets measured at fair value through other comprehensive income


Current
Investment in equity instruments
measured at fair value through other
comprehensive income
Domestic listed (OTC) common
stocks
Non-current
December 31, 2020
$ -
December 31, 2019 December 31, 2019
$ 23,039

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Investment in equity instruments
measured at fair value through other
comprehensive income
Domestic non-listed (non-OTC)
common stocks

Domestic listed (OTC) common
stocks
Domestic non-listed (non-OTC)
preferred stocks

Total
$ 71,287

10,950

30

$ 82,267
$ 56,298
101,532
30
$ 157,860

The Company invested in the equity instruments according to our medium and long-term strategies and expected to gain profits through long-term investment. Since the Company’s management deemed that the recognition of short-term changes in the investment’s fair value in profit or loss was not consistent with the said long-term investment plan, they opted to have the investment measured at fair value through other comprehensive income.

In July, August and September 2020, the Company made adjustment to its investment position and sold the shares of Solteam Incorporation and part of those of Coretek Opto Corporation at a fair value of NTD11,510,000. Other related equity – unrealized valuation loss on financial assets measured at fair value through other comprehensive income, amounting to NTD1,789,000, was carried forward to retained earnings.

IX. Notes and accounts receivable

es and accounts receivable
Notes and accounts receivable
Measurement at amortized cost
Total book value
Less: Loss allowance
December 31, 2020
$ 103,363
(
489
)
$ 102,874
December 31, 2019

(

(
$ 101,333

7,778
)
$ 93,555

We provided an average 60-day loan period for sale of goods, and interest did not accrue on unpaid accounts receivable.

In order to mitigate the credit risk, our management set the credit authorization quota and approved credit authorization to ensure that appropriate actions were adopted for the recovery of overdue accounts receivable. In addition, the Company reviewed the recoverable amount of accounts receivable separately on the balance sheet date to make sure that the appropriate impairment loss of the accounts receivable that could not be recovered was recognized. As such, our management considered that the Company’s credit risk was reduced significantly.

We recognized the loss allowance for accounts receivable based on the lifetime expected credit losses. The lifetime expected credit losses were calculated using a provision matrix with consideration of the clients’ historical default record and current financial position, industrial and economic environment, and GDP forecasts and industrial prospects. Since our historical experience of credit losses showed no significant difference in the type of loss between different clients, the clients were not further classified in the provision matrix. We only set the expected credit loss rate based on the aging of accounts receivable.

-180-

When there was any evidence showing that the counterparty was facing serious financial difficulties and we could not estimate a reasonable recoverable amount, the Company directly wrote off the related accounts receivable, continued to claim for payment, and recognized the recovered amount therefrom in profit or loss.

Our loss allowances for accounts receivable measured using the provision matrix are as follows:

December 31, 2020

December 31, 2020
Percentage of expected
credit loss
Total book value

Loss allowance (lifetime
expected credit losses)

Amortized cost
Account age
for no more
than 60 days

Account age
for 61–90
days
Account age
for 91–120
days
Account age
for more
than 120
days
Total

(
0%–1%
$ 98,617


288
)
$ 98,329

(
1%–5%
$ 4,685


140
)
$ 4,545


5%–10%
$ -


-

$ -

(
100%
$ 61


61
)
$ -

(
-
$ 103,363

489
)
$ 102,874

December 31, 2019

Percentage of expected
credit loss
Total book value

Loss allowance (lifetime
expected credit losses)

Amortized cost
Account age
for no more
than 60 days
Account age
for no more
than 60 days

Account age
for 61–90
days

Account age
for 61–90
days
Account age
for 91–120
days
Account age
for 91–120
days
Account age
for more
than 120
days
Account age
for more
than 120
days
Total

(
0%–1%
$ 88,796


336
)
$ 88,460

(
1%–5%
$ 4,891


147
)
$ 4,744

(
5%–10%
$ 390


39
)
$ 351

(
100%
$ 7,256


7,256
)
$ -

(
-
$ 101,333

7,778
)
$ 93,555

The information of changes in loss allowance for accounts receivable is as follows:

X. Balance – beginning of the year
Plus: Impairment loss reversed
in the year
Less: Actual amount written off
in the year
Balance – ending of the year
Finance leases receivable
Undiscounted lease payments
1st year
2nd year
Lease payments receivable
Less: Unearned financial income
Net investment in lease
2020
$ 7,778
(
230)
(
7,059
)
$ 489
2019 2019
$ 8,735
(
742)
(
215
)
$ 7,778
December 31,2020


(
$ 3,807
3,172
6,979
100
)
$ 6,879

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Book value of finance leases receivable
Current

Non-current

$ 3,729
3,150
$ 6,879

The Company subleased the premises and buildings in Neihu District to another company with a fixed lease payment of NTD3,807,000 collected on a yearly basis. Since the remaining lease term in the main lease agreement was transferred due to the sublease, the sublease was classified as a finance lease.

The interest rate implicit in a lease during a lease term was not changed as of December 31, 2020. The annual interest rate implicit in the finance lease was 1.50%.

The Company measured the loss allowance for the finance leases receivable based on the lifetime expected credit losses. Since there were no overdue or unrecovered finance leases receivable as of the balance sheet date, and with consideration of the counterparty’s historical default record and collateral value, the Company believed that the aforesaid finance leases receivable was not impaired.

XI. Inventory

ntory
Finished good
Work in process
Raw materials
December 31, 2020
$ 74,073
60,634

30,892
$ 165,599
December 31, 2019




$ 118,673
25,539

15,134
$ 159,346

The cost of sales related to inventories in 2020 and 2019 was NTD884,351,000 and NTD712,945,000, respectively.

The amounts of NTD28,700,000 and NTD68,198,000 from reversal of allowances for inventory devaluation losses were included in the cost of sales in 2020 and 2019, respectively.

XII. Investment under the equity method

stment under the equity method
Investment in subsidiaries
Investment in associates
December 31, 2020
$ 1,004,280

232,352
$ 1,236,632
December 31, 2019




$ 1,026,384
239,126
$ 1,265,510
$ 1,236,632 $ 1,265,510 $ 1,265,510
(I) Investment in subsidiaries
Name of the Subsidiary
Genius Holding Co., Ltd.

Chung-Chiang Investment Co., Ltd.
Hung-Cheng Investment Co., Ltd.
KYE International Corporation
KYE Systems Europe GmbH
KYE Systems (Hong Kong) Corp.
Digilife Technologies Co., Ltd.
Digilife Pty Ltd.

December 31, 2020
Amount
Shareholding%
$ 301,777
100.00


63,693
100.00
44,116
100.00
4,138
100.00
630
100.00
8,864
100.00
581,062
94.61

-

-

$ 1,004,280

December 31, 2019
Amount
Amount Shareholding%



$ 301,777

63,693
44,116
4,138
630
8,864
581,062

-

$ 1,004,280


$ 436,031
63,717
44,130
7,175
605
9,289
363,074

102,363
$1,026,384

100.00

100.00

100.00

100.00

100.00

100.00

91.37
39.20

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The Company’s investee, KYE Systems Europe GmbH terminated its business operations in December 2017 and is currently under liquidation.

The Company’s investee, Digilife Technologies Co., Ltd., made an offer for capital increase in cash in June 2020. The Company purchased 20,560,000 shares, and its shareholding percentage increased from 91.37% to 94.61%.

In November 2020, the Company sold all the shares of DIGILIFE PTY LTD held by it to Digilife Technologies Co., Ltd. The transaction was deemed by the Company to be an equity transaction since it did not change the Company’s control of DIGILIFE PTY LTD.

In November 2020, the Company’s investee, Digilife Technologies Co., Ltd., made adjustment to its investment position and sold financial assets measured at fair value through other comprehensive income at a fair value of NTD1,550,000. Other related equity – unrealized valuation profit on financial instruments measured at fair value through other comprehensive income, amounting to NTD185,000, was carried forward to retained earnings.

(II) Investment in associates

orward to retained earnings.
nvestment in associates

Important associates
Timing Pharmaceutical Co., Ltd.
(Timing Pharmaceutical Company)
Individual unimportant associates
December 31, 2020
$ 211,917

20,435
$ 232,352
December 31, 2019




$ 216,851
22,275
$ 239,126
  1. Important associates
Important associates
Company Name
Timing Pharmaceutical
Company
Ratio of shareholdings and voting rights
December 31, 2020
22.64%
December 31, 2019
22.64%

For the above-mentioned associate information related to the nature of business, main territory, and the country in which the company is registered, please refer to Table 5 ―Name and Territory of Investees and Other Relevant Information.‖

The investment in Timing Pharmaceutical Company was recognized in non-current financial assets measured at fair value through other comprehensive income on December 31, 2018. The Company purchased 3,000,000 shares from Timing Pharmaceutical Company with NTD44,460,000 in January 2019, increasing the shareholding ratio to 22.64%. Due to its significant impact, the purchase was stated in investment under the equity method. A loss of NTD240,960,000 was recognized in the disposal of equity instruments measured at fair value through other comprehensive income and then stated as a deduction from equity.

Our management performed the impairment test for Timing Pharmaceutical Company, our investee, in 2019. The result showed that the recoverable amount of the investment was less than the book value. The

-183-

impairment was caused mainly due to Timing Pharmaceutical Company’s overall profit which was not as good as expected. Therefore, the Company recognized an impairment loss of NTD38,202,000 in investment under the equity method in 2019.

The following financial information was prepared based on the associates’ IFRS consolidated financial statements. It also reflected the adjustments made after using the equity method.

after using the equity method.
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Equity
Non-controlling equity
The Company’s shareholding
ratio
The Company’s interests
Investment book value
Operating revenue
Current net loss
Other comprehensive income
Total comprehensive income
2020
$ 841,264
1,716,927
(
968,981 )
(
326,989
)
1,262,221
(
326,274
)
$ 935,947
22.64%
$ 211,917
$ 211,917
$ 798,199
( $ 30,726 )


7,243


($ 23,483
)
2019
$ 730,975
1,858,092
(
964,118 )
(
330,567
)
1,294,382
(
336,641
)
$ 957,741
22.64%
$ 216,851
$ 216,851
$ 761,813
( $ 167,643 )
(
13,278
)
($ 180,921
)

2. Summary of individual unimportant associates

The Company’s shares
Current net loss
Other comprehensive
income
Total comprehensive
income
2020
( $ 2,024 )

-
($ 2,024
)
2019
( $ 6,106 )

-

($ 6,106
)

Investments under the equity method and our shares of profit or loss and other comprehensive income therein were recognized based on each associate’s CPA-audited financial statements in the same period other than those in Timing Pharmaceutical Company, which were calculated based on its financial statements not audited by CPAs. However, our management considered that significant impacts would not result from the situation where the aforesaid investees financial statements were not audited by the CPAs.

XIII. Property, plant and equipment

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Cost
Balance on January 1, 2020

Addition
Disposal

Balance on December 31,
2020

Accumulated depreciation and
impairment
Balance on January 1, 2020

Disposal
Depreciation expense

Balance on December 31,
2020

Net amount on December 31,
2020

Cost
Balance on January 1, 2019

Addition
Disposal

Balance on December 31,
2019

Accumulated depreciation and
impairment
Balance on January 1, 2019

Disposal
Depreciation expense

Balance on December 31,
2019

Net amount on December 31,
2019
Land
$ 339,557
-
-

$ 339,557

$ 11,046
-
-

$ 11,046

$ 328,511

$ 339,557
-
-

$ 339,557

$ 11,046
-
-

$ 11,046

$ 328,511
Premises and
buildings
$ 171,905

-

-

$ 171,905

$ 80,602

-

3,231

$ 83,833

$ 88,072

$ 171,905

-

-

$ 171,905

$ 77,370

-

3,232

$ 80,602

$ 91,303
Machine and
equipment
$ 23,026

-
(
220
)
$ 22,806

$ 23,026
(
220 )

-

$ 22,806

$ -

$ 23,026

-

-

$ 23,026

$ 23,026

-

-

$ 23,026

$ -
Miscellaneous
equipment
$ 151,508

2,800
(
152
)
$ 154,156

$ 148,133
(
152 )

809

$ 148,790

$ 5,366

$ 150,975

2,650
(
2,117
)
$ 151,508


148,192
(
317 )

258

$ 148,133

$ 3,375
Total






























$ 685,996

2,800
(
372
)
$ 688,424
$ 262,807
(
372 )

4,040
$ 266,475
$ 421,949
$ 685,463

2,650
(
2,117
)
$ 685,996
$ 259,634
(
317 )

3,490
$ 262,807
$ 423,189

The Company’s property, plants, and equipment were depreciated on the straight-line basis over the following useful lives:

llowing useful lives:
Premises and buildings 50 to 55 years
Machine and equipment 2 to 9 years
Miscellaneous equipment
Office equipment 2 to 5 years
Transport equipment 2 to 5 years
Leasehold improvement 4 to 10 years

-185-

Passenger and freight elevators 15 years
Computer equipment 1 to 5 years
Others 2 to 8 years

For the amount of our property, plants and equipment pledged as collateral for loans, see Note 26.

XIV. Lease agreement

  • (I) Right-of-use assets
e 26.
ase agreement
ight-of-use assets

Book value of right-of-use assets
Building
Office equipment
Transport equipment
Addition of right-of-use assets
Depreciation expense of
right-of-use assets
Building
Office equipment
Transport equipment
December 31, 2020
$ 1,957
412

629

$ 2,998

2020
$ -

$ 5,322
138

2,895

$ 8,355
December 31, 2019




$ 15,082
550
3,524

$ 19,156

2019






$ 17,479

$ 888
2,745
137

$ 3,770

(II) Lease liabilities

ease liabilities
Book value of lease liabilities
Current
Non-current
December 31, 2020
$ 6,044

$ 4,790
December 31, 2019


$ 8,299

$ 10,834

The range of discount rate for lease liabilities is as follows:

Building
Office equipment
Transport equipment
December 31, 2020
1.5%
1.5%
1.5%
December 31, 2019
1.5%
1.5%
1.5%

(III) Material lease activities and terms

We rented buildings, office equipment, and transport equipment with a lease term from 2019 to 2023 for offices and conduct of business. When the lease term expires, we will not be entitled to renew the lease agreement of the rented properties and the bargain purchase option.

(IV) Other lease information

-186-

The Company opted to apply the exemption of recognition to the lease of office equipment which met the short-term lease and lease of low-value assets and did not recognize right-of-use assets and lease liabilities with respect to such lease.

The Company did not have any short-term lease commitments to which the exemption of recognition was applied on December 31, 2020 and 2019.

XV.Accounts payable

Accounts payable did not include interest expenses. The Company established the financial risk management policies to ensure that all payables could be paid back within the pre-agreed term of credit.

XVI. Other receivables – related parties and other payables

The advances provided due to the Company’s purchase of materials through KYE Trade Co., Ltd., from a subsidiary of KYE Inc., Dong-Guan Kunying Computer Products Co., Ltd., were recognized respectively in other receivables – related parties and other payables.

XVII. Retirement benefit plans

(I) Defined contribution plan

The pension system specified in the ―Labor Pension Act‖ adopted by the Company is the defined pension appropriation plan managed by the government. A pension equal to 6% of an employee’s monthly wage shall be appropriated to the individual labor pension account at the Bureau of Labor Insurance.

The Company recognized the amounts that must be appropriated in accordance with the percentage specified in the defined appropriation plan of 2020 and 2019. The total amounts recognized in the statement of comprehensive income in 2020 and 2019 were NTD2,423,000 and NTD2,791,000, respectively.

(II) Defined benefit plan

The Company is subject to the retirement pension system specified in the ―Labor Standards Act.‖ The system defines the payment of pension. Two bases are given for each full year of service rendered if an employee has seniority of less than 15 years. For the rest of the years over 15 years, one base is given for each full year of service rendered. The total number of bases shall be no more than 45. The years of service rendered and the average wage of six months (base) prior to the approved retirement date shall be the reference for calculation of the pension to be paid to the employee. We appropriate 2% of the total wage of an employee as the labor pension fund every month and remit the amount to the labor pension reserve funds account at the Bank of Taiwan in the name of the Labor Pension Fund Supervisory Committee. Before the end of each year, if the assessed balance in the account is inadequate to make a full payment of pensions to the employees who may meet the retirement conditions in the next year, we will make up the difference in one appropriation before the end of March the following year. The account is managed by the Bureau of Labor Funds, Ministry of Labor and we do not have the right to influence the investment management strategies.

Amounts related to the defined benefit plan and included in the individual balance sheet are listed as follows:

heet are listed as follows:
Present value of defined benefit
obligation
Fair value of plan assets
Contribution deficit
Net defined benefit liabilities
December 31, 2020
$ 49,794
(
18,140
)

31,654
$ 31,654
December 31, 2019

(


(

$ 48,629

16,906
)
31,723
$ 31,723

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Changes in net defined benefit liabilities (assets) are as follows:

Balance on January 1, 2019

Current service cost
Previous service cost

Interest expenses (income)

Recognition in profit or loss

Remeasurement
Return on plan assets (except
for any amount included in net
interest)
Actuarial loss – changes in
demographic assumption
Actuarial loss – changes in
financial assumption
Actuarial loss – experience
adjustment

Recognition in other
comprehensive income
Contribution by employer
Payment of benefits

Balance on December 31, 2019
Current service cost
Interest expenses (income)

Recognition in profit or loss

Remeasurement
Return on plan assets (except
for any amount included in net
interest)
Actuarial loss – changes in
financial assumption
Actuarial profit – experience
adjustment

Recognition in other
comprehensive income
Contribution by employer

Balance on December 31, 2020
Present value
of defined
benefit
obligation
$ 53,047

202
(
7,687 )

597

(
6,888
)
-

20
2,341

1,009


3,370

-

(
900
)

48,629

208

365


573

-

1,255
(
663
)

592


-

$ 49,794
Fair value of
plan assets
($ 16,442
)
-

-

(
189
)
(
189
)
(
592 )
-
-

-

(
592
)
(
583 )

900

(
16,906
)
-
(
129
)
(
129
)
(
571 )
-

-

(
571
)
(
534
)
($ 18,140
)
Net defined
benefit
liabilities
(assets)
$ 36,605
202
(
7,687 )

408
(
7,077
)
(
592 )
20
2,341

1,009


2,778

(
583 )

-

31,723
208

236

444
(
571 )
1,255
(
663
)

21

(
534
)
$ 31,654

The amounts related to the defined benefit plan recognized as profit or loss are summarized by function as follows:

2020 2019

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Marketing expenses

Administrative expense
R&D expense

$ 118
( $ 2,206 )
311
(
4,367 )
15

(
504
)
$ 444

($ 7,077
)

The Company was exposed to the following risks due to the pension system under the ―Labor Standards Act‖:

  1. Investment risk: The Bureau of Labor Funds, Ministry of Labor has separately invested the labor pension fund in domestic (foreign) equity and debt securities, and bank deposits. The investment is conducted at the discretion of the Bureau or under the mandated management. However, the profit generated from the Company’s plan assets shall be calculated with an interest rate not below the interest rate for a two-year time deposit with local banks.

  2. Interest rate risk: A decrease in the interest rates of government bonds and corporate bonds would increase the present value of the defined benefit obligation, and the return on debt investment of the plan assets would be increased accordingly. The net defined benefit liabilities might be partially offset by both increases.

  3. Salary risk: The present value of the defined benefit obligation was calculated by reference to the future salary of the plan participants. Therefore, the present value of the defined benefit obligation would be increased by an increase in the plan participants’ salary.

The Company’s present value of the defined benefit obligation was calculated actuarially by a qualified actuary. The major assumptions on the date of measurement are as follows:

ctuarially by a qualified actuary. The
re as follows:
major assumptions on the date of measurement

Discount rate
Rate of expected salary increase
December 31, 2020
0.500%
2.250%
December 31, 2019
0.750%
2.250%

If there were any reasonably possible changes to the major actuarial assumptions separately, the resulting increase (decrease) in the present value of the defined benefit obligation in the situation where all the other assumptions remained the same is as follows:

ollows:

Discount rate
Increase by 0.25%
Decrease by 0.25%
Rate of expected salary increase
Increase by 0.25%
Decrease by 0.25%
December 31, 2020
($ 1,255
)
$ 1,303

$ 1,258

($ 1,218
)
December 31, 2019
(


(
(


(
$ 1,319
)
$ 1,369

$ 1,325

$ 1,284
)

Since the actuarial assumptions might be correlated to each other and it was unlikely that the changes were only in a single assumption, the aforesaid sensitivity

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analysis might not reflect the actual changes in the present value of the defined benefit obligation.

obligation.
XVIII.
(I)

Expected contribution within 1
year
Average maturity of defined
benefit obligations
Equity
Share capital
Number of authorized shares
(thousand shares)
Authorized capital
Number of issued shares with
adequate capital received
(thousand shares)
Issued capital
Issuance in excess of par value
December 31, 2020
$ 539
10.2 years
December 31, 2020

390,000
$ 3,900,000

224,528
$ 2,245,285

198,950
$ 2,444,235
December 31, 2019
$ 552
11.0 years
December 31, 2019










390,000
$ 3,900,000
234,538
$ 2,345,385
301,635
$ 2,647,020

A share of issued common stock had a par value of NTD10 and was entitled to one voting right and dividends.

The number of shares of the authorized capital retained for issuance of the employee stock option warrants was 25,000,000 shares.

  • (II) Capital reserves
apital reserves
Stock issuance in excess of par
value
Treasury stock trading
Long-term investment
December 31, 2020
$ 198,950
160,257

23,691
$ 382,898
December 31, 2019






$ 301,635
130,039

24,532
$ 456,206

The excess from stock issuance in excess of par value (including common stock issuance in excess of par value, capital in excess of par from share issuance due to mergers, and treasury stock trading) and the reserve received from donations in capital reserves may be used to offset losses, or to distribute cash dividends or be transferred into the capital if the Company does not incur a loss. However, the amount of the transfer into the capital shall be limited to a certain percentage of the paid-in capital in every year.

The capital reserves deriving from investment under the equity method, employee stock option, and other stock options shall not be used for any purpose.

  • (III) Retained earnings and dividend policy

According to the Company’s earning distribution policy, if the Company has a profit at the year’s final accounting, it shall first pay the income tax and make up any cumulative losses in accordance with laws, and then make a 10% contribution of the

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balance to the legal reserve, and also make provision/reversal of special reserves pursuant to the laws. The residual balance shall be added to undistributed earnings for allocation of shareholder dividends and bonuses. The shareholder dividends are allocated in the form of cash dividend or stock dividend. The cash dividend shall be no less than 10% of the total shareholder dividends, and the residual balance is paid in shares. However, all the shareholder dividends shall be distributed in stock dividends when the cash dividend per share is NTD0.1 or lower.

For the policy of distribution of employee and director/supervisor remuneration regulated in the Company’s Articles of Incorporation, please refer to (4) Remuneration to employees, directors, and supervisors in Note 20.

The Company approved the amendments to the Articles of Incorporation through the resolution made at the shareholders’ meeting on June 21, 2019. The distribution of the Company’s profits and the compensation for its losses may be made after the end of each quarter.

Legal reserves shall be prepared to the amount at which the balance of the legal reserves reaches to the total paid-in capital. Legal reserves may be used to make up loss. Where the Company does not sustain loss, the part of the legal reserves that exceeds the total paid-in capital by 25% may be appropriated as capital or distributed by cash.

The Company provides and reverses special reserves according to the letters under Jin-Guan-Zheng-Fa-Zi No. 1010012865 and Jin-Guan-Zheng-Fa-Zi No. 1010047490 as well as ―Q&A for Provision of Special Reserve Upon First-Time Adoption of IFRSs.‖ If there is any reversal of the decrease in shareholder’ equity, the earnings may be distributed based on the reversal proportion.

The Company held the general shareholders’ meetings respectively on June 18, 2020 and June 21, 2019. The proposal for loss compensation in 2019 and the proposal for profit distribution in 2018, respectively approved at the said meetings, are as follows:

ollows:
Legal reserves
Special reserves
Legal reserves for covering
losses
Reversal of special reserves
2019
$ -

$ -

$ 24,924
)
$ 66,778
)
2018


(
(



$ 9,724
$ 382,473
$ -
$ -

The shareholders decided at the general shareholders’ meetings of the Company on June 18, 2020 and June 21, 2019 to distribute the income derived from the issuance of common stocks at a premium as a capital reserve to the amount of NTD93,815,000 and NTD46,908,000 to the shareholders by cash pursuant to Article 241 of the Company Act.

The proposal for profit distribution in 2020 submitted by the Board meeting on March 25, 2021 is as follows:

arch 25, 2021 is as follows:
Legal reserves
Special reserves
2020

$ 14,461
$ 130,154

The Board of Directors of the Company decided on March 25, 2021 to distribute the income derived from the issuance of common stocks at a premium as a capital

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reserve to the amount of NTD67,359,000 to the shareholders by cash pursuant to Article 241 of the Company Act.

The proposal for profit distribution in 2020 is expected to be resolved at the general shareholders’ meeting to be held on June 23, 2021.

  • (IV) Other equity

  • Exchange differences from the translation of foreign operations’ financial statements

statements
Balance – beginning of the year
Amounts incurred in the year
Exchange differences
from foreign operations
Share of associates under
the equity method
Balance – ending of the year
2020
( $ 24,935 )
(
12,624 )

1,836

($ 35,723
)
2019
$ 207
(
21,831 )
(
3,311
)
($ 24,935
)
  1. Unrealized profit/loss from the financial assets measured at fair value through other comprehensive income
other comprehensive income
Balance – beginning of the year
Amounts incurred in the year
Unrealized profit/loss –
equity instrument
Share of subsidiaries and
associates under the
equity method
Other comprehensive income in
the year
Cumulative profit or loss on
disposal of equity
instruments transferred to
retained earnings
Balance – ending of the year
reasury stocks
Cause of repurchase
2020 2019
($ 660,956
)
( 117,767 )
133,381


15,614

240,960
($ 404,382
)
Maintenance of the
Company’s credit and
shareholders’ equity
(1,000 shares)
2019
Number of shares on January 1, 2020
Increase in the year
Decrease in the year
Number of shares on December 31, 2020
(
-
10,010
10,010
)
-
  • (V) Treasury stocks

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To protect the Company’s credit and shareholders’ equity, the Board of Directors resolved on March 18, 2020 and May 20, 2020 to buy back 10,000,000 and 5,000,000 shares of the Company respectively during the periods from March 19, 2020 to May 17, 2020 and from May 21 to July 17, 2020 pursuant to Article 28-2 of the Securities and Exchange Act, and define the price ranges of the shares to be repurchased respectively at NTD5–8 and NTD6–10 pursuant to Article 2 of the ―Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies.‖ In 2020, the Company repurchased 10,010,000 as treasury stocks at a cost of NTD78,752,000.

The Board of Directors of the Company resolved on November 5, 2020 to cancel the 10,010,000 shares repurchased for protection of the Company’s credit and shareholders’ equity, and set the record date of cancellation to November 6, 2020.

According to the Securities and Exchange Act, the treasury stock held by the Company shall not be pledged and entitled to any dividends and voting rights.

XIX. Revenue

Revenue
Revenue from contracts with
customers
Revenue from sale of goods
2020
$ 1,224,519
2019
$ 985,434

(I) Description of contracts with customers

The goods sold to customers were measured at the fair value of considerations received or receivable, and the amount recognized as revenue was determined by subtracting returns, rebates and other similar discounts expected from customers.

  • (II) Contract balance
ontract balance
Notes and accounts
receivable (Note 9)
December 31,
2020
$ 102,874
December 31,
2019

$ 93,555
January 1, 2019
$ 190,198

(III) Sub-items of revenue from customer contracts

Mouse
Keyboard
Speaker
Others
2020
$ 446,836
338,456
236,406
202,821
$ 1,224,519
2019




$ 410,776
358,728
168,260
47,670
$ 985,434

XX.Net profit in the year

Net profit in the year
(I)
Other profits and losses
Other revenue
Exchange loss – net
Rent revenue
Profit on valuation of financial
2020
$ 25,195
(
21,965 )
2,175
1,713
2019
$ 27,665
(
7,986 )
15,581
-

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assets
Dividend income
Other losses
Total
(II) Depreciation and amortization
Property, plant and equipment
Investment property
Other non-current assets
Right-of-use assets
Summary of depreciation
expenses by function
Operating expenses
Non-operating expenses
Summary of amortization
expenses by function
Operating costs
Operating expenses
(III) Employee benefit expense
Retirement benefits (Note 17)
Defined contribution plan
Defined benefit plan
Separation benefits
Other employee benefits
Total of employee benefit expenses
Summarized by function
Operating expenses
(
1,604

8
)
$ 8,714
2020
$ 4,040
-
3,954
8,355
$ 16,349
$ 12,395
-
$ 12,395
$ 3,765
189
$ 3,954
2020
$ 2,423
444
2,867
195
73,442
$ 76,504
$ 76,504
(
727

6,772
)
$ 29,215
2019
















$ 3,490
5,459
11,694
3,770
$ 24,413
$ 7,260
5,459
$ 12,719
$ 9,331
2,363
$ 11,694
2019





$ 2,791
(
7,077
)
(
4,286 )
9,108

77,185
$ 82,007
$ 82,007

(IV) Remuneration for employees, directors and supervisors

After deducting the profit before tax of the current year prior to distribution of the remuneration to employees, directors and supervisors, the amount no less than 1% and no more than 15% was appropriated as the remuneration to employees and no more than 1% was appropriated as remuneration to directors and supervisors. The remuneration

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for employees, directors and supervisors in 2020 and 2019 was resolved by the Board of Directors on March 25, 2021 and March 26, 2020, respectively, as follows:

Estimated ratio

Estimated ratio
Remuneration to employees
Remuneration to directors and
supervisors
Amount
Remuneration to employees
Remuneration to directors and
supervisors
2020
3%
1%
2020
$ 5,663
$ 1,887
2019
3%
1%
2019


$ 5,370
$ 1,769

If there were any changes in the amount after the approval and release date of annual individual financial statements, the change was treated as a change in accounting estimates and accounted for in the following year.

There was no discrepancy between the actual distribution of remuneration to employees, directors and supervisors in 2019 and 2018 and the amount recognized in the individual financial statements in 2019 and 2018.

The information about remuneration to employees, directors and supervisors resolved by the Board of Directors may be viewed at the ―MOPS‖ of TWSE.

XXI. Income tax

(I) Income tax recognized in profit or loss

Major components of income tax expenses are as follows:

Current income tax
Tax incurred in the year

Adjustments for the previous year
(
Deferred income tax
Tax incurred in the year

Income tax expense recognized as profit
or loss

Adjustments to accounting income and
Net profit before tax

Income tax expense on net profit before
tax calculated at the statutory tax rate

Losses not deductible and tax-free
income not included when
determining taxable income
Adjustment to income tax expenses of the
previous year in the year
(
Unrecognized deductible temporary
difference
(
2020
$ 28,747
5,396
)
23,351
11,630
$ 34,981
income tax expenses
2020
$ 181,217
$ 36,243
4,503

5,396 )
369
)
2019
$ 10,643
(
486
)
10,157

8,201
$ 18,358
are as follow:
2019


(
(


(
(
$ 169,838
$ 34,377

26,743 )

486 )
11,210

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Income tax expense recognized as profit
or loss
$ 34,981
$ 18,358

(II) Income tax recognized in other comprehensive income

Deferred income tax
Amounts incurred in the year
-Unrealized profit/loss from the
financial assets measured at fair value
through other comprehensive income
-Translation from foreign operations
-Remeasurement of the defined
benefit plan
Income tax profit (expenses) recognized
in other comprehensive income
2020
$ 21,951 )
4,631
4

$ 17,316
)
2019
(

(


$ 26,281
4,297
556

$ 31,134

(III) Deferred income tax assets and liabilities

Changes in deferred income tax assets and liabilities are as follows:

2020

2020
Deferred income tax assets
Temporary difference
Inventory

Defined retirement
benefit plan
Other non-current assets
Investment under the
equity method
Financial assets
measured at fair value
through other
comprehensive
income
Deferred loss on
purchase commitment
Exchange differences
from foreign
operations
Others

Balance –
beginning of
the year
$ 16,980
8,654
7,990
20,374
46,837
13,180
11,676
4,121

$ 129,812
Recognition in
profit or loss
( $ 5,740 )
(
18 )
(
340 )
(
37 )

-
(
1,840 )

-
(
3,641
)
($ 11,616
)

Recognition in
other
comprehensive
income
$ -

-

-

-
(
14,028 )

-

4,564

-

($ 9,464
)
Balance –
ending of the
year


(
(
(
(

(

(
(




(



(








$ 11,240

8,636

7,650

20,337

32,809

11,340

16,240
480
$ 108,732

(Continued to next page)

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(Continued from previous page)

Deferred income tax liabilities
Temporary difference
Exchange differences
from foreign
operations

Defined retirement
benefit plan
Investment under the
equity method
Financial assets
measured at fair value
through other
comprehensive
income
Others

Balance –
beginning of
the year
$ 3,893
2,309
10,486
-
-

$ 16,688
Recognition in
profit or loss
$ -

-
(
95 )

-

109

$ 14

Recognition in
other
comprehensive
income
( $ 67 )
(
4 )

-

7,923

-

$ 7,852
Balance –
ending of the
year
Balance –
ending of the
year





(


(
(








$ 3,826

2,305

10,391

7,923
109
$ 24,554

2019

2019
Deferred income tax assets
Temporary difference
Inventory

Defined retirement
benefit plan
Other non-current assets
Investment under the
equity method
Financial assets
measured at fair value
through other
comprehensive
income

Deferred loss on
purchase commitment
Exchange differences
from foreign
operations
Others

Balance –
beginning of
the year
$ 30,620
10,186
7,990
17,379
$ 32,810
9,466
9,563
4,627

$ 122,641
Recognition in
profit or loss
( $ 13,640 )
(
1,532 )

-

2,995
$ -

3,714

-
(
506
)
($ 8,969
)

Recognition in
other
comprehensive
income
$ -

-

-

-
$ 14,027

-

2,113

-

$ 16,140
Balance –
ending of the
year



(
(





(
(
















$ 16,980

8,654

7,990

20,374
$ 46,837

13,180

11,676
4,121
$ 129,812

(Continued to next page)

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(Continued from previous page)

Deferred income tax liabilities
Temporary difference
Exchange differences
from foreign
operations

Defined retirement
benefit plan
Investment under the
equity method
Financial assets
measured at fair value
through other
comprehensive
income

Balance –
beginning of
the year
$ 6,077
2,865
11,254
12,254

$ 32,450
Recognition in
profit or loss
$ -

-
(
768 )

-

($ 768
)

Recognition in
other
comprehensive
income
( $ 2,184 )
(
556 )

-
(
12,254
)
($ 14,994
)
Balance –
ending of the
year
Balance –
ending of the
year





(

(
(
(

(
(




$ 3,893

2,309

10,486
-
$ 16,688

(IV) Authorization of income tax

The Company’s income tax returns up to 2018 were audited and approved by the tax authorities. The declared loss from sale of sluggish materials in 2012 was deducted pursuant to the approved adjustment and a tax amount of NTD5,257,000 was exempted as a result. The Company did not accept the said approval and filed an administrative action. On July 8, 2020, the Taipei High Administrative Court issued a final decision for settlement with an approved amount of refundable tax of NTD2,104,000.

XXII. EPS

The earning and the weighted average number of common stocks used for calculating EPS are as follows:

Net profit in the year

are as follows:
Net profit in the year
Net profit in the year
Effect of potential diluted
common stocks:
Remuneration to employees
Profit used for calculation of
diluted EPS
2020
$ 146,236
-
$ 146,236
2019




$ 151,480
-
$ 151,480

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Number of shares
Weighted average number of
common stocks used for
calculating basic EPS
Effect of potential diluted
common stocks:
Remuneration to employees
Weighted average number of
common stocks used for
calculating diluted EPS
2020
228,307
657
228,964
Unit: 1,000 shares
2019
Unit: 1,000 shares
2019




234,538
783
235,321

When the Company could select stocks or cash as the remuneration to employees, it was assumed that the employee’s remuneration was paid with stocks when the diluted EPS was calculated. The weighted average outstanding common stocks were added when the potential common stocks had diluting capability to calculate the diluted EPS. The diluting capability of the potential common stocks was referenced in the next year when the Board of Directors resolved to calculate the diluted EPS prior to payment of the employee’s remuneration with stocks.

XXIII. Capital risk management

The Company conducted capital management to ensure the companies of the Group could keep operating while maximizing shareholders’ return by optimizing the liability and equity balances. The overall strategies of the Company did not have substantial changes.

The capital structure of the Company was comprised of the net liabilities (i.e. loans minus cash and cash equivalents) and shareholders’ equity attributable to the owner of the Company (i.e. capital stock, capital reserves, retained earnings, and other equities).

The Company did not need to observe external capital requirements.

The management of the Company conducted annual review of the Group’s capital structure. Observing the suggestions of the management, the Company balanced the overall capital structure by paying dividends, issuing new stocks, repurchasing stocks, and issuing new corporate bonds, or repaying existing liabilities.

XXIV. Financial instruments

(I) Fair value information – financial instruments not measured at fair value

Since the book value of the Company’s financial instruments not measured at fair value, including cash and cash equivalents, notes and accounts receivable, other receivables, guarantee deposits paid, notes and accounts payable, other payables and guarantee deposits received, was a reasonable approximation of fair value, we did not disclose the fair value.

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  • (II) Fair value information – financial instruments measured at fair value on a repetitive basis

  • Fair value hierarchy

Fair value hierarchy
December 31, 2020
Financial assets measured
at fair value through
profit or loss
Investment in equity
instruments
-Domestic
non-listed (OTC)
stocks
Financial assets measured
at fair value through
other comprehensive
income
Investment in equity
instruments
-Domestic listed
(OTC) stocks

-Domestic
non-listed
(non-OTC) stocks
Total

December 31, 2019
Financial assets measured
at fair value through
other comprehensive
income
Investment in equity
instruments
-Domestic listed
(OTC) stocks

-Domestic
non-listed
(non-OTC) stocks
Total
Level 1
$ -

$ -

-

$ -

Level 1
$ 23,039

-

$ 23,039
Level 2
$ -

$ -

-

$ -

Level 2
$ -

-

$ -
Level 3
$ 1,713

$ 10,950

71,317

$ 82,267

Level 3
$ 101,532

56,328

$ 157,860
Total












$ 1,713
$ 10,950

71,317
$ 82,267
Total








$ 124,571

56,328
$ 180,899

There was no transfer of fair value measurements between Level 1 and Level 2 in 2020 and 2019.

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  1. Adjustments to the fair value of financial instruments based on Level 3 measurement

2020

measurement
2020
Balance – beginning of
the year

Recognition in profit or
loss (other profits and
losses)
Recognition in other
comprehensive income
Disposal

Balance – ending of the
year

2019
Balance – beginning of
the year
Recognition in other
comprehensive income
Purchase
Disposal

Balance – ending of the
year
Financial assets
measured at fair
value through profit
or loss
$ -

1,713

-


-

$ 1,713

Financial assets
measured at fair
value through profit
or loss
$ -
-
-

-

$ -
Financial assets
measured at fair
value through other
comprehensive
income
$ 157,860

-
(
75,537 )

(
56
)

$ 82,267

Financial assets
measured at fair
value through other
comprehensive
income
$ 543,748
(
142,164 )
44,460
(
288,184
)

$ 157,860
Total

(
(
$ 157,860
1,713

75,537 )
56
)
$ 83,980
Total



(
(

(
(
$ 543,748

142,164 )
44,460
288,184
)
$ 157,860

3. Evaluation technology and inputs of Level 3 fair value measurement

For the domestic non-listed (non-OTC) stocks held by the Company and measured at fair value, such fair value was determined with reference to the price supported with the observable market price or estimated using the comparable multiple method. The fair value for the stock private placement for domestic listed companies was determined using the option pricing model based on the observable market price.

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(III) Type of financial instruments

ype of financial instruments
Financial assets
Financial assets measured at
amortized cost (Note 1)
Measurement at fair value
through profit or loss
Mandatory measurement at fair
value through profit or loss
Financial assets measured at
fair value through other
comprehensive income
Investment in equity
instruments
Financial liabilities
Measurement at amortized cost
(Note 2)
December 31, 2020
$ 1,236,976
1,713
82,267
164,271
December 31, 2019
$ 1,294,838
-
180,899
163,592
  • Note 1: The balance included the financial assets measured at amortized cost, such as cash and cash equivalents, notes and accounts receivable, finance leases receivable, other receivables and guarantee deposits paid.

  • Note 2: The balance included the financial assets measured at amortized cost, such as notes and accounts payable, other payables and guarantee deposits received.

(IV) Financial risk management purpose and policy

The Company’s main financial instruments included investments in equity, accounts receivable, accounts payable, loans, and lease liabilities. Our financial management department was responsible for provision of services for business units, planning and coordination of investments in domestic and international financial markets, analysis of internal risk exposure based on the risk level and scope, and reporting, supervision, and management of the financial risks related to the Company’s operations. The said risks included the market risk (such as exchange rate risk, interest rate risk, and other price risks), credit risk, and liquidity risk.

The Company used derivative financial instruments to avoid risk exposure and mitigate the impact of such risks. Derivative financial instruments were used subject to the policies adopted at the meeting of the Board of Directors or shareholders of the Company. These policies included the exchange rate risk, interest rate risk, credit risk, use of derivative and non-derivative financial instruments, and the written current funds investment principle. Internal reviewers reviewed the compliance of the policies and the exposure limits on an ongoing basis. The Company did not conduct transactions of financial instruments (including derivative financial instruments) for speculation purposes.

The finance management department reported to the Board of Directors of the Company every quarter.

  1. Market risk

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The major financial risk that the operating activities imposed on the Company was the foreign exchange rate risk. (Refer to (1) below.) The Company was engaged in various derivative financial instruments to manage the imposed foreign exchange rate risk.

The Company did not change the risk exposure on the financial instrument market or the methods for management and measurement of such exposure.

(1) Exchange rate risk

The Company was engaged in sales and purchase transactions in foreign currency. These transactions exposed the Company to the exchange rate fluctuation risk. More than 99% of the sales amount of the Company was not valuated with the functional currency. About 40% of the purchase amount was not valuated with the functional currency. The Company used currency options to manage the exchange rate risk within the policies.

For the book value of the monetary assets and liabilities of the Company valued with non-functional currency on the balance sheet date, see Note 29.

Sensitivity analysis

The Company was affected primarily by fluctuation in the exchange rate of USD.

Our sensitivity analysis for the exchange rate of NTD (functional currency) to USD increasing or decreasing by 1% is described in the following table: The sensitivity analysis only included the outstanding foreign currency items. The translation thereof at the end of the period was adjusted by an increase or decrease of 1% in the exchange rate. The positive number in the following table means the reduced amount of the pre-tax net profit when NTD appreciates by 1% against USD; when NTD depreciates by 1% against USD, the effect on the pre-tax net profit is represented with a negative number of the same amount.

==> picture [354 x 30] intentionally omitted <==

Note: The profit or loss was mainly generated from the Company’s accounts receivable and payable denominated in USD which were outstanding on the balance sheet date and were not hedged against the cash-flow risk.

The management found that the sensitivity analysis could not represent the inherent risk of exchange rate. Since the sales changed in seasons, the foreign currency risk exposure on the balance sheet date could not reflect the exposure in the midyear.

(2) Interest rate risk

-203-

The interest rate risk exposure occurred because the Company’s entities borrowed funds and deposits with the undertaking bank at fixed and floating rates at the same time.

The book value of the financial assets and liabilities of the Company exposed to the interest rate risk on the balance sheet date are as follows:

are as follows:

With fair value interest
rate risk
-Financial assets
With cash flow interest
rate risk
-Financial assets
December 31, 2020
$ -
586,582
December 31, 2019
$ 101,512
442,702

Sensitivity analysis

The following sensitivity analysis is based on the interest rate risk exposure of the non-derivative instruments on the balance sheet date. The analysis mainly focuses on the assets and liabilities with floating interest rate and assumes that the amount of outstanding assets and liabilities on the balance sheet date is completely in circulating during the reporting period.

If the interest rate increased/decreased by 25 basis points, with all other variables held constant, the Company’s net profit before tax in 2020 and 2019 was increased/decreased by NTD1,287,000 and NTD624,000, respectively, which was mainly due to the Company’s loans and deposits at floating rates.

(3) Other price risks

The Company sustained equity price risk exposure due to investment in equity securities. This investment was not held for trading but a strategic investment. The Company’s management managed risk by holding different risk investment portfolios. The Company’s equity price risk was mainly in the equity instruments offered by the Taiwan Stock Exchange for the electronics industry. The Company designated responsible teams to monitor the price risk.

Sensitivity analysis

The following sensitivity analysis is based on the equity price risk exposure on the balance sheet date.

If the equity price increased/decreased by 1%, the profit or loss before tax in 2020 was increased/decreased by NTD17,000, respectively, due to increases/decreases of the fair value of the financial assets measured at fair value through profit or loss. Other comprehensive income before tax in 2020 and 2019 was increased/decreased by NTD823,000 and NTD1,809,000, respectively, due to increases/decreases of the fair value of the

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financial assets measured at fair value through other comprehensive income.

2. Credit risk

The credit risk refers to the risk in the financial loss of the Group because the counterparty delays in the fulfillment of the contractual obligations. Up to the balance sheet date, the Company’s potential highest credit risk exposure due to failure of the counterparty to fulfill its obligations was mainly derived from the book value of the financial assets recognized in the balance sheet.

In order to mitigate the credit risk, the Company’s management designated responsible teams to set the line of credit, approve credit, and carry out other control procedures to ensure that appropriate actions were adopted for the recovery of overdue accounts receivable. In addition, the Company reviewed the recoverable amount of accounts receivable separately on the balance sheet date to make sure that the appropriate impairment loss of the accounts receivable that could not be recovered was recognized. As such, our management considered that the Company’s credit risk was reduced.

Since the counterparty of the current funds and derivative financial instruments was a financial institution having good credit rating, no significant credit risk was expected.

Receivables were to be collected from a lot of customers. They belonged to different industries and were located in different geographic areas. The Company continuously assessed the financial status of the customers from which receivables should be recovered and, if necessary, entered into credit insurance contracts.

Up to December 31, 2020 and 2019, the balance of receivables of the Top 10 customers accounted for 71% and 63% of that of the Company, respectively. The credit concentration risk of other receivables was insignificant.

3.

Liquidity risk

The Company managed liquidity risk for the purpose to maintain the cash and cash equivalents needed for the operation, securities of high liquidity, and full banking facility to ensure that the Company had adequate financial flexibility.

Liquidity and interest rate risks

The following table describes the remaining contractual maturity analysis of the non-derivative financial liabilities within the agreed repayment period of the Company. The table is compiled based on the earliest repayment date required to the Company and the non-discounted cash flow of the financial liabilities, excluding the cash flow of the interest.

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December 31, 2020

December 31, 2020
Non-derivative
financial liability
Non-interest-bearing
liabilities

Lease liabilities


December 31, 2019
Non-derivative
financial liability
Non-interest-bearing
liabilities

Lease liabilities

Less than 1
year

$ 164,721

6,164

$ 170,885

Less than 1
year

$ 163,592

8,527

$ 172,119
1 to 2 years
$ -

4,682

$ 4,682

1 to 2 years
$ -

6,164

$ 6,164
2 to 5 years
$ -

143

$ 143

2 to 5 years
$ -

4,825

$ 4,825
Over 5 years
$ -

-
$ -
Over 5 years








$ -
-
$ -

XXV. Related party transactions

Transactions between the Company and related parties are as follows:

(I) Names of related parties and their relationship with the Company and subsidiaries Name of Related Party Relationship with the Company KYE International Corporation (KYI) Subsidiary KYE Systems Europe GmbH Subsidiary KYE Systems (Hong Kong) Corp. Subsidiary DIGILIFE TECHNOLOGIES CO., LTD. (DigiLife Taiwan) Subsidiary

KYE Systems America Corporation (KYA)

Subsidiary (It was completely liquidated in February 2020)

KYE Trade (HK) Co., Ltd. (KYE Trade)

Subsidiary

Dong-Guan Kunying Computer Products Co., Ltd. (Dong-Guan Kunying)

Ltd. (Dong-Guan Kunying) Subsidiary Chung-Chiang Investment Co., Ltd. Subsidiary Hung-Cheng Investment Co., Ltd. Subsidiary STAR REACH LIMITED Associate KAI CHIEH LIMITED

The Company’s de facto related party before January 23, 2019

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(II) Operating transaction

perating transaction
Sale
Subsidiary
Purchase
KYE Trade
Subsidiary
Associate
2020
$ -

$ 484,510
7,710
285
$ 492,505
2019






$ 7,329
$ 149,765
-
6,205
$ 155,970

The Company’s payment terms for exports were usually T/T, Sight or Usance L/C, and D/P. The payment was collected under O/A 120 days, 60 days, and 30 days for the transactions respectively with KYI, KYA, and DigiLife Taiwan. The Company’s sales price offered to the aforesaid related parties, except for KYI and KYA, was approximately same as the price for other individual customers. The Company’s sales price offered to KYI and KYA was determined with consideration of the products’ manufacturing costs and sales expenses based on the initial cost plus necessary and reasonable profits.

As described in Note 16 of the financial statements, for the purchase trading with KYE Trade, the Company purchased raw materials as entrusted and had them transported to the subsidiary in China for processing to finished products, which were then resold to the Company. Among the losses from material preparation of the subsidiary in China that the Company agreed to bear in the purchase trading with KYE Trade, the Company recognized NTD9,200,000 of profit on reversal of losses from material preparation and NTD18,570,000 of losses from material preparation. As of December 31, 2020 and 2019, the amounts of losses from material preparation recognized by the Company were NTD56,700,000 and NTD65,900,000 respectively, which were accounted for as costs of sales and other current liabilities. The Company’s purchase/sale with other related parties was conducted based on the transaction terms same as the terms for non-related parties.

Manufacturing expense
De facto related party
2020
$ -
2019
$ 23,215

Balance of accounts receivable from related parties on the balance sheet date is as follows:

ollows:
Subsidiary December 31, 2020
$ -
December 31, 2019
$ 3,434

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Balance of other receivables from related parties on the balance sheet date is as follows:

ollows:
Dong-Guan Kunying
Subsidiary
December 31, 2020
$ 534,294

2,554
$ 536,848
December 31, 2019




$ 615,283
32,750
$ 648,033

Balance of accounts payable to related parties on the balance sheet date is as follows:

ollows:
Subsidiary
Associate
December 31, 2020
$ 26,113

-
$ 26,113
December 31, 2019




$ -
831
$ 831

The outstanding balance of the accounts payable to related parties was not guaranteed and to be paid by cash. No guarantee was requested for the accounts receivable from related parties.

Balance of accounts payable to other related parties (including expenses payable) on the balance sheet date is as follows:

on the balance sheet date is as follows:
Subsidiary
(III) Remuneration to key management
Short-term employee benefits
Post-employment benefits
December 31, 2020
$ 5,723
2020
$ 22,063

330
$ 22,393
December 31, 2019
$ 4,636
2019




$ 15,991
330
$ 16,321

The remuneration to the directors and key management was decided by the Remuneration Committee subject to personal performance and market trend.

XXVI. Pledged and mortgaged assets

The following assets were pledged or mortgaged to the banks as guarantee for issuance of letters of credit and for short-term loans:

tters of credit and for short-term loans:
Property – net December 31, 2020
$ 344,974
December 31, 2019
$ 346,318

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XXVII. Significant contingent liability and unrecognized contractual commitment

In addition to those described in other notes, the Company’s significant commitments and contingencies on the balance sheet date are as follows:

  • (I) Significant commitments

The Company’s total prices of additional pre-sold house purchase contracts and paid payment are as follows:

payment are as follows:
Total contract price
Paid payment (Note)
December 31, 2019

$ 173,690
$ 28,771

Note: The paid payment was recognized in prepayment for equipment.

In May 2020, the Company canceled its purchase of the pre-sold house in Zhonghe District, New Taipei City, and recovered the deposit paid.

  • (II) Contingencies

The SFIPC claimed that the Company is a corporate director of Unity Opto Technology, Ltd. (hereinafter referred to as ―Unity Opto‖), and that the financial statements of Unity Opto used circular transactions to inflate the operating revenue and exaggerated the amount of work-in-progress goods to inflate profits, causing a total of NTD569,202,000 in damage to investors. As a result, a claim for damages was filed against Unity Opto and its directors and supervisors (including the Company). The case is being adjudicated in the Taiwan New Taipei District Court, and its result is currently unknown to us. Therefore, no losses related to the case were recognized.

XXVIII. Other matters

Due to spread of the COVID-19 pandemic worldwide, the Dongguan Plant and most of the supply chain suppliers of the Company’s subsidiary in China had their Chinese New Year holidays extended to the end of February or the beginning of March when work was resumed. Warehousing and transportation services also delayed the resumption of their work, affecting the progress of consolidation and shipment of goods. As a result, the Company’s operating revenue in February 2020 dropped by 48% from the same period of 2019. Shipments have gradually returned to normal since March. Despite the easing of the pandemic in Taiwan, the Company’s sales customers in Eastern and Western Europe, Latin America and Asia Pacific were still under closed management. As the global economy continues to recede, consumers are spending their money on web shopping rather than in physical stores, and social life is instead conducted through remote interaction. Nevertheless, since the Company and its customers have promptly made adjustments, the net operating revenue in the period from January 1 to December 31, 2020 increased by NTD239,085,000 (with an annual growth of approximately 24%) from the same period of 2019, and the operating profit of NTD172,300,000 was an increase of approximately 92% from the same period of 2019. The COVID-19 pandemic has not caused significant impact to the going concern ability, working capital liquidity turnover rate, asset impairment and financing risk of the Company.

Due to the possibility that the pandemic will last for some time and continue to affect the global economy and the lifestyle of consumers, the Company plans to take the following measures:

Adjustment to the operational strategy

(I) The Company will engage in the promotion of non-physical web and online marketing

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jointly with its customers.

  • (II) The Company will introduce more products relating to the economic and lifestyles that have emerged in the post-pandemic era including stay-at-home economy, remote working and distance education.

XXIX. Information on foreign currency financial assets and liabilities with significant effect The following information was summarized and stated based on the foreign currencies other than the Company’s functional currency. The disclosed exchange rate represents the exchange rate of such foreign currencies to the functional currency. Foreign currency financial assets and liabilities with significant effect are as follows:

December 31, 2020

December 31, 2020
Financial assets
Monetary items
USD
RMB
Investment under the
equity method
USD
RMB
HKD
Financial liabilities
Monetary items
USD
RMB
Foreign
currency
$ 11,208
14,673
$ 10,741
2,571
2,413
719
14,778
Exchange Rate
28.480
4.377
28.480
4.377
3.673
28.480
4.377
Book value
$ 319,216
64,224
$ 305,915
11,253
8,864
20,486
64,684

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December 31, 2019

December 31, 2019
Financial assets
Monetary items
USD
RMB
Investment under the
equity method
USD
RMB
AUD
HKD
Financial liabilities
Monetary items
USD
HKD
RMB
Foreign
currency
$ 9,891
9,744
14,783
2,681
4,873
2,413
799
8,482
9,858
Exchange Rate
29.980
4.305
29.980
4.305
21.005
3.849
29.980
3.849
4.305
Book value
$ 296,517
41,948
443,206
11,543
102,363
9,289
23,967
32,646
42,440

The realized and unrealized foreign currency exchange losses of the Company in 2020 and 2019 were NTD21,965,000 and NTD7,986,000, respectively. However, it is infeasible to disclose the exchange loss and gain of each significant foreign currency because of numerous functional currencies in foreign currency transactions.

XXX. Disclosures of notes

  • (I) Information on major transactions:

  • Loans to others: None.

  • Endorsements/guarantees for others: None.

  • Securities – ending (excluding those controlled by invested subsidiaries, associates and joint ventures): Table 1.

  • Aggregate purchases or sales of the same securities reaching NTD300 million or more than 20% of the paid-up capital: None.

  • Acquisition of property reaching NTD300 million or more than 20% of the paid-up capital: None.

  • Disposal of property reaching NTD300 million or more than 20% of the paid-in capital: None.

  • Purchases or sales of goods from and to related parties reaching NTD100 million or more than 20% of the paid-up capital: Table 2.

  • Accounts receivable from related parties reaching NTD100 million or more than 20% of the paid-up capital: Table 3.

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  1. Trading in derivative instruments: None.

  2. (II) Information on investees: Table 4.

  3. (III) Information on investments in Mainland China:

  4. Information about investees in Mainland China, such as the name, main business operations, paid-in capital, method of investment, inward and outward remittance of funds, shareholding ratio, profit or loss from investments, investment book value at the end of the period, profit or loss received from investments, and limit on the amount of investment in Mainland China: Table 5.

  5. Any of the following significant transactions with investees in Mainland China, either directly or indirectly through a third-party area, and their prices, payment conditions, and unrealized profits or losses: Tables 2, 3 and 5.

    • (1) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period.

    • (2) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period.

    • (3) The amount of property transactions and the amount of resulting profits or losses.

    • (4) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes.

    • (5) The highest balance, the end-of-period balance, the interest rate range, and total current interest with respect to financing of funds.

    • (6) Other transactions that have a material effect on the profit or loss of the period or on the financial position, such as the rendering or receiving of services.

  6. (IV) Information on major shareholders: The names and the numbers and percentages of shares held by shareholders who hold at least 5% of the total shares. (Table 6)

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Unit: NTD thousand

KYE Systems Corp. Securities Held at the End of the Period December 31, 2020

Table 1

Holding Company Type and Name of Securities Relationship with the
Issuer of Securities
Account Title At the End of the Period At the End of the Period
Number of
shares/Number of
units
(1,000 shares/1,000
units)

Book value
Shareholding
ratio
Fair value
(Note 1)
KYE Systems Corp. Stock
Powerchip Semiconductor
Manufacturing Corp.
Coretek Opto Corporation
Monterey International Corp.
Ta Shee Resort Co., Ltd. (preferred
stock)
Unity Opto Technology Co., Ltd.
AIPTEK (private placement)
Unity Opto Technology Co., Ltd.
(private placement)
None
The Company’s director
is the chairman of the
company.
None
None
The Company’s director
is the chairman of the
company.
None
The Company’s director
is the chairman of the
company.
Financial assets measured at fair
value through profit or loss –
current
Financial assets measured at fair
value through other
comprehensive income –
non-current
Financial assets measured at fair
value through other
comprehensive income –
non-current
Financial assets measured at fair
value through other
comprehensive income –
non-current
Financial assets measured at fair
value through other
comprehensive income – current
Financial assets measured at fair
value through other
comprehensive income –
non-current
Financial assets measured at fair
value through other
comprehensive income –
non-current
34
6,583
2,631
-
1,913
3,000
15,789
$ 1,713
48,467
22,820
30
-
(Note 2)
10,950
-
(Note 2)
-
9.96%
7.71%
-
-
2.36%
3.42%
$ 1,713
48,467
22,820
30
-
(Note 2)
10,950
-
(Note 2)

Note 1: The market price was determined as follows: The price of the private placement of stock, the trade of which was restricted, was estimated using the valuation method. The prices of domestic non-listed and non-OTC stocks were calculated using the valuation method.

Note 2: Unity Opto ceased trading on April 7, 2020, so there were no open market price and verifiable financial figures that could serve as the basis of valuation. The Company assessed that the fair value of Unity Opto’s equity was 0 and recognized unrealized valuation losses on investment in equity instruments measured at fair value through other comprehensive income in 2020.

Note 3: The securities held at the end of the period were not provided as guarantees or pledged as collateral for loans.

-213-

Purchases or sales of goods from and to related parties reaching NTD100 million or more than 20% of the paid-up capital 2020

Unit: NTD thousand

KYE Systems Corp.

Table 2

Purchaser/Seller Counterparty Relationship Transaction Transaction Trading conditions distinct from
those of general transactions and
reasons thereof
Trading conditions distinct from
those of general transactions and
reasons thereof
Notes/Accounts Receivable
(Payable)
Notes/Accounts Receivable
(Payable)
Remarks
Purchase (sale) Amount Percentage in
total purchases
(sales)

Loan period
Unit price Loan period Balance Percentage in
total
notes/accounts
receivable
(payable)
KYE Systems
Corp.
KYE Trade (HK)
Co., Ltd.
KYE Trade (HK) Co.,
Ltd.
Dong-Guan Kunying
Computer Products
Co., Ltd.
The Company’s
sub-subsidiary
With the same parent
company
Purchase
(Note 1)
Purchase
$ 484,510
483,655
55%
55%
Irregularly offset
by accounts
receivable
Irregularly offset
by accounts
receivable
-
-

$ -
-
-

-

Note 1: As for the purchase trading with KYE Trade (HK) Co., Ltd., the Company purchased raw materials as entrusted and had them transported to the subsidiary in China for processing to finished products, which were then resold to the Company.

-214-

Unit: NTD thousand

KYE Systems Corp. Accounts receivable from related parties reaching NTD100 million or more than 20% of the paid-up capital December 31, 2020

Table 3

Company Booking
Accounts Receivable
Counterparty Relationship Balance of Accounts
Receivable from
Related Parties
Turnover Rate Overdue Accounts Receivable from Related
Parties
Overdue Accounts Receivable from Related
Parties
Subsequent Recovered
Amount of Accounts
Receivable from
Related Parties

Appropriated loss
allowance
Amount Treatment
KYE Trade (HK) Co.,
Ltd.
Dong-Guan Kunying
Computer Products Co.,
Ltd.
With the same parent
company
$ 534,294 (Note 1) (Note 1) (Note 1) (Note 1) $ -

Note 1: They were mainly the receivables from entrusted purchases of raw materials and machine/equipment and intermittently offset by accounts payable.

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KYE Systems Corp.

Name and Territory of Investees and Other Relevant Information

2020

Table 4

Unit: NTD and foreign currency (thousand)

Name of Investor Name of Investee Territory Main Business Operation Original Investment Amount Original Investment Amount Held at the End of the Period Held at the End of the Period Held at the End of the Period Current Profit
(Loss) of Investee
Profit (loss) from
Investments
Recognized in the
Current Period
Remarks

End of the current
period
End of the previous
year
Number of shares
(thousand shares)
Ratio (%) Book value
KYE Systems Corp. Genius Holding Co., Ltd.
Chung-Chiang Investment
Co., Ltd.
Hung-Cheng Investment
Co., Ltd.
KYE International
Corporation
KYE Systems Europe
GmbH
KYE Systems (Hong Kong)
Corp.
DIGILIFE
TECHNOLOGIES CO.,
LTD.
DIGILIFE PTY LTD.
SHINYOPTICS CORP.
STAR REACH LIMITED
TIMING
PHARMACEUTICAL
CO., LTD.
British
Cayman
Islands
New Taipei
City
Taipei City
United States
of America
Germany
Hong Kong
Taipei City
Australia
Tainan City
Samoan
Islands
New Taipei
City
Investment holdings
Investment business
Investment business
Sales of computer
peripherals and
consumer electronic
products
Sales of computer
peripherals and
consumer electronic
products
Sales of computer
peripherals and
consumer electronic
products
Digital video/audio
products
Tourism and real estate
development
R&D, design,
manufacturing, and
sale of optical engines
Investment holdings
Manufacturing of
Chinese medicine
USD
28,467
85,000
85,000
USD
2,610
EUR
2,270
HKD
500
652,962
AUD
-
61,200
USD
417
288,184
USD
28,467
85,000
85,000
USD
2,760
EUR
2,270
HKD
500
447,367
AUD
4,900
61,200
USD
417
288,184
21,467
6,452
9,578
235
-
500
51,563
-
3,400
-
19,446
100.00
100.00
100.00
100.00
100.00
100.00
94.61
-
22.97
25.00
22.64
$ 301,777
63,693
44,116
4,138
630
8,864
581,062
-
9,181
11,254
211,917
USD
359
21
2,347
USD
4

-
-
6,056
( AUD
668 )
(
6,753 )
( RMB
441 )
(
29,037 )
$ 4,218

21

2,347

132

-
-

5,474
(
5,302 )
(
1,552 )
(
472 )
(
6,575 )
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary; Note
1
Subsidiary
Subsidiary
Subsidiary; Note
2
Investment under
the equity
method
Investment under
the equity
method
Investment under
the equity
method

Note 1: KYE Systems Europe GmbH terminated its business operations in December 2017 and is currently under liquidation.

Note 2: In November 2020, the Company sold all the shares of DIGILIFE PTY LTD held by it to Digilife Technologies Co., Ltd. The transaction was deemed by the Company to be an equity transaction since it did not change the Company’s control of DIGILIFE PTY LTD.

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Unit: NTD and foreign currency (thousand)

KYE Systems Corp. Information on Investments in Mainland China

2020

Table 5

Name of Chinese
Investees

Main Business
Operation
Paid-in Capital Paid-in Capital Method of Investment Accumulated
Amount of
Investments from
Taiwan at the
Beginning of the
Current Period
Accumulated
Amount of
Investments from
Taiwan at the
Beginning of the
Current Period
Amount of Investments Remitted or
Recovered in the Current Period
Amount of Investments Remitted or
Recovered in the Current Period
Accumulated
Amount of
Investments from
Taiwan at the End
of the Current
Period

Current Profit
(Loss) of Investee

The
Company’s
Shareholdin
g Ratio of
Direct or
Indirect
Investment
Profit or Loss
from Investments
Recognized in the
Current Period
(Note 4)

Investment Book
Value – Ending
Profits Received
from Investments
as of the End of
the Current
Period
Remittance Return
Dong-Guan
Kunying
Computer
Products Co.,
Ltd.
Dongguan
Gaoying
Electronic
Technology
Co., Ltd.
Dongguan
Chiaying
Electronics
Co., Ltd.
Manufacturing and
sales of computer
mice and computer
game consoles
R&D and sale of
computers and
computer
peripherals
Manufacturing and
sale of computer
accessories,
appliances and
molds.
USD
15,965
USD
2,706
RMB
3,722
Indirectly invested in KYE
Inc. through Genius
Holding Co., Ltd. to have a
100% shareholding
Indirectly invested in
Moustek Investment Co.,
Ltd. through Genius
Holding Co., Ltd. and
invested operating funds
through the same company
Indirectly invested in Chia
Ying Plastics (HK) Co.,
Limited through STAR
REACH LIMITED and
invested 25% operating
funds through the same
company
USD
15,965
USD
2,706
USD
417
$ -

-

-
$ -

-

-
USD
15,965
USD
2,706
USD
417
( $ 772 )
( RMB
1,486 )
( RMB
441 )

100%

100%

25%
( $ 772 )
( RMB
1,486 )
(
472 )
( USD
11,209 )
USD
380

11,253
$ -

-

-
Accumulated Amount of Investments from
Taiwan to Mainland China at the End of the
Current Period
Investment Amount Approved by the Investment
Commission, MOEA

Limit on the Amount of Investments in
Mainland China Specified by the Investment
Commission, MOEA
USD35,431 (Note 2 and 3) USD40,520 (Note 2 and 3) $1,781,461 (Note 1)

Note 1: It was calculated based on 60% of the net value.

Note 2: The amounts of USD 150,000 from Beijing Kunying Technology Ltd. whose registration was canceled on February 28, 2005, USD 6,900,000 from Changying Electronic Factory (Houjie, Dongguan) whose registration was canceled on April 2, 2009, and USD 248,000 from Su-Te Technology (Shanghai) Co., Ltd. whose registration was canceled on November 30, 2009 were included in it.

Note 3: The Company indirectly invested in Shanghai Global Lighting Technologies Inc., Suzhou Global Lighting Technologies Inc, and Suzhou Opto Technologies Inc. through Global Lighting Technologies Inc. Since Global Lighting Technologies Inc. has been traded publicly at Taiwan Stock Exchange since July 28, 2011, please refer to the open financial statements of the company for this information.

Note 4: As for the field of the Profit or Loss from Investments Recognized in the Current Period, the invested companies in China were reviewed and certified by the same CPA’s firm in Taiwan.

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KYE Systems Corp. Information on major shareholders December 31, 2020

Table 6

Names of Major Shareholders Shares Shares
Number of Shares
Held
Shareholding
percentage
Ching-Hsin Cho 11,959,488 5.32%

Note: The information on major shareholders in this table is based on the data where the total of the common and preferred shares held by a shareholder which have been registered and delivered on a non-physical basis by the Company (including treasury stocks) on the last business day at the end of the quarter, as calculated by the TDCC, is at least 5%. The capital stock recorded in the Company’s individual financial statements may differ from the actual number of shares registered and delivered on a non-physical basis due to different bases of preparation and calculation.

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  • VI. The impact of financial distress experienced by the Company and its affiliates, if any, to the Company’s financial status in the most recent year and up until the date of publication of the annual report: None.

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Chapter 7.Review and Analysis of Financial Status and Financial Performance and Risk Matters

I. Review and analysis of financial status

Comparative Analysis of Financial Status

Unit: NTD Thousand;% Unit: NTD Thousand;%
Year
Item
2020 2019 Difference
Amount %
Current assets 1,946,772 1,967,621
(20,849)
(1.06)
Property, plant and
equipment
666,311 494,591
171,720
34.72
Other assets 1,084,459 1,365,474
(281,015)
(20.58)
Total assets 3,697,542 3,827,686
(130,144)
(3.40)
Current liabilities 371,187 340,973 30,214 8.86
Non-current liabilities 324,180 222,024
102,156
46.01
Total liabilities 695,367 562,997
132,370
23.51
Equity attributable to the
owner ofparent company
2,969,102 3,229,655
(260,553)
(8.07)
Share capital 2,245,285 2,345,385
(100,100)
(4.27)
Capital reserves 382,898 456,206 (73,308) (16.07)
Retained earnings 1,001,996 857,381
144,615
16.87
Other equity (661,077) (429,317) (231,760) (53.98)
Non-controllingequity 33,073 35,034
(1,961)
(5.60)
Total equity 3,002,175 3,264,689 (262,514) (8.04)
The main reasons for any material changes in the Company’s assets, liabilities, and equity in the most
recent two years (variations exceeded 20% between these periods to the amount more than NTD10
million), the effect of these changes, and the measures to be taken
I.
The main reasons for any material changes in the property, plant and equipment, the effect of
these changes, and the measures to be taken
(I) The main reason was the acquisition of office property by subsidiaries.
(II) Effect and measures to be taken: None.
II. The main reasons for any material changes in other assets, the effect of these changes, and the
measures to be taken
(I) The main reason was a decrease of NTD0.176 billion in the net book value after valuation of
non-current financial assets measured at fair value through other comprehensive income.
(II) Effect and measures to be taken: The unrealized valuation income under comprehensive
income was affected. The net profit and cash flow were not affected.
III. The main reasons for any material changes in the non-current liabilities and total liabilities, the
effect of these changes, and the measures to be taken
(I) The main reason was an increase of NTD0.138 billion of long-term pledged loans due to the
acquisition of office property by subsidiaries.
(II) Effect and measures to be taken: The Company’s consolidated liabilities ratio was kept
below 20%, and the amount of cash was at least twice as much as the total liabilities. The
financial structure remained stable and good.
IV. The main reasons for any material changes in other equities, the effect of these changes, and the
measures to be taken
(I) The main reason was an increase in the unrealized valuation loss on financial assets
measured at fair value through other comprehensive income.
(II) Effect and measures to be taken: None.

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II. Review and analysis of financial performance

Comparative Analysis of Financial Performance

Unit: NTD Thousand; %

Unit: NTD Thousand;%
Year
Item
2020 2019 Increase
(decrease) in
Amount
Change in
Percentage (%)
Operatingrevenue 1,653,269 1,605,479 47,790 2.98
Operatingcost 1,137,698 1,150,387 (12,689) (1.10)
Gross operating profit 515,571 455,092 60,479 13.29
Operatingexpense 353,776 401,811 (48,035) (11.95)
Operatingincome(loss)– net 161,795 53,281 108,514 203.66
Non-operatingrevenue and expenses 22,877 121,911 (99,034) (81.23)
Net profit (loss) before tax of continuing
operations
184,672 175,192 9,480 5.41
Income tax expense 37,767 20,528 17,239 83.98
Current net profit (loss) of continuing
operations
146,905 154,664 (7,759) (5.02)
Loss of discontinued operations 0 0 0 0
Current netprofit(loss) 146,905 154,664 (7,759) (5.02)
Other comprehensive income (241,637) (12,312) (229,325) (1,862.61)
Current total comprehensive income (94,732) 142,352 (237,084) (166.55)
Net profit (loss) attributable to the owner
ofparent company
146,236 151,480 (5,244) (3.46)
Total comprehensive income attributable
to the owner of theparent company
(95,331) 139,730 (235,061) (168.23)
I.
Variation of ratios in the most recent two years
Since the second half of the previous year (2020), substantial demands for working from home
(WFH) and learning from home (LFH) generated by the COVID-19 pandemic have boosted shipments of
web cameras, speakers, headsets and PC peripherals, in addition to optimization of product portfolios and
continued cost control and lean streamlining. As a result, the Company’s revenue in 2020 was NTD1.653
billion with an annual growth rate of 2.98% and a gross margin of 31.18%, an increase of 2.83% from the
previous year. The operating profit amounted to NTD0.162 billion, a significant rise of 203.66% from
2019. However, there was no non-operating profit in 2020 like that generated by the disposal of the
property of Digilife Building in 2019, and an inflow of hot money caused a strong rise of 5.4% in NTD,
thus leading to an exchange loss of about NTD32,000,000. The net non-operating revenue in 2020 was
NTD22,877,000, a significant decrease from that of NTD121,911,000 in 2019. Therefore, the Company’s
net profit after tax attributable to the parent company in 2020 saw a slight decrease of 3.46% from 2019.
The comprehensive income saw a decrease of 168.23% from the previous year due to a loss of
approximately NTD0.183 billion in the valuation of non-current financial assets measured at fair value
through other comprehensive income.
II.
The business items of the Company did not change and still focused on computer peripherals, video images
products and consumer electronics.
III. The sales volume of the Company in the coming year and the main influences on the growth or declination
on the expected sales volume of the Company
Main Product Items
Expected Sales Volume in 2021
(Thousand sets)
Growth rate
Computer peripherals
8,988
13.6%
Consumer electronic products
376
8.5%
Video images products
613
17.6%
Computer peripherals and video images products are expectedly the main products for the operating
revenue of the Company. This year (2021), shipments are expected to continue to reflect the new social
and economic styles and trends of 2020, and products related to remote working and distance education
will contribute to the operatingrevenue andgross margin as the market scale is expanded.

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III. Review and analysis of cash flow

Cash Flow Analysis

III. Review and analysis of cash flow
Cash Flow Analysis
III. Review and analysis of cash flow
Cash Flow Analysis
III. Review and analysis of cash flow
Cash Flow Analysis
III. Review and analysis of cash flow
Cash Flow Analysis
III. Review and analysis of cash flow
Cash Flow Analysis
III. Review and analysis of cash flow
Cash Flow Analysis
Cash balance
at beginning
of period
Annual net cash
flow
from operating
activities
Annual cash
outflow
Cash surplus
+-
Corrective measures
against cash deficit
Investment
plan
Financing
Plan
1,484,681 158,859 239,859 1,403,681 None None
I.
Analysis of changes in cash flow of the current year
(I) Operating activities: The net cash inflow from operating activities in 2020 was
NTD158,859,000, equivalent to the net operating profit, mainly because of smooth
inflow of cash converted from the operating profit.
(II) Investing activities: The net cash outflow from investing activities in 2020 was
NTD164,791,000 mainly due to the acquisition of property for operations by
subsidiaries.
(III) Financing activities: The net cash outflow for financing activities in 2020 was NTD
72,834,000 mainly due to repurchase of NTD78,752,000 of treasury stocks and
distribution of cash dividends of NTD93,815,000.
II. Corrective measures against cash deficit and analysis of liquidity
The cash at the end of 2020 was about NTD1.4 billion. There was no cash deficit.
III. Analysis of the liquidity of cash for the coming year
The cash will be maintained to the amount of more than NTD1.3 billion. The
liquidity will be good without the concern of cash deficit.
Unit: NTD Thousand
Cash balance
at beginning
of period
Annual net cash
flow from
operating
activities
Annual cash
outflow
Cash surplus
+-
Corrective measures
against cash deficit
Investment
plan
Financing
Plan
1,403,681 163,096 237,554 1,329,223 None None

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IV. Effect of material capital expenditure in the most recent year on the financial status

(I) Purpose of material capital expenditure and the sources of funds Since 2020, the key subsidiaries of the Company have spent a total of approximately NTD0.345 billion on purchasing office and investment property for the development of current and future operations. The source of funding includes own funds and bank loans.

(II) Expected benefits: None.

V. The main reasons for the gains or losses of investments in the most recent year, the improvement plan and the investment plans for the next year

The investments of the Company aim to the long-term strategic targets. The reinvestment profit recognized by the Company under the equity method in 2020 was NTD1,224,000, representing a turn from loss to profit compared to the recognized loss of NTD38,050,000 in 2019. The main reason was the improvement of the overall operations of the affiliated companies. The Company will continuously review and assess the investment plan for long-term strategies investments.

VI. Analysis and assessment of the risk in the most recent year and up until the date of publication of the annual report

  • (I) Impact of interest and exchange rate changes and inflation on the income of the Company, and future measures in response

The COVID-19 pandemic that broke out in early 2020 has spread worldwide. Many countries have closed borders, engaged in lockdowns and imposed restrictions on outdoor activities and social gatherings, but they have yet to effectively control the spread of the pandemic. As a result, the global economy has fallen into serious recession. To rescue the economy, governments around the world have introduced large-scale monetary easing and financial stimulus measures which have led to near-zero interest rate and excessive money flows. We have maintained stable operations, and the book shows that we have sufficient cash and low liabilities. Hence, the fluctuations in interest rates have had very limited impact to us. But low interest rates have also caused a decrease in our interest income. Regarding exchange rates, due to Taiwan’s great performance in pandemic control, the information and electronics industry which primarily relies on exports for foreign exchanges has benefited from the flourishing new economy under the pandemic and become the only growing sector going against the gloomy tide in the world. In addition, large amounts of Taiwanese investment abroad have moved back to the island, making NTD one of the strongest currencies globally. In 2020, NTD hit a record high in 20 years with an increase of NTD1.63 or 5.4%. Since our products are mainly exported, the exchange rate has a close relationship with the gross operating margin and exchange profit/loss. Due to quoting in USD, the wide-spread marketing territories, especially emerging economies, and the drastic change of the exchange rates of currencies against USD in different countries, which affected local purchasing power and product pricing, brought about more uncertainty to the operation of the Company. The Company adopted natural hedges to respond to the change of the exchange rate, and kept balanced a position of foreign currency assets and liabilities to avoid the fluctuation variables of the exchange rate. Regarding inflation, it is expected that unfavorable factors in 2021 including shortage of chip components and parts, higher demands for raw materials and rising shipping costs due to insufficient transportation capacity are likely to cause inflation driven by an increase in production costs. Nevertheless, we

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continuously introduced new products to acquire better revenue and profit and were dedicated to reduce the cost by improving the production and planning efficiency.

  • (II) Policies on high-risk, high-leverage investments, capital lending, third-party or endorsed guarantees, and derivative commodity transactions, and the main reasons for profits or losses from these and future response measures

  • We were not engaged in any high-risk and high-leverage investments. All of

  • our investments complied with relevant laws and regulations and our internal control system and administrative bylaws. They were implemented after review and assessment. Loaning of funds to others, endorsements and guarantees were conducted in accordance with relevant laws, regulations, and our operation procedures. Neither the Company nor our subsidiaries were engaged in loaning of funds to others or provided endorsements or guarantees. Hedging is the only purpose of our engagement in trading of derivatives. All of the activities complied with relevant laws, regulations, and our operation procedures, and were implemented carefully in consideration of potential risk. There was no trading of derivatives during the previous years.

  • (III) Future R&D projects and expected R&D expenses

  • To take advantage of the opportunities in remote and cloud business brought by the COVID-19 pandemic and high-speed Internet connection and make use of smart devices integrated with applications, we will continue to invest R&D resources in wireless and Bluetooth applications in computer peripherals and video/audio products. Our future research plan is as follows:

    • (1) Low-power, rechargeable, eco-friendly and energy-efficient wireless mice.

    • (2) Bluetooth 4.0 BLE peripheral products.

    • (3) Bluetooth 4.1/4.2 wireless technology.

    • (4) Smart keyboards.

    • (5) Technology for shareability of modularized product mechanisms, firmware and software.

    • (6) Development of iOS/Android apps.

    • (7) Stylus pen technology.

    • (8) Wireless video application products.

    • (9) Gaming mouse, keyboard and headset products.

  • The estimated R&D expense in 2021 accounts for 1.5% to 2% of the revenue.

  • The main factors affecting the success of R&D in the future:

    • (1) Utilization of cloud and apps and the acquisition and development of the relevant technologies.

    • (2) Maturity and market acceptance of new technologies.

    • (3) Familiarity of the R&D team with the core technologies.

    • (4) Cooperation with the suppliers of and acquisition of the technologies of key parts and components.

    • (5) Accuracy of the results of market research by the marketing department.

  • (IV) Changes in important policies and laws in Taiwan and abroad impacting our finances, and measures taken in response: None.

  • (V) Impacts from changes in technology and the industry, and measures taken in response

  • Impact on the financial status of the Company

    • (1) Smartphones and tablets were installed with touch screens without providing the USB interface, and, thus, some PC peripherals were not compatible.

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  - (2) Digital music and flash memory changed the habit of listening to the music.

  - (3) The number of online game players increased thanks to the improvement of the processor performance and bandwidth.

  - (4) Windows 10 was introduced to the market and compatible with different platforms of PCs, smartphones, and tablets.

  - (5) Hot sale of iPhone and iPad led to increased demand for Apple notebooks.

  - (6) 5G, Wi-Fi 6, AI, and IoT would be the new remarkable trend of the industry.
  1. Measures in response

    • (1) We provided speaker boxes, Bluetooth headphones, Bluetooth keyboards, stylus pens, and protective covers.

    • (2) We continuously provided speaker boxes, speakers and headphones for iPad, iPhone, MP3, and smartphones, enabling users to listen to the music anywhere.

    • (3) We developed brand new professional GX series e-sports mice, keyboards, headsets, speaker boxes, and mouse pads.

    • (4) We launched Windows 10 touch products and upgraded the compatibility of existing products.

    • (5) More mid-end and high-end iOS compatible products were launched to the market.

    • (6) We contemplated on the application connectivity of the next-generation products to the new trend of the 5G, Wi-Fi 6, AI and IoT industries.

  2. (VI) The impact of changes in the Company’s image upon its crisis management and countermeasures

  3. Impact on the Company’s crisis management

Despite our operating performance falling short of expectations in recent years, we have presented reports to and communicated with shareholders at annual shareholders’ meetings regarding our operations. We have also published information related to our operations on our website and held investor conferences on a regular basis. We have been open and transparent in information disclosure and effective in compliance with the applicable laws and regulations. We officially joined the Electronic Industry Citizenship Coalition (EICC) in 2010, and issued the CSR Report to be disclosed in accordance with the GRI/G3.1 Framework (Global Reporting Initiative; GRI) from 2011. The Report was verified by a third party as complying with GRI3.1 Application Level A+. The CSR Report was disclosed thereafter for three consecutive years. We will do our best for a better society, economy and environment. This would be very positive to the image of the Company. There was no adverse effect on the crisis management.

  1. Measures in response

We will continuously improve our operating performance, disclose more operating information, and extend our performance in the aspects of society, environment and economy in line with the GRI (Global Reporting Initiative). We will also enhance the participation in social responsibility and communication with stakeholders to create higher added value and improve the corporate image.

  • (VII) The expected benefits from merger, the potential risks and responsive measures: None.

(VIII)The expected benefits, potential risks, and responsive measures with regard to any

-225-

plant expansion: None.

  • (IX) The risks and responsive measures with regard to any concentrated sales or purchases: None.

  • (X) Impacts, risks and responsive measures with regard to any major transfer of equities by directors or shareholders with more than 10% of ownership interest: None.

  • (XI) Impacts on the Company, risks and responsive measures with regard to any change in management rights: None.

  • (XII) Litigation and non-litigation cases

  • Important and finalized or pending litigation, non-contentious or administrative litigation cases of the Company

In November 2020, due to the misrepresentation of financial statements by Unity Opto Technology, Ltd. (hereinafter referred to as ―Unity Opto‖), the SFIPC filed a lawsuit against the Company, a corporate director of Unity Opto, and claimed that the related defendants (32) must be jointly liable for a total of NTD569,202,000 as damages. Since the case is being adjudicated in the Taiwan New Taipei District Court, the liability and the proportion of damages for each defendant requires clarification from the SFIPC. The final result of the case is still unknown, and the Company has not been involved in any misrepresentation of financial statements. Furthermore, it is estimated that all the said defendants may be covered by directors and supervisors’ liability insurance, so there will be little impact to the operations and business of the Company. The related losses have not been recognized.

  1. Important and finalized or pending litigation or non-contentious or administrative litigation cases involving the Company’s directors, President, person-in-charge, major shareholders with more than 10% of ownership interest or any affiliate of the Company

In the Unity Opto case mentioned above, the SFIPC not only filed a lawsuit against the Company but also claimed joint liability for damages from Chairman Shih-Kun Tso and Vice President An-Min Kao, who used to be representatives of corporate directors of Unity Opto, and Director Yung-Far Wei, who is serving as an individual director of Unity Opto. Since the case is being adjudicated in the Taiwan New Taipei District Court, the liability and the proportion of damages for each defendant requires clarification from the SFIPC. The final result of the case is still unknown, and the related defendants have not been involved in any misrepresentation of financial statements. Furthermore, it is estimated that all the said defendants may be covered by directors and supervisors’ liability insurance, so there will be little impact to the operations and business of the Company.

(XIII)Other significant risks and corresponding countermeasures

We establish the ―Information Security Policy‖ and relevant rules to implement information security management and information work plans. Use of data and their security protection are subject to strict management. Firewalls and electronic files archiving platforms are built to control and record the access of the personnel and minimize the information security risk of the Company. Education and regular training are implemented according to SOPs to enhance the awareness of information security among the employees. Normal operation of the Company and the security of the documents are ensured by enhancing information protection, exercise, and weakness detection.

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Firewalls, anti-virus systems, anti-invasion systems, and external storage media control systems have been built to enhance anti-disaster, information security, monitoring, reporting and abnormalities management systems. We integrate the information of the Group into a cloud information system and confirm every activity meets the requirements of information security and relevant laws and regulations to make information more transparent and delivered more rapidly and upgrade the overall synergy of the Group. In addition, we continuously introduce server virtualization and deliver the achievement of environmental protection, saving energy, and decrease of maintenance costs by reducing the number of physical servers.

With respect to information equipment including information systems and network equipment, considering that information security insurance is a new type of insurance and that such new insurance is still not mature in the synergy of issues including coverage, investigation and qualifications of investigating agencies, we have decided not to purchase information security insurance after assessment. Nevertheless, faced with the challenges and issues of information security, we have adopted the following strategies: We will keep focusing on the overall information security environment and the trend of its change in accordance with the Company’s information security policy, make reference to the information in technical documents, establish information security safeguard mechanisms and plans, and take appropriate defense measures. We have regularly conducted security testing and strengthening our employees’ awareness of information security crisis and the ability of information security officers to respond for precautions and for effective detection and prevention of proliferation at the earliest time possible.

-227-

VII. Structure and function of risk management organizations

1. Structure of risk management organizations

==> picture [458 x 365] intentionally omitted <==

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

Corporate Operation Risk Management System
Safety and Health Management Document and Information
Business Management Council
Committee Security Management Committee
2. Functions of risk management organizations
(1) Business Management Council
Review business indicators and budget implementation status on a
regular basis; check financial operations, control of funds and accounting
transactions to make sure they are dealt with appropriately and avoid
business operation risk.
Group Group Group Group Review Report
Training Group Review Group
Office Safety Group
Employees Safety and Health
Facilities Maintenance and Safety Material Management and Safety Information Security Management Information Security Audit Group Information Security Promotion Information Security Discipline KPI Implementation and Review Financial and Risk Management
Information Security Response Group Business Target Implementation and
----- End of picture text -----

  • (2) Document and Information Security Policy Management Committee

Control potential risk with respect to the Company’s confidential documents and information security and make sure they are under control to protect the operational competitiveness of the Company, enhance the awareness of business secrets among the employees, and avoid any loss occurring to the rights and interests of individuals and the Company.

  • (3) Safety and Health Management Committee

Implement management related to labor safety and health to prevent accidents from occurring and protect the safety and health of the employees.

VIII. Goals and methods of applicable hedge accounting

The handling of account matters under hedge accounting is not applicable to the hedging transactions of the Company.

IX. Other important matters: None.

-228-

Chapter 8.Special Information

I. Information on affiliates

(I) Organizational chart of the affiliates

December 31, 2020

KYE Systems Corp.

==> picture [626 x 288] intentionally omitted <==

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

KYE Systems KYE Chung-Chiang Hung-Cheng Digilife
(Hong Kong) Genius Holding KYE Systems International Investment Co., Investment Co., Technologies
Corp. Co., Ltd. 100% Europe GmbH 100% Corporation Ltd. Ltd. Co., Ltd.
100% 100% 100% 100% 94.61%
Life
DIGILIFE PTY
Technologies
LTD.
Co., Ltd.
100%
100%
Moustek Globalink
KYE Trade
KYE Inc. Investment Co., Holding Co.,
(HK) Co., Ltd.
100% Ltd. Ltd.
100%
100% 100% LIFE
TECHNOLOGI
ES (HONG
KONG) CO.,
LIMITED
100%
Dong-Guan Dongguan
Kunying Gaoying ZISER
Computer Electronic TECHNOLOGI
Products Co., Technology Co.,
ES (SHEN
Ltd. Ltd.
ZHEN) CO.,
100% 100%
LTD.
100%
----- End of picture text -----

-229-

(II) Basic information on affiliates

(December 31, 2020) Unit: NTD Thousand

Name of enterprise Incorporation
(Acquisition)
Time
Address Paid-in
capital
Principal business or
production lines
KYE Systems Corp. 72.11 1-8F., No. 492, Sec. 5, Chongxin Rd.,
Sanchong Dist., New Taipei City

2,245,285
Sales and service of computer
peripherals, consumer
electronic products, and video
imagesproducts
KYE
Systems
America
Corporation(Note 2)

79.12
1 2675 Colony Street, Chino, CA 91710
U.S.A

-
R&D, manufacturing and sale
of computer mice
KYE Systems (Hong Kong) Corp.
82.04
Unit 01, 17F, Aitken Vanson Centre,No61
Hoi Yuen Road, Kwen Tong, Kowloon,
Hong Kong


1,837
Sales and service of computer
peripherals, consumer
electronic products, and video
imagesproducts
KYE Systems Europe GmbH
(Note 3)
82.10 Karl Benz Str.9 D040764 Langenfeld,
Germany

-
Sales and service of computer
peripherals, consumer
electronic products, and video
imagesproducts
Dong-Guan Kunying Computer
Products Co.,Ltd.

84.02
Guanli Dist., Baotun Li, Houjie Township,
Dongguan City,China

514,725
R&D, manufacturing and sale
of mice and otherproducts
KYE International Corporation 84.11 1 2675 Colony Street, Chino, CA 91710
U.S.A

66,928
Sales and service of computer
peripherals, consumer
electronic products, and video
imagesproducts
KYE Inc. 85.10 P.O. Box 957, Offshore Incorporation`s
Centre, Road Town, Tortola, British Virgin
Islands


457,534
Invested Dong-Guan Kunying
Computer Products Co., Ltd.
Genius Holding Co., Ltd. 86.12 Scotia Centre, 4thFloor, P.O. Box 2804,
George Town, Grand Cayman, Cayman
Islands


611,391
General investment business
Globalink Holding Co., Ltd. 86.12 P.O. Box 957, Offshore Incorporations
Centre, Road Town, Tortola, British Virgin
Islands


149,520
General investment business
Chung-Chiang Investment Co.,
Ltd.

87.01
No. 112, Yongfu St., Sanchong Dist., New
Taipei City

64,518
General investment business
Hung-Cheng Investment Co., Ltd. 87.04 10F., No. 22, Sec. 1, Chongqing N. Rd.,
DatongDist.,Taipei Cit

95,781
General investment business
Moustek Investment Co., Ltd. 87.11 P.O. Box 3321, Road Town, Tortola,
British Virgin Islands.

79,914
General investment business
Dongguan Gaoying Electronic
Technology Co., Ltd.

94.07
Baotun
Village,
Houjie
Township,
Dongguan City, China

78,786
R&D and sale of computer
peripherals, consumer
electronic products, and video
imagesproducts
KYE Trade (HK) Co., Ltd. 97.06 17/F., Tai Shing Commercial (Yaumatei)
Building, 498-500 Nathan Road, Yau Ma
Tei,Kowloon


39
Sales of computer peripherals,
consumer electronic products,
and video imagesproducts
DIGILIFE
TECHNOLOGIES
CO., LTD.

100.09
13F, No. 7, Dexing W. Rd., Shilin Dist.,
Taipei City

544,975
Design, processing, and sale of
digital video/audio products;
wholesale and retail of office
machines and equipment
Life Technologies Co., Ltd. 100.09 Offshore Chambers, P.O. Box 217, Apia,
Samoa

12,968
Investment holdings
LIFE TECHNOLOGIES (HONG
KONG) CO., LIMITED

100.09
Unit C, 13thFloor, Nathan Commercial
Building,
430-436
Nathan
Road,
Yaumatei,Kowloon,HongKong.


12,959
Design, processing, and sale of
digital video/audio products
ZISER
TECHNOLOGIES
(SHEN ZHEN) CO., LTD.

104.09
1102, Information Building, Baoyunda
Logistics
Center,
Fuhua
Community,
Xixiang Avenue, Baoan Dist., Shenzhen
City



5,579
Sale of digital video/audio
products
DIGILIFE PTY LTD. 107.05 24 JULATTEN DRIVE ROBINA QLD
4226

274,375
Tourism and real estate
development

Note 1: In case the original currency used for the listed amount is a foreign currency, it is converted to NTD based on the year-end exchange rate. Note 2: This company was completely liquidated in February 2020. Note 3: This company terminated its business operation on December 31, 2017 and was currently under liquidation.

-230-

  • (III) Common shareholders in controlling and controlled companies: None.

(IV) Businesses covered by affiliated companies.

The Company and our affiliated companies are dedicated to the business in the electronics sector except for Chung-Chiang Investment Co., Ltd., Hung-Cheng Investment Co., Ltd., Genius Holding Co., Ltd., KYE Inc., Globalink Holding Co., Ltd., Moustek Investment Co., Ltd., and Life Technologies Co., Ltd., which are engaged in investment business, and DIGILIFE PTY LTD., which is engaged in tourism and real estate development business. The Company is responsible for R&D and marketing with Dong-Guan Kunying Computer Products Co., Ltd. as the production base. Overseas subsidiaries are responsible for marketing in their respective territories and the Company is the main source of products. DIGILIFE TECHNOLOGIES CO., LTD. is responsible for R&D and sale on its own.

(V) Information of directors, supervisors and presidents of each affiliated company

(December 31, 2020) Unit: NTD; shares; %

Name of enterprise Title Name or Representative(s) Shareholding Shareholding
Number of
shares
Shareholdi
ng Ratio
(%)
KYE Systems Corp. Chairman
President
Director
Director
Director
Director
Independent
Director
Independent
Director
Independent
Director
Shih-Kun Tso
Yung-Far Wei
Ching-Hsin Cho
Han-Liang Hu
Ching-Huei Wu (Note 5)
Hung-Tsu Hsu
Jennyumr Kao
Anti Tsai
5,877,815
250,061
11,959,488
0
0
0
0
0
2.62
0.11
5.33
0.00
0.00
0.00
0.00
0.00
KYE Systems America
Corporation(Note 2)
Director
Director
Director
President
Genius Holding Co., Ltd.
Representative: Shih-Kun Tso
Genius Holding Co., Ltd.
Representative: Yi-Chen Tso
Genius Holding Co., Ltd.
Representative: Chi-Wai Chan
-
-
-
-
-
-
-
-
-
-
-
-
KYE Systems (Hong Kong)
Corp.
Director Shih-Kun Tso 500,000 100.00
KYE Systems Europe GmbH
(Note 1)(Note 3)
Managing
director
KYE Systems Corp.
Representative: Shih-Kun Tso
-
-
-
-
Dong-Guan Kunying
Computer Products Co., Ltd.
(Note 1)
Legal
representati
ve
Director
Director
KYE Inc.
Representative: Shih-Kun Tso
KYE Inc.
Representative: Hsiu-Chin Hsu
KYE Inc.
Representative: Yung-Far Wei
514,724,995
0
514,724,995
0
514,724,995
0
100.00
0.00
100.00
0.00
100.00
0.00
KYE International Corporation Director
Director
KYE Systems Corp.
Representative: Shih-Kun Tso
KYE Systems Corp.
Representative: Yi-Chen Tso
235,000
0
235,000
0
100.00
0.00
100.00
0.00
KYE Inc. Director Genius Holding Co., Ltd.
Representative: Shih-Kun Tso
3,213
0
100.00
0.00
Genius Holding Co., Ltd. Director KYE Systems Corp.
Representative: Shih-Kun Tso
21,467,377
0
100.00
0.00

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Name of enterprise Title Name or Representative(s) Shareholding Shareholding
Number of
shares
Shareholdi
ng Ratio
(%)
Globalink Holding Co., Ltd. Director Genius Holding Co., Ltd.
Representative: Shih-Kun Tso
5,250,000
0
100.00
0.00
Chung-Chiang Investment Co.,
Ltd.
Chairman
Director
Supervisor
KYE Systems Corp.
Representative: Shih-Kun Tso (Note 6)
KYE Systems Corp.
Representative: An-Min Kao (Note 6)
KYE Systems Corp.
Representative: Hsiu-Chin Hsu
6,451,800
0
6,451,800
0
6,451,800
0
100.00
0.00
100.00
0.00
100.00
0.00
Hung-Cheng Investment Co.,
Ltd.
Chairman
Director
Supervisor
KYE Systems Corp.
Representative: Shih-Kun Tso
KYE Systems Corp.
Representative: An-Min Kao
KYE Systems Corp.
Representative: Hsiu-Chin Hsu
9,578,103
0
9,578,103
0
9,578,103
0
100.00
0.00
100.00
0.00
100.00
0.00
Moustek Investment Co., Ltd. Director Genius Holding Co., Ltd.
Representative: Shih-Kun Tso
561
0
100.00
0.00
Dongguan Gaoying Electronic
Technology Co., Ltd.
(Note 1)
Legal
representati
ve
Director
Director
Moustek Investment Co., Ltd.
Representative: Ping-Tsun Chang
Moustek Investment Co., Ltd.
Representative: Shih-Kun Tso
Moustek Investment Co., Ltd.
Representative: Yi-Chen Tso
78,786,000
0
78,786,000
0
78,786,000
0
100.00
0.00
100.00
0.00
100.00
0.00
KYE Trade(HK)Co.,Ltd. Director Shih-Kun Tso 10,000 100.00
DIGILIFE TECHNOLOGIES
CO., LTD.
Chairman
Director
Director
President
Supervisor
KYE Systems Corp.
Representative: Shih-Kun Tso
Hsiu-Chin Hsu
Chen-Ping Yang
Yung-Far Wei
51,562,598
0
201,296
76,000
0
94.61
0.00
0.37
0.14
0.00
Life Technologies Co., Ltd. Director DIGILIFE TECHNOLOGIES CO., LTD.
Representative: Chen-PingYang
455,324
0
100.00
0.00
LIFE TECHNOLOGIES
(HONG KONG) CO.,
LIMITED(Note 1)
Director Life Technologies Co., Ltd.
Representative: Chen-Ping Yang
12,958,694
0
100.00
0.00
ZISER TECHNOLOGIES
(SHEN ZHEN) CO., LTD.
(Note 1)
Director LIFE TECHNOLOGIES (HONG KONG)
CO., LIMITED
Representative: Ching-Yun Wei
5,578,924
0
100.00
0.00
DIGILIFE PTY LTD. (Note 4) Director
Director
Director
DIGILIFE TECHNOLOGIES CO., LTD.
Representative: Chen-Ping Yang
DIGILIFE TECHNOLOGIES CO., LTD.
Representative: Shih-Kun Tso
Wen-Chi Hsu
12,500,000
0
12,500,000
0
0
100.00
0.00
100.00
0.00
0.00

Note 1: This is not a company limited by shares. The data listed are capital contribution and percentage thereof.

Note 2: This company was completely liquidated in February 2020.

Note 3: This company terminated its business operation on December 31, 2017 and was currently under liquidation.

Note 4: In November 2020, the Company sold all the shares of DIGILIFE PTY LTD. held by it to Digilife Technologies Co., Ltd. The transaction was deemed by the Company to be an equity transaction since it did not change the Company’s control of DIGILIFE PTY LTD.

Note 5: The director resigned due to personal reason, effective as of Jan. 19, 2021.

Note 6: On April 6, 2021, the company reappointed Shih-Kun Tso and Chen-Ping Yang as the representatives of two corporate directors, and elected Chen-Ping Yang as its chairman.

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(VI) Operating status of affiliate companies

Unit: NTD Thousand; EPS unit: NTD

Name of enterprise Capital Total assets
Total
liabilities
Net value Operating
revenue
Operating
profit
Profit and
loss for the
year (after
tax)
Earnings
per share
(NTD)
(after-tax)
KYE Systems Corp. $2,245,285 $3,307,302 $338,200 $2,969,102 $1,224,519 $172,300 $146,236 $0.64
KYE Systems America Corporation (Note 2) 0
0

0

0
0
7,654
7,654
0.00
KYE Systems (Hong Kong) Corp. 1,837
9,667

802

8,865
0
0
0
0.00
KYE Systems Europe GmbH (Note 3) 0
0

0

0
0
0
0
0.00
Dong-Guan Kunying Computer Products Co.,

514,725
347,253 666,494
(319,241)

497,793
1,322 (772)
0.00
~~Ltd~~
KYE International Corporation
66,928 4,357
218

4,139
22,781 2,171 132 0.02
KYE Inc. 457,534 (317,884)
0

(317,884)

0

(802)

(802)

(8.45)
Genius Holding Co., Ltd. 611,391 317,001 1,225
315,776
0
(4,769)

10,618
0.02
Globalink Holding Co., Ltd. 149,520 123,461 0
123,461
0
(20)

(20)

(0.00)
Chung-Chiang Investment Co., Ltd. 64,518 63,822 129
63,693
0
(174)

21
0.00
Hung-Cheng Investment Co., Ltd. 95,781 44,606 490
44,116
0
2,296
2,347
0.25
Moustek Investment Co., Ltd. 79,914 12,560 0
12,560
0
(46)

(6,399)

(385.90)
Dongguan Gaoying Electronic Technology Co.,

78,786
13,291 2,441
10,850
16 (6,545)
(6,361)

0.00
~~Ltd~~
KYE Trade (HK) Co., Ltd.
39 176 5,470
(5,294)

484,510
(738)
(253)

(25.34)
DIGILIFE TECHNOLOGIES CO., LTD. 544,975 921,226 307,090
614,136
403,796 22,365 6,056
0.11
Life Technologies Co., Ltd. 12,968 11,915
0

11,915
437 (7,836)
1,329

0.00
LIFE TECHNOLOGIES (HONG KONG) CO.,

12,959
12,099 185
11,914
437 (3,921)
1,329

0.00
~~LIMITED~~
ZISER TECHNOLOGIES (SHEN ZHEN) CO.,

5,579

10,005
1,657
8,348
0
(3,915)

5,358

0.00
~~LTD~~
DIGILIFE PTY LTD.
274,375 256,500 670
255,830
0
(14,985)

(15,840)

0.00

Note 1: In case the original currency used for the listed amount is a foreign currency, it is converted to NTD based on the year-end or annual average exchange rate. Note 2: This company was completely liquidated in February 2021.

Note 3: This company terminated its business operation on December 31, 2017 and was currently under liquidation.

(VII) Consolidated financial statements of affiliated companies

Declaration Letter of Consolidated Financial Statements of Affiliated Companies

Considering that the companies to be included into the consolidated financial statements of affiliates under the ―Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises‖ were the same as those to be included into the consolidated financial statements of the parent and subsidiaries under IFRS 10 in 2020 (from January 1 to December 31, 2020), and the related information to be disclosed in the consolidated financial statements of affiliated companies has already disclosed in said consolidated financial statements of the parent and subsidiaries, no consolidated financial statements of affiliated companies were prepared separately.

In witness thereof, the Declaration is hereby presented.

Company name: KYE Systems Corp.

Responsible person: Shih-Kun Tso

March 25, 2021

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  • II. Private placement of securities in the most recent year and up until the date of publication of the annual report: None.

III. Holding or disposal of the Company’s shares by its subsidiaries in the most recent year and up until the date of publication of the annual report: None.

IV. Resolutions of the 2020 annual shareholders’ meeting and their implementation

Item Proposal Resolution and implementation
Issues to be
reported
1.
2019Business report
Passed bythepresent shareholders unanimously.
Audit Committee’s Review Report on the 2019
Financial Statements
Passed by the present shareholders unanimously.
Report on the distribution of remuneration to
employees, directors, and supervisors of the
Company for 2019
1.
The Board of Directors resolved the
allocation of remuneration with
NTD5,370,000 to employees and
NTD1,769,000 to directors and supervisors.
The employees receiving remuneration
include those of the affiliates meeting the
defined requirements.
2.
Passed by the present shareholders
unanimously.
3.
The remuneration for directors was
distributed on August 18, 2020, and the
remuneration for employees was distributed
on February5,2021.
Surplus Earning Distribution Report of the First
Three Quarters for the 2019 Financial Year
1.
In consideration for the business development
and funding demands of the Company, there
is no profit distribution for the first three
quarters of 2019.
2.
Passed by the present shareholders
unanimously.
5.
Report on amendment to the Company’s
―Regulations Governing Procedures for
Board of Directors Meetings‖
Passed by the present shareholders unanimously.
Report on the implementation of treasurystocks Passed bythepresent shareholders unanimously.
Issues to be
ratified
1.
Proposal of the business report and
financial statements for 2019
Passed by voting.
2.
Proposal for appropriation of profit and
loss for 2019
Passed by voting. No profits available for distribution.
Matters to be
discussed
1.
Proposal for disbursement of cash
dividends from capital reserves
1.
Passed by voting.
2.
The Chairman authorized by the annual
general shareholders’ meeting set August 3,
2020 as the ex-dividend date and distributed
cash dividends to shareholders to the amount
of NTD93,815,400 with NTD0.41783293
disbursed to each share without consideration.
Share transfer registration was suspended
during the period between July 30 and August
3, 2020. The ex-dividend trading date was set
to July 28, 2020 and messages of significance
were made public.
3.
Cash dividends were distributed as scheduled
on August 18,2020.
Extempore
motions
None None.
  • V. Information on the affiliates’ endorsement/guarantee, loaning of funds to others, and engagement in trading of derivatives

No affiliates of the Company are involved in any endorsement/guarantee, loaning of funds to others, and engagement in trading of derivatives. VI. Other supplementary information required: None.

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Chapter 9.Matters that have a significant impact on shareholders’ equity or securities prices as set forth in Subparagraph 2, Paragraph 3, Article 36 of the Securities and Exchange Act in the most recent year and up until the date of publication of the annual report: None.

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KYE Systems Corp.

Chairman: Shih-Kun Tso

-236-