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Lemtech-KY Annual Report 2019

Jul 3, 2020

52435_rns_2020-07-03_fa4e68dd-207d-4208-b994-bd1c08b9d1ac.pdf

Annual Report

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Stock code: 4912

==> picture [219 x 25] intentionally omitted <==

Lemtech Holdings Co., Limited

2019 Annual Report

Printed: May 15, 2020 Company Website: http://www.lemtech.com The Annual Report is available at http://mops.twse.com.tw

(This English version is a translation based onthe original Chinese version. Where any discrepancy arises between the two versions, the Chinese version shall prevail.)

  • I. Names, Titles, Telephones and E-mails of Spokesperson, Deputy Spokesperson, and the Litigation and Non-litigation Attorney in the Republic of China:

Spokesperson: Lu, Chin-Yu Tel: (886)2-8684-1618 Ext.370 Deputy Spokesperson: Yang, Huang-Long Tel: (886)2-8684-1618 Ext.355

Title: Accounting Managerial Personnel E-mail: [email protected] Title: GM Special Assistant E-mail: [email protected]

Litigation and Non-litigation Attorney's Name: Hsu, Chi-Feng Tel: (886)2-8684-1618

Title: Chairman E-mail: [email protected]

II. Addresses and Telephones of Headquarter, Branches and Plants:

Name Address Tel
Lemtech Holdings Co.,
Limited
Genesis Building, 5th Floor, Genesis Close, PO
Box 446, Cayman Islands, KY1-1106
(886)2-8684-1618
Lemtech Precision Material
(China)Co.,Ltd
No. 128, Weita Road, Zhangpu Town, Kunshan
City, Jiangsu Province
(86)512-5717-5855
LDC Precision Engineering
Co.,Ltd
Building E032, No. 1 Weiwang Street, Shulin
District,New Taipei City
(886)2-8684-1618
Lemtech Technology Limited Room 2702-03,CC Wu Building, 302-8 Hennessy
Road, Wanchai, Hong Kong
(886)2-8684-1618
Lemtech USA INC. 185 Estancia DR Suite 117 San Jose CA 95134 (1)408-886-0306
Lemtech Industrial Services
Ltd
Offshore Chambers, P.O. Box 217, Apia, Samoa (886)2-8684-1618
Kunshan Lemtech Slide
TechnologyCo.,Ltd.
Room 3, No. 288, Jiangfeng Road, Zhangpu
Town,Kunshan City, Jiangsu Province
(86)512-5013-6519
Lemtech Precision Material
(Czech) s.r.o.
Logistické Centrum Jihlava LCJ/Jipocar Hala B,
588 11 Střítež u Jihlavy 3, Czech
(420)770-114-798
Zhenjiang Emtron Surface
Treatment Limited
No.198, Cheng Road, Dagang Town, Zhenjiang
New Area, Jiangsu Province
(86)511-8337-7959
Lemtech Energy Solutions
Corporation
(Formerly Cryomax
Lemtech)
Building E032, No. 1 Weiwang Street, Shulin
District, New Taipei City
(886)2-8684-1618
Kunshan Lemtech
Electronics Technology Co.,
Ltd
Plant 5, No. 128, Weita Road, Zhangpu Town,
Kunshan City, Jiangsu Province
(86)512-3686-1556
Units 3,4,7,8 Metrococo Export Corp Laguna -
Lemtech Philippine Thermal
Technopark Building 1A, Phase 1, Laguna
System Inc. Technopark Sez 105 Industry Road Don Jose City

of Santa Rosa Laguna,Philippines
Aapico Lemtech (Thailand)
161 Moo.1, Tambol Banlane, Amphur Bang-Pa-In
(66)0-81-852-4493
Co., Ltd. Phranakhornsri Ayutthaya 13160
  • III. Name, Address, Website and Telephone of the Stock Transfer Agency:

CTBC BANK CO., LTD. Transfer Agency Department Website: http://www.ctbcbank.com Address: 5F., No. 83, Sec. 1, Chongqing S. Rd., Taipei Tel: (886)2-6636-5566 City

  • IV. Names, Accounting Firm, Address, Website and Telephone of the CPAs Auditing and Certifying the Financial Report of the Most Recent Year

CPAs: Lee, Li-Huang, Chih, Jui-Chuan

CPA Firm: Deloitte & Touche Address: 20F., No. 100, Songren Road, Xinyi District, Taipei City

Website: http://www.deloitte.com.tw Tel: (886)2-2725-9988

  • V. Name of the Trading Place Where Overseas Securities are Listed for Trading and Methods to Inquire About the Overseas Securities Information: None.

  • VI. Company Website: http://www.lemtech.com

VII. List of Board Members

Title Name Nationality Major academic (work) experience
Chairman Hsu, Chi-Feng Republic of
China
Changhua Yang-Ming Middle School
Chairman and General Manager of Lemtech Holdings
Co., Limited
Vice
Chairman
Chan Kim Seng
Maurice
Singaporean Diploma in Management Studies (Singapore Institute of
Management)
Vice Chairman and Business Director of Lemtech
Holdings Co., Limited
Director Ye, Hang Mainland
China
Shanghai Workers College for Mechanotronics
Director and Technical Chief of Lemtech Holdings Co.,
Limited
Director Tan, Yong Mainland
China
Shanghai Machine Tool Electric Appliance Plant
Technical School
Director of Lemtech Holdings Co., Limited
Independent
Director
Yang, Rui-Long Mainland
China
Master of Economics in the Renmin University of China
Professor of School of Economics in Renmin University of
China
Independent
Director
Yu, Chi-Min Republic of
China
Doctor of Southern Methodist in Law and Science of Law
Associate Professor of the Department of Law of
Soochow University
Secretary-general of Taiwan Technology Industry Legal
Officers Association
Director of EasyCard Corporation
Independent Director of SYNCOMM TECHNOLOGY
Corporation
Independent
Director
Lee, Wei-Ming Republic of
China
Bachelor of Business Administration from National
Taiwan University
Chairman of Yubo International Co., Ltd.
Consultant of Lightel Technologies, Inc.

Contents

Contents
Chapter 1.
Letter to Shareholders .............................................................................................
1
Chapter 2.
Company Introduction ............................................................................................
6
I. Date of Incorporation...................................................................................................... 6
II. Company Overview ........................................................................................................ 6
III. Group Structure .............................................................................................................. 10
IV. Risks Items ....................................................................................................................... 10
Chapter 3.
Corporate Governance Report ................................................................................
11
I. Organizational System.................................................................................................... 11
II. Information on Directors, General Managers, Deputy General Managers, Assistant 13
Managers, and Heads of Departments and Branches ..................................................
III. Remuneration for Directors, General Managers and Deputy General Managers in 18
Most Recent Year ............................................................................................................
IV. Implementation of Corporate Governance ................................................................... 24
V. Information on CPA Fees ............................................................................................... 54
VI. Information Regarding Replacement of CPAs ............................................................. 55
VII. The Company's Chairman, General Manager, or any manager in charge of finance
or accounting operations who has, in the most recent year, held a position at the
accounting firm of its CPA or at a related company .................................................... 56
VIII. Equity transfer or changes to equity pledge of Directors or Managers holding
more than ten percent (10%) of company shares during the year prior to the
publication date of this report ........................................................................................ 57
IX. Relationship information, if among the Company's ten largest shareholders any
one is a related party or a relative within the second degree of kinship of another .. 58
X. Number of Shares Held and Combined Shareholding Ratio in the Same
Reinvested Business by the Company, the Company's Directors, Managers, and
Companies Directly or Indirectly Controlled by the Company .................................. 59
Chapter 4.
Capital Overview .....................................................................................................
60
I. Capital and Shares .......................................................................................................... 60
II. Corporate Bonds ............................................................................................................. 68
III. Preferred Shares .............................................................................................................. 70
IV. Overseas Depository Receipt ......................................................................................... 70
V. Employee Status .............................................................................................................. 70
VI. New Restricted Employee Shares .................................................................................. 70
VII. Issuance of New Shares in Connection with Mergers or Acquisitions or with
Acquisitions of Shares of Other Companies ................................................................. 70
VIII. Implementation of Capital Utilization Plan .................................................................. 70
Chapter 5.
Operation Highlights ..............................................................................................
71
I. Business Activities .......................................................................................................... 71
II. Analysis of the Market as well as Production and Marketing Situation .................... 95
III. The Number of Employees in the Most Recent Two Years as of the Publication
Date of the Annual Report ............................................................................................. 109
IV. Disbursements for Environmental Protection .............................................................. 109
V. Labor Relations ............................................................................................................... 109
VI. Important Contracts ........................................................................................................ 112
Chapter 6.
Financial Information ..............................................................................................
113
I. Condensed Balance Sheets and Statement of Comprehensive Income for the Past 113
Five Fiscal Years ..............................................................................................................
II. Financial Analysis for the Past Five Fiscal Years .......................................................... 116
III. Supervisors' Committee Report for the Most Recent Fiscal Year's Financial 119
Statement .........................................................................................................................
IV. Financial Statements of the Most Recent Fiscal Year ................................................... 120
V. Company's Individual Financial Statement of the Most Recent Fiscal Year Audited 120
and Certified by CPAs ....................................................................................................
VI. The Company shall Disclose the Impact on Financial Status in Case of Any
financial Difficulties Experienced by the Company and its Affiliated Companies
during the Most Recent Year up to the Publication Date of this Annual Report ....... 120
Chapter 7.
Review and Analysis of the Company's Financial Position and Financial
121
Performance, and Listing of Risks ..........................................................................
I. Financial Position ............................................................................................................ 121
II. Financial Performance .................................................................................................... 122
III. Cash Flow ........................................................................................................................ 123
IV. Effect Upon Financial Operations of Any Major Capital Expenditures During the
Most Recent Fiscal Year .................................................................................................. 123
V. Company Reinvestment Policy for the Most Recent Fiscal Year, Main Reasons for
Profits/Losses Generated Thereby, Plan for Improving Re-investment
Profitability, and Investment Plans for Coming Year .................................................. 124
VI. Risks Items ....................................................................................................................... 126
VII. Other Important Matters ................................................................................................ 131
Chapter 8.
Special Disclosure ....................................................................................................
132
I. Information on the Company Affiliates ........................................................................ 132
II. In the Most Recent Year as of the Publication Date of the Annual Report, Any
Private Placement of Securities ...................................................................................... 138
III. Holding or Disposal of the Company's Shares by the Company's Subsidiaries in
the Most Recent Year as of the Publication Date of the Annual Report ..................... 138
IV. Other Necessary Additional Information ..................................................................... 138
V. Any Material Differences from the Rules of Taiwan, China in Relation to the
Protection of Shareholders' Equity ................................................................................ 139
VI. In the Most Recent Year as of the Publication Date of the Annual Report, if There
an Issue of Significant Impact on Shareholders' Equity or Securities Prices as
Stipulated in Subparagraph 2 of Paragraph 2 of Article 36 of the Securities
Exchange Act ................................................................................................................... 146

Chapter 1 2019 Letter to Shareholders

Dear shareholders,

Since 2018, the changes brought about by the China-US trade war have not only accelerated the establishment of supply chain systems in regions other than China, but also accelerated the strengthening of the exclusivity for Chinese and American clients against their suppliers. In terms of operation strategy, in addition to thinking about decentralized operation bases, the senior management of the company also needs to strengthen the responses toward the business changes facing the new ecology of clients. To increase future operational flexibility, cross-border and cross-regional investments are imperative, and therefore, it is necessary to increase the managers who are capable of managing a cross-border and culturally diverse workforce. This will be one of the company's most important strategic goals in short-term development. Looking ahead into 2020, although the COVID-19 pandemic increases the uncertainty of business operation, the company's operations are still aimed at growth. In response to the impact of the pandemic, seeing that it is vital to change the business models of global enterprises, the company will strengthen the upgrading of the group's information security application level, including going onto the cloud for the hardware equipment. In 2020, even though there is the COVID-19 pandemic that interferes with the company's operation and development, the company will still grow steadily, adjust the company's operating strategies and direction in a timely manner, with the ultimate goal of enhancing shareholders' equity, as well as fulfilling the company's corporate social responsibilities in order to be a corporate citizen that keeps up with the times.

Compared with the previous year, the revenue and development in 2019 decreased, with the revenue of 3C products, including mobile phones and other products, has declined significantly. Due to the failure to reach the economic scale, the gross profit and net operating income have not performed as well as those in 2018. Please refer to the table below for details.

After the settlement done by the accountants, the company's revenue in 2019 is NT$5.04 billion, a decrease of NT$1 billion and a 17% decline compared with that of NT$6.04 billion in 2018. The fall of revenue mostly comes from 3C products. New mobile phones did not perform as expected as the reaction of end users of mobile phones was lukewarm. The entire industry, including the clients of Lemtech, was affected by the China-US trade war, which saw the significant decrease of overall revenue of 3C products. Other categories of products, such as automotive products, servers, 5G-related products are still growing in revenue. In terms of expenses, the company will actively adjust business and management expenses. The capital expenditure investment for mid- and long-term development will continue according to the plan, and the investment in research and development expenses will be concentrated on the core projects of new products and technologies.

  • I. 2019 Business Report

  • (I) Implementation results of the business plan

Unit: Thousand NTD

- 1 -

Year
Item

2019
2018 Amount of
increase(decrease)
Change by
percentage(%)
Net operating revenue
Operatingcosts
5,042,657
4,011,648
6,043,090
4,757,020
(1,000,433)
(745,372)
(16.55)
(15.67)
Gross profit
Operatingexpenses
1,031,009
637,126
1,286,070
680,111
(255,061)
(42,985)
(19.83)
(6.32)
Net operating income
Non-operating income and
expenses
393,883
(57,025)
605,959
(63,795)
(212,076)
6,770
(35.00)

(10.61)
Net income before tax
Less: Income tax expenses
336,858
74,519
542,164
136,761
(205,306)
(62,242)
(37.87)
(45.51)
Net income for thisperiod 262,339 405,403 (143,064) (35.29)

Analysis on the change of amount of increase/decrease:

  • (1) Decrease in operating revenue: Mainly caused by 3C electronic products suffering from China-US trade war and poor product sales.

  • (2) Decrease in operating costs: As operating revenue decreases, costs also decrease.

  • (3) Decrease in gross profit: Mainly caused by the decrease in operating revenue.

  • (4) Decrease in operating expenses: Due to adjustment of sales expenses and control and management expenses in this period.

  • (5) Decrease in net operating income: mainly due to decrease in operating revenue.

  • (6) Decrease in non-operating expenses: Due to the reduction of exchange losses.

  • (7) Decrease in net income before tax: The decrease of net income before tax of the current period was mainly due to the decrease in net operating income.

  • (8) Decrease in income tax expenses: Mainly due to the decrease in net operating income, causing the decrease in income tax expenses.

  • (9) Decrease in net income for this period: Mainly due to the decrease in operating revenue.

  • (II) Budget execution status: Not applicable due to the fact that the company only sets internal budget targets, and did not disclose any financial forecasts in 2019.

  • (III) Analysis of financial revenues and expenditures and profitability: The company focuses on enhancing the portfolio of products which generate higher gross profit, integrating client resources, strengthening cooperation with well-known enterprises. The company's financial operations have been consistent and stable, and revenue and expenditures are in good condition.

Unit: %

Unit: %
Item Year 2019 2018 Increase
(decrease)
Financial
structure
Ratio of liabilities to assets 68.35 65.28 3.07
Ratio of long-term capital to
fixed assets
160.43 199.09 (38.66)
Debt service Current ratio 132.80 139.23 (6.43)

- 2 -

Item Year 2019 2018 Increase
(decrease)
ability Quick ratio 105.17 102.48 2.69
Profitability Asset return ratio 5.37 8.77 (3.40)
Shareholders' equity return
ratio
13.65 23.21 (9.56)
Basic earnings per share (NTD) 5.47 8.06 (2.59)

(IV) Research and development status: The Company continues to work on the improvement, promotion, and integration of existing mechanisms, with the vision to providing more personalized services with breadth and depth.

II. 2020 Business Plan

(I) Management guidelines

Since the beginning of the China-US trade war in 2018, issues such as tariffs on products, information security, and technological competition have all surfaced. In order to meet the requirements of clients, in addition to moving part of the production line out of China, Lemtech has also thought about decentralized production bases in our regional planning. Since the establishment of our factory in Taiwan, except when it once went through temporary shutdown due to more than half of the production capacity has been moved to the Philippines, both the cluster effect of the clients and the continuity of technology development are put into consideration.

In terms of business strategy, with the increase of the group's product lines and operating bases, we aim to plan different production bases to establish the technical capabilities of their respective core products, and the necessity to establish closer relationships with third-party factories is more vital than ever. We expect that these strategies will make production bases in different regions more flexible to meet the needs of clients or local orders, and will be able to strengthen the backup mechanism.

The automotive products produced by Lemtech will gradually see success in Czech Republic and Thailand. We are still deeply engaged in the production of automotive products in Czech Republic. In Thailand, we are not only adding the production of auto parts, but also actively fighting for the increase in the proportion of revenue from electronic products. The goals of strengthening the integration of upstream and downstream, increasing the proportion of automated production, dedicating to projects in enhancing the added value of products, and actively exploring high-end technologies and developing new customers are still the company's key policies. To enhance the overall profitability of the group, the company will devote itself to the development of the market of products with high gross profit and invest more resources in the group's integration and information capabilities.

For our mid-term product development goals, the focus is still on 5G and server-related products. The company has actively invested in the development of

- 3 -

innovative sports industry and critical components in the telecommunications industry.

  • (II) Major production and marketing policy

    1. Continue to develop new technologies and enhance industrial competitiveness.

    2. Accelerate the company's expansion in new product areas with the commissioning of new equipment.

    3. Continuously strive to enhance the cost structure, improve internal management processes, increase production efficiency, reduce production costs, and boost market competitiveness.

  • III. Future Development Strategies of the Company

  • (I) The company will position itself as an all-round multi-field stamping component supplier, as the development will be centered on the research and development of mold technology, while the products will be diversified in different fields.

  • (II) Integrate the supply chain, span to other fields from the stamping production, and try some related upstream and downstream production to provide the clients with more integrated services.

  • (III) Increase the application of robots in production, and gradually change the current production method of automated production lines to reduce the dependence on labor, improve production efficiency, and ensure product quality.

  • (IV) Focus on and master the global technology, market progress and development trends, and increase investment in cloud technology applications.

  • (V) Actively expand client reach and market share.

  • (VI) Introduce strategic partners and initiate plans of mergers and acquisitions in a timely manner to accelerate the increase of competitiveness and step into new product areas.

  • (VII) Continue to strengthen corporate governance to pursue the sustainable development of the company.

  • (VIII) Implement stable financial plans to reduce the risk of fluctuation in external exchange rates.

  • IV. Impact on the Company due to Competition, Governmental Regulations, and Overall Operation Environment

  • (I) Impact of external competition

    1. With the increasingly fierce competition among newcomers in the industry, the pressure on the prices of products is increasing day by day. Under the pressure of fierce market competition, in addition to providing the products that have competitive advantages in prices, the company must still maintain the product quality.

    2. In order to respond to the gradually rising wage costs every year, the company must increase operating costs, develop automated equipment, and actively intervene in the clients' product development processes so that we may take these process factors into account during the stage of product design.

    3. Actively develop the company's own advantages, recognize the company's market positioning, avoid excessive and unnecessary competition, and maintain

- 4 -

differences with competitors.

  1. Re-examine and find the best business scale for a single factory, and study new business models and organizational forms to maximize the company's operating efficiency.

  2. (II) Impact of governmental regulations

  3. The company appoints qualified manufacturers to dispose of the waste generated after production. The company upholds its social responsibility and meets the relevant global environmental quality requirements.

  4. Regarding the amendments to the new laws and regulations, the company makes the best preparations and plans for shareholders' equity in advance to minimize the risk of uncertainty.

  5. (III) Impact of overall operation environment

  6. From the point of view of market-related analysis reports, the global economic situation is still not ideal, and therefore, there is still the risk of uncertainty in operation. The company needs to be more careful to control the budget and reduce inventory, improve the better financial structure, and maintain close contact with the clients and suppliers. The company shall also maintain a sensitive market sense so as to reduce the risk of operation.

  7. In view of the uncertainty of the future budget, the company will strengthen the provision of the correct financial information for the decision-making units to make the soundest judgment, such as the balance point of profit and loss and capacity utilization rate, etc.

Finally, thank you again for your enthusiastic participation. We wish you all good health and good luck in the future.

Lemtech Holdings Co., Limited

Chairman: Hsu, Chi-Feng

President: Hsu, Chi-Feng

Accounting Managerial Personnel: Lu, Chin-Yu

- 5 -

Chapter 2 Company Introduction

I. Date of Incorporation

Lemtech Holdings Co., Limited (hereinafter referred to as "the Company") is mainly engaged in production and selling of precision metal dies and metal stamping. The company was established in Cayman Island on Sep. 29, 2009 with several production and operating sites in Taiwan, Mainland China, Hongkong, Thailand, Czech and the Philippines in consideration of the company's development. The company also set an office in the USA to obtain more shares in the overseas market, strengthen the layout of the overseas business market in the European and American markets, so as to improve the company's business performance.

Since its establishment, the company has been focusing on mold manufacturing, process and improvement of heat dissipation devices and timely adjusted its operation and development trend to cope with the continuous change of market demand. By actively introducing advanced equipment, and continuously developing and upgrading its processing technology, the company has successfully shifted from engineering processing to single-equipment continuous processing and combined equipment continuous processing technology using manipulator. At the same time, to cope with the customer demand, the company has gradually shifted from single-piece production and manufacturing of products to the assembly and production of components. This has further improved the company's competitiveness and profitability.

Consequently, the company has the capability to set foot in automotive components and building materials products from the manufacturing of heat sink. In addition, the company has also conducted market research and surveys, continuously improving its existing production processes, and developing products with higher value-added.

By virtue of its excellent mold development, design capabilities and precision stamping technology, the company has built a variety of product lines and customer clusters. Currently, the company's products can be applied in different industries such as information, communications, consumer electronics, household appliances, automobile industry, and construction industry. The company serves different customers in different industries instead of focusing on a single product. This has effectively reduced the company's business risk.

II. Company Overview

Date Important event
(1) Kunshan Lemtech was awarded with the prize of Best Supplier in
Feb. 2012 2011 of Autoliv
(2) Kunshan Lemtech passed the green product system attestation
carried out byPEGATRON Unihan
Mar. 2012 The Hinge Division of Kunshan Lemtechpassed the annual

- 6 -

Date Important event
supervision and verification of ISO9001:2008 conducted by
AFAQ/BestCERT (or Bellcert?) and the verification of Panasonic, and
became theirqualified supplier
(1) Kunshan Lemtech passed the annual supervision and verification
of ISO/TS16949:2009 conducted by AFAQ/BellCERT as well as
the IATF verification
(2) Kunshan Lemtech established its Heat Dissipation Module
Division
Apr. 2012 (3) Kunshan Lemtech passed the annual supervision and verification
of ISO14001:2004 conducted by AFAQ/BellCERT
(4) Held a beam-raising ceremony in the new factory of Kunshan
Lemtech in Weita Rd., Changp'u
(5) Kunshan Lemtech implemented the EasyFlow electronic approval
system
(1) The Module Division of Kunshan Lemtech passed the
examination of Wistron and became its qualified supplier
(2) Kunshan Lemtech received RMB 700,000 of tax refunds from R&D
May 2012 expenses
(3) Kunshan Lemtech was awarded the bonus granted by Kunshan
Government of Jiangsu Province, China for excellent enterprise
listingin Taiwan. The bonus was RMB 2,500,000 and received
Jun. 2012 Kunshan Lemtech was awarded the prize of Best Overseas Partner of
Furukawa Electric
Jul. 2012 Kunshan Lemtech passed the examination of Google and became its
qualified supplier
Sep. 2012 Kunshan Lemtech successfully organized a company-wide fire drill
(1) Kunshan Lemtech was awarded the prize of Morse TEC Excellent
Nov. 2012 Supplier in 2012 of BORGWARNER
(2) Proceeded SEO and successfullyraised NT$215 million
Dec. 2012 The new factory of Kunshan Lemtech in Changp'u passed the
construction completion approval
Jan. 2013 Kunshan Lemtech was awarded the prize of Excellent Supplier in
2012 of Autoliv
Established the company Aapico Lemtech (Thailand) Co., Ltd. jointly
Mar. 2013 with Aapico, a major listed company in Thailand engaging in
automobile parts, in order to expand its overseas operating points
and add new customers
May 2013 Subsidiary company Lemtech USA INC. was established in the USA
to expand the overseas market
May 2013 The factory of Kunshan Lemtech in Changp'u was formally put into
operation
May 2013 The new factory of Kunshan Lemtech in Changp'u passed the
ISO/TS16949:2009 attestation carried out byAFAQ/BellCERT

- 7 -

Date Important event
Jan. 2014 Kunshan Lemtech was awarded the prize of Excellent Supplier in
2013 of Autoliv
Feb. 2014 Kunshan Lemtech won the Best Quality Award in 2013 of TRW
(Shanghai)
The new factory of Kunshan Lemtech in Changp'u passed the
Mar. 2014 ISO14001 Environment management system attestation carried out
byAFAQ/BellCERT
Apr. 2014 Issued its first domestic unsecured convertible corporate bonds in
2014
May 2014 Established its subsidiary company Lemtech Technology Limited in
Hongkong,to adjust thegroup's organizational function
Sep. 2014 Awarded the Golden Peak Prize of 16th Session of OEMA
Jan. 2015 Kunshan Lemtech was awarded the prize of Excellent Supplier in
2014 of Autoliv
(1) Lemtech Technology Limited established Jimao Lemtech Co., Ltd.
(Taiwan) jointly with Jimao Precision Co., Ltd., to cope with the
Apr. 2015 technology development of server heat dissipation products,
mutually benefiting two parties in revenues and technologies
(2) Kunshan Lemtech won the Fujitsu Ten Quality Excellence Award
in 2014
May2015 Listed in stock exchange on May21, 2015
Jun. 2015 Won the Golden Torque Prize of 12th Session of OEMA
Oct. 2015 Kunshan Lemtech sold 10% of its equities to Friendly Holdings (HK)
Nov. 2015 Cancel the buyback treasury stock; after capital reduction, the
company'spaid-upcapital was NT$395,410,000
(1) Lemtech Technology transferred its equities to Kunshan Lemtech
Dec. 2015 (original shareholder was Super Solution)
(2) Lemtech USA transferred its equities to Kunshan Lemtech
(original shareholder was Super Solution)
Jan. 2016 Kunshan Lemtech was awarded the prize of Excellent Supplier in
2015 of BORGWARNER
Mar. 2016 Kunshan Lemtech was awarded the prize of Best Service Supplier in
2015 of TRW(Shanghai)
(1) Established its subsidiary, Lemtech Industrial Services Ltd, in
Apr. 2016 Samoa as its operation management institution
(2) Kunshan Lemtech was renamed as "Kunshan LemTech Precision
EngineeringCo.,Ltd."
(1) Lemtech Global Solution Co. Ltd. established Lemtech AMP
Limited (Seychelles) jointly with Ch'engkuan Enterprise (Limited)
May 2016 Company by pooling of capital, for marketing and selling of new
type fire extinguishers and highway guardrails made of plastic
steel materials

- 8 -

Date Important event
(2) Super Solution Co., Ltd. was renamed as "Lemtech Global Solution
Co. Ltd."
(1) Kunshan Lemtech was renamed as "LemTech Precision Material
Jul. 2016 (China) Co., Ltd."
(2) LemTech Precision Material won the Global Excellent Supplier
Award in 2015 of BORGWARNER
(1) Established its subsidiary "Kunshan Lemtech Slide Technology
Co., Ltd." in Mainland China for more product diversification and
layout expansion in the field of server
Aug. 2016 (2) Established its subsidiary "New Fortune Global Limited" in
Samoa, for considerations of the group's investment architecture
and flexibility
(3) LemTech Precision Material passed the customer's VDA 6.3
process verification conducted byThyssenkrupp
(1) Established its subsidiary Lemtech Precision Material (Czech)
s.r.o. in Czech, in order to strengthen its global layout and tax
Sep. 2016 incentive
(2) LemTech Precision Material won the Best Partner Award of
Pollmann
Oct. 2016 LemTech Precision Material signed a strategic cooperation
agreement with Pollmann
(1) LemTech Precision Material launched its ISO14001 environmental
Jan. 2017 management system revision activity
(2) LemTech Precision Material won the Quality Excellence Award in
2016 of BORGWARNER
Mar. 2017 LemTech
Precision
Material
passed
ISO3834
and
ISO14554
international weldingattestation
Apr. 2017 LemTech Precision Material passed ISO14001:2015 environmental
management system revision attestation
Oct. 2017 LemTech Precision Material launched its project for updating
ISO/TS16949:2009 to IATF16949:2016
(1) LemTech Precision Material completed the decoration of its
Nov. 2017 second-phase plant and formally put it into operation
(2) LemTech Czech passed ISO9001:2015 quality management
attestation
Dec. 2017 LemTech Precision Material won the Best Partnership Award in 2017
of BORGWARNER
Jan. 2018 LemTech Precision Material won the General Manager Award in 2017
of TRW(Wuhan)
May 2018 LemTech Precision Material passed IATF16949:2016 automobile
qualitysystem revision attestation
Jul. 2018 Issued its second domestic unsecured convertible corporate bonds in
2018

- 9 -

Date Important event
Oct. 2018 The group redeemed 10% of equities in LemTech Precision Material
(1) Bought the land located in Huaya Section, Guishan District,
Taoyuan to build a factory, in order to meet customers'
requirements and spread the risks arising from centralized
Nov. 2018 production in one area
(2) Lemtech Global Solution Co. Ltd. bought 50% of equities of Jimao
Lemtech (Taiwan), to cope with the group's operation plan and
future development
(1) Taiwan branch is set up to cope with the needs of its business
development
Jan. 2019 (2) Invested in an electroplate factory in Mainland China "Zhenjiang
Emtron Surface Treatment Limited" in order to ensure the stability
of its production and supply chain of automobile parts in
Mainland China and improve thegrossprofits ofproducts
Established a subsidiary "Lemtech Cooling System Limited" in
Jun. 2019 Hongkong, for consideration of the group's structure and needs of
expansion flexibilityin future
(1) Established a subsidiary "Lemtech Philippine Thermal System
Inc." in the Philippines, for consideration of expanding operation
Jul. 2019 sites and obtaining more business orders in the Philippines
(2) "Lemtech Energy Solutions Corporation" completed equity
transfer and became a subsidiaryof thegroup
Established its subsidiary "Kunshan Lemtech Electronics Technology
Oct. 2019 Co.,Ltd." in Mainland China, for consideration of its group structure
andplans on heat dissipation business

Notes: In July 2016, Kunshan Lemtech was renamed as Lemtech Precision Material.

III. Group Structure: Please refer to page 132 in this annual report.

IV. Risk Matters: Please refer to page 126 to 131 in this annual report.

- 10 -

Chapter 3 Corporate Governance Report

I. Organizational System

  • (I) The Company's organization structure

==> picture [369 x 229] intentionally omitted <==

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

Board of
Shareholders
Audit Committee
Board of Directors
Remuneration
Committee
Audit Room
General Manager
Operation Business Financial Management
Department Department Department
----- End of picture text -----

  • (II) Functions of Major Departments

Department Functions (1) Sets or revises the internal control system according to requirements under Article 14-1 of the Securities and Exchange Act. (2) Evaluation of the effectiveness of an internal control system. (3) Adoptions or amendments, pursuant to Article 36-1 of the Securities and Exchange Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of capital loans to others, or endorsements or guarantees for others. (4) Matters involving the personal interest of Directors. Audit Committee (5) Material asset or derivatives transactions. (6) Material capital loans, endorsements, or provisions of guarantees. (7) The offering, issuance, or private placement of any equity-type marketable securities. (8) The appointment, dismissal, or compensation of CPA. (9) The appointment or dismissal of financial, accounting, or internal audit officers. (10) consolidation of annual and semi-annual financial reports. (11) Other significant matters as required by the Company or the com etent authorit . p y

- 11 -

Department Functions
Salary and
Remuneration
Committee
(1) Establishes and periodically reviews compensation policies,
system, standards, and structure, as well as the performance
evaluation of Directors and managers.
(2) Periodically evaluates and establishes compensations for
Directors and managers.
General Manager Decision-making personnel at the highest management level who
is responsible for monitoring business operation and
implementation, as well as executing the resolutions of the Board
of Directors.
Auditing Office Responsible for auditing, maintenance, improvement, and
proposing suggestions on internal control system. Assists each
unit to solve problems, improve work and enhance working
efficiency.
Administration
Department
Responsible for management of the Company's personnel, general
affairs, security, information and customs affairs management,
planning for the Board meetings, and management and execution
of the convening of the shareholders' meeting and stock affairs (in
accordance with the "Rules of Procedure of the Board of
Directors").
Finance
Department
Responsible for the management of the Company's investment
and working capital, processing of production and sales cost
accounting matters, preparation of financial statements and
administration of tax affairs.
Operating
Department
Responsible for the executions of the Board of Directors' decisions
on investment, branch establishment and operation strategies in
Taiwan, Mainland China, Hong Kong, Thailand, Philippines,
United States and Czech Republic etc.; the operation and
management of companies are carried out by the management
teams in correspondingcompanies.

- 12 -

II. Information on Directors, General Managers, Deputy General Managers, Assistant Managers, and Heads of Departments and Branches

  • (I) Directors:

  • Information on Directors:

(I) Directors:
1. Information on
(I) Directors:
1. Information on
(I) Directors:
1. Information on
Directors: Directors: Directors: Directors: Directors: Directors:
Apr. 17, 2020 Unit: Thousand shares;%
Title Nationality Name Gender Date
elected
Term
(years)

Date first
elected

Shareholding when
elected
Current shareholding
Spouse & minor
current shareholding
Shareholding by
nominees
Experience (education)
Other position concurrently held at the Company
or other companies
Executives,
Directors or
supervisors who
are spouses or
within the second
degree of kinship
Remarks
Number
of
shares

Shareholding
ratio

Number
of
shares

Shareholding
ratio
Number
of
shares

Shareholding
ratio

Number
of
shares

Shareholding
ratio
Title Name Relation
Chairman Republic
of China
Hsu,
Chi-Feng
Male 2018.06.11
3
2009.09.29 6,083 15.38 7,289 15.35 - - - - Vice Manager of
Manufacturing Department
of Li Yao Industrial Co., Ltd.
Vice General Manager of Wei
Yao Industrial (Shareholding)
Co., Ltd.
Changhua Yang-Ming
Middle School

Chairman and General Manager of the Company.
Director of Lemtech Global Solution Co. Ltd.
Chairman of LemTech Precision Material (China)
Co., Ltd.
Chairman and General Manager of LDC Precision
Engineering Co., Ltd.
Director of Lemtech Technology Limited
Director of Aapico Lemtech (Thailand) Co., Ltd.
Director of Lemtech USA INC.
Director of Lemtech Industrial Services Ltd
Chairman of Kunshan Lemtech Slide Technology
Co., Ltd.
Director of Zhenjiang Emtron Surface Treatment
Limited
Chairman of Lemtech Energy Solutions
Corporation
Director of Lemtech Precision Material (Czech)
s.r.o.
Director of Lemtech Cooling System Limited
Chairman of Lemtech Philippine Thermal System
Inc.
None None None Note 1
Vice
chairman
Singapore Chan
Kim Seng
Maurice

Male
2018.06.11
3
2009.09.29 4,329 10.95 5,134 10.81 - - - - Diploma in Management
Studies (Singapore Institute
of Management)
Manager of Project
Department of Amtek
Engineering Ltd, CA SBU
General Manager of Kunshan
Eson Precision Engineering
Co., Ltd.
National Trade Certificate
Grade 1 in Precision Press
Tool & Die Making (Precision
Engineering Institute of
Singapore)
Master Craftsman Certificate
in Precision Press Tool & Die
Making ( Economic
Development Board of
Singapore)

Vice chairman and Business Director of the
Company
Director of Lemtech Global Solution Co. Ltd.
Director of LemTech Precision Material (China)
Co., Ltd.
Director of Aapico Lemtech (Thailand) Co., Ltd.
Director of Zhenjiang Emtron Surface Treatment
Limited
Director of Lemtech Precision Material (Czech)
s.r.o.
Director of Lemtech Cooling System Limited
Chairman of Lemtech Philippine Thermal System
Inc.
Supervisor of Lemtech Energy Solutions
Corporation
Supervisor of Kunshan Lemtech Slide Technology
Co., Ltd.
None None None

- 13 -

Title Nationality Name Gender Date
elected
Term
(years)

Date first
elected

Shareholding when
elected

Shareholding when
elected
Current shareholding Current shareholding
Spouse & minor
current shareholding

Spouse & minor
current shareholding
Shareholding by
nominees
Shareholding by
nominees
Experience (education)
Other position concurrently held at the Company
or other companies
Executives,
Directors or
supervisors who
are spouses or
within the second
degree of kinship
Executives,
Directors or
supervisors who
are spouses or
within the second
degree of kinship
Executives,
Directors or
supervisors who
are spouses or
within the second
degree of kinship
Remarks
Number
of
shares

Shareholding
ratio

Number
of
shares

Shareholding
ratio
Number
of
shares

Shareholding
ratio

Number
of
shares

Shareholding
ratio
Title Name Relation
Director Mainland
China
Ye, Hang Male 2018.06.11
3
2009.09.29 4,217 10.66 5,000 10.53 - - - - Director of Mould Design
Department of Amtek
Engineering Ltd, CA SBU
Manager of Business
Department of Kunshan Eson
Precision Engineering Co.,
Ltd.
Shanghai Workers College for
Mechanotronics


Director of the Company and Chief Technology
Officer (CTO)
Director of Lemtech Global Solution Co. Ltd.
Director of LemTech Precision Material (China)
Co., Ltd.
Director of Lemtech Precision Material (Czech)
s.r.o.
Director of Lemtech Cooling System Limited
Chairman of Lemtech Philippine Thermal System
Inc.
None None None
Director Mainland
China
Tan,
Yong
Male 2018.06.11
3
2009.11.24 1,744 4.41 2,093 4.41 - - - - Head of Mould Department
of Shanghai Pioneer Speakers
Co., Ltd.
Sales Director of Shanghai
Chin Jih Metal Products Co.,
Ltd.
Shanghai Machine Tool
Electric Appliance Plant
Technical School
Director of the Company
Director and General Manager Special Assistant for
Factory Affairs of LemTech Precision Material
(China) Co., Ltd.

None
None None
Independent
Director

Mainland
China
Yang,
Rui-Long
Male 2018.06.11
3
2009.11.24 - - - - - - - - Instructor of Teaching and
Research Office of Economics
Department of Jiangsu
Administration Institute
Master of Economics in the
Renmin Universityof China
Independent Director of the Company.
Professor of School of Economics in Renmin
University of China
None None None
Independent
Director

Republic
of China
Yu,
Chi-Min
Male 2018.06.11
3
2010.06.17 - - - - - - - - Director General of Taiwan
Cure Law Association
Director of Electronic
Computer Center of Soochow
University
Vice General Manager of
Eastern Multimedia Group
Doctor of Southern Methodist
in Law and Science of Law


Independent Director of the Company.
Associate Professor of Department of Law of
Soochow University
Secretary-general of Taiwan Technology Industry
Legal Officers Association
Arbitrator of Chinese Arbitration Association,
Taipei
Director of EasyCard Corporation
Independent Director of SYNCOMM Technology
Corporation
None None None
Independent
Director

Republic
of China
Lee,
Wei-Ming
Male 2018.06.11
3
2010.06.17 - - - - - - - - General Manager/Consultant
of Kang Chu International
Co.,Ltd.
Consultant/Deputy General
Manager and Chief Financial
Officer of C-techon
International Co., Ltd.
Bachelor of School of
Business of National Taiwan
University

Independent Director of the Company.
Chairman of Yubo International Co., Limited
Consultant of Lightel Technologies, Inc.
None None None

Note 1: If the chairman of the Company is the same person, spouse or relative of first degree as the general manager or the person holding equivalent position (top manager), he/she shall explain the reasons, rationality, necessity, corresponding measures (such as increasing the number of Independent Directors, keeping more than half of the Directors not concurrently serving as employees or managers, etc.) and other related information : The Chairman and General Manager of the company are the same person, mainly because the company considers that the group scale has been gradually extended to Europe, the United States, Thailand, Philippine and other places. In order to coordinate the group’s resource planning, the position of the General Manager was adjusted on Dec. 2015. Ye, Hang, the former General Manager, is the general manager of Kunshan business group. It is necessary and reasonable for the President of the company to concurrently serve as the General Manager of the group to facilitate the integration of the group’s decision-making and operation. Additionally, in order to be in line with corporate governance and relevant laws and regulations, the company plans to increase the number of independent directors and directors by Dec. 31, 2023, and half of the directors are not served as employees or managers concurrently.

- 14 -

  1. Professional Qualifications and Independence of Directors:
Qualification
Name
Meets one of the following professional qualifications,
with at least fiveyears of work experience
Meets one of the following professional qualifications,
with at least fiveyears of work experience
Meets one of the following professional qualifications,
with at least fiveyears of work experience
Status of Independence (Note 1) Status of Independence (Note 1) Status of Independence (Note 1) Status of Independence (Note 1) Status of Independence (Note 1) Status of Independence (Note 1) Status of Independence (Note 1) Status of Independence (Note 1) Status of Independence (Note 1) Status of Independence (Note 1) Status of Independence (Note 1) Status of Independence (Note 1) Number of other
public companies
where the individual
concurrently serves
as an independent
director
An instructor or higher position
in a department of commerce,
law, finance, accounting, or
other academic department
related to the business needs of
the Company in a public or
private junior college, college
or university


A judge, public prosecutor, attorney,
Certified Public Accountant, or other
professional or technical specialist
who has passed a national
examination and has been awarded a
certificate in a profession necessary
for the business of the company



Has work experience
in the areas of
commerce, law,
finance, or
accounting, or
otherwise necessary
for the business of
the Company

1
2 3 4 5 6 7 8 9 10 11 12
Hsu, Chi-Feng 0
Chan Kim Seng
Maurice
0
Ye, Hang 0
Tan, Yong 0
Yang, Rui-Long 0
Yu, Chi-Min 1
Lee, Wei-Ming 0

==> picture [333 x 15] intentionally omitted <==

Note 1: Please check "V" the corresponding boxes if the directors meet the following conditions during the two

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

  • (2) Not a director or supervisor of the Company or any of its affiliates. Not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary 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 the person's spouse, minor children, or held by the person under others'names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or is ranked in the top 10 in shareholdings.

  • (4) Not the managers listed in (1) or spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship listed in (2) and (3).

  • (5) Not a director, supervisor or employee of corporate shareholders who directly hold more than 5% of the total number of issued shares of the Company, rank top five in shareholding, or appoint a representative as a director or supervisor of the Company in accordance with Article 27-1 or 27-2 of the Company Act (Independent Directors of the Company and its parent company, subsidiary company or subsidiary company of the same parent company established in accordance with this Act or local laws shall not be subject to the provisions).

  • (6) Not concurrently a supervisor or employee of other companies controlled by the same person who serves as the director or holds more than half of voting shares of the Company (Independent Directors of the Company or its parent company, subsidiaries or subsidiaries of the same parent company established in accordance with this Act or local laws shall not be subject to this provision).

  • (7) Not a director (member), supervisor or employees of other companies or institutions for a person or spouse serving as the chairman, general manager or equivalent post of the Company (Independent Directors set up by the Company and its parent company, subsidiary company or subsidiary company of the same parent company in accordance with this Act or local laws shall not be subject to this provision).

  • (8) Not a director (member), supervisor, manager or shareholder holding more than 5% of the shares of a specific company or institution that has financial or business dealings with the Company (however, any specific company or institution holding more than 20% and less than 50% of the total number of issued shares of the Company and the directors concurrently serve as independent directors set up by the Company and its parent company, subsidiary company or subsidiary company of the same parent company in accordance with this Law or local laws shall not be subject to this provision).

  • (9) Not a professional, proprietorship, partnership, business owner of a firm or institution, partner, director (member), supervisor, manager and spouse of any of the above who provide commercial, legal, financial, accounting and other related services for the Company or its affiliated enterprises or had obtained no more than NT$ 500,000 cumulative remuneration in the past two years. However, members of the salary and remuneration committee, public acquisition review committee, or the special committee of merger and acquisition who perform their functions and powers in accordance with the provisions of the Act or Business Mergers and Acquisitions Act and other relevant regulations shall not be subject to this provision.

- 15 -

  • (10) Does not have a marital relationship with, or a relative within the second degree of kinship with, any other director of the Company.

  • (11) Does not have a condition defined in Article 30 of the Company Act.

  • (12) The one who is elected is not a government agency, juristic person, or its representative as set forth in Article 27 of the Company Act of the R.O.C.

  • (II) General Managers, Deputy General Managers, Assistant Managers, and Heads of Departments and Branches:

Apr. 17, 2020 Unit: Thousand shares;% Apr. 17, 2020 Unit: Thousand shares;% Apr. 17, 2020 Unit: Thousand shares;% Apr. 17, 2020 Unit: Thousand shares;% Apr. 17, 2020 Unit: Thousand shares;% Apr. 17, 2020 Unit: Thousand shares;% Apr. 17, 2020 Unit: Thousand shares;% Apr. 17, 2020 Unit: Thousand shares;% Apr. 17, 2020 Unit: Thousand shares;%
Title Nationality Name Gender Date of
induction
Shares held Spouse & minor
shareholding
Shareholding by
nominees
Experience (education)
Other position concurrently held at other companies Managers who are
spouses or within
the second degree of
kinship
Managers
obtained
an
employee
stock
option
certificate
(shares)



Remarks

rebmu
fo
seumh
Shareholding
ratio

Number
of
shares

Shareholding
ratio

Number
of
shares

Shareholding
ratio
Title Name Relation
General
Manager
Republic
of China
Hsu,
Chi-Feng
Male 2015.12 7,289 15.35 - - - - Vice Manager of Manufacturing Department of Li
Yao Industrial Co., Ltd.
Vice General Manager of Wei Yao Industrial
(Shareholding) Co., Ltd.
Changhua Yang-Ming Middle School
Director of Lemtech Global Solution Co. Ltd.
Chairman of LemTech Precision Material (China)
Co., Ltd.
Chairman and General Manager of LDC Precision
Engineering Co., Ltd.
Director of Lemtech Technology Limited
Director of Aapico Lemtech (Thailand) Co., Ltd.
Director of Lemtech USA INC.
Director of Lemtech Industrial Services Ltd
Chairman of Kunshan Lemtech Slide Technology
Co., Ltd.
Director of Zhenjiang Emtron Surface Treatment
Limited
Chairman of Lemtech Energy Solutions Corporation
Director of Lemtech Precision Material (Czech) s.r.o.
Director of Lemtech Cooling System Limited
Chairman of Lemtech Philippine Thermal System
Inc.
None None None 0 Note 1
Business
Director
Singapore Chan
Kim
Seng
Maurice
Male 2003.10 5,134 10.81 - - - - Diploma in Management Studies (Singapore
Institute of Management)
Manager of Project Department of Amtek
Engineering Ltd, CA SBU
National Trade Certificate Grade 1 in Precision
Press Tool & Die Making (Precision Engineering
Institute of Singapore)
Master Craftsman Certificate in Precision Press Tool
& Die Making ( Economic Development Board of
Singapore)
Director of Lemtech Global Solution Co. Ltd.
Director of LemTech Precision Material (China) Co.,
Ltd.
Director of Aapico Lemtech (Thailand) Co., Ltd.
Director of Zhenjiang Emtron Surface Treatment
Limited
Director of Lemtech Precision Material (Czech) s.r.o.
Director of Lemtech Cooling System Limited
Chairman of Lemtech Philippine Thermal System
Inc.
Supervisor of Lemtech Energy Solutions Corporation
Supervisor of Kunshan Lemtech Slide Technology
Co.,Ltd.
None None None 0
CTO China Ye,
Hang
Male 2003.03 5,000 10.53 - - - - Director of Mould Design Department of Amtek
Engineering Ltd, CA SBU
Shanghai Workers College for Mechanotronics

Director of Lemtech Global Solution Co. Ltd.
Director and General Manager of LemTech Precision
Material (China) Co., Ltd.
Director of Lemtech Precision Material (Czech) s.r.o.
Director of Lemtech Cooling System Limited
Chairman of Lemtech Philippine Thermal System
Inc.

None
None None 0
CMO Malaysia Murali
Nair
Male 2013.02 - - - - - - Embatech Sdn BhdGeneral Manager
Circuit Sales Inc (CSI)Business Development and
Strategy Consultant
Bachelor of Science Degree (Honors), University of
Bradford, United Kingdom
Diploma in Engineering, German Singapore
Institute,Singapore
None None None None 0

- 16 -

Title Nationality Name Gender Date of
induction
Shares held Shares held Spouse & minor
shareholding
Spouse & minor
shareholding
Shareholding by
nominees
Shareholding by
nominees
Experience (education)
Other position concurrently held at other companies Managers who are
spouses or within
the second degree of
kinship
Managers who are
spouses or within
the second degree of
kinship
Managers who are
spouses or within
the second degree of
kinship
Managers
obtained
an
employee
stock
option
certificate
(shares)



Remarks

rebmu
fo
seumh
Shareholding
ratio

Number
of
shares

Shareholding
ratio

Number
of
shares

Shareholding
ratio
Title Name Relation
Financial
Accounting
Director

Republic
of China
Lu,
Chin-Yu
Male 2015.12 - - - - - - Audit Team Leader of Ernst & Young
Business Financial Service Assistant Manager and
Business Manager of Standard Chartered Bank
Part-time Lecturer of Mackay Medicine, Nursing
and Management College
Master of International Finance of the University of
Essex
None None None None 0

Note 1: If the General Manager or the person holding equivalent position (top manager) of the Company is the same person, spouse or the first-degree relative, he/she shall explain the reasons, rationality, necessity, corresponding measures (such as increasing the number of Independent Directors with more than half of the Directors not concurrently serving as employees or managers, etc.) and other related information : The Chairman and General Manager of the company are the same person, mainly because the company considers that the group scale has been gradually extended to Europe, the United States, Thailand, Philippine and other places. In order to coordinate the group’s resource planning, the position of the General Manager was adjusted on Dec. 2015. Ye, Hang, the former General Manager, is the general manager of Kunshan business group. It is necessary and reasonable for the President of the company to concurrently serve as the General Manager of the group to facilitate the integration of the group’s decision-making and operation. Additionally, in order to be in line with corporate governance and relevant laws and regulations, the company plans to increase the number of independent directors and directors by Dec. 31, 2023, and half of the directors are not served as employees or managers concurrently.

- 17 -

III. Remuneration for Directors, General Managers and Deputy General Managers in most recent year

  1. Remuneration to General Directors and Independent Directors

Dec. 31, 2019 Unit: NT$ 1,000

Title Name Remuneration Remuneration Remuneration Remuneration Remuneration Remuneration Remuneration Remuneration Ratio of total
remuneration
(A+B+C+D) to net
income (%)
(Note 10)
Ratio of total
remuneration
(A+B+C+D) to net
income (%)
(Note 10)
Relevant remuneration received by Directors who are also employees Relevant remuneration received by Directors who are also employees Relevant remuneration received by Directors who are also employees Relevant remuneration received by Directors who are also employees Relevant remuneration received by Directors who are also employees Relevant remuneration received by Directors who are also employees Relevant remuneration received by Directors who are also employees Relevant remuneration received by Directors who are also employees Ratio of total
compensation
(A+B+C+D+E+F+G)
to net income (%)
(Note 10)
Ratio of total
compensation
(A+B+C+D+E+F+G)
to net income (%)
(Note 10)

Compensation
from other
non-subsidiary
companies
reinvested by
the Company's
subsidiaries or
parent
company
(Note 11)
Remuneration (A)
(Note 2)
Severance pay and
pension (B)
Remuneration of
directors (C)
(Note 3)
Allowances (D)
(Note 4)
Salary, bonus and
special allowance
(E) (Note 5)
Retirement pension
(F)
Employee rewards (G) (Note 6)
The
Company

All
companies
listed in
the
financial
statements
(Note 7)

The
Company
All
companies
listed in
the
financial
statements
(Note 7)
The
Company

All
companies
listed in
the
financial
statements
(Note 7)

The
Company

All
companies
listed in
the
financial
statements
(Note 7)


The
Company

All
companies
listed in
the
financial
statements
(Note 7)

The
Company

All
companies
listed in
the
financial
statements
(Note 7)

The
Company
All
companies
listed in
the
financial
statements
(Note 7)

The Company
All companies
listed in the
financial
statements
(Note 7)
The
Company

All
companies
listed in
the
financial
statements
(Note 7)

Cash
amount

Stock
amount

Cash
amount
Stock
amount
Director Hsu,
Chi-Feng
0 12,508 0 0 1,926 1,926 0 0 0.74% 5.56% 0 12,335 0 0 1,090 0 1,090 0 1.16% 10.74% None
Chan Kim
Seng
Maurice
Ye,Hang
Tan,Yong
Independent
Director
Yang,
Rui-Long
1,993
1,993 0 0 722 722 0 0 1.05% 1.05% 0 0 0 0 0 0 0 0 1.05% 1.05% None
Yu,Chi-Min
Lee,
Wei-Ming
1.
Please state the policy, system, standard and structure of remuneration for Independent Directors, and the correlation with the amount according to the responsibilities and duties of the Independent Directors, risks undertaken, time
devoted and other factors:
The remuneration of Independent Directors of the Company will be determined on the basis of the director performance evaluation results submitted by the Salary and Remuneration Committee by reviewing the degree of participation and
contribution of each director in the company's operaion. The connection between performance risks and remuneration with the reference of remuneration standards of peers shall be submitted to the Board of Directors for resolution.
2.
Other than disclosure in the above table,Director remunerations received by providingservices(e.g.providingconsultingservices as a non-employee)to companies in the financial statements in the most recentyear: None.

Ran e of remuneration g

Range of remuneration Range of remuneration Range of remuneration Range of remuneration
Range of remuneration paid to Directors Name of Directors
Total of (A+B+C+D) Total of (A+B+C+D+E+F+G)
The Company (Note 8) All companies included in the
financial statements(Note 9)H
The Company (Note 8) All companies included in the
financial statements(Note 9)I
Less than NT$ 1,000,000 Hsu, Chi-FengChan Kim Seng
MauriceYe, HangTan, Yong
Yang, Rui-LongYu, Chi-Min
Lee,Wei-Ming
Yang, Rui-Long Yang, Rui-LongYu, Chi-Min
Lee, Wei-Ming
Yang, Rui-LongYu, Chi-Min
Lee, Wei-Ming
NT$ 1,000,000 (inclusive) to NT$ 2,000,000 (exclusive) - Tan, YongYu, Chi-Min
Lee,Wei-Ming
- -
NT$ 2,000,000 (inclusive) to NT$ 3,500,000 (exclusive) - - Tan, Yong Tan, Yong
NT$ 3,500,000 (inclusive) to NT$ 5,000,000 (exclusive) - Hsu, Chi-FengChan Kim Seng
MauriceYe,Hang
Hsu, Chi-FengChan Kim Seng
Maurice
-
NT$ 5,000,000 (inclusive) to NT$ 10,000,000 (exclusive) - - Ye, Hang Hsu, Chi-FengChan Kim Seng
MauriceYe,Hang
NT$ 10,000,000 (inclusive) to NT$ 15,000,000 (exclusive) - - - -

- 18 -

NT$ 15,000,000 (inclusive) to NT$ 30,000,000 (exclusive) - - - -
NT$ 30,000,000 (inclusive) to NT$ 50,000,000 (exclusive) - - - -
NT$ 50,000,000 (inclusive) to NT$ 100,000,000 (exclusive) - - - -
More than NT$ 100,000,000 - - - -
Total 7 persons 7 persons 7 persons 7 persons
  • Note 1: The names of Directors shall be listed separately (names of institutional shareholders and its representatives shall be listed separately), and general directors and independent directors shall be listed separately. The payment amounts shall be disclosed collectively. If a director concurrently serves as the General Manager or Deputy General Manager, the following table "Remuneration of General Managers and Deputy General Managers" shall be filled in.

  • Note 2: The amount of the remuneration paid to Directors in the most recent year (including director's salaries, job remuneration, severance, bonuses, and incentives etc.).

  • Note 3: The amount of the remuneration paid to Directors in the most recent year as approved by the Board of Directors shall be filled in.

  • Note 4: Business expenses paid out to Directors in the most recent year (including transport, special expenses, various allowances, accommodation, vehicles, and provision of physical goods and services). If housing, vehicle or other means of transportation, or personal expenses are provided, the nature and cost of the asset provided, the rental calculated based on the actual cost or the fair market value, fuel, and other payments shall be disclosed. If a driver is provided, disclose compensation paid to the driver in a note; however, do not calculate such as part of executive compensation.

  • Note 5: Salary, job-related allowances, separation pay, various bonuses, incentives, transportation allowance, special allowance, various allowances, accommodation allowance and driver allowance received by Directors who concurrently serve as employees (including as General Manager, Deputy General Manager, other manager and an employee) in the most recent fiscal year. If housing, vehicle or other means of transportation, or personal expenses are provided, the nature and cost of the asset provided, the rental calculated based on the actual cost or the fair market value, fuel, and other payments shall be disclosed. If a driver is provided, disclose compensation paid to the driver in a note; however, do not calculate such as part of executive compensation. In addition, any salary listed under IFRS 2 “Share-Based Payment”, including the warrants obtained by employees, restricted employee stocks and subscription of shares for cash capital increase, shall also be calculated in the remuneration.

  • Note 6: For Directors who concurrently serve as employees (including general managers, general managers, other managers, and employees) and receive remuneration of employees (including stock and cash) for the past year, disclose the amount of remuneration distributed to employees after being approved by the Board for the past year. For amounts that are unable to estimate, propose the distribution amount for the year based on the actual distribution made last year, and fill out the Table 1-3.

  • Note 7: Please disclose the aggregate amount of the remuneration to the Company's Directors from the companies included in the financial statements (including the Company).

  • Note 8: When the aggregate amount of the remuneration to the Company's Directors is disclosed, the name of the Director shall also be disclosed in the relevant interval.

  • Note 9: When the aggregate amount of the remuneration paid to the Company's Directors from all companies in the financial statements (including the Company) is disclosed, the name of the Director shall also be disclosed in the relevant interval.

  • Note 10: Net profit after tax refers to the net profit after tax in the individual or parent company only financial statements in the most recent year.

  • Note 11: a. This column should disclose the amount of remuneration received by the Directors of the Company from other non-subsidiary companies reinvested by the Company or parent company (if no, please fill in "None").

    • b. If the Directors of the Company receive remuneration from other non-subsidiary companies reinvested by the Company or parent company, the amount of remuneration received by the Directors from other non-subsidiary companies reinvested by this Company or parent company shall be combined into column I of the Table of Range of Remuneration and this column shall be renamed as "Parent Company and All Investment Companies".

    • c. Remuneration refers to rewards, compensations (including compensation to company employees, Directors or Supervisors) and allowances from professional practice received by the Director from other non-subsidiary companies reinvested by the Company or parent company for their services as Directors, supervisors, or managers.

  • The remuneration disclosed in this table is different from the concepts stipulated in the Income Tax Act. The purpose of this table is for information disclosure, not taxation.

  • Remuneration to supervisors: Not applicable (the Company has set up an audit committee to replace the supervisor)

- 19 -

  1. Remuneration to General Managers and Deputy General Managers

Dec. 31, 2019 Unit: NT$ 1,000

Title Title Name Salary (A)
(Note 2)
Salary (A)
(Note 2)
Severance pay and
pension (B)
Severance pay and
pension (B)
Bonus and Allowances
(C) (Note 3)
Bonus and Allowances
(C) (Note 3)
Employee's remuneration (D)
(Note 4)
Employee's remuneration (D)
(Note 4)
Employee's remuneration (D)
(Note 4)
Employee's remuneration (D)
(Note 4)
Employee's remuneration (D)
(Note 4)
Ratio of total
compensation
(A+B+C+D) to net income
(%) (Note 8)
Ratio of total
compensation
(A+B+C+D) to net income
(%) (Note 8)
Compensation
from other
non-subsidiary
companies
reinvested by the
Company's
subsidiaries or
parent company
(Note 9)
The
Company
All
companies
listed in the
financial
statements
(Note 5)
The
Company
All
companies
listed in the
financial
statements
(Note 5)
The
Company
All
companies
listed in the
financial
statements
(Note 5)
The Company All companies
included in the
financial statements
(Note 5)
The
Company
All
companies
listed in the
financial
statements
(Note 5)
Cash
amount
Stock
amount
Cash
amount
Stock
amount
General Manager Hsu, Chi-Feng 0 17,329 0 0 0 2,648 11,751 0 13,745 0 4.53% 13.00% None
Business Director Chan Kim Seng
Maurice
CTO Ye, Hang
CMO Murali Nair
Range of remuneration
Range of remuneration paid to the General Managers and Deputy General Managers Name of General Managers and Deputy General Managers
The Company (Note 6) All companies included in the financial statements
(Note 7)E
Less than NT$ 1,000,000 Hsu, Chi-FengChan Kim Seng Maurice
Ye,HangMurali Nair
Murali Nair
NT$ 1,000,000(inclusive)to NT$ 2,000,000(exclusive) - -
NT$ 2,000,000(inclusive)to NT$ 3,500,000(exclusive) - -
NT$ 3,500,000(inclusive)to NT$ 5,000,000(exclusive) - Hsu, Chi-FengChan Kim SengMaurice
NT$ 5,000,000(inclusive)to NT$ 10,000,000(exclusive) - Ye, Hang
NT$ 10,000,000(inclusive)to NT$ 15,000,000(exclusive) - -
NT$ 15,000,000(inclusive)to NT$ 30,000,000(exclusive) - -
NT$ 30,000,000(inclusive)to NT$ 50,000,000(exclusive) - -
NT$ 50,000,000(inclusive)to NT$ 100,000,000(exclusive) - -
More than NT$ 100,000,000 - -
Total 4 persons 4 persons

Note 1: The names of the General Managers and Deputy General Managers shall be listed separately and the amount of remuneration paid to them shall be disclosed collectively. If a director concurrently serves as the General Manager Or Deputy General Manager, this table and the following table "Remuneration of General Directors and Independent Directors" shall be filled in.

Note 2: Please specify the salaries, duty allowances and severance paid to the General Managers and Deputy General Managers in the most recent year.

Note 3: Cash and non-cash compensations to the General Managers and Deputy General Managers in the most recent year, including bonus, reward, reimbursement of expenses, special allowances, various subsidies, housing and use of vehicle. If housing, vehicle or other means of transportation, or personal expenses are provided, the nature and cost of the asset provided, the rental calculated based on the actual cost or the fair market value, fuel, and other payments shall be disclosed. If a driver is provided, disclose compensation paid to the driver in a note; however, do not calculate such as part of executive compensation. In addition, any salary listed under IFRS 2 “Share-Based Payment”, including the warrants

- 20 -

obtained by employees, restricted employee stocks and subscription of shares for cash capital increase, shall also be calculated in the remuneration.

  • Note 4: It refers to compensation paid to the General Managers and Deputy General Managers (including stock and cash) approved by the Board of Directors in the most recent year; If such compensations cannot be estimated, an estimation for this year shall be calculated in proportion of the compensations paid last year and the amount shall be listed in Table 1-3.

  • Note 5: Total remuneration to the General Managers and Deputy General Managers of the Company from all the companies (including the Company) in the consolidated financial statements should be disclosed.

  • Note 6: Total remuneration paid to General Managers and Deputy General Managers by the Company shall be disclosed and the names of the General Managers and Deputy General Managers shall also be disclosed in the corresponding remuneration interval.

  • Note 7: Total compensation paid to General Managers and Deputy General Managers of the Company by all companies (including this Company) listed in the consolidated statement shall be disclosed. The names of the General Manager and Deputy General Managers shall also be disclosed in the corresponding compensation interval.

  • Note 8: Net income after tax refers to net income after tax listed in the individual and parent company only financial statements.

  • Note 9: a. This column should disclose the amount of remuneration paid to the General Managers and Deputy General Managers of the Company by other non-subsidiary companies reinvested by the Company or parent company (if no, please fill in "None")

    • b. If the General Managers and Deputy General Managers of the Company receive remuneration from other non-subsidiary companies reinvested by the Company or parent company, the remuneration received by the General Managers and Deputy General Managers of the Company from other non-subsidiary companies reinvested by the Company or parent company shall be included in Column E in the Remuneration Range Table, and the column heading shall be changed to "Parent Company and All Reinvested Companies."

    • c. Remuneration refers to remuneration, bonuses (including employee, director, or supervisor bonuses), and allowances paid to the General Managers and Deputy General Managers of the Company who serve as the directors, supervisors, or managers of other non-subsidiary companies reinvested by the Company or parent company.

  • The remuneration disclosed in this table is different from the concepts stipulated in the Income Tax Act. The purpose of this table is for information disclosure, not taxation.

- 21 -

  1. Names of managers in charge of distributing employee's remuneration and state of distribution

Dec. 31, 2019 Unit: NT$ 1,000

Title Name Stock
amount
Cash
amount
Total Ratio of total amount
to net income(%)
Manager General Manager Hsu, Chi-Feng 0 13,162 13,162 5.07
Business Director Chan Kim Seng
Maurice

CTO
Ye, Hang
CMO Murali Nair
Financial Officer Lu, Chin-Yu
  • Note 1: Names and titles shall be disclosed separately but the amount of profit distributed can be disclosed collectively.

  • Note 2: Refers to compensations paid to the Managers (including stock and cash) approved by the Board of Directors in the most recent year; If such compensations cannot be estimated, an estimation for this year shall be calculated in proportion of the compensations paid last year. Net profit after income tax refers to the one in the most recent year. Where IFRSs are adopted, net profit after tax refers to the net profit after income tax recorded in the entity's or individual or parent company only financial statements.

  • Note 3: The scope of application for the term "manager" shall follow the approved document with Reference No. Tai Tsai Cheng San Tzu 0920001301 dated Mar. 27, 2003. Its scope of application shall be as follows:

  • (1) General Manager and equivalents

  • (2) Deputy General Manager and equivalents

  • (3) Assistant Manager and equivalents

  • (4) Head of Finance Department

  • (5) Head of Accounting Department

  • (6) Other people in charge of the Company's operational affairs and entitled to sign instruments on behalf of the Company.

  • Note 4: If a director, general manager and deputy general manager received any employee remuneration (including stock and cash), in addition to attached tables "Remuneration Of General Directors and Independent Directors" and "Remuneration Of General Managers and Deputy General Managers", this table shall be filled in additionally.

  • Note 5: The former general manager of LemTech Precision Material (China) Co., Ltd. was Ye, Hang. On Jun. 29, 2019, the Board of Directors resolved to appoint Li P'eiyu as the new general manager.

- 22 -

  1. Compare and state separately on the analysis of the post-tax net profit ratio of total remuneration of the Directors, General Managers and Deputy General Managers of the Company and companies in the consolidated financial statements in the last two years to parent company only or individual financial reports; then, state the policies and standards for payment of remuneration, process of combining and deciding on the amount of remuneration, and correlation with business performance and future risks:

  2. (1) Ratio of total remuneration paid to the Company's Directors, General Managers and Deputy General Managers in the most recent two years to the net profit after tax:

Unit: %

Unit: % Unit: % Unit: % Unit: %
Title Total amount to netprofit after tax(%)
2018 2019
The
Company
All companies in
consolidated
financial
statements
The
Company
All companies
in consolidated
financial
statements
Director 1.89 9.34 2.21 11.79
General Managers
and Deputy
General Managers
0.35 7.68 4.53 13.00
  • (2) The policies, standards, and portfolios for compensation, the procedures for determining compensation, and the correlation with risks and business performance:

  • The remuneration to Directors of the Company shall be handled reasonably in accordance with the Articles of Association of the Company and given in consideration of the Company's operating results and their contribution to the Company's performance; The remuneration paid to the General Managers and Deputy General Managers of the Company is based on the correlation between the positions they held, the responsibilities they assumed, the operating performance and future risks they undertaken with the reference of the level of peers on similar positions. The procedure for determining remuneration is set up by referring to the "Measures for Distribution of Director Salary and Remuneration" on the basis of the results of director performance evaluation. The overall operating performance of the Company, future operating risks and development trends of the industry shall also be considered to offer reasonable compensation.

- 23 -

IV. Implementation of Corporate Governance

(I) Information on Operation of Board of Directors

The Board held 8 meetings in 2019. The table below shows the attendance of Directors and supervisors:

Title Name Attendance
inperson

By proxy
Attendance Rate
(%)
Remarks
Chairman Hsu, Chi-Feng 8 0 100.00 Reappointed on
Jun. 11,2018
Vice chairman Chan Kim Seng
Maurice
7 1 87.5 Reappointed on
Jun. 11,2018
Director Ye, Hang 8 0 100.00 Reappointed on
Jun. 11,2018
Director Tan, Yong 7 1 87.5 Reappointed on
Jun. 11,2018
Independent
Director
Yang, Rui-Long 5 3 62.5 Reappointed on
Jun. 11,2018
Independent
Director
Yu, Chi-Min 7 1 87.5 Reappointed on
Jun. 11,2018
Independent
Director
Lee, Wei-Ming 8 0 100.00 Reappointed on
Jun. 11,2018

Other matters:

  1. The date of the board meeting, the term, the content of the proposals, opinion of all Independent Directors, and the Company's handling of the opinion of Independent Directors shall be recorded under the following circumstances in the operations of the Board of Directors meeting:

  2. (1) Matters referred to in Article 14-3 of the Securities and Exchange Act

Date and
session of the
meetings

Proposals
Independent
Directors'
Opinions

The Company's
handling of the
opinions of the
independent
director
2019.01.15
The 7th
meeting of
the 4th
session
1. The proposal of the investment in an electroplating
plant in Mainland China
None None
2019.03.27
The 8th
meeting of
the 4th
session
1. The 2018 "Internal Audit Compliance System
Attestation".
2. Amendment to the Internal Control System
3. Amendment to the Articles of Association of the
Company
4. Amendment to certain clauses of the "Operational
Procedures for Acquisition and Disposal of Assets"
5. Amendment to certain clauses of the "Operational
Procedures for Loaning of Company Funds"
6. Amendment to certain clauses of the "Operational
Procedures for Endorsements and Guarantees"
7. Stipulation of the "Standard Operating Procedures
for HandlingRequirementsFromtheDirectors"
None None

- 24 -

Date and
session of the
meetings

Proposals
Independent
Directors'
Opinions

The Company's
handling of the
opinions of the
independent
director
8. Amendment to certain clauses of the "Code of
Practice for Corporate Governance"
2019.04.25
The 9th
meeting of
the 4th
session
1. Proposal for setting plant in Philippines
2. Release of Directors from non-compete restrictions
None None
2019.06.17
The 11th
meeting of
the 4th
session
1. Proposal of subsidiary Lemtech Global Solution Co.
Ltd. to increase capital in LemTech Precision
Material (China) Co., Ltd.
2. Proposal of subsidiary Lemtech Cooling System
Limited to invest in Jimao Lemtech Co., Ltd.
3. The Company's provision of guarantee
4. The Company's loaning of funds to others
5. Release of Managers from non-compete restrictions
6. Release of Directors from non-compete restrictions
None None
2019.08.12
The 12th
meeting of
the 4th
session
1. The Company's provision of guarantee None None
2019.11.13
The 13th
meeting of
the 4th
session
1. Proposal of subsidiary Lemtech Technology Limited
to acquire the equities of Aapico Lemtech Co., Ltd.
10%
2. Changes in the capital increase of subsidiary
Lemtech Global Solution Co. Ltd. in LemTech
Precision Material (China) Co., Ltd.
3. Amendment and revision to internal control
measures
4. Release of Managers from non-compete restrictions
5. Release of Directors from non-compete restrictions
6. The Company's provisionofguarantee

None
None
2019.12.19
The 14th
meeting of
the 4th
session
1. 2020 Internal Control Audit Plan
2. Amendment to internal control measures
3. The Company's re-investment in establishing
module company in Mainland China
4. Proposal of the Company to increase capital in
LemtechCooling System Limited
None None
  • (2) Any recorded or written Board resolutions to which independent directors have objections or reservations to be noted in addition to the above: No independent directors hold objections or reservations to the reslutions.

  • For director recusals due to conflicts of interests, name of Directors, proposal, reason for recusal, and participation in vote or not shall be specified:

Date of the Name of recused Proposals Reasons for recusals and voting:

meeting Directors

- 25 -

Date of the
meeting
Proposals Name of recused
Directors

Reasons for recusals and voting:
Apr. 25, 2019 Release of
Directors from
non-compete
restrictions

Hsu, Chi-Feng
Chan Kim Seng
Maurice
According to provisions of Article 206 of the
Company Act, except the Chairman Hsu,
Chi-Feng and Vice Chairman Chan Kim
Seng Maurice who are not allowed to vote,
other Directors attending the meeting voted
for approval.
Jun. 17, 2019 Release of
Managers
from
non-compete
restrictions
Hsu, Chi-Feng According to provisions of Article 206 of the
Company Act, except the chairman Hsu,
Chi-Feng who is not allowed to vote, other
Directors attending the meeting voted for
approval.
Jun. 17, 2019 Release of
Directors from
non-compete
restrictions

Hsu, Chi-Feng
Chan Kim Seng
Maurice
Ye, Hang
According to provisions of Article 206 of the
Company Act, except the chairman Hsu,
Chi-Feng, vice chairman Chan Kim Seng
Maurice, director Ye, Hang who are not
allowed to vote, other Directors attending
the meetingvote for approval.
Nov. 13, 2019 Release of
Managers
from
non-compete
restrictions
Hsu, Chi-Feng According to provisions of Article 206 of the
Company Act, except the chairman Hsu,
Chi-Feng who is not allowed to vote, other
Directors attending the meeting voted for
approval.
Nov. 13, 2019 Release of
Directors from
non-compete
restrictions

Hsu, Chi-Feng
Chan Kim Seng
Maurice
Ye, Hang
According to provisions of Article 206 of the
Company Act, except the chairman Hsu,
Chi-Feng, vice chairman Chan Kim Seng
Maurice, director Ye, Hang who are not
allowed to vote, other Directors attending
the meetingvote for approval.
  1. TWSE/TPEx Listed Companies shall disclose the information on the evaluation cycle and period, evaluation scope, methods and evaluation contents of Board of Directors' self (or peer) evaluation, and fill in the following table "Implementation of Board of Directors Evaluation".

Implementation of Board of Directors Evaluation

Frequency Period Scope Method Content
Executed
every year
Jan. 1, 2019 to
Dec. 31, 2019
Directors,
Board of
Directors and
functional
committees
Self-evaluation of Directors is
adopted; The Board of
Directors and functional
committees will be evaluated
by the Board of Directors
secretaryoffice.
Please see the
following for
detailed
information.
  • (1) Self-evaluation of individual Board members: Knowledge about the Company's objectives and tasks, the understanding of director duties, the participation in the Company's operations, the internal relationship management and communication, the professional training and further study of Directors and internal control.

  • (2) Board performance evaluation: Participation in the Company's operations, improvement of the quality of board decisions, board composition and

- 26 -

structure, selection and continuing education of directors, and internal control.

  • (3) Performance evaluation of functional committees: Participation in the Company's operation, the understanding of the duties of the functional committee, improvement of the decision-making quality of the functional committee, composition of the functional committee, selection of its members, and internal control.

  • Objectives for strengthening the functions of the Board of Directors in the current year and the most recent year (e.g. setting up an audit committee, improving information transparency, etc.) and evaluation of implementation: In order to improve corporate governance and strengthen the relevant functions of the Board of Directors, the Company has set up an audit Committee and a Salary and Remuneration Committee. For implementation status, please refer to [Corporate Governance Operation Status] and [Differences with the Code of Practice on Corporate Governance on TWSE/TPEx Listed Companies and Reasons for Such Differences], and has formulated [Measures for Performance Evaluation of the Board of Directors and Functional Committees] to establish a good governance system for Board of Directors of the Company, perfect supervision and strengthen functions of the Board of Directors.

(II) Operations of Audit Committee:

A total of 8 meetings of the Audit Committee were held in 2019. The attendance of Inde endent Directors is as follows: p

Title Name Time of Attendance
in Person

By proxy
Attendance
Rate(%)

Remarks
Independent Director
(Convener)
Yang, Rui-Long 7 1 87.5 Reappointed on
Jun. 11,2018
Independent Director Yu, Chi-Min 7 1 87.5 Reappointed on
Jun. 11,2018
Independent Director Lee, Wei-Ming 8 0 100.00 Reappointed on
Jun. 11,2018

Other matters:

  1. With regard to the operation of the Audit Committee, if any of the following circumstances occur, the dates, terms of the meetings, contents of motions, all Audit Committee resolutions, and the Company's handling of such resolutions shall be specified.

  2. (1) Items listed in Article 14-5 of the Securities and Exchange Act:

Board of
Directors
Proposals Resolution
of the Audit
Committee

The Company's
response to the
comments of
the Audit
Committee
2019.01.15
The 7th
meeting of the
4thsession

1. The proposal of the investment in an electroplating
plant in Mainland China
All audit
members
approved
None
2019.03.27 1. The 2018 "Internal Audit Compliance System All audit None

- 27 -

Board of
Directors
Proposals Resolution
of the Audit
Committee

The Company's
response to the
comments of
the Audit
Committee
The 8th
meeting of the
4th session

Attestation".
2. Amendment to the Internal Control System
3. 2018 Business Report and Consolidated Financial
Statements
4. Amendment to the Articles of Association of the
Company
5. Amendment to certain clauses of the "Operational
Procedures for Acquisition and Disposal of Assets"
6. Amendment to certain clauses of the "Operational
Procedures for Loaning of Company Funds"
7. Amendment to certain clauses of the "Operational
Procedures for Endorsements and Guarantees"
8. Formation of the "Standard Operating Procedures
for Handling Requirements From the Directors"
9. Amendment to certain clauses of the "Code of
Practice onCorporate Governance"
members
approved
2019.04.25
The 9th
meeting of the
4th session

1. Report on the consolidated financial statement of
the first quarter in 2019
2. Proposal of setting plants in Philippines
3. Release of Directors from non-compete restrictions
All audit
members
approved
None
2019.06.17
The 11th
meeting of the
4th session

1. Proposal of subsidiary Lemtech Global Solution Co.
Ltd. to increase capital in LemTech Precision
Material (China) Co., Ltd.
2. Proposal of subsidiary Lemtech Cooling System
Limited to invest in Jimao Lemtech Co., Ltd.
3. The Company's provision of guarantee
4. The Company's loaning of funds to others
5. Release of Managers from non-compete restrictions
6. Release of Directorsfrom non-competerestrictions

All audit
members
approved
None
2019.08.12
The 12th
meeting of the
4thsession

1. Report on the consolidated financial statement of
the second quarter in 2019
2. The Company’s provision of guarantee
All audit
members
approved
None
2019.11.13
The 13th
meeting of the
4th session

1. Report on the consolidated financial statement of
the third quarter in 2019
2. Proposal of subsidiary Lemtech Technology
Limited to acquire the equities of Aapico Lemtech
Co., Ltd. 10%
3. Changes in the capital increase of subsidiary
Lemtech Global Solution Co. Ltd. in LemTech
Precision Material (China) Co., Ltd.
4. Amendment and revision to internal control
measures
5. Release of Managers from non-compete restrictions
6. Release of Directors from non-compete restrictions
7. The Company’sprovision ofguarantee
All audit
members
approved
None

- 28 -

Board of
Directors
Proposals Resolution
of the Audit
Committee

The Company's
response to the
comments of
the Audit
Committee
2019.12.19
The 14th
meeting of the
4th session

1. 2020 Internal Control Audit Plan
2. Amendment to internal control measures
3. The Company's re-investment in establishing
module company in Mainland China
4. Proposal of the Company to increase capital in
LemtechCooling System Limited
All audit
members
approved
None
  - (2) Except for the previous matters, other matters that have not been approved by the Audit Committee but have been approved by more than two-thirds of all Directors: The Company has no matter that had not approved by the Audit Committee but been approved by more than two-thirds of all Directors.
  1. Regarding recusals of independent directors due to conflicts of interests: The Company does not have any circumstances under which Independent Directors should withdraw from a proposal due to conflicts of interests.

  2. Communication between Independent Directors and Internal Audit Supervisors and Accountants (communication on material matters, methods and results of the Company's financial and business conditions, etc.): The Company's internal audit supervisor regularly conducts audit reports and discussions with the members of the Audit Committee. Members of the Audit Committee and the Internal Audit Supervisor have a good communication. The Company's certified public accountants communicate with the members of the Audit Committee on the results of the audit or review of the financial statements and other matters required by relevant laws and regulations. The members of the Audit Committee of the Company and the certified public accountants have a good communication.

  3. (III) Corporate Governance Implementation Status and Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof:

Thereof:
Evaluation items Operating status Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
reasons thereof
Yes No
Description
I. Does the Company establish and
disclose its Corporate
Governance Best-Practice
Principles based on the
Corporate Governance
Best-Practice Principles for
TWSE/TPEx Listed Companies?
The Company has formulated and
disclosed the "Code of Practice on
Corporate Governance of the
Company" on the Company's
website and public information
observation station in accordance
with the "Code of Practice on
Corporate Governance on
TWSE/TPEx Listed Companies".
No deviation

- 29 -

Evaluation items Operating status Operating status Operating status Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
reasons thereof
Yes No
Description
II. Shareholding structure &
shareholders' rights
(I) Has the Company
established internal
operating procedures to deal
with shareholders'
suggestions, doubts,
disputes and litigation, and
does the Company
implement the procedures in
accordance with the
procedure?
(II) Does the Company possess a
list of its major shareholders
with controlling power as
well as the ultimate owners
of those major shareholders?
(III) Has the Company
established, and does it
execute, a risk management
and firewall system within
its affiliated companies?
(IV) Has the Company
established internal rules
against insiders using
undisclosed information to
trade with marketable




(I)
The Company has appointed a
special stock affairs agency to
handle stock affairs, and has
formulated "Procedures for
Spokesmen and Acting
Spokesmen" on spokesmen and
acting spokesmen’s handling of
shareholder proposals.
(II) The Company has mastered the
list of major shareholders who
actually control the Company
and the final controllers of the
major shareholders, and
regularly tracks and
understands them when
reporting monthly equity
changes.
(III) In addition to the provisions of
the FSC's "Guidelines for the
Establishment of Internal
Control Systems for Publicly
Issued Companies" and "Code
of Practice on Corporate
Governance for TWSE/TPEx
Listed Companies", the
Company has also formulated
"Supervision and Management
of Subsidiaries" and "Related
Party Transaction
Management" to form a risk
control mechanism. Asset
management among the related
enterprises is independent, and
the risk control mechanism and
firewall mechanism are
implemented accordingly.
(IV) The Company has formulated
the "Procedures for
Management of Internal
Material Information
Processingand Prevention of






No deviation

- 30 -

Evaluation items Operating status Operating status Operating status Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
reasons thereof
Yes No
Description
securities? Insider Trading" stipulating
that no one shall not use the
undisclosed information
he/she knows to engage in
insider trading or disclose it to
others, so as to prevent others
from using the undisclosed
information to engage in
insider trading.
III. Composition and
responsibilities of the Board of
Directors
(I)
Has the Board developed,
and does it implement, a
diversity policy for the
composition of its
members?
(II) In addition to the
legally-required Salary
and Remuneration
Committee and Audit
Committee, has the
Company voluntarily
established other
functional committees?
(III) Has the Companyset up
(I)
The Company has formulated
the [Code of Practice on
Corporate Governance] and
disclosed the diversification
policy on the Company's
website and public information
observation station. Directors
Hsu, Chi-Feng, Chan Kim Seng
Maurice, Ye, Hang and Tan,
Yong have experience in
operation management and
actual operation management.
Independent Director Lee,
Wei-Ming has the professional
knowledge on financial
planning and financial report
review. Independent Director
Yu, Chi-Min has the
professional knowledge on
e-Commerce Law. Yang,
Rui-Long, an independent
director, has the professional
knowledge on overall
economics.
(II) The Company has set up a
Salary and Remuneration
Committee and an Audit
Committee, without any other
functional committees for the
time being, which might be set
up as appropriate in the future.
(III) The Companyhaspassed a
No deviation

- 31 -

Evaluation items Operating status Operating status Operating status Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
reasons thereof
Yes No
Description
any method and form for
performance evaluation of
Board of Directors,
conduct performance
evaluation on an annual
and regular basis, and
report the results of the
performance evaluation to
the Board of Directors and
apply them to the
remuneration of
individual Directors and
the reference for
nomination for renewal?
(IV) Does the Company
regularly evaluate the
independence of the
CPAs?


resolution of the Board of
Directors on Nov. 13, 2019 to set
out the [Performance Evaluation
Measures for the Board of
Directors and Functional
Committees]. The evaluation
method adopts self-evaluation of
Directors, and the Board of
Directors and functional
committees are evaluated by the
Secretary Office of the Board of
Directors. The results of the 2019
performance evaluation of the
Board of Directors and
Functional Committees have
been submitted to the Board of
Directors on Mar. 25, 2020.
(IV) The Company regularly
evaluates the independence and
competency of certified public
accountants. The certified
public accountants and certified
public accountants elected by
the Company have no interest
in the Company and strictly
observe independence and have
not served as Directors or
Independent Directors or
managers of the Company, who
are not shareholders of the
Company, and have not paid
salaries in the Company.
Moreover, the same certified
public accountant has not been
appointed for seven consecutive
years, so the independence of
the certified public accountant
is in conformitywith the law.



IV. Are TWSE/TPEx Listed
Companies provided with
competent and appropriate
number of corporate
governance personnel, has a
corporate governance
supervisor been appointed to
The Company designates the
management department to be
concurrently responsible for
corporate governance and corporate
governance-related affairs, including
providing the information required
byDirectors to carryout business,

No deviation

- 32 -

Evaluation items Operating status Operating status Operating status Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
reasons thereof
Yes No
Description
be responsible for corporate
governance-related affairs
(including but not limited to
providing the information
required by Directors and
supervisors to carry out
business, assisting Directors
and supervisors to comply
with laws and regulations,
handling relevant matters of
Board of Directors and
shareholders' meeting
according to law, and making
minutes of Board of Directors
and shareholders' meeting,
etc.)?
handling relevant matters of Board
of Directors and shareholders'
meeting according to law, handling
company registration and change
registration, making minutes of
Board of Directors and shareholders'
meeting, etc. Although the Company
has not yet reached the mandatory
standard for setting up a corporate
governance supervisor, the
Company has planned to set up a
corporate governance supervisor.

V.
Has the Company established
a communication channel with
stakeholders (including but not
limited to shareholders,
employees, customers, and
suppliers)? Has a stakeholders'
area been established in the
Company's website? Are major
Corporate Social Responsibility
(CSR) topics that the
stakeholders are concerned
with addressed appropriately
bythe Company?



The Company has a spokesman
system and a "special section for
interested parties" on the Company's
website. interested parties can
contact the Company by telephone,
letter, fax and e-mail if necessary.

No deviation
VI. Has the Company appointed a
professional shareholder
service agency to deal with
shareholder affairs?
The Company has appointed [CTBC
Bank Agency Department] to be
responsible for handling stock
affairs.
No deviation
VII. Information disclosure
(I)
Has the Company
established a website to
disclose information on
financial operations and
corporate governance?
(I)
The Company has set up
websites in both Chinese and
English, which disclose
financial, business, and
corporate governance
information. The website:
http://www.lemtech.com, with
designated personnel
maintaining and updating the
website information.

No deviation

- 33 -

Evaluation items Operating status Operating status Operating status Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
reasons thereof
Yes No
Description
(II) Does the Company have
other information
disclosure channels (e.g.,
setting up an English
website, appointing
designated people to
handle information
collection and disclosure,
creating a spokesman
system, and webcasting
investor conferences)?
(III) The Company is advised
to publish and report its
annual financial report
within two months after
the end of a fiscal year,
and publish and report its
financial reports for the
first, second and third
quarters as well as its
operating status for each
month before the specified
deadline.
(II) The Company has established
"Operating Procedures for
Spokesmen and Acting
Spokesmen", the relevant
questions shall be answered by
the spokesmen or acting
spokesmen, and the relevant
business departments shall be
responsible for the collection
and disclosure of company
information; The information of
the legal person explanation
meeting has been placed on the
Company's website for
investors' reference; the
Company enters the latest
financial and business
information about the
Company on the designated
information reporting website
in accordance with the laws and
regulations.
(III) The Company shall report the
financial reports for the first,
second and third quarters and
the operating conditions for
each month in accordance with
the provisions of "Business
Matters to be Carried out by
Listed Securities Issuers".

VIII. Is there any other important
information to facilitate a
better understanding of the
Company' s corporate
governance practices
(including but not limited to
employee rights, employee
wellness, investor relations,
supplier relations, stakeholder
rights, Directors' and
supervisors' trainingrecords,
1. Employee benefits: The Company
is governed by the labor laws of
various countries. Please refer to
page 109 to 112 of this annual
report for other employee welfare
measures, retirement system,
further education and various
employee rights and interests.
2. Employee Care: In order to
facilitate communication with
employees,the Company
No deviation

- 34 -

Evaluation items Operating status Operating status Operating status Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
reasons thereof
Yes No
Description
implementation of risk
management policies and risk
evaluation measures,
implementation of customer
policies, and participation in
liability insurance by Directors
and supervisors)?
provides diversified
communication channels to
ensure real-time transmission and
transparency of information and
to allow employees to fully
express their suggestions to the
Company as the basis for
improvement of various
measures.
3. Investor relations: The Company
attaches great importance to the
rights and interests of investors.
In addition to announcing the
information on MOPS designated
by the competent authority in
accordance with relevant
regulations, the Company also
places relevant information on the
Company's website.
4. Rights of interested parties: In
order to protect the rights of
interested parties, the Company
has set up spokesmen and deputy
spokesmen to respond to
investors' questions and handle
them properly in good faith and
with a responsible attitude.
5. Implementation of risk
management policies and risk
assessment standards: The
Company has established various
internal regulations and
conducted various risk
management and assessment in
accordance with law and
regulations.
6. Implementation of customer
policies: In order to provide
all-round service and protection
to customers, the Company
communicates with customers in
real time to understand their
needs in response to customer
complaints, so as to facilitate the
interaction between the Company

- 35 -

Evaluation items Operating status Operating status Operating status Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
reasons thereof
Yes No
Description
and customers, and conduct
meeting review and improvement
within the Company.
7. Directors or supervisors' further
education: The status of Director
and Supervisor further education
is stated in the following table and
has been announced on MOPS.
8. The Company purchases liability
insurance for Directors and
supervisors: The Board of
Directors of the Company
purchased the insurance for
Directors and managers on Mar.
25, 2020, with the insured amount
of US$3 million.

IX. Please provide information on the status of improvement regarding the results of Corporate
Governance evaluation published by the TWSE Corporate Governance Center in the most recent
year. For improvements that are yet to be implemented, state the areas and policies the
Company has set as a priority for improvement:
The evaluation result of the company in 2019 is 66~80% of the overall evaluation companies. The
matters yet to be improved include: implementing the diversification policy of the Board of
Directors, setting up the corporate governance director, promoting and implementing concrete
plan of corporate social responsibility, and preparing the corporate social responsibility report.

- 36 -

Schedule. Directors or Su ervisors' Further Education: p

Title Name Training
date
Organizer Course Hours
of
Courses
Chairman Hsu, Chi-Feng Dec. 19, 2019
and
Dec. 20, 2019
Taiwan
Corporate
Governance
Association
Director and Supervisor
Complete Strategy on
Information Security and the
Impact of Sino-US Trade War
on Taiwan-funded Enterprises
and Countermeasures
6
Vice
chairman
Chan Kim Seng
Maurice
Director Ye, Hang
Director Tan, Yong
Independent
Director

Yang,
Rui-Long
Independent
Director

Yu, Chi-Min
Apr. 19,
2019
Taiwan
Corporate
Governance
Association
Financial Technology and
Financial Supervision Practice
and Case Study
3
Sep. 06, 2019
Taiwan
Corporate
Governance
Association
Trend and Risk Management
for Digital Technology and
Artificial Intelligence
3
Oct. 25, 2019
Securities and
Futures
Institute
2019 The prevention of insider
trading seminar
3
Independent
Director

Lee, Wei-Ming
Sep. 20, 2019
Taiwan
Corporate
Governance
Association
The Influence of Economic
Substantive Law and Global
Anti-tax Avoidance on
Corporate Governance from the
Perspective of Directors and
Supervisors

3
Nov. 1, 2019 Critical Audit Matters and
Countermeasures that the
Board of Directors Shall
Understand
3

- 37 -

  • (IV) If the Company has set up a Salary and Remuneration Committee, it shall disclose its composition, responsibilities and operation: 1. Information on Members of Salar and Remuneration Committee y
Identity Qualification
Name
Meets one of the following professional qualifications, with at least five years of work
experience
Meets one of the following professional qualifications, with at least five years of work
experience
Meets one of the following professional qualifications, with at least five years of work
experience
Status of Independence (Note 1) Status of Independence (Note 1) Status of Independence (Note 1) Status of Independence (Note 1) Status of Independence (Note 1) Status of Independence (Note 1) Status of Independence (Note 1) Status of Independence (Note 1) Status of Independence (Note 1) Status of Independence (Note 1) Number of other
public companies
where the
individual
concurrently
serves as a
member of Salary
and Remuneration
Committee

Remarks
An instructor or higher position
in a department of commerce,
law, finance, accounting, or
other academic department
related to the business needs of
the Company in a public or
private junior college, college or
university


A judge, public prosecutor,
attorney, Certified Public
Accountant, or other professional or
technical specialist who has passed
a national examination and has
been awarded a certificate in a
profession necessary for the
business of the company

Has work experience
in the areas of
commerce, law,
finance, or
accounting, or
otherwise necessary
for the business of
the Company
1 2 3 4 5 6 7 8 9 10
Independent
Director
Yang, Rui-Long 0
Independent
Director
Yu, Chi-Min 0
Independent
Director
Lee, Wei-Ming 0

Note 1: Please tick "" for the conditions if the Members who meet the below-mentioned conditions in two years prior to the nomination and during his/her term of service.

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

  • (2) Not serving as a Director or Supervisor of the Corporation or any related companies (this does not apply in cases where the person is an Independent Director of the Company, its parent or subsidiary established in pursuant to this law or local laws).

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

  • (4) Not the managers listed in (1) or spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship listed in (2) and (3).

  • (5) Not a director, supervisor or employee of corporate shareholders who directly hold more than 5% of the total number of issued shares of the Company, rank top five in shareholding, or appoint a representative as a director or supervisor of the Company in accordance with Article 27-1 or 27-2 of the Company Act (Independent Directors of the Company and its parent company, subsidiary company or subsidiary company of the same parent company established in accordance with this Act or local laws shall not be subject to the provisions).

  • (6) Not concurrently a supervisor or employee of other companies controlled by the same person who serves as the director or holds more than half of voting shares of the Company (Independent Directors of the Company or its parent company, subsidiaries or subsidiaries of the same parent company established in accordance with this Act or local laws shall not be subject to this provision).

  • (7) Not a director (member), supervisor or employees of other companies or institutions for a person or spouse serving as the chairman, general manager or equivalent post of the Company (Independent Directors set up by the Company and its parent company, subsidiary company or subsidiary company of the same parent company in accordance with this Act or local laws shall not be subject to this provision).

  • (8) Not a director (member), supervisor, manager or shareholder holding more than 5% of the shares of a specific company or institution that has financial or business dealings with the Company (however, any specific company or institution holding more than 20% and less than 50% of the total number of issued shares of the Company and the directors concurrently serve as independent directors set up by the Company and its parent company, subsidiary company or subsidiary company of the same parent company in accordance with this Law or local laws shall not be subject to this provision).

  • (9) Not a professional, proprietorship, partnership, business owner of a firm or institution, partner, director (member), supervisor, manager and spouse of any of the above who provide commercial, legal, financial, accounting and other related services for the Company or its affiliated enterprises or had obtained no more than NT$ 500,000 cumulative remuneration in the past two years. However, members of the salary and remuneration committee, public acquisition review committee, or the special committee of merger and acquisition who perform their functions and powers in accordance with the provisions of the Act or Business Mergers and Acquisitions Act and other relevant regulations shall not be subject to this provision.

  • (10) No condition defined in Article 30 of the Company Act has appeared.

- 38 -

  1. Responsibility of the Salary and Remuneration Committee

  2. (1) The Company's Salary and Remuneration Committee shall exercise the care of a prudent manager to fulfill the following duties, and offer recommendations for discussion by the Board of Directors:

    • a. Establishes and periodically reviews compensation policies, system, standards, and structure, as well as the performance evaluation of Directors and managers.

    • b. Periodically evaluates and establishes compensations and pays for Directors and managers.

  3. (2) The Company's Salary and Remuneration Committee shall perform the duties in preceding paragraph in accordance with the following principles:

    • a. The Directors' and manager' performance evaluation and remuneration should refer to the general standards in the sector and take into account the reasonable connection to individual performance, management performance, and future risks.

    • b. Directors and managers shall not be encouraged to engage in risky behaviors unacceptable to the Company for the pursuit of remuneration.

    • c. The proportion of dividends for Directors and senior managers for short-term performance and the timing of issuing variable pay shall be determined based on the characteristics of a given sector and the nature of the Company's business.

  4. Information on Operation of Salary and Remuneration Committee

  5. (1) The Company's Salary and Remuneration Committee is comprised of three members.

  6. (2) Service term for members of the current committee: From Aug. 9, 2018 to Jun, 10, 2021, the Salary and Remuneration Committee convened three meetings in 2019. The following outlines the qualifications of the committee members and attendance:

Title Name Time of Attendance
in Person

By
proxy
Attendance
Rate(%)
Remarks
Independent Director
(Convener)

Yu, Chi-Min
2 0 100.00 Reappointed on
Aug. 9,2018
Independent Director Lee, Wei-Ming 2 0 100.00 Reappointed on
Aug. 9,2018
Independent Director Yang, Rui-Long
2
0 100.00 Reappointed on
Aug. 9,2018

Other matters:

  • I. If the Board of Directors does not adopt or wishes to amend the proposals of the Salary and Remuneration Committee, please state the date and session of the Board meeting, proposals, resolutions from the Board of Directors, and handling of the Salary and Remuneration Committee's opinions (such as the difference between the salary and remuneration approved by the Board of Directors and those proposed by the Salary and Remuneration Committee and the reason): None.

  • II. Where resolutions of the Salary and Remuneration Committee include dissenting or qualified opinion which is on record or stated in a written statement, the date, session, contents discussed, opinions from every member, and disposition of the members' opinions shall be described in detail: None

- 39 -

(V) Implementation of Corporate Social Responsibility and Deviations from "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" and Reasons Thereof

Thereof
Evaluation items Operating status Deviations from
the Corporate
Social
Responsibility
Best Practice
Principles for
TWSE/TPEx
Listed
Companies and
reasons thereof
Yes No
Description
I. Has the Company assessed the
environmental, social, and
corporate governance risks
related to its operations based
on the principle of materiality
and established related risk
management policies or
strategies?
The Company has formulated the
"Corporate Social Responsibility Code
of Practice" and set up a unit to be
concurrently responsible for the
proposal and execution of social
responsibility, systems and relevant
management policies and specific
promotion plans; the Company has
conducted risk assessment on
environmental, social and corporate
governance issues related to the
Company's operations, and has
established an environmental
management and safety management
system to effectively identify relevant
risks and implement control.

No deviation
II. Does the Company establish an
exclusively (or part-time)
dedicated unit for promoting
Corporate Social
Responsibility? Is the unit
authorized by the Board of
Directors to implement CSR
activities at the executive level?
Does the unit report the
progress of such activities to
the Board of Directors?
The Company designated the
Management Department to be
responsible for promoting corporate
social responsibility, and the Board of
Directors authorized senior
management to deal with it, and
reported the situation to the Board of
Directors.
No deviation
III. Environmental Issues
(I) Has the Company
established environmental
management systems proper
to its industry's
characteristics?

(I) The Company passed the
Environmental Management
System Certification (ISO 14001
2015) on Apr. 29, 2014, with a
validity period from Apr. 29, 2017
to Apr. 28, 2020. At present, due
to the impact of the global new
coronavirus epidemic, the validity
period of the certificate is
extended to Oct. 29, 2020, and the
Company will handle it according
to the above environmental



No deviation

- 40 -

Evaluation items Operating status Operating status Operating status Deviations from
the Corporate
Social
Responsibility
Best Practice
Principles for
TWSE/TPEx
Listed
Companies and
reasons thereof
Yes No
Description
(II) Does the Company
endeavor to utilize all
resources more efficiently
and use renewable
materials that have low
impact on the
environment?
(III) Has the Company assessed
the potential risks and
opportunities arising from
climate change at present
and in the future and taken
related countermeasures?
(IV) Has the Company the
calculated the greenhouse
gas emissions, water
consumption, and total
weight of waste over the
past two years and
established the policies
with regard to energy
conservation and carbon
reduction, greenhouse gas
reductions, water
consumption, and waste
management?

management system.
(II) The Company has established
provisions on conflict material
management in "Conflict Mineral
Control Procedures".
(III) During the factory construction
process, the Company will
provide an air compressor heat
energy recovery system for
heating in workshops in winter
and effectively reducing energy
consumption. In summer, the
Company advocates air
conditioning temperature control,
so as to make rational use of
energy; the Company also
advocates water conservation,
electricity consumption and
paperless operation to achieve the
goal of energy conservation and
carbon reduction.
(IV) The Company has formulated
energy control procedures to
effectively control the rational use
of water, electricity and gas, and
to avoid waste reduction. In
addition, the Company has also
added an air compressor heat
energy recovery system to supply
heating for some workshops in
winter, so as to effectively reduce
energy consumption.


IV. Social Issues
(I) Has the Company
formulated management
policies and procedures
following relevant
regulations and
international human rights
(I) The Group attaches great
importance to the rights and
interests of all its employees, and
abides by the labor laws and
regulations of various operating
countries,and has established
No deviation

- 41 -

Evaluation items Operating status Operating status Operating status Deviations from
the Corporate
Social
Responsibility
Best Practice
Principles for
TWSE/TPEx
Listed
Companies and
reasons thereof
Yes No
Description
treaties?
(II) Does the Company
establish and deliver
reasonable employee
welfare programs
(including salary,
compensated absences, and
other benefits) and adjust
employee compensation in
relation to business
performance?
(III) Does the Company
provide a healthy and safe
work environment, and
does it organize health and
safety training for its
employees on a regular
basis?
(IV) Has the Company
established effective career
development and training
plans for its employees?

"Procedures for the Management
of Business Conduct and Ethical
Standards".
(II) The Company has formulated
"Salary Management Rules" and
"Employee Handbook" to clarify
issues such as salary, performance,
various benefits and rewards and
punishment systems, and regularly
make corresponding adjustments
in accordance with relevant laws
and market demands. The Group
provides employees with leave in
accordance with local national
laws and regulations of each
subsidiary, and various gift
subsidies. In addition, to enhance
understanding and integration
among employees, the Group
organizes various cultural and
self-organized activities and other
employee welfare measures. If the
Company makes profits, it will
share the operating results with its
employees in accordance with the
Company's dividend policy.
(III) The Company has provided a
safe and healthy working
environment for its employees,
and has formulated "Processing
Safety Operation Guidelines" and
"Safety Management Measures" to
track and improve work-related
accidents and provide or subsidize
health checks for employees.
(IV) The Company has established an
"Annual Training Plan" to enhance
the personal accomplishment and
professional ability of employees
through systematic training and
adopt a rotation system to cultivate
certain personnel and explore their
personal expertise and make
correspondingadjustments to their




- 42 -

Evaluation items Operating status Operating status Operating status Deviations from
the Corporate
Social
Responsibility
Best Practice
Principles for
TWSE/TPEx
Listed
Companies and
reasons thereof
Yes No
Description
(V) Has the Company
followed relevant laws,
regulations and
international guidelines for
the customer health and
safety, customer privacy,
and marketing and
labeling of its products
and services and
established related
consumer protection
policies and grievance
procedures?
(VI) Has the Company
established the supplier
management policies
requesting suppliers to
comply with laws and
regulations related to
environmental protection,
occupational safety and
health or labor rights and
supervised their
compliance?
careers.
(V) The Company has established a
"Management Procedure for
Customer Information" to
effectively control customer
information and establish a
[Customer Complaint and Return
Control Procedure] in accordance
with customer requirements. As
the Company is a component
manufacturer whose products are
not directly facing consumers, no
consumer rights policy for it has
been formulated.
(VI) The Company has established a
"Management Procedure for
Relevant Parties" and requires
suppliers to provide raw materials
free of harmful substances. The
Company has signed an EICC
commitment letter for suppliers,
clearly specifying that their
internal management should
conform to relevant policies and
regulations of environmental
protection,safetyand EICC.
V. Did the Company, following
internationally recognized
guidelines, prepare and publish
reports such as its Corporate
Social Responsibility report to
disclose non-financial
information of the Company?
Has the Company received
assurance or certification of the
aforesaid reports from a third
partyaccreditation institution?
At present the Company does not
have any corporate social
responsibility reportage.
Related matters
are still being
planned
VI. If the Company has established the corporate social responsibility best practice principles
based on the "Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed
Companies", please describe any discrepancy between the Principles and their
implementation:
The Company has formulated the "Corporate Social Responsibility Code of Practice" and the
management team has followed it to implement the operation and promotion of corporate
social responsibility. There is no significant deviation.

- 43 -

Evaluation items Operating status Operating status Operating status Deviations from
the Corporate
Social
Responsibility
Best Practice
Principles for
TWSE/TPEx
Listed
Companies and
reasons thereof
Yes No
Description
VII. Other important information to facilitate better understanding of the Company's Corporate
Social Responsibility practices:
(I)
Human rights: The Company attaches great importance to human rights and ensures all
individuals enjoy equal rights to work regardless of race, sex and age and provide them
with opportunities for free expression and development.
(II) Safety and hygiene: With zero disaster as the goal, the Company is committed to the
promotion of safety and health policies and continuous improvement of process and
operating environment, aiming at the goal of occupational safety and health through
joint efforts of all employees.
(III) Staff Health Care: The Company carries out health checks for employees to let them
know their health status on a regularly basis, so that they can protect and strengthen
their physical and mental health. In order to control the actual working environment of
employees and assess the exposure of hazardous factors in the workplace, the Company
regularly carries out work environment inspection to improve the workplace
environment.

- 44 -

  • (VI) The performance of the Ethical Corporate Management and Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Com anies and reasons thereof p
Evaluation items Operating status Operating status Operating status Deviations from
the Ethical
Corporate
Management Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons thereof
Yes No
Description
I. Establishment of ethical corporate
management policies and programs
(I) Has the Company established
the ethical corporate
management policies approved
by the Board of Directors and
specified in its rules and external
documents the ethical corporate
management policies and
practices and the commitment of
the Board of Directors and senior
management to rigorous and
thorough implementation of
such policies?
(II) Has the Company established a
risk assessment mechanism
against unethical conduct,
analyze and assess on a regular
basis business activities within
its business scope which are at a
higher risk of being involved in
unethical conduct, and establish
prevention programs
accordingly, which shall at least
include the preventive measures
specified in Paragraph 2, Article
7 of the "Code of Good Faith
Operation of TWSE/TPEx
Listed Companies"?
(III) Has the Company specified in
its prevention programs the
operating procedures,
guidelines, punishments for
violations, and a grievance
system and implemented them
and review the prevention
programs on a regular basis?


(I) The Company has clearly set
out the principles and
procedures of honest operation
in its "Operating Procedures
and Conduct Guidelines for
Honest Business". The Board of
Directors and management will
regard honesty as the
Company's operating
philosophy.
(II) The Company has formulated
the "Operating Procedures and
Conduct Guidelines for Honest
Business" and specifically
regulated the handling
procedures for how relevant
personnel of the Company
prevent dishonest behaviors
and violations.
(III) The Company has clearly
defined the operating
procedures, guidelines for
conduct, disciplinary and
complaint systems for any
violation against the [Operating
Procedures and Conduct
Guidelines for Honest Business]
and encourages employees to
report any violations of laws or
ethical codes of conduct. the
Company will timely advocate
relevantpersonnel with high



No deviation

- 45 -

Evaluation items Operating status Operating status Operating status Deviations from
the Ethical
Corporate
Management Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons thereof
Deviations from
the Ethical
Corporate
Management Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons thereof
Yes No
Description
risk of dishonest conduct
within the business scope to
prevent the occurrence of
dishonest conduct.
II. Fulfillment of Ethical Corporate
Management
(I) Does the Company evaluate
business partners' ethical
records and include
ethics-related clauses in
business contracts?
(II) Has the Company set up a
dedicated unit under the
Board of Directors to promote
ethical corporate management
and regularly (at least once
every year) report to the Board
of Directors the
implementation of the ethical
corporate management
policies and prevention
programs against unethical
conduct?
(III) Has the Company established
policies to prevent conflicts of
interests, provided proper
channels of appeal, and
enforced these policies and
channels accordingly?
(IV) Has the Company established
effective accounting systems
and internal control systems to
implement ethical corporate
management and had its
internal audit unit, based on
the results of assessment of the
risk of involvement in
unethical conduct, devise
relevant audit plans and audit
the compliance with the
preventionprograms



(I) The Company evaluates the
integrity records of the
cooperative manufacturers or
customers and specify the
relevant contents and
precautions of integrity
transactions in the commercial
contracts.
(II) The Company appoints the
management department to be
concurrently responsible for
promoting the integrity of the
enterprise, revising and
implementing these operating
procedures and guidelines, and
reporting regularly to the
chairman of the board.
(III) The Company has formulated
policies to prevent conflicts of
interest, provided appropriate
reporting channels in the
"Operating Procedures and
Conduct Guidelines for Honest
Business" and has
implemented them.
(IV) In order to ensure the
implementation of ethical
corporate management, the
Company has established an
effective accounting system
and internal control system,
and internal auditors regularly
check the compliance of
various systems.

No deviation

- 46 -

Evaluation items Operating status Operating status Operating status Deviations from
the Ethical
Corporate
Management Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons thereof



No deviation
No deviation
Yes No
Description
accordingly or entrusted a
CPA to conduct the audit?
(V) Does the Company regularly
hold internal and external
educational training on ethical
corporate management?
(V) The Company conducts
education courses on integrity
management from time to time.
III. Status of enforcing whistle-blowing
systems in the Company
(I) Has the Company established a
concrete whistleblowing and
rewarding system, and set up
accessible methods for
whistleblowers, and designate
appropriate and dedicated
personnel to investigate the
accused?
(II) Has the Company established
the standard operating
procedures for investigating
reported misconduct,
follow-up measures to be
adopted after the investigation,
and related confidentiality
mechanisms?
(III) Does the Company take any
measures to protect
whistleblowers so that they are
safe from mishandling?




(I) The Company has
incorporated integrity
management into its staff
performance appraisal and
human resources policies, and
has established a clear and
effective reward and
punishment and complaint
system. The reporting and
accepting units are the
Management Department and
the Auditing Office.
(II) The Company has established
standard operating procedures
for the investigation of
reported matters, follow-up
measures to be taken after the
investigation is completed,
and relevant confidentiality
mechanisms in the "Operating
Procedures and Conduct
Guidelines for Honest
Business".
(III) The Company personnel
handling whistle-blowing
matters shall represent in
writing they will keep the
whistleblowers' identity and
contents of information
confidential. the Company
also undertakes to protect the
whistleblowers from improper
treatment due to their
whistle-blowing.


No deviation
IV. Enhanced disclosure of corporate
social responsibility information
Does the Companydisclose its
The Companyhasprovided No deviation

- 47 -

Evaluation items Operating status Operating status Operating status Operating status
Yes No
Description
ethical corporate management
policies and the results of its
implementation on the
Company's website and MOPS?
relevant information on the ethical
corporate management policies on
the Company's website and annual
report for investors’ reference.
V. Where the Company has stipulated its own ethical corporate management best practices
according to the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx
Listed Companies", please describe any differences between the prescribed best practices and
the actual activities taken by the Company:
The Company has formulated the "Operating Procedures and Conduct Guidelines for Honest
Business" in accordance with the ethical corporate management principles There is no
significant deviation in its operation and implementation, and the implementation state is
normal.
VI. Other important information to facilitate a better understanding of the Company's ethical
corporate management policies (e.g. review and amend its policies). (if the Company reviews
and amends its code of good faith, etc.)
In order to establish a good corporate culture, sound development and good business
operation mode, the Board of Directors has decided to adopt the "Operating Procedures and
Conduct Guidelines for Honest Business", specifying that the Directors, Managers, employees
or anyone with substantial control ability of the Company shall not directly or indirectly offer,
promise, demand or accept any improper benefits or do other dishonest behaviors that violate
good faith, illegal or fiduciary obligations in the process of engaging in business activities in
order to obtain or maintain benefits.
  • (VII) If the Company has formulated any corporate governance best practice principles or related bylaws, the inquiry method shall be disclosed:

  • The Company has formulated relevant regulations such as "Rules of Procedure for Shareholders' Meetings", "Procedures for Selecting Directors", "Rules on the Scope of Duties of Independent Directors", "Code of Ethical Conduct for Directors and Managers" and "Operating Procedures and Conduct Guidelines for Honest Business" and other relevant regulations. the Company operates in accordance with the spirit of corporate governance and implements relevant norms of corporate governance. the Company has also promoted the operation of corporate governance by revising relevant management measures, enhancing information transparency and strengthening the functions of the Board of Directors. Relevant regulations have been posted on the Company's website for shareholders reference.

  • (VIII) Other Important Information Regarding Corporate Governance

  • The Company has a "Code of Ethical Conduct for Directors and Managers" to guide the conduct of Directors and managers of the Company to conform to ethical standards and to enable the Company's stakeholders to better understand the Company's ethical standards. In addition, the Company also has "Rules of Procedure of the Board of Directors" which stipulate the recusals of Directors to protect the interests

- 48 -

of the Company and the investing public.

  1. In order to encourage shareholders to participate in the shareholders' meeting, the Company not only accepts shareholders' proposals in the shareholders' meeting every year according to laws and regulations, but also announces that shareholders can exercise voting rights in writing. Please refer to the Public Information Observatory for the methods of exercise and implementation.

- 49 -

  • (IX) Implementation of the internal control system

  • Statement of Internal Control System

Lemtech Holdings Co., Limited

Statement of Internal Control System

Date: Mar. 25, 2020

The Company hereby states the results of the self-evaluation of the internal control system for 2019 as follows:

  • I. The Company acknowledges that the establishment, implementation and maintenance of an internal control system is the responsibility of the Board of Directors and managers, and the Company has established an internal control system. The internal control system is designed to provide reasonable assurance for the effectiveness and efficiency of the operations (including profitability, performance and protection of assets), reliability, timeliness, and transparency of reporting, and compliance with applicable laws and regulations.

  • II. The internal control system has innate limitations. No matter how robust and effective the internal control system, it can only provide reasonable assurance of the achievement of the foregoing three goals; in addition, the effectiveness of the internal control system may vary due to changes in the environment and conditions. However, the internal control system of the Company has self-monitoring mechanisms in place, and the Company will take corrective action against any defects identified.

  • III. The Company uses the assessment items specified in the "Regulations Governing Establishment of Internal Control Systems by Public Companies" (hereinafter referred to as the "Regulations") to determine whether the design and implementation of the internal control system are effective. Based on the process of control, the assessment items specified in the "Regulations" divide the internal control system into five constituent elements: 1. control environment; 2. risk assessment; 3. control activities; 4. information and communications; and 5. monitoring activities. Each constituent element includes a certain number of items. For more information on such items, refer to the "Regulations".

  • IV. The Company has already adopted the aforementioned Regulations to evaluate the effectiveness of its internal control system design and operating effectiveness.

  • V. Based on the findings of such evaluation, the Company believes that, as of Dec. 31, 2019, it has maintained, in all material respects, an effective internal control system (that includes the supervision and management of our subsidiaries), to provide reasonable assurance over our operational effectiveness and efficiency, reliability, timeliness, transparency of reporting, and compliance with applicable rulings, laws and regulations.

  • VI. This statement will constitute the main content of the Company's annual report and the prospectus and will be disclosed to the public. Any falsehood or concealment with regard to the above contents will entail legal liability under Articles 20, 32, 171 and 174 of the Securities and Exchange Act.

  • VII. This statement has been approved by the Board of Directors of the Company on Mar. 25, 2020. Among the seven Directors present, none of them has any objection. The rest agree with the contents of this statement and make this statement.

Lemtech Holdings Co., Limited

Chairman: Hsu, Chi-Feng

General Manager: Hsu, Chi-Feng

- 50 -

  1. Entrust the accountant project to review the internal control system: None.

  2. (X) Penalties imposed upon the Company and its employees in accordance with the law, penalties imposed by the Company upon its employees for the violation of the internal control system policy, principal deficiencies, and improvement status during the most recent fiscal year up to the date of publication of the Annual Report: None.

  3. (XI) Major Resolutions of Shareholders’ Meeting and Board Meetings During the Most Recent Fiscal Year Up to the Date of Publication of the Annual Report

  4. Material resolutions from the 2019 Shareholders' meetings and implementation status

Date Important resolutions Implementation status
2019.06.17
Annual
~~S~~hareholders
Meeting
Approval of 2018 Business
Report and Consolidated
Financial Statements
Adopted through resolution.
Approval of 2018 Annual
Surplus Distribution
The resolution was passed, setting
Aug. 21, 2019 as the base date for
ex-dividend and Sep. 20, 2019 as the
date for cash and stock dividends (cash
dividends of NT$2.49856391 per share
and stock dividends of NT$199.885092
sharesper thousand shares).
Issuance of new shares through
2018 surplus to capital increase
~~'~~
Adoption of amendment to
Articles of Association of the
Company
The resolution was passed and
Cayman's registration was completed
onJun. 27,2019.

Adoption of the revision to
"Procedures for Obtaining or
DisposingAssets"
The resolution is passed and
implemented according to the
resolution of the shareholders' meeting.
Adoption of the revision to
"Operating Procedures for Loan
of Funds to Others"
The resolution is passed and
implemented according to the
resolution of the shareholders' meeting.
Adoption of the revision to
"Endorsement and Guarantee
Procedures"
The resolution is passed and
implemented according to the
resolution of the shareholders' meeting.
Adoption of the Release of
Directors from non-compete
restrictions.
The resolution is passed and
implemented according to the
resolution of the shareholders' meeting.
  1. Important Resolutions of the Board of Directors for 2019 and Up to the Date of Publication of the Annual Report
Date Important resolutions
2019.01.15

1. Adoption of the Company's proposal to invest an electroplating plant
in Mainland China
2. Adoption of the Company's application for bank financing
2019.03.27 1. Adoption of the Company and its Taiwan branch's application for
bank financing

- 51 -

Date Important resolutions
2. Adoption of the 2018 "Internal Audit Compliance System Attestation".
3. Adoption of Amended the Internal Control System
4. Adoption of 2018 Salary Distribution Plan for Employees and
Directors
5. Adoption of 2018 Business Report and Consolidated Financial
Statements
6. Adoption of 2018 Earnings Distribution Plan
7. Adoption of the issuance of new shares by transferring surplus to
capital increase in 2018
8. Adoption of the revision to the Company's Articles of Association
9. Adoption of the amendment to certain clauses of the "Operational
Procedures for Acquisition and Disposal of Assets"
10. Adoption of the amendment to certain clauses of the "Operational
Procedures for Loaning of Company Funds"
11. Adoption of the amendment to certain clauses of the "Operational
Procedures for Endorsements and Guarantees"
12. Adoption of the stipulation to "Standard Operating Procedures for
Handling Requirements From the Directors"
13. Adoption of the revision to certain clauses of the "Code of Practice on
Corporate Governance"
14. Adoption of the agenda for the 2019 ordinary shareholders' meeting
and related matters concerningshareholders'proposal rights
2019.04.25 1. Adoption of the Company's proposal for setting plants in Philippines
2. Adoption of the Release of Directors from non-compete restrictions
2019.05.08 1. Adoption of the Company's plan for not distributing surplus in the
firstquarter of 2019
2019.06.17 1. Adoption of new shares and cash dividends through capital increase
from surplus of the Company
2. Adoption of subsidiary Lemtech Global Solution Co. Ltd’s proposal to
increase the capital of Lemtech Precision Material (China) Co., Ltd.
3. Adoption of proposal of Subsidiary Lemtech Cooling System Limited
to invest in Jimao Lemtech Co., Ltd.
4. Adoption of the Company's application for bank financing
5. Adoption of the Company's provision of guarantee
6. Adoption of the loaning of company funds
7. Adoption of the release of managers from non-compete restriction
8. Adoption of the release of Directors from non-compete restrictions
2019.08.12 1. Adoption of the Company's proposal for not distributing surplus in
the second quarter of 2019
2. Adoption of the Company's consideration of changes in business
order and reviewing of Link’ou land planning
3. Adoption of the Company and its Taiwan branch's application for
bank financing
4. 4. Adoption of the Company'sprovision ofguarantee
2019.11.13 1. Adoption of the Company's plan for not distributing surplus in the
third quarter of 2019
2. Adoption the acquisition of 10% equities of AapicoLemtech Co.,Ltd.

- 52 -

Date Important resolutions
By subsidiary Lemtech Technology Limited
3. Adoption of the changes in capital increase of subsidiary Lemtech
Global Solution Co. Ltd. Capital in LemTech Precision Material
(China) Co., Ltd.
4. Adoption of amendment and revision to internal control measures
5. Adoption of the release of managers from non-compete restriction
6. Adoption of the release of Directors from non-compete restrictions
7. Adoption of the correction to the Company and Taiwan Branch’s
application to bank for financing quota
8. Adoption of the Company'sprovision ofguarantee
2019.12.19 1. Adoption of the 2020 Budget
2. Adoption of 2020 internal control audit plan
3. Adoption of the Amendment of Internal Control Measures
4. Adoption of the Company's proposal to re-invest and set module
company in Mainland China
5. Adoption of the Company’s proposal to increase capital in Lemtech
CoolingSystem Limited
2020.03.25 1. Adoption of the remuneration distribution plan for employees and
Directors in 2019
2. Adoption of 2019 Business Report and Consolidated Financial
Statements
3. Adoption of the 2019 Earnings Distribution Plan
4. Adoption of the 2019 "Internal Audit Compliance System
Attestation".
5. Adoption of the Internal Control Measures
6. Adoption of Application for Financing Quota through Company and
Bank
7. Adoption of the agenda for the 2020 ordinary meeting of shareholders
and the proposal rights of shareholders
8. Adoption of the Company's credit and shareholders' rights and
interests, it is planned to buy the Company's shares for the second
time in accordance with the law and handle the case of removing the
shares.
9. Adoption of the Company's proposal to issue the third domestic
unsecured convertible corporate bond
10. Adoption of the Company's change to the source of the debt
repayment funds in the second domestic unsecured convertible
corporate bond
2020.05.13 1. Adoption of the earnings distribution for Q1, 2020
2. Adoption of the base date for the second reduction of capital for stock
repurchase
3. Adoption of the company and its Taiwan branch's application for bank
financing
4. Adoption of the company'sprovision ofguarantee

(XII) Any dissenting opinions on record or stated in a written statement made by Directors or Supervisors regarding key resolutions of the Directors' Meeting in the

- 53 -

most recent year up to the publication date of this report: None. None.

  • (XIII) During the most recent year and up to the publication date of the annual report, the resignation and dismissal of the Company's personnel including Chairman, General Manager, Accounting Supervisor, Finance Supervisor, Internal Audit Supervisor, and R&D Supervisor: None.

V. Information on CPA Fees

Range of CPA Fees in 2019

CPA firm Name of CPAs Name of CPAs Audit period Remarks
Deloitte & Touche Chih, Jui-Chuan Lee, Li-Huang Jan. 1, 2019 to
Mar. 31,2019
Chih, Jui-Chuan Lee, Li-Huang Apr. 1, 2019 to
Jun. 30,2019

Lee, Li-Huang
Chih, Jui-Chuan Jul. 1, 2019 to
Sep. 30, 2019
Internal adjustment
from the accounting
firm.
Lee, Li-Huang Chih, Jui-Chuan Oct. 1, 2019 to
Dec. 31,2019

Note: If the Company has replaced the CPAs or accounting firm in the current year, the audit period shall be listed separately, and the reason for replacement shall be stated in the Remark column.

Unit: NT$ 1,000

Category of fees
Range of fees
Category of fees
Range of fees

Audit fees
Non-audit
fees
Total
1 Under NT$2,000,000
2 NT$2,000 thousand (inclusive) - NT$4,000
thousand
3 NT$4,000 thousand (inclusive) - NT$6,000
thousand
4 NT$6,000 thousand (inclusive) - NT$8,000
thousand
5 NT$8,000 thousand (inclusive) - NT$10,000
thousand
6 More than NT$10,000 (inclusive)

Unit: NT$ 1,000

CPA
firm
Name of
CPAs
Audit
fees
Non-audit fees Non-audit fees Non-audit fees Non-audit fees Non-audit fees Audit
period
Remarks

System
Design

Business
Registration

Human
Resource

Other
(Note
2)
Subtotal
Deloitte
&
Touche

Lee,
Li-Huang
Chih,
Jui-Chuan
3,090 0 0 0 310 310 Jan. 1, 2019
Dec. 31,
2019
Computer
audit tax
certificate

Note 1: Where the Company replaces the CPA or accounting firm, the auditing periods of the former and successor CPA or firm shall be annotated separately. The reason for

- 54 -

the replacement shall be provided in the Notes section accordingly. The audit and non-audit fees paid to the former and succeeding CPA or firm shall also be disclosed.

  • Note 2: Non-audit fees shall be listed separately based on service items. If "Other Fees" in non-audit fees reaches 25% of total non-audit fees, the contents of the non-audit services shall be specified in remark column.

  • (I) When non-audit fees paid to the certified public accountant, to the accounting firm of the certified public accountant, and/or to any affiliated enterprise of such accounting firm are one quarter or more of the audit fees paid thereto, the amounts of both audit and non-audit fees as well as details of non-audit services shall be disclosed: the Company did not meet the disclosure standard.

  • (II) Where the Company changed the accounting firm and the audit fees paid for the year of change was less than that of the prior year, the amount of audit fees before and after the change and reasons shall be disclosed: None.

  • (III) Where accounting fee paid for the current year was more than 10% less than that of the previous year, the sum, proportion, and cause of the reduction shall be disclosed: None.

VI. Information Regarding Replacement of CPAs

  • (I) Regarding the former CPA
Regarding the former CPA
Change date November 09, 2018
Change reasons and explanations Due to the internal adjustment of Deloitte & Touche,
the Company’s CPA was changed from Lin, Yi-Hui to
Chih, Jui-Chuan from the third quarter of 2018.
Describe whether the Company
terminated or the CPA did not
accept the appointment
Parties
Status

CPA
The
Company
The
Company
terminated
the
appointment.


Not
applicable
Not
applicable
The
CPA
rejected
beingappointed.

Not
applicable
Not
applicable
Opinions and reasons of the audit
report except for unqualified
opinions issued within the last
twoyears
Not applicable
Having different opinions from
the issuer?
Yes - Accounting principles or practices
- Disclosure of Financial Statements
- Audit scope or steps
- Others
NA
Notes

- 55 -

Other Revealed Matters (according to Sub-item 4~7 of NA Item 1, Paragraph 6, Article 10 of these principles)

(II) Regarding the succeeding CPA

Regarding the succeeding CPA
CPA Firm Deloitte & Touche
CPA Chih, Jui-Chuan
Date of appointment November 9, 2018 approved by the
BoardingMeetingof the Company
Consultation results and opinions on accounting
treatments or principles with respect to specified
transactions and the company's financial reports
that the CPA might issue prior to the
engagement




NA
Succeeding
CPA’s
written
opinion
of
disagreement toward the former CPA

NA
  • (III) Former accountant’s response to Item 1 and Sub-item 3 of Item 2, Paragraph 6, Article 10 of these principles: Not applicable due to internal job adjustment of CPA firm.

  • VII. The Company's Chairman, General Manager, or any manager in charge of finance or accounting operations who has, in the most recent year, held a position at the accounting firm of its CPA or at a related company: None.

- 56 -

  • VIII. Equity transfer or changes to equity pledge of Directors or Managers holding more than ten percent (10%) of company shares during the year prior to the publication date of this report

  • (I) Change in shareholding by Directors, Managers, and substantial shareholders

Title Name 2019 2019 Current year as of Apr. 17,
2020
Current year as of Apr. 17,
2020
Shareholding
increase
(decrease)

Pledged
share
increase
(decrease)
Shareholding
increase
(decrease)

Pledged
share
increase
(decrease)
Chairman
And General Manager
Hsu, Chi-Feng 1,205,906
600,000

50,000

400,000
Vice chairman
And Business Director

Chan Kim Seng
Maurice
855,208
0

0

0
Director And CTO Ye, Hang 832,921
0

0

0
Director Tan, Yong 348,599
0

0

0
Independent Director Yang, Rui-Long 0
0

0

0
Independent Director Yu, Chi-Min 0
0

0

0
Independent Director Lee, Wei-Ming 0
0

0

0
CMO Murali Nair 0
0

0

0
Financial Accounting
Director
Lu, Chin-Yu 2,399
0

6,000

0

(II) Information on the counterpart of equity transfer being a related party of the Company's Directors, supervisors, managers and major shareholders: None.

  • (III) Information on the counterpart of equity pledge being a related party of the Company's Directors, supervisors, managers and major shareholders: None.

- 57 -

IX. Relationship information, if among the Company's ten largest shareholders any one is a related party or a relative within the second degree of kinship of another

Apr Apr Apr Apr Apr Apr . 17,2020 Unit: Share,% . 17,2020 Unit: Share,% . 17,2020 Unit: Share,%
Name Current shareholding Spouse & minor
shareholding
Total shareholding
by nominees
Among ten largest
shareholders, name
and relationship
with any one who is
a related party or a
relative within the
second degree of
kinship

Remarks
Number of
shares
Shareholdi
ng ratio
Number of
shares

Sharehold
ing ratio
Number
of shares


Shareholdi
ng ratio
Name Relation
Hsu, Chi-Feng 7,288,906 15.35 0 0 0 0 None None
Chan Kim Seng
Maurice
5,133,708 10.81 0 0 0 0 None None
Ye, Hang 4,999,921 10.53 0 0 0 0 None None
Tan, Yong 2,092,599 4.41 0 0 0 0 None None
Liao Mu 1,661,658 3.50 0 0 0 0 None None
HSBC in custody for
Morgan Stanley &
Co. International Plc
1,542,053 3.25 0 0 0 0 None None
LiaoZhou, Jin-Lian 1,206,295 2.54 0 0 0 0 None None
Zhaoxing Investment
Co., Ltd.
Principal: Chen,Li-Bai
856,315 1.80 0 0 0 0 None None

0
0 0 0 0 0 None None
LGT Bank AG 731,890 1.54 0 0 0 0 None None
Yang Ming
Management
Consulting Co., Ltd.
Principal:
Cai,Zhong-Xin
627,539 1.32 0 0 0 0 None None
0 0 0 0 0 0 None None

- 58 -

X. Number of Shares Held and Combined Shareholding Ratio in the Same Reinvested Business by the Company, the Company's Directors, Managers, and Companies Directly or Indirectly Controlled by the Company

Dec. 31,2019 Unit: Shares;% Dec. 31,2019 Unit: Shares;% Dec. 31,2019 Unit: Shares;% Dec. 31,2019 Unit: Shares;% Dec. 31,2019 Unit: Shares;% Dec. 31,2019 Unit: Shares;%
Reinvested Company Investment by
the Company
Investment by
Directors/supervisors/managers
and by companies directly or
indirectly controlled by the
Company

Total investment
Number
of shares

Share
holding
ratio

Number of shares
Share holding
ratio
Number
of shares
Share
holding
ratio
Lemtech Global Solution Co.
Ltd.
2,500,000 100 0 0 2,500,000
100
LemTech Precision Material
(China)Co.,Ltd.
126,000 0.2 62,874,000 99.8 63,000,000
100
LDC Precision Engineering
Co.,Ltd.
0 0 (Note 1) 100 (Note 1)
100
Lemtech TechnologyLimited
0
0 (Note 1) 100 (Note 1) 100
Lemtech Precision Material
(Czech)s.r.o.
0 0 (Note 1) 100 (Note 1)
100
Lemtech USA Inc. 0 0 (Note 1) 100 (Note 1) 100
Aapico Lemtech (Thailand)
Co.,Ltd.
0 0 160,000
(Note 2)
40 160,000
(Note 2)

40
Lemtech Industrial Services
Ltd
1,425,000 57 0 0 1,425,000
57
Kunshan Lemtech Slide
TechnologyCo.,Ltd.
0 0 (Note 1) 100 (Note 1)
100
Lemtech CoolingSystem Ltd. 7,000,000 100 0 0 7,000,000
100
Lemtech Energy Solutions
Corporation
(Former Jimao Lemtech Co.,
Ltd.)
0 0 3,000,000 100 3,000,000
100
Lemtech Philippine Thermal
System Inc.
0 0 11,000,000 100 11,000,000
100
Kunshan Lemtech Slide
TechnologyCo.,Ltd.
0 0 (Note 1) 100 (Note 1)
100
Zhenjiang Emtron Surface
Treatment Limited
0 83.33 (Note 1) 0 (Note 1) 83.33

Note 1: As the Company is a limited liability company, there is no stock and nominal amount.

Note 2: Long-term investments made by the Company using the equity method.

- 59 -

Chapter 4 Capital Overview

I. Capital and Shares

(I) Sources of capital

1. Share Capital Formation:

Unit: Thousand shares;NT$ 1,000 Unit: Thousand shares;NT$ 1,000 Unit: Thousand shares;NT$ 1,000 Unit: Thousand shares;NT$ 1,000 Unit: Thousand shares;NT$ 1,000
Year
/month
Issue
price
Authorized capital Paid-in capital Remarks
Number
of
Shares
Amount Number
of
Shares
Amount Sources of
capital
Capital
increase by
assets other
than cash
Others
2009.09 10 30,000
300,000

10

100
Capital stock at
founding
None -
2009.11 10 30,000
300,000

25,000
250,000
Conversion of
capital 24,990
thousand
shares
None NT$249,900
thousand are
shares swapped
with shareholders
of Mauritius Super
Solution Co.,Ltd.
2011.04 36 30,000
300,000

27,800
278,000
Cash capital
increase
None FSC No.
1000009515, Mar.
17, 2011
2012.11 43 45,000
450,000

32,800
328,000
Cash capital
increase
None FSC No.
1010039209, Sep.
12, 2012
2013.07 10 100,000 1,000,000
32,800
328,000
None
None Adjusted
authorized capital
2015.07 56.7 100,000 1,000,000
39,828
398,281
Converted
corporate
bonds 7,028
thousand
shares
None FSC No.
1020054882, Jan.
17, 2014
2015.11 10 100,000 1,000,000
39,541
395,411
Buyback
treasury stock
None TWSE-II- No.
1040023685, Nov.
20,2015
2019.03 220 100,000 1,000,000
39,563
395,638
Converted
corporate
bonds 23
thousand
shares
None FSC No.
1070324423, Jul.
13, 2018
2019.09 10 100,000 1,000,000
47,472
474,720
Recapitalization
of retained
earnings

None
-

- 60 -

2. Type of Shares:

Apr. 17,2020 Unit: Shares Apr. 17,2020 Unit: Shares Apr. 17,2020 Unit: Shares Apr. 17,2020 Unit: Shares
Type of
shares
Authorized capital Remarks
Issued shares Unissued
shares
Total
Common
shares
47,472,069 52,527,931 100,000,000 Shares of listed
company

Note: The above shares are all listed company shares, counted to book closure date on Apr. 17, 2020.

(II) Shareholder Structure

Apr. 17,2020 Apr. 17,2020 Apr. 17,2020
Shareholder
structure
Volume


Government
agencies

Financial
institutions

Other
institutional
shareholders

Foreign
institutions
and
foreign
natural
persons

Domestic
natural
persons
Mainland
investment
institutions
and
natural
persons


Treasury
stock

Total
Number of
shareholders
0 0 21 28 2,072 4 1 2,126
Shareholding
(shares)
0 0 1,727,022 8,361,367 29,110,261 8,131,419 142,000 47,472,069
% 0 0 3.64 17.61 61.32 17.13 0.30 100.00

Note: An initial TWSE/TPEx-listed company or an emerging stock company shall disclose the shareholding percentage of the company's shares held by companies in Mainland China; companies in Mainland China refers to companies invested by people, juridical persons, organizations, and other institutions in Mainland China or investments made in third regions by Mainlanders as stipulated in Article 3 of the Rules Governing Permits for People from Mainland China Investing in Taiwan.

- 61 -

  • (III) Shareholding Distribution (Face value of NT$10 per share)

  • Common Share Distribution

Apr. 17,2020 Apr. 17,2020 Unit: Shares;%
%
0.17
5.12
3.77
2.50
1.69
2.98
2.41
1.95
7.50
7.67
4.86
4.33
2.86
1.80
50.39
100.00
Shareholding range Number of
shareholders
Shareholding
(shares)
%
1 to 999 366 81,315 0.17
1,000 to 5,000 1,165 2,428,525 5.12
5,001 to 10,000 241 1,788,415 3.77
10,001 to 15,000 95 1,186,872 2.50
15,001 to 20,000 46 801,336 1.69
20,001 to 30,000 58 1,412,309 2.98
30,001 to 40,000 33 1,144,542 2.41
40,001 to 50,000 21 927,563 1.95
50,001 to 100,000 51 3,559,019 7.50
100,001 to 200,000 28 3,639,310 7.67
200,001 to 400,000 8 2,305,080 4.86
400,001 to 600,000 4 2,056,899 4.33
600,001 to 800,000 2 1,359,429 2.86
800,001 to 1,000,000 1 856,315 1.80
1,000,001 or more 7 23,925,140 50.39
Total 2,126 47,472,069 100.00
  1. Preferred Share Distribution: Not applicable

- 62 -

(IV) List of Major Shareholders

List of Major Shareholders List of Major Shareholders List of Major Shareholders
Apr. 17,2020 Unit: Shares;%
Shareholding
Shareholder's name
Shareholding
(shares)
%
Hsu, Chi-Feng 7,288,906 15.35
Chan Kim Seng Maurice 5,133,708 10.81
Ye, Hang 4,999,921 10.53
Tan, Yong 2,092,599 4.41
Liao, Mu 1,661,658 3.50
HSBC in custody for Morgan Stanley & Co.
International Plc
1,542,053 3.25
LiaoZhou, Jin-Lian 1,206,295 2.54
Zhaoxing Investment Co., Ltd. 856,315 1.80
LGT Bank AG 731,890 1.54
Yang Ming Management Consulting Co., Ltd. 627,539 1.32
  • (V) Market price per share for the past two years, with net worth per share, earnings per share, dividends per share, and related information

Unit: NT$; Thousand shares

Item Year Year 2018 2019 Current year as
of Mar. 31,2020
Market
price per
share
Highest 240.50 173.00 114.00
Lowest 107.00 105.00 55.00
Average 173.38 131.81 91.94
Net worth
per share

Before distribution
46.98 41.15 41.40
After distribution 37.07 (Note 9) (Note 9)
Earnings
per share
Weighted average shares 47,449 47,467 47,472
Earnings
per share
Before retrospective
application
9.67 5.47 0.83
After retrospective
application
8.06 (Note 9) -
Dividends
per share
Cash dividends 2.49856391 2.50(Note 9) -

Share
dividends
Dividends from
retained earnings
1.99885092 - -
Dividends from
capital surplus
- - -
Cumulative unpaid dividends - - -
Return on
investment
Price/earnings ratio (Note 5) 21.51 24.10 -
Price/dividend ratio (Note 6) 69.35 52.72 -
Cash dividend yield (Note 7) 1.44% 1.90% -

- 63 -

  • If retained earnings or capital reserves were used for capital increase, market prices and cash dividends that were retroactively adjusted based on the number of shares after distribution should be disclosed.

  • Note 1: The annual highest and lowest market value of common share shall be listed. The annual average market value is calculated based on each year's transaction value and volume.

  • Note 2: The number of shares issued at the end of the year shall be used as the reference. Please fill in the table according to the distribution amount as resolved by the shareholders' meeting held in the following year.

  • Note 3: Where retroactive adjustment is necessary due to issuance of share dividends, earnings per share before and after the adjustment shall be listed.

  • Note 4: If the terms of equity securities issuance allow unpaid dividends of the year to be accumulated to the subsequent years in which there is profit, the Company shall disclose the accumulated unpaid dividends respectively up to that year.

  • Note 5: Price/earnings ratio = Average closing price for each share in the year/earnings Per Share

  • Note 6: Price/dividend ratio = Average closing price per share in the year/cash dividends per share

  • Note 7: Cash dividend yield = Cash dividends per share/current year average closing price per share.

  • Note 8: The per-share net value and earnings per share should be the values of the quarter nearest to the printing date of the annual report to be audited by accountant; the remaining column should be filled in with the annual data up to the printing date of the annual report.

  • Note 9: The 2019 annual earnings distribution proposal was approved by the Board meeting on Mar. 25, 2020, but has not yet been approved by the regular shareholders' meeting.

(VI) Dividend Policy and Implementation:

  1. Dividend Policy:

  2. (1) If the Company is profitable this year, the employee remuneration and director remuneration shall be allocated in the following proportion. The allocation plan of employee remuneration and director remuneration shall be reported to the shareholders' meeting. However, the Company shall reserve a portion for the accumulated losses, if any, in advance.

    • (a) The employee remuneration shall be no less than 0.5% and may be paid either in cash or stocks. The targets include the subsidiary companies' employees matching certain conditions, which are determined or revised by the Board meeting.

    • (b) The director remuneration is up to 2%.

  3. (2) The Company shall allocate earnings or cover losses at the end of each quarter in accordance with the listing regulations. The Company's proposal of allocating earnings or covering losses for the first three quarters shall be reviewed, together with the business report and financial statement, by the independent directors of the Audit Committee, and then reported to the Board meeting for approval.

When allocating earnings in accordance with the provisions of the preceding paragraph, the Company shall first estimate and reserve tax payable and cover

- 64 -

losses according to law.

When the Company allocates earnings in accordance with the provisions of the first paragraph, all or part of dividends may be allocated by issuing new shares upon special resolution of the shareholders' meeting according to the listing regulations. Issuing cash shall be subject to the resolution of the Board meeting. Earnings allocation or losses compensation by the Company in accordance with the provisions of the preceding three paragraphs shall be made based on the financial statements audited or reviewed by a certified public accountant.

  • (3) If there is any surplus upon the final accounting, the Company shall first pay the tax, cover the previous losses, and withdraw special reserve, if any. If there is still a remaining surplus, except those reserved by the Board meeting as the undistributed surplus, the remaining amount may be distributed as shareholder dividends and bonuses according to the shareholders' shareholding ratio. The Board of Directors shall then draw up an allocation plan and submit it to shareholders' meeting for resolution.

    • The Company's dividend policy considers the Company's stable growth, sustainable operation, capital needs, sound financial structure and maintenance of shareholders' rights. The total shareholders' bonus shall not be less than 10% of the distributable surplus. The shareholders' dividend bonus shall be allocated in cash or stock, where the cash dividends shall be no less than 50% of the total shareholders' bonus. If the Company is free of losses, it can, considering its financial, business and operating factors, allocate all or part of the statutory surplus reserve and capital reserve according to laws or competent authority's regulations.
  • (4) When allocating dividends or bonuses in accordance with the preceding paragraph, the Company shall, in accordance with the listing regulations, allocate all or part of the dividends or bonuses by issuing new shares upon the special resolution of the shareholders' meeting. Amount less than one share shall be allocated in cash.

    • When allocating dividends or bonuses in accordance with the preceding paragraph, the Company shall allocate all or part of the distributable dividends or bonuses by issuing cash upon resolution consented by a majority of present directors, who shall be over 2/3 of all directors from the Board of Directors, and report to the shareholders' meeting.
  • Implementation Status:

  • The Company's 2019 earnings distribution proposal was approved by the Board meeting on Mar. 25, 2020, and will be reported to the shareholders' meeting for approval on Jun. 15, 2020. The Board meeting proposed to allocate cash dividends of NT$ 2.5 per share, NT$ 118,680,173 in total, to shareholders.

  • (VII) Impact on the Company's business performance and Earnings Per Share (EPS) from share dividends proposed by this shareholder's meeting:

The Company did not need to prepare the financial forecast information for 2019, therefore it is not applicable.

- 65 -

  • (VIII) Remuneration for employees and directors

  • Percentage or range of remuneration for employees and directors as stipulated in the Company's Articles of Association:

    • If the Company is profitable this year, the employee remuneration and director remuneration shall be allocated in the following proportion, and the allocation plan of employee remuneration and director remuneration shall be reported to the shareholders' meeting. However, the Company shall reserve a portion for the accumulated losses, if any, in advance.

    • (a) The employee remuneration shall be no less than 0.5% and may be paid either in cash or stocks. The targets include the subsidiary companies' employees matching certain conditions, which are determined or revised by the Board meeting.

    • (b) The director remuneration is up to 2%.

  • Basis for estimating the amount of remuneration to be allocated to employees and directors, basis for calculating the number of shares to be distributed as employee remuneration and accounting treatment for discrepancies between the actual and estimated amount of remuneration to be distributed for this period:

    • The company's employee remuneration in 2019 is estimated based on the amount of pre-tax net profit for the current year with employee remuneration and director's remuneration not deducted in proportion. If there is any change until the date of resolution made by the shareholders' meeting, the estimated amount will be subject to change in accounting estimates, and adjusted and credited in the year of resolution made by the shareholders' meeting.
  • Remuneration approved by the Board of Directors:

    • (1) If the employee's remuneration and director's remuneration distributed in cash or stock differs from the annual estimated amount of the recognized expenses, the difference, cause and treatment shall be disclosed: Upon resolution of the Board meeting, the Company proposed that both the employee remuneration and director remuneration are allocated at the rate of 1% in 2019. The amount of employee remuneration and director remuneration is NT$ 2,648,306, which will be issued in cash.

    • (2) The ratio of employee remuneration distributed in share to the sum of net income after tax specified in the parent company only or individual financial statements and total remuneration paid to employees: Not applicable, as there is no employee remuneration distributed in share.

  • If there is any discrepancy between the actual amount of remuneration distributed to employees and directors (including number and amount of shares distributed, as well as share price) and the recognized amount of remuneration to employees and directors in the previous year, the amount, reasons and treatment of such discrepancies shall be stated:

    • The Company's annual shareholders' meeting on Jun. 17, 2019 passed the resolution of NT$1,946,020 of employee remuneration and NT$3,892,039 of director remuneration, which was proposed by the Board meeting on Mar. 27, 2019 and has no difference with the amount actually allocated approved by the shareholders' meeting.

- 66 -

(IX) Share repurchases:

  1. Share repurchases (completed)
are repurchases:
Share repurchases (completed)
Apr. 30,2020
Number of repurchase No. 2
Purpose of repurchase To maintain the Company’s creditability
and shareholders’ interest
Repurchaseperiod Mar. 26, 2020 to Apr. 30, 2020
Price range of shares to be
repurchased
NT$ 50 to NT$ 90
Type and amount of shares
repurchased
505,000 common shares
Amount of shares repurchased NT$ 38,523,601
Percentage of repurchased amount to
the amount to be repurchased(%)
50.5%
Number of retired and transferred
shares
505,000 shares
Cumulative number of shares of the
Company
505,000 shares
Percentage of accumulated shares
held to the total number of shares
issued(%)
1.06%
  1. Share repurchases (in progress): None.

- 67 -

II. Corporate Bonds

(I) Corporate bonds

II. Corporate Bonds
(I) Corporate bonds
II. Corporate Bonds
(I) Corporate bonds
Apr. 17,2020
Type of corporate bond Second Unsecured Convertible Corporate Bonds within the R.O.C.
Date of issuance (placement) Jul. 30, 2018
Par value NT$100,000
Place of issuance and
transaction
Taipei Exchange
Issue price Issued at 100% of the Par Value
Total NT$ 600,000,000
Interest rates 0%
Term Three years, date due: Jul. 30, 2021
Guarantor Not applicable
Trustee Trust Division, KGI Commercial Bank Co., Ltd.
Underwriter KGI Securities Co., Ltd.
Certifying attorney Zhiding International Law Firm
Chen,Yu-Liang,the attorney
Certified public accountant Deloitte & Touche
Lin,I-Hui,Lee,Li-Huang
Method of redemption Except for those redeemed by the Company, repurchased by the
bondholder, converted or repurchased and written off by the
business office of securities dealer, the Company has made the
repayment in a lump sum by cash according to the face amount of
bond when the bond expired.
Unredeemed principal NT$ 600,000,000
Articles for redemption or
early liquidation
Please refer to the Regulations Governing the Issuance and
Conversion of the Second Unsecured Convertible Corporate Bonds
within the R.O.C.
Restrictions None
Name of Credit Rating Agency
(CRA), rating date, and results
of corporate bond ratings
N/A
Other rights Amount of converted
common shares
(swapped or warranted)
and Global Depository
Receipts or other
negotiable securities as
of the publication date
of this annual report
As of May 15, 2020, a total of 22,727 common shares have been
converted, amounting to NT$ 227,270.
Regulations governing
issuance and conversion
(swapor subscription)
Please refer to Market Observation Post System-Investment
Zone-Credit Standing Zone.
Possible dilution of equity or
impact on shareholders’ equity
If all outstanding convertible bonds are converted, 2,704,545 shares
will be increased,accountingfor 5.7% of the shares issued. In

- 68 -

caused by regulations
governing the issuance,
conversion, swap or
subscription to stocks
general, the convertible bond holders usually convert common
shares gradually, which does not pose immediate effect on equity
dilution. Additionally, earnings per share for convertible bonds
issuance is higher than that of increment of cash, so the possible
dilution of the Company’s equity and the impact on shareholders’
equityare still limited.
Name of the commissioned
custodian of exchangeable
underlying
None.

(II) Information on Convertible Corporate Bonds

Type of corporate bond Type of corporate bond Second Unsecured Convertible Corporate
Bonds within the R.O.C.
Second Unsecured Convertible Corporate
Bonds within the R.O.C.
Item Year 2019 Current year as of
May15, 2020
Market price
of the
convertible
corporate
bond
Highest 104.00 99.80
Lowest 97.20 98.50
Average 100.90 99.43
Conversion price 180.1 180.1
Issuance(placement) date and
conversion price on the date of
issuance
Date: Jul. 30, 2018
Conversion price: NT$ 220
Methods of fulfilling
conversion obligations
Issuance of new
shares
Issuance of new
shares

- 69 -

III. Preferred Shares: None.

  • IV. Overseas Depository Receipt: None.

  • V. Status of Employee Stock Option: None.

VI. New Restricted Employee Shares: None.

VII. Issuance of New Shares in Connection with Mergers or Acquisitions or with Acquisitions of Shares of Other Companies: None.

VIII. Implementation of Capital Utilization plan

  1. As of the previous quarter of the publication of the annual report, plans that are not yet completed in the previous issuances or private offerings of marketable securities, or the plans that have been completed in the most recent three years with no obvious benefits: None.

  2. Implementation: As of the previous quarter of the publication of the annual report, the Company's capital utilization plans for the previous public issuance of marketable securities have been completed.

- 70 -

Chapter 5 Operational Highlights

I. Business Activities

  • (I) Scope of Business:

  • 1.Main content: The company mainly engages in research and development, production and sales of precision metal stamping components, including various electronic product thermal modules, electronic product components, automotive components and building material components made by stamping and forming, as well as stamping die support for automotive and electronic product manufacturers. The company's products are either standardized or non-standardized parts and components that are tailored to different customers.

  • 2.Percentage of business:

The company's main product items, sales performance and percentage, as well as its percentage of business in 2019 are as follows:

Unit: NT$1,000 Unit: NT$1,000
Item 2019
Net revenue Percentage of business
3C electronics segment 2,845,323 56.43%
Vehicleparts segment 1,749,079 34.69%
Building material
segment
76,140 1.51%
Dies and others 372,115 7.37%
Total 5,042,657 100.00%
  • 3.The company's current product items and new products planned

  • (1) The company's current product items

Category Application
3C electronics
segment
Computers, radiators related stamping parts, servo slides
Metal stamping parts for household air conditioners, ice
machines and motors
Mobile phone internals, vapor chamber
Metal stampingparts for medical equipment
Vehicle parts
segment
Airbags, seat belt buckles, engines, steering systems,
skylights, door hinges, seat brackets and other metal parts
Building material
segment

Support fittings for sloping roof skylights and exterior
wallplaque
Dies and other
segments
Die tools, sports equipment
  • (2) New products planned

The company is a comprehensive supplier of multiple fields including stamping

- 71 -

parts and components. To protect the company from the impact of change in a single industry prospect, the company has gradually changed from the original single product production mode to industry development with research and development of die technology-focused and products developing towards diversified fields. The company now keeps developing different application products based on the existing four segments, including mobile phone vapor chamber, server thermal module, automobile safety system, drive system, door lock system, armrest box components, engine parts, NB hinge and other related metal stamping products.

  • (II) Industry Overview

  • Industry Status and Development

The company is a professional design manufacturer of thermal modules, with production and sales of various thermal module design products as its main business, which are widely used for 3C electronic stamping components, including notebook and desktop PC thermal fins, thermal components, mobile phone shields, computer server brackets, auto stamping parts, like door hinges, power steering wheels, skylights, airbags and seat belts, as well as building material stamping parts, such as support fitting for house skylights and exterior wall plaques. One of the company's important core technologies is the development and production of dies, which are mainly used for metal stamping process. The company is mainly committed to the development and manufacture of continuous dies. An example of the metal stamping industry and the thermal industry is given below for a detailed description:

  • (1) Metal stamping industry

Stamping is a forming method in which plates, strips, pipes and profiles are applied with external force by stamping equipment and dies to cause plastic deformation or separation, so as to obtain workpieces (stamped parts) with desired shape and size. As defined by the metal center: Stamping die is a processing tool for forming thin sheet metal through the stamping process. The shape of the sheet metal depends on that of the upper and lower dies (in general, the upper die is movable while the lower is not). Simple shape can be made by a pair of dies, but complex shape needs to be completed by more than a pair of dies.

Through stamping, both extremely small-sized instrument parts and large parts such as automobile frames and pressure vessel heads can be manufactured, and both parts with general dimensional tolerance levels and shapes and parts with precision (micron-level tolerance) and complex shapes can be produced. Therefore, metal stamping is very important in the manufacture of automobiles, machinery, household appliances, motors, instruments, aerospace, weapons, etc. The characteristics of precision stamping products are as follows: consistent product quality, i.e. same model of products shall be highly consistent in quality and replaceable with each other; assembly adaptability, i.e. all parts must be perfect in matching with other parts in assembly, especially the precision components of high-precision

- 72 -

electromechanical equipment, which requires a very strict dimensional error; production efficiency, i.e. compared with other metal forming processes such as casting and forging, the stamping process has clear advantages in production efficiency.

China has become the world manufacturing center, and achieved rapid development in automotive, communications, electronics, household appliances and other industries in the last 10 years, increasing the demands for metal stamping components. Many multinational companies have repositioned complete machine manufacturing to China, accompanied by supporting factories, with the purchase of domestic accessories increasing rapidly year by year, driving the rapid development of related industries in China. In this context, the metal stamping industry, one of the basic manufacturing industries, has also achieved rapid development.

  • (2) Thermal industry

As the functions of high-tech products are increasingly stronger, the electrical power required is higher, and more heat is generated therefrom. Therefore it is increasingly important to dissipate heat to keep the system running stably. In recent years, the thermal issue has become an increasingly important technical topic in the design and manufacturing of various 3C products, such as computers (desktops, notebooks, servers), DVD recorders/players, plasma display panels (PDP), LED modules, etc. Due to the large potential in thermal market, an independent "thermal management industry" has been developed. What's more, due to the continuous enhancement of the central processing unit (CPU) and graphics chipset in computing clock rate lead to more heat generated, the thermal solution has become an important part of the personal computer (PC) industry. The current thermal module is composed of thermal fins, heat pipes, fans and other components, which are properly designed. The main design concept is transferring heat generated by CPU, through metal material with high thermal conductivity, such as close contact of copper or aluminum and CPU surface, via heat pipes to the endmost thermal fins, and cooling it with a fan to form convection, thereby keeping CPU running at a certain working temperature, without causing the crash from overheating.

Thermal management products are collectively known as thermal modules, which are now widely used in desktop (DT), notebook (NB), server and other PC product lines, which are considered as the most mature application fields. Therefore, the growth of thermal industry is closely related to the prosperity of the global information and computer industry. With the advances in technology and improvement of product development technology, the demands of many electronic products or equipment for heat dissipation are gradually emerging, such as communication equipment and emerging light-emitting diode (LED) products that are used in the lighting field.

- 73 -

  1. Relevance of Industry Up-, Mid-, and Down- Streams

==> picture [411 x 131] intentionally omitted <==

The relevance of industry up-, mid-, and down- streams that the company belongs to is shown above. The company is a professional metal stamping and die manufacturer, with the main raw materials of aluminum, iron, and copper. Its upstream involves manufacturers, agencies, processors or distributors of metal raw material, and the mid-stream involves stamping product manufacturers and component manufacturers in various industries. The company is a stamping component manufacturer, delivering the manufactured products to various component manufacturers for assembly and then selling to down-stream OEMs or manufacturers. The products of the company have been applied in a wide range of industries, covering 3C electronic stamping components, including notebook and desktop thermal fins, thermal components, mobile phone shields and computer server brackets, auto stamping parts, including door hinges, power steering wheels, skylights, airbags and seat belts, as well as building material stamping parts, including support fitting for house skylights and exterior wall plaques.

  • (1) Relevance of industry up-stream

  • A. Steel plate industry

  • In 2019, China's steel industry continued to deeply advance the supply-side structural reforms, consolidated the results of cutting overcapacity, accelerate structural adjustment, transformation and upgrading, and promoted high-quality development of the entire industry, which ran steadily, according to the data of the Department of Raw Material Industry, Ministry of Industry and Information Technology of the People's Republic of China.

  • a. Crude steel output set a new record: In 2019, China's pig iron, crude steel and steel output were 809 million tons, 996 million tons and 1.205 billion tons, increasing by 5.3%, 8.3% and 9.8% YoY. Crude steel output set a new record high. The market demand of steel industry was optimistic in 2019, and down-stream industries such as infrastructure and real estate were steady. The apparent volume of crude steel consumption in China was about 940 million tons, increasing by 8% YoY.

  • b. Reduction in imports and exports of steel: According to the data from General Administration of Customs, P.R. China, from January to December 2019, the cumulative exports of steel were 64,293,000 tons, with a YoY decrease of 7.3%; the cumulative export value was USD 53.76 billion, with a YoY decrease of 11.3%. The cumulative imports of steel were

- 74 -

12,304,000 tons, with a YoY decrease of 6.5%; the cumulative import value was USD 14.11 billion, with a YoY decrease of 14.1%.

  • c. Narrow fluctuation in steel price: The steel price in 2019 was generally stable, showing narrow fluctuation. It reached a maximum of 113.1 points in early May, and dropped to a minimum of 104.3 points during the year at the end of October. The annual average value of Chinese steel price index was 107.98 points, dropping by 5.9 , with a YoY decrease of 6.77 points.

  • d.Large price increase in imported iron ore: According to the data from General Administration of Customs, P.R. China, the cumulative imports of iron ore in 2019 was 1.07 billion tons, with a YoY increase of 0.5%. The total import values were USD 101.46 billion, increasing by 33.6%, with a YoY increase of USD 26.64 billion. The annual average price was USD 94.8 per ton, with a YoY increase of 34.3 . Compared with last year, the total amount of imports remained stable, and the import prices increased sharply, showing a great impact on the profits of low-stream steelmaking industries.

  • e. Drastic fall in economic profits: Due to the accelerated growth of Chinese steel production, narrow fluctuation, and the downward trend of steel price, as well as the increased price of crude fuels such as iron ore, the economic profits of steel enterprises fell drastically. In 2019, the member steel enterprises of China Iron and Steel Industry Association reached about RMB 4.27 trillion of sales revenue, with a YoY increase of 10.1%; profit reached RMB 188,994 million, with a YoY decrease of 30.9%; the cumulative profit ratio of sales was 4.43%, with a YoY decrease of 2.63 percentage points.

  • B. Non-ferrous metal industry

  • In 2019, the non-ferrous metal industry deeply implemented the spirit of the 19th CPC National Congress and the Central Economic Working Conference. It continued to deepen the supply-side structural reforms, coordinated and promoted optimization and increment, optimized inventory, and improved quality and efficiency, and strictly controlled new capacity of electrolytic aluminum, and accelerated the smart and green transformation of traditional industries, thereby keeping the industry running steadily, according to the data of the Department of Raw Material Industry, Ministry of Industry and Information Technology of the People's Republic of China.

The outputs of the ten kinds of non-ferrous metals in 2019 were 58,420,000 tons, with a YoY increase of 3.5%. Compared with last year, the increasing range fell by 2.5 percentage points. The increased value of non-ferrous metals industries above designated size increased by 8.2%, higher than the average 2.5 percentage points. The annual accumulative increase of fixed-asset investment in non-ferrous industries was 2.1%, among which the YoY increase of mining investment was 6.8%. The investment in industrial technical transformation of energy conservation and emission reduction, advanced materials and other fields were constantly accelerated.

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The average spot price of copper, aluminum, lead and zinc in 2019 was respectively RMB 47,739 per ton, RMB 13,960 per ton, RMB 16,639 per ton and RMB 20,489 per ton, with a year-on-year decrease of 5.8%, 2.1%, 13% and 13.5% respectively. The operating revenue of non-ferrous industries above designated scale was RMB 6,004,200 million, with a YoY increase of 7.1%. The increasing speed was 2.6 percentage points higher than the industrial average value. The total amount of profits was RMB 157.8 billion, with a YoY decrease of 6.5%, among which, the profits of mining industry were RMB 30.1 billion, with a YoY decrease of 28.4%. The YoY decreased profits of lead and zinc mining and dressing industries were RMB 7.5 billion.

The total imported and exported values of non-ferrous metals industries in 2019 were USD 173.9 billion, with a YoY decrease of 12.4%, among which, the imported values were USD 144 billion, with a YoY decrease of 13.5%, and the exported values were USD 29.8 billion, with a YoY decrease of 6.7%. Overseas development has been actively advanced. Many oversea projects by Jinchuan Group, Chinalco and Wanbao Mining and other overseas projects have been put into production and reached target output. Chinalco has begun to supply minerals from bauxite project in Guinea to China. Jiangxi Copper Corporation and Zijin Mining Group have become the leading enterprises by increasing capital in oversea copper resource.

In 2020, China's non-ferrous metal industry still faces the risk of overcapacity, while the tasks of greening and smart transformation are arduous. The international trade environment is complex and changeable, and the consumer market needs to be further expanded. The industry will, as required by the Central Economic Working Conference, continue to deepen the supply-side structural reforms, strictly control the production capacity of electrolytic aluminum, resolve the risk of overcapacity in key industries, and consolidate the achievements of reforms; it is hoped to accelerate the high-end, smart and standardized development, and improve the development level of the industrial chain; explore domestic potential demand, expand the emerging export markets, and keep the industry developing steadily; implement the modernization requirements of the national governance system and governance capabilities, explore and establish the market-oriented and law-based management mechanisms, promote the non-ferrous industry to solidify their foundations, strengthen points of weakness, take their advantages, and move towards the advanced manufacturing.

  • (2) Relevance of industry down-stream

The metal stamping and forming technology is widely used, with its down-stream industries covering almost all manufacturing sectors, including automobile manufacturing, motorcycle manufacturing, communications electronics, aerospace, instrumentation, household appliances, etc. Generally speaking, most of the metal forming components of various electromechanical products are produced by stamping sheet metal technology, of which the

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stamping process is most suitable for mass production. The company's main products include thermal modules, stamping parts and dies. All thermal modules are used in 3C segments. stamping parts are divided into automobile segment, 3C segment and building material segment according to their application fields, and dies are divided into automobile segment and 3C segment according to their application fields.

  1. Various Product Trends

The company is a professional metal stamping and die manufacturing, with products mainly used in thermal modules such as NB, mobile phones, servers and automobiles. The analysis of the product trends in the future is as follows:

  • A. 3C electronics industry

  • (1) Information industry

Affected by the COVID-19, by the end of 2020, the shipment of personal computing devices (PCD) including personal computers (PC), notebook computers (NB), workstations and tablets will be 374.2 million units, with a decrease of 9%, IDC, a market-research firm, estimated. However, it is still optimistic for the long run. By 2024, the shipment of global PCDs will increase to 377.2 million units, with a five-year compound annual growth rate (CAGR) of 0.2%.

The consumer PC (including desktop PC, notebook PC and top ultramobile models) market will continue to decline in the next five years, but product innovation is the key factor to maintain the sustainable growth of the entire PC market, for example, introduction of foldable notebook and smart VR glasses, Gartner, an international research and consulting firm, estimated. In addition, many enterprises in emerging regions (such as China, Eurasia and the emerging Asia-Pacific region) have not yet upgraded to Windows 10, which is expected to bring more needs of replacing commercial computers in the future. The existence of PCs is now still necessary, but PC replacement time will be prolonged as continuous introduction of innovative products will give consumers more choices in the future, although PCs will not be replaced completely.

  • (2) Mobile phone industry

  • In 2020, more than 50 countries around the world will enable 5G service, which will significantly increase the global 5G mobile phone market demands, and major global mobile phone brands will pay more attention to 5G mobile phones. In 2020, except Samsung, LG, Huawei, Xiaomi, OPPO, Vivo will expand the launch of new 5G phones, Apple, Google and SONY will also join the 5G mobile phone market. With 5G chips, radio frequency components, antenna soft board and other components supplied in place, more affordable 5G phones will come into the market successively, thereby boosting the shipment of global 5G mobile phones in 2020. However, with the spread of COVID-19, Chinese mobile phone supply chain has been negatively impacted. Chinese mobile phone market demands declined sharply, and Mobile World Congress (MWC) was canceled, postponing the launch of 5G phones by major mobile phone brands. This has posed a

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certain impact on the shipment performance of the global 5G mobile phone market.

With the impact of COVID-19 on the overall mobile phone supply chain operation and China's domestic market demand, the shipment of global 5G mobile phone will decrease from the originally estimated 249 million units to 196 million units in 2020, decreasing by 21.29%. This proves that the impact of COVID-19 on the shipment performance of 5G mobile phone in China will slow down the shipment growth of global 5G mobile phone, DIGITIMES Research estimated.

Global 5G mobile phone shipment prediction

==> picture [271 x 162] intentionally omitted <==

Source: DIGITIMES Research, Taiwan Industry Economics Services (Feb. 2020)

  • (3) Server industry

In 2019, the shipment of server declined due to the suspended expansion of data center by cloud businesses. But as COVID-19 spread, the home economy will inevitably drive major cloud data centers around the world, such as Google, Microsoft, Facebook, Apple, Amazon, and online entertainment service providers, such as NetFlix and Disney to accelerate the construction of cloud service foundation.

According to the capital expenditure trends of large cloud data centers around the world in recent years, we can see cloud service providers such as Amazon, Facebook, Google and Microsoft are actively returning from capacity consumption to expansion of data center in 2020. Compared with the disastrous capital expenditure growth of only 5.8% for cloud data center in 2019, The Information Network estimated that the overall capital expenditure growth is expected to increase by about 12.3% in 2020.

Growth of cloud capital expenditures from 2014 to 2020

==> picture [218 x 107] intentionally omitted <==

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Source: The Information Network, DIGTIMES (Mar. 2020)

  • B. Automotive industry

    • According to The Five Dimensions of Automotive Transformation published by PwC Taiwan on January 22, 2018, the global automotive industry will be about to change in 2030. By 2030, the total number of vehicle in Europe is expected to decrease from 280 million units to 200 million units, and decrease from 270 million units to 212 million units in the U.S. By contrast, the number will increase from the current 180 million units to 280 million units in China. In China, shared and unmanned vehicles will popularize faster than that of the western world, and China will become the leading market for transformation of the automotive industry in the future. The report also pointed out that the five major transformation trends of the global automotive industry in the future are: electric, unmanned, shared, connected and upgraded annually, under which the global road traffic will undergo a fundamental change.

    • The sales of global vehicles will continue to grow steadily by 2030, but the annual growth rate will fall from an average of 3.6% in the past five years to about 2%, according to McKinsey, a management consulting company. The main reason for the decline is the overall economic adjustment and the rise of new services including car sharing and online car rental platforms. However, the reason for the steady growth of global auto sales in the future is the positive development trend of the global macro economy and the rise of middle class consumer group. The fixed consumer market profit grows year by year, and this growth will continue to depend on the rise of emerging economies, especially the Chinese market. In the future, auto factories must differentiate their products and services, and integrate the value propositions derived from traditional auto sales and maintenance into mobile services, thereby sharing the revenue from global auto market growth.

  • Competitive situation

  • The company is a manufacturer specializing in the design and manufacture of metal precision dies and the stamping of hardware precision components and parts. Since its establishment, it has focused on the improvements of die manufacturing, manufacturing procedures and heat-dissipating devices. With the constant change in market demands, the company has timely adjusted the business and development direction, actively introduced advanced equipment and continued to develop and upgrade processing technology, so it has smoothly turned to single-equipment continuous processing and combination of equipment and manipulator for continuous processing technology from engineering processing. At the same time, in order to comply with customer demands, it has gradually transformed into the assembly and production of components from single product manufacturing. The company's competitiveness and profitability have been furthered improved.

Based on this, the company is able to step across automotive components and building material products from specializing in PC thermal fins. In addition, the company keeps conducting market research and investigation, and continuously improves the existing production processes, devoting to the development of

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products with higher added value.

In summary, the company, relying on excellent die sinking technology and the high sensitivity to market, gradually adjusts its operating strategy in this competitive industry. In the future, it will focus on products with higher added value, such as active development of new notebook hubs and auto parts, continuous improvement of solderless thermal module technology and vertical integration of thermal module process. Through diversified product lines, the company also looks forward to reducing the influences of single market competition or declining industry, lessening the impact of competitive imitation of the company's thermal patent technology and profit compression, and maintaining its market position and competitiveness.

  • (III) Technology and Research & Development Overview

  • R&D expenses invested in the most recent year and as of Mar. 31, 2020

Year
Item
2018
2019
R&D expenses
151,893
125,768
Net operating revenue
6,043,090
5,042,657
Ratio of R&D expenses to
net operatingrevenue
2.51%
2.49%
2. Successfully developed technologies or products
Unit: NT$1,000
Mar. 31, 2020
27,629
876,727
3.15%
Unit: NT$1,000
Mar. 31, 2020
27,629
876,727
3.15%
Year
Item

2018
2019 Mar. 31, 2020
R&D expenses 151,893 125,768 27,629
Net operating revenue 6,043,090 5,042,657 876,727
Ratio of R&D expenses to
net operatingrevenue

2.51%
2.49% 3.15%
Year R&D results Description Scope of
application
2015 Stamping and
forming die for
VCT metallic
sintered products
Simple structure and easy to use. Effectively solve the
problems of traditional VCT metallic sintered products
which cannot be formed by stamping. Effectively
improve work efficiency of the forming processing of
VCT metallic sintered products and reduce the
manufacturing cost. Greatly enhance the operational
safety and reliability of stamping and modeling
process.
Automotive
parts and
other
products
2015 Linear stitching
device
decompressor
Rapid stamping and forming of linear stitching device,
with high production efficiency, avoiding waste of
manpower and material resources.
Medical
equipment
2015 Riveted fin set It uses the continuous dies or cooperates to the
synchronous riveting dies, which can quickly produce
fins. The main advantage is no minimum height
requirement. While the single side is riveted to the
other side, the sapwood design can be random, so the
appearance can be changeable and tightly fastened. It
is applicable to various shapes of fin combination
Computer,
learning
machine, TV
and audio

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Year R&D results Description Scope of
application
structure.
2015 Ring trimming
NUT riveting
device
The NUT processing is completed by trimming the
profile in one-time process, eliminating the trimming
process and greatly reducing NUT production cost,
and then riveted with the plate using the naturally
formed NUT trimming gap. Thanks to the regular
shape and self-contained foolproof guide appearance,
the automatic feeding and continuous intra-mode
riveting process is easy to use, with high degree of
automation.
Computer,
learning
machine, TV
and audio
2015 Copper-aluminum
complex automatic
fastening radiator
component

The materials with a thickness of 0.2 to 0.8 are used for
stamping and forming processes, which can realize the
automatic monolithic fastening inside the stamping
die. It increases the heat dissipation area and improves
the heat dissipation efficiency. It is characterized by
high production efficiency, small size of fastening
points, stale fastening, beautiful and convenient
appearance,etc.
Computer,
learning
machine, TV
and audio
2015 Transmission
equipment for
automobile
steering and
transmission
element
Single-step welding processes are combined into a
composite and automatic welding mechanism,
reducing the number of die openings, and the welding
process of multiple parts can be completed in a set of
automatic welding mechanism, reducing lots of
manpower and material resources, and satisfying the
mass production of components, with high efficiency,
functions of checking lack of weld, and the output
nearlyfive times higher than before.
Automotive
parts and
other
products
2015 Three-dimensional
mechanical arm
equipment
A grasping and conveying mechanism is added in the
multi-station progressive die, which can achieve an
integrated stamping die, reducing the number of die
opening, and it can complete entire production process
of parts in a set of progressive die, reducing lots of
manpower and material resources, and satisfying the
mass production of components, with high efficiency
and the output nearlyfive times higher than before.

Automotive
parts and
other
products
2015 Seat belt height
adjuster processing
equipment

The single-step riveting process is combined into a
composite and automatic riveting mechanism,
reducing the number of die opening, and it can
complete the riveting process of multipleparts in a set
Automotive
parts and
other
products

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Year R&D results Description Scope of
application
of automatic riveting mechanism, reducing lots of
manpower and material resources, and satisfying the
mass production of components, with high efficiency,
functions of checking lack of riveting, and the output
nearlyfive times higher than before.
2015 Automatic riveting
equipment for seat
belt frame
retaining nut

It includes angle divider, press, servo motor, robot, nut
arranging machine, cylinder, fiber inspection, riveting
die, riveting punch, bottom plate base and product
conveyor belt, etc. Its goal is to, through automatic
riveting equipment for seat belt frame retaining nut,
reduce the number of die opening and improve the
dimensional accuracy, which can realize mass
production in a stamping die in a short time, save
costs,and improve market competitiveness.

Automotive
parts and
other
products
2015 Auto horn contact
transmission
mechanism
A transmission mechanism is added in the
multi-station progressive die, which can achieve an
integrated stamping die, reducing the number of die
opening, and it can complete entire production process
of parts in a set of progressive die, reducing lots of
manpower and material resources, and satisfying the
mass production of components, with high efficiency
and the output nearlyfive times higher than before.

Automotive
parts and
other
products
2015 In-die swing rod
shaping
mechanism
Such a mechanism is added in the multi-station
progressive die, which can complete entire production
process of all parts and achieve an integrated stamping
die, reducing the number of die opening, and it can
complete entire production process of parts in a set of
progressive die, reducing lots of manpower and
material resources, and satisfying the mass production
of components, with high efficiency and the output
nearlythree times higher than before.
Automotive
parts and
other
products
2016 Production process
of auto steering
system
components

It can complete the production of entire steering
system components by shrinking, punching, boring
and welding, reducing the number of die opening,
improving the dimensional accuracy, and achieving
mass production in a short time. Save lots of costs and
improve market competitiveness.
Automotive
parts and
other
products
2016 Production process
of automobile
skylight rail

It replaces the single-operation die, and uses large
multi-station progressive die equipped with multiple
working procedures aspunching, bending, convex,
Automotive
parts and
other

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Year R&D results Description Scope of
application
components riveting, deburring, stretching, extrusion and flanging
to produce, which reduces the times of die opening
and improves the production efficiency. It uses the
“production technology of automobile skylight rail
components”, which can produce many parts within a
short time, so as to reduce manpower and material
resources, and satisfy mass production of components,
with high efficiency and output nearly five times
higher than before.
products
2016 Production process
of automobile
airbag components


It replaces the single-operation die, and uses large
multi-station progressive die equipped with multiple
working procedures as punching, bending, convex,
riveting, deburring, stretching, extrusion and flanging
to produce, which reduces the times of die opening
and improves the production efficiency. It uses the
“production technology of automobile airbag
components”, which can produce many parts within a
short time, so as to reduce manpower and material
resources, and satisfy mass production of components,
with high efficiency and output nearly five times
higher than before.
Automotive
parts and
other
products
2016 Three-dimensional
mechanical arm
equipment
It replaces the single-operation die, and uses
continuous in-die automatic manipulators with
multiple functions such as grasping, rotating,
positioning, and fixing in the die, which reduces the
number of die opening and improves production
efficiency. It uses the "continuous in-die manipulator
automation technology", which can produce many
parts within a short time, so as to reduce manpower
and material resources, and satisfy mass production of
components, with high efficiency and output nearly
five times higher than before.
Automotive
parts and
other
products
2016 Laser automation
welding system
The single-operation welding process is combined into
a composite and automatic welding process, reducing
the number of turnover. It uses the "laser automation
welding system", which can produce many parts
within a short time, so as to reduce manpower and
material resources, and satisfy mass production of
components, with high efficiency, functions of
checkinglack ofprocessingand output nearlyfive
Automotive
parts and
other
products

- 83 -

Year R&D results Description Scope of
application
times higher than before, which is promising.
2016 Seat belt height
adjuster processing
equipment

The single-operation riveting technology is combined
into a composite and automatic riveting form,
reducing the number of workers and improving
production efficiency. It uses the "automatic riveting
technology for automotive height adjuster nut", which
can produce lots of parts within a short time, so as to
reduce manpower and material resources, and satisfy
mass production of components, with high efficiency,
functions of checking lack of riveting and output
nearlyseven times higher than before.
Automotive
parts and
other
products
2016 Swing rod bending
mechanism in
large-scale
progressive die

For the production of large parts and large-angle
rebound shaping technology, it improves product size
stability and controllability. It replaces the
single-operation dies, and bends high-strength
materials in progressive dies, which can reduce the
number of die opening and improve production
efficiency. It uses the "swing rod bending mechanism
in large-scale progressive die", which can produce
many parts within a short time, so as to reduce
manpower and material resources, and satisfy mass
production of components, with high efficiency and
output nearlythree times higher than before.
Automotive
parts and
other
products
2017 High-precision
automobile
skylight rail
components based
on new side
stamping and
reverse
compensation
process
The most critical process in the entire process route
and procedure is to drive the material belt through the
tie, which completes the production process of all the
parts in a set of dies. In order to ensure the relative
position of side positioning hole, the side blanking
must be adopted. Place the punch on the side of the
product, and punch out the positioning hole through
the inclined wedge mechanism. Then, remove the burr
on the side hole directly through the burr removal
mechanism in the die, saving the second process of
removing burrs. Due to the lateral bending of skylight
rail components and the bottom required to be formed
as a cambered surface, material twisting will occur
during the forming process. After many tests, it can be
concluded that the parallelism of the two sides of the
slide components meet 0.5mm through the process of
reverse compensation.
Automotive
parts and
other
products

- 84 -

Year R&D results Description Scope of
application
2017 Robot flexible
production line for
automobile
steering column
The single-operation welding process, punching
process, shrinking process, forming process, and
boring process are combined into a composite and
automatic production line, which reduces the number
of die opening and can complete the entire production
process ofparts in a set ofproduction line.
Automotive
parts and
other
products
2017 Multi-head and
multi-station
automatic pipe
shrinking
equipment
The single-operation die production process is
improved to a rapid pipe shrinking process by a
hydraulic cylinder with multiple heads and multiple
stations, which greatly improves the efficiency of pipe
shrinking. It can complete the pipe shrinking process
of parts in a set of equipment, reducing manpower and
material resources, and meeting the requirements of
mass production and high efficiency. Meanwhile, it is
equipped with inspection function. The output is
nearly five times higher than the original
single-processproduction.

Automotive
parts and
other
products
2017 Automatic visual
inspection
equipment for auto
parts

The tool inspection and manual inspection technology
is improved to visual inspection technology, which
greatly improves the inspection efficiency, and can
inspect large quantities of parts in a short time. The
inspection equipment can screen lack of punching,
deformation and disabler, which reduces manpower
and material resources, and satisfies mass inspection of
components, with high efficiency, which is nearly four
times higher than before.

Automotive
parts and
other
products
2017 Automobile seat
rail manipulator
forming die
The single-operation die production process is
improved to a continuous die production process. All
processes such as punching, bending, extruding,
stretching, and raising can be completed in a set of
dies, which greatly improves production efficiency,
reduces manpower and material resources, and satisfy
mass production of components, with high efficiency
and output nearlyfive times higher than before.
Automotive
parts and
other
products
2017 Automatic
stretching and
forming die for
automobile
turbocharging
systemparts
The single-operation die production process is
improved to a continuous die production process. All
processes such as punching, bending, extruding,
stretching, and raising can be completed in a set of
dies, which greatly improves production efficiency,
reduces manpower and material resources,and satisfy
Automotive
parts and
other
products

- 85 -

Year R&D results Description Scope of
application
mass production of components, with high efficiency
and output nearly five times higher than before.
2017 Production line of
automobile seat
belt position
adjusting slider
and seat rail
The single-operation die production process is
improved to a continuous die production process. This
set of production lines integrates the stamping
components and injection parts. The continuous
stamping die for auto seat rail manipulator is first
developed to produce auto seat stamping parts, as well
as continuous stamping dies for seat belt lockhole and
multiple sets of stamping dies for supporting parts,
and then the injection molding line is developed,
which greatly improves production efficiency, reduces
manpower and material resources, and satisfies mass
production of components, with high efficiency and
output nearlyfive times higher than before.

Automotive
parts and
other
products
2018 Ultra-thin sheet
riveting nuts or
riveting screws
Nuts and screws can be riveted on the sheet as thin as
0.05mm.
Computer,
learning
machine, TV
and audio
2018 Stamping die pitch
positioning
Compared to the previous technology, this
achievement is easy to use, safe and reliable, which can
effectively solve the injuries caused to the employees
and damages to the production tools due to improper
operation by the employees, and can save lots of
physical strength and labor time for the operators.

Automotive
parts and
other
products
2018 Multi-head and
multi-station room
temperature
shrinkage tube
This achievement can solve the problems of high die
cost and low processing efficiency in the existing
shrinking method. The pipe parts to be processed for
shrinkage are horizontally and levelly positioned and
clamped by the positioning and clamping mechanism.
Two sets of tube shrinking mechanisms are
symmetrically arranged on both lateral sides of the
positioning and clamping mechanism. The tube
shrinking mechanism includes a single-axis robot, a
horizontal pushing cylinder, a first tube shrinking die
and a second tube shrinking die. The guide rail of the
single-axis robot is arranged in the longitudinal
direction, and the slider is flexibly installed on the
guide rail. The slider is penetrated sequentially from
front to back in a longitudinal direction,and can be
Automotive
parts and
other
products

- 86 -

Year R&D results Description Scope of
application
horizontally installed with the first support base,
second support base and third support base which are
mutually parallel to each other. The first tube
shrinking die and the second tube shrinking die are
respectively installed on the first support base and the
third support base, both of which are facing to the
positioning and clamping mechanism. The horizontal
pushing cylinder is arranged on the horizontally outer
side of the single-axis robot, and its push rod can form
a dismountable horizontal coupling with the first
support base, the second support base and the third
support base respectively.
2018 Automatic welding
of welding nut

Due to the high requirements on welding product
quality and particularity of the welding type, this
achievement can be used to eliminate lack of nut
welding, redundant welding and ensure welding
quality, and improve dimensional accuracy and
stability.
Automotive
parts and
other
products
2018 Automatic waste
collection for
upward blanking
die
The achievement involves a die waste collection
device, especially an automatic waste collecting device
for upward blanking die, which includes a stripper
plate connected to the upper die base and a knife edge
insert fixed on the stripper plate; it also includes big
stripper plate, which is fixed between the stripper
plate and the upper die base; the reject chute, a
continuous manger, is connected with the
blank-holding hole of knife edge insert. The reject
chute is located at the bottom of the big stripper plate
or the top of the stripper plate; the material blowing
tube is connected to the high-pressure gas source, and
is fixed at one end of the reject chute. The material
blowing tube is used for blowing away the waste
materials in the waste chute; the feeding pipe is
located at the other end of the reject chute, which is
used for collecting the waste materials into the waste
bins. The automatic waste collecting device for upward
blanking die cleans up the wastes through
high-pressure gas, realizing immediate cleaning, no
waste accumulation, no influence in production, no
need for manual cleaning,highproduction efficiency,

Automotive
parts and
other
products

- 87 -

Year R&D results Description Scope of
application
simple structure and convenient use.
2018 Manipulator
transmission
mechanism for
progressive die of
auto seat rail
The achievement is a manipulator transmission
mechanism for progressive dies of auto seat rails,
which can solve the problems of low processing
efficiency, unstable product processing size and high
production costs when using the traditional instant-die
transmission mechanisms for processing car seat rails.
It includes stamping machine and progressive die. The
counter-die structure of the progressive die is installed
on the lower table of the stamping machine. The
materials and parts are horizontally and levelly
conveyed along the progressive die; the lower table of
the stamping machine is located in the two
longitudinal sides of the counter-die structure, which
is respectively equipped with a mechanical arm. The
two mechanical arms are arranged in parallel along the
horizontal level, and the two mechanical arms are
respectively provided with one-to-one corresponding
manipulator grippers on each side of the counter-die
structure. Each manipulator grippe is facing to a
processing station of the progressive die. The two ends
of the mechanical arm are connected to a driving
device for driving the robot arms to move in the
horizontal and vertical directions.


Applicable to
automotive
parts and
other
products
2018 Tubular pipe
expanding die
This achievement can achieve the following three
beneficial effects:
1. Concentricity is free of adjustment (the precision
pipe expanding die can provide a good
concentricity)
2. No shaping is required, and the requirements can be
met by one-time pipe expansion (tolerance is about
± 0.05mm)
3.Easyto strip.
Applicable to
automotive
parts and
other
products
2018 Tubular multi-hole
automatic
stamping die

The achievement involves a tubular, multi-hole and
automatic stamping die. The punch is fixed on one end
of the sliding seat. The sliding seat is installed on the
lower template, and is located on both sides of the
steering circular tube. There are multiple punches,
which are correspondingto the holes on the steering
Applicable to
automotive
parts and
other
products

- 88 -

Year R&D results Description Scope of
application
circular tubes. The positioning block is located
between the two sliding seats. The center of the
positioning block is provided with a positioning round
hole, and there are multiple punch holes on both sides.
The punch holes are connected to the positioning
round holes and matched with the punches. The
punches are flexibly inserted into the punch holes; the
die-core round rod is installed on the lower template
through the fixing seat of die core. The die-core round
rod is located in the positioning round hole of the
positioning block, and is coaxial with the positioning
round hole. The center of the die-core round rod is
provided with a discharge hole. The punching hole is
connected to the discharge hole, and the punching hole
is matched with the punch; the loading and unloading
devices are used to insert and push the steering
circular tube in / out the positioning round hole. The
die can realize rapid assembly, feeding, punching and
returning with high processing dimension accuracy,
good stamping stability, high production efficiency,
and lowproduction cost.
2019 High-precision
auto engine timing
chain guide rod
bracket fastening
detection device
This project is to develop a high-precision auto engine
timing chain guide rod bracket detection device, which
is applied to the stamping production of auto engine
timing chains. It uses the fastening detection
technology to efficiently detect the fastening products
and avoid human detection error and waste of
resources, thereby improving production efficiency
and market competitiveness.

Applicable to
automotive
parts and
other
products
2019 Bilateral automatic
pendulum device
Compared to two sets of unilateral automatic
pendulum mechanism, the bilateral automatic
pendulum mechanism reduces an operator and a
punch press. Averagely, one stroke produces two
products in 10s, and one product in 5s, which
improves the production efficiency. Save lots of costs
and improve market competitiveness.
Applicable to
automotive
parts and
other
products
2019 Automatic
clamping
mechanism of auto
horn element
By developing and using the automatic clamping
mechanism, most of the manual clamping operations
are replaced, thus avoiding manual error in operation.
It makes fast and automatic clampingof auto horn
Applicable to
automotive
parts and
other

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Year R&D results Description Scope of
application
based on precise
plastic coating
process
components come true. It also creates conditions for
future mass production, free of tedious manual
operations, saving processing time, eliminating
potential safety hazards for operators, and improving
the workingefficiencyof the machine.
products
2019 One-step
die-cutting die for
auto engine
exhaust system
components based
on fine stamping
and forming
process
Compared to the traditional multi-step die-cutting, the
new one-step die-cutting die reduces the positioning
deviation caused by multiple transmission of the
product in the die, thereby improving the accuracy of
the product. For the traditional mechanism, the
insufficient swaging contact caused by the
multiple-operation die-cutting will lead to deformation
of the hole die-cutting section. The new structure
perfectly solves this problem, and the appearance of
the product has also been improved. Meanwhile, the
new structure can still well balance the strength of the
punch and the blade.

Applicable to
automotive
parts and
other
products
2019 Laser displacement
sensor device for
welding robot

The traditional detection is completed by
corresponding a sensor to each workpiece on the
fixture, and wrapping the sensor in the fixture, leading
to a high frequency of replacement under the high
temperature caused by welding. The laser
displacement sensor is installed on the manipulator to
replace the existing proximity sensor, which can
achieve the "one-to-many" detection effect. According
to the characteristics of the laser displacement sensor,
it can detect the product from distance, avoiding
damage caused by high temperature and splash,
reducing maintenance time, reducing the loss of items,
and improving production efficiency.
Applicable to
automotive
parts and
other
products
2019 Composite
material stamping
die for mobile
phone mid-plate
The die by which two mid-plates can be formed
through one-time die casting can efficiently produce
mobile phone mid-plates.
Applicable to
mobile phone
products
2019 High-precision
visual inspection
device for auto
steering
adjustment bracket

The high-precision visual inspection device for auto
steering adjustment bracket developed by this project
can simultaneously detect whether the welded
products are lack of parts and processes, and
determine whether the weld seam reaches standard,
therebyeliminatingthe uncontrollabilityof manual
Applicable to
automotive
parts and
other
products

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Year R&D results Description Scope of
application
detection.
2019 Thin composite
vapor chamber for
thermal module
This project is to develop a thin composite vapor
chamber for thermal module with high processing
efficiency, low cost, no pollution, and thin depth,
which is free of more sleeve, easy to use and has good
capillaryconductivity.
Applicable to
3C electronic
products
2019 Heat dissipation
structure of
condenser
It is a heat dissipation structure of condenser,
including a heat exchange module and a casing. The
heat exchange module has a large number of internal
channels, and each internal channel is divided into a
high-pressure area and a low-pressure area. There is a
cold air source beside the low-pressure area. At least
one water inlet is set under the high-pressure area. At
least one water outlet is set under the low-pressure
area corresponding to the water inlet. Multiple
connection channels are set in the inner channel that is
far from the water inlet and water outlet. All the
connection channels connect the high-pressure areas
and the low-pressure areas. The heat exchange module
is put inside the casing. The incoming steam passes
through the connection channel with the longest path.
Therefore, a maximum contact area can be reached for
the internal flow circulation of heat exchange module,
so as to improve the entire heat dissipation efficiency.
Applicable to
server
2019 Improved heat
dissipation
structure of
evaporator
structure
It is an improved heat dissipation structure of
evaporator, including at least one heat dissipation
element. The heat dissipation element has an external
wall panel, at the bottom of which there is an internal
wall panel stretching upwards. The internal wall panel
separates the inner bottom of the external wall panel
into two water evaporation areas, and forms a gas
concentration area at the inner top of the external wall
panel. Multiple heat dissipation elements are arranged
in series in the same direction and combined into a
thermal module, which is sealed in a casing as the
improved heat dissipation structure of evaporator.
Applicable to
server
2019 Steady flow
supercharging
device of
It is a rapid heat dissipation and steady flow
supercharging device for condenser, including a heat
exchange module and a casing. The heat exchange
Applicable to
server

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Year R&D results Description Scope of
application
condenser module is assembled by stacking a large number of
heat exchange elements, with lots of inner channels
parallel to each other, in series. The heat exchange
module has a high-pressure area with an air inlet and a
low-pressure area with a water outlet. There is at least
one channel on the heat exchange module, and the
heat exchange module is installed in a casing. The
pressure difference between the low-pressure area and
the high-pressure area can drive the water in each of
the inner channels to flow to the low-pressure area
morequickly,therebyimprovingthe efficiencyof use.
2019 Steady flow
supercharging
device of
evaporator
It is a steady flow supercharging device of evaporator,
including a thermal module and a casing. The thermal
module is assembled by stacking a large number of
heat dissipation elements, each of which has the first
panel, the second panel and the third panel, thereby
forming a half-opened internal flow channel inside the
heat dissipation element. The fourth panel is
positioned at each end of the heat dissipation elements
corresponding to internal flow channel. There is a
water inlet and an air outlet on the thermal module,
which is installed in the casing and outer cover. The
fourth panel can effectively block the two ends of each
inner flow channel, so that the gaseous water heated
and evaporated in the inner flow channel can be
effectively retained in each inner flow channel, and the
internal pressure can be quickly lifted, so that the
gaseous water can be stably and quickly exhausted to
the air outlet.
Applicable to
server

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  • (IV) Short-term and Long-term Business Development Plans

Short-term:

  1. The metal stamping technology is widely used to stabilize the original 3C electronic product market, and expand actively the scope of product lines. In terms of automobile parts, we will continue to seek new customers. At the same, we will actively research and develop other products to reduce operational risks.

  2. Actively maintain the cooperation relationship with existing customers, keep track of market information and win orders for new models. Work closely with customers, provide customer information in the early stage of development, and strengthen cooperation with customers.

  3. Follow the development and updated trend of automobile manufacturing technology, actively develop laser welding technology to meet the market demand. Fully implement the technical advantages of the company robot welding, CMT arc welding and laser welding, undertake the assembly demand of customer assembly, and improve the added value of products.

  4. In the world automobile market, new energy vehicles are developing rapidly. According to the information collected at present, major automakers will launch a number of new electric vehicles to markets around the world in the future. The company will continue actively to strive for stamping parts orders of electric vehicles platform, especially the related stamping parts in battery assembly components, and give priority to the production of new energy vehicles components.

  5. Expand the plastic packaging business of stamping parts, and provide customers with more convenient and complete services.

  6. Continue to strengthen the R&D capabilities of Taiwan R&D Center, and increase investment in R&D expenses.

  7. Take advantage of the latest new technology, actively strive to explore some specific application areas of thermal module, such server, medical equipment and AR (augmented reality), VR (virtual reality), MR (mixed reality), etc.

  8. Strengthen the R&D investment in server slide, further expand the production capacity of slide rail, and improve the production management capacity in response to the increasing market demand for the server slide.

  9. The company will take the Czech factory as the base, take advantage of the geographical advantages close to customers, and actively participate in the customer’s new product development process, and take the lead to win subsequent orders for the group.

  10. Grasp the advantages of mainland China in 5G application. Strive for participating in 5G supply chain to achieve more revenue and improve the company’s profitability.

Long-term:

  1. Assembly and finish product production based on component manufacturing to provide customers with a one-stop service and expand the business scale.

  2. For the company’s current product line, such as thermal module, hinge, slide and

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  • other products, launch new generation products through the continuous investment of research and development, in order to gain a larger market share.

  • Continuously improve the service quality of overseas customers to gain more share of overseas market. Continue to strengthen the layout of overseas business markets in Europe, America and Japan to improve the company's future business performance.

  • Try to introduce strategic partners and integrate upstream and downstream resources to enhance the company's competitive advantage.

  • Engage in the vertical integration of the thermal industry chain to strive for diversified development of products and strengthen the risk response capacity of the company.

  • Actively develop new customers of well-known enterprises in mainland China and realize the two-way sales structure in both domestic and foreign markets.

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II. Analysis of the Market as well as Production and Marketing Situation

  • (I) Market analysis

  • Sales region(s) of main products

Unit: NT$1,000;% Unit: NT$1,000;% Unit: NT$1,000;% Unit: NT$1,000;%
Year
Geographical
region
2018 2019
Amount Ratio Amount Ratio
Asia 5,689,541 94.15 4,562,467 90.48
America 164,330 2.72 289,472 5.74
Europe 189,219 3.13 190,718 3.78
Total 6,043,090 100.00 5,042,657 100.00

2. Market share

The company's main products include thermal components for mobile phones, notebooks and servers, as well as auto parts and building parts. By now, the company and its subsidiaries have transformed from the production of thermal fin to the production of complete thermal modules. Our sales targets are high-end customers in Japan and the U.S., among which the company and its subsidiaries have a good market share. In addition, the company and its subsidiaries keep conducting market research and investigations, continue to improve the existing production processes, and are committed to developing products with higher added value, which further improves the company's competitiveness and profitability, and maintains the company's market position and share.

  1. Supply and demand, growth and competition niche of future market: (1) Supply and demand:

There are numerous manufacturers of metal stamping products both at home and abroad, with a great difference in production scale and product precision. The company's current main products can be divided into 3C electronic components, automotive stamping components and other stamping products. 3C electronic components principally are thermal components for mobile phones, notebooks and servers. The market supply and demand are closely related to the downstream industries.

(2) Growth

A. Information

The output value of the information industry mainly comes from the traditional personal computer (notebook, desktop) and tablet markets, but the computer market has gradually become saturated, and the consumer use habits have changed, greatly improving the usage of smart mobile devices, and excluding the willingness to buy traditional computers. According to preliminary statistical results of Gartner, an international research and consulting agency, the shipment of global PCs (including desktop PCs, notebook PCs and top ultramobile models) in 2019 was about 261 million

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units, increasing by 0.6% compared with that in 2018. This was the first growth in PC market since 2011, mainly due to the massive commercial demand brought by the Windows 10 replacement trend.

Unit: 1,000 units

==> picture [277 x 173] intentionally omitted <==

Note: The above data covers desktop PC, notebook PC, and top-level ultramobile types (such as Microsoft Surface), excluding Chromebook and iPad. All data are estimated based on the results of the preliminary investigation, and the final valuation may change. The shipment sold onto the sales channels prevails for the statistical data.

Source: Gartner (Jan. 2020)

According to statistics from market survey agencies Gartner and Strategy Analytics, although the Intel CPUs in 2019 was out of stock and the US-China trade war affected global PC shipments, the company still benefited from the continuous upgrade of the Windows 10 operating system by enterprises, boosting the increase of commercial PC market. Moreover. the new products of processors and display cards have been launched one after another. For instance, in April, Intel launched the series products of the 9th generation of Intel Core processor; in July, AMD released 7nm process of Ryzen 3000 series processor and Radeon RX 5700 series display cards, and NVIDIA also launched the GeForce RTX 20 Super series display cards. In the second half of the year, the shortage of Intel CPUs was gradually eased. In addition, PC brand factories stocked up in advance due to the risk of additional tariff. Therefore, according to the statistics from market survey agency Gartner, the global PC shipment in 2019 was 261 million units, with an annual increase of 0.6%. It is the first growth since 2012. Additionally, in terms of tablet PCs, although there is still a certain market demand for commercial tablet PCs used for education and catering, consumer tablet PCs are subject to saturation due to market demands. The substituting effect of large-size smartphones continues to make the tablet PCs become more dispensable. The introduction of smart speakers also disperses the sales momentum of lower-end tablet PCs. Therefore, according to the statistics from market survey agency Strategy Analytics, in 2019, the global shipment of tablet PC was 160 million units, with an annual reduction of 7.45%.

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Global PC and tablet shipment change trends

==> picture [281 x 173] intentionally omitted <==

Note 1: Personal computers include desktop computers, notebook computers, and workstations, excluding tablet computers. Note 2: Tablets include slate tablets and detachable tablets. Source: Gartner, Strategy Analytics, Taiwan Industry Economics Services (Feb. 2020)

Overall, although the shipment of global tablet PC continued to decline in 2019, the PC market has benefited from commercial replacements and the advancing stock requirements for the US-China trade war, which helped increase the demand for computer peripherals in this industry. However, due to the rapid spread of COVID-19 in China since the end of 2019, Taiwan plants in Mainland China extended the date of work resumption after Chinese New Year in 2020. Besides, due to the city lockdown by the Chinese government and the expanded scale of control, manpower, logistics, road opening and production capacity after the work resumption are all in uncertain states, affecting the production, logistics and transportation of the supply ends. In addition, the epidemic impacts consumer confidence in the end markets, especially the impacts on the consumer PC markets, which is worse than the commercial markets. According to the survey of Canalys, it is estimated that the global PC shipment in the first quarter of 2020 will decline by 10.1% to 20.6% compared with that of the same period in 2019 and by 8.9% to 23.4% in the second quarter compared with that of the same period in 2019, indicating a poor global PC market in the first half of 2020, the shipment will drop significantly, which then drags down the shipment performance of computer peripherals in this industry. However, in Europe and America, the lockdown of cities for epidemic prevention brings more obvious impact to commerce and education types. Due to shutdown of computer factories in China, all brands have a low level of channel inventory, which will promote the rebound of demand in the second quarter.

  • B. Mobile phone

In 2019, mobile phone brands, for the purpose of stimulating market demand, kept improving product specifications and accelerating functions of multi-camera design and under-screen fingerprint identification. However, as limited by the development bottleneck of smartphone and longer replacement cycle, the smartphone market demand lacked momentum. Interfered with

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US-China trade war, technological war and other factors, in China, the world ’s largest smartphone market, consumption willingness were impacted, which has led to economic growth slowdown and decreased sales of smartphone. The Chinese government released 5G commercial license in advance, driving local telecom operators to launch 5G commercial services in advance, promoting sales of 5G mobile phone. But due to the limited 5G service coverage and the relatively high price of 5G mobile phone, the initial shipment of 5G mobile phone was limited, and the overall market demand was not well promoted, therefore, the smartphone market of China in 2019 continued to drop. By contrast, due to increasing penetration of 4G communication service and introduction of differentiated phone models by major mobile phone brands focusing on local needs, India, Indonesia, the Middle East, Africa and Eastern Europe had increased demand growing sustainably. However, as the base period gradually increased, the growth slowed down in 2019.

Generally speaking, after years of development, the global market penetration rate of smartphones has been high. In face of development bottleneck of product functions, and transition period from 4G to 5G for mobile communication, consumers turn to wait and see, which impacts the replacement demand. Therefore, under the influence of lack of growth momentum in the European and American markets, demand decline in Chinese market and growth slowdown in emerging markets, the shipment performance of global smartphone market continued to slump. According to the survey data of International Data Corporation (IDC), the shipment of global smartphone markets in 2019 was only 1.371 billion, decreasing by 2.3% over 2018, showing a recession trend for three consecutive years.

Global smartphone shipments and annual growth from 2014 to 2019

==> picture [297 x 194] intentionally omitted <==

Source: IDC, Taiwan Industry Economics Services (Jan. 2020)

Entering 2020, affected by COVID-19 epidemic, the assembly operators and OEMs of mobile phones are facing crises. However, as countries around the world continue to promote 5G commercialization, more and more people will change their phones, so that the shipment in the global smartphone market will slightly increase, instead of slowly decreasing year by year. In the mobile phone

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manufacturing industry, the assembly operators and OEMs of mobile phones will benefit from the significant increase in the shipment of the global 5G mobile phone market, and the unit price of 5G mobile phones significantly higher than that of 4G mobile phones.

All in all, the continued expansion of the COVID-19 epidemic has a significant impact on the operation of the mobile phone manufacturing industry in the first half of 2020. With the gradual increase of Chinese market demands in the second half of 2020 and affected by 5G-enabled iPhones, the shipment of the 5G mobile phones is expected to increase significantly, and the mobile phone manufacturing industry will gradually stabilize. It is expected that there will be a slight decrease in the mobile phone manufacturing industry in 2020, and the decrease will be in an amplitude smaller than that of 2019. It should be noted that if the COVID-19 epidemic cannot be gradually controlled in the second quarter of 2020, the demands for new machine stocking in the second half of the year will be impacted. The COVID-19 epidemic will be an uncertain factor impacting the decreasing amplitude of the mobile phone manufacturing industry in 2020.

C. Server

With the rapid development of the Internet, users' demands for information delivery speed are also increasing, which further drives the trend of cloud computing. With the successive launch of new services and solutions by major cloud vendors, the cloud has been regarded as the future development direction of the global information technology. Driven by the cloud, the functions of the server have changed from the previous database application to the cloud storage and computing. Users can use servers to store and manage their personal information and use the service on the different devices through the cloud computing platform to reduce the weight of electronic products. Servers can also reduce the internal information management of enterprises and reduce energy consumption with the advantages of economy and efficiency. In recent years, the technologies of servers continue to develop toward high-density and miniaturization.

According to the DIGITIMES Research survey and research results, global server shipments throughout 2019 will be affected by the increase in tariffs imposed by the US-China trade war in the first half of the year and large data centers pulling goods ahead of schedule in 2018. Driven by factors such as the increase in the demand for large-scale data centers in the United States and the server market in mainland China, it began to return to the right track of growth, with a decline of 1.2% throughout the year. In the first quarter of 2020, due to the strong demand for large data centers, the original forecast of global server shipments will increase slightly by 1.2% quarterly, but the pneumonia epidemic affects the normal operation of the entire supply chain, and the shipment is expected to decrease by 9.8% quarterly.

D. Automobile

According to the IEK investigation and research results, people's willingness to

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buy cars was affected, because it was hard for mainland China to implement the industrial transformation and upgrading throughout 2019, the government has adopted strategies such as capacity reduction, destocking, deleveraging, cost reduction, and dynamic balance between supply and demand, affecting the income stability of the relevant employees and the impacts of the US-China trade war are growing In addition, due to the negative impact of the continued US-China trade war and rising car loan interest rates, the global auto sales was 90.588 million in 2019, declining by 4.70% over 2018.

Automobile sales and changes from 2010 to 2019

==> picture [319 x 166] intentionally omitted <==

Sources: OICA (Sep. 2019); Marklines (Sep. 2019); ISTI, ITRI (Oct. 2019)

According to the IEK investigation and research results, under the trend of energy saving and carbon reduction in 2019, the global sales of electric passenger vehicles steadily increased. Electric vehicle is one of the necessary strategic paths for manufacturers to respond to future international standards. Driven by this driving force, the sales of the global electric vehicles exceeded 4 million in 2018, and maybe 5 million in 2019. In addition, in 2019, the hybrid electric vehicles (HEVs) continued to play a major role in sales due to the characteristics of not changing the current habits of users. Supported by Japan, the United States and mainland China, it's sales accounted for about 54.2% of the total sales of electric vehicles; and supported by the sales of mainland China, the United States and Norway, the sales of the battery electric vehicles (BEVs) accounted for about 33.3% of the total sales of electric vehicles. Overall, the global sales of electric passenger vehicles in 2019 was about 5 million, increasing by 23.2% over 2018.

Sales and Changes of Electric Vehicles from 2009 to 2017

==> picture [263 x 134] intentionally omitted <==

Source: Marklines (Sep. 2019); ISTI, ITRI (Sep. 2019)

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According to Counterpoint research results, affected by the COVID-19 epidemic, China’s automotive component factories have been shut down and a large amount of countries and cities in Europe and the United States are on lockdown, leading to a significant drop in demand in the auto market. The global vehicle demand may decline by 7% in 2020, especially in the first half of 2020.

2020 global vehicle sales forecast

==> picture [201 x 155] intentionally omitted <==

Source: Counterpoint; DIGTIMES (Mar. 2020)

  • (3) Competitive niches

  • A. Excellent die development and design capabilities

Metal stamping is a process formed by applying external force to the metal relying on the stamping equipment and die. The die design and manufacture is the key to this process. Since the establishment, the company has been committed to design, R&D and manufacturing of precision die, and has established a special die development department. Through cooperation and exchanges with large die development companies in Europe and the United States, it has continuously improved its die development level. So far, the self-used dies are 100% developed all by itself.

The advanced nature of the company's die R&D and design is demonstrated in two aspects: the company conducts analogue analysis for dies to simulate the potential problems in the actual assembly and debugging phase in advance by using PressCAD and Keycreator software in the die design stage. Meantime, in order to promote the standardization of die development and manufacturing, the company develops the ERP software with a software development company specifically for die development and manufacturing, significantly improving its die development efficiency. For example, the die-sinking time of the thermal module products in the industry is about three weeks. The company can shorten it to 12 days with the standardization die production process. In addition, the company has advanced die production equipment, such as Japan's OKUMA CNC machining center and Swiss CHARMILLES wire cutting machine and other high-precision die manufacturing equipment, to ensure that the quality and precision of the dies produced are industry-leading.

The large three-plate multi-station concatenation die developed by the company can complete all forming processes such as ribbing, hole drawing, bending, deburring, bumping and deep drawing only using a set of dies according to the

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structural characteristics and forming characteristics of the parts. Meanwhile, it has high-precision guidance and accurate distance setting system, and is provided with automatic feeding, automatic ejection and security detection devices for realizing automatic continuous stamping production. Compared with the traditional single-operation stamping production process, the large three-plate multi-station concatenation die improves the work efficiency by more than seven times, and reduces more than 70% of the staffs, and the die can be used for 10 million times and has reached the die technology level of developed countries.

  • B. Excellent quality control ability

The quality of metal stamping parts directly determines the quality of the complete machine products. Since its establishment, the company has passed the ISO14001:2015 and ISO / TS16949: 2009 quality control system certifications of AFAQ/BsetCERT,Ltd. It conducts quality control and management in strict accordance with quality control system and special customer requirements. Moreover, the company has purchased three-coordinate measuring machines produced by Hexagon and contourgraphs and other high-precision product quality measurement and test devices from Japan and Switzerland and other countries to strictly measure and control the quality of raw materials, production and shipment throughout the process to ensure that the company's product quality meets the certification requirements. The company is equipped with Minitab process analysis software to ensure the effective operation of the quality system and effective control of product quality.

Over the years, the company has gained recognitions of the customers with its product quality. From 2010 to 2014, it has won the Excellent Supplier Award of AUTOLIV, the world's largest automotive safety system manufacturer for many times, and has won the 2017 Best Cooperation Award and 2016 Quality Excellence Award of BorgWarner, the 2017 General Manager Award of Wuhan Tianhe and many other awards.

  • C. Rich product structure

The company has built diversified product lines and customer bases with its excellent die development and design capabilities and precise stamping technology. At present, its products can be used in communications, consumer electronics, home appliance, automotive, construction and medical industries, etc. The company also has fixed customers in different industries, which is not limited to a single product or a single industry, effectively reducing its operating risks. In addition, the levels of the company's stamping equipment range from 60t to 800t, meeting the different needs of customers.

  • D. Continuous R & D abilities

The company is mainly engaged in the R&D, production and sales of precision metal stamping components. Since its establishment, it has focused on the metal stamping and has improved its own technical reserves through continuous R & D and innovation. The company was recognized as Kunshan science and technology R&D institution by Kunshan Science and Technology Bureau in

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  1. Since 2010, it has been recognized as a high-tech enterprise by Jiangsu Provincial Department of Science and Technology, Department of Finance of Jiangsu Province, State Tax Bureau of Jiangsu Province and Local Tax Bureau of Jiangsu Province. In 2013, it was recognized as a foreign-funded R&D institution in Jiangsu Province by Jiangsu Provincial Department of Science and Technology. In 2018, the R&D center passed the identification of Jiangsu Engineering Technology Center and Jiangsu Enterprise Technology Center; currently, China has 77 patent rights, including 28 patent rights for invention and 49 patent rights for utility model; Taiwan has 9 patent rights, including 4 patent rights for invention and 5 patent rights for utility model.

In the future, the company will continue to research and develop the technologies for large-scale high-precision progressive dies, 3D complex molding product progressive dies, and mechanical-electrical progressive dies and comprehensively use these technologies in stamping progressive dies, so that traditional mechanical theory and process molding die can become truly intelligent progressive dies with the help of mechanical-electrical integration and win market opportunities with fast and precise die sinking technology.

  1. Favorable and Unfavorable Factors of Development Prospect and Countermeasures

  2. (1) Favorable factors

    • A. Global layout

In addition to the production base in China, the company has set up branches in many countries and regions such as Taiwan of China, Mainland China, Thailand, the Philippines, the United States and the Czech Republic because there is a market plate movement caused by the increasing production costs in China, and the rise of trade barriers in various countries, and the company intends to provide customers with localized and most immediate production and sales services. Therefore, the company can make full use of China's advantageous production environment and effectively meet the domestic demands of China. It also arranges production bases in ASEAN region and arranges sales branches in Europe and the United States in order to meet the needs of customers in real time by nearby service and reduce the impacts of US-China trade war. Therefore, the company's global layout is an indispensable favorable factor affecting its future development.

  • B. Wide range of application of products

The company's products are used in many fields such as motor machinery, 3C, automotive electronics, building materials, sports equipment and medical care industry. Since the metal material has always been an indispensable element in various industries, the overall market of this industry is promising and it is worthy of continuous development. Although the industry has entered a mature stage, the industry's market will be able to grow steadily every year, unless the global economy encounters unfathomable major adverse factors. The company's products will be applied in more fields benefiting from the scale economies and ever-increasing design capabilities, providing a good environment and innate factors for the company's sustainable operation and

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sustainable development.

  • C. Economies of scale and advantages of die design capabilities The design and manufacture of dies is critical for stamping manufacturing and the purchase quantity of economies of scale is beneficial for reducing raw material procurement costs, which are critical for a company to maintain a competitive edge in the fierce market competition Since the establishment, the company has been concentrating on design, R&D and manufacturing of precision dies, and established a special die development department to continuously improve its own die development level. At present, the company can develop dies all by itself for self-use and sell these dies to other stamping factories. With the high-precision product quality measurement and testing equipment, the entire process of the company's raw materials, production and shipment are strictly measured and controlled to ensure that the company's product quality meets certification requirements. In addition, the development and application of continuous dies improved the company's production efficiency and production capacity, so its business scale continues to grow. The company's ability to bargain in raw material procurement improves with the increase in economies of scale, making the company be a long-term partner for customers to jointly enhance their competitiveness.

  • (2) Unfavorable factors and countermeasures

  • A. Higher risk of enterprise management caused by short product life cycle Currently, half of the products of the company are 3C consumer products which will be replaced frequently, so the efficiency is high in the entire production process. The products are characterized by short development time, more design changes, short production cycle and poor versatility of tailor-made parts without accurate production forecast information provided by the customers.

Countermeasures:

For such parts, the company takes the initiative to keep in touch with customers to obtain customer information as soon as possible. It also continuously develops 3C new products, diversifies the source of customers to avoid the risk of concentrated sales, and actively develops automobile parts and building materials parts and other non-3C electronic stamping parts and components to strengthen the stability of the company's product structure and reduce the impact caused by 3C electronic products changing rapidly. In addition, Build-to-Order is preferred in the production schedule, raw materials in special specifications are strictly controlled, and the inventory is cut to decrease the loss of product stockpiling.

  • B. Many companies in the industry and fierce price competitions According to the work summary of Confederation of Chinese Metalforming Industry in 2019, there are more than 45,000 members in the stamping industry across the country. Although there is a large number of companies in the industry, most of them have a relatively poor performance in terms of business philosophy, process development, product design, equipment and die and

- 104 -

human resources compared with the international advanced companies. The entire stamping industry is facing price competitions, many small and medium-sized enterprises have gradually withdrawn from the market, and the investment in equipment has been less than that of the past.

Countermeasures:

The company continuously improves technologies and introduces new technologies, shortens die sinking time, develops high-precision products, improves service quality, and maintains close cooperative relations with manufacturers to gain customer trust and stabilize the existing market. In addition, the company has continued to improve the management quality and effectively improve the operating efficiency. With the continuous improvement of existing technology and the development of diversified products, the company's competitive advantage can be maintained.

  • C. Frequent fluctuations of the price of raw materials

The company's products are widely used in computers, mobile phones, automobiles, building materials and consumer electronics. The materials used include copper, aluminum, iron, stainless steel and special materials. Due to the unsettled market in recent years, the price of raw materials has changed frequently.

Countermeasures:

The company implements price management of quoted raw materials. When the new product cases are developed, the business personnel will record the quoted raw material price and notify the purchasing staffs. Purchasing Department will conduct the weighted average for the price of materials purchased each time and the stock price of raw materials in the inventory to obtain the price of raw materials in the inventory. After comparing and analyzing the quoted raw material price and the price of raw material in the inventory, the Purchasing Department can adjust inventory immediately to reduce the risk of raw material price fluctuations.

  • (II) Main Functions and Production Process of Main Products

  • Major functions

Major functions
Major products Products (services) applications
3C electronics
segment
Computers, radiators related stamping parts, servo slides
Metal stamping parts for household air conditioners, ice
machines and motors
Mobile phone internals”uo, vapor chamber
Metal stampingparts for medical equipment
Vehicle parts
segment
Airbags, seat belt buckles, engines, steering systems, skylights,
door hinges, seat brackets and other metal parts
Building material
segment
Support fittings for sloping roof skylights and exterior wall
plaque

- 105 -

Major products Products (services) applications Dies and other Molding tools, sports equipment segments

  1. Production process

  2. (1) Die production process

==> picture [416 x 263] intentionally omitted <==

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

Graphic Material Heat
design preparation Machining treatment Griding
Assembly and Sample Sample Mass
Wire cutting
debugging product approval production
(2) Production process of stamping products
Stamping Stamping Process
material Die setting-up production inspection
Secondary Inspection and Outsourcing Inspection and
processing warehousing processing warehousing
Full inspection Inspection and
and packaging shipment
----- End of picture text -----

  • (2) Production process of stamping products

(III) Supply of primary raw materials

The company mainly engages in production and sales of precision metal stamping components, which are widely used in computers, mobile phones, automobiles, building materials and consumer electronics. The materials used include copper, aluminum, iron, stainless steel and special materials. In recent years, the quality of raw materials provided by dealers in mainland China has been improved, and has met the needs of the company's customers. In consideration of cost and delivery time, the company mainly purchases raw materials from mainland China, and assesses suppliers' cost, quality and delivery time at regular intervals to ensure product quality and yield. It also maintains a close partnership with major raw material suppliers, and maintains more than two suppliers providing major materials such as copper, iron and aluminum to ensure the supply of raw materials and reduce the risk of shortage of materials, and the supply of raw materials should be evaluated as being in good conditions.

- 106 -

  • (IV) A list of any suppliers and customers accounting for 10% or more of the company’s total procurement (sales) in either of the 2 most recent years, the percentage of total procurement (sales), and an explanation of the reason for changes in these figures

  • Names of suppliers who accounted for more than 10% of the gross purchases of the company in the last two years, and the amount and ratio of purchases:

Unit: NT$1,000

Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000
2018 2019 Q1 2020
Item Name Amount Proportion
to net
purchases
of goods
for the
entire year
(%)

Relati
onship
with
the
issuer
Name Amount Proportion
to net
purchases
of goods
for the
entire year
(%)
Relati
onship
with
the
issuer

Name
Amount Proportio
n to net
purchases
of goods
for the
entire
year(%)
Relati
onshi
p
with
the
issuer
1 A 424,781 10.35 None None - - - T 38,344 11.99 None
2 - - - - - - - - E 36,120 11.29 None
3 - - - - - - - - U 35,969 11.24 None
4 - - - - - - - - A 34,592 10.81 None
Others 3,680,075 89.65 - Others 3,028,463 100.00 Others 174,859 54.67
Net
purchase
4,104,856 100.00 Net
purchase
3,028,463 100.00 Net
purchase
319,884 100.00

Main change reasons: In 2019, the main suppliers of the largest supplier remained unchanged, but the purchase amount has decreased. Therefore, the purchase amount accounted for less than 10% of the total purchase amount.

  1. Name and gross sales of major clients that have accounted for at least 10% of sales in either of the most recent two years, and the percentage against total sales:

Unit: NT$1,000

Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000
2018 2019 Q1 2020
Item Name Amount Proportion to
net sales of
goods for the
entire year (%)

Relationship
with the
issuer

Name
Amount Proportion to
net sales of
goods for the
entire year
(%)


Relationship
with the
issuer

Name
Amount Proportion
to net
sales of
goods for
the entire
year(%)

Relationship
with the
issuer
1 f 1,468,721 22.46 None f 1,132,423 22.46 None f 161,423 18.41 None
Others 4,574,369 77.54 Others 3,910,234 77.54 Others 715,304 81.59
Net
sales
6,043,090 100.00 Net
sales
5,042,657 100.00 Net
sales
876,727 100.00

Main change reasons: In 2019, because of the impact of the US-China trade war, the sales amount of the largest customer declined.

- 107 -

(V) Production value in the most recent 2 years

Unit: NT$1,000

Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000
Main products Unit 2018 2019
Productio
n capacity
Productio
n volume
Productio
n value
Productio
n capacity
Productio
n volume
Productio
n value
3C electronics
segment
1,000 PCS 149,982 142,456 1,749,797 111,608 99,693 1,163,346
Vehicle parts
segment
1,000 PCS 159,865 259,395 1,434,659 140,942 126,621 1,396,027
Building
material
segment
1,000 PCS 2,773 2,545 63,252 2,091 1,916 61,000
Dies and
others
PCS/set 313 307 386,691 243 291 266,105
Total - - 3,634,399 - - 2,886,478

(VI) Sales volume/value in the most recent 2 years

Unit: NT$1,000

Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000
Primary
commodity
Unit 2018 2019
Internal sales External sales Internal sales External sales
Volu
me
Value Volume Value Volu
me
Value Volume Value
3C
electronics
segment
1,000
PCS
409 22,238 504,159 3,849,448 981 31,135 291,209 2,814,188
Vehicle
parts
segment
1,000
PCS
0 0 256,315 1,705,041 0 0 117,511 1,749,079
Building
material
segment
1,000
PCS
0 0 2,679 76,076 0 0 1,980 76,140
Dies and
others
PCS/se
t
57 42,842 1,103 347,445 72 141,549 233 230,566
Total - 65,080 - 5,978,010 - 172,684 - 4,869,973

- 108 -

III. The number, average year of services, average age, and educational background of the employees in the most recent two years as of the publication date of the annual report

eport
Year 2018 2019 The current year
as of May 15,
2020
Number of
employees
Direct Personnel 520 467 453
Indirect Personnel 462 430 498
Total 982 897 951
Average age 32.25 33.32 33.83
Average year of services 3.21 3.38 3.35
Educational
background
PhD 0.00% 0.00% 0.00%
Master 1.43% 2.12% 2.10%
University 31.98% 34.78% 32.18%
High school 34.22% 29.99% 31.44%
Below high school 32.37% 33.11% 34.28%

IV. Disbursements for Environmental Protection

  • (I) In the most recent years as of the publication date of the annual report, the losses due to the environment pollution (including indemnity) and total amount of punishment: All of the company's expenditures were normal (hazardous waste disposal fee, environmental monitoring fee and domestic garbage disposal fee, etc.), and the total expenditure was NT$ 166,178 in 2019.

  • (II) Countermeasures in future (including improvement measures) and possible expenditures (including the estimated amount of loss, punishment, and indemnity that may occur if no countermeasure is taken. If it cannot be reasonably estimated, give a reason): It is expected that the expenditure is approximately NT$ 672,000 in 2020. The company regulates its internal management according to government requirements to avoid unreasonable expenditure.

V. Labor Relations

  • (I) Employee benefit measures

  • Employee benefits

  • (1) Republic of China:

    • Diversified employee benefits include labor insurance, health insurance, labor pension and group insurance, employee meal subsidies, employee health checks, departmental social dining, three-holiday cash gifts and wedding and funeral subsidies.

The communication channel is smooth and the employee complaint system is implemented, which includes a hotline, a suggestion box, an EM for complaint, and a sexual harassment complaint mailbox.

- 109 -

Regularly hold labor-management meetings and conduct employee opinion surveys for the references for executives, internal operations, enhancing employee engagement and improving work input.

Regularly organize various activities, such as employee sports meets, family days, various sporting events and artistic and cultural activities, so that employees can have more leisure and social activities after work.

  • (2) Mainland China:

  • A. Vacation: Public leave, annual leave, marriage leave, bereavement leave, maternity leave, etc. National statutory leave is paid leave.

  • B. Insurance: In addition to the social insurance stipulated by laws and regulations, the company also purchases commercial insurance for some employees in special positions.

  • C. Health: The company provides free physical examinations and follows up re-examination arrangements, reminds the employees every year, and assists them in medical consultation and hospital arrangements.

  • D. Benefits on holidays: Distribute festival fees or holiday gifts to all employees on every national legal holidays such as: Spring Festival, Women’s Day, Dragon Boat Festival, Mid-Autumn Festival, etc. In every summer, the company distributes heatstroke prevention subsidies and cooling items (such as mung bean soup and industrial ice cubes) to outdoor operators or people working indoors with the temperature beyond the law.

  • E. Marriage, childbirth and birthday: The Personnel Division counts the list of employees for marriage, childbirth and birthday monthly, and issues wedding cash gifts, childbirth cash gifts and birthday cake coupons.

  • F. Cultural activities:

    • a. In order to enhance the understanding and integration between employees, the company set up a Strategy Planning Office to create a harmonious working environment and a good interpersonal atmosphere for employees. The Strategy Planning Office will organize group activities and various sports activities from time to time, and plan the Welcome Party at the beginning of each year. In the Welcome Party, it will prepare incredible prizes and year-end employee commendations.

    • b. The company will sponsor each unit to organize tourism activities from time to time.

    • c. Establish cooperation with the Government Federation of Literary and Art Circles, and hold calligraphy, painting, photography and other public welfare trainings in the company every year to enrich the spare time of employees.

  • (3) Czech Republic:

  • A. Pay social and health insurance for employees, which account for 25% and

    • 9% of total wages, respectively, and conduct regular medical examinations.
  • B. 20-day legal holidays + 5-day additional free days.

  • C. Meals subsidized by the canteen.

  • D. Liability insurance for machine operators.

  • E. Free tea and pastries in the workplace.

- 110 -

  • F. Summer BBQ and Christmas party.

  • Employees' Continuing Education and Training

  • (1) The company actively develops employees and enhances their professional capabilities. In addition to irregularly organizing internal education and training to enhance employees' skills and irregularly sending employees to participate in external training and studying, it also encourages employees to engage in advanced studies to improve work performance, so that employees can have long-term planning and investment in company services.

  • (2) The results of the company's education and training in the most recent year are as follows:

follows:
Course
Internal training of
the company
External training of
the company
Total training
hours
Fees
(NT$1,000)
44,633 6,219
780
  • (3) Finance personnel obtaining relevant qualifications specified by the competent authority:
authority:
Job title Name Organizer Course title Hours of
courses
Financial and
Accounting
Managers
Lu, Chin-Yu Accounting
Research and
Development
Foundation
Continuing training class
for principal accounting
officers of issuers,
securities firms, and
securities exchanges
12
Assistant
Accounting
Manager
Chien,Yi-Ling Accounting
Research and
Development
Foundation
Continuing training class
for principal accounting
officers of issuers,
securities firms, and
securities exchanges
12
  1. Retirement system

  2. (1) Taiwan, China:

Subject to "Labor Pension Act", the labor retirement reserve is paid on a monthly basis, and the pension is paid within 6% of the insured salary. The company has a sound financial system to ensure that employees are allocated and paid with a stable pension.

  • (2) Mainland China:

"Employee's pension insurance" The company pays pension insurance for employees in accordance with the local regulations. As specified by the local social insurance operation method, pension insurance is included in social insurance (including medical, maternity, pension, work injury and unemployment). After going through the formalities for social insurance of new members, the company will begin to fulfill its obligations to pay pension insurance premiums for its employees.

  1. Measures for safeguarding labor-management agreements and all employee rights and interests

- 111 -

Establish workers and employees' congress, and select employees' representatives to operate the congress and handle various employee welfare matters and labor-management relations. The company's relevant labor-management relations are well handled in accordance with relevant laws, and the implementation situation is good.

The company has always been committed to maintaining harmonious labor-management relations. So far, no major disputes or losses have occurred. In addition, various employee rights protection measures shall be taken in accordance with the relevant laws and regulations.

  • (II) List the losses due to labor disputes in the most recent year up to the publication date of this annual report, and disclose the estimated amount arising both at present and in the future and the countermeasures. If the amount cannot be reasonably estimated, facts of which estimation cannot be made shall be explained:

  • The company has always focused on labor-management relations. In the most recent year up to the publication date of this annual report, no labor disputes or losses caused by labor disputes have occurred.

  • The company has established an open communication channel between the employers and the employees, and the labor-management relations are rational and harmonious. In the future, if there are no other external factors impacting changes in the labor-management relations, no amount loss will occur.

VI. Important Contracts

Nature of
contract
Counterparty Effectiveness and
termination/
cancellation date
Major contents Restrictions
Lease
contract
Kunshan Jinliang Plastic
Electronics Co., Ltd.
2018.06.01
2021.05.31
Building lease contract of
Lemtech Precision
Material(China)Co.,Ltd
None
Lease
contract
Kunshan Shanghua
Electric Appliance
Complete Set Equipment
Co.,Ltd.
2019.04.03
2021.04.02
Building lease contract of
Lemtech Precision
Material (China) Co., Ltd
None
Lease
contract
LCJ Invest, a.s. 2017.02.15
2022.02.14
Building lease contract of
Lemtech Precision
Material(China)Co.,Ltd
None
Loan
contract
DBS Bank (Taiwan) 2019.05.31
2022.05.31
Loan contract of Taiwan
branch of Lemtech
Holdings Co.,Limited
None

- 112 -

Chapter 6 Financial Information

  • I. Condensed Balance Sheets and Statements of Comprehensive Income for the Past Five Fiscal Years

  • (I) Condensed Balance Sheets

Five Fiscal Years
(I) Condensed Balance Sheets
Five Fiscal Years
(I) Condensed Balance Sheets
Five Fiscal Years
(I) Condensed Balance Sheets
Five Fiscal Years
(I) Condensed Balance Sheets
Five Fiscal Years
(I) Condensed Balance Sheets
Five Fiscal Years
(I) Condensed Balance Sheets
Five Fiscal Years
(I) Condensed Balance Sheets
Five Fiscal Years
(I) Condensed Balance Sheets
Unit: NT$1,000
Year
Item

Financial information in the most recent five years
Financial
Information as
of March 31,
2020
2015 2016 2017 2018 2019
Current assets 2,383,015 2,301,156 3,320,411 3,805,114 3,949,666 3,334,953
Property, plant and
equipment
701,618 680,583 970,751 1,230,891 1,808,305 1,758,608
Intangible assets 23,714 23,557 22,565 22,634 42,204 39,436
Other assets 99,762 235,900 403,202 339,788 425,832 412,587
Total asset value 3,208,109 3,241,196 4,716,929 5,398,427 6,226,007 5,545,584
Current
liabilities
Before
distribution
1,184,172 1,485,819 2,956,336 2,732,067 2,974,160 2,312,811
After
distribution
1,421,419 1,643,983 3,055,189 2,830,920 (Note 2) (Note 2)
Non-current liabilities 235,216 229,428 140,981 792,256 1,281,354 1,250,007
Total
liabilities
Before
distribution
1,419,388 1,715,247 3,097,317 3,524,323 4,255,514 3,562,818
After
distribution
1,182,141 1,557,083 2,998,464 3,623,176 (Note 2) (Note 2)
Equity attributable to
shareholders of the
parent
1,629,876 1,396,350 1,474,912 1,857,623 1,953,321 1,965,126
Share capital 395,411 395,411 395,411 395,411 474,720 474,720
Capital surplus 749,005 747,057 678,811 784,347 802,102 802,686
Retained
earnings
Before
distribution
438,866 269,307 392,869 676,490 744,848 783,844
After
distribution
201,619 111,143 294,016 577,637 (Note 2) (Note 2)
Other equity interest 46,594 (15,425) 7,821 1,375 (68,349) (94,083)
Treasury stock - - -
-

-
(2,041)
Non-controlling
interest
158,845 129,599 144,700 16,481 17,172 17,640
Total
equity
Before
distribution
1,788,721 1,525,949 1,619,612 1,874,104 1,970,493 1,982,766
After
distribution
1,551,474 1,367,785 1,520,759 1,775,251 (Note 2) (Note 2)

Note 1: The financial information in the most recent year was audited or reviewed by a CPA Note 2: It is filled in based on the resolution of the shareholders 'meeting in the next year. The 2020 annual shareholders' meeting has not yet been convened.

- 113 -

(II) Condensed Income Statements - Consolidated

Unit: NT$1,000

Year
Item

Financial information in the most recent five years

Financial information in the most recent five years

Financial information in the most recent five years

Financial information in the most recent five years

Financial information in the most recent five years
Financial
Information
as of March
31,2020
2015 2016 2017 2018 2019
Operating revenue 2,927,364 3,197,375 4,255,549 6,043,090 5,042,657
876,727
Gross profit 723,739
761,428

872,771
1,286,070 1,031,009
220,969
Operating profit (loss) 301,927
319,948

340,548

605,959

393,883

75,224
Non-operating income
and expenses

(40,513)

(48,068)

53,772

(63,795)

(57,025)

(13,239)
Net income before tax 261,414
271,880

394,320

542,164

336,858

61,985
Net income from
continuingoperations
202,316
100,013

314,516

405,403

262,339

40,191
Loss from
discontinued
operations
-
-

-

-

-

-
Net income (loss) 202,316
100,013

314,516

405,403

262,339

40,191
Other comprehensive
income (loss) in this
period
(net value after tax)
(17,535)
(68,301)

22,199

(9,189)

(69,514)

(25,877)
Total comprehensive
income
184,781
31,712

336,715

396,214

192,825

14,314
Net income
attributable to
shareholders of the
parent
196,320
67,688

298,368

382,474

259,447

39,580
Net income
attributable to
non-controlling
interests
5,996
32,325

16,148

22,929

2,892

611
Total comprehensive
income attributable to
owners of the parent
178,462
5,669

321,614

376,028

189,723

13,846
Total comprehensive
income attributable to
non-controlling
interests
6,319
26,043

15,101

20,186

3,102

468
Earnings per share 5.19
1.71

7.55

9.67

5.47

0.83

Note: The financial information in the most recent year was audited or reviewed by a CPA

- 114 -

(III)Auditor’s Opinion for the Most Recent Five Years

Year CPA firm CPA Audit opinion
2015 Deloitte & Touche Chen, Hui-Ming
Hsieh, Ming-Chung
Unqualified
opinion
2016 Deloitte & Touche Lee, Li-Huang
Hsieh, Ming-Chung
Unqualified
opinion
2017 Deloitte & Touche Lin, Yi-Hui
Lee, Li-Huang
Unqualified
opinion
2018 Deloitte & Touche Chih, Jui-Chuan
Lee, Li-Huang
Unqualified
opinion
2019 Deloitte & Touche Lee, Li-Huang
Chih, Jui-Chuan
Unqualified
opinion

- 115 -

II. Financial Analyses for the Past Five Fiscal Years (I) Financial analysis

Financial Analyses for the Past
I) Financial analysis
Financial Analyses for the Past
I) Financial analysis
Five Fiscal Years Five Fiscal Years Five Fiscal Years Five Fiscal Years Five Fiscal Years
Year
Analysis item

Financial analysis for the most recent five
years
Current year
as of March
31, 2020
2015 2016 2017 2018 2019
Financial
structure
(%)
Ratio of liabilities to
assets
44.24 52.92 65.66 65.28 68.35 64.25
Ratio of long-term
capital to property,
plant and equipment
282.68 246.62 169.14 199.09 160.43 163.80
Solvency Current ratio(%) 201.24 154.30 112.32 139.23 132.80 144.19
Quick ratio(%) 175.60 118.13 88.35 102.48 105.17 110.30
Times interest earned
ratio
19.27 23.13 18.89 12.88 6.72 5.93
Operating
ability
Accounts receivable
turnover rate(times)
3.14 3.11 2.84 2.94 2.34 2.01
Average days for cash
receipts
116.10 117.23 128.71 124.02 155.98 181.28
Inventory turnover rate
(times)
7.82 6.25 6.02 6.08 4.90 3.31
Payables turnover rate
(times)
3.18 3.88 3.94 3.78 2.60 1.93
Average days for sale of
goods

46.67
58.40 60.68 60.07 74.49 110.37
Turnover rate for
property, plant and
equipment(times)
4.17 4.70 4.38 4.91 2.79 1.99
Total asset turnover
rate(times)
0.91 0.99 0.90 1.12 0.81 0.63
Profitabilit
y
Return on assets(%) 5.26 3.36 8.39 8.77 5.37 3.34
Return on equity (%) 13.49 6.03 20.00 23.21 13.65 8.13
Ratio of income before
tax to paid-in capital
(%)
66.11 68.76 99.72 137.11 70.96 52.23
Dividend rate(%) 6.91 3.13 7.39 6.71 5.20 4.58
Earnings Per Share
(NT$)
5.19 1.71 7.55 9.67 5.47 0.83
Cash flow Cash flow ratio(%) 13.53 0 0.18 15.53 34.28 13.31
Cash flow adequacy
ratio(%)
43.50 32.77 18.37 23.14 45.27 55.74
Cash reinvestment ratio
(%)
0 0 0 9.99 24.80 8.21
Leverage Operatingleverage 1.57 1.47 1.43 1.35 1.67 1.88
Financial leverage 1.05 1.04 1.07 1.08 1.18 1.20
Description of causes for changes to various financial ratios in the most recent two years:
(analysis would not be required if the increase and decrease is within 20%)
1. Decrease in interest cover: Mainly caused by the decline in the current net profit before tax
in 2019, and the increase in interest expense over the same period last year.
2. Decrease in accounts receivable turnover: Mainlycaused bythe decline in the current

- 116 -

revenue.

  1. Decrease in inventory turnover and payables turnover: Same as above.

  2. Property, plant and equipment turnover: Mainly caused by the decline in the current sales, factories expansion and continuous increase in the purchase of machinery and equipment.

  3. Total assets turnover: Mainly caused by the decline in the current sales and continuous increase in the average total assets.

  4. Return on assets and return on equity: Mainly caused by the decline in the current net profit.

  5. Ratio of income before tax to paid-in capital: Mainly caused by the decline in the current net profit before tax and the increase in paid-in capital over the same period last year.

  6. Dividend rate: Mainly caused by the decline in the net profit after tax caused by the decline in the current revenue.

  7. Earnings per share: Same as above.

  8. 10.Cash flow ratio: Although revenue in 2019 has declined, the amount of cash receivable in the current period has increased over the same period last year, resulting in an increase in the net cash flow of corresponding operating activities.

  9. 11.Cash flow adequacy ratio: Mainly caused by the increase in the cash collection of current accounts receivable over the same period last year, and the increase in net cash inflow from operating activities, resulting in an increase in the ratio.

  10. 12.Cash reinvestment ratio: Same as above.

  11. Note 1: The financial information of the previous year has been verified and reviewed by a CPA. Earnings per share are figures before retrospective adjustment.

  12. Note 2: The calculation formulas for financial analysis ratio are as follow

  13. Financial structure

  14. (1) Liability to asset ratio = Total liabilities/Total assets.

  15. (2) Ratio of long-term capital to property, plant, and equipment = (total equity + non-current liabilities)/net amount of property, plant, and equipment.

  16. Solvency

  17. (1) Current ratio = Current assets/Current liabilities

  18. (2) Quick ratio = (Current assets - Inventory - Prepaid expenditures)/Current liabilities.

  19. (3) Interest protection multiples = Income before income tax and interest expenditure/ Interest expenditures for this period.

  20. Business capability

  21. (1) Accounts receivable (including accounts receivable and notes receivable resulting from operation) turnover = Net sales/balance of average accounts receivable (including accounts receivable and notes receivable resulting from operation).

  22. (2) Average collection days = 365/Receivables turnover rate.

  23. (3) Inventory turnover = Sales expense/Average inventory value.

  24. (4) Payables turnover rate (including bills payable resulting from accounts payable and business operations) = Cost of sales/Average accounts payable in various periods (including bills payable resulting from accounts payable and business operations).

  25. (5) Average sales days = 365/Inventory turnover ratio.

  26. (6) PP&E turnover ratio = Net sale/Average PP&E value.

  27. (7) Total asset turnover ratio = Net sales/Average total PP&E value.

  28. Profitability

- 117 -

(1) Return on assets = [Net income after income tax + Interest expenses * (1 - tax rate)]/Average total assets.

(2) Equity remuneration rate = Net gain (loss) after tax/Average total equity value.

(3) Net profit rate = Net gain (loss) after tax/Net sales.

(4) Earnings Per Share (EPS) = (Gain (loss) attributable to the owner of the parent company - Dividend for preferred shares)/Weighted average of issued shares (Note 4)

  1. Cash flow volume

  2. (1) Cash flow ratio = Net cash from business activities/Current liabilities.

(2) Net cash flow adequacy ratio = Net cash flow for business activities for the last 5 years/(Capital expenses + Additional inventory sum + Cash dividend) for the past 5 fiscal years.

(3) Cash re-investment ratio = (Net cash flow from business activities - Cash dividend)/(Gross amount of PP&E + Long-term investments + Other non-current assets + Business capital). (Note 5)

  1. Leverage:

  2. (1) Operating leverage = (Net operating revenue - Variable operating costs and expenses)/Operating income (Note 6).

  3. (2) Financial leverage (DFL) = Operating profit/(Operating profit - Interest expenditures).

- 118 -

  • III. Supervisors' Committee Report for the Most Recent Fiscal Year's Financial Statements

Lemtech Holdings Co., Limited

Audit Report by Audit Committee

The 2019 Business Report, consolidated financial statements, and proposal of annual profit distribution are prepared by the company’s Board of Directors. The CPAs of Deloitte Taiwan, Lee, Li-Huang and Chih, Jui-Chuan, have audited the aforementioned consolidated financial statements and issued the audit report.

The Audit Committee has reviewed the above books and statements submitted by the Board of Directors and has found no deviations. Therefore, pursuant to Article 14-4 of the Securities and Exchanges Act and Article 219 of the Company Act of the Republic of China, the Audit Committee hereby presents the audit report.

RESPECTFULLY SUBMITTED TO

Lemtech Holdings Co., Limited

Convener of the Audit Committee: Yang, Rui-Long

March 25, 2020

- 119 -

  • IV. Financial Statements for the Most Recent Fiscal Year, including a CPA's Report, Two-year Comparative Balance Sheet, Statement of Comprehensive Income, Statement of Changes in Equity, Cash Flow Chart, and Notes or Schedules: Please refer to page 147 to 222 of the Annual Report.

  • V. A Company Individual Financial Statement for the Most Recent Fiscal Year Audited and Certified by CPA: The Company Only Issues Consolidated Financial Statements of the Parent Company and its Subsidiaries, and thus not Applicable.

  • VI. The Company shall Disclose the Impact on Financial Status in Case of Any financial Difficulties Experienced by the Company and its Affiliated Companies during the Most Recent Year up to the Publication Date of this Annual Report: None.

- 120 -

Chapter 7 Review and Analysis of the Company's Financial Position and Financial Performance, and Listing of Risks

I. Financial Position

  • (I) The main reasons for the significant changes in assets, liabilities and equity in the past two years and their impacts:
Unit: NT$1,000 Unit: NT$1,000
Year
Item
2018 2019 Difference
Amount %
Current assets 3,805,114 3,949,666
144,552
3.80
Property, plant and
equipment
1,230,891 1,808,305
577,414
46.91

Intangible assets
22,634 42,204
19,570
86.46
Other non-current 339,788 425,832 86,044 25.32
Total asset value 5,398,427 6,226,007
827,580
15.33
Current liabilities 2,732,067 2,974,160
242,093
8.86
Non-current liabilities 792,256 1,281,354
489,098
61.73
Total liabilities 3,524,323 4,255,514
731,191
20.75
Share capital 395,411 474,720
79,309
20.06
Capital surplus 784,347 802,102
17,755
2.26
Retained earnings 676,490 744,848
68,358
10.10
Other equityinterest 1,375 (68,349) (69,724) (5070.84)
Non-controlling
16,481 17,172
691
4.19
~~i~~
Total shareholder
1,874,104 1,970,493
96,389
5.14
~~i~~
If the difference in comparison with the adjacent periods exceeds 20%, and the
amount exceeds NT$10 million, the main reason is analyzed as follows:
(1) Property, plant and equipment: Mainly caused by the continuous purchase of
plant land and related equipment as operating needs.
(2) Intangible assets: Mainly caused by the fair value arising from franchise
acquired in a business merger and customer relationship.
(3) Other non-current assets: Mainly caused by the goodwill arising from the
acquisition of Lemtech Energy Solutions Corporation and Emtron Surface
Treatment Limited in the current period.
(4) Non-current liabilities: Mainly caused by the increase in bank loans and lease
liabilities.
(5) Total liabilities: Mainly caused by the increase in accounts payable, bank loans
and lease liabilities.
(6) Capital stock: Mainly caused by the increase in transfer of surplus to paid-in
capital.
(7) Other interests: Mainly caused by foreign institutions' conversion of large
translation differences in the financial statements.
  • (3) Other non-current assets: Mainly caused by the goodwill arising from the acquisition of Lemtech Energy Solutions Corporation and Emtron Surface Treatment Limited in the current period.

  • (6) Capital stock: Mainly caused by the increase in transfer of surplus to paid-in capital.

  • (II) Where the effect is of material significance, the annual report shall disclose the measures to be taken in response: No major impact on the company's finances and business.

- 121 -

II. Financial Performance

  • (I) The main reasons for any material change in operating revenues, operating income, or income before tax during the past two fiscal years

Unit: NT$1,000

Year
Item
2018 2019 Increase
(decrease)
Percentag
e of
Change
(%)
Net operatingrevenue 6,043,090 5,042,657 (1,000,433) (16.55)
Operatingcosts 4,757,020 4,011,648
(745,372)
(15.67)
Grossprofit 1,286,070 1,031,009
(255,061)
(19.83)
Operatingexpenses 680,111 637,126
(42,985)
(6.32)
Net operating profit 605,959 393,883
(212,076)
(35.00)
Non-operatingincome and expenses (63,795) (57,025) 6,770
(10.61)
Net income before tax 542,164 336,858
(205,306)
(37.87)
Income tax expenses 136,761 74,519
(62,242)
(45.51)
Netprofit for thisperiod 405,403 262,339
(143,064)
(35.29)
Other comprehensive income (loss) (9,189) (69,514)
(60,325)
656.49
Total comprehensive income
attributable to owners of theparent
376,028 189,723
(186,305)
(49.55)
Total comprehensive income
attributable to non-controlling

20,186 3,102
(17,084)
(84.63)
~~i t~~
~~t~~
If the difference in comparison with the adjacent periods exceeds 20%, and the
amount exceeds NT$10 million, the main reason is analyzed as follows:
(1) Net operating profit: Mainly caused by the decline in the current revenue,
resulting in a decrease in net operating profit over the same period last year
(2) Net profit before tax: Mainly caused by the decline in the current revenue,
resulting in a decrease in the net profit before tax over the same period last year.
(3) Income tax expense: Mainly caused by the decline in the current revenue,
resulting in less relevant income tax expense estimated in current period.
(4) Net profit of the term: Mainly caused by the decline in the current revenue,
resulting in a decrease in net profit of the term over the same period last year.
(5) Other comprehensive profits and losses: Mainly caused by devaluation of USD
and RMB, resulting in an increase in exchange difference loss of translation to the
presentation currency.
(6) Total comprehensive income (loss) attributable to owners of the parent company:
Mainly caused by the decline in the current profits.
(7) Total comprehensive income (loss) attributable to non-controlling interests:
Mainly caused by the decline in the current profit of stock rights held by
non-controllinginterests over the sameperiod lastyear.
  • (1) Net operating profit: Mainly caused by the decline in the current revenue, resulting in a decrease in net operating profit over the same period last year

  • (2) Net profit before tax: Mainly caused by the decline in the current revenue, resulting in a decrease in the net profit before tax over the same period last year.

  • (3) Income tax expense: Mainly caused by the decline in the current revenue, resulting in less relevant income tax expense estimated in current period.

  • (4) Net profit of the term: Mainly caused by the decline in the current revenue, resulting in a decrease in net profit of the term over the same period last year.

  • (5) Other comprehensive profits and losses: Mainly caused by devaluation of USD and RMB, resulting in an increase in exchange difference loss of translation to the presentation currency.

  • (6) Total comprehensive income (loss) attributable to owners of the parent company: Mainly caused by the decline in the current profits.

  • (7) Total comprehensive income (loss) attributable to non-controlling interests: Mainly caused by the decline in the current profit of stock rights held by non-controlling interests over the same period last year.

  • (II) The expected sales and its basis, the possible impact on the company's future financial business and the countermeasures: No significant impact on the company's finance and business.

- 122 -

III. Cash Flow

  • (I) Analysis on the changes in cash flow in the most recent fiscal year

Units: NT$1,000 ; %

Item 2018 2019 Increase
(decrease)
Increase
(decrease)
percentage(%)
Operating activities 424,551 1,019,565 595,014 140.15
Investing activities (223,375) (763,690) (540,315) (241.89)
Financing activities (248,368) 156,715 405,083 163.10
Description about material changes:
(1) Operating activities: Mainly due to the increase in the cash received from current
receivables, which leads to cash inflow in operating activities.
(2) Investing activities: Mainly due to the purchase of land, machinery and equipment
for current operating needs, which leads to cash outflow in investing activities.
(3) Financing activities: Mainly due to the current long-term borrowing, which leads to
cash inflow in financing activities.
  • (3) Financing activities: Mainly due to the current long-term borrowing, which leads to cash inflow in financing activities.

  • (II) Plan for improving insufficient liquidity: no shortage of cash.

  • (III) Cash liquidity analysis for the following year:

Units: NT$1,000

Units: NT$1,000 Units: NT$1,000
Opening
cash balance

Net cash inflow
from operating
activities
throughout the
year
Cash flow from
investing and
financing activities
throughout the
year
Cash
balance
(deficit)
Remedial measures for
estimated cash deficit
Investing
plan

Financing plan
942,332
460,917

1,922,305

(519,056)

-
Issuance of
convertible
corporate bonds
and borrowing
from bank
1. Cash flow change analysis for the following year:
(1) Net cash inflow from operating activities mainly due to the cash received from
operating.
(2) Cash outflow is mainly due to the operating expenses, purchasing machinery and
equipment, and bank loan repayment.
2. Remedial measures for estimated cash deficit and cash liquidity analysis: The
company's cash outflow in the following year is estimated mainly based on future
operating needs. In addition to cash inflow from operating activities, bank loans and
the third unsecured convertible corporate bonds in the Republic of China will be used
in case of cash deficit.

IV. Effect Upon Financial Operations of Any Major Capital Expenditures During the Most Recent Fiscal Year

In addition to the expenditures for routine depreciation and replacement, the

- 123 -

company's capital expenditures in 2019 were mostly derived from the layout of decentralized production bases in response to the US-China trade war. Since 2018, the trade tension between China and the United States has become more and more fierce, and the trade war showed a long-term development trend through observation. In response to customer requirements, the company began to search for production bases outside mainland China. In the initial stage, the company planned to manufacture server related products and expand the production line of sports equipment to Taiwan. Therefore, in the beginning of 2019, the company purchased a land at NT$ 488,434 thousand, and planned to build its own plant. However, a Japanese customer required the company to jointly set up a plant in the Philippines to produce the server thermal module for American customers. Therefore, the company leased plants there and transferred some of its own machinery and equipment for production to reduce capital expenditure. Due to the expansion of the company's capacity in the Philippines, the effect of capacity expansion from plants built on its own land in Taiwan was excluded. Therefore, the plan to build its own plants in Taiwan has been suspended, and it is planned to sell or reinvest development at an appropriate time.

V. Company Reinvestment Policy for the Most Recent Fiscal Year, Main Reasons for Profits/Losses Generated Thereby, Plan for Improving Re-investment Profitability, and Investment Plans for Coming Year

  • (I) The Company's investment policy

  • The company is a holding company, and the main profit comes from main businesses of subsidiaries. In addition, there are reinvestments for strategic purposes of industrial or business development. All subsidiaries of the company's main business are profitable, and companies that make strategic reinvestments are not for profiting.

  • (II) Main Causes for Profits or Losses of Reinvestment and Improvement Plans for the Most Recent Year

Unit: NT$1,000

the Most Recent Year Unit: NT$1,000
Reinvestment
Company
2019
investment
profit(loss)
Main reason for such profit or loss
Improvement plan
Lemtech Global
Solution Co. Ltd.
295,297
Mainly caused by recognition of
investment gains of Lemtech
Precision Material (China) Co.,
Ltd.
-
Lemtech Cooling
System Limited
(12,760)
Mainly caused by recognition of
loss of Lemtech Energy Solutions
Corporation and Lemtech
Philippine
Profit improvement of
subsidiaries
Lemtech Industrial
Services Ltd
11,328 Operations are in good condition -
LemTech Precision
Material (China) Co.,
Ltd.
309,736 Operations are in good condition -
Lemtech Energy (4,679) Mainlycaused bythe scale Plan to continue to

- 124 -

Reinvestment
Company
2019
investment
profit(loss)
Main reason for such profit or loss Improvement plan
Solutions Corporation economy of operation in the
future
develop new technologies
for thermal modules and
develop new customers to
expand revenue
Lemtech Philippine
Thermal System Inc.
(11,088) Mainly caused by limited scale of
operation in the initial stage
Keep increasing pending
revenue to beprofitable
Lemtech Technology
Limited
25,156 Operations are in good condition -
LDC Precision
EngineeringCo.,Ltd.
25,936 Operations are in good condition -
Lemtech Precision
Material (Czech) s.r.o.
(27,406)
Caused by limited scale of
operation, the long certification
period of auto parts, and the slow
increase in revenue
With the increasing
customer orders, there is a
chance to achieve scale
economy and improve
profitabilityin 2020
Lemtech USA INC. 653
The main source of income is the
group’s market survey income,
which, after deducting related
operating expenses, generates
profit after tax.
Mainly provide group
labor services, and the loss
is not high
Aapico Lemtech
(Thailand)Co.,Ltd.
1,420 Operations are in good condition -
Zhenjiang Emtron
Surface Treatment
Limited
(22,810)
The main source of operating
income is the surface treatment of
auto parts. Caused by the limited
scale of operation and the long
certificationperiod of automobiles
Continue to win customer
orders, and expand
business scale to be
profitable
Kunshan Lemtech
Slide Technology Co.,
Ltd.
18,446 Operations are in good condition -
Kunshan Lemtech
Electronics Technology
Co.,Ltd

(77)

Mainly caused by less orders at
the initial stage of operation, and
limited scale of operation.
It is because of the initial
stage of operation and
increased loss, which can
be improved by winning
more orders in future
operation.

(III) Investment plan for the following year: The company expects that there is no material investment plan in the following year.

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VI. Risks Items

  • (I) Impacts of interest rate, fluctuation in exchange and inflation on corporate gains and losses and future countermeasures:

  • Interest rate movements

  • (1) Impact on the company's revenue and profit

    • The interest expense of the company and its subsidiaries in 2018 and 2019 accounted for 0.76% and 1.17% of the net operating income respectively, with a low proportion. Therefore, the change in interest ratio will not have a significant impact on the profit and loss of the company and its subsidiaries.
  • (2) Specific countermeasures

    • The company's Finance Department adjusts the use of funds in time in light of changes in financial interest rates in response to financial risks caused by changes in interest rates.
  • Exchange rate changes

  • (1) Effect of exchange rate changes on the company's revenue and profit The company and its subsidiaries purchase and sell goods in USD and RMB as the main collection currencies. The amount of exchange losses in 2018 and 2019 was NT$ 49,300 thousand and NT$ 3,032 thousand respectively, accounting for 0.82% and 0.06% of the net operating income.

  • (2) Specific countermeasures

    • In the face of risks arising from exchange rate fluctuations, the group's internal financial professionals have taken the following specific countermeasures:

    • A. The company's Business Department has considered the influence of exchange rate fluctuations on the sales price, and adjusted the product price by measuring the changes in the exchange rate in response to the exchange rate fluctuation, ensuring the profits of the company’s products.

    • B. The financial unit will discuss the exchange rate trend with the foreign exchange unit of the bank, engage external professionals to give hedging advices to the company’s exposed positions, and adopt appropriate hedging strategies at the appropriate time to reduce the risk of exchange rate.

    • C. In addition to net assets and liabilities for a specific project, foreign exchange exposed positions arising from routine sales still adopt natural hedging as the main strategy for exchange rate risk control, and adjust foreign currency assets and liabilities at the appropriate time to reduce the risk of exchange rate changes.

  • Inflation: The company's profits and losses in the past have not exerted a significant impact due to inflation. If the purchase cost increases due to inflation, the company will also adjust the price appropriately. The company has continued to monitor market price fluctuations and maintained a positive, interactive relationship with both suppliers and customers. There has been no significant impact caused by inflation.

  • (II) Policies on high risk, high-leverage investments, loans to other parties, endorsements, guarantees, and derivatives trading, the main reasons for profits or losses generated thereby, and future countermeasures:

- 126 -

The company has always adhered to a stable and conservative business strategy. In recent years, it has not engaged in high-risk, high-leverage investment and other transactions. The company and its subsidiaries have set up "Procedures for Loans to Other Parties", Procedures for Endorsement Guarantee Operation" and "Procedures Governing Acquisition and Disposal of Assets" as the basis for relevant operations, and the risk status has been considered and the regulations are implemented carefully.

The company's derivatives trading policy is mainly the forward exchange of RMB to USD, which is for hedging fluctuations in the USD exchange rate. The company always takes measures subject to "Investment Cycle" and "Procedures Governing Acquisition and Disposal of Assets".

  • (III) Future R&D projects and anticipated R&D expenditures to be invested: At present, the group has R&D departments in mainland China and Taiwan. The department in mainland China mainly focuses on die development and process improvement of metal stamping products such as heat dissipation, auto parts, building materials parts, etc. In response to future growth, the company established die R&D center with mainland higher professional institutions in 2010, and conducted school-enterprise cooperation to cultivate professional and technical talents. The department in Taiwan is actively committed to the development of new hub products and new heat dissipation systems with high added value. In 2020, it will establish cooperation with universities in mainland China in production, learning and research to realize the technical development of high precision multi-position continuous stamping die. Through a complete upstream and downstream industrial chain and a close system (which means production, government, college and research department), we can recruit excellent talents and obtain technical information to improve the company’s R&D competitiveness.

In 2019, the company invested approximately NT$ 125,768 thousand in research and development of product, production technology innovation and process improvement. In 2020, the company continued to invest NT$ 120,310 thousand in research and development. In the future, the company will continue to invest in research and development of automated production lines and will gradually use robots to replace employees in technical positions to improve production efficiency and quality, and reduce manufacturing costs. Meanwhile, it assesses the rapid growth of China's labor costs, maintains sustainable development and improves horizontal competitiveness.

horizontal competitiveness.
Item Introduction R&D
expenses
(NT$10,000)
Expected
time to
complete
Automatic testing equipment for
SRS
For manufacturing inspection of
SRSparts
448 Nov. 2020
Development of automation
equipment for building security
supports
For manufacturing of building
material parts
238 Jun. 2020
Development of automation
equipment for SRS assembly
For manufacturing of SRS parts 895 Jul. 2020

- 127 -

Item Introduction R&D
expenses
(NT$10,000)
Expected
time to
complete
Automatic testing equipment for
automobile engine components
For inspection of automotive
engineparts
458 Nov. 2020
Automatic assembly equipment for
automobile engine support
For assembly of automotive
engineparts
890 Jul. 2020
Development of mes system for
production
For development of mes system
forproduction
2,984 Oct. 2020
Development of production
technology of automobile chassis
components
For manufacturing of
automobile chassis parts
3,878 Nov. 2020
Production die of automobile brake
system component
For manufacturing of
automotive brake systemparts
1,050 Jul. 2020
Continuous die of automobile seat
assembly
For manufacturing of
automobile seatparts
1,190 Dec. 2020
Total 12,031
  • (IV) Changes to local and overseas policies and laws that impact the company’s financial operations and countermeasures

The company is registered in Cayman Islands and mainly operates in mainland China. Its execution of all business is subject to important domestic and foreign policies and legal regulations, and it keeps abreast of important domestic and foreign policy development trends and law changes so as to respond promptly to changes in the market environment and take appropriate countermeasures. As of now, the company's finance and business have not been affected by important changes of domestic and foreign policies and laws.

  • (V) Impact of Changes in Technology and Industry on Corporate Finance and Business, and Countermeasures

The company takes the initiative to keep in touch with customers to obtain customer information as soon as possible. It also continuously develops new products, diversifies the source of customers to avoid the risk of concentrated sales, and actively develops automobile parts and building materials parts and other non-3C electronic stamping parts and components to strengthen the stability of the company's product structure and reduce the impact caused by electronic products changing rapidly. On the whole, the metal stamping parts are in great demand and will not be replaced by other high-tech products in the foreseeable future.

  • (VI) Impacts of changes in corporate image on corporate crisis management and countermeasures:

  • Since the establishment, the company has actively strengthened internal management, improved the management quality, and it is committed to maintaining the corporate image and legal compliance. In the most recent year, there has been no major image change affecting corporate crisis management.

  • (VII) The expected benefits and possible risks to engaging in mergers and acquisitions (M&A) and countermeasures: None.

- 128 -

(VIII) Expected benefits and potential risks of plant expansion and countermeasures:

Company taking
expansion
Name
Kunshan Lemtech Electronics
Technology Co.,Ltd
Lemtech Philippine Thermal
System Inc.
Purpose of
expansion
Expand equipment and product
lines in response to new products
from mobile phone customers in
China.
Established to meet the
customer's purchase demand
for decentralizing
manufacturingoutside China.
Expected benefits It is planned to continue to input
equipment to expand production
line in 2020. At present, the
customer is sending samples for
certification, and it is expected to
start receiving orders and shipping
in the second half of 2020. Its
estimated production capacity is
expected to contribute NT$ 500
million of annual revenue.
Small-scale mass production
has been conducted in 2020,
and production capacity will
gradually increase according
to customer demand.
Possible Risks and
Countermeasures
The above products are the extension of the company's core
capabilities in stamping mechanism design and heat dissipation
technology. The company is developing the products in succession,
and strives for new customers and certification. It can expand the
diversity of the company's application customers to disperse the
risk of industrial or manufacturing area concentration. However, in
2020, affected by the COVID-19 epidemic, the global supply is not
smooth and the economy is sluggish, and the progress of customer
demand is delayed. The company will carefully expand the
investment schedule to avoid idleproduction capacity.
  • (IX) Risks resulting from consolidation of purchasing or sales operations and countermeasures:

In the most recent year and as of the publication date of the annual report, except for the sales volume of the biggest customer accounting for 23% of the revenue, the sales from the remaining single customers accounted for less than 10% of the annual revenue. The company keeps actively expanding new customer sources and developing new markets, and there has been no risk of sales concentration.

For procurement from suppliers, in the most recent year and as of the publication date of the annual report, the main suppliers did not exceed 20% of the total purchase amount. Unless specified by the customer, there will be at least two main raw material suppliers with good quality reputation. The company's main suppliers all keep long-term cooperation with the group, and the source of procurement is still stable.

  • (X) The impact on the Company, and risks arising from the major exchange or transfer of shares by directors or major shareholders with over 10% of shareholdings, and the countermeasures:

In the most recent year and as of the publication date of this annual report, there is no mass transfer or change in shareholding of directors or major shareholders with a shareholding ratio of 10% or more.

  • (XI) Impact, risk, and response measures related to any change in governance rights

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There has been no change in governance rights in the most recent year and as of the publication date of this annual report.

  • (XII) If there has been any substantial impact upon shareholders' equity or prices for the company's securities as a result of any litigation, non-litigious proceeding, or administrative dispute involving the company that was finalized or remained pending, the facts in dispute, amount in dispute, commencement date, main parties involved, and current status of the case up to the publication date of this annual report shall be disclosed:

On Jun. 26, 2018, the subsidiary of the company obtained (King Slide Technology Co., Ltd)King Slide Works Co., Ltd. (hereinafter referred to as King Slide). On Jun. 19, 2018, it filed a civil lawsuit to the Jiangsu Higher People's Court, alleging that the slideway products produced, manufactured and sold by Lemtech Precision Material Co., Ltd. and Lemtech Slide Technology Co., Ltd. without the permission of King Slide infringed its patent rights, and claimed RMB 100 million, and rights maintenance fee of RMB 183,090 and NT$ 31, 748. It filed a case of patent infringement in Jiangsu Higher People's court. The appointed lawyer said that Lemtech Precision Material Co., Ltd. is mainly engaged in the research and development, production and sales of precision metal stamping parts and dies, and its main products are heat dissipation module, auto part module, die and other parts stamping. It only undertakes stamping parts for slide rail products, not a manufacturer or seller of the slide rail products, so the tort liability in this case shall not be involved. According to the preliminary judgment of the appointed lawyer, all the slide products produced by Lemtech Slide Technology Co., Ltd. have relevant patents (some of which are still under application), which are different from that of King Slide. And the basis for King Slide to claim compensation is insufficient, so the possibility of compensation is not high. The case was first heard on Jan. 25, 2019, and it is still in the process of the first instance, so it is impossible to predict the result of the case.

King Slide sued for infringement in Jiangsu Higher People's Court of China, and declared that it had a negative impact on the reputation of Lemtech Precision Material Co., Ltd. by writing a letter to its customers. Therefore, the company filed a lawsuit on behalf of Lemtech Precision Material Co., Ltd. to Taiwan Ciaotou District Court on Jan. 15, 2019. The company assessed that it shall have no significant impact on shareholders' equity or securities prices, and has appointed a lawyer to make a protest and defense in order to protect the rights and interests of the company and all shareholders.

(XIII) Other material risks and countermeasures

  1. Information security risk assessment

  2. (1) The company has professionals responsible for handling matters related to information system security prevention and crisis management to prevent computer network crimes and crises and maintain information system security.

  3. (2) The company has established a security control mechanism for the computer network systems to ensure the safety of data transmission via network.

  4. (3) The company especially strengthens network security management for

- 130 -

cross-company computer network system, installs anti-virus software in-house, and sets external network firewall to prevent computer viruses and aggressive malware from invading the company network system and causing paralysis.

  • (4) The company conveys the concept of proper use of legal software to employees, prompting employees to correctly recognize the threat of computer viruses, and further enhancing employees' information security awareness.

VII. Other Important Matters

The company was registered in the British Cayman Islands, which is only the registered place of the Group, and operates in mainland China, Taiwan, China and Hong Kong, China. Changes in the overall economic and political environment of the registered place and operation places and fluctuations in the exchange rate will affect the operation of the group. There are many different provisions between the company law of the British Cayman Islands and the company law of Taiwan, China. Although the company has amended its Articles of Association in accordance with the Taiwan Stock Exchange's "Checklist for Protection of Shareholders' Rights and Interests in the Registered Place of Foreign Issuers", there are still many differences between the two laws and regulations on the operation of the company. Investors still need to know and consult experts about the risks of investment.

- 131 -

December 31, 2019

Chapter 8 Special Disclosure

I. Information on the Company Affiliates

(I) Profiles and status of affiliates:

==> picture [723 x 366] intentionally omitted <==

- 132 -

(II) Basic information of all affiliates

Dec. 31, 2019; Unit: NT$1,000

Dec. 31,2019;Unit: NT$1,000
Short
name of
company
Company Date of
incorporation
Address Actual
paid-in
capital
Scope of business or production
LGS Lemtech Global Solution
Co. Ltd.
2003.01 3rd floor, Raffles Tower, 19
Cybercity, Ebène, Republic of
Mauritius
US$ 2,500 Investment holding companies
LCN Lemtech Precision
Material (China) Co., Ltd.
2003.03 No. 128, Weita Road, Zhangpu
Town, Kunshan City, Jiangsu
Province
RMB 63,000 Production and design of new
electronic components such as
computers, mobile terminals,
materials for servers, materials for
automobiles, various fine blanking
dies, die-casting dies, non-metallic
dies, computer connectors, and
computer thermal modules; and sales
of self-producedproducts
LDC LDC Precision
Engineering Co., Ltd.
2010.05 Building E032, No.1 Weiwang Street,
Shulin District, New Taipei City
NT$ 9,524 Manufacturing and wholesale of
electrical appliances, audio-visual
products, other motors and electronic
mechanical equipment, automobiles
and their parts, and other optical and
precision machinery
LTH Aapico Lemtech
(Thailand) Co., Ltd.
2013.03 161 Moo.1, Tambol Banlane,
Amphur Bang-Pa-In Phranakhornsri
Ayutthaya 13160
THB 40,000 R&D, production, manufacturing and
assembly of automotive, electronic
and computerparts
LUS Lemtech USA INC. 2013.06 185 ESTANCIA DR SUITE 117 SAN
JOSE CA 95134
US$ 50 Business development in USA,
business information collection, and
supply of market intelligence and
industryinformation
LTL Lemtech Technology
Limited
2014.04 Room 2702-03,CC Wu Building,
302-8 Hennessy Road, Wanchai,
HongKong
US$ 20 Sales of automotive, electronics and
computer parts

- 133 -

Short
name of
company
Company Date of
incorporation
Address Actual
paid-in
capital
Scope of business or production
LIS Lemtech Industrial
Services Ltd
2015.12 Offshore Chambers, P.O. Box 217,
Apia, Samoa
US$ 2,500 Sales of electronics and computer
parts
KLST Kunshan Lemtech Slide
Technology Co., Ltd.
2016.07 Room 3, No. 288, Jiangfeng Road,
Zhangpu Town, Kunshan City,
Jiangsu Province
RMB 15,000 Design and production of slide rails,
spindles and related accessories, and
sales of self-producedproducts
LCZ Lemtech Precision
Material (Czech) s.r.o.
2016.09 Logistické Centrum Jihlava
LCJ/Jipocar Hala B, 588 11 Střítež u
Jihlavy 3, Czech
CZK
152,000
Production of automotive components
(sunroofs, brakes and seat belts, SRS,
etc.) and assembly parts (steering
wheel transmission shafts, etc.), and
supply of consumer electronic parts
and serverproducts
LES Lemtech Energy Solutions
Corporation
(Former name: Cryomax
Lemtech Co., Ltd.)
2015.04 Building E032, No.1 Weiwang Street,
Shulin District, New Taipei City
NT$ 30,000 Manufacturing and wholesale of
mechanical equipment, dies, electrical
appliances and audio-visual products,
other motors and electronic
mechanical equipment, automobiles
and their parts, and other optical and
precision equipment
ZES Zhenjiang Emtron Surface
Treatment Limited
2015.08 No.198, Cheng Road, Dagang Town,
Zhenjiang New Area, Jiangsu
Province
RMB 14,352 Surface treatment of mechanical,
electronic and automotive
components
LCS Lemtech Cooling System
Limited
2019.06 Flat/Rm A 12/F, Kiu Fu
Commercial Bldg, 300 Lockhart
Road,Wan Chai,HongKong
US$ 7,000 Investment holding companies
KLE Kunshan Lemtech
Electronics Technology
Co.,Ltd.
2019.10 Plant 5, No. 128, Weita Road,
Zhangpu Town, Kunshan City,
Jiangsu Province
RMB 14,060 R&D, manufacturing of electronic
components, special electronic
materials, and thermal modules, sales
of self-produced products, and
wholesale, import and export of
products similar to those produced by
the companyand their raw materials

- 134 -

Short
name of
company
Company Date of
incorporation
Address Actual
paid-in
capital
Scope of business or production
and mechanical equipment
LPH Lemtech Philippine
Thermal System Inc.
2019.07 Units 3,4,7,8 Metrococo Export Corp
Laguna Technopark Building 1A,
Phase 1, Laguna Technopark Sez 105
Industry Road Don Jose City of
Santa Rosa Laguna, Philippines
US$ 200 Manufacturing, procurement, sales,
distribution, wholesale sales, and
precision metal stamping tools,
customized metal hinges, thermal
modules, slide rails, mechanical
components and other related items

(III) Shareholders in common of the Company and its subsidiaries with deemed control relationship and subordination: None.

(IV) Information on directors, supervisors, and General Manager of all affiliates

Dec. 31,2019;Unit: Shares;% Dec. 31,2019;Unit: Shares;%
Name of affiliates Title Name or representative Shareholding
Shares Shareholding
percentage
Lemtech Global Solution Co. Ltd. Director Hsu,Chi-Feng
Director Chan Kim SengMaurice
Director Ye,Hang
Lemtech Precision Material (China) Co., Ltd. Chairman Hsu,Chi-Feng
Director Chan Kim SengMaurice
Director Ye,Hang
Director Tan,Yong
Director Tsai,Wen-Lung
Director and
General Manager
Li, Pei-Yu
LDC Precision Engineering Co., Ltd. Chairman and
General Manager
Hsu, Chi-Feng

- 135 -

Name of affiliates Title Name or representative Shareholding Shareholding
Shares Shareholding
percentage
Aapico Lemtech (Thailand) Co., Ltd. Director Hsu,Chi-Feng
Director Chan Kim SengMaurice
Director YeapSwee Chuan
Director Teo Lee Ngo
Director Kawee Wasaruchareekul
Lemtech USA INC. Director Hsu,Chi-Feng
Lemtech TechnologyLimited Director Hsu,Chi-Feng
Lemtech Industrial Services Ltd Director Hsu,Chi-Feng
Kunshan Lemtech Slide Technology Co., Ltd. Chairman Hsu,Chi-Feng
General Manager CHAY CHIN TAT
Lemtech Precision Material (Czech) s.r.o. Director Ye,Hang
General Manager Stanislav Stepanek
Lemtech Energy Solutions Corporation
(Former name: Cryomax Lemtech Co.,Ltd.)
Chairman Hsu,Chi-Feng
Supervisor Chan Kim SengMaurice
Zhenjiang Emtron Surface Treatment Limited Chairman Fang,Hsin-Chien
Director Hsu,Chi-Feng
Director Chan Kim SengMaurice
Lemtech Cooling System Limited Director Hsu,Chi-Feng
Director Chan Kim SengMaurice
Director Ye,Hang
Kunshan Lemtech Electronics Technology Co.,Ltd. Chairman Tsai,Wen-Lung
Supervisor Chan Kim SengMaurice
Lemtech Philippine Thermal System Inc. Director Hsu,Chi-Feng
Director Chan Kim SengMaurice
Director Ye,Hang
Director Tsai,Wen-Lung
Director Hung, Kuang

- 136 -

(V) Operation of affiliates

(V) Operation of affiliates (V) Operation of affiliates
Dec. 31,2019;Unit: NT$1,000
Name Capital Total asset
value
Total
liabilities
Net value Operating
revenue
Operating
profit
Profit (loss)
(after tax)

Earnings per
share
(after-tax)
Lemtech Global Solution Co. Ltd. 112,397 2,532,711 139,140 2,393,571 0 (1,300) 295,297 (118.53)
Lemtech Precision Material (China) Co., Ltd. 273,372 3,837,004 1,894,912 1,942,092 3,292,252 369,853 309,736 4.98
LDC Precision Engineering Co., Ltd. 9,524 351,463 160,250 191,213 395,242 37,894 25,936 (Note 1)
Lemtech Technology Limited 597 1,296,392 869,368 427,024 1,330,135 31,103 25,156 (Note 1)
Lemtech Precision Material (Czech) s.r.o. 195,984 271,759 172,306 99,453 90,319 (27,725) (27,406) (Note 1)
Lemtech USA INC. 1,502 724 0 724 7,207 594 653 (Note 1)
Lemtech Industrial Services Ltd 82,091 98,013 41,863 56,150 60,740 1,571 19,868 7.94
Kunshan Lemtech Slide Technology Co., Ltd. 69,758 105,383 57,225 48,158 178,380 20,042 18,446 (Note 1)
Lemtech Cooling System Limited 154,220 136,601 2 136,599 0 (596) (12,760) (6.44)
Lemtech Energy Solutions Corporation 30,000 24,030 2,219 21,811 21,369 (6,904) (5,814) (1.94)
Lemtech Philippine Thermal System Inc. 6,100 74,944 79,480 (4,536) 0 (9,396) (11,088) (Note 1)
Kunshan Lemtech Electronics Technology
Co.,Ltd.
60,990 89,587 29,136 60,451 480 (79) (77) (Note 1)
Zhenjiang Emtron Surface Treatment Limited 65,043 150,512 183,920 (33,408) 41,351 (21,396) (28,899) (Note 1)

Note 1: Not a shares limited company; hence EPS is not applicable.

- 137 -

  • (VI) Consolidated financial statements of the affiliates: Same as the Consolidated Financial Statements of the Parent Company and Subsidiaries. Please refer to page 147 to 222.

  • (VII) Reports of the affiliates: Not applicable.

  • II. In the Most Recent Year as of the Publication Date of the Annual Report, Any Private Placement of Securities: None.

  • III. Holding or Disposal of the Company's Shares by Subsidiaries in the Most Recent Year as of the Publication Date of the Annual Report: None.

  • IV. Other Necessary Additional Information: None.

- 138 -

V. Any Material Differences from the Rules of Taiwan, China in Relation to the Protection of Shareholders' Equity

Protection of Shareholders' Equity
Important matters related to protection
of shareholders’ equity
Provisions contained in
the Company Act or
the Securities and
Exchange Act
Provisions and
reasons of
deviation
I. Formation and change of companycapital
Procedures for capital increment of the
company by changing shares to cash or
converting the surplus or capital
reserve to shares.
1. Articles 156 and 266
of the Company Act.
2. Article 142 and
Paragraph 3 of
Article 266 of the
Company Act
The amended
Article 8 (c) of the
Articles of
Association of the
Company complies
with the
amendment
provisions in the
left column of the
checklist for the
protection of the
shareholders'
equities of foreign
issuers.
1. When the company carries out
capital increase through cash and
issues new shares, in addition to the
different resolutions of the
shareholders' meeting, the original
shareholders shall be notified. The
original shares shall be reorganized
according to the original proportion.
The original shareholders who fail
to subscribe within the time limit
will lose their rights. If the shares
held by the original shareholders
are not enough for shareholders to
subscribe to new shares, joint
subscription or subscription
represented by one person may be
carried out. Where the original
shareholders have not subscribed,
they may subject to a public offering
or designate a specific person to
subscribe.
2. When a company issues new shares
with cash increment in the Republic
1. Paragraph 3 of
Article 267 of the
Company Act
2. Article 8 of the
Business Mergers
And Acquisitions
Act, and Paragraph
1 of Article 13 of the
Regulations
Governing the
Offering and
Issuance of
Securities by
Foreign Issuers

The amended
Article 9 (e) and (f)
of the Articles of
Association of the
company complies
with the
amendment
provisions in the
left column of the
checklist for the
protection of the
shareholders'
equity of foreign
issuers.

- 139 -

Important matters related to protection
of shareholders’ equity
Provisions contained in
the Company Act or
the Securities and
Exchange Act
Provisions and
reasons of
deviation
of China, 10% of the total new
shares to be issued shall be allocated
for public offering, unless the
competent authority of Taiwan
considers it unnecessary or
unsuitable to do so. However, if the
shareholders' meeting has a higher
ratio of resolutions, such resolutions
shallprevail.
II. Procedure for Convening a Shareholders' Meeting or Method of Adopting
Resolutions
1. When the shareholders' meeting
decides one of the following
matters, the dissentient
shareholders shall have the right to
request the company to purchase
their shares:
(1) Demerger, merger, acquisition
or share conversion of the
company;
(2) To form, change or terminate
contracts related to the leasing of
the entire operation,
commissioning others to
manage, or forming of a long
term joint management with
others; Transfer the whole or
principal part of the business or
property; To accept the whole
business or property given by
others, which causes a
significant influence over the
operations of the company.
2. The shareholder's requests in the
preceding paragraph shall be
submitted in writing within twenty
(20) days from the resolution date of
the shareholders' meeting, and shall
specify the requested purchase
price. If an agreement is reached
between the shareholders and the
1.
Articles 317 and
186 of the
Company Act
2.
Article 12 of the
Business Mergers
And Acquisitions
Act
The amended
Article 40 (2) of the
Articles of
Association of the
company complies
with the
amendment
provisions in the
left column of the
checklist of the
registration
country for the
protection of the
shareholders'
equities of foreign
issuers.

- 140 -

Important matters related to protection
of shareholders’ equity
Provisions contained in
the Company Act or
the Securities and
Exchange Act
Provisions and
reasons of
deviation
company regarding the purchase
price, the company shall pay the
price within ninety (90) days from
the resolution date of the
shareholders' meeting. If no
agreement is reached, the company
shall pay the price to the
shareholders who have not reached
the agreement at the fair price they
believe within ninety (90) days from
the resolution date; if the company
fails to pay, it shall be deemed to
agree to the purchase price
requested by the shareholders.
3. If the shareholders request the
company to buy all of their shares
according to Sub-paragraph 1 of
Paragraph 1 and the shareholders
and the company have not reached
an agreement on the purchase price
within sixth (60) days from the
resolution date of the shareholders'
meeting, the company shall report
to the court for price adjudication
against all shareholders who have
not reached an agreement within
thirty (30) days after this period and
Taipei District Court will be the
competent court for the first
instance.
For the following motions that relate to
key rights of the shareholders, the
motion may be adopted by a majority
vote at a shareholders’ meeting,
wherein the meeting is attended by
shareholders representing two-thirds
or more of the total number of its
outstanding shares. In the event the
total number of shares represented by
the shareholders present at a
shareholders’ meetingof the company
1. Article 185 of the
Company Act
2. Article 277 of the
Company Act
3. Article 159 of the
Company Act
4. Article 240 of the
Company Act
5. Article 316 of the
Company Act
6. Article 29 of the
The amended
Article 2 (1), Article
39 (j), Article 39 (k),
Article 39 (l) of the
Articles of
Association of the
company complies
with the
amendment
provisions in the
left column of the

- 141 -

Important matters related to protection
of shareholders’ equity
Provisions contained in
the Company Act or
the Securities and
Exchange Act
Provisions and
reasons of
deviation
is less than the percentage of the total
shareholdings required in the
preceding paragraph, the resolution
may be adopted by at least two-thirds
of the voting rights exercised by the
shareholders present at the
shareholders’ meeting who represent a
majority of the outstanding shares of
the company.
1. To form, change or terminate
contracts related to leasing of the
entire operation, commissioning
others to manage, or forming of a
long term joint management with
others; Transfer the whole or
principal part of the business or
property; To accept the whole
business or property given by
others, which causing a significant
influence over the operations of the
Company
2. Amending the Articles of
Incorporation
3. Where amendments to the Articles
of Association will damage the
rights of shareholders holding
preferred shares, a resolution of the
preferred shareholders’ meeting
must be convened
4. New shares issuance shall be used
to allocate the whole or part of
share dividends or bonuses
5. Resolutions for corporate
dissolution, merger, or demerger
6. Conversion of shares
Business Mergers
And Acquisitions
Act
checklist of the
registration
country for the
protection of the
shareholders'
equities of foreign
issuers.
III. Authorities and responsibilities of directors and supervisors
1.
When the directors of the
company have their own interests
in the matters of the board
meeting, they shall state the
important contents of their own
Paragraphs 2, 3 and 4
of Article 206 of the
Company Act,
Paragraph 3 of Article 5
of the Business Mergers
The amended
Article 84 (1) of the
Articles of
Association of the
Companycomplies

- 142 -

Important matters related to protection
of shareholders’ equity
Provisions contained in
the Company Act or
the Securities and
Exchange Act
Provisions and
reasons of
deviation
interests at the current board
meeting. In the process of merger
and acquisition, the directors of
the company shall explain to the
Board of Directors and the
shareholders' meeting the
important contents of their own
interests in the merger and
acquisition transaction and the
reasons for approving or opposing
the merger and acquisition
resolution.
2.
Where the spouse, a relative
within the second degree of
kinship of a director, or any
company which has a controlling
or subordinate relation with a
director has interests in the
matters under discussion in the
meeting of the preceding
paragraph, the director shall be
deemed to have a personal
interest in the matter.
3.
When a shareholder is an
interested party to an agenda item
and there is the likelihood that
such a relationship would
prejudice the interests of the
company, that shareholder may
not vote on that item and may not
exercise voting rights as a proxy
for any other shareholder. With
respect to the resolutions at the
board meetings, when a director is
prohibited from exercising the
voting right subject to the
preceding paragraph, his/her
voting right shall not be included
in the voting rights of attending
directors.
And Acquisitions Act with the
amendment
provisions in the
left column of the
checklist of the
registration
country for the
protection of the
shareholders'
equities of foreign
issuers.
1. A companydirector shall act Paragraphs 2 and 3 of 1. The Articles of

- 143 -

Important matters related to protection
of shareholders’ equity
Provisions contained in
the Company Act or
the Securities and
Exchange Act
Provisions and
reasons of
deviation
diligently and take due care of the
company as a good administrator
in conducting the business
operation of the company; if
he/she has acted contrary to this
provision, he/she shall be liable for
the damages sustained by the
company there-from. If the said act
is implemented by the director
himself or herself, or another party,
the shareholders' meeting may
resolve and consider an earning
received from the said act as an
earning of the company.
2. If a director of the company, in the
course of performing his/her
duties of the company, has violated
the law and thereby resulting in
damages to others, he/she shall
bear joint and several liabilities
with the company in compensating
others.
3. A managerial officer and a
supervisor shall bear, when
performing a functional duty, the
same liabilities as a company
director when causing damages.
Article 8 and Paragraph
3 of Article 23 of the
Company Act,
Paragraphs 1 and 2 of
Article 5 of the Business
Mergers And
Acquisitions Act
Association or
Paragraph 1 of
Article 74 of
current
organization
documents of
the company
has complied
with the
provisions in
the left column
of the checklist
of the
registration
country for the
protection of
the
shareholders'
equities of
foreign issuers.
2. The company
does not have a
supervisor, but
it has set up an
audit committee
to exercise the
supervisor's
duties. This
difference
should have no
significant
adverse impact
on
shareholders'
equities.
1. Before the company convenes the
board meeting to decide on the
merger and acquisition, the audit
committee or special committee
(applicable to the company with a
supervisor)shall review the merger
Articles 6 and 7,
Paragraph 3 of Article
22, Paragraph 7 of
Article 31 and
Paragraph 2 of Article
38 of the Business
The amended
Article 70 (1) of the
Articles of
Association of the
company complies
with the

- 144 -

Important matters related to protection
of shareholders’ equity
Provisions contained in
the Company Act or
the Securities and
Exchange Act
Provisions and
reasons of
deviation
and acquisition plan and the
fairness and rationality of
transaction, and report the results to
the board of directors and the
shareholders' meeting. However, if
it is not necessary to convene a
shareholders' meeting to resolve the
merger and acquisition according to
the laws and regulations of the
country where the foreign issuers
registered, it may not be reported to
the shareholders' meeting.
2. When the audit committee (or
special committee) is deliberating, it
shall appoint an independent expert
to provide an opinion on the
reasonableness of the conversion
ratio or the cash or other properties
allotted to the shareholders.
3. The results of the audit committee's
(or special committee's)
deliberations and the independent
expert's opinions shall be sent to the
shareholders together with the
notice of convening the
shareholders' meeting. However, if
a resolution of the shareholders'
meeting is not required by the laws
and regulations of the country
where the foreign issuers registered,
a report on the merger and
acquisition shall be made at the
latest shareholders' meeting.
4. The documents to be sent to the
shareholders referred to in the
preceding paragraph shall be
deemed to have been sent to the
shareholders after the company has
announced the same content on the
website designated by the securities
regulatoryauthorityof Taiwan,
Mergers And
Acquisitions Act
amendment
provisions in the
left column of the
checklist of the
registration
country for the
protection of the
shareholders'
equities of foreign
issuers.

- 145 -

Important matters related to protection
of shareholders’ equity
Provisions contained in
the Company Act or
the Securities and
Exchange Act
Provisions and
reasons of
deviation
China and placed at the venue of the
shareholders' meeting for the
inspection of the shareholders.
  • VI. In the Most Recent Year as of the Publication Date of the Annual Report, if There an Issue of Significant Impact on Shareholders' Equity or Securities Prices as Stipulated in Subparagraph 2 of Paragraph 2 of Article 36 of the Securities Exchange Act: None.

- 146 -

Independent Auditors' Report

Lemtech Holdings Co., Limited public notice:

Audit opinion

We have audited the accompanying consolidated financial statements of Lemtech Holdings Co., Limited and its subsidiaries (the company), which comprise the consolidated balance sheet as of December 31, 2019 and 2018, and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies. In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of the company as of December 31, 2019, and of its consolidated financial performance and its consolidated cash flows for the periods from January 1 to December 31, 2019 and 2018 in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS, IAS, IFRIC and SIC endorsed by the FSC.

Basis for Auditor's Opinions

We have performed the audit of 2019 in accordance with Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, FSC Letter Jin-Guan-Zheng-Shen-Zi No. 1090360805, dated Feb. 25, 2020 and the auditing standards generally accepted in the Republic of China; the audit of 2018 has been performed in accordance with Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities required under said standards will be detailed in the paragraph about the external auditor's responsibility on auditing consolidated financial statements. We are independent of the company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other obligations under the Norm. We are convinced that we have acquired enough and appropriate audit evidence to serve as the basis of audit opinion.

Key Audit Matters

Key Audit Matters refer to matters that, in our professional judgement, were of most significance in our audit of the 2019 Consolidated Financial Statements of the company. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming out opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matters for the consolidated financial statements of Lemtech Holdings Co., Limited and its subsidiaries (the company) for 2019 are stated as follows: Key Audit Matters: the authenticity of sales revenue of specific customers

147

The revenue of the company is mainly derived from computer, communication, consumer electronics and automotive parts. Since the materiality and the Statements on Auditing Standards has defaulted revenue recognition as a significant risk. Therefore, the assessment of the authenticity of sales transactions with major customers meeting the certain conditions was listed as a key audit matter. For details of the revenue recognition policy, please refer to Notes 4 and 26 of the consolidated financial report.

We understand the industry and economic environment of the company. In addition to testing the relevant internal controls, we select samples of major customers meeting certain conditions from sales of 2019, and verify the shipping orders, invoices and receipts to confirm the authenticity of the revenue.

Responsibility of the management and the governing body for the Consolidated Financial Statements

It is the management's responsibility to fairly present the consolidated financial statements in conformity with "Regulations Governing the Preparation of Financial Reports by Securities Issuers" and IFRS, IAS, IFRIC and SIC endorsed by the FSC, and to sustain internal controls respecting preparation of the consolidated financial statements so as to avoid material misstatements due to fraud or errors therein.

In preparing the consolidated financial statements, the responsibility of management includes assessing the company's ability to continue as a going concern, disclosing going concern related matters, as well as adopting going concern basis of accounting unless the management intends to liquidate the company or terminate the business, or has no realistic alternative but to do so.

The governing bodies of the company (including the audit committee) have the responsibility to oversee the procedures for financial reporting.

Auditor's responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatement may arise from frauds or errors. If it could be reasonably anticipated that the misstated individual amounts or aggregated sums could have influence on the economic decisions made by the users of the consolidated financial statements, they will be deemed as material.

We have utilized our professional judgment and maintained professional skepticism when exercising auditing work according to the auditing standards generally accepted in the Republic of China. We also execute the following tasks:

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

  2. Understand internal controls relevant to the audit in order to design appropriate audit procedures under the circumstances. However, the purpose is not to express an opinion on the effectiveness of the company's internal control.

148

  1. Evaluate the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and relevant disclosures made by management.

  2. Based on the audit evidence obtained, to conclude on the appropriateness of management's use of the going concern basis of accounting and whether a material uncertainty exists for events or conditions that may cast significant doubts on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements; or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or circumstances may cause the company to no longer continue as a going concern.

  3. Evaluate the overall presentation, structure and content of the consolidated financial statements (including relevant notes), and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

We also provide governing bodies with a declaration that we have complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China regarding independence, and to communicate with them on all relationships and other matters that may possibly be deemed to impair our independence (including relevant preventive measures).

From the matters communicated with the governing body, we determined the key audit matters for the company's 2019 consolidated financial statements. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Deloitte & Touche

Taipei, Taiwan (Republic of China) Mar. 25, 2020

Notes to Readers

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

The independent auditors' report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' report and consolidated financial statements, the Chinese version shall prevail.

149

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)

Lemtech Holdings Co., Limited and subsidiaries

Consolidated Balance Sheet

Dec. 31, 2019 and 2018

Unit: NTD thousands

Code

1100
1136

1150

1170

1197

1200

1220

130X

1410

1470

11XX


1550

1600

1755

1805

1821

1840

194D

1915

1920

1985

15XX
1XXX

Code

2100

2130

2150

2170

2219

2230

2280

2399

21XX

2500

2530

2540

2570

2580

2645

25XX
2XXX


3110
3200


3320
3350
3300
3410

31XX
36XX

3XXX

Total assets
CURRENT ASSETS
Cash and cash equivalents (Notes 6 and 35)
Financial assets at amortized cost - current (Notes 8, 9, 35 and 37)
Notes receivable (Notes 10 and 35)
Accounts receivable (Notes 10, 35 and 36)
Finance lease receivable (Note 11)
Other receivables (Notes 10 and 35)
Current income tax assets (Note 28)
Inventory (Note 12)
Prepayments (Note 20)
Other current assets (Note 20)
Total Current Assets
NON-CURRENT ASSETS
Investment using equity method (Note 14)
Property, plant, and equipment (Notes 15, 31, 33, and 37)
Right-of-use assets (Note 16)
Goodwill (Note 17)
Other intangible assets (Note 18)
Deferred income tax assets (Note 28)
Finance lease receivable - non-current (Note 11)
Prepayments for equipment (Note 20)
Refundable Deposits (Note 20)
Long-term prepaid rent (Note 20)
Total Non-current Assets
Total Assets
Liabilities and Equity
CURRENT LIABILITIES
Short-term loans (Notes 21, 33, and 35)
Contract liabilities - current (Note 26)
Notes payable (Notes 23 and 35)
Accounts Payable (Note 23, 35, and 36)
Other Payable (Note 24 and 35)
Current tax liabilities (Note 28)
Lease liabilities-current (Notes 16 and 33)
Other current liabilities (Note 24)
Total Current Liabilities
NON-CURRENT LIABILITIES
Financial liabilities at fair value through profit or loss -
Non-current (Notes 7, 22 and 35)
Corporate bonds payable (Note 22)
Long-term debt (Notes 21, 35 and 37)
Deferred income tax liabilities (Note 28)
Lease liabilities-non-current (Notes 16 and 33)
Guarantee deposit received
Total non-current liabilities
Total Liabilities
Equity attributable to shareholders of the parent (Note 25)
Equity
Ordinary stock
Capital reserve
Retained earnings
Special reserve
Unappropriated retained earnings
Total Retained Earnings
Exchange differences on translation of foreign financial
statements
Equity attributable to shareholders of the parent
Uncontrolled equity
Total equity
Total Liabilities and Equity
Dec. 31,2019 %
15
1
-
33
-
-
-
12
2
-
63
1
29
4
1
1
-
-
1
-
-
37
100
16
1
3
24
3
-
1
-
48
-
9
6
3
2
-
20
68
8
13
-
12
12

1)
32
-
32
100
Dec. 31,2018
Sum
$ 942,332
79,436
4,684
2,076,706
5,540
17,122
13
736,718
85,068
2,047
3,949,666
32,923
1,808,305
233,101
82,387
42,204
15,372
13,789
41,228
7,032
-
2,276,341
$ 6,226,007
$ 965,312
79,408
183,304
1,466,225
190,962
26,001
47,803
15,145
2,974,160
3,392
580,601
350,000
220,133
120,340
6,888
1,281,354
4,255,514
474,720
802,102
13,500
731,348
744,848

68,349 )
1,953,321
17,172
1,970,493
$ 6,226,007
Sum
$ 550,292
3,842
5,379
2,220,152
-
17,828
31
900,520
103,923
3,147
3,805,114
33,502
1,230,891
-
-
22,634
20,847
-
194,248
2,977
88,214
1,593,313
$ 5,398,427
$ 1,009,466
66,510
300,787
1,134,173
200,410
13,318
-
7,403
2,732,067
910
576,478
-
208,160
-
6,708
792,256
3,524,323
395,411
784,347
13,500
662,990
676,490
1,375
1,857,623
16,481
1,874,104
$ 5,398,427
%
















10
-
-
41
-
-
-
17
2
-
70
1
23
-
-
-
-
-
4
-
2
30
100
19
1
5
21
4
-
-
-
50
-
11
-
4
-
-
15
65
7
15
-
13
13
-
35
-
35
100












(













(



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

150

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) Lemtech Holdings Co., Limited and subsidiaries

Consolidated Statement of Comprehensive Income Jan. 1 to Dec. 31, 2019 and Jan. 1 to Dec. 31, 2018

Unit: NTD thousands

Except for earnings per share which are in NTD

Code
Operating revenue (Notes 26
and 36)
4110
Sales

4190
Sales returns and
allowances
4000
Total operating revenue

5000
Operating cost (Notes 12 and
36)
5900
Gross business profit

Operating expenses (Note 27)
6100
Selling expenses

6200
Administrative expenses

6300
Research and development
expenses
6450
Expected credit impairment
loss
6000
Total operating expenses
6900
Net operating profit

Non-operating income and
expenses (Note 27)
7010
Other income
7020
Other gains and losses

7050
Finance costs

7060
Share of gain (loss) of
affiliates and joint ventures
accounted for under equity
method
7000
Total non-operating
income and expenses
2019 2018
% %










(

(

(

(

(

(



(






(Continued)

151

(Continued from previous page)

Code
7900
Earnings Before Tax (EBT)

7950
Income tax fees (Note 28)

8200
Net profit for this period

Other comprehensive income
(loss)
8360
Items that may be
reclassified subsequently to
gain or loss:
8361
Exchange differences on
translation of foreign
financial statements
8300
Other comprehensive
income (net, after tax)
8500
Total comprehensive income
(loss) during this period
Net income attributable to
8610
Shareholders of the parent

8620
Uncontrolled equity

8600

Total comprehensive income
(loss) attributable to
8710
Shareholders of the parent

8720
Uncontrolled equity

8700

Earnings Per Share (Note 29)
From continuing business
9710
Basic

9810
Diluted
2019 2018
Sum % Sum %

(

(
(









$ 336,858

74,519 )

262,339


69,514 )


69,514)

$ 192,825

$ 259,447
2,892

$ 262,339

$ 189,723
3,102

$ 192,825

$ 5.47
$ 5.35
(

(
(




7

2)

5


1 )


1 )

4

5
-

5

4
-

4



(

(
(








$ 542,164

136,761)

405,403


9,189)


9,189)

$ 396,214

$ 382,474
22,929

$ 405,403

$ 376,028
20,186

$ 396,214

$ 8.06
$ 7.91
(







9

2)
7
-
-
7
6
1
7
6
1
7

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

152

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) Lemtech Holdings Co., Limited and subsidiaries Consolidated Statement of Changes in Equity Jan. 1 to Dec. 31, 2019 and Jan. 1 to Dec. 31, 2018

Code

A1
Balance as of Jan. 1, 2018
Appropriation and distribution of 2017 earnings
B3
Special reserve
B5
Cash dividend attributable to shareholders
Other changes in capital surplus
M5
Actually acquired part of the equity of the
subsidiary
C5
Issuance of convertible corporate bonds with
recognized equity component
D1
2018 Net profit
D3
2018 Other Comprehensive Income (Loss) after
tax
D5
Total comprehensive income (loss) in 2018
O1
Changes in non-controlling interests
Z1
Balance as of Dec. 31, 2018
Appropriations and distribution of 2018 retained
earnings
B5
Cash dividend attributable to shareholders
B9
Stock dividend attributable to shareholders
Other changes in capital surplus
M5
Actually disposal / acquisition of part of the
equity of the subsidiary
D1
2019 Net Profit
D3
2019 Other Comprehensive Income (Loss) after
tax
D5
Total comprehensive income (loss) in 2019
I1
Corporate bonds converted into common shares
O1
Changes in non-controlling interests
Z1
Balance as of Dec. 31, 2019
Equityattributable to owners Equityattributable to owners Total

1,474,912
-

98,853 )
79,798
25,738
382,474

6,446 )
376,028
-
1,857,623

98,853 )
-
-
259,447

69,724 )
189,723
4,828
-
$ 1,953,321
Unit: NTD thousands
Uncontrolled equity
Total equity
Unit: NTD thousands
Uncontrolled equity
Total equity
Unit: NTD thousands
Uncontrolled equity
Total equity
SHARE CAPITAL
$ 395,411
-
-
-
-
-
-
-
-
395,411
-
79,082
-
-

-

-

227

-
$ 474,720
Capital reserve
$ 678,811
-
-
79,798
25,738
-
-
-
-
784,347
-
-
13,154
-

-

-

4,601

-
$ 802,102

Retained earnings
Special reserve
Unappropriated
retained earnings
$ 28,925
$ 363,944
(
15,425 )
15,425
-
(
98,853 )
-
-
-
-
-
382,474

-

-

-

382,474
-
-
13,500
662,990
-
(
98,853 )
-
(
79,082 )
-
(
13,154 )
-
259,447

-

-

-

259,447

-

-

-

-
$ 13,500
$ 731,348
Exchange differences
on translation of
foreign financial
statements
Special reserve
$ 28,925
(
15,425 )
-
-
-
-

-

-
-
13,500
-
-
-
-

-

-

-

-
$ 13,500

(










(








(

(

(






(
(
(
(


(
$ 7,821

-
-
-
-
-

6,446 )

6,446 )
-
1,375
-
-
-
-

69,724 )

69,724 )

-

-
$ 68,349 )
$ (
(

(
(




(


(


(








(
$ 144,700

-
-
(

79,798 )
-
22,929

2,743 )
(
20,186


68,607 )
(
16,481
-
(
-
-
2,892
210
(
3,102

-


2,411 )
(
$ 17,172
$ 1,619,612
-

98,853 )
-
25,738
405,403

9,189)
396,214

68,607 )
1,874,104

98,853 )
-
-
262,339

69,514)
192,825
4,828

2,411)
$ 1,970,493








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

153

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) Lemtech Holdings Co., Limited and subsidiaries Consolidated Statement of Cash Flows Jan. 1 to Dec. 31, 2019 and Jan. 1 to Dec. 31, 2018

Unit: NTD thousands

Code
Cash flows from operating activities
A10000
Net income before tax of the current year

A20010
Income and expenses having no effect on cash
flows
A20100
Depreciation expense
A20200
Amortization
A20300
Expected credit impairment loss
A20900
Finance costs
A21200
Interest income

A22300
Share of gain (loss) of affiliates and joint
ventures accounted for under equity
method

A22500
Gain (loss) on disposal of Property, Plant
and Equipment

A23200
Gains from disposal of investments
accounted for using equity method

A20400
Net Losses from Financial Assets and
Liabilities Measured at Fair Value through
Profit or Loss
A23800
Allowance for inventories
A24100
Foreign currency net (gains) losses

A29900
Amortization of prepaid lease payments
A30000
Net changes in operating assets and liabilities
A31130
Notes receivable
A31150
Accounts receivable
A31180
Other receivables
A31200
Inventories
A31230
Prepayments

A31240
Other current assets
A32125
Contract liabilities
A32130
Notes payable

A32150
Accounts payable
A32180
Other payables

A32230
Other current liabilities

A33000
Cash from operating activities
A33300
Interest paid

A33500
Income tax paid

AAAA
Net cash flows from operating activities
2019 2018
$ 336,858
246,395
10,802
5,673
58,919
(
7,902 )
(
321 )
(
592 )
(
2,163 )
2,489
46,758
(
20,094 )
-

695
162,992
1,600
132,636
(
30,935 )
3,083
12,898
(
117,483 )
300,761
(
47,798 )

7,709

1,102,980
(
43,376 )
(
40,039)


1,019,565
$ 542,164

166,693

5,632

12,011

45,642
(
10,268 )
(
14,633 )

527

-

1,990

11,583

35,482

2,295

19,697
(
420,329 )
(
9,867 )
(
293,103 )
(
4,352 )
(
3,147 )

20,866

216,089

137,721

45,134
(
2,758)

505,069
(
39,601 )
(
40,917)

424,551

(Continued)

154

(Continued from previous page)

(Continued from previous page)
Code
Cash flows from investing activities
B07500
Interest received

B00040
Acquisition of financial assets at amortized
cost

B00050
Disposal of financial assets at amortized cost
B01800
Acquisition of affiliates

B02200
Acquisition of net cash outflow from
subsidiaries

B02700
Purchase of property, plant, and equipment
B02800
Disposal of Property, Plant and Equipment
B04500
Purchase of intangible asset

B04600
Proceeds from disposal of intangible assets
B06100
Decreases in finance lease receivables
B03700
Refundable deposits paid

B03800
Refundable deposits refunded

BBBB
Net cash flows used in investing activities
Cash flows from financing activities
C00200
Decrease in short-term borrowings

C01200
Proceeds from issuing bonds
C01600
Increase in long-term borrowings
C01700
Repayment of long-term loan
C04020
Cash payments for the principal portion of
the lease liability

C03000
Guarantee deposits received
C03100
Guarantee deposits refunded
C04500
Dividend paid to shareholders

C05800
Changes in non-controlling interests

CCCC
Net Cash Inflows (Outflows) from
Financing Activities

DDDD Effect of exchange rate changes on cash and
cash equivalents

EEEE
Increases (decreases) in cash and cash
equivalents
E00100 Cash and cash equivalents at beginning of year
E00200 Cash and cash equivalents at end of year
2019
$ 7,165

(
75,594 )

-
(
10,000 )
(
120,534 )
(
597,659 )
34,929
(
5,358 )
1,626
5,130
(
3,395 )

-

(
763,690 )

(
44,154 )
-
350,000
-

(
50,458 )
180
-

(
98,853 )

-


156,715

(
20,550 )

392,040


550,292

$ 942,332
2018
$ 10,449

-
151,886
(
8,987 )

-
(
376,435 )
1,946
(
5,976 )
-
-

-

3,742
(
223,375)
(
526,156 )
597,375
-
(
141,566 )

-
-
(
512 )
(
98,853 )
(
78,656)
(
248,368)
(
12,425)
(
59,617 )

609,909
$ 550,292

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

155

Lemtech Holdings Co., Limited and subsidiaries Notes to the Consolidated Financial Statements

Jan. 1 to Dec. 31, 2019 and Jan. 1 to Dec. 31, 2018

(In Thousands of New Taiwan Dollars, Unless Otherwise Specified)

I.

Company History

Lemtech Holdings Co., Limited (hereinafter referred to as the "company") was established in the British Cayman Islands in September 2009. It is founded during organizational restructure mainly to apply for registration with the Taipei Exchange to facilitate stock trading. After the restructuring, the company became the controlling company of Lemtech Global Solution Co. Ltd. (hereinafter referred to as "Global Solution"), and obtained shares of Global Solution at a conversion ratio of 24.99: 1. The company, Global Solution and its subsidiaries (hereinafter referred to as the "combined company") mainly engaged in the production and design of various types of fine blanking die, non-metal die-casting toolings, computer connectors, computer cooling modules and other new electronic plug-ins and the sales of self-produced products. The company's stock has been traded in the Taipei Exchange since Apr. 29, 2011, and it was listed and traded in the Taiwan Stock Exchange Corporation since May 21, 2015.

The company's functional currency is New Taiwan Dollars.

II. Date and procedures of Authorization of Financial Statements The consolidated financial reports were approved by the Board of Directors on Mar. 25, 2020.

  • III. Applicability of Newly Issued and Revised Standards and Interpretations

  • (I) The company has adopted new issuance of or amendments to International Financial Reporting Standards (“IFRSs”) as endorsed by the Financial Supervisory Commission (“FSC”)

    • With the exception of the following, the applicability of the aforementioned revised Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and announced by the FSC should not result in major changes to the accounting policies of the combined company:

    • IFRS 16 "Leases"

      • IFRS 16 stipulates accounting treatments for the identification of lease agreements and lessors and lessees. It will replace IAS 17 "Leases", IFRIC 4 "Determining Whether an Arrangement Contains a Lease", and related interpretations. Please refer to Note 4 for related accounting policies.

Definitions of leases

The combined company shall elect to determine whether contracts signed (or changed) after Jan. 1, 2019 are (or include) leases in accordance with IFRS 16. The lease contracts identified in accordance with IAS 17 and IFRIC 4 shall not be reassessed and shall be processed in accordance with transitional regulations in IFRS 16. The combined company is the lessee.

The combined company shall recognize right-of-use assets and lease liabilities for all leases on the consolidated balance sheet except for

156

leases of low-value asset and short-term leases which shall be recognized on a straight-line basis. On the consolidated statement of comprehensive income, the depreciation expenses on right-of-use asset and interest expenses computed by using effective interest method on the lease liability shall be presented separately. In the consolidated statement of cash flows, cash payments for principle portion of the of lease liabilities shall be classified in financing activities, whereas cash payments for interest portion of the of lease liabilities shall be classified in operating activities. Prior to the application of IFRS 16, expense for operating lease contracts were recognized as expense on a straight-line basis. The lease prepayments for the acquisition of land use rights in China are recognized in the prepaid lease payments. Cash flow from operating leases is shown in operating activities on the Consolidated Statement of Cash Flows. Contracts classified as finance leases are recognized as lease assets and lease payables in the consolidated balance sheet. The combined company is expected to adjust the cumulative impact of the retroactive application of IFRS 16 to the retained earnings on Jan. 1, 2019, without recompiling the comparative information. Current agreements processed as operating lease under IAS 17 will be discounted by the remaining lease payments at the lessee’s incremental borrowing rate of interest on Jan. 1, 2019. All right-of-use assets will be measured as lease liabilities on that day with the recognized prepayment adjusted and the rent payable or amount payable. IAS 36 will be applicable to impairment assessment on all right-of -use assets recognized.

The combined company is eligible for application of the following practical expedients:

  • (1) Lease liabilities with reasonably similar characteristics under the same portfolio are measured at a single one discount rate.

  • (2) Lease terms that end before Dec. 31, 2019, will be treated as short-term leases.

  • (3) Original direct cost is not included in right-of-use asset measurement on Jan. 1, 2019.

  • (4) When measuring lease liabilities, decisions on lease terms are clarified after use.

For leases classified as finance lease under IAS 17 before, the carrying amount of the leased asset and the lease liability of Dec. 31, 2018 will be adopted as the carrying amount of the right-of-use asset and the lease liability on Jan. 1, 2019.

The weighted average incremental borrowing rate of interest applicable to lease liabilities recognized by the combined company on Jan. 1, 2019 was 4.04%. The difference between the amount of lease liabilities and the total amount of future minimum lease payments under non-cancellable operating leases on Dec. 31, 2018 is explained as follows:

Total amount of future minimum lease payments under non-cancellable operating leases on Dec. 31, $ 109,342

157

2018

2018
Less: Short-term leases to which exemption is
applicable (
771 )
Undiscounted total amount total on Jan. 1, 2019 $ 108,571
Present value discounted at the incremental
borrowing rate of interest on Jan. 1, 2019 $ 118,565
Plus: Extended lease options 6,238
Lease liabilities balance on Jan. 1, 2019 $ 124,803

Adjustments in assets, liabilities and equity on Jan. 1, 2019 due to the first-time adoption of IFRS 16 were as follows:

Prepayments
Long-term prepaid lease
payments
Right-of-use assets
Impact of assets
Lease liabilities - current
Lease liabilities -
non-current
Impact of liabilities
Balance
before
adjustments
ofJan. 1,2019
First-time
adoption
adjustment

Adjusted
balance as of
Jan. 1,2019
$ 2,251
88,214
-
$ 90,465
$ -
-
$ -
( $ 2,251 )
(
88,214 )
215,268
$ 124,803
( $ 32,992 )
(
91,811 )
( $ 124,803 )
$ -

-
215,268
$ 215,268
( $ 32,992 )
(
91,811 )
( $ 124,803 )
  1. IFRIC 23 “Uncertainty over Income Tax Treatments” IFRIC 23 clarifies that when there is uncertainty about the tax treatment of the income, the combined Company must assume that the tax authorities will be able to take all relevant information for review. If it is decided that the tax treatment of its application is likely to be accepted by the tax authorities, the income, tax base, unused tax losses, unused tax credits and tax rates must be consistent with the tax treatment used in reporting the income tax. Otherwise, the combined company shall reflect the effect of uncertainty for each uncertain tax treatment by using either the most likely amount or the expected value, depending on which method the entity expects to better predicts the resolution of the uncertainty. The combined company will reassess its judgments and estimates if facts and circumstances change.

  2. (II) Applicable IFRSs endorsed by the Financial Supervisory Commission (hereinafter referred to as the "FSC") in 2020

New Standards, Interpretations, and Effective Date Issued Amendments by IASB Amendment to IFRS 3 "Definition of a Jan. 1, 2020 (Note 1) Business" Amendments to IFRS 9, IAS 39 and IFRS 7 Jan. 1, 2020 (Note 2)

158

New Standards, Interpretations, and Effective Date Issued Amendments by IASB "Interest Rate Benchmark Reform" Amendment to IAS 1 and IAS 8 "Definition of Jan. 1, 2020 (Note 3) Material"

Note 1: Corporate mergers with an acquisition date between the starting date of the annual report on Jan. 1, 2020 and assets acquired after this date shall be applicable to this amendment.

Note 2: This amendment shall apply retrospectively to the accounts in the fiscal years starting after Jan. 1, 2020.

Note 3: Accounts in the fiscal years starting after Jan. 1, 2020 shall be applicable to this amendment.

As of the date the consolidated financial reports were authorized for publication, the combined company is continuously assessing the possible impacts on its financial position and financial performance upon the initial application of the aforementioned standards and interpretations. Any relevant impact will be disclosed when the assessment is completed.

(III)

Standards issued by IASB but not yet endorsed by FSC

Effective Date New Standards, Interpretations, and Published by IASB Amendments (Note 1) Amendments to IFRS 10 and IAS 28 "Sale or To be determined Contribution of Assets between an Investor and its Associate or Joint Venture" IFRS17 "Insurance Contracts" Jan. 1, 2021 Amendment to IAS 1 "Classification of Jan. 1, 2020 Liabilities as Current or Non-Current''

Note 1: Unless otherwise specified, the aforementioned New/Revised/Amended Standards and Interpretations shall be effective for the fiscal year after the reporting period.

As of the date the consolidated financial reports were authorized for publication, the combined company is continuously assessing the possible impacts on its financial position and financial performance upon the initial application of the aforementioned standards and interpretations. Any relevant impact will be disclosed when the assessment is completed.

IV. Summarized Remarks on Significant Accounting Policies

(I) Statement of Compliance

The Consolidated Financial Report was formulated in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs endorsed by the FSC that have entered into effect.

(II) Basis of Preparation

The consolidated financial reports were prepared on a historical cost basis, except for financial instruments measured at fair value.

159

The fair value measurement is classified into 3 levels based on the observability and importance of related input:

  1. Level 1 inputs: Quoted (unadjusted) prices of identical assets or liabilities obtainable in active markets on the measurement date.

  2. Level 2 inputs: Inputs, other than quoted market prices within level 1, that are observable directly (i.e. the price) or indirectly (deduced from the price) for the assets or liabilities.

  3. Level 3 inputs: Unobservable inputs for the assets or liabilities.

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

  5. Assets held primarily for the purpose of trading;

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

  7. Cash and cash equivalent (excluding assets restricted from being exchanged or used to settle a liability for at least 12 months after the balance sheet date).

Current liabilities include:

  1. Liabilities held primarily for the purpose of trading;

  2. Liabilities to be settled within 12 months after the balance sheet date; and

  3. Liabilities with a repayment deadline that cannot be unconditionally deferred till at least 12 months after the balance sheet date.

The company shall classify all other assets or liabilities that are not specified above as non-current.

  • (IV) Basis of Consolidation

The Consolidated Financial Report includes the financial reports of the company and its wholly owned subsidiaries. Income and expenses of subsidiaries acquired or disposed of are included in the consolidated statement of comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate. The financial reports of subsidiaries have been reorganized to bring uniformity in their accounting policies and those of the combined company. In the Consolidated Financial Report, all intercompany transactions, account balances, income and expenses between the entities have been offset. A subsidiary's total comprehensive income is attributed to the shareholders of the company and non-controlling interests, even if non-controlling interests become deficit balance in the process.

When a change is effected in the ownership of the subsidiary, the combined company does not lose control of it and it will be treated as equity transaction. The carrying amounts of the combined company and its non-controlling interests have been adjusted to reflect the relative changes in the interest of the subsidiaries. The difference between the adjusted amount in non-controlling interest and the fair value of consideration will be considered as interest belonging to the owners of the company.

Please refer to Note 13, Attachment 7 and Attachment 8 for details, shareholding ratio, and business items of subsidiaries.

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  • (V) Business combination

The acquisition method is applied to business combinations. Acquisition costs are listed in the period of its incurrence and service.

Goodwill is measured at the aggregate of the fair value of the consideration transferred, the acquisition-date fair value of the acquirer's previously-held equity interest in the acquiree and the net of the acquisition-date amounts of the identifiable assets acquired, and liabilities assumed.

Where the acquirer holds non controlling interests in the acquiree that are present ownership interests and entitle their holders to a proportionate share of the acquiree’s net assets in the event of liquidation at the present ownership instruments’ proportionate share in the recognized amounts of the acquiree’s identifiable net assets. Other non-controlling interests are measured at fair value.

The combined company did not adopt the acquisition method to deal with business combinations done for organizational restructuring, but adopted the book value method.

  • (VI) Foreign Currency

In preparing each individual financial statement, transactions denominated in a currency other than the entity’s functional currency (i.e. foreign currency) are translated into the entity's functional currency by using the exchange rate at the date of the transaction before they are recorded by each entity.

Monetary items denominated in foreign currencies are translated at the closing rates on the balance sheet date. Except for the following items, foreign exchange differences arising from settlement or translation of monetary items are recognized in gain or loss in the year in which they arise.

Monetary items receivable or payable to foreign operating agencies whose settlement is currently neither planned nor likely to occur in the foreseeable future (thus forming part of the net investment in the foreign operating agency), such foreign exchange differences shall be recognized initially in other comprehensive income and reclassified from equity to gain or loss on disposal of the net investment.

Non-monetary items measured at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. The resulting exchange difference is recognized in gain or loss. For items whose changes in fair value are recognized in other comprehensive income, the resulting exchange difference is recognized in other comprehensive income.

Non-monetary items measured at historical cost that are denominated in foreign currencies are translated at the rates of exchange prevailing on the transaction dates and are not re-translated.

In the preparation of the consolidated financial statements, the assets and liabilities of foreign operations (including subsidiaries and affiliated enterprises based or conducted in a country or currency other than the company's function currency) are translated into New Taiwan dollar at the closing rate of exchange prevailing at the balance sheet date. Income

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and expense items are translated at the average exchange rates for the period. Where exchange differences arising, if any, are recognized in other comprehensive income and accumulated in equity and attributed to the proprietors of the company and non-controlling interests as appropriate.

  • (VII) Inventories

  • Inventories include raw materials, materials, work in progress and finished goods. The value of inventory shall be determined based on the cost and Net Realizable Value (NRV), whichever is lower. With the exception of inventory of the same category, individual items shall be assessed when comparing the cost and NRV. The NRV is the estimated selling price in the ordinary course of business, less the estimated cost of completion and the estimated costs necessary to make the sale. Cost of inventory is calculated using weighted-average method.

  • (VIII) Investment in the affiliates Affiliates are entities over which the combined company has significant influence but they are neither subsidiaries nor joint ventures. The combined company follows equity method for investment in affiliates. Under the equity method, the investment on affiliates is initially recognized at cost and adjusted thereafter for the post-acquisition change in the investor's interest in gain and loss, shares in other comprehensive income and profit distribution by the affiliates. Also, the combined company's interest in affiliates and joint ventures are recognized in accordance with the shareholding ratio.

  • Any excess of acquisition cost over the combined company's share of an affiliate's or a joint venture's identifiable assets and liabilities measured at the fair value on the date of acquisition is recognized as goodwill. The goodwill shall be included in the carrying amount of the investment but not allowed for amortization. If the combined company's share of the net fair value of the identifiable assets and liabilities exceeds acquisition cost, the excessive amount is recognized immediately in gain or loss. When the combined company's share of loss derived from the investment of an affiliate equals or exceeds the combined company's interest (including the carrying amount of the investment and other long-term substantial interests in the affiliate's net asset in proportion to ownership percentage), the combined company shall cease recognizing losses further. The combined company only recognizes extra losses and liabilities to the extent that there is a legal obligation, constructive obligation, or payment on behalf of an affiliate.

When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount (higher of the value in use and fair value less costs to sell) with its carrying amount. Any impairment loss will not be recognized as a charge against the carrying amount of an investment (including goodwill). Any reversal of the impairment loss shall be recognized after subsequent increases in the recoverable amount of investment.

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Gain or loss in upstream and downstream transactions between the combined company and the affiliates or transactions between investees needs to be shown in the Consolidated Financial Report when not affecting the interests of the combined company or the affiliate.

  • (IX) Property, Plant and Equipment

Property, Plant and Equipment are recognized at cost and subsequently measured at cost less accumulated depreciation and impairment. Property, Plant and Equipment under construction are recognized at cost less accumulated impairment. The cost shall include professional service expenses and the cost of loans eligible for capitalization. Such assets shall be classified into appropriate Property, Plant and Equipment categories upon completion and reaching the expected use status and the depreciation shall begin.

The depreciation of Property, Plant and Equipment is recognized on straight-line basis and each major part/component will be shown independently. Where the lease term is less than the useful life of an asset, the depreciation is recognized over the lease term. The combined company must conduct at least one annual review at the end of each year to assess the estimated useful life, residual value, and depreciation methods and infer the effect of changes in accounting estimates. When derecognizing Property, Plant and Equipment, the difference between the net disposal proceeds and the carrying amount of the asset shall be recognized in gain or loss.

  • (X) Goodwill

The value of goodwill received through business combination has to be shown as the amount of goodwill recognized on the acquisition date and subsequently evaluated as cost less accumulated impairment loss. To evaluate impairment, the goodwill is distributed among various cash-generating units or cash-generating groups which the combined company hopes to derive benefit from the overall performance after business combination (hereinafter referred to as the "cash-generating units").

The cash-generating units that were allocated the goodwill will compare the unit's carrying amount and its recoverable amount including goodwill every year (and whenever there are signs of impairment) to evaluate the impairment of the unit. If the goodwill was obtained by the cash-generating unit through a business combination in the current year, an impairment test is to be conducted prior to the end of the current year. If the recoverable amount of the cash-generating unit that received goodwill is lower than the carrying amount, the loss on impairment is added to the carrying cost of the unit that got goodwill allocation. The proportion of reduction in other carrying amounts of assets in the unit will be used to reduce the carrying cost of such asset. Any impairment loss is recognized directly as loss in the current period. Loss in impairment of goodwill cannot be reversed subsequently.

When disposing a certain operation within the cash-generating unit with amortized goodwill, the amount of goodwill related to the disposed

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operations is included in the carrying amount of the operations to determine the disposal of gain or loss.

  • (XI) Intangible assets

  • Intangible assets acquired separately

    • Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and loss. Amortization is recognized using the straight-line method. The combined company must conduct at least one annual review at the end of each year to assess the estimated useful life, residual value, and depreciation methods and infer the effect of changes in accounting estimates.
  • Acquisition from business combinations Intangible assets acquired in a business combination are recognized at fair value at the acquisition date, with goodwill recognized separately and are subsequently measured the same separately as intangible assets acquired separately.

  • Derecognition

    • When derecognition of an intangible asset, the difference between the net proceed of disposal and the carrying amount of the asset is recognized in gain or loss for the period.
  • (XII) Impairment of tangible, intangible assets and contract costs

  • On each balance sheet date, the combined company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If there is any sign of impairment, an estimate is made of its recoverable amount. If it is not possible to determine the recoverable amount of an individual asset, the combined company must determine the recoverable amount for the asset's cash-generating unit. The recoverable amount is the fair value minus cost of sales or its value in use, whichever is higher. If the individual asset or recoverable amount of the cash generating unit is lower than the carrying amount, the carrying amount of the asset or of the cash generating unit will be reduced to the extent of recoverable amount and the impairment loss will be recognized in gain or loss.

The amount of the impairment loss on inventories, property, plant and equipment and intangible assets recognized due to customer contracts shall be recognized, firstly, in accordance with rules governing the impairment of inventory and the above rules governing the recognition of impairment. Secondly, where the carrying amount of the contract cost relevant assets exceeds the sum of the estimated balance that the relevant product or service is expected to be received minus relevant costs, such amount shall be recognized as impairment loss. Subsequently, the carrying amount of the contract cost relevant assets shall be accounted for in the cash-generating unit in which they belong in order to conduct impairment assessment on the cash-generating unit. When the impairment loss is subsequently reversed, the carrying amount of an asset, the cash generating unit, or the contract cost-related asset is reversed to the extent not exceed the carrying amount (minus

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amortization or depreciation) of the asset, cash generating unit, or contract cost-related asset that had not been impaired in the previous years. The reversed impairment loss will be recognized in gain or loss. (XIII) Financial instruments Financial assets and liabilities will be recognized in the balance sheet when the combined company becomes a party to the contract of financial instrument.

When recognizing the original financial assets and liabilities, if they are not measured at fair value through profit or loss, it is assessed based on the fair value plus the cost of transaction, that is, of its acquisition or issuance of the financial assets or financial liabilities. The transaction costs directly attributable to the acquisition or issuance of financial assets or financial liabilities at fair value through profit or loss shall be immediately recognized in profit and loss.

  1. Financial assets

Regular trading of financial assets shall be recognized and derecognized in accordance with trade date accounting.

  • (1) Measurement types

  • The combined company holds financial assets that are classified as financial assets measured at amortized cost. Financial assets measured at amortized cost

  • When the combined company's investments in financial assets satisfy the following two conditions simultaneously, they are classified as financial assets measured at amortized cost:

  • A. Held under a certain business model of which the objective of holding the financial assets is to collect contractual cash flows; and

  • B. The cash flows on specific dates that are generated from the contractual terms of the financial assets are solely payments of the principal and interest on the principal amount outstanding.

Financial assets measured at amortized cost (including cash and cash equivalents, notes receivable, accounts receivable, other receivables and refundable deposits measured at amortized cost) are measured at the aggregate carrying amount of the financial asset after initial recognition and determined by using the effective interest method. Any foreign currency exchange gains and losses are recognized in gain or loss.

Except for the following two circumstances, interest revenue is calculated at the value of effective interest rate times the gross carrying amount of financial assets:

  • A. The interest income of a credit-impaired financial asset purchased or provided for the founding is calculated by multiplying the credit-adjusted effective interest rate by the amortized cost of the financial asset.

  • B. Financial assets that are not credit impairment from purchases or at the time of founding but subsequently become credit impairments shall be calculated by multiplying

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the effective interest rate in the reporting period after the credit impairment by the cost after the amortization of financial assets.

Cash equivalents include fixed deposits obtained within three months with high liquidity and relatively low price changes convertible to cash any time. They are used for meeting short-term cash commitments.

  • (2) Impairment of financial assets and contract assets

  • On each balance sheet date, the combined company assesses the impairment loss of financial assets (including accounts receivable) and finance lease receivables measured at amortized cost based on expected credit losses.

Loss allowance shall be recognized for accounts receivable and finance lease receivable based on lifetime expected credit losses. Other financial assets are first assessed based on whether the credit risk has increased significantly since the original recognition. If there is no significant increase in risks, an allowance for expected credit loss shall be recognized based on a 12-month period. If the risks have increased significantly, loss allowance shall be recognized in the lifetime of such assets.

The expected credit loss is the weighted average credit loss determined by the risk of default. The 12-month expected credit losses represent the expected credit losses from possible defaults of the financial instrument within 12 months after the reporting date. The lifetime expected credit losses represent the expected credit losses from all possible defaults of the financial instrument during the expected period of existence.

For the purpose of internal credit risk management, without consideration of the collateral held, the combined company shall determined that a default of financial instrument has occurred if one of the following applies:

  • A. Internal or external information indicates that it is not possible for the debtor to settle the debt.

  • B. Overdue for more than one year, unless there is reasonable evidence showing that a delayed basis of default is more appropriate.

The impairment loss of all financial assets is accrued from their carrying amount based on the allowance account. However, the allowance for the investment in the debt instruments measured at fair value through other comprehensive income is recognized in other comprehensive income and shall not reduce its carrying amount.

  • (3) Derecognition of financial assets

The combined company may only derecognize the financial assets when the contractual rights to the cash flow from the asset expire or when the company transfers all the risks and rewards of ownership of the financial assets to other enterprises substantially.

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On derecognition of a financial asset measured at amortized cost in its entirety, the difference between the carrying amount and the sum of the consideration received is recognized in gain or loss. On derecognition of a debt instruments measured at fair value through other comprehensive income in its entirety, the difference between the financial asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognized in other comprehensive income and accumulated in equity is recognized in gain or loss. When the company's equity instruments are measured at fair value through other comprehensive income, the accumulated gain or loss is transferred directly to retained earnings and is not reclassified to gain or loss.

  1. Financial liabilities

  2. (1) Subsequent measurement

All financial liabilities are measured at amortized cost, using the effective interest method, except for:

Financial liabilities at fair value through profit or loss (FVTPL) Financial liabilities at fair value through profit or loss are designated as measured at fair value through profit or loss. The combined company designated the financial liabilities as being measured at fair value through profit or loss in the original recognition in the following cases:

  • A. it eliminates or significantly reduces a measurement or recognition inconsistency; or

  • B. a group of financial assets, financial liabilities or both is managed and its performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy, and information about the investment is provided internally on that basis to the key management personnel.

  • C. Designate the overall mixed (combined) contract containing one or more embedded derivatives.

Once designated as financial liabilities at fair value through profit or loss, its amount of changes in fair value due to changes in credit risk is recognized in other comprehensive income, and will not be reclassified to profit or loss, will only be reclassified to retained earnings when derecognizing such financial liabilities. Except for the interest accrued, which is recognized in financial costs, the changes in fair value of such liability are reported in other gains and losses. However, if change in fair value due to credit risk is recognized in other comprehensive income, its will cause or worsen the accounting mismatch, then such changes in fair value of the liability in its entirety shall be fully recognized in gain or loss.

Please refer to Note 35 for the methods in determining fair values.

(2) Derecognition of financial liabilities

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When derecognizing financial liabilities, the difference between its carrying amount and the paid consideration (including any transferred non-cash assets or liabilities assumed) shall be recognized in gain or loss.

  1. Convertible bonds

Compound financial instruments issued by the combined company (convertible bonds) are classified separately as financial liabilities and equity in accordance with the substance of contractual arrangements and the definitions of a financial liability and an equity instrument.

On initial recognition, fair value of the liability component is calculated by using the prevailing market interest rate of similar non-convertible instruments. This amount is recorded as a liability amortized at effective interest method until extinguished upon conversion or the instrument’s maturity date. The liability component of an embedded derivative instrument is measured at fair value.

Conversion option is the equity component of a compound financial instrument which is measured at the amount of the fair value of the overall compound instrument deducted by the fair value of the liability component. The amount of the conversion option net of tax is recognized as equity so is not subsequently remeasured. When the conversion option is exercised, the associated liability component and the amounts recognized in equity are transferred to share capital and reserves – premium. If the conversion option of convertible bonds remains unexercised at the maturity date, the amount recognized in equity will be transferred to capital surplus – premium.

Transaction costs that relate to the issuance of the convertible bonds are divided into liability (list the carrying amount of liability) and equity (list in equity) components and in proportion to the respective values of the liability and equity components of the overall instrument.

  • (XIV) Revenue Recognition

After the combined company identifies its performance obligations in contracts with customers, it shall amortize the transaction costs to each obligation in the contract and recognize revenue upon satisfaction of performance obligations.

Revenue from sales of goods

Revenue is derived from the sales of computer, communication, consumer electronics and automotive components. Because the customer has the right to use the product when it is sold, and bears the risk of loss or damage to it, the combined company recognizes the revenue and accounts receivable at that point.

  • (XV) Leases

2019

The combined company assesses whether a contract is (or contains) a lease on the execution date of the contract.

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  1. The combined company is a Lessor Leases in which the lessee assumes substantially all of the risks and rewards of ownership are classified as finance leases. All other leases are classified as operating leases.

  2. When the combined company subleases the right-of-use asset, it determines the classification of the sublease by the right-of-use asset (not the underlying asset). However, if the main lease is a short-term lease where the recognition exemption is applicable for the combined company, the sublease is classified as an operating lease. Under finance leases, lease payments are fixed payments. Net lease investment is measured as the sum of the present value of lease receivables and unguaranteed residual value plus the original direct cost and expressed as finance lease receivable. Financing income is allocated to each accounting period to reflect the fixed rate of return on the unexpired net lease investment of the combined company in each period.

  3. The combined company is a Lessee

  4. A right-of-use asset and a lease liability are recognized for all leases at the inception date of such leases, except for leases qualified for recognition exemption, e.g. leases with low-value underlying assets and short-term leases, for which an expense is recognized on a straight-line basis over the lease term.

The right-of-use asset is initially measured at cost (including the original amount of the lease liability), and subsequently measured at the cost less accumulated depreciation and accumulated impairment losses, and the remeasurement of lease liabilities is adjusted. Right-of-use assets are expressed separately in the consolidated balance sheet.

A right-of-use asset is depreciated on a straight-line basis over the period from the lease commencement date to the end of its useful lives, or to the end of the lease term, whichever is earlier.

A lease liability is initially measured at the present value of lease payments (including fixed payments). If the interest rate implicit in a lease can be easily determined, the lease payment is discounted at the interest rate. If the interest rate cannot be easily determined, the lessee's incremental borrowing rate of interest shall be used.

Subsequently, lease liabilities are measured at the amortized cost using the effective interest rate method, and interest expense is amortized over the lease term. In the case that future lease payments change as a result of a change in the lease term, the combined company remeasures the lease liability and correspondingly adjusts the right-of-use asset, except in the case when the carrying amount of the right-of-use asset has reduced to zero, in which case any residual remeasured amount shall be recognized in gain or loss. Lease liabilities are expressed separately in the consolidated balance sheet. 2018

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Leases in which the lessee assumes substantially all of the risks and rewards of ownership are classified as finance leases. All other leases are classified as operating leases.

  1. The combined company is a Lessee

    • Payment for operating leases are recognized as expenses during the lease period based on straight-line method.
  2. Land and Building Leases

    • When leases include land and building elements, the Company classifies them as finance or operating leases based on whether most risks and rewards from ownership of the elements have been transferred to the lessee. Minimum lease payments shall be apportioned to land and buildings in proportion to the fair value of land and building lease rights on the lease start date.

    • If lease payments can be allocated reliably between these two elements, then each element is classified under relevant lease. If lease payments cannot be allocated reliably between the two elements, the entire lease is classified under finance lease. If both elements clearly meet the standards of operating leases, the entire lease is classified under operating lease.

  3. (XVI) Government subsidies

  4. Government subsidies are only recognized when they can be reasonably assured that the combined company will comply with the conditions imposed by government subsidies and that such subsidies will be recognized when received.

If the government subsidy is used to compensate fees or losses that had occurred, or is given to the combined company for the purpose of immediate financial support without related future costs, it can be recognized as income within the collectible period.

  • (XVII) Employee benefits

  • Short-term employee benefits

    • Related liabilities for short-term employee benefits are measured by the non-discounted amount expected to be paid in exchange for employee services.
  • Benefits after retirement

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

  • (XVIII) Income tax

Income tax expenses are the sum of current income tax and deferred income tax.

  1. Current income tax

A tax is levied on the unappropriated earnings of the subsidiary in Taiwan pursuant to the Income Tax Act and is recognized as income tax expense in the year when the shareholders' meeting resolves to appropriate the earnings.

Adjustments to income tax payable from previous years are recognized in the income tax of current year.

  1. Deferred income tax

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Deferred income tax is calculated based on the temporary difference between the carrying amount of the assets and liabilities and the taxable basis of the taxable income.

Deferred income tax liabilities are generally recognized for all taxable temporary differences and deferred income tax assets are recognized when there are likely to be taxable income for the deductible temporary differences or the carryforward of unused tax losses.

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

The carrying amount of the deferred income tax assets is re-examined at each balance sheet date and the carrying amount is reduced for assets that are no longer likely to generate sufficient taxable income to recover all or part of the assets. Assets that have not been recognized as deferred income tax assets are re-examined at each balance sheet date and the carrying amount is increased for assets that are likely to generate sufficient taxable income to recover all or part of the assets.

Deferred income tax assets and liabilities are measured at the tax rate of the period of expected repayment of liabilities or realization of assets. The rate is based on the tax rate and tax laws that have been enacted prior to the balance sheet date or have been substantially legislated. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the balance sheet date, to recover or settle the carrying amount of its assets and liabilities.

  1. Current and deferred taxes for the year

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

If current income or deferred tax arises from business combination, tax effects are included in the accounting for business combination.

V. Significant accounting judgments and assumptions, and major sources of estimation uncertainty

When the combined company adopts accounting policies, the management must make judgments, estimates and assumptions based on historical experience and other critical factors for related information that are not readily available from other sources. Actual results may differ from original estimates.

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The management shall continue to review the estimates and basic assumptions. If an amendment of estimates only affects the current period, it shall be recognized in the current period of amendment; if an amendment of accounting estimates affects the current year and future periods, it shall be recognized in the current year and future periods.

VI.

Cash and cash equivalents

current year and future periods.
Cash and cash equivalents
Cash on hand and revolving funds
Checking accounts and demand
deposits
Cash equivalents (investments with
original maturity date of less than three
months)
Bank fixed deposit
Dec. 31,2019
$ 1,339
910,415

30,578
$ 942,332
Dec. 31,2018






$ 640
549,652
-
$ 550,292

Bank Interest rates at the balance sheet date were categorized into different internals listed as follows:

internals listed as follows:
Dec. 31,2019
Bank deposits
0.0001%~0.35%
Fixed deposits
2.15%
ncial instruments measured at fair value through profit or loss
Dec. 31,2019
Financial liabilities – current
Designation as at fair value through
profit or loss
Derivatives (hedge
unspecified)-Redemption Option (Note
22)
$ 3,392
ncial assets at amortized cost
Dec. 31,2019
Current
Domestic investment
Bank deposits - restricted
$ 4,355
Fixed deposits with original maturity
over 3 months - restricted
75,081
$ 79,436
Dec. 31,2018
0.01%~0.33%
-

Dec. 31,2018
$ 910
Dec. 31,2018


$ 3,842

-
$ 3,842

VII. Financial instruments measured at fair value through profit or loss

VIII. Financial assets at amortized cost

For details on pledges, please refer to Note 37.

As of Dec. 31, 2019, the annual rate of fixed deposits with original date due of more than three months is 2.25%.

IX. Credit Risk Management for Debt Instruments

All debt instruments invested by the combined company are financial assets measured at amortized cost.

Dec. 31, 2019

Measured at amortized

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Total carrying amount
Loss allowance
Amortized cost
Dec. 31, 2018
Total carrying amount
Loss allowance
Amortized cost
cost
$ 79,436
-
$ 79,436
Measured at amortized
cost
$ 3,842
-
$ 3,842

To mitigate credit risk, the management of the combined company shall perform credit rating assessments to assess the default risk of debt instrument investment institutions. For credit rating items which lacks external rating information, appropriate internal rating shall be given by referencing public financial information. The combined company continuously tracks information such as material information from the financial institutions to monitor changes in the credit risk of the debt instruments it has invested in, and evaluates whether the credit risk of the debt instrument investments has increased significantly since its original recognition.

The combined company takes stock of the historical default records and current financial conditions of financial institutions provided by the internal credit rating team, so as to measure the 12-month expected credit loss or the lifetime expected credit loss of the debt instrument investment.

The combined company’s current credit risk rating mechanism and the total carrying amount of investments in debt instruments at each credit rating are as follows:

follows:
Credit
Rating
Definition Basis of Recognition of
Expected Credit Losses
Norma
l
The debtor has a low credit risk and is
fully capable of paying off contractual
cash flows.
12-month expected credit
losses

The total book value of each credit rating debt instrument investment and the applicable expected credit loss rate are as follows: Dec. 31, 2019

Dec. 31, 2019
Credit Rating
Normal
Dec. 31, 2018
Credit Rating
Normal
Expected credit loss
rate
0%
Expected credit loss
rate
0%
Total carryingamount
Measured at amortized
cost
$ 79,436
Total carryingamount
Measured at amortized
cost
$ 3,842

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X. Notes receivable, accounts receivable and other receivables Dec. 31, 2019

Notes receivable
Measured at amortized
cost
Total carrying amount
Less: Loss allowance
Accounts receivable
Measured at amortized
cost
Total carrying amount
Less: Loss allowance
Other comprehensive
income measured at fair
value
Other receivables
Others
Dec. 31,2019
$ 4,684
-
$ 4,684
$ 2,109,054
(
32,348 )
-
$ 2,076,706
$ 17,122
Dec. 31,2018
( ( $ 5,379
-
$ 5,379
$ 2,118,093

28,077 )
130,136
$ 2,220,152
$ 17,828

Accounts receivable

  • (I) Accounts receivable measured at amortized cost

The average credit granting period for product sales of combined company is 150 days. The combined company adopts a policy of treating transactions with counterparties approved by the company's credit ratings assessment and where necessary, sufficient collateral is obtained to mitigate the risk of financial losses arising from defaults. The combined company shall use publicly obtainable financial information and past transaction records to grade main customers. The combined company continues to monitor credit risk exposure and the credit ratings of counterparties and distributes total transaction amounts among qualified customers only. It also manages credit risk exposure through reviews and credit line approval through the audit committee. The combined company recognizes loss allowance for accounts receivable in accordance with lifetime expected credit loss. Lifetime expected credit losses are calculated based on the bad debt provision matrix which accounts for the customer's past default records, current financial status, and economic conditions in the industry. GDP forecasts and the outlook of the industry are also considered. The combined company separates individual customers into different risk groups and recognizes loss allowance based on the expected loss rate of each group. The combined company has no notes receivable that are overdue but for which allowance has not been recognized as of the balance sheet date, and considering that no impairment has occurred in the past, the expected credit impairment loss rate of notes receivable is set at 0%. The combined company writes off accounts receivable when there is information indicating that the debtor is experiencing severe financial

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difficulty and there is no realistic prospect of recovery of the receivables. For accounts receivable that have been written off, the combined company continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in gain or loss.

Measurement of loss allowance for notes receivable and accounts receivable based on provisional matrix by the combined company is as follows:

Dec. 31, 2019

follows:
Dec. 31, 2019
Not overdue
1 - 60 days
overdue
61 - 120 days
overdue
121 - 180 days
overdue
181 - 240 days
overdue
241 - 365 days
overdue
Over
Expected credit loss rate
0%~17.94%
0%~27.47%
9.09%~33.06%
14.29%~40.01%
25%~59.97%
28.31%~100%
25.
Total carrying amount
$ 1,882,993
$ 178,413
$ 18,494
$ 10,881
$ 882
$ 4,586
$ Loss allowance (lifetime
expected credit loss)
(
1,547)
(
3,004)
(
4,990)
(
3,221)
(
405)
(
2,115)
(
Amortized cost
$ 1,881,446
$ 175,409
$ 13,504
$ 7,660
$ 477
$ 2,471
$ Dec. 31, 2018
Not overdue
1 - 60 days
overdue
61 - 120 days
overdue
121 - 180 days
overdue
181 - 240 days
overdue
241 - 365 days
overdue
Over
Expected credit loss rate
0%~4.7%
0%~5.43%
0%~11.56%
0%~19.88%
0%~26.32%
0%~49.69%
7.7
Total carrying amount
$ 1,688,447
$ 458,183
$ 31,483
$ 42,054
$ 901
$ 6,619
$ Loss allowance (lifetime
expected credit loss)
(
1,271)
(
3,721)
(
1,884)
(
1,216)
(
18)
(
1,039)
(
Amortized cost
$ 1,687,176
$ 454,462
$ 29,599
$ 40,838
$ 883
$ 5,580
$ Changes in loss allowance for accounts receivable are as
2019
Opening balance
$ 28,077
: Impairment loss recognized
5,673
: Amounts actual written off
(
4 )
Foreign currency translation
differences
(
1,398)
Balance at the end of the year
$ 32,348
241 - 365 days
overdue
Over due over 365
days
Total
28.31%~100%
$ 4,586

(
2,115)
$ 2,471

241 - 365 days
overdue

(

25.
$
83%~100%
17,489

17,066)
423

due over 365
days


$ 2,113,738
(
32,348)
$ 2,081,390
Total

$
Over
7.7
$ (

$


(
$ 16,619
12,011
-
553)
$ 28,077

Compared with the opening balance, the total carrying value of accounts receivable in 2019 and 2018 experienced a net decrease of NT$139,175 thousand and a net increase of NT$420,329 thousand, respectively, and resulted in increases in the loss allowance of NT$5,673 thousand and NT$12,011 thousand, respectively. The increase in the loss allowance in 2019 was mainly due to the increase in the number of aging days of accounts receivable.

  • (II) Accounts receivable measured at fair value through other comprehensive income

For the larger amount of receivables, the combined company will decide whether to sell it to the bank without recourse depending on the conditions of the working capital. The combined company's business model for managing such accounts receivable is achieved by receiving contractual cash flows and selling financial assets. Therefore, such accounts receivables are measured at fair value through other comprehensive income.

XI. Finance lease receivables

The composition of finance lease receivables in 2019 is as follows:

Dec. 31, 2019

Undiscounted lease payments

175

Year 1 $ 6,381
Year 2 6,381
Year 3 6,381
Year 4 1,862
21,005
Less: unearned finance income ( 1,676 )
Lease payment receivable 19,329
Net investment in a lease
(expressed as finance lease
receivables) $ 19,329

The combined company sub-leased part of the leased plant in April, 2019 and received a fixed lease payment of NT$6,381 thousand per year. Since the remaining period of the main lease was fully sub-leased, it was classified as a finance lease.

The interest rate implicit in a lease during the lease period will not change after determination on the contract date. The interest rate implicit in the finance lease as of Dec. 31, 2019 is 5% per annum.

The combined company measures the loss allowance of finance lease receivables based on lifetime expected credit losses. Finance lease payment receivables are pledged by leased equipment. As of the balance sheet date, there were no overdue outstanding finance lease receivables. At the same time, considering counterparties' past default records, the future development of the relevant industry of the subject if the lease and the value of collateral, the combined company deemed that no impairment has occurred for the above financial lease payment receivable.

XII. Inventory

payment receivable.
ntory
Finished goods
Work-in-process
Raw material
Dec. 31,2019
$ 413,233
178,556
144,929
$ 736,718
Dec. 31,2018






$ 518,020
209,601
172,899
$ 900,520

In 2019 and 2018, the cost of sales for inventories was NT$4,011,648 thousand and NT$4,757,020 thousand, respectively. The cost of sales includes inventory losses of NT$46,758 thousand and NT$11,583 thousand.

XIII. Subsidiaries

Subsidiaries included in the consolidated financial reports

The entities of the Consolidated Financial Report are as follows:

Investor
company
Name of subsidiaries Business activities Percentage of
equity interest
held
Percentage of
equity interest
held
Description
Dec. 31,
2019

Dec. 31,
2018
Lemtech Global
Solution Co. Ltd.

Lemtech Global
Solution Co. Ltd.
Lemtech Global Solution Co.
Ltd. (formerly Super Solution
Co., Ltd., hereinafter referred
to as "Global Solution")
Lemtech Precision Material
(China) Co., Ltd (China)
(formerly Kunshan Lemtech
Precision Material Co., Ltd,
hereinafter referred to as
Investment holding companies
Production and design of various types of
fine blanking die, non-metal die-casting
toolings, computer connectors, computer
cooling modules and other new electronic
plug-ins, as well as sales of self-produced
100
0.2
100

0.2
On Nov. 23, 2009, all
shares were
obtained by a stock
swap.
Merged LDC
Precision
Engineering Co., Ltd
(Kunshan) in on
Mar. 17, 2010. (Note

176

"Lemtech Precision Material") products, etc. 2)
Lemtech Global
Zhenjiang Emtron Surface Surface treatment of mechanical, electronic
83.33 - Investment funds
Solution Co. Ltd. Treatment Limited Company and automotive components were remitted on
(hereinafter referred to as Jan. 22, 2019. (Note
"Emtron Company") 3)
Lemtech Global
Lemtech Industrial Services Sales of electronics and computer 57 - Notes 1 and 4.
Solution Co. Ltd. Ltd (hereinafter referred to as peripheral component
"LIS")
Lemtech Global
Lemtech Cooling System Investment holding companies 100 - Established on Jun.
Solution Co. Ltd. Limited (hereinafter referred 12, 2019, and funds
to as "Lemtech Cooling") remitted for the
shares on Aug. 22,
2019. (Note 1)
Global Solution
Lemtech Precision Material Production and design of various types of 99.8 99.8 Merged LDC
(China) Co., Ltd (China) fine blanking die, non-metal die-casting Precision
(formerly Kunshan Lemtech toolings, computer connectors, computer Engineering Co., Ltd
Precision Material Co., Ltd, cooling modules and other new electronic (Kunshan) in on
hereinafter referred to as plug-ins, sales of self-produced products, Mar. 17, 2010. (Note
"Lemtech Precision Material") etc. 2)
Lemtech Cooling Lemtech Philippine Thermal Manufacturing, purchasing, sales, 100 - Established on Jul.
System Inc. (hereinafter distribution, wholesale sales, and precision 15, 2019, and funds
referred to as "Lemtech metal stamping tools, customized metal remitted for the
Philippine") hinges, cooling modules, slides, mechanical shares on Oct. 30,
components and other related items 2019. (Note 1)
Lemtech Cooling Lemtech Energy Solutions Manufacture and wholesale of machinery 100 - Notes 5 and 6.
Corporation (Taiwan) and equipment, molds, electrical and
(hereinafter referred to as audio-visual electronic products, other
"Lemtech Energy Solutions electrical and electronic machinery,
Corporation", formerly automobiles and their parts, and other
Lemtech Cryomax System optical and precision equipment
Corp.)
Lemtech Cooling Kunshan Lemtech Electronics R & D, manufacturing, and sales of 100 - Established on Oct.
Technology Co., Ltd. self-produced electronic components, 9, 2019, and funds
(hereinafter referred to as special electronic materials, and cooling remitted for the
"Lemtech Electronics modules; engaged in the production of the shares on Dec. 3,
Company") same products of the parent company and 2019. (Note 1)
the wholesale, import and export of raw
materials and mechanical equipment used
by the parent company
Lemtech
LDC Precision Engineering Manufacture and wholesale of electrical 100 100 Established on May
Precision Co., Ltd. (hereinafter referred appliances, audio-visual electronic 10, 2010.
Material to as "LDC Company") products, other electrical and electronic
machinery, automobiles and automotive
parts, other optical and precision
machinery
Lemtech
Lemtech Technology Limited Sales of automotive, electronics and 100 100 Established on Apr.
Precision (hereinafter referred to as computer peripheral parts 9, 2014.
Material "Lemtech HK")
Lemtech
Lemtech Precision Material Manufacture of automotive parts (sunroof, 100 100 Operations began on
Precision (CZECH) s.r.o. (hereinafter brakes, seat belts, airbags, etc.) and Jan. 1, 2017. (Note 1)
Material referred to as "Lemtech CZ") assemblies (drive shafts for steering wheel,
etc.), supply of consumer electronics parts
and server product
Lemtech HK
Lemtech USA Inc. (hereinafter U.S. business development, business 100 100 Established on May
referred to as "Lemtech USA") information collection, provision of market 31, 2013. (Note 1)
intelligence and industry information
Lemtech HK
Lemtech Industrial Services Sales of electronics and computer - 57 Established on Dec.
Ltd (hereinafter referred to as peripheral component 17, 2015, and funds
"LIS") remitted for the
shares on Apr. 12,
2016. (Notes 1 & 4)
LIS
Kunshan Lemtech Slide Design and production of slide rails, shafts 100 100 Established on Jul.
Technology Co., Ltd. (China) and related accessories, and sales of 21, 2016. (Note 1)
(hereinafter referred to as self-produced products, etc.
"Lemtech Slide Company")
Notes:
  1. Lemtech Philippine, Lemtech Electronics Company, Emtron Company, Lemtech Cooling, Lemtech Energy Solutions Corporation, Lemtech USA, Lemtech CZ, LIS, LDC Company, and Lemtech Slide Company are all non-essential subsidiaries. Except LDC Company, the financial reports of the

177

rest have not been audited by a certified public accountant; however, the management of the combined company deemed that the fact that the financial reports of the above-mentioned non-essential subsidiaries have not been audited by a certified public accountant would not resulted in significant differences.

  1. The combined company introduced strategic shareholders to expand business in China. The board of directors resolved to sell 10% of the shares of Lemtech Precision Material, and completed the relevant equity transfer on Oct. 21, 2015. The board of directors resolved that Lemtech Global Solution Co. Ltd. shall reacquired 0.2% of the shares of the subsidiary Lemtech Precision Material and Global Solution acquired the 9.8% of the shares of the subsidiary Lemtech Precision Material on Sep. 28, 2018. For details on the relevant transactions, please refer to Note 32.

  2. In order to continue to expand the production supply chain of automobile components in China and achieve stability and improve gross profit, the combined company signed a contract on Jan. 23, 2019 and paid the total transaction amount of NT$111,966 thousand, or US$3,640 thousand, to acquire 83.33% of the equity and debt of Emtron Company, which completed equity transfer on Jan. 23, 2019. For details on the relevant transactions, please refer to Note 31.

  3. In accordance with the company's operating plan, future development and goals of enhancing the company's competitiveness, the combined company adjusted its investment structure in accordance with board resolution. In April, 2019, LIS held by Lemtech HK was assigned to be held by Lemtech Global Solution Co. Ltd.

  4. Lemtech Cryomax System Corp. was established on Apr. 2, 2015. On Nov. 10, 2018, Global Solution acquired 50% of the equity of Lemtech Cryomax System Corp., and obtained a gain from a bargain purchase from Lemtech Cryomax System Corp. at NT$298 thousand. Participated in capital increase in cash in January, 2019, and the shareholding ratio remained unchanged after the capital increase. The company name was changed to Lemtech Energy Solutions Corporation since October 2019.

  5. Corresponding to the company's operating plan, future development and goals of enhancing the company's competitiveness, the combined company adjusted the investment structure in accordance with board resolution, and assigned 50% of equity of Lemtech Energy Solutions Corporation (formerly Lemtech Cryomax System Corp.) held by Lemtech Global Solution Co. Ltd to Lemtech Cooling. And Lemtech Cooling shall acquire the remaining 50% equity of Lemtech Energy Solutions Corporation (formerly Lemtech Cryomax System Corp.). Relevant contracts were executed on Jul. 1, 2019, and the total transaction amount of NT$30,000 thousand was paid and the equity transfers completed. For details on the relevant transactions, please refer to Note 31.

XIV. Investment using equity method

refer to Note 31.
stment using equity method
Affiliates not individually significant
Aapico Lemtech (I)
Lemtech Energy Solutions Corporation
Dec. 31,2019
$ 32,923

-
Dec. 31,2018


$ 29,692
3,810

178

(formerly Lemtech Cryomax System Corp.)

(II)

  • $ 32,923 $ 33,502

  • (I) The combined company signed an investment agreement with Thai listed company Aapico Hitech Plc. (AH: TB) on Mar. 1, 2013, invested in cash, and jointly established Aapico Lemtech (Thailand) Co. on Mar. 1, 2013. , Ltd. (hereinafter referred to as "Aapico Lemtech"). In accordance with the company's operating plan, on Jun. 30, 2016, the combined company adjusted the equity held of Aapico Lemtech, the holding is assigned to Global Solution to Lemtech HK.

  • (II) The combined company adjusted the investment structure on Jul. 1, 2019. For details, please refer to Notes 13 and 6.

  • (III) The ratios of ownership, equities, and voting rights of the combined company in affiliate enterprises are as follows:

Name Business activities
R&D, production, manufacturing and assembly of
automotive, electronics and computer peripheral
parts

Manufacture and wholesale of machinery and
equipment, molds, electrical and audio-visual
electronic products, other electrical and electronic
machinery, automobiles and their parts, and other
optical and precision equipment
Principal place of
business
Percentage of Ownership and
Votes
Percentage of Ownership and
Votes
Dec. 31,2019 Dec. 31,2018
Aapico Lemtech
Lemtech Energy
Solutions Corporation
(formerly Lemtech
Cryomax System
Corp.)
Thailand
Taiwan
40%
100%
(Subsidiaries
included in the
consolidated
financial reports)
40%

50%

The gain and loss and other comprehensive income proportions of affiliates using the equity method in 2019 and 2018 were recognized and disclosed based on the financial report of the investee without CPAs' verification during the same period; however, the management of the combined company deemed that no significant influence will occur from the use of such financial reports.

For the information of the main business and products, main place of business and country registered for the aforementioned affiliates, please refer to Attachment 7, "Information of Invested Companies".

XV. Property, Plant and Equipment

XV. Property, Plant and Equipment XV. Property, Plant and Equipment XV. Property, Plant and Equipment XV. Property, Plant and Equipment XV. Property, Plant and Equipment XV. Property, Plant and Equipment
For self-use
(I)
for self-use - 2019
Land
Buildings
Machinery
equipment
Cost
Balance as of Jan. 1, 2019
$ -
$ 507,950
$ 852,434

Additions
444,705
68
94,666
Acquired through business
combinations
-
150
40,471
Disposal
-
-
(
63,186 )

Reclassification
48,893
-
136,195
Net exchange differences

-
(
18,860)
(
35,098)

Balance as of Dec. 31, 2019
$ 493,598
$ 489,308
$ 1,025,482

Accumulated depreciation and
impairment
Balance as of Jan. 1, 2019
$ -
$ 64,297
$ 326,068

Depreciation expense
-
25,151
96,918
Disposal
-
-
(
35,745 )

Reclassification
-
-
-
Net exchange differences

-
(
2,975)
(
14,477)

Balance as of Dec. 31, 2019
$ -
$ 86,473
$ 372,764

Net balance as of Dec. 31, 2019
$ 493,598
$ 402,835
$ 652,718
Transportation
equipment
Office
equipment
Leasehold
improvements

Other
Equipment
$ 362,046
20,851
3,786
(
7,246 )
24,020
(
12,319)
$ 391,138
$ 169,724
57,042
(
3,252 )
56
(
7,454)
$ 216,116
$ 175,022
2019
Un
a

finishe
nd equ
$ 1,808,305
d constructions
ipment to be
tested
Total
4,746
$ 1,870,610
23,972
602,856
-
45,594
90
)
(
77,746 )
4,872
)
203,886
177
)
(
71,726)
23,579
$ 2,573,474
-
$ 639,719
-
197,061
-
(
43,409 )
-
-
-
(
28,202)
-
$ 765,169
23,579
$ 1,808,305
d constructions
ipment to be
tested






$ -

444,705
-
-
48,893

-

$ 493,598

$ -

-
-
-

-

$ -

$ 493,598

(


(

$ 507,950

68
150
-

-

18,860)

$ 489,308

$ 64,297

25,151
-

-

2,975)

$ 86,473

$ 402,835
$ 852,434

94,666
40,471
(
63,186 )

136,195
(
35,098)

$ 1,025,482

$ 326,068

96,918
(
35,745 )

-
(
14,477)

$ 372,764

$ 652,718
$ 33,078

1,544
918
(
2,602 )

21
(
1,251)

$ 31,708

$ 18,851

4,313
(
1,395 )

-
(
763)

$ 21,006

$ 10,702
$ 40,452

2,631
269
(
4,622 )
34

(
1,405)

$ 37,359

$ 29,004

3,773
(
3,017 )
-

(
1,085)

$ 28,675

$ 8,684
$ 69,904

14,419
-
-

(
405 )
(
2,616)

$ 81,302

$ 31,775

9,864
-

(
56 )
(
1,448)

$ 40,135

$ 41,167


(
(
(



$

$
4,746

23,972
-
90
)

4,872
)
177
)

23,579

-

-
-

-
-

-

23,579
$ 1,870,610
602,856
45,594
(
77,746 )
203,886
(
71,726)
$ 2,573,474
$ 639,719
197,061
(
43,409 )
-
(
28,202)
$ 765,169
$ 1,808,305
$ $
$

179

In 2019, as there is no indicator of impairment, the combined company did not conduct impairment assessment.

Depreciation expenses are calculated on a straight-line basis according to the following durable years:

id not conduct impairment assessment.
Depreciation expenses are calculated on a
o the following durable years:
straight-line basis according
Buildings 20 years
Machinery equipment 3 to 10 years
Office equipment 2 to 10 years
Transportation equipment 5 years
Leasehold improvements 1 to 5 years
Other Equipment 2 to 10 years

Please refer to Note 37 for the amount of property, plant and equipment pledged as collateral for borrowings. (II) 2018

(II) 2018
Cost
Balance as of Jan. 1, 2018

Additions
Disposal
Reclassification

Net exchange differences

Balance as of Dec. 31, 2018

Accumulated
depreciation
and
impairment
Balance as of Jan. 1, 2018

Disposal
Reclassification

Depreciation expense
Net exchange differences

Balance as of Dec. 31, 2018

Net balance as of Dec. 31, 2018
Buildings Machinery
equipment
Transportation
equipment
Office
equipment
Leasehold
improvements
Other
Equipment
Unfinished
constructions and
equipment to be
tested
Total

(
(


(
(

$ 488,017

35,915
-


6,101 )

9,881)

$ 507,950

$ 39,767

-


153 )
25,956

1,273)

$ 64,297

$ 443,653

(

(


(

(

$ 701,327

176,779

18,765 )

7,146

14,053)

$ 852,434

$ 275,837


16,323 )

-
73,460

6,906)

$ 326,068

$ 526,366

(
(


(
(

$ 28,941

10,781

6,085 )
-

559)

$ 33,078

$ 21,249


6,063 )
-
4,153

488)

$ 18,851

$ 14,227

(
(


(
(

$ 36,730

5,747

1,334 )
-

691)

$ 40,452

$ 25,371


1,327 )
-
5,537

577)

$ 29,004

$ 11,448


(



(

$ 29,994

34,420

-

6,101


611)

$ 69,904

$ 27,896


-

-
4,572

693)

$ 31,775

$ 38,129

(
(
(


(
(

$ 189,718

184,442

152 )

8,140 )

3,822)

$ 362,046

$ 120,364


150 )
-
53,015

3,505)

$ 169,724

$ 192,322
$ 6,508

4,746

-

(
6,375 )

(
133)

$ 4,746

$ -


-

-

-

-

$ -

$ 4,746

(
(
(


(
(
(

$ 1,481,235
452,830

26,336 )

7,369 )

29,750)
$ 1,870,610
$ 510,484

23,863 )

153 )
166,693

13,442)
$ 639,719
$ 1,230,891

In 2018, as there is no indicator of impairment, the combined company did not conduct impairment assessment.

Depreciation expenses are calculated on a straight-line basis according to the following durable years:

Buildings 20 years Machinery equipment 5 to 10 years Office equipment 5 years Transportation equipment 5 years Leasehold improvements 2 to 3 years Other Equipment 2 to 5 Years

XVI. Lease Agreement
(I)
Right-of-use assets - 2019
Carrying value of right-of-use assets
Land use rights
Building
Transportation Equipment
Addition to right-of-use assets
Depreciation expenses of right-of-use
2019




$ 84,920
143,859
4,322
$ 233,101
$ 41,610

180

assets
Land use rights
Building
Transportation Equipment
2019



$ 2,224
45,457
1,653
$ 49,334

The right-of-use asset includes long-term prepaid rent for leased land in China, and the combined company has obtained certificate for the land use rights of such land.

  • (II) Lease liabilities - 2019
use rights of such land.
se liabilities - 2019
Carrying amount of lease liabilities
current
noncurrent
2019

$ 47,803
$ 120,340

The discount rate intervals for lease liabilities are as follows:

Building
Transportation equipment
2019
1.1%~7.42%
3.16%
  • (III) Important Leasing Activities and Terms

The combined company rent certain land, buildings, and transportation equipment as plant, office, and office use by employees. The lease period is 2 to 50 years. At the end of the lease term, the combined company has no preferential right to take over the leased building.

  • (IV) Sublease

For information on subleasing, please refer to Note 11.

  • (V) Other lease information
blease
For information on subleasing, please refer to Note 11.
her lease information
2019
Expense on leases of low-value assets
Total cash outflow from lease
2019

$ 6,950
$ 57,408

The combined company choose to apply recognition exemptions to some buildings and transportation equipment that qualify as leases of low-value assets. Consequently, the combined company does not recognize any right-of-use assets or lease liabilities for the said leases. 2018

The total minimum future payable amount for operating leases that cannot be canceled are as follows:

cannot be canceled are as follows:
Less than 1 year
1 - 5 years
2018


$ 29,145
80,197
$ 109,342

XVII. Goodwill

2019

181

Cost

Opening balance

Acquisition through business combinations
for the current year (Note 31)

Net exchange differences
(
Balance at the end of the year

Accumulated impairment losses
Opening balance

Recognized Impairment of the Year

Balance at the end of the year

Net balance at the end of the year
$ -
82,740

353)
$ 82,387
$ -
-
$ -
$ 82,387

The combined company acquired Zhenjiang Emtron Surface Treatment Limited Company on Jan. 22, 2019, gained goodwill of NT$78,155, which is mainly due to the benefits expected from a stable production supply chain of automotive components in China.

The combined company acquired Lemtech Energy Solutions Corporation (formerly Lemtech Cryomax System Corp.) on Jul. 1, 2019, gained goodwill of NT$4,585, which was mainly due to the benefits expected from the production and sales of server cooling products in Taiwan.

The company conducts impairment assessment on the recoverable amount of goodwill on the end of the annual financial reporting period, and conducts impairment tests when specific events or environmental changes indicate that goodwill may be impaired. When the combined company tests whether the goodwill is impaired, it uses the value in use as the basis for calculating the recoverable amount. The value in use calculation is based on cash flow forecasted by the company's financial forecasts for the next 5 years. XVIII. Other Intangible Assets

Other Intangible Assets
Cost
Balance as of Jan. 1, 2019

Separate acquisition
Reclassification
Acquired through business
combinations
Disposal

Net exchange differences

Balance as of Dec. 31, 2019

Accumulated amortization
and impairment
Balance as of Jan. 1, 2019

Amortization

Disposal
Computer
software cost
Fair value of
franchises and
customer
relationships
Total
$ 45,758
5,358
431
-
(
3,924 )
(
1,378)
$ 46,245
( $ 23,124 )
(
5,514 )
2,298





(
$ -

-
-
26,811
-

-

$ 26,811

$ -

5,288
)
-
$ 45,758
5,358
431
26,811
(
3,924 )
(
1,378)
$ 73,056
( $ 23,124 )
(
10,802 )
2,298

182

Net exchange differences
776
Balance as of Dec. 31, 2019
( $ 25,564 ) (
Net balance as of Dec. 31,
2019
$ 20,681
Cost
Balance as of Jan. 1, 2018
$ 40,441
Separate acquisition
5,976
Net exchange differences
(
659)
Balance as of Dec. 31, 2018
$ 45,758
Accumulated
amortization
and impairment
Balance as of Jan. 1, 2018
( $ 17,876 )
Amortization
(
5,632 )
Net exchange differences

384
Balance as of Dec. 31, 2018
($ 23,124)
Net balance as of Dec. 31,
2018
$ 22,634
-
776
$ 5,288
) ( $ 30,852 )
$ 21,523
$ 42,204
$ -
$ 40,441
-
5,976
-
(
659)
$ -
$ 45,758
$ -
( $ 17,876 )
-
(
5,632 )
-

384
$ -
($ 23,124)
$ -
$ 22,634

Amortized expenses were calculated on a straight-line basis over estimated useful lives listed as follows:

Computer software 3 to 10 years Fair value of franchises and customer relationships 5 years

XIX. Prepaid lease payment

aid lease payment
Current
Noncurrent
Dec. 31,2018


$ 2,251
88,214
$ 90,465

As of Dec. 31, 2018, out of all prepaid lease payments, the land use right of lands located in China was NT$90,465 thousand. The combined company has obtained all the land use right certificates.

XX. Other Assets

all the land use right certificates.
er Assets
Current
Prepayments
Prepayments for goods
Prepaid lease payment - current
Other prepayments
Other current assets
Temporary payment
Payments for Other
Dec. 31,2019
$ 37,356
-

47,712
$ 85,068
$ 154

1,893
Dec. 31,2018








$ 6,022
2,251
95,650
$ 103,923
$ -
3,147

183


Noncurrent
Prepayments for equipment

Refundable deposit
Prepaid
lease
payment
-
non-current


ns
(I)
Short-term loans
Unsecured loans
Bank loans
$ 2,047
$ 41,228
7,032
-
$ 48,260
Dec. 31,2019
$ 965,312
$ 3,147
$ 194,248
2,977

88,214
$ 285,439
Dec. 31,2018
$ 3,147
$ 194,248
2,977

88,214
$ 285,439
Dec. 31,2018
$ 1,009,466

XXI. Loans

The interest rates of the bank's revolving loans were 1.2% to 5.22% and 3.16% to 5.5% on Dec. 31, 2018 and 2019, respectively.

  • (II) Long-term loans
3.16% to 5.5% on Dec. 31, 2018 and
ng-term loans
2019, respectively.
Secured loans (Note 37)
Bank loans (1)
Less: Portion due within one
year
Long-term loans
Dec. 31,2019
$ 350,000

-
$ 350,000
Dec. 31,2018




$ -

-
$ -
  1. The bank loans were secured by pledging the company's owned land as collateral (Note 37). The maturity date of the loan is May 31, 2022. As of Dec. 31, 2019 the effective annual interest rate is 1.47%. The combined company obtained a new bank loan of NT$350,000 thousand from Jan. 1 to Dec. 31, 2019. The purpose of this loan is mainly used to purchase land.

XXII. Corporate Bonds Payable

mainly used to purchase land.
porate Bonds Payable
unsecured convertible bonds
Less: Discount on corporate bonds
payable
Dec. 31,2019
$ 595,000
(
14,399)
$ 580,601
Dec. 31,2018

(

(
$ 600,000
23,522)
$ 576,478

Unsecured convertible bonds

The company issued 6 thousand units of unsecured convertible bonds in New Taiwan Dollars in Taiwan on Jul. 30, 2018 with a nominal amount of NT$100 thousand per unit and an interest rate of 0%, issued at a premium of 100.5% of the par value, or NT$600,000 thousand; the total amount received is NT$603,000 thousand.

  • (I) Holders of each unit of corporate bonds per unit have the right to convert to ordinary shares of the company at NT$220 per share, and the conversion period is from Oct. 31, 2018 to Jul. 30, 2021.

  • (II) Where the abovementioned corporate bonds are not converted during the conversion period, the outstanding corporate bonds will redeemed in cash at par value on Jul. 30, 2021.

184

(III) At the end of two years from the issuance date (Jul 30, 2020), bondholders have the right to sell the bonds back to the company at par value.

(III) At the end of two years from the issuance date (Jul 30, 2020), bondholders
have the right to sell the bonds back to the company at par value.
(III) At the end of two years from the issuance date (Jul 30, 2020), bondholders
have the right to sell the bonds back to the company at par value.
(III) At the end of two years from the issuance date (Jul 30, 2020), bondholders
have the right to sell the bonds back to the company at par value.
These convertible bonds include assets, liabilities and equity components; the
equity component is recorded in capital surplus-stock options under equity. The
equity component is initial recognized at the effective interest rate of 1.55%.
Issuance price (net of transaction costs of NT$5,383 thousand) $ 598,455
Equity component (less the equity transaction cost of NT$242
thousand) ( 25,738)
Liability component (less the liability transaction cost of
NT$5,625 thousand) 572,717
Interest calculated at the effective interest rate of 1.55% 3,761
Liability component as of December 31, 2018 $ 576,478
Liability component as of Jan. 1, 2019 $ 576,478
Interest calculated at the effective interest rate of 1.55% 8,944
Corporate bonds converted into ordinary shares ( 4,821)
Liability component as of Dec. 31, 2019 $ 580,601

As of December 31, 2019, corporate bonds with a nominal amount of NT$5,000 have been converted into 23,000 ordinary shares of the company. XXIII. Notes payable and accounts payable

Notes payable and accounts payable
Notes payable
Arising from operations
Accounts payable
Arising from operations
Dec. 31,2019
$ 183,304
$ 1,466,225
Dec. 31,2018


$ 300,787
$ 1,134,173

The average credit period for accounts payable is approximately 120 days, and interest is not added to accounts payable. The Group has established financial risk management policies to ensure that all payables are paid within the pre-agreed credit terms.

XXIV. Other liabilities

pre-agreed credit terms.
Other liabilities
Current
Other payables
Equipment payment and
construction payment payable
Payroll and bonus payable
Benefits payable
Dec. 31,2019
$ 10,616
87,445
3,498
Dec. 31,2018
$ 5,419
76,131
1,018

(Continued)

185

(Continued from previous page)

Remuneration payable to
employees, directors and
supervisors
Interest payable
Commissions payable
Customs and logistics fees
payable
Others
Other liability
Temporary receipt
Others
Dec. 31,2019
32,246
4,160
822
25,691

26,484
$ 190,962
$ 7,036

8,109
$ 15,145
Dec. 31,2018 Dec. 31,2018








32,986
3,789
1,029
26,396
53,642
$ 200,410
$ 255
7,148
$ 7,403
XXV. Equity
(I)
Capital
Ordinary stock
Authorized shares (in thousands
shares)
Authorized capital stock
Number of shares issued and fully
paid (in thousand shares)
Issued capital
Dec. 31,2019 Dec. 31,2019 Dec. 31,2018 Dec. 31,2018



100,000


100,000
$ 1,000,000 $ 1,000,000
47,472 39,541
$ 474,720 $ 395,411

The change in the company's equity is due to the conversion of some of the convertible bonds. For details, please refer to Note 22.

On Jun. 17, 2019, shareholders' meeting of the company resolve to convert the surplus of NT$79,082 thousand into capital, with a denomination amount of NT$10 per share. The capital increase base date was Aug. 21, 2018, and the paid-in capital after the capital increase is NT$474,720.

  • (II) Capital surplus
is NT$474,720.
pital surplus

May be used to cover deficiencies, to
issue cash or to set aside capital.
Impact of functional currency changes
Stock issuance premium
Premium on conversion of convertible
bonds
Difference between the proceeds
received from acquisition or disposal of
shares to a subsidiary and its carrying
amount
Dec. 31,2019 Dec. 31,2018

( $ 68,246 )

356,379

389,635

80,841
( $ 68,246 )
356,379
394,236
93,995

186

Not for any purpose
Issuance of convertible bonds with
recognized equity component

25,738

$ 802,102
25,738
$ 784,347

Such capital surplus may be used to cover deficiencies or, in the absence of deficiencies, to pay out cash or to set aside capital, subject to a ratio of paid-up capital each year.

  • (III) Retained earnings and dividend policy

According to the company's articles of association, the laws and regulations of the Cayman Islands and listing regulations, in the case of a surplus in the company's annual final accounts, such surplus shall be first subject to taxation, reimbursement of accumulated deficit, followed by a provision for special reserve,if any. Unless the board of directors resolves to keep the remainder as retained earnings, any remainder may be distributed as stock dividend and cash dividend for the shareholders based on their shareholding ratios. Such distribution shall be proposed by the board of directors and submitted to the shareholders' meeting for resolution.

The company's dividend policy considers factors such as the company's stable growth, sustainable operation, capital requirements, sound financial structure, and maintenance of shareholders' equity. The total shareholder dividend shall be not less than 10% of the distributable surplus and may be distributed in stock or in cash, of which cash dividends shall account for no less than 50% of the total dividend distributed. If the company has incurred no loss, it may allocate all or part of the legal capital reserve and capital surplus in accordance with the laws or regulations of the competent authority in consideration of the company's financial, business and operating factors.

For distribution of dividends or bonuses in accordance with the preceding article, the company may, in accordance with the listing regulations, by resolution of the shareholders' meeting, issue all or a portion of the dividends and bonuses by issuing new shares; amounts less than one share may be distributed in cash.

For the valuation basis and actual distribution of the remuneration of employees and directors and supervisors, please refer to Note 27 (6) for remuneration of employees and directors and supervisors.

The company appropriates and reverses special reserve in accordance with the regulations in Jin-Guan-Zheng-Fa's Letter No. 1010012865 from the FSC and "Q&A on the Applicability of the Appropriation of Special Reserve after the Adoption of the International Financial Reporting Standards (IFRSs)".

The company held shareholders' meetings on Jun. 17, 2019 and Jun. 11, 2018. The distribution of earnings for 2018 and 2017 was resolved as follows:

follows:
Special reserve
Cash dividend
2018 2017

$ -
$ 98,853
(
$ 15,425)
$ 98,853

187

Stock dividend

Cash dividend capital bonus for each
share (NT$)

Stock dividend capital bonus for each
share (NT$)
$ 79,082

$ 2.5

$ 2
$ -
$ 2.5
$ -
The company's proposal for distribution of earnings and dividend per
share for 2019 was proposed by the board of directors on Mar. 25, 2019:
2019
Special reserve
$ 54,849
Cash dividend
$ 118,680
Cash dividend capital bonus for each
share (NT$)
$ 2.5
The company's proposal for distribution of earnings and dividend per
share for 2019 was proposed by the board of directors on Mar. 25, 2019:
2019
Special reserve
$ 54,849
Cash dividend
$ 118,680
Cash dividend capital bonus for each
share (NT$)
$ 2.5
The company's proposal for distribution of earnings and dividend per
share for 2019 was proposed by the board of directors on Mar. 25, 2019:
2019
Special reserve
$ 54,849
Cash dividend
$ 118,680
Cash dividend capital bonus for each
share (NT$)
$ 2.5


$ 54,849
$ 118,680
$ 2.5

The distribution of earnings for 2019 is subject to the resolution of the shareholders' meeting to be held on June 15, 2020.

(IV) Special reserve

(IV) Special reserve (IV) Special reserve (IV) Special reserve
Opening balance
Reversal of special reserve
Reversal on deduction of other equity
items
Balance at the end of the year
(V) Non-controlling interests
Opening balance
Net profit for the period
Other comprehensive income for the year
Exchange differences on translation of
foreign financial statements
Acquisition of non-controlling interests
in Lemtech Precision Material (Note 32)
Acquisition of non-controlling interests
in subsidiaries Emtron Company (Note
33)
Balance at the end of the year
XXVI.
Revenue
Revenue from contracts with customers
Revenue from sales of goods
$
2019 2018


$ 13,500
-
$ 13,500
2019

(
$ 28,925
15,425)
$ 13,500
2018
$ 16,481
2,892

210
-
(
2,411)
$ 17,172
2019
5,042,657




$ 144,700
22,929
(
2,743 )
( 148,405 )

-
$ 16,481
2018
$ $ 6,043,090

(I) Revenue from the sale of goods

Revenue from sales of goods derived from the sales of computer, communication, consumer electronics and automotive components. Because the customer has the right to use the product when the product is sold, and bears the risk of loss or damage to the product, the

188

combined company recognizes the revenue and accounts receivable at that point.

(II) Contract Balance

hat point.
ntract Balance
Notes receivable
Accounts receivable
Contract liabilities -
Current
Dec. 31,2019 Dec. 31,2018 Jan. 1,2018



$ 4,684

2,076,706



$ 5,379

2,220,152

$ 2,225,531

$ 66,510
$ 25,076

1,811,281
$ 2,081,390 $ 1,836,357
$ 79,408 $ 45,644

(III) Disaggregation of Revenue from Customer Contracts

For details of the disaggregation of revenue, please refer to Note 43.

XXVII. Continuing Operations Net Profit (I) Other income

ng Operations Net Profit
er income
Interest income
Bank deposits

Net lease investment


Subsidy income
Others

2019 2018




$ 7,165

737

7,902

6,365

765

$ 15,032





$ 10,268
-
10,268
13,500
2,531
$ 26,299

(II) Other gains and losses

(II) Other gains and losses
Financial assets and financial liabilities
Financial liability at fair value through
profit or loss
Gains on disposal of affiliates
Foreign exchange loss - net

Gain (loss) from disposal of property,
plant, and equipment
Others


(III) Financing costs
Interest on bank loans

Interest on convertible bonds

Interest on lease liabilities


(IV) Depreciation and amortization
Depreciation expenses summarized by
function
Operating costs

Operating expenses
2019 2018
(
(
(
(
$ 2,489 )
2,163

3,032 )
592

10,693)

$ 13,459)

2019
(
(
(
(
(
$ 1,990 )
-
49,300 )

527 )
7,268)
$ 59,085)
2018
(
(
(
(
$ 43,747 )

8,944 )
6,228)

$ 58,919)

2019
(
(

(
$ 41,881 )

3,761 )
-
$ 45,642)
2018

$ 173,869


72,526

$ 96,875

69,818

189


Amortized cost summarized by function
Operating costs

Operating expenses


ployee benefits
Short-term employee benefits

Benefits after retirement
Defined contribution plans

Total employee benefit expenses

Summarized by functions
Operating costs

Operating expenses




$ 246,395

$ 201


10,601

$ 10,802

2019



$ 166,693
$ 111

5,521
$ 5,632
2018





$ 568,756


21,473

$ 590,229

$ 271,367

318,862

$ 590,229





$ 610,857

24,157
$ 635,014
$ 320,597
314,417
$ 635,014

(V) Employee benefits

(VI) Remuneration for employees, directors and supervisors

Based on the company's article of association, more than 0.5% and less than 2 % of the current year's pre-tax profit shall be allocated as remuneration for employees, directors and supervisors. Remunerations for employees, directors and supervisors for 2019 and 2018 were resolved by the board of directors on Mar. 25, 2020 and Mar. 27, 2019, respectively.

Estimated ratio

respectively.
Estimated ratio
Remunerations for employees
Remuneration
for
directors
and
supervisors
Amount
Employee Bonus

Remuneration for directors and
supervisors
2019 2018
1%
1%
2019
0.5%
1%
2018
Cash Cash
$ 2,648

2,648
$ 1,946
3,892

If changes are made to the amount after the publication of the consolidated annual financial report, they apply in accordance with accounting estimation changes and will be included in the financial reports of the following year.

Remunerations for employees, directors and supervisors for 2017 and 2018 were resolved by the board of directors on Mar. 27, 2019 and Mar. 22, 2018, respectively.

22, 2018, respectively.
Remunerations for employees
2018 2017
Cash Cash
$ 1,946
$ 1,510

190

3,892 1,922

Remuneration for directors and supervisors

The company convened the board of directors on May 24, 2018 and adjusted remuneration distribution ratio. Thus actual distribution amount of remuneration for employee, directors and supervisors was different from the recognized amount in the annual consolidated financial report. The difference was adjusted to the gain and loss for 2018.

2018.
Amounts approved by
resolution of the board
Amount recognized in the
annual financial statements
2017
Remuneratio
ns for
employees
Remuneration for
directors and
supervisors

$ 1,510
$ 1,510

$ 824
$ 1,922

There is no difference between the actual distribution amount of remuneration for employees, directors and supervisors in 2018 and the amount recognized in the 2018 consolidated financial report.

Please refer to the "Market Observation Post System" of Taiwan Stock Exchange for information on the company's remuneration for employee and for Directors and Supervisors by resolution of the board in 2019 and 2018.

(VII) Gains (losses) on currency exchange

2018.
ns (losses) on currency exchange
Total currency exchange gains

Total currency exchange losses

Net (loss) gain
2019
$ 94,020

(97,052)

($ 3,032)
2018
$ 139,532
(188,832)
($ 49,300)

XXVIII. Income tax of continuing operations

(I) Main composition of income tax expenses recognized in gain or loss

Current tax
Generated in the current year

Additional tax on undistributed earnings
Adjustments from the previous years

2019 2018


(
$ 62,235


1,096
10,591)

52,740

(
$ 51,694
-

4,451)
47,243

(Continued)

191

(Continued from previous page)

2019
2018
Deferred income tax
Generated in the current year
(
418 ) 42,882
Undistributed earnings of subsidiaries
22,197 47,729
Changes in tax rates

-
(
1,093)
21,779
89,518
Income tax expenses recognized in gain or
loss
$ 74,519
$136,761
Adjustments for accounting income and income tax expenses are as
follows:
2019
2018
Net income before taxes from continuing
operations
$336,858
$542,164
Income tax expenses calculated as the
product of income before income tax and the
statutory tax rate
$ 63,074 $ 92,676
Non-deductible expenses
566
416
Effects on the deferred income tax of
subsidiaries’ earnings
22,197 47,729
Additional tax on undistributed earnings
1,096
-
Unrecognized deductible temporary
difference
(
3,423 )
650
Tax rate variation
- (
1,093 )
Others
1,600
834
Adjustments on income tax of prior periods
(10,591)
(
4,451)
Income tax expenses recognized in gain or
loss
$ 74,519
$136,761
2019 2018



(
(
$336,858

$ 63,074
566
22,197
1,096

3,423 )
- (
1,600
10,591)
(
$ 74,519
$542,164
$ 92,676

416
47,729

-

650

1,093 )

834
4,451)
$136,761

The tax rate applicable to Long Dachang Company, a subsidiary of the combined company, is 20%; the Chinese subsidiary of the combined company, Liande Fine Materials Co., Ltd., obtained the local government's high-tech enterprise certificate on November 30, 2016, and enjoys a 15% preferential tax rates between 2016 and 2019.

(II) Income tax assets and liabilities

ome tax assets and liabilities

Current income tax assets
Tax Refund Receivable
Current income tax liabilities
Income Tax Payable
Dec. 31,2019 Dec. 31,2018

$ 13
$ 26,001

$ 31
$ 13,318

(III) Deferred income tax assets and liabilities

Changes in deferred income tax assets and liabilities were described as follows:

2019

Opening Recognized in Recognized in other Exchange Balance at the balance gain or loss comprehensive income differences end of the year

192

Deferred income tax assets
Temporary differences
Allowance for inventory valuation loss
Allowance for doubtful accounts
Recognition of foreign investment
gains and losses by equity method
Unrealized gains and losses
Deductible loss
Others

Subtotal of deferred income tax assets
$ 4,595 $ 3,019

4,098
436
8,784 (
8,679 )
-
545
869
311
2,501

14

$ 20,847
($ 4,354)
$ -
( $ 244 )

-
(
162 )
-
(
105 )
-
-
-
-
-
(
610)

$ -
($ 1,121)
$ 7,370
4,372
-
545
1,180
1,905
$ 15,372

(Continued)

193

(Continued from previous page)

Deferred income tax liabilities Opening
balance
Recognized in
gain or loss
Recognized in other
comprehensive income
Recognized in other
comprehensive income

Exchange
differences
Balance at the
end of theyear
Balance at the
end of theyear


$ 87,125
454
12

120,569
$ 208,160
( $ 5,190 )
(
454 )

-

23,069

$ 17,425



$ 1,933

-
-
-
$ 1,933
( $ 3,169 )
-
-
(
4,216)
($ 7,385)


$ 80,699
-
12

139,422
$ 220,133
Temporary differences
Recognition of investment gains and
losses by foreign equity method
Unrealized gain or loss
Allowance for doubtful accounts
Others
Subtotal of deferred income tax
liabilities

2018

2018
Deferred income tax assets Opening
balance
Recognized in
gain or loss
Recognized in other
comprehensive income

Exchange
differences
Balance at the
end of theyear





$ 3,903
2,491
3,026
1,201
4,089
2,486

$ 17,196

$ 104,376
-
-
7,065

$ 111,441
$ 784

1,690

5,934
(
1,201 )
(
3,220 )

67

$ 4,054

( $ 17,507 )

454

12

110,613

$ 93,572







$ -

-

-


-

-
-

$ -

$ 434

-
-
-

$ 434
( $ 92 )
(
83 )
(
176 )
-
-
(
52)

($ 403)

( $ 178 )
-
-

2,891

$ 2,713








$ 4,595

4,098

8,784
-
869
2,501
$ 20,847
$ 87,125

454
12
120,569
$ 208,160
Temporary differences
Allowance for inventory valuation
loss
Allowance for doubtful accounts
Recognition of investment gains and
losses by foreign equity method
Unrealized gain or loss
Deductible loss
Others

Subtotal of deferred income tax assets

Deferred income tax liabilities
Temporary differences
Recognition of foreign investment
gains and losses by equity method
Unrealized gains and losses
Allowance for doubtful accounts
Others

Subtotal for deferred income tax
liabilities

(IV) Income tax approval status

For business income tax returns of LDC Company, part of the combined company, the filed cases before the year 2017 have been approved by the tax collection authority.

XXIX. Earnings per share

tax collection authority.
Earnings per share
Basic earnings per share
Total basic earnings per share
Diluted earnings per share
Total diluted earnings per share
Unit: NT$ per share
2019
2018

$ 5.47
$ 5.35

$ 8.06
$ 7.91

When calculating earnings per share, the impact of the issuance of bonus shares has been retroactively adjusted, the base day of which was August 21, 2019. Due to the retroactive adjustment, changes in the basic and diluted earnings per share in 2018 are as follows:

194

Unit: NT$ per share

Basic earnings per share
Diluted earnings per share
Before
retrospective
adjustment
$ 9.67
$ 9.49
After
retrospective
adjustment
After
retrospective
adjustment


$ 8.06
$ 7.91

For the calculation of earnings per share and the weighted average number of ordinary shares are as follows: Net profit for the period

ordinary shares are as follows:
Net profit for the period
Net profit attributable to owners of the Company
Net profit used in calculating basic earnings per
share
Impact on ordinary shares with dilutive effect:
after-tax interest on convertible bonds
Net profit used in calculating diluted earnings per
share
Number of shares
Weighted average number of ordinary shares for
the purpose of calculating basic earnings per
share
Impact on ordinary shares with dilutive effect:
Convertible bonds
Employee remuneration
Weighted average number of ordinary shares for
the purpose of calculating diluted earnings per
share
2019 2018





$ 259,447
$ 382,474
$ 259,447
$ 382,474
8,944

3,761
$ 268,391
$ 386,235
Unit: Thousand shares
2019
2018

47,467
2,705
24
50,196



47,449
1,390
15
48,854

If the combined company chooses to offer employees remuneration by way of shares or cash, then while calculating the diluted earnings per share, assuming that the remuneration is paid in the form of stocks, the potential ordinary shares with dilutive effect will be included in the weighted average number of outstanding shares to calculate the diluted earnings per share. The dilutive effect of such potential ordinary stocks shall continue to be considered when calculating the diluted earnings per share before resolving the number of stocks to be distributed as employee compensation in the following year.

XXX. government subsidies

The combined company obtained subsidies for patents of NT$6,365 thousand and NT$13,500 thousand from the Kunshan Municipal People's Government in 2019 and 2018. In 2019 and 2018, the amounts were recognized in other income at NT$6,365 thousand and NT$13,500 thousand.

XXXI. Business Combination (I) Acquisition of subsidiaries Main operating activities Date of Ownership interest Transfer

195

Emtron
Company

Lemtech Energy
Solutions
Corporation
(formerly
Lemtech
Cryomax System
Corp.)
Surface treatment of
mechanical, electronic
and automotive
components

Manufacture and
wholesale of machinery
and equipment, molds,
electrical and
audio-visual electronic
products, other electrical
and electronic machinery,
automobiles and their
parts, and other optical
and precision equipment
Acquisition
Jan. 22, 2019
Jul. 1, 2019
with voting
power/Acquisition
percentage(%)
83.33%

100%
consideration consideration

$ 111,966
$ 30,000

The combined company's acquisition of Lianchuang Company and Liande Kinetic Company in 2019 respectively in order to continuously expand the combined company's stable operation of the production and supply chain of automotive parts in China and server cooling products manufacturing and sales operations in Taiwan.

(II) Transfer consideration

manufacturing and sales operations in Taiwan.
(II) Transfer consideration
Lemtech Energy
Solutions
Corporation
Cash
$ 15,000
Investment accounted for using
equity method
15,000
$ 30,000
(III) Assets acquired and liabilities assumed on acquisition date
Lemtech Energy
Solutions
Corporation
CURRENT ASSETS
Cash and cash equivalents
$ 4,710

Accounts receivable and
other receivables
11,096
Prepayments
458
Inventory
9,377
Prepaid expenses
-
NON-CURRENT ASSETS
Property, plant, and
equipment
4,138
Intangible assets
-
Long-term unamortized
expenditures
-
Right-of-use assets
508
Other non-current assets
1,213
Emtron
Company
$ 111,966

-
$ 111,966

Emtron
Company
$ 1,722
13,619
895
1,630
1,983
41,456
26,811
2,405
68,577
-

196

CURRENT LIABILITIES
Accounts payable and other
payables
( $ 5,505 )
(
Lease liabilities
(
510 )
(
Other current liabilities
(
33 )
NON-CURRENT LIABILITIES
Long-term loans
-
(
Lease liabilities
-
(
Other non-current liabilities
(
37)

$ 25,415
(
$ 38,946 )

6,338 )
-

66,036 )

62,239 )
-
$ 14,461)

(IV) Non-Controlling Interests

Emtron Company's non-controlling interest (16.67% of ownership interest) is measured in accordance with the identifiable assets entitled for the share of non-controlling interest on the acquisition date.

(V) Goodwill arising from the acquisition

odwill arising from the acquisition
Transfer consideration
Investment accounted for using
equity method
Plus: Fair value of identifiable net
assets acquired
Minus: Fair value of identifiable
net assets acquired
Long-term liabilities paid for
others
Obtained negative value of
non-controlling interests (16.77%
ownership interest in Emtron
Company)
Goodwill arising on acquisition
Lemtech Energy
Solutions
Corporation
Emtron
Company

(

$ 15,000

15,000
-

25,415 )
-

-

$ 4,585

(
(
$ 111,966
-
14,461
-

45,861 )

2,411)
$ 78,155

The goodwill arising from the acquisition of Lemtech Energy Solutions Corporation and Emtron Company mainly comes from controlling the premium. In addition, the consideration paid for the business combination includes the expected overall effect of the business combination, profit growth, future market development, and value of employee of Lemtech Energy Solutions Corporation and Emtron Company. However, such benefits do not meet the recognition criteria for an intangible asset, thus they are not separately recognized.

Goodwill arising from the business combination is not expected to be a tax deduction item.

(VI) Net cash inflow from acquisition of subsidiary

Lemtech Energy Solutions Emtron Corporation Company

197

Consideration paid in cash

Less: Cash and cash equivalents
acquired
(
$ 15,000


4,710)
(
$ 10,290
$ 111,966

1,722)
$ 110,244

XXXII. Equity transactions with non-controlling interests

In September 2018, the combined company and Global Solution obtained the remaining 0.2% and 9.8% equity from the external shareholders other than Lemtech Precision Material, and the prices were NT$1,412 thousand and NT$77,244 thousand, respectively. After the purchase of equity, the entire combined company's shareholding ratio increased from 90% to 100%, held by Lemtech Holdings Co., Limited and Global Solution respectively at 0.2% and 99.8%. the combined company over the subsidiaries, the combined company will treat such transactions as equity transactions. The adjustment for the difference arising from the equity transaction increased the capital reserve by NTD 79,798 thousand.

As the above-mentioned transactions did not change the control over such subsidiaries, the Company treated the transactions as equity transactions.

subsidiaries, the Company treated the transactions as equity transactions. transactions.
Cash consideration paid
The amount of non-controlling interest that shall be
transferred in accordance with the changes in equity
out of the carrying amount of net assets of the
subsidiaries
Adjustment of other equity items attributable to
owners of the company
-Exchange differences on translation of foreign
financial statements
Difference in equity transactions
Equitytransaction balance adjustment
Capital reserve - Difference in the share price and
nominal value of the acquired or disposed shares of
subsidiaries
Subsidiary
Lemtech Precision
Material
2018
( $ 78,656 )
148,405

10,049
$ 79,798
Liande Precision
Materials
Subsidiary
2018
$ 79,798

XXXIII. Cash flow information

(I) Non-cash transactions In 2019 and 2018, the combine company conducted the following investments and financing activities in non-cash transactions: The adjustment of cash payments for the purchase of real property, plant and equipment is as follows:

2019 2018

198

Added this year (including
prepayment for equipment)

Reclassification of molds on
inventory
Changes in equipment payments
and construction payments payable
(
Cash amount paid for procurement
of property, plants and equipment
$ 602,856

-

5,197)

$ 597,659
$ 366,468
7,216
2,751
$ 376,435
  • (II) Changes in liabilities from financing activities 2019
2019
Short-term borrowing

Lease liabilities (Note 3)


2018
Short-term loans
Jan. 1,2019 Cash flow Changes in non-cash flow
New lease
Others
$ - $ -
41,610

52,188

$ 41,610
$ 52,188

Non-cash flow
Dec. 31,2019
New lease


$ 1,009,466

124,803

$ 1,134,269

Jan. 1,2018
( $ 44,154 )
(
50,458)

($ 94,162)

Cash flow




$ 965,312

168,143
$ 1,133,455
Dec. 31,2018
New lease Others
$ 1,535,622
( $ 526,156)
$ - $ -
$ 1,009,466

XXXIV. Capital risk management

The combined company manages its capital based on the policy to ensure the continual operations of the entities in the combined company. By optimizing its debts and liabilities, the combined company can maximize return for stakeholders.

The combined company's capital structure consists of net debts (i.e. loans and corporate bonds less cash and cash equivalents) and equities (i.e. equity, capital reserve, retained earnings, and other equity).

The combined company is not subject to any other external capital requirements. The combined company's management periodically reassesses the combined company's capital structure; the inspection items include capital costs of various categories and related risks. The combined Company will distribute dividend, issue new stocks and new debts, repurchase shares, or repay old debts among other methods to balance its overall capital structure (in accordance with the recommendations of its management).

XXXV. Financial Instruments

  • (I) Fair value information - financial instruments not measured at fair value The combined company's financial assets and financial liabilities whose carrying amounts are not measured at fair value are close to their fair value.

  • (II) Fair value of financial instruments measured at fair value on a recurring basis

  • Fair value hierarchy Dec. 31, 2019

Level 1 Level 2 Level 3 Total Financial liabilities at fair value through profit or loss (FVTPL) Corporate bonds payable redemption rights $ - $ - $ 3,392 $ 3,392

Dec. 31, 2018

199

Financial liabilities at fair value through
profit or loss (FVTPL)
Paying corporate bonds
Level 1 Level 2 Level 3 Total
$ - $ - $ 910 $ 910

In 2019, no transfers between Level 1 and 2 fair value measurement occurred.

  1. Reconciliation of financial instruments at Level 3 fair value measurement

2019

occurred.
Reconciliation of financial instruments at
measurement
2019
Level 3 fair value
Financial liabilities at fair value through
profit or loss(FVTPL)
Opening balance
Recognized in gain or loss (other gains and
losses)
Disposal/settlement
Balance at the end of the year
Changes in unrealized benefits or losses in
the current year related to liabilities held at
the end of the year and recognized in gains
or losses.
2018
Financial liabilities at fair value through
profit or loss(FVTPL)
Opening balance
Recognized in gain or loss (other gains and
losses)
Addition
Balance at the end of the year
Changes in unrealized benefits or losses in
the current year related to liabilities held at
the end of the year and recognized in gain
or loss
Derivatives
instruments
( $ 910
)
(
2,489
)

7
($ 3,392
)
($ 2,489
)
Derivatives
instruments
$ -
(
1,990
)

1,080
($ 910
)
($ 1,990
)

2018

  1. The Valuation Technique and Input Value of the Fair Value Measurement of Level 3

    • The redemption right of corporate bonds payable assumes that the corporate bonds will be redeemed on Jul. 30, 2021. The discount rate adopted is based on government bonds with a similar issue date and duration plus credit risk premium.
  2. (III) Classification of financial instruments

Dec. 31, 2019 Dec. 31, 2018

200

Financial assets
Financial assets measured at amortized
cost (Note 1) $ 3,146,641 $ 2,800,470
Financial liabilities
Measured at fair value through gain or
loss
Designation as at fair value through
profit or loss 3,392 910
Valuation of cost after amortization
(Note 2) 3,743,292 3,221,314
  • Note 1: The balances include cash and cash equivalents, accounts receivable, notes receivable, other receivables, finance lease receivables and refundable deposits, which are measured at amortized cost.

  • Note 2: The balances include financial liabilities measured at amortized cost such as short-term loans, notes payable, accounts payable, other payables, long-term loans, corporate bonds payable, and guarantee deposits.

  • (IV) Objectives and policies of financial risk management

The main financial instruments of the combined company include cash and cash equivalent, accounts receivable, accounts payable, corporate bonds payable and loans. The financial management department of the combined company provides services to the business units, including coordinating operations in the domestic and international financial markets, and managing financial risks relating to the operations of the combined company based on the degree of risk and the degree of the breadth of the exposure. These risks include market risk (including exchange rate risk, interest rate risk and other price risks), credit risk and liquidity risk. The board of directors manages the overall risk, and its purpose is to minimize the potential adverse impact on the company's financial performance as much as possible.

  1. Market risks

The combined company’s activities expose it primarily to the financial risks of changes in foreign exchange rates (see (1) and the changes in interest rates (see (2) below).

The management and measurement of market risks of financial instruments and risk exposure of the combined company remain unchanged.

  • (1) Foreign currency exchange risk

  • The combined company mainly operates in China and Taiwan and is exposed to foreign exchange risks arising from various currency risks. The combined company monitors changes in foreign currency exchange rates to ensure that its risks are minimized.

For the carrying amounts of the combined company's monetary assets and monetary liabilities denominated in non-functional

201

currency on the consolidated balance sheet date (including monetary items that are written off in the consolidated financial statements), please refer to Note 41. Sensitivity analysis

The combined company is mainly impacted by the exchange rate fluctuations in USD.

The following table includes the sensitivity analysis of the combined company’s financial position under circumstances that the exchange rate of a foreign currency to NTD (the function currency) increases or decreases by 1%. The hypothetical increase of 100 basis point (1%) in exchange rates is used in the Management's internal sensitivity analysis report on currency exchange risks; it also reflects the reasonable range of change in exchange rates the management believes would be. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and the adjustment of their translation at the end of the period for a 1% change in exchange rate. The amount in the attachment below indicates that when the NTD appreciates by 1% against the relevant foreign currency, the impact on net profit before tax will be increased. When NTD depreciates by 1% against the relevant foreign currency, the net profit before tax effects will be the same negative amount.

Increase in net profit before
tax
Impact of USD Impact of USD Impact of USD
2019
$ 1,387
2018
$ 4,532

The impact on pre-tax net profit is mainly due to the outstanding accounts receivable and accounts payable denominated in U.S. dollar and for which cash flow hedge has not been adopted on the combined company's balance sheet date.

  • (2) Interest rate risk

Significant interest-bearing assets and liabilities of the combined company are regularly renegotiated. The combined company's cash flow is exposed to interest rate risk for holding floating rate term bank deposits and loans.

The carrying value of financial assets and liabilities exposed to interest rate risk of the combined company on the balance sheet date are as follows:

date are as follows:
Interest rate risks with cash
flow
-Financial assets
-Financial liabilities
Dec. 31,2019
$ 1,020,429
1,895,913
Dec. 31,2018

$ 553,494

1,585,944

Sensitivity analysis

The main interest rate risk of the combined company is bank deposits, financial assets and loans measured at amortized cost.

202

Sensitivity analysis of circumstances when interest rates increase/decrease by 0.5% is used as to report changes in exchange rate risk to internal management.

Sensitivity analysis refers to the interest-bearing items held by the combined company and affected by interest rate fluctuations of 0.5% at the end of the period. The positive numbers in the following summary table indicate that when the benchmark interest rate rises by 0.5%, in the case where other conditions remain unchanged, how much the net profit before tax for the current period will increase.

interest rate rises by 0.5%, in
remain unchanged, how much
current period will increase.
the case where other conditions
the net profit before tax for the
the case where other conditions
the net profit before tax for the
the case where other conditions
the net profit before tax for the
the case where other conditions
the net profit before tax for the
Increase in net profit before
tax
Impact of risinginterest rates
2019
$ 4,377)
2018
( ( $ 5,162)
  1. Credit risk

Credit risks refer to risks that cause financial loss of the combined company due to the counterparty's delay in performing contractual obligations. Due to the nature of the industry in which it operates, the combined company has no significant concentration of credit risk. The combined company has formulated a policy that when assessing the credit line granted to customers, it must obtain appropriate financial information from customers to conduct credit ratings of customers to ensure that sales services do not generate significant credit risk.

The maximum amount of credit risk of the combined company is the net amount of the carrying amount of financial assets after deducting the amounts that can be offset according to regulations and the impairment losses recognized in accordance with regulations without considering collateral and other credit enhancement policies. The main objects of the accounts receivable and other receivables of the combined company are foreign-funded enterprises established in China and internationally renowned manufacturers. The credit risk management and impairment status are detailed in Note 10.

The bank deposits of the combined company and other investment in financial assets are mainly deposited in banks with good credit ratings assigned by international credit rating agencies, so this credit risk is not significant.

  1. Liquidity risk

The combined company supports its business operations and reduces cash flow fluctuation through appropriate management and the maintenance of sufficient cash and cash equivalents. The combined company's management supervises bank financing conditions and ensures compliance with loan contracts.

The bank loans are a significant source of liquidity for the combined company. Please refer to (2) Financing limit below for the unfunded financing amount of the combined company as of Dec. 31, 2018 and 2019.

203

  • (1) Liquidity and interest rate risk of non-derivative financial liabilities

Dec. 31, 2019

liabilities
Dec. 31, 2019
Floating Rate
Instruments-Borrowing
Lease liabilities
Fixed rate
instruments-corporate
bonds
Within 1
year
1 to 5years
More than 5
years


$ 965,312
47,803
-
$ 1,013,115



$ 350,000

104,827
595,000





$ -

15,513
-
$ 15,513
$ 1,049,827

Further information on the maturity analysis of lease liabilities is listed as follows:

listed as follows:
Lease liabilities

Dec. 31, 2018
Floating Rate
Instruments-Borrowing
Fixed rate
instruments-corporate
bonds

(2) Credit limit
Unsecured bank loan
limit
-Amount used
-Amount unused
Secured bank credit limit
-Amount used
Within 1
year
1 - 5years More than 5
years
$ 55,398
Within 1
year
$ 116,673
1 to 5years
$ 116,673

$ 16,002
More than 5
years



$ 1,009,466 $ -
-

600,000
$ 1,009,466
$ 600,000
Dec. 31,2019
$ 965,312
2,396,901
$ 3,362,213
$ 350,000
$ -
600,000
$ -


-

$ -
Dec. 31,2018
$ 600,000



$ 1,009,466
2,787,465
$ 3,796,931
$ -

(V) Information on transfers of financial assets

Relevant information of the company's sale of accounts receivable is as follows:

2019: None.

2018

Factoring Amount drawn amount for Received in advance as end Annual interest rate the current amount for the of the current of advance amounts Counterparty period current period period (%) Credit Limit Cathay United Bank $ 985,468 $ 855,332 $ 704,179 3.23%~4.1% $ 1,842,900 ( USD 60,000 )

204

XXXVI. Related party transactions

All transactions, account balances, income and expenses between the company and its subsidiaries (related parties of the company) are fully offset by intercompany netting and therefore are not shown in this Note. In addition to those disclosed in other Notes, the transactions between the combined company and other related parties are as follows.

(I) The names and relations of related parties Name of related party Relationship with the combined company

Aapico Lemtech Affiliates Lemtech Energy Solutions Affiliated companies (held 100% after Corporation (formerly acquisition on Jul. 1, 2019) Lemtech Cryomax System Corp.)

  • (II) Operating revenue
erating revenue
Accountingitem
Sales

Category of related
parties
2019 2018
Affiliates
$ 9,582
$ 6,788

There are no significant differences between the terms and conditions of sales and collection for related parties and that of general transactions. (III) Purchase

rchase
Category of related
parties
Affiliates
2019
$ 14,500
2018
$ 5,443

There are no significant differences between the terms and conditions of purchase and payment for related parties and that of general transactions.

(IV) Accounts receivable from related parties (excluding loans extended to related parties and contract assets)

Accounting Category of related item parties Dec. 31, 2019 Dec. 31, 2018 Accounts Affiliates $ 667 $ 235 receivable

For related parties for whom outstanding guarantee had not been sought, loss allowance has not been recognized for accounts receivables of related parties on Dec. 31, 2018 and 2019.

  • (V) Accounts payable - related party (excluding borrowings from related parties)
rties)
Accounting
item
Category of related
parties
Dec. 31,2019 Dec. 31,2018
Accounts
payable
Affiliates
$ -
$ 5,684

205

(VI) Advance receipts
Categoryof relatedparties
Dec. 31,2019
Dec. 31,2018
Affiliates
$ -
$ 1,193
(VII) Endorsements and Guarantees
Please attach Schedule II in detail.
(VIII)
Remuneration and bonuses of key management personnel
2019
2018
Short-term employee
benefits
$ 41,616
$ 32,329
Dec. 31,2018 Dec. 31,2018
$ 32,329

The remuneration for directors and other key management is determined by the remuneration committee based on personal performance and market trends.

  • XXXVII. Pledged assets

The following assets have been provided as security for the collateral for financing borrowings:

Bank deposits-restricted (accounts for
financial assets measured at amortized
cost)
Land
Dec. 31,2019
$ 75,081
493,598
$ 568,679
Dec. 31,2018 Dec. 31,2018




$ 3,842
-
$ 3,842

XXXVIII. Material contingent liabilities and unrecognized contractual commitments Except for those disclosed in other Notes, significant commitments and contingencies of the combined company on the balance sheet date are as follows: Contingent liabilities

The subsidiary of the combined company was served a civil complaint from King Slide Works Co., Ltd. (hereinafter referred to as "King Slide") on Jun. 26, 2018. The complaint was filed with the Higher People's Court of Jiangsu Province on Jun. 19, 2018 by King Slide, suing Lemtech Precision Material and Lemtech Slide Company for the production, manufacture, and sale of rail products without King Slide's license, infringing its patent rights, and request compensation of CNY 100 million, rights maintenance costs of CNY 183,090, and NT$31,748. The attorney appointed for the case states that since Lemtech Precision Material mainly engages in the research and development, production and sales of precision metal stamping components and toolings with cooling module, automobile modules and components and stamping toolings for other components. For rail products, it only produced stamping components, it is not a manufacturer or dealer of rail product, thus no infringement has occurred in this case. The rail product produced by Lemtech Slide Company are all subject to its relevant patents (some still in the application process), which by the attorney's initial judgment are different from that of King Slide. Furthermore, King Slide failed to produce evidence to proof its claim, thus payment of compensation is unlikely. The case was first trialed in court on Jan. 25, 2019. At

206

present, the case is still in the process of the first instance trial, and the outcome of the case cannot be predicted.

King Slide filed infringement claims with the Higher People's Court of Jiangsu Province, and issued statement letters to the customers of Lemtech Precision Material, which had a negative impact on the reputation of Lemtech Precision Material. Therefore, the company represented Lemtech Precision Material and filed a claim with the Taiwan Ciaotou District Court on 15 Jan. 2019.

XXXIX. Losses due to major disasters: None

  • XL. Significant subsequent events

The outbreak of COVID-19 in January 2020 resulted in the temporary suspension of the plant of the subsidiary Lemtech Holdings Co., Limited in Suzhou, Jiangsu Province, China. Since the main plant, customers and main suppliers of the subsidiary Lemtech Holdings Co., Limited are not concentrated in the severely affected area, the impact to its operations is limited.

  • XLI. Information regarding significant assets and liabilities denominated in foreign currencies

The following summary is presented in foreign currencies other than the functional currency. The exchange rates disclosed in the summary refers to the exchange rate of a foreign currency to the functional currency.

Foreign currency assets and liabilities with significant influence are as follows:

Unit: Foreign currencies and NTD 1,000

Dec. 31, 2019

Dec. 31, 2019
Foreign currencyassets Foreign
currency
Exchange rate Carrying
amount

$ 11,683

18,256

3,218

96,182

500

72,875

500

1,161

46,129
13,943

11,377

30,992
30.0325 (USD:NTD)
6.9762 (USD:CNY)
4.3050 (CNY:NTD)
0.1433 (CNY:USD)
0.2760 (JPY :NTD)
0.0641 (JPY : CNY)
33.5900 (EUR:TWD)
7.8026 (EUR:CNY)
0.5847 (PHP
:
TWD)


30.0325 (USD:NTD)
6.9762 (USD:CNY)
0.0641 (JPY:CNY)














$ 350,869

548,287

13,854

414,117

138

20,114

16,795

38,998
26,971
$1,430,143
$ 418,732

341,680
8,554
$ 768,966
Monetary items
USD

USD
CNY
CNY
JPY
JPY
EUR
EUR
PHP
Foreign currency
liabilities
Monetary items
USD
USD
JPY
Dec. 31, 2018

207

Foreign currencyassets Foreign
currency
Exchange rate Carrying
amount

$ 11,683
18,256
3,218
96,182
500
72,875
500
1,161
46,129
13,943
11,377
30,992
30.0325 (USD:NTD)
6.9762 (USD:CNY)
4.3050 (CNY:NTD)
0.1433 (CNY:USD)
0.2760 (JPY :NTD)
0.0641 (JPY:CNY)
33.5900 (EUR:TWD)
7.8026 (EUR:CNY)
0.5847 (PHP
:
TWD)


30.0325 (USD:NTD)
6.9762 (CNY:NTD)
0.0641 (JPY:CNY)














$ 350,869

548,287

13,854

414,117

138

20,114

16,795

38,998
26,971
$1,430,143
$ 418,732

341,680
8,554
$ 768,966
Monetary items
USD

USD
CNY
CNY
JPY
JPY
EUR
EUR
Foreign currency
liabilities
Monetary items
USD
USD
CNY
JPY

The combined company is mainly exposed to foreign currency exchange rate risks of NTD, CNY, USD, CZK and PHP. The following information is aggregated in terms of the functional currency of the foreign currency held. The exchange rate disclosed is the exchange rate of the functional currency into the presentation currency. Foreign exchange gains and losses with significant influence are as follows:

Functional
currency
NTD

CNY

USD

CZK

PHP
2019 2018
Functional Currency
and Presentation
Currency
Net exchange
gains and
losses
Functional Currency and
Presentation Currency
Net exchange
gains and
losses
( $ 24,868 )
(
121 )
(
24,311 )

($ 49,300)
1.0000 (NTD:NTD)

4.3050 (CNY:NTD)
30.0325 (USD:NTD)

1.3249 (CZK:NTD)
0.5847 (PHP:NTD)


(
(
(
$ 2,389

1,145


7,030 )
992

528)
$ 3,032)
1.0000 (NTD:NTD)
4.4720 (RMB: New Taiwan
Dollar)
30.6922 (USD:NTD)
$ 24,868 )

121 )

24,311 )
$ 49,300)

XLII. Other disclosures

Information on (I) Significant Transactions and (II) Investees:

  1. Financings provided (Attachment 1)

  2. Endorsements/guarantees provided to others (Attachment 2)

  3. Marketable securities held at the end of year (excluding investments in subsidiaries, affiliates and interest in joint ventures) (None)

208

  1. Accumulated purchase or disposal of individual marketable securities equal to or in excess of NT$300 million or 20% of paid-in capital (None)

  2. Acquisition of real estate at cost in excess of NT$300 million or 20% of paid-in capital (Attachment 3)

  3. Disposal of real estate at cost in excess of NT$300 million or 20% of paid-in capital (None)

  4. Purchases or sales to related parties of at least NT$100 million or 20% of paid-in capital (Attachment 4)

  5. Accounts receivable from related parties equal to or in excess of NT$100 million or 20% of paid-in capital (Attachment 5)

  6. ngage in derivative transactions (Notes 7 and 35)

  7. Others: Business relationships, important transactions and the amounts between parent company and subsidiaries (Attachment 6)

  8. Information on investees (Attachment 7)

  9. (III) Information on investments in China:

  10. Information on any investee company in China; disclose the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, investment gain or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in China. (Attachment 8)

  11. Significant transactions with investee companies in China, either directly or indirectly through a third region, and their prices, payment terms, and unrealized gains or losses. (Attachment 8)

    • (1) Purchase amount and percentage, and the ending balance and percentage of payables.

    • (2) Sales amount and percentage, and the ending balance and percentage of payments receivables.

    • (3) Property transaction amount and the resulting gain or loss.

    • (4) Ending balance of endorsement, guarantee or collateral provided and purposes.

    • (5) The maximum balance, ending balance, interest rate range and total amount of interest of financing for the current year.

    • (6) Other transactions having a significant influence on profit or loss or financial status of the current year, such as providing or receiving services.

XLIII.

Department information

The information is provided to the main decision-maker to allocate resources and assess the performance of each department and focus on each type of product or service delivered or provided. information on the Group’s reporting departments is presented as follows:

Taiwan R&D Department

China manufacturing department

Others

Department revenues and the results of operations

(I) The income and results of ongoing operations of the combined Company based on the reporting departments are analyzed as follows:

209

2019

2019
Revenue from external customers

Intercompany revenue

Department Revenue

Interest income

Other company's income
Finance costs
Depreciation and amortization
are of gains (losses) of affiliates accounted
for using equity method
Income tax expenses (benefits)
Departments gain (loss)

Departments assets

Departments liabilities
Taiwan R&D
Department
China
manufacturing
department
Others Intercompany
netting
Total






$ 303,453
113,158

$ 416,611

$ 310
198
7,547
-
7,290
$ 22,332

$ 375,493

$ 162,469










$ 3,130,947

74,382

$ 3,205,329

$ 3,116


53,559

218,373

23,262

43,327
$ 298,962

$ 4,182,487

$ 2,165,195






$ 1,608,257
353

$ 1,608,610

$ 23,573
24,259
31,277
588,282
23,902
$ 552,268

$ 7,648,851

$ 2,590,146
$ -

(
187,893)

($ 187,893)

( $ 19,097 )


(
19,097 )

-
(
611,223 )

($ 611,223)

($ 5,980,824)

($ 662,296)










$ 5,042,657
-
5,042,657

7,902
7,130
$ 5,057,689
$ 58,919
257,197

321
74,519
$ 262,339
$ 6,226,007
$ 4,255,514

2018

2018
Revenue from external customers

Intercompany revenue

Department Revenue

Interest income

Other company's income
Finance costs
Depreciation and amortization
are of gains (losses) of affiliates accounted
for using equity method
Income tax expenses (benefits)
Departments gain (loss)

Departments assets

Departments liabilities
Taiwan R&D
Department
China
manufacturing
department
Others Intercompany
netting
Total






$ 217,550
68,037

$ 285,587

$ 904
-
2,617
-
5,675
$ 24,347

$ 259,714

$ 94,438










$ 3,812,697

67,081

$ 3,879,778

$ 3,995


48,472

155,256

269,645

81,109
$ 480,684

$ 4,509,044

$ 2,736,247






$ 2,012,843

302

$ 2,013,145

$ 29,363
21,164
8,820
872,496
49,977
$ 1,027,881

$ 6,516,371

$ 1,808,738
$ -

(
135,420)

($ 135,420)

( $ 23,994 )


(
23,994 )

-
( 1,127,508 )

-
($ 1,127,509)

($ 5,886,702)

($ 1,115,100)










$ 6,043,090

-
6,043,090

10,268

16,031
$ 6,069,389
$ 45,642
166,693

14,633
136,761
$ 405,403
$ 5,398,427
$ 3,524,323

Interdepartmental sales are based on market prices.

Departmental benefits refer to the profits earned by each department, including the allocated share of headquarter management costs and directors' remuneration, share of gain or loss of affiliates using the equity method, rental income, interest income, disposal of real estate, plant and equipment gains or losses, disposal of investment gains or losses, net gain (loss) from foreign currency exchange, gains or losses from financial instrument valuations, financial costs and income tax expenses. The assessment is provided to the main decision- maker to allocate resources to departments and assess their performance. (II) Revenue from major products and services

The analysis of profits from the main products and services of the combined company's continuing business units is as follows:

Computer, communication and
consumer electronics
automobile
Construction materials
Toolings and others
2019
$ 2,845,323
1,749,079
76,140
372,115
2018




$ 3,871,686
1,705,041
76,076
390,287

210

$ 5,042,657 $ 6,043,090

(III) Regional information

The combined company mainly operates in two areas - Taiwan and China.

Revenue of the combined company's continuing operations from external customers classified by the location of the business and the non-current assets is listed as follows:

Revenue from external

Revenue from external Revenue from external
Asia

America
Europe

customers

2019
2018

$ 4,562,467 $ 5,689,541

289,472
164,330
190,718

189,219

$ 5,042,657
$ 6,043,090
NON-CURRENT ASSETS
2019
$ 4,562,467

289,472
190,718

$ 5,042,657
Dec. 31,2019
$ 2,260,969

-

-

$ 2,260,969
Dec. 31,2018












$ 1,572,466

-
-
$ 1,572,466

Non-current assets do not include deferred income tax assets. (IV) Information of main customer

The annual revenues of 2019 and 2018 are NT$5,042,657 thousand and NT$6,043,090 thousand, the revenue from single customers of the company reaching more than 10% of the total revenue of the combined company are as follows:

company are as follows:
Customer F (Note)
Customer G (Note)
2019
$ 1,132,423
938,320
$ 2,070,743
2018




$ 1,468,721
1,859,819
$ 3,328,540

Note: This is revenue from electronics categories.

211

Lemtech Holdings Co., Limited and subsidiaries Loans extended to others 2019

Unit: Unless Specified Otherwise , NTD thousands.

Attachment 1

No.
(Note
1)
Lending company
Borrower
General
ledger
account
Related
party
or not
Maximum
Balance for the
Period
Ending balance
(Note 2)
Actual
Expenditure
Interest
range
Nature of
loan
Business
transaction
amount
Reason for
short-term
financing
Allowance for
bad debts
recognized
Collateral Collateral Limit on loans
granted to a single
party
(Note 3)
Total limit
amount of
loans
(Note 3)
Notes
Name Value
0
0
0
1
1
1
1
2
3
4
Lemtech Holdings
Co., Limited
Lemtech Holdings
Co., Limited
Lemtech Holdings
Co., Limited
Lemtech Global
Solution Co. Ltd.
Lemtech Global
Solution Co. Ltd.
Lemtech Global
Solution Co. Ltd.
Lemtech Global
Solution Co. Ltd.
LDC Precision
Engineering Co.,
Ltd.
Lemtech Precision
Material
Lemtech
Technology
Limited

Lemtech Precision
Material

Lemtech
Technology Limited

Zhenjiang Emtron
Surface Treatment
Limited
Lemtech Precision
Material
Lemtech
Technology Limited
Zhenjiang
Yelianchuang
Surface Treatment
Technology Co.,
Ltd.
Lemtech Industrial
Services Ltd
Lemtech
Technology Limited

Zhenjiang
Yelianchuang
Surface Treatment
Technology Co.,
Ltd.
Lemtech Industrial
Services Ltd
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
$ 252,800
252,800
47,085
535,774
31,600
18,960
24,400
15,410
95,436
3,106
$ -
-
44,970
202,335
-
17,988
23,984
-
94,710
-
$ -

-
26,982

202,335

-

17,988

23,984

-

73,185

-
6.00%
4.50%
3%-4%
3.00%
3.00%
3.80%
4.00%
3.20%
5.00%
4.00%
Necessity of
short-term
financing
Necessity of
short-term
financing
Necessity of
short-term
financing
Necessity of
short-term
financing
Necessity of
short-term
financing
Necessity of
short-term
financing
Necessity of
short-term
financing
Necessity of
short-term
financing
Necessity of
short-term
financing
Necessity of
short-term
financing
$ -
-
-
-
-
-
-
-
-
-
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
Operating
capital
$ -
-
-
-
-
-
-
-
-
-









$ -
-
-
-
-
-
-
-
-
-
$ 781,328

781,328

781,328

957,428

957,428

957,428

957,428

76,485

776,837

170,810
$ 781,328
781,328
781,328
957,428
957,428
957,428
957,428
76,485
776,837
170,810









Note 1: Explanations for the numbering column are as follows:

(1) The issuer is coded 0.

(2) Investees are numbered consecutively from 1 in the order presented in the attachment above.

Note 2: If a public company extend loans by submitting each loan for the board resolution in accordance with Article 14 (1) of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies, although the drawdown had not been made, the amount resolved by the board shall be included in the balance announced in order to disclose the risks borne; however, if subsequently the amount is repaid, the balance after repayment shall be disclosed to reflect the adjustment of risk. If a publicly company authorized the chairman of the board of directors to extend loans in installments or to make a revolving credit line within a certain amount and within a period of one year in accordance with Article 14 (2) of the regulation, the loan limit resolved by the board shall be the reported balance. Although the amount may subsequently be repaid, considering the that further installments may be made, the loan limit resolved by the board shall still be the reported balance.

Note 3: (1) The loan limit to others is approved by the shareholders' meeting of Lemtech Holdings Co., Limited in accordance with the Operational Procedures for Loaning Funds to Others: For loans extended to companies with business ties, 1. the loan limit shall not exceed 20% of the company's net worth; amount of individual loans shall not exceed the total amount of trading between the parties in the most recent year. The amount of trading means the sales or purchasing amount between the parties, whichever is higher. 2. Where the extension of loans for companies with short-term financing needs is necessary, the total amount of loan extended shall not exceed 40% of the company's net value; the amount extended for each individual loans shall not exceed 40% of the company's net value. (2) According to the above regulations, the maximum value of short-term financing extended by Lemtech Holdings Co., Limited out of necessity is net value of NT$1,953,321 thousand x 40% = NT$781,328 thousand; the limit for a single entity is NT$1,953,321 thousand x 40% = NT$781,328 thousand.

(3) According to the above regulations, the maximum value of short-term financing extended by Lemtech Global Solution Co. Ltd. out of necessity is net value of NT$2,393,571 thousand x 40% = NT$957,428 thousand; the limit for a single entity is NT$2,393,571 thousand x 40% = NT$957,428 thousand.

  • (4) In accordance with the above regulations. According to the above regulations, the maximum value of short-term financing extended by LDC Precision Engineering Co., Ltd. out of necessity is net value of NT$191,213 thousand x 40% = NT$76,485 thousand; the limit for a single entity is NT$191,213 thousand x 40% = NT$76,485 thousand.

  • (5) In accordance with the above regulations. According to the above regulations, the maximum value of short-term financing extended by Lemtech Precision Material (China) Co., Ltd (China) out of necessity is net value of NT$1,942,092 thousand x 40% = NT$776,837 thousand; the limit for a single entity is NT$1,942,092 thousand x 40% = NT$776,837 thousand.

212

  • (6) In accordance with the above regulations. According to the above regulations, the maximum value of short-term financing extended by Lemtech Technology Limited out of necessity is net value of NT$427,024 thousand x 40% = NT$170,810 thousand; the limit for a single entity is NT$427,024 thousand x 40% = NT$170,810 thousand.

213

Lemtech Holdings Co., Limited and subsidiaries Endorsement/guarantee provided for others 2019

Attachment 2

Unit: NTD thousands

No.
(Note
1)
Endorsement/guara
ntee provider name
Subject of
endorsements/guarantees
Subject of
endorsements/guarantees
Limit on
endorsement
s/guarantee
s provided
for a single
party
Maximum
balance for
this period
Endorsement
and guarantee
closing balance
Actual
expenditure
Amount of
endorsement/gua
rantee
collateralized by
properties
Accumulated
endorsements and
guarantees amount to net
worth stated the most
recent financial statement
%
Maximum
endorsement
/guarantee
amount
allowable
Guarantee
provided by
parent
company to a
subsidiary
Guarantee
provided
by a
subsidiary
Guarantee
provided
to
subsidiari
es in
China
Name RELATIONS
(Note 2)
0
0
0
0
1
Lemtech Holdings
Co., Limited
Lemtech Holdings
Co., Limited
Lemtech Holdings
Co., Limited
Lemtech Holdings
Co., Limited
Lemtech Technology
Limited
Kunshan
Lemtech Slide
Technology Co.,
Ltd.
Lemtech
Precision
Material (Czech)
s.r.o.
Lemtech
Technology
Limited
Lemtech
Precision
Material
Lemtech
Holdings Co.,
Limited
2

2
2
2
3
$ 2,343,985
2,343,985
2,343,985
2,343,985
512,429
$ 31,600

117,810

808,250

376,680

156,950
$ 29,980

114,206

314,790

359,760

149,900
$ 29,980
114,206
187,045
149,900
149,900
$ -

-

-

-

-
1.53%
5.85%
16.12%
18.42%
35.10%
$ 5,859,963
5,859,963
5,859,963
5,859,963
1,281,072

Yes

Yes

Yes

Yes

No
No
No
No
No
Yes
Yes
No
No
Yes
No
  • Note 1: Explanations for the numbering column are as follows:

  • (1) The issuer is coded 0.

  • (2) Investees are numbered consecutively from 1 in the order presented in the attachment above.

  • Note 2: Listed below are the 6 types of companies to which the company may provide endorsement/guarantee:

  • (1) A company that has business transactions with the Company.

  • (2) Companies in which the Company directly and indirectly holds more than 50 percent of the voting shares.

  • (3) Companies that directly and indirectly holds more than 50 percent of the voting shares in the Company.

  • (4) Companies in which the Company holds, directly or indirectly, 90% or more of the voting shares.

  • (5) A company fulfills its contractual obligations by providing mutual endorsement/guarantee for another company in the same industry or for joint builders for purposes of undertaking a construction project.

  • (6) All capital contributing shareholders make endorsement/guarantee for their jointly invested company in proportion to their shareholding percentages.

  • (7) Companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other.

  • Note 3: (1) The endorsement/guarantee limit is determined by Lemtech Global Solution Co. Ltd. in accordance with Articles 36 and 38 of the Securities and Exchange Act and Operational Procedures for Endorsements/Guarantees resolved by the shareholders' meeting: the total amount of endorsement/guarantee provided by Lemtech Global Solution Co. Ltd. shall not exceed 300% of the net worth of the current period. The endorsement/guarantee provided to a single entity shall not exceed 120% of the net worth of the current period. If the endorsement is guaranteed by the business relationship, the amount of endorsement shall not exceed the total amount of transactions with the company in the most recent year (the number of goods purchased or sold between the two parties, whichever is higher). The net worth shall be based on the most current financial statements audited or reviewed by the certified public accountants. Endorsements and guarantees not exceeding 10 percent of this company's net worth may be made between companies in which the company directly and indirectly holds 90% voting interest. However, endorsements and guarantees made between companies in which the company directly and indirectly holds 100% voting interest shall not be subject to the above restriction.

  • (2) According to the above regulations, the maximum limit for guarantee for endorsement by Liande Holding Co., Ltd. is 1,953,321 (KRW) x 300% = 5,859,963 (KRW); the limit for endorsement guarantee for a single enterprise is 1,953,321 (KRW) × 120% = 2,343,985 (unit).

  • (3) According to the above provisions, the maximum limit for Lemtech Technology Limited's external endorsement guarantee is 427,024 (RMB) x 300% = 1,281,072 (RMB); the limit for endorsement guarantee for a single enterprise is 427,024 (RMB) x 120% = 512,429 (RMB).

214

Lemtech Holdings Co., Limited and subsidiaries Acquisition of real estate at cost exceeding of NT$300 million or 20% of paid-in capital 2019

Attachment 3

Unit: unless otherwise stated , NTD thousands.

Company
that
acquired the
real estate

Name of
the real
estate
Date of
occurrence

Transaction
amount
Payment
status
Counterpart
y
RELATIONS Prior Transaction Whose Counterparty Was
a Related Party
Prior Transaction Whose Counterparty Was
a Related Party
Prior Transaction Whose Counterparty Was
a Related Party
Prior Transaction Whose Counterparty Was
a Related Party
Basis of Reference for Price
Determination
Purpose of
acquisition and
usage
Other
commitments
Owner Relationship
with the
issuer
Date of
transferal
Amount
Lemtech
Holdings
Co., Limited

Land
2018/11/0
9
$ 488,434 $ 488,434 Note 4 None N/A - - $ - Refer to market price of
and professional appraisal
report on the nearby real
estate
Operation and
production needs
None

Note 1: If the asset acquired is required to be appraised, the appraisal result shall be indicated on the column titled "Basis of Reference for Price Determination."

  • Note 2: paid-in capital refers to the paid-in capital of the parent company. In the case that shares were issued with no par value or a par value other than NT$10 per share, the regulation regarding 20% of paid-in capital shall be replaced by 10% of equity attributable to owners of the parent in the calculation.

  • Note 3: Date of occurrence means the contracting date for the transaction, payment date, consignment trade date, transfer date, resolution date of the board of directors, or other dates on which the transaction party and amount can be ascertained, whichever is earlier.

Note 4: Disclosure may be exempted where the counterparty to the transaction is a natural person and is not a related party to the company.

215

Lemtech Holdings Co., Limited Amount of purchases from and sales to related parties reaching NT$100 million or 20% of its paid-in capital 2019

Attachment 4

Unit: unless otherwise stated , NTD thousands.

Name of company
selling or
purchasing
Counterparty RELATIONS Transaction details Transaction details Situation and reason of why trading
conditions are different fromgeneral trading
Situation and reason of why trading
conditions are different fromgeneral trading
Accounts and notes receivable
(payable)
Accounts and notes receivable
(payable)
Notes
Purchase/sal
e
Sum % to total
purchase
(sale)
Loan period
Unit price
Loan period Balance % to total accounts
receivable
(payment)
Lemtech Precision
Material
LDC Precision
Engineering Co.,
Ltd.
Lemtech
Technology
Limited
Lemtech
Technology
Limited
Subsidiaries
Parent
company
Sales
Sales
$ 159,226
98,936
4.84%
24.76%
90 days
60 days
According to the
company's pricing policy
for transfers
According to the
company's transfer pricing
policy system
-
-
Accounts
receivable
$ 111,164
Accounts
receivable
26,883
9.51%
19.73%

216

Lemtech Holdings Co., Limited and subsidiaries Accounts receivable from related parties reaching NT$100 million or 20% of its paid-in capital 2019

2019
Attachment 5 Unit: NTD thousands
Name of company with
accounts receivable on account
Name of the counterparty RELATIONS
Balance of
receivables from
relatedparties
Turnover
rate
Overdue receivables from related
parties
Amounts received from
related parties in subsequent
period
Allowance for bad
debts recognized
Sum Action taken
Lemtech Global Solution Co.
Ltd.
Lemtech Precision Material
Lemtech Precision Material u
Lemtech Technology
Limited
u
bsidiaries
bsidiaries
Other receivables
$ 205,286
Accounts receivable
111,164
Note 2
1.18
$ -
-

$ 203,096
84,224
$ -
-

Note 1: Write-offs for long-term equity investments consolidated from individual entities, adopting the equity method, have been adjusted. Note 2: Categorized as other receivables, thus turnover rate is not calculated.

217

Unit: NTD thousands

Lemtech Holdings Co., Limited and subsidiaries Business relations between parent company and subsidiaries and material transactions 2019

Attachment 6

No.
Name of the trader
Name of the transaction counterparty Relationship with
counterparty
(Note)
Conditions of transactions Conditions of transactions Conditions of transactions Conditions of transactions
Account Amount (NTD
thousands)

Terms of
transaction
% to total
consolidated revenue
or total assets
0
0
1
1
1
2
2
2
3
3
3
3
3
3
3
3
4
4
5
5
Lemtech Holdings Co., Limited
Lemtech Holdings Co., Limited
Zhenjiang Emtron Surface Treatment
Limited
Zhenjiang Emtron Surface Treatment
Limited
Zhenjiang Emtron Surface Treatment
Limited
Lemtech Global Solution Co. Ltd.
Lemtech Global Solution Co. Ltd.
Lemtech Global Solution Co. Ltd.
Lemtech Precision Material
Lemtech Precision Material
Lemtech Precision Material
Lemtech Precision Material
Lemtech Precision Material
Lemtech Precision Material
Lemtech Precision Material
Lemtech Precision Material
Lemtech Technology Limited
Lemtech Technology Limited
Lemtech Industrial Services Ltd
Lemtech Industrial Services Ltd
Zhenjiang Emtron Surface Treatment Limited
Lemtech Philippine Thermal System Inc.
Lemtech Global Solution Co. Ltd.
Lemtech Precision Material
Lemtech Precision Material
Lemtech Precision Material
Lemtech Precision Material
Lemtech Industrial Services Ltd
Lemtech Precision Material (Czech) s.r.o.
Lemtech Technology Limited
Lemtech Technology Limited
Lemtech Technology Limited
Lemtech Technology Limited
Lemtech Philippine Thermal System Inc.
Lemtech Philippine Thermal System Inc.
Kunshan Lemtech Electronics Technology Co.,
Ltd.
Kunshan Lemtech Slide Technology Co., Ltd.
Kunshan Lemtech Slide Technology Co., Ltd.
Kunshan Lemtech Slide Technology Co., Ltd.
Kunshan Lemtech Slide Technology Co., Ltd.
1
1
3
3
3
1
1
3
1
1
1
1
1
3
3
3
3
3
1
1
Other receivables (payables)
Other receivables (payables)
Other payables (receivables)
Other payables (receivables)
Sales revenue (purchase)
Other receivables (payables)
Interest revenue (expense)
Other receivables (payables)
Accounts receivable
(payables)
Accounts receivable
(payment)
Accounts payable
(receivable)
Sales revenue (purchase)
Purchases (sales revenue)
Accounts receivable
(payables)
Sales revenue (purchase)
Other receivables (payables)
Purchases (sales revenue)
Accounts payable
(receivable)
Accounts payable
(receivable)
Purchases (sales revenue)

$ 27,412

26,971

18,108

74,853
13,240

205,286
16,509

24,154
17,768
111,164
23,936
159,226
25,402
22,318
22,971

32,248
67,216
16,153
12,165
54,839
General Terms of
Transaction
General Terms of
Transaction
General Terms of
Transaction
General Terms of
Transaction
General Terms of
Transaction
General Terms of
Transaction
General Terms of
Transaction
General Terms of
Transaction
General Terms of
Transaction
General Terms of
Transaction
General Terms of
Transaction
General Terms of
Transaction
General Terms of
Transaction
General Terms of
Transaction
General Terms of
Transaction
General Terms of
Transaction
General Terms of
Transaction
General Terms of
Transaction
General Terms of
Transaction
General Terms of
0.44%
0.43%
0.29%
1.20%
0.26%
3.30%
0.33%
0.39%
0.29%
1.79%
0.38%
3.16%
0.50%
0.36%
0.46%
0.52%
1.33%
0.26%
0.20%

1.09%

218

No.
Name of the trader
Name of the transaction counterparty Relationship with
counterparty
(Note)
Conditions of transactions
Account Amount (NTD
thousands)

Terms of
transaction
% to total
consolidated revenue
or total assets
6
6
LDC Precision Engineering Co., Ltd.
LDC Precision Engineering Co., Ltd.
Lemtech Technology Limited
Lemtech Technology Limited
3
3
Sales revenue (purchase)
Accounts receivable
(payables)
98,936
26,833
Transaction
General Terms of
Transaction
General Terms of
Transaction
1.96%
0.43%
  • Note 1: The information on business dealings between the parent company and subsidiaries should be numbered in the "Code" column with the following coding method: 1 Parent company will be coded "0".

  • The subsidiaries are coded from "1" in the order presented in the table above.

  • Note 2: The transaction relationships with the counterparties are as follows. Please specify the type (the same transaction shall not be disclosed repetitively for transaction between the parent company and the subsidiaries or between the subsidiaries. For example, if the parent company has already disclosed its transaction with a subsidiary, the subsidiary does not need to disclose the information again; for transactions between two subsidiaries, if one of the subsidiaries has disclosed the transaction, the other one does not need to disclose it again.) 1. Parent company to subsidiary.

  • Subsidiary to parent company.

  • Between subsidiaries.

  • Note 3: For calculations of ratio of the transaction amount accounts to consolidated total revenue or total assets, where the item is either an asset or a liability, the ratio of the ending balance to the consolidated total assets shall be calculated; where the item is either a gain or a loss, the ratio of the aggregated amount at the end of the period to the consolidated total revenue shall be calculated.

Note 4: Because there are no similar transactions to follow, the terms and conditions of the transaction are negotiated between the two parties based on actual operation needs. Note 5: The above transactions have been offset in the consolidated statements.

Note 6: whether to list the material transactions situation in this attachment shall be determined by the company with the materiality principle.

219

Unit: NTD thousands

Lemtech Holdings Co., Limited and subsidiaries Name of investee, location, etc. 2019

Attachment 7

Investor company Name of investees Location Principal business activities Original investment amount Original investment amount Balance at the end of theperiod Balance at the end of theperiod Balance at the end of theperiod Net gain or
loss of the
investee
Recognized
investment
gain/loss of the
currentperiod
Notes
End of the
period
End of last year Number
of shares
Ratio %
Carrying
amount
The company
The company
The company
Lemtech Cooling
System Limited
Lemtech Cooling
System Limited
Lemtech Precision
Material
Lemtech Precision
Material
Lemtech Precision
Material
Lemtech
Technology Limited
Lemtech
Technology Limited
Lemtech
Technology Limited
Lemtech Global
Solution Co. Ltd.
Controllable
Lemtech Global Solution Co.
Ltd.
Lemtech Cooling System
Limited
Lemtech Industrial Services
Ltd
Lemtech Energy Solutions
Corporation (formerly
Lemtech Cryomax System
Corp.)
Lemtech Philippine Thermal
System Inc.
Lemtech Technology Limited
LDC Precision Engineering
Co., Ltd.
Lemtech Precision Material
(Czech) s.r.o.
Lemtech USA Inc.
Lemtech Industrial Services
Ltd
With significant influence
Aapico Lemtech Co., Ltd.
Lemtech Energy Solutions
Corporation (formerly
Lemtech Cryomax System
Corp.)
Republic of
Mauritius
Hong Kong
Independent
State of Samoa
Taiwan
Republic of the
Philippines
Hong Kong
Taiwan
Czech
Republic
United States
of America
Independent
State of Samoa
Thailand
Taiwan
General investment
General investment
Sales of electronics and computer peripheral
components
Manufacture and wholesale of machinery and
equipment, molds, electrical and audio-visual
electronic products, other electrical and electronic
machinery, automobiles and their parts, and other
optical and precision equipment

Manufacturing, purchasing, sales, distribution,
wholesale sales, and precision metal stamping
tools, customized metal hinges, cooling modules,
slides, mechanical components and other related
items
Sales of automotive, electronics and computer
peripheral parts
Manufacture and wholesale of electrical appliances,
audio-visual electronic products, other electrical
and electronic machinery, automobiles and
automotive parts, other optical and precision
machinery
Manufacture of automotive parts (sunroof, brakes,
seat belts, airbags, etc.) and assemblies (drive shafts
for steering wheel, etc.), supply of consumer
electronics parts and server product
U.S. business development, business information
collection, provision of market intelligence and
industry information
Sales of electronics and computer peripheral
components
R & D, production, manufacturing and assembly of
automotive, electronics and computer peripheral
parts
Manufacture and wholesale of machinery and
equipment, molds, electrical and audio-visual
electronic products, other electrical and electronic
machinery, automobiles and their parts, and other
optical andprecision equipment
$ 112,397
154,220
6,583
30,000
6,100
597
9,524
195,984
1,502
-
16,452
-
$ 112,397

-

-

-

-

597

9,524

195,984

1,502

46,792

16,452

3,650
2,500,000
7,000,000
1,425,000
3,000,000
11,000,000

-

-

-

-

-

160,000

-

100

100

57

100

100

100

100

100

100

-

40

-
$ 2,393,571
136,599
32,006
26,053
(
4,536
427,024
191,213
99,453
724
-
32,923
-
$ 295,297
(
12,760

19,869
(
5,814
(
11,088

25,156

25,936
(
27,406

653

19,868

4,021
(
5,814
$ 295,297
(
12,760 )

11,328
(
3,580 )
(
11,088 )

25,156

25,936
(
27,406 )

653
(
3 )

1,420
(
1,099 )
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Third-tier
subsidiary
Third-tier
subsidiary
Third-tier
subsidiary
Third-tier
subsidiary
Third-tier
subsidiary
Investees
recognized
under the equity
method
Investees
recognized
under the equity
method

Note 1: Please refer to Attachment 8 for information on investee in China.

220

Lemtech Holdings Co., Limited and subsidiaries Information on investments in China

2019

Attachment 8 Unit: NTD thousands / foreign currency thousnads

  1. For investments in China, disclose the name of the investee, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, shareholding ratio, gain or loss for the period, carrying amount of the investment, repatriated investment gains:
Investee
Company
Principal business activities Actual paid-in
capital
Method of
investment
Beginning balance
of accumulated
outflow of
investment from
Taiwan
Remittance or
recovery of
investment amount
in the currentperiod
Remittance or
recovery of
investment amount
in the currentperiod
Ending balance of
accumulated
outflow of
investment from
Taiwan
Net gain or loss
of the investee
The company's
percentage of
ownership
directly or
indirectly%
Investment gains
(losses)
recognized in the
current period
Carrying
amount of
investment
Investment revenue
transferred back to
Taiwan as of the end of
the period
Outflow Inflow
Zhenjiang
Emtron
Surface
Treatment
Limited
Lemtech
Precision
Material
Lemtech
Precision
Material
Kunshan
Lemtech
Slide
Technology
Co., Ltd.
Kunshan
Lemtech
Electronics
Technology
Co., Ltd.
Surface treatment of
mechanical, electronic and
automotive components
Production and design of
various types of fine blanking
die, non-metal die-casting
toolings, computer
connectors, computer cooling
modules and other new
electronic plug-ins, sales of
self-produced products, etc.
Production and design of
various types of fine blanking
die, non-metal die-casting
toolings, computer
connectors, computer cooling
modules and other new
electronic plug-ins, sales of
self-produced products, etc.
Design and production of
slide rails, shafts and related
accessories, and sales of
self-produced products, etc.
R & D, manufacturing, and
sales of self-produced
electronic components, special
electronic materials, and
cooling modules; engaged in
the production of the same
products of the parent
company and the wholesale,
import and export of raw
materials and mechanical
equipment used by the parent
company
$ 65,043
( RMB
14,352 )
273,372
( RMB
63,000 )
273,372
( RMB
63,000 )
69,758
( RMB
15,000 )

60,990
( RMB
14,060 )
83.33% equity held
by Lemtech
Holdings Co.,
Limited
99.8% equity held
by Lemtech Global
Solution Co. Ltd.
0.2% equity held by
Lemtech Holdings
Co., Limited
100% invested by
Lemtech Industrial
Services Ltd.
100% owned by
Lemtech Cooling
System Limited
$ -
-

-
-
-
$ $ $ -
-
-
-
-
( $ 28,899 )
309,736
309,736
18,446
(
77 )

83.33%
99.8%
0.2%
100%

100%
( $ 22,810 )
(Note)
309,117
(Note)
619
(Note)
18,446
(Note)
(
77 )
(Note)
$ 43,218
1,938,208
3,884
48,158
60,451
$ -

-

-

-

-

Note: The investment gain (loss) is recognized in accordance with the parent company's financial statements for the same period audited by a certified public accountant.

  1. Limit on the amount of investment in China

221

Accumulated investment remitted from Taiwan to
China at the end of the period
Investment amount approved by the Investment
Commission of the Ministry of Economic Affairs
(MOEA)
Upper limit on the amount of investment in China
authorized by MOEAIC
$ - Not applicable Not applicable
  1. Significant transactions with the investees in China directly or indirectly through businesses in a third region: Attachment 6.

  2. Endorsements, guarantees or provision of collateral directly or indirectly between the company and the investees in China through business in a third region: Attachment 2. 5. Financing extended directly or indirectly between the company and the investees in China through business in a third region: Attachment 1. 6. Other transactions that have significant influence on the profits and losses or financial status of the current period: none.

222