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Lemtech-KY Audit Report / Information 2020

Nov 16, 2020

52435_rns_2020-11-16_7903f807-d9d2-4a9c-a95d-cecc2a6e95ac.pdf

Audit Report / Information

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Stock code: 4912

Lemtech Holdings Co., Limited and its subsidiaries

Consolidated Financial Report and Independent Auditors' Report For the Years Ended December 31, 2020 and 2019

Address: Suite 102, Cannon Place, P.O. Box 712, North Sound Rd., Grand Cayman, KY1-9006 Cayman Islands Phone: (+886) 2-8684-1618

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 interpretationof the English and Chinese language independent auditors' report and consolidated financial statements, the Chinese version shall prevail.

Independent Auditors' Report

Lemtech Holdings Co., Limited public notice:

Audit opinion

Lemtech Holdings Co., Limited (Lemtech Holding Group) and its subsidiaries' Consolidated Balance Sheets as of December 31, 2020 and 2019, in addition to the Consolidated Statement of Comprehensive Income, Consolidated Statement of Changes in Equity, Consolidated Statements of Cash Flows, and Notes for Consolidated Financial Statement (including a summary of significant accounting policies) from January 1 to December 31, 2020 and 2019, have been audited by the CPAs.

In our opinion, the consolidated financial statements mentioned above have been prepared in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers," as well as the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), law and regulation reviews and their announcements recognized and announced by the Financial Supervisory Commission in all material aspects, and are considered to have reasonably expressed the consolidated financial conditions of Lemtech Holding Group and its subsidiaries as of December 31, 2020 and 2019, as well as the consolidated financial performance and consolidated cash flows from January 1 to December 31, 2020 and 2019.

Basis for Auditor's Opinions

We conducted review work in accordance with the "Rules Governing Auditing and Certification of Financial Statements by Certified Public Accountants" and generally accepted auditing standards in 2020. Besides, in accordance with the "Rules Governing Auditing and Certification of Financial Statements by Certified Public Accountants," and No. 1090360805 Letter issued by the Financial Supervision and Administration Commission on February 25, 2020, and generally accepted auditing standards, we implemented the review work in 2019. 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.

1

Key Audit Matters

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

Key audit matters for the consolidated financial statements of Lemtech Holding Group and its subsidiaries for the year ended December 31, 2020 are stated as follows:

Key Audit Matters: Revenue recognition authenticity of partial specific customer

The revenue of Lemtech Holding Group 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 certain conditions was listed as a key audit matter. For details of the revenue recognition policy, please refer to Note 4 and 25 of the consolidated financial report.

In addition to testing related internal control, our major audit procedures executed on the key audit matter are as follows.

  1. Sampling check the details of sales revenue transactions of specific customer groups and the corresponding sales orders, bills of offset and receipts to confirm that sales transactions have actually occurred.

  2. Confirm the authenticity of the foregoing transactions after the implementation of the balance sheet date that whether there is a major sales return and discount test and whether the return discount is reasonable.

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.

2

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.

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

  4. 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.

  5. 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.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of

3

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

Deloitte & Touche Taipei, Taiwan (Republic of China) March 31, 2021

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.

4

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) Lemtech Holdings Co., Limited and its subsidiaries Consolidated Balance Sheet December 31, 2020 and 2019

December 31, 2020 and 2019 2019 2019 2019 2019 2019
Code

1100
1110
1136
1150
1170
1197
1200
1220
130X
1410
1470
11XX

1510
1550
1600
1755
1805
1821
1840
194D
1915
1920
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 (Note 6 and 33)
Financial assets at fair value through profit or loss - Current (Note 7 and 33)
Financial assets at amortized cost - Current (Note 8, 9, 33, and 35)
Note receivables (Note 10, 25, and 33)
Account receivables (Note 10, 25, 33, and 34)
Finance lease receivables (Note 11 and 33)
Other receivables (Note 10 and 33)
Current tax assets (Note 27)
Inventory (Note 12)
Prepayments (Note 19)
Other current assets (Note 19)
Total Current Assets
Non-current assets
Financial assets at fair value through profit or loss - Non-current (Note 7 and 33)
Investment using equity method (Note 14)
Real estate, plant, and equipment (Note 15, 31, and 35)
Right-of-use assets (Note 16)
Goodwill (Note 17)
Other intangible assets (Note 18)
Deferred tax assets (Note 27)
Finance lease receivables - Non-current (Note 11 and 33)
Prepayments for equipment (Note 19)
Refundable deposits (Note 19 and 33)
Total Non-current Assets
Total Assets
Liabilities and Equity
Current liabilities
Short-term borrowings (Note 20 and 33)
Contract liabilities - Current (Note 25)
Note payables (Note 22 and 33)
Account payables (Note 22 and 33)
Other payables (Note 23 and 33)
Current tax liabilities (Note 27)
Lease liabilities (Note 16, 31, and 33)
Other current liabilities (Note 23)
Total Current Liabilities
Non-current liabilities
Financial liabilities at fair value through profit or loss - Non-current (Note 7 and
33)
Bonds payables (Note 21 and 33)
Long-term borrowings (Note 20, 33 and 35)
Deferred tax liabilities (Note 27)
Lease liabilities - Non-current (Note 16, 31, and 33)
Deposited Margin (Note 33)
Total non-current liabilities
Total Liabilities
Equity attributable to owners of the company (Note 24)
Equity
Ordinary stock
Capital surplus
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
December 31, 2020 %
26
-
-
-
34
-
-
-
10
2
-
72
-
1
20
4
1
1
-
-
1
-
28
100
12
1
3
24
4
1
1
1
47
-
5
-
5
2
-
12
59
8
18
2
14
16

1)
41
-
41
100
Units:
December 31, 2019
NT$1,000
Amount
$ 1,639,999
8,788
4,141
3,537
2,203,951
5,921
16,178
13
626,344
115,293
122
4,624,287
1,224
30,758
1,260,496
257,686
82,175
40,098
13,819
8,099
64,161
8,916
1,767,432
$ 6,391,719
$ 772,658
70,142
174,106
1,566,068
280,432
52,906
54,985
46,597
3,017,894
-
346,352
-
290,743
134,661
9,467
781,223
3,799,117
505,535
1,114,494
100,707
903,900
1,004,607
(
48,667)
2,575,969
16,633
2,592,602
$ 6,391,719
Amount
$ 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
%
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
( ( ( (

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

Chairman: Hsu, Chi-Feng Manager: Hsu, Chi-Feng Accounting Supervisor: Lu, Chin-Yu

5

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

Lemtech Holdings Co., Limited and its subsidiaries Consolidated Statement of Comprehensive Income Jan. 1 to Dec. 31, 2020 and Jan. 1 to Dec. 31, 2019

Code
Operating revenue (Note 25
and 34)
4110
Sales
4190
Sales returns and
allowances
4000
Total operating
revenue
5000
Operating cost (Note 12 and
34)

5900
Gross profit
Operating expenses (Note 26
and 34)
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 26)
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of profit (loss) of
associates and joint
ventures accounted for
using the equity method
7000
Total non-operating
income and expenses
(Units: NT$1,000, Except Earnings Per
2020
2019
Amount
%
Amount
$ 5,508,588
101
$ 5,079,318
(
37,338)
(
1)
(
36,661)
(
5,471,250
100
5,042,657
(
4,190,903)
(
76
)(
4,011,648)
1,280,347
24
1,031,009
(
149,493) (
3)
(
168,703) (
(
326,675) (
6)
(
336,982) (
(
130,398) (
2)
(
125,768) (
11,480
-
(
5,673)
(
595,086)
(
11)
(
637,126)
685,261

13
393,883

5,196
-
7,902
18,745
-
7,130
(
27,104)
-
(
13,459)
(
38,744) (
1)
(
58,919) (
(
337)
-
321
(
42,244)
(
1)
(
57,025)
(
(Units: NT$1,000, Except Earnings Per
2020
2019
Amount
%
Amount
$ 5,508,588
101
$ 5,079,318
(
37,338)
(
1)
(
36,661)
(
5,471,250
100
5,042,657
(
4,190,903)
(
76
)(
4,011,648)
1,280,347
24
1,031,009
(
149,493) (
3)
(
168,703) (
(
326,675) (
6)
(
336,982) (
(
130,398) (
2)
(
125,768) (
11,480
-
(
5,673)
(
595,086)
(
11)
(
637,126)
685,261

13
393,883

5,196
-
7,902
18,745
-
7,130
(
27,104)
-
(
13,459)
(
38,744) (
1)
(
58,919) (
(
337)
-
321
(
42,244)
(
1)
(
57,025)
(
Share)
%
101

1)
100
(
79
)
21

3)

7)

3)
-
(
13
)
8
-
-
-

1)
-

1)

(
(
(
(
(

(Continued)

6

(Continued from previous page)

Code
7900
Net income before taxes from
continuing operations
7950
Income tax expenses (Note
27)
8200
Net profit for the 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/(loss) for the
year, net of income tax
8500
Total comprehensive income
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 28)
From continuing business
9710
Basic
9810
Diluted
2020 2020 %
12

4)
8
1
1
9
8
-
8
9
-
9
2019 2019 2019
Amount
$ 643,017
(
188,094)
454,923
20,065
20,065
$ 474,988
$ 455,845
(
922)
$ 454,923
$ 475,527
(
539)
$ 474,988
$ 9.57
$ 9.33
Amount
$ 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






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

Chairman: Hsu, Chi-Feng Manager: Hsu, Chi-Feng Accounting Supervisor: Lu, Chin-Yu

7

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) Lemtech Holdings Co., Limited and its subsidiaries Consolidated Statement of Changes in Equity Jan. 1 to Dec. 31, 2020 and Jan. 1 to Dec. 31, 2019

Units: NT$1,000

Code
A1
Balance as of January 1, 2019
Appropriation of earnings
B5
Cash dividend attributable to shareholders
B9
Stock dividend attributable to shareholders
Other changes in capital surplus
M5
Actual disposal/acquisition of partial equity of the
subsidiary
I1
Corporate bonds converted into common shares
O1
Changes in non-controlling interests
D1
2019 Net Profit
D3
2019 Other Comprehensive Income (Loss) after tax
D5
Total comprehensive income (loss) in 2019
Z1
Balance as of December 31, 2019
Appropriation of earnings
B3
Special reserve
B5
Cash dividend attributable to shareholders
Other changes in capital surplus
M7
Changes in ownership interests in subsidiaries
C5
Issuance of convertible corporate bonds with recognized
equity component
I1
Corporate bonds converted into common shares
L1
Treasury shares buyback
L3
Retirement of treasury shares
D1
2020 Net profit
D3
2020 other comprehensive profit and loss after tax
D5
2020 total comprehensive profit and loss
Z1
Balance as of December 31, 2020
Equity attributable to owners Equity attributable to owners Total
$ 1,857,623
98,853)
-
-
4,828
-
259,447
69,724)
189,723
1,953,321
-
165,647)
-
26,181
325,056
38,469)
-
455,845
19,682
475,527
$ 2,575,969
Uncontrolled
equity

$ 16,481

-

-

-

-

(
2,411)

2,892
210
3,102

17,172

-

-

-

-

-

-

-

(
922)
383
(
539)
$ 16,633
Uncontrolled
equity

$ 16,481

-

-

-

-

(
2,411)

2,892
210
3,102

17,172

-

-

-

-

-

-

-

(
922)
383
(
539)
$ 16,633
Uncontrolled
equity

$ 16,481

-

-

-

-

(
2,411)

2,892
210
3,102

17,172

-

-

-

-

-

-

-

(
922)
383
(
539)
$ 16,633
Total equity Total equity Total equity Total equity
Share capital
Number of
Shares (in
Thousands)
Amount
39,541
$ 395,411
-
-
7,908
79,082
-
-
23
227
-
-
-
-
-
-
-
-
47,472
474,720
-
-
-
-
-
-
-
-
3,586
35,865
-
-
(
505)
(
5,050)
-
-
-
-
-
-
50,553
$ 505,535
Capital surplus
$ 784,347
-
-
13,154
4,601
-
-
-
-
802,102
-
-
584
26,181
289,191
-
(
3,564)
-
-
-
$ 1,114,494
Retained earnings
Special reserve
Unappropriated
retained earnings
$ 13,500
$ 662,990
-
(
98,853)
-
(
79,082)
-
(
13,154)
-
-
-
-
-
259,447
-
-
-
259,447
13,500
731,348
87,207
(
87,207)
-
(
165,647)
-
(
584)
-
-
-
-
-
-
-
(
29,855)
-
455,845
-
-
-
455,845
$ 100,707
$ 903,900
Exchange
differences on
translation of
financial
statements of
foreign operations

$ 1,375

-

-

-

-

-

-
(
69,724)
(
69,724)

(
68,349)

-

-

-

-

-

-

-

-
19,682
19,682
($ 48,667)
Treasury stock
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
38,469)
38,469
-
-
-
$ -
Number of
Shares (in
Thousands)
39,541
-
7,908
-
23
-
-
-
-
47,472
-
-
-
-
3,586
-
(
505)
-
-
-
50,553
Special reserve
$ 13,500
-
-
-
-
-
-
-
-
13,500
87,207
-
-
-
-
-
-
-
-
-
$ 100,707

(











































































(




(





(



(




(


(
(







(










(
(

$ 1,874,104

(
98,853)

-

-

4,828

(
2,411)

262,339
(
69,514)
192,825

1,970,493

-

(
165,647)

-

26,181

325,056

(
38,469)

-

454,923
20,065
474,988
$ 2,592,602
$ 1,874,104
(
98,853)
-
-
4,828
(
2,411)
262,339
(
69,514)
192,825
(
(

1,970,493
-
165,647)
-
26,181
325,056
38,469)
-
454,923
20,065
(
474,988

$ 2,592,602

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

Chairman: Hsu, Chi-Feng Manager: Hsu, Chi-Feng Accounting Supervisor: Lu, Chin-Yu

8

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) Lemtech Holdings Co., Limited and its subsidiaries Consolidated Statement of Cash Flows Jan. 1 to Dec. 31, 2020 and Jan. 1 to Dec. 31, 2019

Units: NT$1,000

Code
Cash flows from operating activities
A10000
Net income before tax of the current year
A20010
Income Charges (Credits):
A20100
Depreciation expenses
A20200
Amortization
A20300
Expected credit (returning profits)
impairment loss
A20400
Net (profit) loss of financial assets and
liabilities measured at fair value through
profit and loss
A20900
Finance costs
A21200
Interest income
A22300
Share of profit (loss) of associates and joint
ventures accounted for using the equity
method
A22500
Gains on disposal of real estate, plant, and
equipment
A23200
Gains from disposal of investments
accounted for using equity method
A23700
Allowance for inventories
A23800
Reversal of write-downs of inventories
A24100
Net foreign currency exchange profits
A24200
Loss from redemption and reversal of
corporate bonds payables
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
2020
$ 643,017
250,630
10,960
(
11,480)
(
2,263)
38,744
(
5,196)
337
(
26,363)
-
-
(
38,291)
(
21,424)
5,961
1,147
(
115,754)
944
148,469
(
30,225)
(
9,266)
(
9,198)
99,843
50,655
31,452
1,014,624
(
29,253)
(
76,415)
908,956
2019
























$ 336,858
246,395
10,802
5,673
2,489
58,919
(
7,902)
(
321)
(
592)
(
2,163)
46,758
-
(
20,094)
-
695
162,992
1,600
132,636
(
30,935)
12,898
(
117,483)
300,761
(
47,798)
7,709
1,102,980
(
43,376)
(
40,039)
1,019,565

(Continued)

9

(Continued from previous page)

Code

Cash flows from investing activities
B00040
Acquisition of financial assets at amortized cost
B00050
Disposal of financial assets at amortized cost
B00100
Acquisition of financial assets at fair value
through profit or loss
B00200
Proceeds from sale of financial assets at fair
value through profit or loss
B01800
Acquisition of affiliates
B02200
Acquisition of net cash outflow from
subsidiaries
B02700
Purchase of real estate, plant, and equipment
B02800
Disposal of real estate, plant, and equipment
B03700
Refundable deposits paid
B04500
Purchase of intangible asset
B04600
Proceeds from disposal of intangible assets
B06100
Decreases in finance lease receivables
B07500
Interest received
BBBB
Net cash generated from/(used in)
investing activities
Cash flows from financing activities
C00200
Decrease in short-term borrowings
C01200
Proceeds from issuance of convertible bonds
C01300
Repayments of bonds
C01600
Increase in long-term borrowings
C01700
Repayment of long-term loan
C03000
Guarantee deposits received
C04020
Cash payments for the principal portion of the
lease liability
C04500
Dividend paid to shareholders
C04900
Payments for buy-back of ordinary shares
CCCC
Net cash (outflow) inflow from
fundraising activities
DDDD
Effect of exchange rate changes on cash and cash
equivalents
EEEE
Net increase in cash and cash equivalents
E00100
Cash and cash equivalents at beginning of year
E00200
Cash and cash equivalents at end of year
2020

$ -
75,295
(
52,524)
44,357
-
-
(
165,309)
526,498
(
1,884)
(
8,667)
-
6,147
4,358
428,271
(
192,654)
694,436
(
595,016)
-
(
350,000)
2,579
(
57,516)
(
118,680)
(
38,469)
(
655,320)
15,760
697,667
942,332
$ 1,639,999
2019 2019 2019 2019

($



(

(

(


(

(


(

(






(

(

(
75,594)
-
-
-
10,000)
120,534)
597,659)
34,929
3,395)
5,358)
1,626
5,130
7,165
763,690)
44,154)
-
-
350,000
-
180
50,458)
98,853)
-
156,715
20,550)
392,040
550,292
$ 942,332
(
(
(
(

The accompanying notes are an integral part of the consolidated financial report. Chairman: Hsu, Chi-Feng Manager: Hsu, Chi-Feng Accounting Supervisor: Lu, Chin-Yu

10

Lemtech Holdings Co., Limited and its subsidiaries

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2020 and 2019

(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. Approval Date and Procedures of the Financial Statements

The Consolidated Financial Statements have been approved by the Board of Directors on March 31, 2021.

III. Application of New and Amended Standards and Interpretations

  • (I) Initial application of the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), International Financial Reporting Interpretations Committee (IFRIC), and Standard Interpretations Committee (SIC) (the "IFRSs") endorsed and issued into effect by the Financial Supervisory Commission (the "FSC")

With the exception of the following, the application of the IFRSs endorsed and issued into effect by the FSC should not result in major changes in the accounting policies of the Group:

Amendment to IAS 1 and IAS 8 "Definition of Material"

The Consolidated Company adopted the amendments on January 1, 2020. The threshold for materiality was amended to be "could reasonably be expected to influence users" and the disclosures in consolidated financial statements were adjusted by removing immaterial information which may obscure material information.

11

  • (II) FSC-endorsed IFRSs that are applicable from 2021 onward
New Standards,Interpretations,and Amendments
Amendments to IFRS 4 Applying IFRS 9 Financial
Instruments with IFRS 4 Insurance Contracts
Amendments to " Interest Rate Benchmark Reform - Phase
2 " in IFRS 9, IAS 39, IFRS 7, IFRS 4, and IFRS 16
Amendment to IFRS 16, "Covid-19-Related Rent
Concessions"
Effective Date Issued byIASB
Effective from the release date
This amendment applies to the
annual reporting period beginning
after January 1, 2021
This amendment applies to the
annual reporting period beginning
after June 1, 2020
  • (III) Standards issued by IASB but not yet endorsed by FSC
New Standards,Interpretations,and Amendments
Annual Improvements to IFRS Standards 2018–2020
Amendment to IFRS 3 "Update the Index to Conceptual
Framework"
Amendments to IFRS 10 and IAS 28 "Sale or Contribution
of Assets between an Investor and its Associate or Joint
Venture"
IFRS17 "Insurance Contracts"
Amendment of IFRS 17
Amendments to IAS1 "Classify Liabilities as Current or
Non-current"
Amendment to IAS 1 "Disclosure of Accounting Policies"
Amendment to IAS 8 “Definition of Accounting
Estimation”
Amendments to IAS 16 “Real Estate, Plant and Equipment
- Proceeds before Intended Use”
Amendments to IAS 37 “Onerous Contracts - Cost of
Fulfilling a Contract”
Effective Date Published by IASB
(Note 1)
January 1, 2022 (Note 2)
January 1, 2022 (Note 3)
TBD
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023 (Note 6)
January 1, 2023 (Note 7)
January 1, 2022 (Note 4)
January 1, 2022 (Note 5)
  • Note 1: Unless otherwise specified, the aforementioned New/Revised/Amended Standards and Interpretations shall be effective for the fiscal year after the reporting period.

  • Note 2: Amendment to IFRS 9 is effective to exchanges of a financial liability or modifications of terms incurred during the annual periods beginning on or after January 1, 2022. Amendment to IAS 41 "Agriculture" is effective to fair value measurements for annual periods beginning on or after January 1, 2022. Amendment to IFRS 1 "First-time Adoption of IFRS" is retrospectively effective for annual periods beginning on or after January 1, 2022.

  • Note 3: This amendment applies to the business combination that starts on the acquisition date after January 1, 2022 during the annual report period.

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

  • Note 5: This amendment applies to contracts that have not fulfilled all obligations on January 1, 2022.

12

Note 6: This amendment prospectively applies to annual periods beginning after January 1, 2023.

  • Note 7: This amendment applies to changes in accounting estimation and changes in accounting policies that occur during the annual reporting period beginning after January 1, 2023.

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. Summary of 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.

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:

  8. Liabilities held primarily for the purpose of trading;

  9. Liabilities to be settled within 12 months after the balance sheet date; and

13

  1. 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 and Attachment 8 and 9 for details, shareholding ratio, and operations of subsidiaries.

  • (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.

The current ownership interest in the acquiree and the right to enjoy the non-controlling interest of the acquiree's net assets in proportion at the time of liquidation is measured by the share of the recognized amount of the identifiable net assets of the acquiree. 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.

14

  • (VI) Foreign currencies

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. Exchange differences arising on the settlement or on translating of monetary items are recognized in profit or loss in the period in which they arise.

Non-monetary items measured at fair value that are denominated in foreign currencies are 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, affiliated companies, and branch office that operate in a country or currency different from the Company) are translated into the New Taiwan dollar at the closing rate of exchange prevailing on the balance sheet date. Income 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.

15

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.

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.

Except that the depreciation of own land is not mentioned, the depreciation of real estate, plant, and equipment in its useful life is made on a straight-line basis for each major part/component separately. 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.

16

(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 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.

  1. 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.

  1. 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.

17

  • (XII) Impairment of real estate, plant, and equipment, right-of-use assets, intangible assets (excluding goodwill), and contract costs

  • On each balance sheet date, the Group reviews the carrying amounts of real estate, plant, and equipment, right-of-use assets, intangible assets (excluding goodwill), 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, real estate, 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 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.

18

  1. Financial assets

Regular trading of financial assets shall be recognized and derecognized in accordance with trade date accounting.

  • (1) Measurement types

Financial assets held by the combined company are classified as financial assets at fair value through profit or loss and the financial assets at amortized cost.

  • A. Financial assets at fair value through profit or loss

  • Financial assets at fair value through profit or loss include financial assets mandatorily measured at fair value through profit or loss and financial assets designated as at fair value through profit or loss. Such assets include investments in equity instruments that are not designated by the combined company to be measured at fair value through other comprehensive income and investments in debt instruments that fail to meet the criteria as to be measured at amortized cost or at fair value through other comprehensive income.

  • Financial assets are designated as measured at FVTPL upon initial recognition if such designation eliminates or significantly reduces a measurement or recognition inconsistency.

Such assets are measured at fair value, their interest and remeasurement benefits or losses are recognized in other profits and losses. Please refer to Note 33 for the methods for determining fair values.

  • B. Financial assets 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. Financial assets are under a business model whose purpose is to hold financial assets and collecting contractual cash flows; and

  • b. The terms of the contract generate a cash flow on a specified date that is solely for the payment of interest on the principal and the amount of principal outstanding.

Subsequent to initial recognition, such assets (including cash and cash equivalents, note receivables, accounts receivable, other receivables, finance lease receivables, and refundable deposits that are measured at amortized cost) are measured at the amortized cost equal to the gross carrying amount as determined using the effective interest method less any impairment loss; any foreign exchange gain or loss arising therefrom is recognized in profit or loss.

19

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. For purchased or originated credit-impaired financial assets, interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of the financial assets.

  • 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 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.

20

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.

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 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 the cumulative gain or loss that had been recognized in other comprehensive income is recognized in profit or loss. When the equity instrument investment measured at fair value through other comprehensive profits and losses is derecognized as a whole, the cumulative profit or loss is directly transferred to retained earnings and not reclassified to profit 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.

21

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 33 for the methods for determining fair values.

(2) Derecognition of financial liabilities

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.

22

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.

  1. Derivatives

The derivative instruments signed by the combined company are structured time deposits, which are for managing its exposure to interest rate risks and foreign exchange rate risks.

Derivatives are initially recognized at fair value at the date the derivative contracts are entered into and are subsequently re-measured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship. When the fair value of derivative financial instruments is positive, the derivative is recognized as a financial asset; when the fair value of derivative financial instruments is negative, the derivative is recognized as a financial liability.

If derivatives are embedded in the asset master contract within the scope of IFRS 9, the classification of financial assets is determined by the overall contract. If derivatives are embedded in an asset master contract that is not in the scope of IFRS 9 (e.g., embedded in the master contract of financial liabilities), and if the derivatives embedded meet the definition of a derivative of which their risks and characteristics are not closely related to those of the master contract, and the contracts are not measured at fair value through profit or loss, the derivatives are recognized as separate derivatives.

  • (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 the product is sold, and bears the risk of loss or damage to the product, the combined company recognizes the revenue and accounts receivable at that point.

  • (XV) Leases

The combined company assesses whether a contract is (or contains) a lease on the execution date of the contract.

23

  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.

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.

  1. The combined company is a Lessee

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 measured amount of the lease liability,) and subsequently measured at cost minus the accumulated depreciation and the accumulated impairment loss and adjusted for the remeasurement of the lease liability. 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.

Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments and in-substance 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.

24

(XVI) Government subsidies

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 The Group determines the current income (loss) in accordance with the laws and regulations established by each income tax jurisdiction, and calculates the income tax payable (recoverable) on such basis.

A tax is levied on the unappropriated earnings pursuant to the Income Tax Act and is recorded as an 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 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

25

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 combined company 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, the income tax effects are included in the accounting of business combination.

  • V. Significant Accounting Judgments, Estimates and Key Sources of Uncertainty over Assumptions

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.

The combined company takes into account the economic impact of the COVID-19 outbreak in its critical accounting judgments and the management will constantly review the estimations and underlying 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.

26

VI. Cash and cash equivalents
December 31, 2020
Cash on hand and working capital
$ 1,467
Checking accounts and demand
deposits
1,255,643
Cash equivalents (investments
with original maturity date of less
than three months)
Bank fixed deposit
382,889
$ 1,639,999
VII. Financial instruments measured at fair value through profit or loss
December 31, 2020
Financial assets - Current
Mandatorily measured at fair value
through profit or loss
Mixed financial assets -
Structured deposits (I)
$ 8,788
Financial assets - Non-current
Designated as fair value through
profit and loss
Derivatives (hedge unspecified) -
Redemption Option (Note 21)
$ 1,224
Financial laiabilities - Non-current
Designated as fair value through
profit and loss
Derivatives (hedge unspecified) -
Redemption Option (Note 21)
$ -
December 31, 2019 December 31, 2019 December 31, 2019
$ 1,339
910,415
30,578
$ 942,332
December 31, 2019
$ $ -
$ -
3,392

(I)In 2020, the combined company signed a 6-month structured time deposit contract with the bank. The structured deposits include an embedded derivative that is not closely related to the main contract. Because the main contract included in the hybrid contract is an asset within the scope of IFRS 9, the overall hybrid contract evaluation is mandatory to be classified as fair value through profit or loss.

VIII.Financial assets at amortized cost

ancial assets at amortized cost
Current
Domestic investment
Bank deposits - restricted
Time deposits with original
maturity over 3 months -
Limited
December 31, 2020
$ 4,141
-
$ 4,141
December 31, 2019
$ $ $ 4,355
75,081
$ 79,436

27

As of Dec. 31, 2019, the annual rate of fixed deposits with original date due of more than three months is 2.25%.

Please refer to Note 35 for information on the pledge of financial assets measured at amortized cost.

IX. Credit Risk Management for Debt Instruments

All debt instruments invested by the combined company are financial assets measured at amortized cost.

December 31, 2020

amortized cost.
December 31, 2020
Measured at
amortized cost
Total carrying amount $ 4,141
Loss allowance -
Amortized cost $ 4,141
December 31, 2019
December 31, 2019
Measured at
amortized cost
Total carrying amount $ 79,436
Loss allowance -
Amortized cost $ 79,436

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:

Credit Rating
Normal
Definition
The debtor has a low credit risk and is fully
capable of paying off contractual cash flows.
Basis of Recognition
of Expected Credit
Losses
12-month expected
credit losses

28

The total book value of each credit rating debt instrument investment and the applicable expected credit loss rate are as follows:

December 31, 2020

expected credit loss rate are as follows:
December 31, 2020
expected credit loss rate are as follows:
December 31, 2020
expected credit loss rate are as follows:
December 31, 2020
expected credit loss rate are as follows:
December 31, 2020
expected credit loss rate are as follows:
December 31, 2020
X. Credit Rating
Expected credit
loss rate
Normal
0%
December 31, 2019
Credit Rating
Expected credit
loss rate
Normal
0%
Notes receivable, accounts receivable and other receivables
December 31, 2020
Notes receivable-operating
Measured at amortized cost
Total carrying amount
$ 3,537
Deduct: Loss allowance
-
$ 3,537
Accounts receivable
Measured at amortized cost
Total carrying amount
$ 2,224,808
Deduct: Loss allowance
(
20,857)
$ 2,203,951
Other receivables
Others
$ 16,178
Total carrying
amount
Measured at
amortized cost
$ 4,141
Total carrying
amount
Measured at
amortized cost
$ 79,436
December 31, 2019

Notes receivable-operating
Measured at amortized cost
Total carrying amount
Deduct: Loss allowance
Accounts receivable
Measured at amortized cost
Total carrying amount
Deduct: Loss allowance
Other receivables
Others
$
$
$ $ $
$
$ $

Note receivables and account receivables Note receivables and account receivables 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 diversify total transaction amounts among qualified customers. It also controls credit risk exposure through reviews and credit line approval by the management.

29

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 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: December 31, 2020

December 31, 2020 2020
Not
overdue
Expected credit
loss rate
0%~25%
Total carrying
amount
$ 2,021,448
Loss allowance
(lifetime expected
credit loss)
( 1,557)
Amortized cost
$ 2,019,891

December 31, 2019
Not
overdue
Expected credit
loss rate
0%~17.94%
Total carrying
amount
$ 1,882,993
Loss allowance
(lifetime expected
credit loss)
(1,547)
Amortized cost
$ 1,881,446
Not
overdue
1 - 60 days
overdue
61 - 120
days
overdue
121 - 180
days
overdue
181 - 240
days
overdue
241 - 365
days
overdue
Overdue
over 365
days
56.43%~10
0%
$ 7,128
(6,811)
$ 317

Overdue
over 365
days
25.83%~10
0%
$ 17,489
(17,066)
$ 423
Total
0.04%~19.8
3%
$ 159,400
( 2,989)
$ 156,411
1 - 60 days
overdue
6.27%~24.6
0%

$ 23,663
( 3,388)
$ 20,275
61 - 120
days
overdue
19.85%~34.
73%
$ 5,159
( 1,425)
$ 3,734
121 - 180
days
overdue
24.82%~54.
18%

$ 9,630
(3,654)
$ 5,976
181 - 240
days
overdue
28.36%~10
0%

$ 1,917
( 1,033)
$ 884
241 - 365
days
overdue
$
$
2,228,345
( 20,857)
2,207,488
Total

Expected credit
loss rate

Total carrying
amount

Loss allowance
(lifetime expected
credit loss)
Amortized cost
0%~17.94%
$ 1,882,993
(1,547)
$ 1,881,446
0%~27.47%
$ 178,413
(3,004)
$ 175,409

9.09%~33.0
6%

$ 18,494
(4,990)
$ 13,504
14.29%~40.
01%
$ 10,881
(3,221)
$ 7,660
25%~59.97
%

$ 882
(405)
$ 477
28.31%~10
0%

$ 4,586
(2,115)
$ 2,471
$
$
2,113,738
(32,348)
2,081,390

December 31, 2019

Changes in loss allowance for accounts receivable are as follows:

Opening balance
Add: Impairment loss recognized
Deduct: Amounts actual written off
Deduct: Reversal impairment loss of
the year
Foreign currency translation
differences
Balance at the end of the year
2020
32,348
-
-
11,480)
(
11)
20,857
2019
$ (

$
$ 28,077
5,673
(
4)
-
(
1,398)
$ 32,348

30

XI. Finance lease receivables

Finance lease receivables
Undiscounted lease payments
Year 1
Year 2
Year 3
Year 4
Less: unearned finance income
Lease payment receivable
Net investment in a lease (expressed
as finance lease receivables)
December 31, 2020
$ 6,488
6,488
1,892
-
14,868
(
848)
14,020
$ 14,020
December 31, 2019
$ (
$

The combined company sub-leased part of the leased plant in 2019 and received a fixed lease payment annually. 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 a

determination on the contract date. The interest rate implicit in the finance lease as of Dec. 31, 2020 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. Inventories

lease payment receivable.
nventories
Finished goods
Work-in-progress
Raw materials
December 31, 2020
$ 256,155
181,892
188,297
$ 626,344
December 31, 2019
$ 413,233
178,556
144,929
$ 736,718

The nature of cost of goods sold is as follows:

Cost of inventory sold
Loss of inventory falling price
(recovery profit)
2020
$ 4,229,194
(
38,291)
$ 4,190,903
2019 2019
$
$
$ $ 3,964,890
46,758
4,011,648

The rebound in the net realizable value of inventories was due to the de-allocation of slow moving inventories.

31

XIII.Subsidiaries

Subsidiaries included in the consolidated financial reports

The entities involved in the preparation of the Consolidated Financial Statements are listed as follows:

as follows:
Investorcompany
Lemtech Global
Solution Co. Ltd.
Lemtech Global
Solution Co. Ltd.
Lemtech Global
Solution Co. Ltd.
Lemtech Global
Solution Co. Ltd.
Lemtech Global
Solution Co. Ltd.
Global Solution
Lemtech Cooling
Lemtech Cooling
Lemtech Cooling
Lemtech Cooling
Lemtech Precision
Material
Lemtech Precision
Material
Name ofsubsidiaries
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
"Lemtech Precision
Material")
Zhenjiang Emtron Surface
Treatment Limited Company
(hereinafter referred to as
"Emtron Company")
Lemtech Industrial Services
Ltd (hereinafter referred to
as "LIS")
Lemtech Cooling System
Limited (hereinafter referred
to as "Lemtech Cooling")
Lemtech Precision Material
(China) Co., Ltd (China)
(formerly Kunshan Lemtech
Precision Material Co., Ltd,
hereinafter referred to as
"Lemtech Precision
Material")
Lemtech Philippine Thermal
System Inc. (hereinafter
referred to as "Lemtech
Philippine")
Lemtech Energy Solutions
Corporation (Taiwan)
(hereinafter referred to as
"Lemtech Energy Solutions
Corporation", formerly
Lemtech Cryomax System
Corp.)
Kunshan Lemtech
Electronics Technology Co.,
Ltd. (hereinafter referred to
as "Lemtech Electronics
Company")
Lemtech Electronics
Technology (Changshu) Co.,
Ltd. (hereinafter referred to
as Lemtech Electronics
Technology (Changshu)
LDC Precision Engineering
Co., Ltd. (hereinafter
referred to as "LDC
Company")
Lemtech Technology
Limited (hereinafter referred
to as "Lemtech HK")
Business activities
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, sales of self-produced products, etc.
Surface treatment of mechanical, electronic and automotive
components
Sales of electronics and computer peripheral component
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, sales of self-produced products, etc.
Manufacturing, purchasing, sales, distribution, wholesale
sales, and precision metal stamping tools, customized metal
hinges, cooling modules, slides, mechanical components and
other related items
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
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 company and their
raw materials and mechanical equipment
Electronic component manufacturing, electronic component
wholesale, electronic special material manufacturing,
electronic special material sales, electronic special material
research and development, lighting equipment
manufacturing, lighting equipment sales, manufacturing of
auto parts and accessories, manufacturing of solar
equipment and components, sales of solar equipment and
components, manufacturing of computer software and
hardware equipment, sales of communication equipment
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
Sales of automotive, electronics and computer peripheral
parts
Percentage of
equity interest
held
Dece
mber
31,
2020
Dece
mber
31,
2019
100
100
0.19
0.2
83.33
83.33
57
57
100
100
99.81
99.8
100
100
100
100
100
100
100
-
100
100
100
100
Description
On November
23, 2009, all
shares were
obtained by a
stock swap.
Merged LDC
Precision
Engineering
Co., Ltd
(Kunshan) on
March 17, 2010.
(Note 2)
Investment
funds were
remitted on
January 22,
2019. (Note 1
and 3)
Note 1 and 4.
Established on
June 12, 2019,
and funds
remitted for the
shares on
August 22,
2019. (Note 1)
Merged LDC
Precision
Engineering
Co., Ltd
(Kunshan) on
March 17, 2010.
(Note 2)
Established on
July 15, 2019,
and funds
remitted for the
shares on
October 30,
2019. (Note 1)
(Note 1, 5, and
6)
Established on
October 9, 2019,
and funds
remitted for the
shares on
December 3,
2019.
Established on
September 24,
2020, and
remitted share
funds on
October 26,
2020. (Note 1)
Established on
May 10, 2010.
(Note 1)
Established on
April 9, 2014.

(Continued)

32

(Continued from previous page)

Investor company Name of subsidiaries Business activities Percentage of equity
interest held
Percentage of equity
interest held
Description
December
31, 2020
December
31, 2019
Lemtech Precision Material
Lemtech HK

LIS
Lemtech Precision Material
CZECHs.r. o. (hereinafter
reffered to as Lemtech CZ)

Lemtech USA Inc. (hereinafter
referred to as "Lemtech USA")

Kunshan Lemtech Slide
Technology Co., Ltd. (China)
(hereinafter referred to as
"Lemtech Slide Company")
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
Design and production of slide rails, shafts
and related accessories, and sales of
self-produced products, etc.
100
100
100
100

100

100
Operations began on
January 1, 2017.
(Note 1)
Established on May
31, 2013. (Note 1)
Established on July
21, 2016. (Note 1)

Note

  1. Lemtech Philippine, Lemtech Electronics Company (Changshu), 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 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 result in significant differences.

  2. In March 2020, the Global Solution of the combined company failed to increase its capital in Lemtech Precision Material according to its shareholding ratio. Therefore, the shareholding ratio increased from 99.80% to 99.81%, of which the equity attributable to Liande Holdings Co., Ltd. increased from 0.20% The decrease was 0.19%

  3. 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 30.

  4. 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.

  5. 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.

33

  1. 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 July 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 30.

XIV. Investment using equity method

  • December 31, 2020 December 31, 2019

  • Affiliates not individually significant Aapico Lemtech (I) $ 30,758 $ 32,923

  • (I) The combined company signed an investment agreement with Thai listed company Aapico Hitech Plc. (AH: TB) on February 1, 2013, invested in cash, and jointly established Aapico Lemtech (Thailand) Co. on March 1, 2013. , Ltd. (hereinafter referred to as "Aapico Lemtech"). In accordance with the company's operating plan, on June 30, 2016, the combined company adjusted the equity held of Aapico Lemtech, the holding is assigned to Global Solution to Lemtech HK.

  • (II) The percentage of ownership, equities, and voting rights of the combined company in affiliated companies on the balance sheet date are as follows:

Name
Aapico Lemtech
Business activities

R&D, production, manufacturing and
assembly of automotive, electronics and
computer peripheral parts
Principal place of
business
Thailand
Percentage of Ownershipand Votes Percentage of Ownershipand Votes
December 31,
2020
40%
December 31,
2019
40%

The profit and loss and other comprehensive income proportions of affiliates using the equity method in 2020 and 2019 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.

Please refer to Attachment 8 for the aforementioned associates' nature of business, main business premises, and countries of registration.

34

XV.Real estate, Plant and Equipment

For self-use
For self-use
Cost
Balance as of January 1, 2020
Addition
Disposal
Reclassification
Net exchange differences
Balance as of December 31, 2020
Accumulated depreciation and impairment
Balance as of January 1, 2020
Depreciation expenses
Disposal
Reclassification
Net exchange differences
Balance as of December 31, 2020
Net profit as of December 31, 2020
Cost
Balance as of January 1, 2019
Addition
Acquired through business combinations
Disposal
Reclassification
Net exchange differences
Balance as of December 31, 2019
Accumulated depreciation and impairment
Balance as of January 1, 2019
Depreciation expenses
Disposal
Reclassification
Net exchange differences
Balance as of December 31, 2019
Net profit as of December 31, 2019
Land $ 3,5
98
-
(
3,5
98)
-
-

-
-
-
-
-
-
-
-
-
05
-
-
93
-
$ 3,5
98
-
-
-
-
-
-
$ 3,5
98
Buildings $ 9,3
08
45
8)
-
24
$ 8,0
09
$ 47
3
31
-
-
24

$ 2,8
28
$ 5,1
81
$ 7,9
50
68
50
-
-
(
86
0)
$ 9,3
08
$ 29
7
51
-
-
(
75
)
$ 47
3
$ 2,8
35
Machinery
equipment
$ 1,025,
482
73,121
(
17,00
2)
2,031
17,00
7
$ 1,100,
639
$ 372,7
64
105,709
(
11,42
2)
-
8,178
$ 475,2
29
$ 625,4
10

$ 852,4
34
94,666
40,471
(
63,18
6)
136,195
(
35,09
8)
$ 1,025,
482
$ 326,0
68
96,918
(
35,74
5)
-
(
14,47
7)
$ 372,7
64
$ 652,7
18
Tran
eq
December 31, 2020
$ 1,260,496
sportation
uipment
Office equipment
Leasehold
improvements
$ 31,70
8
$ 37,35
9
$ 81,30
2
3,025
4,056
-
(
1,212
)
(
2,185
)
-
-
817
-
552
563

1,356

$ 34,07
3
$ 40,61
0
$ 82,65
8
$ 21,00
6
$ 28,67
5
$ 40,13
5
4,168
3,949
8,174
(
1,212
)
(
2,134
)
-
-
-
-
418
508
839

$ 24,38
0
$ 30,99
8
$ 49,14
8
9,693
$ 9,612
$ 33,51
0
$ 33,07
8
$ 40,45
2
$ 69,90
4
1,544
2,631
14,419
918
269
-
(
2,602
)
(
4,622
)
-
21
34
(
405)
(
1,251
)
(
1,405
)
(
2,616
)
$ 31,70
8
$ 37,35
9
$ 81,30
2
$ 18,85
1
$ 29,00
4
$ 31,77
5
4,313
3,773
9,864
(
1,395
)
(
3,017
)
-
-
-
(
56)
763)
(
1,085
)
(
1,448
)
$ 21,00
6
$ 28,67
5
$ 40,13
5
$ 10,70
2
$ 8,684
$ 41,16
7
December 31, 2020
$ 1,260,496
sportation
uipment
Office equipment
Leasehold
improvements
$ 31,70
8
$ 37,35
9
$ 81,30
2
3,025
4,056
-
(
1,212
)
(
2,185
)
-
-
817
-
552
563

1,356

$ 34,07
3
$ 40,61
0
$ 82,65
8
$ 21,00
6
$ 28,67
5
$ 40,13
5
4,168
3,949
8,174
(
1,212
)
(
2,134
)
-
-
-
-
418
508
839

$ 24,38
0
$ 30,99
8
$ 49,14
8
9,693
$ 9,612
$ 33,51
0
$ 33,07
8
$ 40,45
2
$ 69,90
4
1,544
2,631
14,419
918
269
-
(
2,602
)
(
4,622
)
-
21
34
(
405)
(
1,251
)
(
1,405
)
(
2,616
)
$ 31,70
8
$ 37,35
9
$ 81,30
2
$ 18,85
1
$ 29,00
4
$ 31,77
5
4,313
3,773
9,864
(
1,395
)
(
3,017
)
-
-
-
(
56)
763)
(
1,085
)
(
1,448
)
$ 21,00
6
$ 28,67
5
$ 40,13
5
$ 10,70
2
$ 8,684
$ 41,16
7
Other Eq December 31, 2019 December 31, 2019 December 31, 2019

sportation
uipment
$ 31,70
8
3,025
(
1,212
)
-
552
$ 34,07
3
$ 21,00
6
4,168
(
1,212
)
-
418
$ 24,38
0
9,693

$ 33,07
8
1,544
918
(
2,602
)
21
(
1,251
)
$ 31,70
8
$ 18,85
1
4,313
(
1,395
)
-
763)
$ 21,00
6
$ 10,70
2
uipment
$ 391,1
38
52,502
(
4,939
)
20,817
4,373
$ 463,8
91
$ $ 216,1
16
53,629
(
4,101
)
-
4,968
$ 270,6
12
$ 193,2
79
$ $ 362,0
46
$ 20,851
3,786
(
7,246
)
24,020
(
12,31
9)
$ 391,1
38
$ 169,7
24
57,042
(
3,252
)
56
(
7,454
)
$ 216,1
16
$ 175,0
22
$ 1,808,305
Unfinished
constructions and
equipment to be
tested
Total
$ 23,57
9
$ 2,573,
474
3,811
137,160
-
(
519,0
04)
(
23,66
5)
-
86
32,06
1

3,811
$ 2,223,
691
$ -
$ 765,1
69
-
200,060
-
(
18,86
9)
-
-
-
16,83
5
$ -
$ 963,1
95

3,811
$ 1,260,
496

4,746
$ 1,870,
610
23,972
602,856
-
45,594
(
90)
(
77,74
6)
(
4,872
)
203,886
(
177)
(
71,72
6)
$ 23,57
9
$ 2,573,
474
$ -
$ 639,7
19
-
197,061
-
(
43,40
9)
-
-
-
(
28,20
2)
$ -
$ 765,1
69
$ 23,57
9
$ 1,808,
305

Office equipment
$ 37,35
9
4,056
(
2,185
)
817
563

$ 40,61
0
$ 28,67
5
3,949
(
2,134
)
-
508
$ 30,99
8
$ 9,612
$ 40,45
2
2,631
269
(
4,622
)
34
(
1,405
)
$ 37,35
9
$ 29,00
4
3,773
(
3,017
)
-
(
1,085
)
$ 28,67
5
$ 8,684

Unfinished
constructions and
equipment to be
tested
$ 23,57
9
3,811
-
(
23,66
5)
86

3,811
$ -
-
-
-
-
$ -

3,811

4,746
23,972
-
(
90)
(
4,872
)
(
177)
$ 23,57
9
$ -
-
-
-
-
$ -
$ 23,57
9
49
49
( 48
6
6
8,1
$ 2,573,
474
137,160
(
519,0
04)
-
32,06
1
$ 2,223,
691
$ 765,1
69
200,060
(
18,86
9)
-
16,83
5
$ 963,1
95
$ 1,260,
496
$ 1,870,
610
602,856
45,594
(
77,74
6)
203,886
(
71,72
6)
$ 2,573,
474
$ 639,7
19
197,061
(
43,40
9)
-
(
28,20
2)
$ 765,1
69
$ 1,808,
305
$ 49
86,
24,4
1,9
$
$ 11
38 $
$
50
1
18,

$ 444,7
48,8
49
48
$ 64,
25,1
2,9
(
86,
$
40

49

In 2020 and 2019, the above-mentioned real estate, plant, and equipment of the combined company did not show any signs of impairment.

Depreciation expenses are calculated on a straight-line basis according to the following durable years:

s:
Buildings
Plant main building 20 years
Other projects 5 years
Machinery equipment 3 to 10 years
Office equipment 2 to 5 Years
Transportation equipment 3~5 years
Leasehold improvements 3~15 years
Other Equipment 2~10 years

Please refer to Note 35 for the amount of real estate, plant, and equipment set as a loan guarantee.

35

XVI. Lease Agreement (I)Right-of-use assets

ease Agreement
ight-of-use assets
Carrying value of right-of-use
assets
Land
Buildings
Transportation equipment
Addition to right-of-use assets
Depreciation expenses of
right-of-use assets
Land
Buildings
Transportation equipment
December 31, 2020
$ 84,137
169,108
4,441
$ 257,686
2020
$ 70,280
$ 2,158
46,441
1,971
$ 50,570
December 31, 2019
$ 84,920
143,859
4,322
$ 233,101
2019
$ 41,610
$ 2,224
45,457
1,653
$ 49,334

Other than the above increase in right-of-use assets and recognition of depreciation expenses, the combined company's right-of-use assets did not undergo significant sublease or impairment for the years ended December 31, 2020 and 2019.

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

Lease liabilities
Carrying amount of lease
liabilities
Current
Non-current
December 31, 2020
$ 54,985
$ 134,661
December 31, 2019
$ 47,803
$ 120,340

The discount rate intervals for lease liabilities are as follows:

Buildings
Transportation equipment
2020
1.1%~7.42%
1%~3.16%
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 1 to 50 years. At the end of the lease term, the combined company has no preferential right to take over the leased building.

36

(IV) Sublease

For information on subleasing, please refer to Note 11.

(V) Other lease information

Other lease information
Expense on leases of low-value
assets
Total cash outflow from lease
2020
$ 7,156
$ 64,672
2019
$ 6,950
$ 57,408

The combined company chooses to apply the recognition exemption for leases that qualify for low-value asset leases, and does not recognize related right-of-use assets and lease liabilities for such leases.

XVII. Goodwill

and lease liabilities for such leases.
Goodwill
Cost
Opening balance
Acquisition through business
combinations of the year (Note 30)
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
2020
$ 82,387
-
(
212)
$ 82,175
$ -
-
$ -
$ 82,175
2019
$
$

$
$ -
82,740
(
353)
82,387
$ -
-
$ -
82,387
$ $

The combined company acquired Zhenjiang Emtron Surface Treatment Limited on January 22, 2019, gained goodwill of NT$78,155 thousand, 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 July 1, 2019, gained goodwill of NT$4,585 thousand, which was mainly due to the benefits expected from the production and sales of server cooling products in Taiwan.

37

XVIII. Other Intangible Assets

Other Intangible Assets
Cost
Balance as of January 1, 2020
Separate acquisition
Net exchange differences
Balance as of December 31,
2020
Accumulated amortization
and impairment
Balance as of January 1, 2020
Amortization
Net exchange differences
Balance as of December 31,
2020
Net profit as of December 31,
2020
Cost
Balance as of January 1, 2019
Separate acquisition
Reclassification
Acquired through business
combinations
Disposal
Net exchange differences
Balance as of December 31,
2019
Accumulated amortization
and impairment
Balance as of January 1, 2019
Amortization
Disposal
Net exchange differences
Balance as of December 31,
2019
Net profit as of December 31,
2019
Computer
software cost
$ 46,245
8,667
596
$ 55,508
($ 25,564)
(
5,905)
(
409)
($ 31,878)
$ 23,630
$ 45,758
5,358
431
-
(
3,924)
(
1,378)
$ 46,245
($ 23,124)
(
5,514)
2,298
776
($ 25,564)
$ 20,681
Fair value of
franchises and
customer
relationships

$ 26,811

-
-
$ 26,811

($ 5,288)

(
5,055)
-
($ 10,343)
$ 16,468

$ -

-

-
26,811

-
-
$ 26,811

$ -

(
5,288)

-
-
($ 5,288)
$ 21,523
Total
$ $ ($ (

($ $ $ (
(
$ ($ (
($ $




(







$

$
($
(

($ $
$



(
(
$
($
(

($ $
73,056
8,667
596
82,319
30,852)
10,960)
(
409)
42,221)
40,098
45,758
5,358
431
26,811
3,924)
1,378)
73,056
23,124)
10,802)
2,298
776
30,852)
42,204

$

$

Amortized expenses were calculated on a straight-line basis over estimated useful lives listed as follows:

Computer software 1~10 year(s) Fair value of franchises and customer relationships 5 years

38

XIX. Other Assets

XIX.
Other Assets
Current
Prepayments
Prepayments for goods
Other prepayments
Other current assets
Temporary payments
Payments on behalf of others
Non-current
Prepayments for equipment
Refundable deposit
XX. Loans
(I)Short-term loans
Unsecured loans
Line of credit loans
December 31, 2020
47,844
67,449
115,293
$ 122
-
$ 122
64,161
8,916
73,077
31, 2020
772,658
December 31, 2019
$ $ $ $ December $ $ $ $ 37,356
47,712
$ 85,068
$ 154
1,893
$ 2,047
$ 41,228
7,032
$ 48,260
December 31, 2019
$ $
$ $
$ $ 965,312

The interest rates of bank revolving loans were 0.73% to 4% and 1.2% to 5.22% on December 31, 2020 and 2019, respectively.

(II) Long-term loans

Long-term loans
Secured loans(Note XXX)
Bank loans
Less: Portion due within one
year
Long-term loans
December 31, 2020
$ -
-
$ -
December 31, 2019
$ 350,000
-
$ 350,000

The bank loans were secured by pledging the company's owned land as collateral (Note 35). The maturity date of the loan is May 31, 2022. The bank loan was repaid in advance in November 2020.

As of December 31, 2019 the effective annual interest rate is 1.47%.

39

XXI.
The second domestic unsecured
convertible corporate bond
Less: Discount on corporate bonds
payable
Third issuance of unsecured
convertible corporate bonds in
Taiwan
Less: Discount on corporate bonds
payable
Bond payables
December 31, 2020
$ -
-
$ -
$ 360,000
(
13,648)
$ 346,352
Bond payables
December 31, 2020
$ -
-
$ -
$ 360,000
(
13,648)
$ 346,352
December 31, 2019 December 31, 2019
$ 595,000
(
14,399)
$ 580,601
$ -
-
$ -
  • (I)The second domestic unsecured convertible corporate bond The Company issued 6 thousand units of unsecured convertible bonds in New Taiwan Dollars in Taiwan on July 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.

  • Holders of each unit of corporate bonds per unit have the right to convert the Company's conversion corporate bonds into common stocks of the Company. The conversion period is from October 31, 2018 to July 30, 2021.

  • Where the abovementioned corporate bonds are not converted during the conversion period, the outstanding corporate bonds will be redeemed in cash at par value on July 30, 2021.

  • At the end of two years from the issuance date (July 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$ 5,625
thousand)
Equity component (less the equity transaction cost of
NT$242 thousand)
Financial assets
Liability component (less the liability transaction cost of
NT$ 5,383 thousand)
$ (
$
597,375
25,738)
1,080
572,717

(Continued)

40

(Continued from previous page)

Liability component as of January 1, 2019
$ Interest calculated at the effective interest rate of 1.55%
Corporate bonds converted into ordinary shares

Liability component as of December 31, 2019
$ Liability component as of January 1, 2020
$ Interest calculated at the effective interest rate of 1.55%
Financial liabilities
Reversal of corporate bonds
(
Redemption of corporate bonds
Liability component as of December 31, 2020
$
$
576,478
8,944
4,821)
580,601
580,601
5,241
3,213
588,857)
(
198)
$ -

As of December 31, 2019, the second domestic unsecured convertible corporate bonds of NT$ 5,000 thousand were converted into 23 thousand common stock of the Company. As of December 31, 2020, the second domestic unsecured convertible corporate bonds have been fully redeemed/reversed.

  • (II) Third domestic unsecured convertible bonds

The company issued 7 thousand units of unsecured convertible bonds in NTD in Taiwan on August 4, 2020 with a nominal amount of NT$100 thousand per unit and an interest rate of 0%, issued at a premium of 100% of the par value, or NT$ 700,000 thousand; the total amount received is NT$ 700,000 thousand.

  1. Each unit of corporate bondholders has the right to convert the Company's converted corporate bonds into common stock of the Company. The conversion period is from November 5, 2020 to August 4, 2023.

  2. Where the abovementioned corporate bonds are not converted during the conversion period, the outstanding corporate bonds will redeemed in cash at par value on August 4, 2023.

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 initially recognized at the effective interest rate of 1.49%.

41

Issue price (minus transaction cost NT$ 5,564 thousand)
Equity component (less transaction cost allocated to
equity of NT$ 210,000)
Financial assets
Liability component (less the liability transaction cost of
NT$ 5,354 thousand)
Interest calculated at effective interest rate 1.49%
Corporate bonds converted into ordinary shares

Liability component as of December 31, 2020
$ (
(
694,436
26,181)
1,120
669,375
3,393
326,416)
346,352

$

As of December 31, 2020, the third domestic unsecured convertible corporate bonds of NT$ 340,000 thousand were converted into 3,586 thousand common stock of the Company.

XXII. Note Payables and Account Payables

Company.
Note Payables and Account Payables
Notes payable
Arising from operations
Accounts payable
Arising from operations
December 31, 2020
$ 174,106
$ 1,566,068
December 31, 2019
$ $ $ 183,304

1,466,225

The average credit period for accounts payable is approximately 120 days, and interest is not added to accounts payable. The combined company has established financial risk management policies to ensure that all payables are paid within the pre-agreed credit terms.

XXIII. Other Liabilities

terms.
Other Liabilities
Current
Other payables
Equipment payment and
construction payment payable
Payroll and bonus payable
Benefits payable
Remuneration payable to
employees, directors and
supervisors
Interest payable
Commissions payable
Customs and logistics fees
payables
Cash dividends distributed by the
Company payables
Others
December 31, 2020
$ 5,400
105,418
1,093
32,862
1,224
355
23,314
46,967
63,799
$ 280,432
December 31, 2019
$ 10,616
87,445
3,498
32,246
4,160
822
25,691
-
26,484
$ 190,962

(Continued)

42

(Continued from previous page)

Other liability
Temporary payment
Others
XXIV.
Equity
(I) Share capital
Common shares
Authorized shares (in
thousands shares)
Authorized capital stock
Number of shares issued and
fully paid (in thousand shares)
Issued capital
December 31, 2020
$ 25,915
20,682
$ 46,597
December 31, 2020
100,000
$ 1,000,000
50,553
$ 505,535
December 31, 2020
$ 25,915
20,682
$ 46,597
December 31, 2020
100,000
$ 1,000,000
50,553
$ 505,535
December 31, 2020
$ 25,915
20,682
$ 46,597
December 31, 2020
100,000
$ 1,000,000
50,553
$ 505,535
December 31, 2019 December 31, 2019 December 31, 2019
$ 7,036
8,109
$ 15,145
December 31, 2019
$ $

On June 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 August 21, 2019, and the paid-in capital after the capital increase is NT$474,720.

The board of directors resolved to write off the untransferred treasury shares of 505 thousand shares on May 13, 2020, of which NT$10 per share. The base date of the capital reduction was May 13, 2020, and the paid-in share capital after the capital reduction was NT$ 469,670 thousand.

The change in the Company's equity is due to the conversion of some of the convertible bonds. For details, please refer to Note 21.

(II) Capital surplus

apital surplus
May be used to offset deficits,
appropriated as cash dividends
or transferred to capital(1)
Stock issuance premium
Treasury share transactions
Premium on conversion of
convertible bonds
Difference between the
proceeds received from
acquisition or disposal of
shares to a subsidiary and its
carrying amount
December 31, 2020
$ 331,432
9
649,791
15,969
December 31, 2019
$ 334,996
-
347,883
15,969

(Continued)

43

(Continued from previous page)

May only be used to offset
deficits
Recognized value of changes in
equity of ownership of
subsidiaries (2)
Forfeited stock subscription
Not for any purpose
Issuance of convertible bonds
with recognized equity
component
December 31, 2020
$ 78,314
25,515
13,464
$ 1,114,494
December 31, 2020
$ 78,314
25,515
13,464
$ 1,114,494
December 31, 2019 December 31, 2019
$ $ 77,730
-
25,524
$ 802,102
  1. This type of capital surplus may be used to cover loss or issue cash or replenish capital when there are no loss, but capital replenishment is restricted to the ratio of actual capital stock each year.

  2. This type of capital surplus recognized as equity transaction effect due to changes in subsidiary equity, when the Company's has not acquired or disposed of subsidiary shares.

  3. (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 for employees and directors and supervisors, please refer to Note 26 [7] for remuneration of employees and directors and supervisors.

44

The shareholders' meetings approved the distribution of earnings for years ended December 31, 2019 and 2018 on June 15, 2020 and June 17, 2019 as follows:

Special reserve
Cash dividends
Stock dividend
Cash dividend capital bonus for
each share (NT$)
Stock dividend capital bonus
for each share (NT$)
2019
$ 54,849
$ 118,680
$ -
$ 2.5
$ -
2018 2018
$ -
$ 98,853
$ 79,082
$ 2.5
$ 2

$

The proposals to appropriate earnings for the years 2020 resolved by the board of directors are as follows:

he proposals to appropriate earnings for the years 2020 resolved
rectors are as follows:
by the board of
Date of resolution by the board
of directors
Special reserve
Cash dividends
Cash dividend capital bonus for
each share (NT$)
2020 (As of
September 31)
November 12, 2020
$ 32,358
$ 46,967
$ 1

On March 31, 2021, the board of directors approved the distribution of earnings and the dividend per share for the year ended December 31, 2020 as follows:

Special reserve
Cash dividend (Note 1)
Stock dividends (Note 1)
Cash dividend capital bonus for
each share (NT$)
Stock dividend capital bonus
for each share (NT$)
2020
($ 52,040)
$ 162,876
$ 81,438
$ 3
$ 1.5

Note 1: The equity calculated for shareholder dividends is the actual number of shares outstanding as of March 26, 2021 of 54,292 thousand shares.

The distribution of earnings for 2020 is subject to the resolution of the Stockholders' meeting to be held on June 28, 2021.

(IV) Non-Controlling Interests

eeting to be held on June 28, 2021.
on-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 the negative
value of non-controlling
interests in subsidiaries Emtron
Company (Note 30)
Balance at the end of the year
2020
$ 17,172
(
922)
383
-
$ 16,633
2019
$ 16,481
2,892
210
(
2,411)
$ 17,172

45

(V) Treasury shares

reasury shares
Reason of repatriate
Number of shares as of January
1, 2020
Increase of the year
Decrease of the year
Number of shares as of
December 31, 2020
Repurchase for
Cancellation (in
Thousand Shares)
-
505
505)
-
  1. In order to secure the Company’s credit and shareholders’ rights and interests, the board of directors of the Company determined to purchase and write off 1,000 thousand shares of treasury shares in accordance with Article 28-2 of the Securities Exchange Act in March 2020. As of the expiry date of the repurchase period, 505 thousand shares have been repurchased at a repurchase cost of NT$ 38,469 thousand. In order to take into account the market mechanism and not affect the stock price, the Company repurchased it according to the stock price changes and trading volume status, therefore, the execution has not been completed.

  2. The Company wrote off 505 thousand treasury shares in May 2020, which was based on the original purchase cost of NT$38,469 thousand yuan, and the capital reserve was reduced in proportion to the wrote off equity - the stock issuance premium was NT$ 3,564 thousand and the retained surplus was NT$ 29,855 thousand. This cancellation has been approved by the Ministry of Economic Affairs and the change registration has been completed.

XXV. Revenue

Revenue
Revenue from contracts with
customers
Revenue from sales of goods
2020
$ 5,471,250
2019
$ 5,042,657
  • (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 combined company recognizes the revenue and accounts receivable at that point.

  • (II) Contract Balance

receivable at that point.
Contract Balance
Notes receivable (Note X)
Accounts receivable (Note
X)
Contract liabilities -
Current
December 31,
2020
$ 3,537
2,203,951
$ 2,207,488
$ 70,142
December 31,
2019

$ 4,684
2,076,706
$ 2,081,390
$ 79,408
January 1, 2019
$ 5,379
2,220,152
2,225,531
$ 66,510
$ $ $

46

(III) Disaggregation of Revenue from Customer Contracts Please refer to Note 42 for information on revenue breakdown.

XXVI. Net profit of continuing operation unit

Net profit of continuing operation unit
(I)Interest income
Bank deposits
Net lease investment
(II)
Other income
Subsidy income (Note 29)
Others
(III)
Other profits and (losses)
Profit (loss) of financial assets
and financial liabilities
Financial assets
mandatorily classified as
at fair value through profit
or loss
Designated as financial
assets at fair value
through profit or loss
Designated as financial
liabilities at fair value
through profit or loss
Foreign exchange loss - Net
Gains on disposal of real
estate, plant, and equipment
Gains on disposal of affiliated
companies
Loss from redemption and
reversal of corporate bonds
payables
Others
(IV)
Finance cost
Interest on bank loans
Interest on lease liabilities
Interest on convertible bonds
2020
$ 4,358
838
$ 5,196
2020
$ 8,938
9,807
$ 18,745
2020
$ 620
1,464
179
(
43,577)
26,363
-
(
5,961)
(
6,192)
($ 27,104)
2020
($ 25,025)
(
5,085)
(
8,634)
($ 38,744)
2019
$ 7,165
737
$ 7,902
2019
$ 6,365
765
$ 7,130
2019
$ -
-
(
2,489)
(
3,032)
592
2,163
-
(
10,693)
($ 13,459)
2019
($ 43,747)
(
6,228)
(
8,944)
($ 58,919)

47

(V)
Depreciation and amortization expenses
Depreciation expenses
summarized by function
Operating costs
Operating expenses
Amortized cost summarized by
function
Operating costs
Operating expenses
(VI)
Employee benefits
Short-term employee benefits
Benefits after retirement
Defined contribution plans
Total employee benefit
expenses
Summarized by functions
Operating costs
Operating expenses
(V)
Depreciation and amortization expenses
Depreciation expenses
summarized by function
Operating costs
Operating expenses
Amortized cost summarized by
function
Operating costs
Operating expenses
(VI)
Employee benefits
Short-term employee benefits
Benefits after retirement
Defined contribution plans
Total employee benefit
expenses
Summarized by functions
Operating costs
Operating expenses
2020
$ 177,267
73,363
$ 250,630
$ 239
10,721
$ 10,960
2020
$ 554,074
3,493
$ 557,567
$ 256,822
300,745
$ 557,567
2019 2019
$ 173,869
72,526
$ 246,395

$ 201
10,601
$ 10,802
2019

$ 201
10,601

$ 10,802
$ $ $ 568,756
21,473
$ 590,229
$
$ 271,367
318,862
$
$ 590,229

(VII) Remuneration of employees, directors and supervisors In accordance with the regulations of the Articles of Incorporation, the Company deducts the pre-tax profits before the distribution of employees, directors, and supervisors' remuneration for the current year, and allocates the remuneration of employees, directors, and supervisors at a rate of no less than 0.5% and no more than 2%, respectively. Remunerations for employees and directors for 2020 and 2019 were resolved by the Board of Directors on March 31, 2021 and March 25, 2020 respectively.

Estimated ratio

2020 respectively.
Estimated ratio
Remunerations for employees
Remunerations for directors
and supervisors
2020
1%
1%
2019
1%
1%

48

Sum
Remunerations for employees
Remunerations for directors
and supervisors
2020
Cash
$ 4,686
4,686
2019
Cash
$ 2,648
2,648

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.

The amounts of employee remunerations distributed for the years ended December 31, 2019 and 2018 and those recognized in the consolidated financial statements are consistent.

For information on the Company's remunerations for employees and Directors as resolved by the Board of Directors, please visit the "Market Observation Post System" of Taiwan Stock Exchange.

System" of Taiwan Stock Exchange.
(VIII) Foreign currency exchange (profit) and loss
2020
Total currency exchange gains
$ 105,939
Total currency exchange losses
(
149,516)
Net (loss) profit
($ 43,577)
XXVII. Income tax of continuing operation units
(I) Income tax recognized in profit or Loss
2020
Current tax
Generated in the current
year
$ 111,430
Land value increment tax
1,369
Additional tax on
undistributed earnings
1,167
Adjustments from the
previous years
(
10,646)
103,320
Deferred income tax
Generated in the current
year
20,957
Undistributed earnings of
subsidiaries
63,817
84,774
Income tax expenses recognized
in gain or loss
$ 188,094
2019
( $ 94,020

97,052)
($ 3,032)
2019
( $ 62,235
-
1,096

10,591)
52,740
(
418)
22,197
21,779
$ 74,519

49

Adjustments for accounting income and income tax expenses are as follows:

Net income before taxes from
continuing operations
Income tax expenses calculated
as the product of income before
income tax and the statutory
tax rate
Non-deductible expenses
Tax-exempted income
Effects on the deferred income
tax of subsidiaries’ earnings
Additional tax on undistributed
earnings
Unrecognized deductible
temporary difference
Land value increment tax
Others
Adjustments on income tax of
prior periods
Income tax expenses
recognized in gain or loss
2020
$ 643,017
$ 135,063
377
(
1,369)
63,817
1,167
(
1,889)
1,369
205
(
10,646)
$ 188,094
2019
$ 336,858
$ 63,074
566
-
22,197
1,096
(
3,423)
-
1,600
(
10,591)
$ 74,519

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 November 7, 2019, and enjoys a 15% preferential tax rates between 2016 and 2022.

  • (II) Income tax assets and liabilities
rates between 2016 and 2022.
I) Income tax assets and liabilities
Current income tax assets
Tax refunds receivables
Current income tax liabilities
Income tax payables
December 31, 2020
$ 13
$ 52,906
December 31, 2019
$ $ $ 13
26,001

(III) Deferred income tax assets and liabilities

Changes in deferred income tax assets and liabilities were described as follows:

2020

2020

Deferredincome taxassets
Temporary differences
Allowance for inventory
valuation loss
Allowance for doubtful accounts
Exchange differences on
translation of foreign operations
Unrealized exchange profits and
losses
Opening balance
$ 7,370
4,372
-
545
Recognized in
gainor loss

($ 1,989)

(
2,170)

-

743
Recognized in
other
comprehensive
income
$ -

-
188
-
Exchange
differences

$ 78

27

4

-
Balance at the
end ofthe year

$ 5,459

2,229

192

1,288

(Continued)

50

(Continued from previous page)

from previous page)

Deductible loss
Others
Subtotal of deferred income tax
assets
Deferredincome tax liabilities
Temporary differences
Recognition of investment gains
and losses by foreign equity
method
Exchange differences on
translation of foreign operations
Allowance for doubtful accounts
Others
Subtotal of deferred income tax
liabilities
2019

Deferredincome taxassets
Temporary differences
Allowance for inventory
valuation loss
Allowance for doubtful accounts
Recognition of investment gains
and losses by foreign equity
method
Unrealized exchange profits and
losses
Deductible loss
Others
Subtotal of deferred income tax
assets
Deferredincome tax liabilities
Temporary differences
Recognition of investment gains
and losses by foreign equity
method
Exchange differences on
translation of foreign operations
Unrealized exchange profits and
losses
Allowance for doubtful accounts
Others
Subtotal of deferred income tax
liabilities
Opening balance
$ 1,180
1,905
$ 15,372
$ 75,349
5,350
12
139,422
$ 220,133
Opening balance
$ 4,595
4,098
8,784
-
869
2,501
$ 20,847
$ 83,524
3,601
454
12
120,569
$ 208,160
Recognized in
gainor loss
Recognized in
other
comprehensive
income
$ -
-
$ 188
$ -
(
5,328)
-
-
($ 5,328)
Recognized in
other
comprehensive
income
$ -
-
-
-
-
-
$ -
$ -
1,933
-
-
-
$ 1,933
Exchange
differences
$ -
25
$ 134
$ 1,661
(
22)
-
(
8,600)
($ 6,961)
Exchange
differences
($ 244)
(
162)
(
105)
-
-
(
610)
($ 1,121)
(
2,985)
(
184)
-
-
(
4,216)
($ 7,385)
Balance at the
end ofthe year
$ 1,906
(
365)
(
$1,875)
$ 19,071
-
(
12)
63,840
$ 82,899
Recognized in
gainor loss
$ 3,086
1,565
$ 13,819
$ 96,081
-
-
194,662
$ 290,743
Balance at the
end ofthe year
$ 3,086
1,565
$ 13,819
$ 3,086
1,565

$ 96,081
-
-
194,662

$ 290,743
$ 3,019
436
(
8,679)
545
311
14
($ 4,354)
($ 5,190)
-
(
454)
-
23,069
$ 17,425
$ 7,370
4,372
-
545
1,180
1,905
$ 15,372
$ 7,370
4,372
-
545
1,180
1,905

$ 75,349
5,350
-
12
139,422

$ 220,133

(IV) Income tax approval status

For business income tax returns of LDC Company, part of the combined company, the filed cases before the year 2018 have been approved by the tax collection authority.

XXVIII. Earnings per Share

authority.
Earnings per Share
Basic earnings per share
Diluted earnings per share
2020
$ 9.57
$ 9.33
Unit: NT$ per share
2019
$ 5.47
$ 5.35

51

For the calculation of earnings per share and the weighted average number of ordinary shares are as follows:

Net profit for the period

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
Remunerations for
employees
Weighted average number of
ordinary shares for the purpose of
calculating diluted earnings per
share
2020
2019
$ 455,845
$ 259,447
$ 455,845
$ 259,447
3,393
8,944
$ 459,238
$ 268,391
Unit: Thousand shares
2020
2019
47,634
47,467
1,557
2,705
52
24
49,243
50,196
$
$ $

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 remunerations in the following year.

XXIX. GOVERNMENT GRANTS

The Chinese subsidiary obtains financial subsidies from the local competent authority in accordance with the regulations. In 2020 and 2019, the amounts were recognized in other income at NT$ 8,938 thousand and NT$ 6,365 thousand.

52

XXX. Business Combinations

(I) Acquisition of subsidiaries


Emtron Company
Lemtech Energy
Solutions
Corporation
(formerly
Lemtech Cryomax
System Corp.)
Main operatingactivities
Surface treatment of
mechanical, electronic and
automotive components

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

Date of
Acquisition
January 22, 2019
July 1, 2019
Ownership
interest with
voting
power/Acquisition
percentage(%)
83.33%

100%
Transfer
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
ransfer consideration
Cash
Investment accounted for using
equity method
ssets acquired and liabilities assumed
Current assets
Cash and cash equivalents
Accounts receivable and other
receivables
Prepayments
Inventories
Prepaid expenses
NON-CURRENT ASSETS
Property, plant, and equipment
Intangible assets
Long-term unamortized
expenditures
Right-of-use assets
Other non-current assets
Lemtech Energy
Solutions
Corporation
$ 15,000
15,000
$ 30,000
on acquisition date
Lemtech Energy
Solutions
Corporation
$ 4,710
11,096
458
9,377
-
4,138
-
-
508
1,213
Emtron Company
$ 111,966
-
$ 111,966
Emtron Company
$ 111,966
-
$ 111,966
$ 1,722
13,619
895
1,630
1,983
41,456
26,811
2,405
68,577
-

(III) Assets acquired and liabilities assumed on acquisition date

(Continued)

53

(Continued from previous page)

Current liabilities
Accounts payable and other
payables
Lease liabilities
Other current liabilities
Non-current liabilities
Long-term loans
Lease liabilities
Other non-current liabilities
Lemtech Energy
Solutions
Corporation
($ 5,505)
(
510)
(
33)
-
-
(
37)
$ 25,415
Emtron Company Emtron Company
($ 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

oodwill 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 (16.67%
ownership interest in
Emtron Company)
Goodwill arising on acquisition
Lemtech Energy
Solutions
Corporation
$ 15,000
15,000
-
(
25,415)
-
-
$ 4,585
Emtron Company
$ 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.

54

(VI) Net cash inflow from acquisition of subsidiary

Consideration paid in cash
Less: Cash and cash
equivalents acquired
Lemtech Energy
Solutions
Corporation
$ 15,000
(
4,710)
$ 10,290
Emtron Emtron Company
$ (
$
111,966

1,722)
110,244

XXXI. Information on Cash flow information

  • (I) Non-cash transactions

Except for those disclosed in other Notes, the Group has invested and raised funds for the following non-cash transactions in 2020 and 2019:

The adjustment of cash payments for the purchase of real property, plant and equipment is as follows:

quipment is as follows:
Added this year (including
prepayment for equipment)
Changes in equipment
payments and construction
payments payable
Cash amount paid for
procurement of property, plants
and equipment
2020
$ 160,093
5,216
$ 165,309
2019
$ $ $ (
$
602,856

5,197)
597,659

(II) Changes in liabilities from financing activities 2020

2020

Lease
liabilities
2019

Lease
liabilities
2020
January 1
$ 168,143
2019
January 1
$ 124,803

Cash flow
($ 57,516)

Cash flow
($ 50,458)
Non-cash flow changes 2020
December
31
$ 189,646
2019
December
31
$ 168,143
New lease
Others
$ 70,280
$ 8,739
Non-cash flow changes
Others

New lease
$ 41,610

Others
$ 52,188

XXXII. 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).

55

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).

XXXIII. 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
1. Fair value hierarchy
December 31, 2020
Financial assets at fair
value through profit
or loss
Redemption rights of
corporate bonds
payable
Structured deposits
December 31, 2019
Financial liabilities at
fair value through
profit or loss
(FVTPL)
Redemption rights of
corporate bonds
payable
Level 1
$ -
-
$ -
Level 1
$ -
Level 2
$ -
8,788
$ 8,788
Level 2
$ -
Level 3
$ 1,224
-
$ 1,224
Level 3
$ 3,392
Total



$ $

$ 1,224
8,788
$ 10,012
Total
$ 3,392

There was no transfer between Level 1 and Level 2 fair value measurements in 2020 and 2019.

  1. Reconciliation of financial instruments at Level 3 fair value measurement 2020
20
Financial assets at fair value through profit
or loss
Opening balance
Recognized in gain or loss (other gains and
losses)
Derivatives
instruments
$ -
1,464

(Continued)

56

(Continued from previous page)

Addition
Disposal/settlement
Balance at the end of the year
Changes in unrealized profits or losses of
the year related to the assets held at the end
of the year are recognized in profit or loss.
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.
2019
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.
Derivatives
instruments
$ 1,120
(
1,360)
$ 1,224
$ 1,464
($ 3,392)
179
3,213
$ -
$ 179
Derivatives
instruments
($ 910)
(
2,489)
7
($ 3,392)
($ 2,489)
  1. Valuation techniques and inputs of Level 2 fair value measurement Category of Financial

Instruments Valuation Technique and Inputs Structured deposits Discounted cash flow method: Estimate future cash flows based on observable interest rates at the end of the period and discount them at a discount rate that reflects credit risk.

  1. Valuation techniques and inputs of Level 3 fair value measurement Derivatives - Convertible corporate bond redemption rights are based on the use of binary tree convertible bond evaluation model to estimate the fair value, the significant unobservable input value adopted is the stock price volatility. When stock price volatility increases, the fair value of these derivatives will increase.

57

(III) Classification of financial instruments
Financial assets
Measured at fair value through
gain or loss
Designated as fair value
through profit and loss
Mandatorily measured at fair
value through profit or loss
Financial assets measured at
amortized cost (Note 1)
Financial liabilities
Measured at fair value through
gain or loss
Designated as fair value
through profit and loss
Valuation of cost after
amortization (Note 2)
December 31, 2020
$ 1,224
8,788
3,890,742
-
3,149,083
December 31, 2019
$ -
-
3,146,641
3,392
3,743,292
  • 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 financial management department reports monthly to the management of the combined company, and the management would carry out risk monitoring and policy implementation based on its duties and responsibilities to mitigate risk exposure.

  1. Market risks

  2. 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).

58

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 Group's sales and purchase transactions are denominated in foreign currency; as a consequence, the Group is exposed to the risk of fluctuation in the exchange rate.

For the monetary assets and liabilities of the combined company denominated in non-functional currencies on the balance sheet date (including those monetary items denominated in non-functional currencies that have been written off in the consolidated financial statements), please refer to Note 40.

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. A positive number in the table below indicates an increase in net profit before income tax that would result when the functional currency strengthens 1% against the relevant currency. For a 1% weakening of NTD against the relevant currency, the effect on the net profit before income tax would be the same amount in negative.

uld be the same amount in negative.
Increase in net profit
before tax
Impact of USD
2020
$ 4,555
2019
$ 1,387

The impact of profit and loss is mainly derived from the USD-denominated cash and cash equivalents, receivables, and payables that are still in circulation at the balance sheet date of the combined company and have not been hedged with cash flow.

  • (2) Interest rate risk

By taking out loans at both the fixed rate and the floating rate at the same time, the Group is exposing to interest rate risk. The policy of the combined company is to maintain floating-rate borrowings to reduce the risk of interest rate changes, and currently does not operate interest rate hedging tools. The management of the combined company will monitor the interest rate risk timely, and will take necessary measures to respond to the risk control caused by the huge changes in market interest rates if necessary.

59

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: December 31, 2020 December 31, 2019

Interest rate risks with
cash flow
Financial assets $ 1,674,397 $ 1,046,790
Financial
liabilities 1,319,347 2,075,104

Sensitivity analysis

The sensitivity analysis below is based on the non-derivative instruments' interest rate risk exposure at the balance sheet date. For liabilities at floating interest rates, the analysis assumes they are outstanding throughout the reporting period if they are outstanding at the balance sheet date. The rate of change used when reporting interest rates within the Group to key management levels increased or decreased by 0.5%, which also represents the management's assessment on the reasonably possible scope of the interest rate.

If interest rate increases/decreases by 0.5%, held other variables constant, the combined company's income before tax will increase/decrease by NT$ 1,775 thousand and NT$ 5142 thousand for 2020 and 2019, respectively.

  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.

60

  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 December 31, 2020 and 2019.

  • (1) Liquidity and interest rate risk of non-derivative financial liabilities The non-derivative financial liabilities with agreed repayment periods. The tables had been drawn up based on the undiscounted cash flow. Therefore, the Consolidated Company may be required to repay a bank loan immediately and the possibility is listed in the table below and categorized into the earliest period line item disregard the probability of exercising such right on instance by the bank. The analysis of the maturity of other non-derivative financial liabilities is prepared in accordance with the agreed repayment date.

December 31, 2020

ayment date.
ember 31, 2020

Non-derivative financial
liabilities
Bank loans
Notes payable
Accounts payable
Other payables
Lease liabilities
Corporate bonds payable
Within 1 year
$ 772,658
174,106
1,566,068
280,432
54,985

-
$ 2,848,249
1 -5 years
$ -
-
-
-
130,619
360,000
$ 490,619
More than 5
years









$ $ -
-
-
-
4,042
-
4,042

Further information on the maturity analysis of lease liabilities is listed as follows:

ows:

Lease liabilities
Within 1 year
$ 62,977

1-5 years
$ 141,962

More than 5
years
$ 4,067

61

December 31, 2019

cember 31, 2019

Non-derivative financial
liabilities
Bank loans
Notes payable
Accounts payable
Other payables
Lease liabilities
Corporate bonds payable
Within 1 year
$ 965,312
183,304
1,466,225
190,962
47,803

-

$ 2,853,606
1-5 years More than 5
years





$ 350,000
-
-
-
104,827
595,000
$ 1,049,827




$ -
-
-
-
15,513
-
$ 15,513

Further information on the maturity analysis of lease liabilities is listed as follows:

ows:

Lease liabilities
Within 1 year
$ 55,398

1-5 years
More than 5
years
$ 116,673
$ 16,002
  • (2) Credit limit
dit limit
Unsecured bank loan line
Amount used
Amount unused
Secured bank loan line
Amount used
December 31, 2020
$ 772,658
1,813,667
$ 2,586,325
$ -
December 31, 2019
$ 965,312
2,396,901

3,362,213
$ 350,000
$

XXXIV. 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. The transactions between the Group 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 Lemtech acquisition on July 1, 2019) Cryomax System Corp.)

62

(II) Operating revenue

perating revenue
Accounting item
Sales
Category of related parties
Affiliates

2020
$ 7,331
2019
$ 9,582

There are no significant differences between the terms and conditions of sales and collection for related parties and that of general transactions.

  • (III) Purchase of goods
urchase of goods
Category of related parties
Affiliates
2020 $ - 2019
$ 14,500

There are no significant differences between the terms and conditions of purchase and payment for related parties and that of general transactions.

  • (IV) Account receivables from related parties (excluding loans extended to related parties and contract assets)
nd contract assets)
Accounting item
Accounts
receivable
Category of related parties
Affiliates

December 31,
2020
$ 3,625
December 31,
2019
$ 667

The related parties in circulation did not receive guarantees, and no loss allowances were set aside for receivables from related parties for the years ended December 31, 2020 and 2019.

  • (V) Remuneration to the management
020 and 2019.
emuneration to the management
Short-term employee benefits 2020
$ 35,517
2019
$ 41,616

The remuneration for directors and other key management is determined by the remuneration committee based on personal performance and market trends.

XXXV. Pledged Assets

The following assets have been provided as the collateral for financing borrowings:

Bank deposits-restricted (accounts
for financial assets measured at
amortized cost)
Land
December 31, 2020
$ 4,141
-
$ 4,141
December 31, 2020
$ 4,141
-
$ 4,141
December 31, 2019 December 31, 2019
$ $ $ 79,436
493,598
$ 573,034

63

XXXVI. 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 June 26, 2018. The complaint was filed with the Higher People's Court of Jiangsu Province on June 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 the 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 is 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 prove its claim, thus the payment of compensation is unlikely. The case was first trialed in court on January 25, 2019. At 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 January 15, 2019.

XXXVII. Losses Due to Major Disasters: None.

XXXVIII. Other Matters

The combined company is affected by the global pandemic of COVID-19, which has caused the suspension of economic and commercial activities in various countries. After evaluating items such as operating conditions and capital use, the epidemic did not cause significant abnormal effects on the combined company, and sales and production activities related to operations were operating normally. However, the epidemic has directly affected global market operations. The combined company will also pay close attention to the follow-up impact of the epidemic, evaluate market changes immediately, and take relevant anti-epidemic measures timely.

64

XXXIX. Significant Events after the Balance Sheet Date: None.

XL. Information on Foreign Currency-denominated Assets and Liabilities of Significant Influence

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.

Information on foreign currency-denominated assets and liabilities of significant influence is as follows:

December 31, 2020

influence is as follows:
December 31, 2020
Foreign
currency
Foreign
currency assets
Monetary items
USD
$ 20,748
USD
24,271
RMB
2,235
RMB
17
JPY
500
JPY
67,745
EUR
1
EUR
2,842,557
Foreign
currency
liabilities
Monetary items
USD
18,509
USD
10,562
JPY
7,555
EUR
1,850
December 31, 2019
Foreign
currency
Foreign
currency assets
Monetary items
USD
$ 11,683
USD
18,256
RMB
3,218
RMB
96,182
JPY
500
JPY
72,875
EUR
500
Exchange rate


28.5595 (USD:NTD)

6.5249 (USD:RMB)

4.3770 (RMB:NTD)

0.1533 (RMB:USD)

0.2763 (JPY:NTD)

0.0631 (JPY:RMB)

35.0200 (EUR:NTD)

8.0009 (EUR:RMB)

28.5595 (USD:NTD)

6.5249 (USD:RMB)

0.0631 (JPY:RMB)

8.0009 (EUR:RMB)
Exchange rate


30.0325 (USD:NTD)

6.9762 (USD:RMB)

4.3050 (RMB:NTD)

0.1433 (RMB:USD)

0.2760 (JPY:NTD)

0.0641 (JPY:RMB)

33.5900 (EUR:NTD)
Carrying amount

$ 592,566

693,173

9,785

75

138

18,718

32

99,546
$ 1,414,033

$ 528,611

301,633

2,087

64,787
$ 897,118
Carrying amount

$ 350,869

548,287

13,854

414,117

138

20,114

16,795

(Continued)

65

(Continued from previous page)

EUR
PHP
Foreign
currency
liabilities
Monetary items
USD
USD
JPY
Foreign
currency
$ 1,161
46,129
13,943
11,377
30,992
Exchange rate


7.8026 (EUR:RMB)

0.5847 (PHP:NTD)

30.0325 (USD:NTD)

6.9762 (USD:RMB)

0.0641 (JPY:RMB)
Carrying amount Carrying amount Carrying amount Carrying amount




$
$ $

The combined company is mainly exposed to foreign currency exchange rate risks of RMB, 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. The realized and unrealized foreign currency exchange profits and losses that have a significant impact are as follows:

Functional
currency
NTD

RMB

USD

CZK

PHP
2020 Net
exchange
gains and
losses
$ 4,226
(
44,762)
(
764)
(
2,795)
518
($ 43,577)
2019
Functional
Currency and
Presentation
Currency
1.0000
(NTD:NTD)
4.3770
(RMB:NTD)
28.5595
(USD:NTD)
1.3303
(CZK:NTD)
0.5861 (PHP:NTD)
Functional Currency
and Presentation
Currency
1.0000 (NTD:NTD)
4.3050 (CNY:NTD)
30.0325 (USD:NTD)
1.3249 (CZK:NTD)
0.5847 (PHP:NTD)
Net
exchange
gains and
losses

$
(


($

2,389
1,145
7,030)
992
(
528)

3,032)

XLI. Supplementary 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) (Attachment 3)

  4. Accumulated purchase or disposal of individual marketable securities equal to or in excess of NT$300 million or 20% of paid-in capital (None)

  5. Acquisition of real estate at cost in excess of NT$300 million or 20% of paid-in capital (None)

66

  1. Disposal of real estate at cost in excess of NT$300 million or 20% of paid-in capital (Attachment 4)

  2. Purchases or sales to related parties of at least NT$100 million or 20% of paid-in capital (Attachment 5)

  3. Accounts receivable from related parties equal to or in excess of NT$100 million or 20% of paid-in capital (Attachment 6)

  4. Engage in derivative transactions (Note 7 and 33)

  5. Others: Business relationships, important transactions and the amounts between parent company and subsidiaries (Attachment 7)

  6. Information on investees (Attachment 8)

  7. (III) Information on investments in China:

  8. 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 9)

  9. 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 9)

    • (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.

  10. (IV) Information on major shareholders: Names of shareholders with a shareholding ratio of 5% or more and the amount and proportion of shareholding. (Attachment 10)

67

XLII. Segment 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 combined company’s reporting segments is presented as follows:

Taiwan R&D segment

China manufacturing segment

Others

Department revenues and the results of operations

  • (I) The combined company's revenue and operational results by reportable segment are analyzed as follows:

2020

analyzed as follows:
2020
Revenue from external
customers
Intercompany revenue
Department Revenue
Interest income
Other company's income
Finance costs
Depreciation and amortization
Share of gains (losses) of
affiliates accounted for using
equity method
Income tax expenses (benefits)
Departments gain (loss)
Departments assets
Departments liabilities
2019
Revenue from external
customers
Intercompany revenue
Department Revenue
Interest income
Other company's income
Finance costs
Depreciation and amortization
Share of gains (losses) of
affiliates accounted for using
equity method
Income tax expenses (benefits)
Departments gain (loss)
Departments assets
Departments liabilities
Taiwan R&D
segment
$ 804,053
160,448
$ 964,501
$ 203
709
12,566
-
21,148
$ 75,776
$ 769,054
$ 480,255
Taiwan R&D
segment
$ 303,453
113,158
$ 416,611
$ 310
198
7,547
-
7,290
$ 22,332
$ 375,493
$ 162,469
China
manufacturing
segment

$ 3,082,679
666,208
$ 3,748,887

$ 9,015

25,076

212,436

174,446

99,655
$ 523,605
$ 5,213,797
$ 2,194,922
China
manufacturing
segment

$ 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
Others
$ 1,584,518
177,970
$ 1,762,488
$ 8,485
25,466
36,588
964,821
67,291
$ 995,146
$ 7,944,209
$ 1,735,691
Others
$ 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
Intercompany
netting
$ -
(1,004,626)
( $ 1,004,626)
($ 12,507)
(12,507)
-
(1,139,604)
-
($ 1,139,604)
($ 7,535,341)
($ 611,751)
Intercompany
netting
$ -
(
187,893)
($ 187,893)
($ 19,097)
(19,097)
-
(611,223)
-
($611,223)
($ 5,980,824)
($ 662,296)
Total















$ 5,471,250
-
5,471,250
5,196
18,745
$ 5,495,191
$ 38,744
261,590
(337)
188,094
$ 454,923
$ 6,391,719

$ 3,799,117

Total
















(




$ 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

Interdepartmental sales are based on market prices.

Segment profit refers to the profit earned by each segment, including the apportionable headquarters management cost and directors’ remuneration, the share of profits and losses of affiliated companies that adopt the equity method, rental income, interest income, disposition of real estate, plant, and equipment profits and losses, foreign currency exchange net (profit) losses, financial instrument evaluation profits and losses,

68

financial cost, 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:

ontinuing business units is as follows:
Computer, communication and
consumer electronics
Motor vehicles
Building materials
Toolings and others
2020
$ 2,713,905
1,664,095
62,913
1,030,337
$ 5,471,250
2019
$ $
2,845,323
1,749,079
76,140
372,115

5,042,657

(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 customers NON-CURRENT ASSETS

Asia
America
Europe
2020
$ 4,740,212
447,348
283,690
$ 5,471,250
2019
$ 4,562,467
289,472
190,718
$ 5,042,657
December 31,
2020

$ 1,753,613

-
-
$ 1,753,613
December 31,
2019
December 31,
2019



$ 2,260,969
-
-
$ 2,260,969

Non-current assets do not include deferred income tax assets.

(IV) Information of main customer

The annual revenues of 2020 and 2019 are NT$5,471,250 thousand and NT$5,042,657 thousand, the revenue from single customers of the company reaching more than 10% of the total revenue of the combined company are as follows:

Customer F (Note 1)
Customer G (Note 1)
Customer C (Note 2)
2020
$ 1,041,466
791,490
631,185
$ 2,464,141
2019 2019
$ 1,132,423
938,320
136,916
$ 2,207,659

Note 1: This is revenue from electronics categories. Note 2: This is revenue from molds and other categories.

69

Unit: Unless Specified Otherwise , NTD thousands.

Lemtech Holdings Co., Limited and its subsidiaries Loans extended to others

2020

Attachment 1

No.
(Note
1)
Lending company
Borrower
General
ledger
account
Related
party
or not
Maximum
Balance for the
Period
Balance at the
end of period
(Note 2)
Actual
expenditure
Interest
range
Nature of
loan
Business
transaction
amount
Reason for
short-term
financing
Allowance for
bad debts
recognized
Collateral Collateral Financing limit
for each
borrower (Note
3)
Total loan limit
(Note 3)
Remarks
Name Value
0
1
1
1
2
2
Lemtech
Holdings Co.,
Limited
Lemtech Global
Solution Co. Ltd.
Lemtech Global
Solution Co. Ltd.
Lemtech Global
Solution Co. Ltd.
Lemtech
Precision Material
Lemtech
Precision Material
Zhenjiang
Yelianchuang
Surface Treatment
Technology Co.,
Ltd.
Lemtech Precision
Material
Lemtech
Technology Limited
Lemtech Industrial
Services Ltd

Zhenjiang
Yelianchuang
Surface Treatment
Technology Co.,
Ltd.

Kunshan Lemtech
Electronics
Technology Co.,Ltd
Other
receivables
Other
receivables

Other
receivables
Other
receivables
Other
receivables
Other
receivables

Yes

Yes

Yes

Yes

Yes

Yes
$ 27,225
203,228
75,625
15,125
153,265
65,685

$ -

-

71,200

-

153,195

65,655

$ -

-

71,200

-

153,195

-

3%-4%

3%

5%

4%

5%

5%
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
$ -
-
-
-
-
-

-

-

-

-

-

-
$ -
-
-
-
-
-
$ 1,030,388

1,079,224

1,079,224

1,079,224

1,116,746

1,116,746
$ 1,030,388

1,079,224

1,079,224

1,079,224

1,116,746

1,116,746





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 Paragraph 1, Article 14 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$2,575,969 thousand x 40% = NT$1,030,388 thousand; the limit for a single entity is NT$2,575,969 thousand x 40% = NT$1,030,388 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$2,698,060 thousand x 40% = NT$1,079,224 thousand; the limit for a single entity is NT$2,698,060 thousand x 40% = NT$1,079,224 thousand.

  • (4) 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$2,791,866 thousand x 40% = NT$1,116,746 thousand; the limit for a single entity is NT$2,791,866 thousand x 40% = NT$1,116,746 thousand.

70

Lemtech Holdings Co., Limited and its subsidiaries Endorsement/guarantee provided for others 2020

Attachment 2

(In Thousands of NTD, Unless Stated Otherwise)

No.
(Note 1)
Endorsement/guarantee
provider name
Subject of endorsements/guarantees Subject of endorsements/guarantees Limit on
endorsements/gua
rantees provided
for a single party
Maximum
balance for this
period
Endorsement and
guarantee closing
balance
Actual
expenditure
Amount of
endorsement/guar
antee
collateralized by
properties
Ratio of
Accumulated
Endorsements/G
uarantees to Net
Worth per Latest
Financial
Statements(%)

Endorsements/Gu
arantees
Maximum limit
Guarantee
provided
by parent
company
to a
subsidiary
Guarantee
provided
by a
subsidiary
Guarantee
provided
to
subsidiarie
s in China
Name Relationship
(Note 2)
0
0
0
0
0
1
2
Lemtech Holdings Co.,
Limited
Lemtech Holdings Co.,
Limited
Lemtech Holdings Co.,
Limited
Lemtech Holdings Co.,
Limited
Lemtech Holdings Co.,
Limited
Lemtech Technology Limited
Lemtech Precision Material
Kunshan Lemtech Slide Technology
Co., Ltd.
Lemtech Precision Material (Czech)
s.r.o.
Lemtech Technology Limited
Lemtech Precision Material
Lemtech Energy Solutions
Corporation
Lemtech Holdings Co., Limited
Kunshan Lemtech Electronics
TechnologyCo.,Ltd
2
2
2
2
2
3
4
$ 3,091,163
3,091,163
3,091,163
3,091,163
3,091,163
538,570
3,350,239

$ 30,250

234,532

469,920

363,000

30,020

151,250

131,370

$ 28,480

119,068

469,920

341,760

28,480

142,400

131,310

$ 28,480

119,068

288,901

199,360

28,480

142,400

131,310

$ -

-

-

-

-

-

-

1.11%

4.62%

18.24%

13.27%

1.11%

31.72%

4.70%
$ 7,727,907
7,727,907
7,727,907
7,727,907
7,727,907
1,346,424
8,375,598

Yes

Yes

Yes

Yes

Yes

No

No
No
No
No
No
No
Yes
No
Yes
No
No
Yes
No
No
Yes

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: The relationships between endorsers/guarantors and endorsees/guarantees are categorized into the following 7 types. Please specify the type.

  • (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 Article 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 2,575,969 thousand x 300% = 7,727,907 thousand; the limit for endorsement guarantee for a single enterprise is 2,575,969 thousand × 120% = 3,091,163 thousand.

    • According to the above provisions, the maximum limit for Lemtech Technology Limited's external endorsement guarantee is 448,808 thousand x 300% = 1,346,424 thousand; the limit for endorsement guarantee for a single enterprise is 448,808 thousand x 120% = 538,570 thousand.

    • According to the above regulations, the maximum limit for guarantee for endorsement by Lemtech Precision Material (China) is 2,791,866 thousand x 300% = 8,375,598 thousand; the limit for endorsement guarantee for a single enterprise is 2,791,866 thousand × 120% = 3,350,239 thousand.

71

Lemtech Holdings Co., Limited and its subsidiaries Securities Held at End of Period December 31, 2020

Attachment 3

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Securities Holding
Company
Type and Name of Securities Relationship with
Issuer of Securities
Ledger Account Ending Balance Ending Balance Remarks
Number of Shares
(in Thousands)
Carrying amount Shareholding
percentage
Fair value
Lemtech Precision Material
(China)
Corporation

Structured deposits
- structured deposits of DBS
Bank
- Financial assets at fair value
through profit or loss
- $ 8,788 - $ 8,788 -

72

Lemtech Holdings Co., Limited and its subsidiaries Disposal of Real Estate Amounting to NT$300 Million or 20% of the Paid-in Capital or More 2020

Attachment 4

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Real Estate
Company Disposal
Name of the real
estate
Date of
occurrence
Original
Acquisition
Date
Carrying amount
Transaction
amount
Receivable
Collection
Gains (Losses)
on Disposal
Counterparty RELATIONS Disposal
purpose
Basis of
Reference for
Price
Determination
Other
commitments
Lemtech Holdings
Co., Limited
Land Nos. 274
and 289 of
Hwaya Section,
Guishan District,
Taoyuan City
109.09.09 107.11.09 $ 493,598 $ 520,997 Full payment
received
$ 27,399 Sef
Technology
Co., Ltd.
None Activated
assets
Refer to market
price of and
professional
appraisal report
on the nearby real
estate

None
  • Note 1: If the asset acquired is required to be disposed, 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.

73

Lemtech Holdings Co., Limited and its subsidiaries Amount of purchases from and sales to related parties reaching NT$100 million or 20% of its paid-in capital 2020

Attachment 5

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Name of company
selling or purchasing
Counterparty RELATIONS Transaction details Transaction details Situation and reason of why trading
conditions are different from
general trading
Situation and reason of why trading
conditions are different from
general trading

Accounts and notes receivable
(payable)

Accounts and notes receivable
(payable)
Remarks
Purchase/sale
Sum
Ratio to Total
Purchase (sell)
Loan period Unit price Loan period Balance Ratio to total
note or account
receivables
(payables)
Lemtech Philippine
Thermal System Inc.
LDC Precision
Engineering Co., Ltd.
Lemtech Precision
Material
Lemtech Cooling System
Limited
Lemtech Technology
Limited
Lemtech Technology
Limited
Subsidiary
Affiliates
Parent company
Sales
Sales
Sales
$ 166,721
106,917
189,181

92.64%

11.69%

8.48%
60 days
60 days
90 days
According to the
company's
transfer pricing
policy system
According to the
company's
transfer pricing
policy system
According to the
company's
transfer pricing
policy system
-
-
-
Accounts
receivable
$ 29,802
Accounts
receivable
32,905
Accounts
receivable
74,461
100%
7.51%
6.70%

74

Lemtech Holdings Co., Limited and its subsidiaries Account receivables from related parties reaching NT$100 million or 20% of its paid-in capital December 31, 2020

Attachment 6

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Name of company with
accounts receivable on
account
Name of the counterparty RELATIONS Balance of
receivables from
related parties
Turnover rate Overdue receivables from related parties Overdue receivables from related parties Amounts received
from related parties
in subsequent
period

Allowance for loss
amount
Sum Action taken
Lemtech Precision Material Zhenjiang Emtron Surface
Treatment Limited
Affiliates Other receivables
$ 156,843
Notes: $ - - $ 13,798 $ -

Notes: Categorized as other receivables, thus turnover rate is not calculated.

75

Lemtech Holdings Co., Limited and its subsidiaries Intercompany Relationships and Significant Intercompany Transactions 2020

Attachment 7

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No.
(Note 1)
Name of the trader Name of the transaction counterparty Relationship (Note 2) Conditions of transactions Conditions of transactions
Account Sum Terms of transaction Percentage of
Consolidated Total
Revenue or Total
Assets (%) (Note 3)
0
1
2
3
3
3
3
3
3
3
3
3
4
4
5
5
5
5
5
5
6
6
7
7
Lemtech Holdings Co., Limited
Lemtech Global Solution Co. Ltd.
Lemtech Industrial Services 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 Precision Material
Lemtech Technology Limited
Lemtech Technology Limited
LDC Precision Engineering Co., Ltd.
LDC Precision Engineering Co., Ltd.
LDC Precision Engineering Co., Ltd.
LDC Precision Engineering Co., Ltd.
LDC Precision Engineering Co., Ltd.
LDC Precision Engineering Co., Ltd.
Kunshan Lemtech Electronics Technology Co.,Ltd
Kunshan Lemtech Electronics Technology Co.,Ltd
Lemtech Cooling System Limited
Lemtech Cooling System Limited
Lemtech Technology Limited
Lemtech Technology Limited
Kunshan Lemtech Slide Technology Co., Ltd.
Lemtech Precision Material (Czech) s.r.o.
Lemtech Precision Material (Czech) s.r.o.
Lemtech Technology Limited
Lemtech Technology Limited
Kunshan Lemtech Electronics Technology Co.,Ltd
Kunshan Lemtech Electronics Technology Co.,Ltd
Kunshan Lemtech Electronics Technology Co.,Ltd
Zhenjiang Emtron Surface Treatment Limited
Zhenjiang Emtron Surface Treatment Limited
Kunshan Lemtech Slide Technology Co., Ltd.
Kunshan Lemtech Slide Technology Co., Ltd.
Lemtech Technology Limited
Lemtech Technology Limited
Lemtech Energy Solutions Corporation
Lemtech Energy Solutions Corporation
Kunshan Lemtech Slide Technology Co., Ltd.
Kunshan Lemtech Slide Technology Co., Ltd.
Lemtech Philippine Thermal System Inc.
Lemtech Philippine Thermal System Inc.
Lemtech Philippine Thermal System Inc.
Lemtech Philippine Thermal System Inc.
1
1
1
1
1
1
1
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
1
1
Other income
Other receivables
(payables)
Purchase/Sales revenue
Account receivables
(payment)
Sales revenue (purchase)
Account receivables
(payment)
Sales revenue (purchase)
Other receivables
(payables)
Account receivables
(payment)
Sales revenue (purchase)
Other receivables
(payables)
Sales revenue (purchase)
Account payables
(receivables)
Purchase/Sales revenue
Account receivables
(payment)
Sales revenue (purchase)
Account receivables
(payment)
Purchase/Sales revenue
Account payables
(receivables)
Purchase/Sales revenue
Account receivables
(payment)
Sales revenue (purchase)
Account payables
(receivables)
Purchase/Sales revenue
$ 18,345
74,529
25,049
25,186
44,097
74,461
189,181
39,340
55,325
68,340
156,843
12,450
42,457
87,845
32,905
106,917
11,541
24,233
13,464
23,588
10,627
62,327
29,802
166,721
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
Transaction
General Terms of
Transaction
General Terms of
Transaction
General Terms of
Transaction
General Terms of
Transaction
0.34%
1.17%
0.46%
0.39%
0.81%
1.16%
3.46%
0.62%
0.87%
1.25%
2.45%
0.23%
0.66%
1.61%
0.51%
1.95%
0.18%
0.44%
0.21%
0.43%
0.17%
1.14%
0.47%
3.05%

76

  • 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.)

  • 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: The above transactions have been offset in the consolidated statements.

  • Note 5: The significant transactions of this form may be determined by the company according to the principle of materiality.

77

Lemtech Holdings Co., Limited and its subsidiaries Name of investee, location, etc.

2020

Attachment 8

Units: NT$1,000

Investor company Name of investees Location Principal business activities Original investment amount Original investment amount Balance at the end of Balance at the end of theperiod Net gain or loss of the
investee
Recognized
investment gain/loss
of the currentperiod
Remarks
End of the period End of last year Shares Ratio % Carrying amount
The Company
The Company
The Company
Lemtech Cooling System
Limited
Lemtech Cooling System
Limited
Lemtech Precision Material
(China)
Lemtech Precision Material
(China)
Lemtech Precision Material
Lemtech Technology Limited
Lemtech Technology Limited
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.
With significant influence
Aapico Lemtech Co.,Ltd.
Republic of
Mauritius
Hong Kong
Samoa
Taiwan
Philippines
Hong Kong
Taiwan
Czechia
USA
Thailand
General investment
General investment
Sales of electronics and computer
peripheral components
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
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
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
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
R&D, production, manufacturing and
assembly of automotive, electronics
and computerperipheralparts
$ 112,397
214,320
6,583
30,000
75,227
597
9,524
195,984
1,502
16,452

$ 112,397

154,220

6,583

30,000

6,100

597

9,524

195,984

1,502

16,452

2,500,000

7,000,000

1,425,000

3,000,000

11,000,000

20,000

-

-

50,000

160,000
100
100
57
100
100
100
100
100
100
40
$ 2,698,060
280,837
34,649
12,503
56,272
448,808
280,323
96,083
462
30,758

$ 374,697

83,039

3,748

(
13,334)

(
7,457)

89,029

89,110

(
3,521)

(
235)

(
842)

$ 374,697
83,039

2,137

(
13,334)

(
7,457)

89,029

89,110

(
3,521)

(
235
)

(
337)
Subsidiaries
Subsidiaries
Subsidiaries
Second-tier
subsidiaries
Second-tier
subsidiaries
Third-tier
subsidiary
Third-tier
subsidiary
Third-tier
subsidiary
Third-tier
subsidiary
Investees
recognized under
the equitymethod

Note 1: Please refer to Attachment 8 for information on investee in China.

78

Lemtech Holdings Co., Limited and its subsidiaries Information on investments in China

2020

(Attachment 9)

Unit: Thousand of NTD; foreign currency (thousand)

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 current period
Remittance or recovery of investment
amount in the current period
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
Remit Regain
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
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
company and their
raw materials and
mechanicalequipment
$ 65,043
(RMB14,352)
286,242
(RMB66,000)
286,242
(RMB66,000)

69,758
(RMB15,000)
60,990
(RMB14,060)


83.33% equity held
by Lemtech Holdings
Co., Limited


99.81% equity held
by Lemtech Global
Solution Co. Ltd.


0.19% equity held by
Lemtech Holdings
Co., Limited


100% invested by
Lemtech Industrial
Services Ltd.

100% owned by
Lemtech Cooling
System Limited
$ -
-
-
-
-

$ -

-

-

-

-

$ -

-

-

-

-

$ -

-

-

-

-

($ 15,201)

421,152

421,152

10,142

112,236

83.33

99.81

0.19

100

100
($ 14,998)
420,350
(Note)
802
(Note)
10,142
112,236
(Note)

$ 27,444

2,786,561

5,305

58,609

175,942

$ -

-

-

-

-

(Continued)

79

(Continued from previous page)

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 current period
Remittance or recovery of investment
amount in the current period
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
Remit Regain
Lemtech Electronic
Technology
(Changshu) Co.,
Ltd. (hereinafter
referred to as
Lemtech
(Changshu)
Company)

Electronic component
manufacturing,
electronic component
wholesale, electronic
special material
manufacturing,
electronic special
material sales,
electronic special
material research and
development, lighting
equipment
manufacturing,
lighting equipment
sales, manufacturing
of auto parts and
accessories,
manufacturing of solar
equipment and
components, sales of
solar equipment and
components,
manufacturing of
computer software
and hardware
equipment, sales of
communication
equipment

$ 43,305
(RMB10,009)

100% owned by
Lemtech Cooling
System Limited
$ -
$ -

$ -

$ -

($ 2,500)

100

($ 2,500)

$ 41,228

$ -

Notes: 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. 2. Limit on the amount of investment in China

Limit on the amount of investment in China
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. Major transactions with any investee company in mainland China directly or indirectly through a third region: Attachment 7.

  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.

80

Lemtech Holdings Co., Limited and its subsidiaries Information on Major Shareholders December 31, 2020

Attachment 10

Shareholder's name Shareholding Shareholding
Shareholding
(shares)
Shareholding
percentage
Hsu, Chi-Feng
Chan Kim Seng Maurice
CTBC BANK CO., LTD IN CUSTODY FOR Yehang
Investment Account
7,288,906
5,133,708
4,999,921
14.41%
10.15%
9.89%

Notes: The major shareholder information in this table is based on Taiwan Depository & Clearing Corporation’s data of shareholders who hold more than 5% of the Company’s ordinary shares and preferred stock (including treasury shares), for which electronic registration and delivery were completed, on the last business day of the quarter. Share capital indicated in the Company's consolidated financial statements may differ from the actual number of shares that have been issued and delivered without physical registration as a result of the different basis of preparation.

81