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LOTES Annual Report 2019

Jul 22, 2020

52339_rns_2020-07-22_a56d3335-dfe0-4b41-98da-7ea9b49a38f9.pdf

Annual Report

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Stock Code: 3533

==> picture [96 x 30] intentionally omitted <==

Lotes Co., LTD

2019

Annual Report

Notice to readers

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

Published on May 10, 2020 Enquiry on the annual report: http://mops.twse.com.tw

  1. Information on the Company's spokesperson and acting spokesperson.
Name Title Telephone
Number
E-mail Address E-mail Address
Spokesperson Liu,
Hsing-Hsia
Financial
manager
(02)24331110 [email protected]
Acting
Spokesperson
Tsai,
Ming-Jui
Sales Vice
President
(02)24331110 [email protected]
  1. The name, address, and telephone number of the Company’s headquarters and factories
Name Address Telephone Number
Headquarter No. 15, Wuxun St., Anle Dist., Keelung City (02)24331110
Factory No. 15, Wuxun St., Anle Dist., Keelung City (02)24331110
  1. The name, address, website, and telephone number of the agency handling shares transfer

  2. Name: SinoPac Securities Corporation Stock Registration Division

Address: 3F., No. 17, Bo’ai Rd., Taipei City

Website: http://securities.sinopac.com/

Telephone Number: (02) 2381-6288

  1. The name of the certified public accountant who duly audited the annual financial report for the most recent fiscal year, and the name, address and telephone:

Name of Accountants: Chung, Tan-Tan, Chen, Fu-Wei

Name of Accounting Firm: KPMG Taiwan

Address: 68F., No. 7, Sec. 5, Xinyi Rd., Taipei City

Website: http://www.kpmg.com.tw

Telephone Number: (02) 8101-6666

  1. the name of any exchanges where the company’s securities are traded offshore, and the method by which to access information on said offshore securities: N/A

  2. Company website: http://www.lotes.com.tw

1

Contents

Contents
I. LETTERS TO SHAREHOLDERS ......................................................................................................................................... 3
II. COMPANY PROFILE ....................................................................................................................................................... 6
III. CORPORATE GOVERNANCE REPORT .............................................................................................................................. 9
1. ORGANIZATION:.......................................................................................................................................................................... 9
2. INFORMATION ONDIRECTORS, SUPERVISORS, PRESIDENT, VICEPRESIDENT, ASSOCIATEPRESIDENT, HEADS OF DEPARTMENTS AND BRANCHES... 12
3. REMUNERATION OFDIRECTORS, SUPERVISORS, PRESIDENTS,ANDVICEPRESIDENTS: ............................................................................. 22
4. CORPORATE GOVERNANCE OPERATIONS......................................................................................................................................... 30
5. ACCOUNTANTS’ INFORMATION.................................................................................................................................................... 52
6. TRANSFER OR PLEDGE OF SHARES BY THE COMPANY'S DIRECTORS,SUPERVISORS,MANAGERS AND STOCKHOLDERS WITH MORE THAN10%OF THE
COMPANY'S SHARES: ..................................................................................................................................................................... 54
7. RELATIONSHIP AMONG THETOPTENSHAREHOLDERS....................................................................................................................... 57
8. INFORMATION ON THE NUMBER OF SHARES OF THE COMPANY INVESTED BY THE COMPANY,ANY OF THE COMPANY’S DIRECTORS AND SUPERVISORS
AND EXECUTIVE OFFICERS OR A COMPANY DIRECTLY OR INDIRECTLY CONTROLLED BY THE COMPANY AND CONSOLIDATED PERCENTAGE OF
SHAREHOLDING: ........................................................................................................................................................................... 59
IV. CAPITAL OVERVIEW .................................................................................................................................................... 60
1. CAPITAL AND SHARES................................................................................................................................................................. 60
2. ISSUANCE OF CORPORATE BONDS: NONE....................................................................................................................................... 65
3. ISSUANCE OF PREFERRED SHARES: NONE....................................................................................................................................... 65
4. ISSUANCE OF GLOBAL DEPOSITORY RECEIPTS: NONE......................................................................................................................... 65
5. EMPLOYEE SUBSCRIPTION WARRANTS: ........................................................................................................................................... 65
6. RESTRICTION ON ISSUNING OF NEW EMPLOYEE OPTION: NONE........................................................................................................... 67
7. SHARE ISSUANCE OF MERGER COMPANY: NONE. .............................................................................................................................. 67
8. IMPLEMENTATION OF THE CAPITAL UTILIZATION PLAN: N/A. .............................................................................................................. 67
V. OVERVIEW OF BUSINESS OPERATIONS ........................................................................................................................ 68
1.DESCRIPTION OF THE BUSINESS..................................................................................................................................................... 68
2. OVERVIEW OF MARKET,PRODUCTION AND SALES: ............................................................................................................................ 74
3. EMPLOYEE INFORMATION........................................................................................................................................................... 83
4. DISBURSEMENTS FOR ENVIRONMENTAL PROTECTION........................................................................................................................ 83
5. LABOR RELATIONS..................................................................................................................................................................... 83
6. IMPORTANT CONTRACTS............................................................................................................................................................. 84
VI. OVERVIEW OF FINANCIAL STATUS ............................................................................................................................... 85
1. ACONDENSED BALANCE SHEET AND STATEMENT OF COMPREHENSIVE INCOME FOR THE LAST FIVE YEARS..................................................... 85
2. FIVE-YEAR FINANCIAL ANALYSIS.................................................................................................................................................... 87
3. 2019 AUDITREPORT OFSUPERVISORS FOR THEFINANCIALSTATEMENTS............................................................................................. 91
4. 2019 FINANCIALSTATEMENTS ANDINDEPENDENTAUDITOR’SREPORT............................................................................................... 92
5. 2019 CONSOLIDATEDFINANCIALSTATEMENT ANDINDEPENDENTAUDITOR’SREPORT.......................................................................... 176
VII. REVIEW ANALYSIS OF FINANCIAL POSITION AND OPERATING PERFORMANCE AND RISK ISSUES .......................... 282
1. FINANCIAL [email protected]........................................................................................................................ 282
2. OPERATING PERFORMANCE....................................................................................................................................................... 283
3. CASH FLOW........................................................................................................................................................................... 284
4. THE IMPACT OF MAJOR CAPITAL EXPENDITURES IN THE MOST RECENT YEAR ON FINANCIAL OPERATIONS: NONE. ......................................... 285
5. THE MAIN REASONS FOR THE MOST RECENT ANNUAL REINVESTMENT POLICY AND PROFIT OR LOSS,IMPROVEMENT PLANS AND INVESTMENT PLANS
FOR THE COMING YEAR: ............................................................................................................................................................... 285
6. ANALYZE AND ASSESS THE FOLLOWING RISKS FOR THE MOST RECENT YEAR AND UP TO THE DATE OF PUBLICATION OF THE ANNUAL REPORT: ...... 286
7. OTHER IMPORTANT MATTERS: NONE........................................................................................................................................... 288
VIII. SPECIAL NOTES ..................................................................................................................................................... 289
1. RELATED INFORMATION OF AFFILIATES......................................................................................................................................... 289

2

I. Letters to Shareholders

1. 2019 Report on business operations

(1) Operational overview

The Company's consolidated operating revenue for 2019 was NT$15,088 million, up 13.35% from NT$13,311 million in 2018, and consolidated net income after tax was NT$2,076 million, up 29.10% from NT$1,608 million in 2018, translating to an after-tax earnings per share of NT$20.11.

Looking back at fiscal 2019, the global economy continued to be affected by the situation of trade war tensions between the United States and China, which also affected the sales of some of the Company's products. However, due to the gradual increase in the conversion rate of the new generation server CPU platform this year, as well as the results of the Company's active involvement in the development of new customers and new products, the Company has been able to achieve steady growth in revenue in fiscal 2019 and set a new high in revenue since its establishment. On the profitability side, the continued increase in scale of operations, improved penetration of new products and improved production efficiency also contributed to a 29.06% growth in profitability in fiscal 2019 compared to 2018 and a solid profitability performance of $20.11 per share after tax.

(2) Operating plan implementation results and profitability analysis

  • a. Operating plan implementation results

Unit: NT$ thousands

Item 2019 2018 Increased
(decreased)
amount
Increased
(decreased)
proportion
Operating
revenues
15,088,872
13,311,518

1,777,354

13.35%
Operatingcosts 9,620,962
8,962,649

658,313

7.35%
Grossprofit 5,467,910
4,348,869

1,119,041

25.73%
Net income after
tax for the period

2,076,043

1,608,567

652,266

29.06%

b. Financial income and expenditure and profitability analysis

Item Item 2018 2019
Profitability
(%)
Return on total assets 12.71 13.92
Return on total
shareholders’ equity
18.08
19.47

Percentage
to capital
stock
Operating
income to
capital
212.08
265.81
Pre-tax
income to
capital
230.46
273.65
Netprofit margin 12.08
13.75
Earnings per share after
tax
17.21
20.11

3

c. Research and development status

In order to continue to provide customers with high quality products, the Company continues to improve the level of technology and energy in the areas of design, process, quality control and testing, and continues to achieve high growth goals, and has spared no effort in the development of new products to develop small pitch, high density connectors. Recently, in order to meet the future market trend of high-speed connectors, the Company has been actively engaged in high-current and high-frequency connector analysis and development capabilities to meet market demand. In addition, in order to expand our product line and market size, we have successfully developed connectors for high-frequency servers, automobiles, high-speed transmission devices and the latest transmission interface Type-C, etc.

2. 2020 Operating plan and outlook

  • (1) Management plan

a. Management policy

1) To strengthen market linkages between the three markets on both sides of the Strait and coordinate capacity allocation so as to fully grasp market changes and demand.

2) To strengthen the research and development team, continuously develop new products and improve the technical level to enhance the company's core technical capabilities in order to build a competitive advantage.

3) To integrate the Group's resources and improve production and management capabilities to reduce production costs and enhance operational efficiency.

b. Important marketing and production policies

1) To strengthen customer relationship management to enhance competitive efficiency, and to actively maintain close relationships with major international manufacturers.

2) To provide customers with diversified products and services, the company adopts a customer-oriented approach and stays close to market leading manufacturers.

3) To improve the efficiency of factory management and the division of labor between domestic and overseas factories, and to strengthen the inventory management capability to effectively control production costs and enhance the production and sales mechanism.

(2) Outlook for the future

Looking into the future, the Company will continue to face a highly competitive market and a dynamic economic environment. However, in addition to strengthening close cooperation with customers, the Company will continue to develop and improve its existing products and adopt a diversified strategy to enhance market sensitivity by maintaining good cooperation with international professional manufacturers, in order to fully grasp the development trend of new products and research and develop niche products. The Company aims to enhance its competitive

4

edge in the industry and to achieve its operating objectives smoothly, thereby continuously creating maximum value for shareholders.

Best wishes,

Chairperson: Chu, Te-Hsiang President: Ho, Te-Yu Accounting Supervisor: Liu, Hsing-Hsia

5

II. Company Profile

  1. Date of incorporation: August 23, 1986

  2. Company history

  3. 1986 The Company was founded in Wugu Dist., New Taipei City; with total capital of 5 million New Taiwan Dollars; engaged in the manufacturing, processing and trading of various terminals and their finished products.

  4. 1989 Being aware of the electronics industry’s future, the Company began to manufacture/design electronic connectors and other related electronic products.

  5. 1992 Moved to Dawulun Industrial Park, Keelung city.

  6. 1997 ISO 9002 certified; Certified and taken effect of UL certification in the same year.

  7. 1998 Capital increased by cash, total capital was twenty-five million New Taiwan Dollars (NTD25, 000,000).

  8. 2002 ISO 9001:2000 certified.

  9. 2003 Invested factory in Guanghou-Lotes Guanghou Co., Ltd

  10. 2004 Guanghou factory-Lotes Guanghou Co., Ltd was certified and taken effect of ISO 14001. LOTES connectors received ASUS “Environmental Management System “certification. CPU Socket 478 received Intel certification.

  11. Invested factory in Suzhou-Lotes Suzhou Co., Ltd

  12. Suzhou factory-Lotes Suzhou Co., Ltd was certified and taken effect of ISO 9000.

  13. The Company increased capital by cash, increasing total capital to four hundred ninety-five million New Taiwan Dollars (NTD 495, 000,000).

  14. 2005 Lotes Suzhou Co., Ltd was certified and taken effect of ISO 9001:2000. The Company converted surplus into capital, increasing total capital to five hundred

  15. twenty-three million and two hundred thousand New Taiwan Dollars (NTD 523, 200,000)

  16. 2006 The Company converted surplus into capital and increased capital by cash, increasing total capital to five hundred ninety-one million and six hundred sixty thousand New Taiwan Dollars (NTD 591, 660,000).

  17. Approved by Securities and Futures Bureau, Financial Supervision Commission of the Executive Yuan to pass public offering.

Approved by Taipei Exchange to register as emerging stock.

  • 2007 The Company converted capital reserves and surplus into capital, increasing total capital to six hundred thirty-eight million and two hundred thousand New Taiwan Dollars (NTD 638,200,000).

6

Approved by Taiwan Stock Exchange to register as listed company.

The Company increased capital by cash, increasing total capital to seven hundred eleven million and seven hundred forty thousand New Taiwan Dollars (NTD 711, 740,000).

  • 2008 The Company converted surplus into capital, increasing total capital to seven hundred sixty-two million three hundred twenty-seven thousand New Taiwan Dollars (NTD 762, 327,000).

  • Received Intel’s Preferred Quality Supplier (PQS) award

  • 2009 The Company converted employee stock option certificate to capital, increasing total capital to seven hundred seventy-one million and forty-one thousand New Taiwan Dollars (NTD 771, 041,000).

  • 2010 The Company increased capital by cash, increasing total capital to nine hundred thirty-one million and forty-one thousand New Taiwan Dollars (NTD 931, 041,000).

  • 2011 The Company converted employee stock option certificate to capital, increasing total capital to nine hundred thirty-four million and seven hundred seventy-nine thousand New Taiwan Dollars (NTD 934, 779,000).

  • 2012 The Company’s subsidiary, Lintes Technology, had successfully developed Thunderbolt high-speed active transmission cable series products. By passing Intel and Apple’s techconology qualification, Lintes Techonology became the second professional manufacturer receiving the Intel Thunderbolt technology certification and manfacture Thunderbolt cables.

  • 2013 CPU Socket--LGA 2011Pin R0 socket received Intel certification. CPU Socket-- LGA 2011Pin R1 ILM & BP received Intel certification.

  • 2014 Successfully developed HP Smart Socket ILM Joined USBIF to develop a new generation of high speed transmission device, USB Type C

  • 2015 Developed Intel next generation server product, skt P PHLM Received Sanodenki ’s Quality Supplier award.

  • Became qualified supplier for Samsung Mobile Communications business division.

  • 2016 CPU Socket--LGA3674 PHLM for the next generation server received Intel certification. Lotes Guanghou was certified AS9100C: Quality Management Standard for Aviation, Space, and Defense Industries.

2018 The Company’s subsidiary, Lintes Technology’s 40Gb Thunderbolt 3 passive 0.7M cable received Intel certification. 2018 The Company’s subsidiary, Lintes Technology was approved by Taipei Exchange to

7

register as listed emerging stock company.

2019 The Company increased capital by cash, increasing total capital to one thousand thirty-one million and forty-one thousand New Taiwan Dollars (NTD 1,031, 041,000).

The Company’s subsidiary, Lintes Technology was approved by Taiwan Stock Exchange to register as listed company.

8

III. Corporate Governance Report

1. Organization:

  • (1) Organizational chart

==> picture [472 x 256] intentionally omitted <==

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

Board of
Directors
Auditor’s
Office
General
Manager
General Manager’s
Office
Management Dept. Administration Dept. Finance Dept. Sales Dept. R&D Dept. Manufacturing Dept. QA Dept. IT Dept. Legal Affair Dept.
----- End of picture text -----

(2) Businesses operated by each major department:

Department Functions
General Manager 1. By the resolution of the Board of Directors, is responsible to all
shareholders.
2. Overall planning for the Company and its developing direction.
3. Determine organizational structure.
4. Approve and sign off the Company’s major decisions and contracts.
5. Draw up quality policies/quality goals.
General
Manager's Office
1. Assist General Manager in the execution of the overall planning.
Auditing Office 1. Exam and evaluate the integrity, rationality and validity of the Company's
internal control system.
Financial &
Administrative
Department
1. Manage recruitment operations, and personnel information and attendance
2. Plan and execute employee training.
3. Manage miscellaneous affairs.
4. Manage office equipment maintenance and logistics affairs.
5. Human resources management for foreign affiliated companies.

9

Department Functions
Finance
Department
1. Provide relevant financial and management statements for external users
and internal managers
2. Plan and execute annual budget.
3. Raise,operate,and allocate funds.
Finance
Department
4. Prepare and analyze daily accounting, tax and financial statements.
5. Reimburse the Company’s various expenses
6. Evaluate the Company’s business performance and perform cost analysis.
7. Raise and allocate funds for foreign affiliated companies.
Sales Department
1. Expand markets.
2. External product quotations, correspondence and customer reception.
3. Operate order receiving, modifying and invoicing.
4. Collaborate with relevant departments to ensure delivery. Consult with
clients if delivering on time is unachievable.
5. Customer information organization and customer service.
Research &
Development
Department
1. Responsible for the design and execution of newly developed products or
tooling.
2. Manage and communication design changes.
3. Confirm toolingmade.
Manufacturing
Department
1. Production of plastic products: Manufacture products’ plastic parts,
design and modify plastic injection tooling and jigs, maintain on-site
equipment, and manage material.
2. Production of stamping products: Responsible for the manufacture of
terminals, the design and modification of stamping dies and jigs, the
maintenance of on-site equipment, and material management.
3. Responsible for leading supplier management: Procure and manage
material, equipment and daily consumables; Production planning and
control.
4. Stock management of stock materials, semi-finished products and finished
product: Manage and optimize production efficiency and process
capability.
5. Procurement on behalf of foreign affiliated companies.
Quality Control
Department
1. Product quality system control
2. Correction and preventive measures for defective products.
3. Handle customer complaint.
4. Inspect purchased products, self-produced products, finished products and
raw material.
5. Counsel suppliers, inspect and monitor the process of incoming materials,
manufacturing and shipping.

10

Department Functions
IT Department 1. Maintenance of network system
2. Maintenance of software/hardware equipments
3. Maintenance of system
4. Planning and execution of information system.
Legal &
Intellectual
Property Office
1. Patent affairs
2. Legal affairs
3. Intellectual property affairs
Business
Management
Department
1. Responsible for oversea production quality control, delivery business
expansion, customer services, customer/supplier relationship maintenance
and improvement.
2. Operationplanningand analysis ofgroupaffiliated businesses.

11

  1. Information on Directors, Supervisors, President, Vice President, Associate President, Heads of departments and branches

(1) Information on Directors and Supervisors

April 21,2020 April 21,2020 April 21,2020 April 21,2020
Title Nationalit
y/
Country
of Origin
Name Gend
er
Date
elected
Term
(Years)
First
Election
Date
Shareholding when
Elected
Current
Shareholding
Spouse &
Minor
Shareholding
Shareholding
by Nominee
Arrangement
Experience
Education~~~~
Other Position Executives, Directors or
Supervisors who are spouses or
within two degrees of kinship

Rema
rks
Shares % Shares % Shares % Share
s
% Title Name Relation
Chairperson R.O.C. Jiaming
Investment Co.,
Ltd.
Representative:
Chu, Te-Hsiang
Male June 14,
2019
3 October,
2004
10,040,037 9.70% 9,873,037 9.54% 0 0 0 0 Taishan
Senior High
School/
Mechanical
Department;
Lotes Co.,
Ltd./Chairpers
on
Lotes Co., Ltd./Chairperson
Jiaming Investment Co.,
Ltd./Chairperson
Jinling Investment Co.,
Ltd./Supervisor
Good Hope Investments
Limited/Chairperson
LOTES INVESTMENT
LTD./Chairperson
Lotes Suzhou Co., Ltd/Chairperson
Lotes Guanghou Co., Ltd/Vice
Chairperson
Jiayu Investment Co.,
Ltd./Chairperson
Ememe Robot Co., Ltd/Chairperson
Lucemitek Co., Ltd/Legal
Representative of a Director
Lintes Technology Co.,
Ltd/Chairperson
Radinet Communications Inc./Legal
Representative of a Director
Dechuan Investment Co.,
Ltd./Chairperson
Associate
President'
s office

Chu
Chen,
Yi-Hui
Spouse
President Ho, Te-Yu Brothers

12

Director R.O.C. Jiaming
Investment Co.,
Ltd.
Representative:
Ho, Te-Yu
Male
June 14,
2019
3 October,
2004
10,040,037 9.70% 9,873,037 9.54% 0 0 0 0 Chung-Pu
Junior High
School
Northern
Occupational
Training
Council /
Department of
Die Molding
Panyu Deyi
Ltd.
/President

Lotes Co., Ltd./President
Jinling Investment Co.,
Ltd./Chairperson
Dunlin Investment Co.,
Ltd./Chairperson
Good Hope Investments
Limited/Director
LOTES INVESTMENT
LTD./Director
Lotes Guanghou Co., Ltd/Chairperson
Lotes-zsdz Co., Ltd/Chairperson
Tsongkha Technology (Shenzhen )
Co., Ltd/Director
Lotes Suzhou Co., Ltd/Vice
Chairperson
Lotes Hengnan Co., Ltd./Chairperson
Lotes Hengnan Co., Ltd./Chairperson
Lintes Technology Co., Ltd/Director
Jiayu Investment Co., Ltd./Director
Lotes Zhongshan Co.,Ltd/Director
Chairpers
on
Chu,
Te-Hsiang
Brothers
Director R.O.C. Tsai, Ming-Jui Male
June 14,
2019
3 June, 2010 10,954
0.01%
5,954 0.01% 0 0 0 0 Ming Chuan
University/
International
Business
Lotes Co.,
Ltd./Sales
Assistant Vice
President
Lotes Co., Ltd./Sales Vice President
LOTES EU GmbH/Director
None None None
Director R.O.C. Chin,
Chang-Min
Male
June 6,
2016
3 June, 2013 0 0 0 0 0 0 0 0 National
Taiwan
University/Ma
ster of
Accounting;
The First
Accounting
Firm/Senior
Accountant
KenWill United CPAs Firm/Director
Yong Shun Chemical Co.,
Ltd./Independent Director
Taiwan Sanyo Electric Co.,
Ltd/Independent Director
Transglobe Capital Management Ltd.
(TGCM)/Consultant
None None None

13

Independe
nt
Director
R.O.C. Hsieh,
Chia-Ying
Male
June 14,
2019
3 June, 2013 0 0 0 0 0 0 0 0 National
Taiwan
University/
B.S. in
Electrical
Engineering
National
Taiwan
University/
Business
Administratio
n
Realtek
Semiconducto
r Corp./
Executive
Assistant to
the President
COMMUNIC
ATOR
VENTURE
MANAGEM
ENT INC.
/Vice
President
MIS JOINT
INTERNATI
ONAL CO.,
LTD. /Vice
President
Leltek INC./Director
Total Fortune Capital Limited/
Executive Director
None None None

14

Independe
nt
Director
R.O.C. Hu, Jui-Ching Fema
le
June 14,
2019
3 June, 2013 0 0 0 0 0 0 0 0 National
Chiao Tung
University/Ba
chelor of
Applied
Mathematics
Stanford
University,
USA/Master
National
Chiao Tung
University
/EMBA
Hermes
Microvision
Inc./Vice
President
Metrodyne
Microsystem
Corp./Vice
President
Intel
Microelectron
ics Asia Ltd.
Taiwan
Branch./
Strategic
Investment
Officer
Hermes-epitek Corporation./Vice
President
Gudeng Precision Industrial Co.,
Ltd./Supervisor
None None None
Supervisor R.O.C. Jinling
Investment Co.,
Ltd.
Representative:
Chang,Kun-Yao


Male

June 14,
2019
3 October,
2004
10,956,237
10.59%
10,956,237
10.59%

0
0 0 0 Wugu High
School
None None None

15

Supervisor R.O.C. Cheng,
Ming-Sung
Male June 14,
2019
3 June, 2013. 0 0 0 0 0 0 0 0 National
Chiao Tung
University/
Bachelor of
Electrical and
Control
Engineering
Sun Yat-sen
University/Ma
ster of
Business
Administratio
n
GAINS
Investment
Corporation/I
nvestment
Assistant Vice
President
Vincera
Capital/
President.
Chief
Investment
Officer
IIH Assets
Management
Group
Limited/Chief
Investment
Officer
Sinorock Capital Co./Chairperson None None None
Supervisor R.O.C. Yang,
Wen-Ming
Male June 14,
2019
3 December,
2006
0 0 0 0 0 0 0 0 National
Taipei
University/Ma
ster of
Business
Administratio
n;
Entery
Industrial Co.,
Ltd./Chief
Financial
Officer
Kim Forest Enterprise Co., Ltd/Chief
Financial Officer
None None None

16

Director and Supervisor are corporate shareholders' representatives; the major shareholders of the

corporate shareholders are: April 21, 2020

corporate shareholders are: April 21,2020
Name of Corporate Shareholders (Note 1) Major Shareholders of Corporate Sharholders (Note 2)
Jiaming Investment Co., Ltd. Chu, Te-Hsiang (24.44%), Chu Chen, Yi-Hui (28.88%), Chu,
Pei-Hsuan (15.56), Chu, Yen-Ni (15.56%), Chu, Ching-Fu
(15.56%)
Jinling Investment Co., Ltd. Ho, Te-Yu (60%), Ho,Shuo-Chieh (20%), Ho, Chu-Yen (20%)

Expertise and independence of the Director and Supervisor:

April April April April April April April April April April April April April April April 21,2020
Terms
Name
(Note 1)
Have at least five years of work
experience and the following professional
qualifications

Compliance with independence circumstances (note)
Number of
other
public
companies
that the
person also
served as
independe
nt directors

Lecturer or
above in a
public or
private
college or
university in
the relevant
field of
business,
law, finance,
accounting
or corporate
business


Judges,
prosecutors,
lawyers,
accountants or
other
specialized
occupational
and technical
personnel who
have passed
national
examinations
and obtained
certificates
necessary for
the business of
the company
Business,
law,
finance,
accounting
or
corporate
business
experience
required
1 2 3 4 5 6 7 8 9 10 11 12
Jiaming
Investment
Co., Ltd.
Representati
ve: Chu,
Te-Hsiang
- - V - - - - - V V - V - V - 0
Jinling
Investment
Co., Ltd.
Representati
ve: Ho,
Te-Yu
- - V - - - - - V V - V - V - 0
Tsai,
Ming-Jui
- - V - V V V V V - V V V V V 0
Chin,
Chang-Min
- V V V V V V V V V V V V V 2

17

Hsieh,
Chia-Ying
V V V V V V V V V V V V V 0
Hu,
Jui-Ching
V V V V V V V V V V V V V 0
Jinling
Investment
Co., Ltd.
Representati
ve: Chang,
Kun-Yao
- - V V V - V V V V V V V V - 0
Cheng,
Ming-Sung
V V V V V V V V V V V V V 0
Yang,
Wen-Ming
- - V V V V V V V V V V V V V 0

18

(2) Information on President, Vice President, Assistant Vice President, Heads of Departments and Branches

April 21,2020 April 21,2020 April 21,2020 April 21,2020
Title Nationality/
Country of
Origin
Name Gender Date
elected
Shareholding Spouse &
Minor
Shareholding

Shareholding by
Nominee
Arrangement

Experience (Education)
Other Position Managers who are
spouse or
consanguineous within
two degrees
Remarks
Shares % Shares % Shares % Title Name Relatio
n
President R.O.C. Ho, Te-Yu Male August 23,
1986
442,555 0.43% 0 0.00% 15,956,237 15.42% Northern Occupational
Training Council/Department
of Die Molding;
Lotes Co., Ltd./President &
Panyu Deyi Ltd./President
Jinling Investment Co., Ltd./Chairperson
Dunlin Investment Co., Ltd./Chairperson
Good Hope Investments Limited/Director
LOTES INVESTMENT LTD./Director
Lotes Guanghou Co., Ltd/Chairperson
Lotes-zsdz Co., Ltd/Chairperson
Tsongkha Technology (Shenzhen ) Co., Ltd/Director
Lotes Suzhou Co., Ltd/Vive Chairperson
Lotes Hengnan Co., Ltd./Chairperson
Lotes Hengnan Co., Ltd./Chairperson
Lintes Technology Co., Ltd/Director
Lotes Zhongshan Co.,Ltd/Director
Chairp
erson
and
R&D
Directo
r
Chu,
Te-Hsia
ng
Brother
s
R&D
Director
R.O.C. Chu,
Te-Hsiang
Male November
8, 2017
11,476 0.01% 60 0.00% 12,874,425 12.44% Taishan Senior High School/
Mechanical Department;
Lotes Co., Ltd./Chairperson
Lotes Co., Ltd./Chairperson
Jiaming Investment Ltd./Director
Jinling Investment Co., Ltd./Supervisor
Good Hope Investments Limited/Chairperson
LOTES INVESTMENT LTD./Chairperson
Lotes Suzhou Co., Ltd/Chairperson
Lotes Guanghou Co., Ltd/ViceChairperson
Jiayu Investment Co., Ltd./Chairperson
Ememe Robot Co., Ltd/Chairperson
Lucemitek Co., Ltd/Legal Representative of a Director
Lintes Technology Co., Ltd/Chairperson
Radinet Communications Inc./Legal Representative of a
Director
Dechuang Investment Ltd./Chairperson
Associ
ate
Preside
nt's
office
Chu
Chen,
Yi-Hui
Spouse
Preside
nt
Ho,
Te-Yu
Brother
s
President
Office
Assistant
Vice
President
R.O.C. Chu Chen,
Yi-Hui
Female September
28, 1990
60 0.00% 11,476 0.01% 12,874,425 12.44% Chinese Culture University/
Department of Political Science
Lotes Co., Ltd. Assistant Vice
President
Jiaming Investment Ltd./Supervisor
Loteson International Investments Limited/Director
Chairp
erson
and
R&D
Directo
r
Chu,
Te-Hsia
ng
Spouse
Sales
Senior Vice
President

R.O.C.
Tsai,
Ming-Jui
Male November
15, 2007
5,954 0.01% 0 0 0 0 Ming Chuan University/
International Business
Lotes Suzhou Co., Ltd./Vice
President
LOTES EU GmbH /Director None None None
Quality
Controll
Manager
R.O.C. Hsieh,
Wei-Chen
Female January 7,
2005
0 0.00% 0 0 0 0 National Chung Hsing
University Night School
Lotes Co., Ltd./Quality
Controll Vice President
None None None None

19

Finance
Manager
R.O.C. Liu,
Hsing-Hsia
Male June 1,
2006
0 0.00% 0 0 0 0 Tamkang
University/Department of
Accounting
TCK Technology
Co.,Ltd./Financial Manager
LUCEMITEK CO., LTD/Legal Representative of
Supervisor
Ememe Robot Co., Ltd/Director
None None None
Finance
Assistant
Manager
R.O.C. Liang,
Shih-Yi
Female September
28, 2005
0 0.00% 0 0 0 0 Tamkang
University/Department of
Accounting
MAEDEN INTERNATIONAL
LIMITED/Chief Accountant
None None None None
Production
and
Financial &
Manageme
nt Manager

R.O.C.
Hus, Yu Male January 19,
2007
90 0.00% 0 0 0 0 Kang-Ning Junior College of
Medical Care and
Management/Department of
Information Management
SHANG-CHENG Technology
Co., Ltd./Warehouse Section
Manager
None None None None
Business
Manageme
nt
Vice
President
R.O.C. Lu,
Chih-Cheng
Male January 2,
2007
5,000 0.00% 0 0 0 0 Tamkang
University/Department of
Mechanical Engineering
HAMBURG INDUSTRIES
CO., LTD., Longhua Business
Office/Director
None None None None
Business
Manageme
nt
Vice
President
R.O.C. Kung,
Yung-Sheng
Male May 1,
2007
0 0.00% 0 0 0 0 National Taiwan
University/Master of
Mechanical Engineering
Nan Juen International Co.,
Ltd./EngineeringManager
None None None None
Business
Manageme
nt
Assistant
Vice
President
R.O.C. Lin,
Ching-Hao
Male July 11,
2008
1,500 0.00% 0 0 0 0 San-Chung Vocational High
School/Department of
Mechanical Engineering
STARLINK ELECTRONICS
CORP./Plant Manager
None None None None
Business
Manageme
nt
Assistant
Vice
President
R.O.C. Lin, Tsun-Te Male January 1,
2010
0 0.00% 0 0 0 0 Tamkang University/Master of
Information Management
FOUND FAIR PLASTIC
INDUSTRIAL CO.,
LTD./Information Manager
None None None None
Business
Manageme
nt
Auditing
Supervisor
R.O.C. Wang,
Hsi-Hung
Male October
27, 2011
0 0.00% 0 0 0 0 National Taiwan
University/Master of Business
Administration
DaChan Food (Asia)
Limited/Auditing Office
Supervisor
None None None None
Business R.O.C. Lin, Male January 21, 0 0.00% 0 0 0 0 St. John's University/ None None None None

20

Manageme
nt
Assistant
Vice
President
Yao-Ching 2016 Department of Electronic
Engineering
Foxconn Technology
Group/Quality Controll
Supervisor
Sales
Vice
President
R.O.C. Li,
Cheng-Wen
Male January 21,
2016
0 0.00% 0 0 0 0 Vanung University/Department
of Electronic Engineering
Lotes Co., Ltd./Sales B
Manager
None None None None
Sales A
Assistant
Vice
President
R.O.C. Wu, Yi-Chen Male December
5, 2016
0 0.00% 1,449 0.00% 0 0 Chinese Culture University/
Department of Political Science
Lotes Co., Ltd./Sales A
Manager
None None None None
Business
Manageme
nt
Sales
Assistant
Vice
President
R.O.C. Lin, Ko-Lun Male December
5, 2016
0 0.00% 0 0 0 0 National Taipei University of
Technology/Department of
Industrial Engineering and
Management EMBA
LOTES Guangzhou Co.,
Ltd./Sales Manager
None None None None
Business
Manageme
nt
Cable
Assistant
Vice
President
R.O.C. Chu,
Hsiao-Yi
(Note 1)
Male January 16,
2017
0 0.00% 0 0 0 0 Hwa Hsia University of
Technology/Deptartment of
Mechanical
CHENG UEI PRECISION
INDUSTRY CO., LTD./Cable
Office Assistant Vice President
None None None None
Business
Manageme
nt
Quality
Controll
Assistant
Vice
President
R.O.C. Liu,
Chi-Hung
Male April 11,
2018
2,000 0.00% 0 0 0 0 National Taiwan University of
Science and Technology/Master
of Business Administration
Foxconn Interconnect
Technology Limited/Central
Quality Assuramce Assistant
Manager

None
None None None

(Note 1) Chu, Hsiao-Yi resigned on March 27, 2020

21

3. Remuneration of Directors, Supervisors, Presidents, and Vice Presidents:

(1) Remuneration of General and Independent Directors:

Year: 2019; Unit: 1,000 TWD

Titl
e
Name Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Total of A, B, C
and D as a
percentage of net
income after tax
Total of A, B, C
and D as a
percentage of net
income after tax
Remuneration for Remuneration for part-time staff part-time staff part-time staff part-time staff A, B, C, D, E, F
and G as a
percentage of net
income after tax
A, B, C, D, E, F
and G as a
percentage of net
income after tax
Remunera
tion from
non-subsi
diary
reinvestm
ents or
parent
companies
Remuneratio
n (A)
Severance
Pay (B)
Remuneration
for the
distribution of
earnings(C)
Business
implementati
on expenses
(D)
Salaries, bonuses,
special
allowances, etc
(E)
Retirement Pension (F) Remuneration of employees (G)
The
Co
mp
any
Conso
lidate
d
The
Co
mp
any
Conso
lidate
d
The
Com
pany
Conso
lidate
d
The
Co
mp
any
Cons
olida
ted
The
Compa
ny
Consoli
dated
The
Compa
ny
Consol
idated
The
Company
Consolidated The Company Consolidated The
Compa
ny
Conso
lidated
Cash Share Cash Share
Ch
airp
ers
on
Jiaming
Investme
nt Co.,
Ltd.
Represent
ative:
Chu,
Te-Hsian
g
0 0 0 0 3,480 3,480 21 21 0.17% 0.17% 7,435 7,435 279 279 8,607 0 8,607 0 0.95% 0.95% None
Dire
ctor
Jiaming
Investme
nt Co.,
Ltd.
Represent
ative: Ho,
Te-Yu
Dire
ctor
Tsai,
Ming-Jui
Dire
ctor
Chin,
Chang-
Min
Ind
epe
nde
nt
Dir
ect
or
Hsieh,
Chia-Yi
ng
0 0 0 0 400 400 42 42 0.02% 0.02% 0 0 0 0 0 0 0 0 0.02% 0.02% None

22

Ind epe nde Hu, nt Jui-Chin Dir g ect or

Remuneration Schedule

Range of Remuneration Name of Directors Name of Directors Name of Directors Name of Directors
Total of (A+B+C+D) Total of (A+B+C+D+E+F+G)
~~The Company~~ ~~Companies in the~~
consolidated
financial
statements
~~The Company~~ ~~Companies in the~~
consolidated
financial
statements
Less than $2,000,000 Chin, Chang-Min,
Hsieh, Chia-Ying, Hu,
Jui-Ching, Tsai,
Ming-Jui, Jiaming
Investment Co., Ltd.
Representative: Chu,
Te-Hsiang, Jiaming
Investment Co., Ltd.
Representative: Ho,
Te-Yu
Chin, Chang-Min,
Hsieh, Chia-Ying,
Hu, Jui-Ching, Tsai,
Ming-Jui, Jiaming
Investment Co., Ltd.
Representative: Chu,
Te-Hsiang, Jiaming
Investment Co., Ltd.
Representative: Ho,
Te-Yu
Chin, Chang-Min,
Hsieh, Chia-Ying,
Hu, Jui-Ching
Chin, Chang-Min,
Hsieh, Chia-Ying,
Hu, Jui-Ching
$2,000,000(inclusive)~$5,000,000(exclusive)
$5,000,000 (inclusive) ~ $10,000,000 (exclusive) Jiaming Investment
Co., Ltd.
Representative:
Chu, Te-Hsiang,
Jiaming Investment
Co., Ltd.
Representative: Ho,
Te-Yu, Tsai,
Ming-Jui
Jiaming Investment
Co., Ltd.
Representative: Chu,
Te-Hsiang, Jiaming
Investment Co., Ltd.
Representative: Ho,
Te-YuTsai, Ming-Jui
$10,000,000(inclusive)~$15,000,000(exclusive)
$15,000,000(inclusive)~$30,000,000(exclusive)
$30,000,000(inclusive)~$50,000,000(exclusive)

23

$50,000,000(inclusive)~$100,000,000(exclusive)
$100,000,000 or more
Total 6 people 6 people 6 people 6 people

24

(2) Remuneration of supervisors Year: 2019; Unit: 1,000 TWD

Title Name Remuneration of Supervisors Remuneration of Supervisors Remuneration of Supervisors Remuneration of Supervisors Ratio of total compensation
(A+B+C) to net income (%)
Ratio of total compensation
(A+B+C) to net income (%)
Remuneration
from
non-subsidiary
reinvestments
or parent
companies
Remuneration (A) Consideration (B) Business Implementation
Expenses (C)
The
company
Consolidated The
company
Consolidated
(Note 5)
The
Company
Consolidated The
Company
Consolidated
Supervisor Jinling
Investment
Ltd.: Chang,
Kun-Yao
0 0 600 600 57 57 0.03
%
0.03
%
None
Independent
Supervisor
Yang,
Wen-Ming
Independent
Supervisor
Cheng,
Ming-Sung

Table of remuneration ranges

Table of remuneration ranges remuneration ranges
Remuneration pay range for each Supervisor of
the Company
Name of Supervisors
Total of(A+B+C)
The Company Consolidated
Less than $2,000,000 Jinling Investment Co., Ltd.:
Chang, Kun-Yao, Yang,
Wen-Ming,Cheng,Ming-Sung
Jinling Investment Co., Ltd.: Chang,
Kun-Yao, Yang, Wen-Ming, Cheng,
Ming-Sung
$2,000,000(inclusive)~$5,000,000(exclusive)
$5,000,000 (inclusive)~$10,000,000 (exclusive)
$10,000,000(inclusive)~$15,000,000(exclusive)
$15,000,000 (inclusive)~$30,000,000 (exclusive)
$30,000,000 (inclusive)~$50,000,000 (exclusive)
$50,000,000(inclusive)~$100,000,000(exclusive)
$100,000,000or more
Total 3people 3people

25

(3) Remuneration of Presidents and Vice Presidents: Year: 2019; Unit: 1,000 TWD

Title Name Remuneration (A) Remuneration (A) Severance Pay (B) Severance Pay (B) Bonuses and Allowances
(C)
Bonuses and Allowances
(C)
Profit Sharing- Employee Bonus (D) Profit Sharing- Employee Bonus (D) Profit Sharing- Employee Bonus (D) Profit Sharing- Employee Bonus (D) Ratio of total compensation
(A+B+C+D) to net
income(%)
Ratio of total compensation
(A+B+C+D) to net
income(%)
Remunera
tion from
non-subsi
diary
reinvestm
ents or
parent
companies
The
Company
Consolidated The
Company
Consolidated The
Company
Consolidated The Company Consolidated The
Company
Consolidated
Cash Stock Cash Stock
Presiden
t
Ho,
Te-Yu
24,919 24,919 1,570 1,570 4,083 4,083 32,198 0 32,198 0 3.02% 3.02% None
R&D
Director
Chu,
Te-Hsiang
Vice
Presiden
t
Lu,
Chih-Che
ng
Vice
Presiden
t
Kung,
Yung-She
ng
Assistant
Vice
Presiden
t
Chu
Chen,
Yi-Hui
Senior
Vice
Presiden
t
Tsai,
Ming-Jui
Vice
Presiden
t
Li,
Cheng-W
en
Assistant
Vice
Presiden
t
Lin,
Ching-Ha
o
Assistant
Vice
Presiden
t
Lin,
Tsun-Te

26

Assistant
Vice
Presiden
t
Lin,
Yao-Chin
g
Assistant
Vice
Presiden
t
Wu,
Yi-Chen
Assistant
Vice
Presiden
t
Lin,
Ko-Lun
Assistant
Vice
Presiden
t
Chu,
Hsiao-Yi
(Note 1)
Assistant
Vice
Presiden
t
Liu,
Chi-Hung

(Note 1) Chu, Hsiao-Yi Resigned on March 27, 2020

27

Remuneration Schedule

Remuneration Schedule Remuneration Schedule
Range of Remuneration Name of Presidents and Vice Presidents
The Company Consolidated
Less than $2,000,000 Chu, Hsiao-Yi Chu, Hsiao-Yi
$2,000,000 (inclusive) ~ $5,000,000 (exclusive) Ho, Te-Yu, Chu, Te-Hsiang, Chu Chen, Yi-Hui,
Lin, Ching-Hao, Lin, Tsun-Te, Wu, Yi-Chen, Lin,
Yao-Ching,Liu,Chi-Hung
Ho, Te-Yu, Chu, Te-Hsiang, Chu Chen,
Yi-Hui ,Lin, Ching-Hao, Lin, Tsun-Te, Wu,
Yi-Chen,Lin,Yao-Ching,Liu,Chi-Hung
$5,000,000 (inclusive) ~ $10,000,000 (exclusive) Lu, Chih-Cheng, Kung, Yung-Sheng, Tsai,
Ming-Jui,Li,Cheng-Wen,Lin,Ko-Lun
Lu, Chih-Cheng, Kung, Yung-Sheng, Tsai,
Ming-Jui,Li,Cheng-Wen,Lin,Ko-Lun
$10,000,000(inclusive)~$15,000,000(exclusive)
$15,000,000(inclusive)~$30,000,000(exclusive)
$30,000,000(inclusive)~$50,000,000(exclusive)
$50,000,000 (inclusive) ~ $100,000,000 (exclusive)
$100,000,000 or more
Total 14people 14people

28

(4) Name of Managers and circumstances of distribution of employees' remuneration

Year: 2019; Unit: 1,000 TWD

Year: 2019; Unit: 1,000 TWD
Title Name Shares Cash
(Note 1)
Total Ratio of Total
Amount to Net
Income(%)
Managerial officers President Ho, Te-Yu 0


35,002 35,002 1.69%
R&D Director Chu,
Te-Hsiang
Business
Management
Vice President
Lu,
Chih-Cheng
Business
Management
Vice President
Kung,
Yung-Sheng
Assistant Vice
President
Chu Chen,
Yi-Hui
Sales
Vice President
Tsai,
Ming-Jui
Business
Management
Assistant Vice
President
Lin,
Ching-Hao
Business
Management
Assistant Vice
President
Lin,
Tsun-Te
Business
Management
Assistant Vice
President
Lin,
Yao-Ching
Business
Management
Assistant Vice
President
Lin,
Ko-Lun
Sales A
Assistant Vice
President
Wu,
Yi-Chen
Sales B
Assistant Vice
President
Li,
Cheng-Wen
Finance
Manager
Liu,
Hsing-Hsia
Auditing
Supervisor
Wang,
Hsi-Hung
Finance
Assistant
Manager
Liang,
Shih-Yi
Business
Management
Assistant Vice
President
Liu,
Chi-Hung

29

Note 1: Employee remuneration for 2019 is estimated based on the proportion of employee remuneration paid in 2018

  • (5) Compare and contrast an analysis of the total remuneration paid to the Company's Directors, Supervisors, Presidents and Vice Presidents as a percentage of net income after tax for the most recent two years by the Company and all companies in the Consolidated Statements, respectively, and describe the policies, criteria and combinations of remuneration paid, the procedures used to establish remuneration, and the correlation with operating performance and future risks.

Unit: 1,000 TWD

The Company The Company 2018 2019
The Company Total remuneration 68,704
67,370
Proportion of net profit
after tax
4.27%
3.24%
Consolidated Total remuneration 68,704
67,370
Proportion of net profit
after tax
4.27%
3.24%

The remuneration of the Directors and Supervisors, including travel expenses and remuneration for

the distribution of earnings, is paid in accordance with the Company's Articles of Incorporation, and the remuneration of the Presidents and Vice Presidents is paid in accordance with the Company's approved principles for the payment of seniority.

4. Corporate governance operations

  • (1) Operations of the Board of Directors

The Board of Directors met 7 times in 2019 (A) and the attendance of Directors was as follows:

Title Name Attendance
in Person B
By Proxy Attendance Rate
(%)(B/A)
Remarks
Chairperson Chia Ming Ltd.
Representative: Chu,
Te-Hsiang
7 0 100% June 14, 2019
Shareholders'
Meeting
re-election;
reappointment
Director Chia Ming Ltd.
Representative: Ho,
Te-Yu
6 0 85.71% June 14, 2019
Shareholders’
Meeting
re-election;
reappointment
Director Tsai, Ming-Jui 3 0 42.86% June 14, 2019
Shareholders’
Meeting
re-election;
reappointment
Director Chin, Chang-Min 7 0 100% June 14, 2019
Shareholders’
Meeting
re-election;
reappointment

30

Director Hu, Jui-Ching 7 0 100% June 14, 2019
Shareholders’
Meeting
re-election;
reappointment
Independent
director
Hsieh, Chia-Ying 7 0 100% June 14, 2019
Shareholders’
Meeting
re-election;
reappointment
Independent
director
Chia Ming Ltd.
Representative: Chu,
Te-Hsiang
7 0 100% June 14, 2019
Shareholders’
Meeting
re-election;
reappointment
Other notable matters:
1. The matters set forth in Article 14-3 of the Securities and Exchange Act and other matters resolved at
Board meetings in which the Independent Directors have objected or reserved an opinion and which are
recorded or stated in writing shall state the date of the Board meeting, the period, the content of the
motion, all Independent Directors' opinions and the Company's handling of the Independent Directors'
opinion: None.
2. In the event that a Director recuses himself or herself from an interest motion, the Director' s name, the
content of the motion, the reasons for the recusal and the circumstances of his or her participation in the
vote shall be stated: None.
3. Objectives for strengthening the Board's functions (e.g., establishing an audit committee, enhancing
information transparency, etc.) and evaluation of implementation status for the current year and the most
recentyear: None.
  • (2) Information on the operation of the Audit Committee: The Company does not have an Audit Committee.

  • (3) Supervisors' participation in the operation of the Board of Directors

The Board of Directors met 7 times in 2019 (A) and the attendance of Supervisor was as follows:

Title Name Attendance
in Person B
Attendance Rate
(%)(B/A)
Remarks
Legal
Representati
ve of a
Supervisor
Jinling Investment Co.,
Ltd.: Chang, Kun-Yao
7 100% June 14, 2019
Shareholders’
Meeting
re-election;
reappointment
Supervisor Yang, Wen-Ming 6 85.71% June 14, 2019
Shareholders’
Meeting
re-election;
reappointment
Supervisor Cheng, Ming-Sung 6 85.71% June 14, 2019
Shareholders’

31

Meeting
re-election;
reappointment
Other noable matters:
1. Composition and duties of the Supervisors.
(1)
Communication between Supervisors and employees and shareholders: Supervisors
may contact employees and shareholders directly if it deems necessary.
(2)
Communication between Supervisors and the Internal Auditing Supervisors and the
Accountants.
1. The audit unit submitted a report on the completed audit project to Supervisors,
which Supervisors did not object to.
2. The audit unit attended the Company's Board of Directors and made an audit
business report, which Supervisors did not object to.
3. The Supervisors may communicate the financial position with the Accountants, both
face-to-face and in writing, if deemed necessary.
2. If Supervisors attend the Board of Directors to make a presentation, the date of the Board of
Directors, the period, the content of the motion, the resolutions of the Board of Directors and
the Company's handlingof Supervisors'presentation shall be stated: None.

32

  • (4) Corporate Governance Implementation Status and Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”
Evaluation Item Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
1. Does the company establish and disclose the Corporate
Governance Best-Practice Principles based on “Corporate
Governance Best-Practice Principles for TWSE/TPEx
Listed Companies”?
V (1) The Company has not established a Corporate Governance
Best Practice Principles.

The Company will establish a
Corporate Governance Best
Practice Principles in the future as
necessary.
2. Shareholding structure & shareholders’ rights
(1)
Does the company establish an internal operating
procedure to deal with shareholders’ suggestions,
doubts, disputes and litigations, and implement
based on the procedure?
(2)
Does the company possess the list of its major
shareholders as well as the ultimate owners of those
shares?
(3)
Does the company establish and execute the risk
management and firewall system within its
conglomerate structure?
(4)
Does the company establish internal rules against
insiders trading with undisclosed information?
V

V
V
V
(1)
The Company has an internal spokesperson, acting
spokesperson, exclusive personnel and email address to
handle shareholder proposals or disputes in accordance
with the procedures.
(2)
The company has access to a list of the company's
major shareholders and their ultimate controllers,
which is regularly disclosed in accordance with the law
and regulations. For a list of the relevant major
shareholders, see page 41 of this Annual Report.
(3)
The Company establishes appropriate risk control
mechanisms and firewalls in accordance with internal
regulations such as control operations of subsidiaries,
endorsement and guarantee methods, lending of funds
to others, and criteria for acquisition or disposal of
assets. All business dealings with affiliates are treated
as independent third parties and unconventional
transactions are prohibited.
(4)
The Company has a "Ethical Corporate Management
Best Practice Principles", "Procedures for Handling
Material Inside Information", and a "Guidelines for the
Adoption of Codes of Ethical Conduct" to prohibit
insiders from using undisclosed market information to
purchase and sell marketable securities for improper
gain.



None
















33

Evaluation Item Evaluation Item Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
3.
Composition and Responsibilities of the Board of
Directors
(1)
Does the Board develop and implement a diversified
policy for the composition of its members?
(2)
Does the company voluntarily establish other
functional committees in addition to the
Remuneration Committee and the Audit Committee?
(3)
Does the company establish a standard to measure
the performance of the Board, and implement it
annually, and to report the result to the Board?
(4)
Does the company regularly evaluate the
independence of CPAs?
V V
V
V
(1) Although the Company does not have a diversified
approach to the composition of the Board of Directors, it
will consider a wide range of professional backgrounds,
including technical, financial and legal backgrounds, when
selecting Board members.
(2) The Company has no relevant needs or plans at this time.
(3) The Company has established the Board of Directors'
performance
evaluation
method
and
will
conduct
performance evaluation on a regular annual basis starting in
2020 and report the results of the performance evaluation to
the Board of Directors.
(4) The Company periodically evaluates the independence of
its certified public accountants by making reference to the
evaluation criteria set forth in The Bulletin of Norm of
Professional Ethics for Certified Public Accountant of the
Republic of China No. 10 "Integrity, Objectivity and
Independence", and follows the regulations of the
competent authorities to periodically adjust the length of a
certifiedpublic accountant's license.




The Company has no plans to
establish a functional committee
other
than
a
remuneration
committee.
The Company has established the
Board of Directors' performance
evaluation
method
and
will
conduct
annual
performance
evaluation on a regular basis
starting in 2020 and will submit
the results of the performance
evaluation
to
the
Board
of
Directors.



4. Are TWSE/GTSM Listed Companies staffed with suitable
and appropriate number of corporate governance
personneland designated corporate governance officers
to be responsible for corporate governance related
matters (including, but not limited to, providing directors,
supervisors with information necessary for the execution
of business,assisting directors, supervisors in complying
with lawsand regulations, conducting board and
shareholder meeting related matters in accordance with
the law, preparing minutes of board and shareholder
meetings,etc.)?








V The Company currently does not have a dedicated corporate
governance unit or staff, but there are specific personnel
responsible for providing directors and supervisors with
information necessary for the execution of their business,
handling matters related to the meetings of the Board of
Directors and shareholders in accordance with the law,
registering companies and registering changes, and preparing
minutes of the meetings of the Board of Directors and
shareholders, and other related matters.








The
Company
will
evaluate
whether to set up a dedicated
(part-time) corporate governance
unit or personnel in the future,
depending on actual needs.
5. Does the company establish a communication channel
and build a designated section on its website for
stakeholders(including but not limited to shareholders,
employees, customers,and suppliers), as well as handle
all the issues they care for in terms of corporate social
responsibilities?

V
The Company has appropriate communication channels with its
customers, suppliers, correspondent banks, employees, investors
and other relevant stakeholders. A special section of our
stakeholders' website has been set up in FY2015 as a response
to stakeholders' concerns on important CSR issues.




None
6. Does the company appoint a professional shareholder V The Company currently appoints the Stock Agency Department
None

34

Evaluation Item Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
service agency to deal with shareholder affairs? of SinoPac Securities to handle the relevant shareholders'
affairs.
7. Information Disclosure
(1) Does the company have a corporate website to disclose
both financial standings and the status of corporate
governance?
(2) Does the company have other information disclosure
channels (e.g. building an English website, appointing
designated people to handle information collection and
disclosure, creating a spokesman system, webcasting
investor conferences)?
(3) Does the Company announce and report its annual
financial report within two months of the end of the
fiscal year, and announce and report its first, second
and third quarter financial reports and operations for
each month well in advance of the required deadline?
V
V
V (1) The Company's website has disclosed information about the
Company's profile, business and investor areas and
corporate governance, and designated a person to be
responsible for disclosing financial, business and corporate
governance information about the Company on the MOPS.
(2) The Company has a exclusive personnel responsible for the
collection and disclosure of company information, and has
a spokesperson and acting spokesperson in accordance with
the regulations, and holds regular and irregular corporate
briefing sessions, and regularly publishes operational and
financial information in both English and Chinese to
enhance the transparency of company information.
(3) The Company has not announced and reported its annual
financial report within two months of the end of the fiscal
year. However, all of them were announced well in
advance of the required deadlines and reported the first,
second and third quarterly financial reports and operations
for each month.




None





8. Is there any other important information to facilitate a
better understanding of the company’s corporate
governance practices (e.g., including but not limited
to employee rights, employee wellness, investor
relations, supplier relations, rights of stakeholders,
directors’ and supervisors’ training records, the
implementation of risk management policies and risk
evaluation measures, the implementation of customer
relations policies, and purchasing insurance for
directors )?
V 1. Employee rights: The Company protects the legitimate rights
and interests of its employees in accordance with the Labor
Standards Law.
2. Investor relations: The Company's website has set up an
investor section for investors to learn more about the
Company's investor-related information, and a spokesperson,
acting spokesperson and shareholder affairs units are set up
to deal with issues such as shareholder proposals or disputes.
3. Rights of interested parties: The Company respects and
protects the legal rights and interests of its interested parties.
4. Directors' and supervisors' continuing education: Company
directors and supervisors attend continuing education courses
in finance, business, etc., as required.
5. The implementation of the directors' recusal of interest
motion: The directors of the Company adhere to the principle
of a high degree of self-discipline and are not allowed to vote
on board meetings when they have an interest in a matter.
6. The company insured US$3 million in liability insurance for
directors, supervisors and managers in 2020.
7. Implementation status of customer policy: The Company has














None

35

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
a Quality Assurance Department and a Customer Support
Department to provide transparent and effective after-sales
services and customer complaints handling.

9. Please explain the improvements which have been made in accordance with the results of the Corporate Governance Evaluation System released by the Corporate
Governance Center, Taiwan Stock Exchange, and provide the priority enhancement measures.
  • (5) The Company's Remuneration Committee shall disclose its composition, duties and operations:

  • Composition of the Remuneration Committee

The Company has approved the appointment of three Compensation Committee members by the Board of Directors on June 6, 2016, and the term of office shall commence from the date of appointment of three Compensation Committee members by the Board of Directors and end on June 5, 2019, the same date as the term of the current Board of Directors, and shall operate in practice in accordance with the "Remuneration Committee Charter" established by the Company.

The list of remuneration members is as follows.

Title Terms
Name

Meets One of the Following Professional
Qualification Requirements, Together with at Least
Five Years’ Work Experience
Independence Criteria Number of
Other Public
Companies in
Which the
Individual is
Concurrently

36

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

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


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

1
2 3 4 5 6 7 8 9 10 Serving as an
Remuneration
Committee
Member

Remarks
Independent director Hu, Jui-Ching ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 0
Independent director Hsieh, Chia-Ying ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 0
Other Lan, Jing-Yao ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 3

2. Responsibilities of the Remuneration Committee

  • The Committee shall, with the attention of the good manager, faithfully perform the following functions and submit the recommendations to the Board for discussion:

  • (1) To establish and regularly review the policies, systems, standards and structures for performance evaluation and remuneration of directors, supervisors and managers.

  • (2) To regularly evaluate and set remuneration for the directors, supervisors and managers.

3. Operation of the Remuneration Committee

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

  • (2) Current term of office: From 14 June 2019 to 13 June 2022, the 2019 Remuneration Committee met 2 times (A) and was attended by the following members:

Title Name Attendance in
Person(B)
By Proxy Attendance Rate
(%)
(/)()
Remarks
Convener Hsieh,Chia-Ying 2 0 100% Term of office: June 14,

37

2019~111.6.13
Committee
Member
Lan, Jing-Yao 2 0 100% Term of office: June 14,
2019~ June 13, 2022
Committee
Member
Hu, Jui-Ching 2 0 100% Term of office: June 14,
2019~111.6.13
Other mentionable items:
1. If the board of directors declines to adopt or modifies a recommendation of the remuneration committee, it should specify the date
of the meeting, session, content of the motion, resolution by the board of directors, and the Company’s response to the remuneration
committee’s opinion (eg., the remuneration passed by the Board of Directors exceeds the recommendation of the remuneration
committee, the circumstances and cause for the difference shall be specified)
2. Resolutions of the remuneration committee objected to by members or subject to a qualified opinion and recorded or declared in
writing, the date of the meeting, session, content of the motion, all members’ opinions and the response to members’ opinion
should be specified

(3) 2019 Remuneration Committee discussions and resolutions and the Company's handling of members' opinions.

Date Motion Remunuration
Committee’s
Resolution
The Company's
handling of the
Remuneration
Committee's
opinion
May 21, 2019
1stRemuneration
Committee for 2019
(1) Review of the Company's 2018 employees'
remuneration and directors' and supervisors'
remuneration and method ofpayment
All members present
agreed to approve
the motion
N/A
June 26, 2019
2ndRemuneration
Committee for 2019
(1) Election of the Chairperson of the Fourth Term
Remuneration Commission
All members present
agreed to approve
the motion
N/A
November 11, 2019
3rdRemuneration
Committee for 2019
(1) Review of the 2018 employee remuneration
distribution for the Company's Manager
(2) Review of the 2019 year-end bonus distribution
for the Company's managers
(3) Discuss the proposed work plan of the Company's
Remuneration Committee for 2020
All members present
agreed to approve
the motion
N/A

38

(6) Corporate Social Responsibility:

(6)Corporate Social Responsibility: (6)Corporate Social Responsibility:
Evaluation Item ImplementationStatus Deviations from “the Corporate Social
Responsibility Best-Practice Principles
for TWSE/TPEx Listed Companies”
and Reasons
Yes No Abstract Explanation
1. Does the Company conduct risk assessments on




environmental, social and corporate governance

issues related to the Company's operations and

formulate relevant risk management policies or

strategies in accordance with the materiality

principle? (Note 3)
2. Does the company establish exclusively (or
concurrently)
dedicated
first-line
managers
authorized by the board to be in charge of
proposing the corporate social responsibility
policies and reporting to the board?



V (3) The Company has not yet established a dedicated
(part-time) corporate social responsibility unit.

The Company has not yet
formulated a Corporate Social
Responsibility
Best
Practice
Principles and set up the relevant
specialized units, which will be
evaluated
in
the
future
dependingon the actual needs.
3. Environmental issues
(1) Does the company establish proper environmental
management systems based on the
characteristics of their industries?
(2) Does the company endeavor to utilize all resources
more efficiently and use renewable materials
which have low impact on the environment?
3Does the Company assess the current and future






V
V
V
(1) The Company has established an environmental
management policy and the production plant has
been certified to ISO14001.
(2) The Company adjusts the temperature of the
office and warehouse for the season to achieve
energy saving and power saving, and introduces
the ISO14064 (GHG greenhouse gas) system
certification. In addition, the Company has a
waste treatment plan, which classifies waste into
different levels and entrusts waste to be removed
or recycled by a local government-approved
waste treatment organization to reduce the
environmental impact of hazardous substances in
our products.












None

potential risks and opportunities of climate
changes for the business and take measures to
address climate related issues?
4 Has the Companycompiled statistics on
greenhouse gas emissions, water consumption,
and total weight of waste in the past two years,

potential risks and opportunities of climate

changes for the business and take measures to

and total weight of waste in the past two years,

39

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate Social
Responsibility Best-Practice Principles
for TWSE/TPEx Listed Companies”
and Reasons
Yes No Abstract Explanation
andformulated policies on energy conservation,
carbon reduction, greenhouse gas reduction,
water
use
reduction,
or
other
waste



management?
4. Social issues
(1) Does the company formulate appropriate
management policies and procedures according
to relevant regulations and the International Bill
of Human Rights?
(2) Does the Companyestablish and implement
reasonable
employee
benefit
measures
(including remuneration, vacation and other
benefits,
etc.)
and
appropriately
reflect
operating performance or results in employee
remuneration?
(3) Does the company provide a healthy and safe
working environment and organize training on
health and safety for its employees on a regular
basis?









V
V
V
(1) Although the Company has not yet established a
management policy, it has been guided by
international human rights treaties, including
the United Nations "Universal Declaration of
Human Rights" and the "International Labour
Organization Convention", and supports the
United Nations "Protect, Respect and Remedy:
A Framework for Business and Human Rights"
and its "Guiding Principles".
(2) The Company has established relevant employee
benefits
measures
and has reflected its
operating performance in employee bonuses in
accordance with the Company's Articles of
Incorporation:
1. Employee bonuses: To motivate employees
by distributing bonuses based on the
Company's
operation
and
individual
performance.
2. Year-end bonus, holiday bonus (or gifts).
3. Entitled to labour insurance and health
insurance.
4. The system of granting leave in accordance
with the Labor Standards Act.
5. The pension shall be distributed monthly in
accordance with the law.
6. A lactation room is available.
7. Authorize the Welfare Committee to provide
employees with: birthday bonus, wedding




















None
None

40

Evaluation Item Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate Social
Responsibility Best-Practice Principles
for TWSE/TPEx Listed Companies”
and Reasons
Yes No Abstract Explanation
(4) Does the company provide its employees with
career development and training sessions?
(5) Does the Company comply with relevant
regulations and international standards on
customer health and safety, customer privacy,




V
V
V
bonus, birth bonus, funeral bonus, etc.
8. The Welfare Committee is authorized to
organize communal meals, various domestic
and international trips and other benefits
from time to time.
(3) The Company takes the safety and health of its
employees and workers seriously in the
working environment, and the related protective
measures and their implementation are as
follows.
1. The Company has management measures for
occupational safety and health, occupational
disaster prevention and treatment, as well as
various environmental protection measures
such as waste storage management, etc., in
order to maintain the safety of employees and
avoid causing environmental pollution.
2. The Company prepares for any potential
impacts and hazards to the environment and
safety
on
a
daily
basis
and
respond
immediately to any disaster that occurs. An
Emergency
Response
Team
was
also
established to establish the organization and
the duties and procedures of each member.
3. In order to provide a safe working
environment, prevent occupational hazards
and protect the safety and health of workers,
the Company has established Safety and
Health Work Rules and Management in
accordance with the Occupational Safety and
Health Act and its implementing regulations
and the management requirements of OHSAS
18000, and all employees and non-employees



























41

Evaluation Item Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate Social
Responsibility Best-Practice Principles
for TWSE/TPEx Listed Companies”
and Reasons
Yes No Abstract Explanation
(6) marketing and labeling of its products and
services,and has it formulated relevant policies
and complaint procedures to protect consumer








V
working in the Company's workplaces shall
comply with the Safety and Health Work
Rules and Management.
4. In order to ensure the safety of employees in
the workplace, the Company is equipped with
card access control devices at all entrances
and exits, and security monitoring equipment
at the main entrances and exits to protect the
personal safety of employees. The company's
electrical
and mechanical,
elevator and
fire-fighting equipment is regularly inspected
and maintained in accordance with the laws
and regulations or the use of equipment to
ensure that it is safe at all times.
5. The Company conducts disaster prevention
drills every 6 months to enhance employees'
awareness of fire prevention, so that they can
take precautionary measures and take correct
safety protection measures in the event of an
incident.
6. The Company conducts regular employee
health examinations, tests drinking water
quality, and
conducts workplace health
promotion to maintain employee health in the
workplace.
7. In addition to taking out labour insurance for
all our employees, the Company also takes out
group accident insurance for our employees to
fully protect their rights and interests.
(4) The Company arranges internal education
training and individual external training for
each department's needs as they request each
year.



























rights?
Does the Companyhavea suppliermanagement
policy that requires suppliers to comply with

management

relevant
regulations
on
environmental

protection, occupational safety and health, or

human rights in the workplace, and how is it

implemented?

42

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate Social
Responsibility Best-Practice Principles
for TWSE/TPEx Listed Companies”
and Reasons
Yes No Abstract Explanation
(5) The Company has established a "Customer
Complaint Handling Procedure".
The Company's marketing and labeling of its
products are in accordance with the relevant
laws and international standards.
(6) The Company has established "Supplier Choice
Management
Measures"
and
requires
its
suppliers to provide products that comply with
international
environmental
protection
standards, and the relevant regulations are
stipulated in the contract. And require suppliers
to have a sound management structure in
personnel,environmental organizations.









5. Does the Company make reference to
international standards or guidelines for the
Does the Company make reference to






V
The
Company
prepares
a
Corporate
Social
Responsibility Report and discloses non-financial
information about the Company annually. However,
no third-party verification unit has been obtained at
this time.




None

preparation of corporate social responsibility

reports
and
other
reports
that
disclose


non-financial information about the Company?

Does
such
report
obtain
a
third-party


verification
unit's
assurance
or
warranty

opinion?
6. If the Company has its own CSR Best Practice Principles in accordance with the "Corporate Social Responsibility Best Practice Principles for
TWSE/GTSM Listed Companies", please explain the differences between them:
Although the Company does not have a CSR Best Practice Principles at the moment, its implementation is consistent with its spirit and there are no
significant differences. The Companywill implement them in the future accordingto the actual needs or regulations of the law.
7. Other important information to facilitate better understanding of the companys corporate social responsibility practices
The Companywill continue toparticipate in regional donations and communityrelated activities.

(7) The Company's performance and measures to ethical corporate management.

Evaluation Item Implementation Status ( 1)

Deviations from “the

43

Yes No Abstract Illustration Ethical Corporate
Management Best-Practice
Principles for TWSE/TPEx
Listed Companies” and
Reasons
1.
Establishment of ethical corporate management
policies and programs
(1) Does the Companyhave an ethical corporate
management policy that has been approved by the
Board of Directors andexpresses its policies and
practices on ethical corporate management in its
regulations and external documents, as well as the
commitment of the Board of Directors and senior
management to actively implement the corporate
management policy?
(2) Has the Companyestablished an assessment
mechanism for the risk of unethical conduct, and
regularly analyzed and evaluated the business
activities in the scope of business with a higher risk
of unethical conduct, and formulated a plan to
prevent unethical conduct, covering at least the
preventive measures under Article 7, paragraph 2 of
"Ethical Corporate Management Best Practice
Principles for TWSE/GTSM Listed Companies"?
(3) Does the Company have defined operating
procedures, conduct guidelines, disciplinary and
complaint
systems
for
non-compliance,
and
periodically review and correct the foreclosure
program in its unethical conduct prevention
program?




















V
V
V
(1) The Company has established the "Ethical
Corporate
Management
Best
Practice
Principles", which are based on the business
philosophy of honesty, transparency and
accountability, and has formulated policies
based on ethical integrity, and established
good corporate governance and risk control
mechanisms to create a sustainable business
environment, which are disclosed on the
Company's website.
(2) The Company has procedures and conduct
guidelines for preventing unethical conduct, and
will provide guidance to employees through
internal mailings and conduct guidance sessions
for directors and supervisors through external
instructors.
(3) The Company's precautionary measures shall
cover, at least, the following preventive
measures:
1. Offering and receiving bribes.
2. Providing illegal political contributions.
3. Improper charitable donation or sponsorship.
4. Offering or receiving unreasonable gifts,
hospitalityor other improper benefits.

















None

Board of Directors andexpresses its policies and
practices on ethical corporate management in its
regulations and external documents, as well as the
commitment of the Board of Directors and senior
management to actively implement the corporate
management policy?
Has the Companyestablished an assessment
mechanism for the risk of unethical conduct, and

regularly analyzed and evaluated the business

activities in the scope of business with a higher risk

of unethical conduct, and formulated a plan to

prevent unethical conduct, covering at least the

preventive measures under Article 7, paragraph 2 of

"Ethical Corporate Management Best Practice

Principles for TWSE/GTSM Listed Companies"?
Does the Company have defined operating
procedures, conduct guidelines, disciplinary and
complaint
systems
for
non-compliance,
and
periodically review and correct the foreclosure

program in its unethical conduct prevention

program?
2.
Fulfill operations integrity policy
(1)
Does the company evaluate business partners’
ethical records and include ethics-related clauses in
business contracts?


V
(1) The Company assesses the legality and integrity
of the transactions between companies with
which
it
has
business
dealings
before



(1) Follow the Company's
corporate management
principles.

44

Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status (1) Deviations from “the
Ethical Corporate
Management Best-Practice
Principles for TWSE/TPEx
Listed Companies” and
Reasons
Yes No Abstract Illustration
(3) Does the Company have a dedicated (part-time) unit
under the Board of Directors to promote ethical
corporate management and report to the Board of
Directors on a regular basis (at least once a year) on
itsethical corporate policy and program to prevent
unethical conduct and monitorits implementation?
(3)
Does the company establish policies to prevent
conflicts of interest and provide appropriate
communication channels, and implement it?
(4)Hasthe Company established an effective accounting
system
and
internal
control
system
for
the
implementation of ethical corporate management, and
has the internal audit unitdrawn up an audit plan
based on the assessment of the risk of unethical
conduct, in order to audit compliance with the plan
for preventing unethical conduct,or has it engaged an
accountant to perform the audit?
(5)
Does the company regularly hold internal and
external educational trainings on operational
integrity?














V
V
V
V
proceeding with subsequent transactions. A
ethical conduct clause is also included in the
signed commercial contract and is executed
after inspection by the legal unit.
(2) The Company has not yet established a
dedicated (part-time) unit under the Board of
Directors
to
promote
ethical
corporate
management, and will assess the need for such
a unit in the future.
The Board of Directors of the Company
requires its directors, supervisors and managers
to exercise a high degree of self-discipline and
take the initiative to state whether or not they
have a potential conflict of interest with the
Company, if they have any interest in
themselves or the legal persons they represent,
to state their views and answer questions, but
not to join in the discussion and voting, and to
avoid any discussion and voting.
(3) The Company has always avoided the risk of
engaging in business activities that involve
unethical conduct, and has always maintained a
policy of integrating accounting and cash flow.
The Company's internal auditors regularly
check the legality and reasonableness of the
Company's major transactions and the truth and
consistency of cash flow, and prepare audit
reports to the Board of Directors.
(4) In addition to establishing and implementing the
Ethical Corporate Management Best Practice


























(2)
The
Company
will
evaluate
whether
to
establish a dedicated
agency in the future
depending
on
the
operational needs.
Follow the Company's
corporate management
principles.
(3) Follow the Company's
corporate management
principles.
(4) Follow the Company's
corporate management
principles.
(5)
The
Company
will
conduct, in order to audit compliance with the plan

for preventing unethical conduct,or has it engaged an
accountant to perform the audit?
Does the company regularly hold internal and
external educational trainings on operational
integrity?

45

Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status (1) Deviations from “the
Ethical Corporate
Management Best-Practice
Principles for TWSE/TPEx
Listed Companies” and
Reasons
Yes No Abstract Illustration
Principles
that
govern
the
conduct
of
management
levels
and
employees,
the
Company keeps the design and implementation
of the system under review to ensure its
continuous effectiveness.
(5) The Company does not regularly conduct
internal
training
on
ethical
corporate
management, but from time to time, it
participates in external explanatory meetings on
ethical corporate management.








evaluate
whether
to
conduct
internal
education and training
on ethical corporate
management
on
a
regular basis in the
future.
3.
Operation of the integrity channel
(1)
Does the company establish both a
reward/punishment system and an integrity hotline?
Can the accused be reached by an appropriate
person for follow-up?
(2) Does the Company have a standard operating
procedure for the investigation of the matters to be
investigated, follow-up measures to be taken after
the completion of the investigation, and relevant
confidentiality mechanisms?
(3)
Does the company provide proper whistleblower
protection?
V
V
V
The Company has not yet established a reporting
channel and a disciplinary and complaint system for
violations of the rules of ethical corporate
management.



The
Company
currently
conducts the promotion of
the
Ethical
Corporate
Management Best Practice
Principles
and
concepts
through its internal website.
In the future, depending on
the effectiveness of the
promotion, the Company
will evaluate whether it is
necessary to establish a
reporting channel and a
disciplinary and complaint
system for violations of the
Ethical
Corporate
Management Best Practice
Principles.
4.
Strengtheninginformation disclosure
The Companycurrentlyconducts thepromotion of Follow
the
Company's

46

Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status (1) Deviations from “the
Ethical Corporate
Management Best-Practice
Principles for TWSE/TPEx
Listed Companies” and
Reasons
Yes No Abstract Illustration
Does the company disclose its ethical corporate
management policies and the results of its
implementation on the company’s website and MOPS?
V the Ethical Corporate Management Best Practice
Principles and concepts through its internal website.

corporate
management
principles.
5. If the company has established the ethical corporate management policies based on the Ethical Corporate Management Best-Practice Principles for
TWSE/TPEx Listed Companies, please describe any discrepancy between the policies and their implementation.:
The Company currently operates in accordance with the spirit of the Ethical Corporate Management Best Practice Principles, except that the Company has
not established a dedicated unit and has not established a reporting channel and a disciplinary and complaint system for non-compliance with Ethical
Corporate Management Best Practice Principles.
6. Other important information to facilitate a better understanding of the company’s ethical corporate management policies (e.g., review and amend its
policies).: None

(8) If the Company has set up corporate governance principles and relevant rules, the Company shall disclose methods for inquiry: None

  • (9) Other important information to facilitate better understanding of the Company's corporate governance activities may be disclosed here: The Company’s

  • website.

47

  • (10) Implementation status of internal control system

  • Statement of internal control system

Lotes Co., LTD

Statement of Internal Control System

Date: March 25, 2020

The Company's internal control system for 2019, based on the results of self-assessment, hereby states as follows:

  1. The Company knows that it is the responsibility of the board of directors and managers of the Company to establish, implement and maintain the internal control system.The Company has established such system to reasonably assure the effectiveness and efficiency of operations (including profits, performance and asset security), report reliability, timeliness, transparency and compliance with relevant regulations.

  2. An internal control system has its inherent limitations. No matter how perfect the design is, an effective internal control system can only provide reasonable assurance for the achievement of the above three objectives. Moreover, the effectiveness of internal control system may vary with the change of the environment and situation. However, the Company's internal control system has a self-monitoring mechanism. Once the deficiencies are identified, the Company will take corrective action.

  3. The Company shall judge whether the design and implementation of the internal control system are effective or not according to the assessment items for the effectiveness of the internal control system stipulated in the “Regulations Governing Establishment of Internal Control Systems by Public Companies” (the Regulations). According to the assessment items adopted therein, the internal control system is divided into five elements based on the the process of management control: (1) environment control, (2) risk assessment, (3) control operation, (4) information and communication, and (5) supervision operation. Each component element also includes several items. For the above items, please refer to the provisions of the Regulations.

  4. The Company has adopted the above internal control system to assess the items and evaluate the effectiveness of the design and implementation of the internal control system.

  5. Based on the outcome of the foregoing assessment, the Company considers that the design and implementation of its internal control system (including supervision and management of its subsidiaries) as of December 31, 2019, regarding ther understanding of the effectiveness of operations and the extent to which efficiency objectives have been achieved, report reliability, timeliness, transparency and compliance with relevant regulations, are effective and that the system can reasonably ensure the attainment of the above objectives.

48

  1. This statement constitutes the main content of the annual report and the prospectus of the Company and is made public. If any of the contents disclosed above is found to be false, have concealment or other illegal matters, it will involve legal liabilities under Articles 20, 32, 171 and 174 of the Securities and Exchange Act.

  2. This statement was approved by the board meeting of the Company on March 25, 2020. Among the directors present, no one held opposing opinions, while the rest agree with the content of this statement.

Lotes Co., LTD

Chairperson: Chu, Te-Hsiang

President: Ho, Te-Yu

  1. Where a certified public accountant is entrusted to examine the internal control system, the audit report shall be disclosed: N/A.

  2. (11) During the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, the Company and its internal personnel have been punished according to the law or the Company has imposed punishment on its internal personnel for violating the provisions of the internal control system, been found to have major deficiencies and made improvements: none.

  3. (12) During the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, important resolutions of the shareholders meeting and the Board of Directors meeting:

  4. Contents of important resolutions of the Board of Directors and shareholders meeting

Shareholders
/ Board of
Directors
Meeting

Date
Important Resolutions
Board of
Directors
Meeting
January 17,
2019

The Company’s 100% owned reinvestment business, Lotes Zhongshan Co.,
Ltd, plans to purchase real estate in Sanjiao Township, Zhongshan City,
China.
Board of
Directors
Meeting
March 21,
2019
1. The Company’s 2018 annual business report, financial statements and
consolidated financial statements.
2. The Company’s 2018 surplus distribution.
3. Issued the Company’s “Statement for internal control system”
4. To amend part of the articles of the Company’s “Article of Incorporation”
5. To amend part of the articles of the Company’s “Obtain or dispose of
assets control”
6. To amend part of the articles of the Company’s “Fund loan and
endorsements and guarantees control”
7. In response to the Company’s reinvestment business in China,Lotes

49

Guanghou Co., Ltd’s (hereinafter referred to as Panyudeyi) future
planning of expanding operating equipment and the need for a large
amount of capital to construct plant in Zhongshan, and to flexibly use the
group’s working capital, it is planned to apply for loan of funds from the
Company to its subsidiary, Panyudeyi, within the limit of RMB 30
million.
8. The re-election of the Company's Directors and Supervisors.
9. The nomination and consideration of the Company’s candidates for
Directors (including independent Directors) and Supervisors.
10. Holdingthe Company’s 2019 regular shareholders’ meeting.
Board of
Directors
Meeting
May 10,
2019
1. The Company’s financial statement for the first quarter of 2019.
2. The Company plans to apply for a comprehensive credit line of USD6
million to Bank SinoPac Co., Ltd..
3. The Company’s 100% owned reinvestment business in China, Lotes
Guanghou Co., Ltd plans to apply for a credit line of USD 8 million to
Bank SinoPac Co., Ltd. (hereinafter referred to as Bank SinoPac)and
have the Company provideguarantee for the reinvestment company.
Shareholders
Meeting

June 14,
2019
1. 2018 annual business report and financial statement.
2. 2018 surplus distribution.
3. 2018 report on distribution of compensation of employees, directors and
supervisiors.
4. Amending part of the articles of the Company’s “Article of
Incorporation”
5. Amending part of the articles of the Company’s “Obtain or dispose of
assets control”
6. Amending part of the articles of the Company’s “Fund loan and
endorsements and guarantees control”
7. The re-election of the Company's Directors and Supervisors.
Board of
Directors
Meeting
June 14,
2019
1. The election of Chairman.
Board of
Directors
Meeting
June 26,
2019
1. Setting the Company’s 2018 ex-dividend date for cash dividend
2. The Company plans to hire members for the 4thsalary and remuneration
committee.
3. To draw up the Company’s “Standard operating procedure for Directors’
requests”.
4. The Company plans to apply for a comprehensive credit line of NTD 2
billion to Hua Nan Commercial Bank, Ltd.
5. The Company plans to apply for a comprehensive credit line of USD 3
million to Mega International Commercial Bank Co., Ltd.
6. The Company plans to apply for a comprehensive credit line of NTD 3
billion to E.Sun Commercial Bank, Ltd.
7. The Company plans to apply for a short-term comprehensive credit line
and a medium to long-term comprehensive credit line in total of NTD 3

50

billion to CTBC Bank Co., Ltd.
Board of
Directors
Meeting
August 12,
2019
1. The Company’s financial statement for the second quarter of 2019.
Board of
Directors
Meeting
November
11, 2019
1. The company's 2019 year-end bonus distribution for managers.
2. The Company’s 2020 schedule for internal audit plan.
3. The Company’s subsidiary, REKA Technology Co., Ltd. (hereinafter
referred to as REKA Tech) plans to have the Company provide
guarantee in response to its need forpurchasingmaterials.
Board of
Directors
Meeting
March 25,
2020
1. The Company plans to pass the Company’s 2020 budgets.
2. The Company’s distribution amount and method for the 2019
compensations of employees and directors and supervisors.
3. The Company’s 2019 annual business report, financial statements and
consolidated financial statements.
4. The Company’s 2019 surplus distribution.
5. Issued the Company’s “Statement for internal control system”
6. To amend part of the articles of the Company’s “Management of
operating of board meeting”
7. To amend part of the articles of the Company’s “Rules and procedures of
operating shareholder’s meeting”
8. To draw up the Company’s “Operating procedures for apply to suspend
and resume trading”
9. To amend part of the articles of the Company’s “Ethical corporate
management principles”
10. To amend part of the articles of the Company’s “Financial statement
preparation process control”
11. In response to the Company’s reinvestment business in China, Lotes
Guanghou Co., Ltd’s (hereinafter referred to as Panyudeyi) future
planning of needing fund to expand operating equipment, and to flexibly
use the group’s working capital, it is planned to apply for loan of funds
from the Company to its subsidiary, Panyudeyi, within the limit of RMB
50 million.
12. The company plans to change the auditing certified accountant
13. To hold the Company’s 2020 regular shareholders’’ meeting.

2. Review of the implementation of matters resolved at the 2019 annual general meeting of shareholders

Shareholders MeetingResolutions Implementation Status
1. 2018 Annual Business Report and Financial
Statement.
The Company’s 2017 operating revenue was
NT$13,311,518
thousand,
net
income
was
NT$1,608,567 thousand and earnings per common
stock was NT$17.21.
2. 2018 Surplus Distribution. In accordance with the resolution, the shareholders
allotted a cash dividend of NT$8.7 per share and a
total of NT$900,257 thousand in cash.
3. 2018 Annual Report on the Distribution of
Employee and Director Remuneration.
In accordance with Article 19 of the Company's
Articles of Incorporation, taking into account the
shareholders' rights and interests, and with reference
to the standards of the industryand the overall

51





economic environment, the Company proposes to
provide employees' remuneration of NT$56,000,000
and directors' and supervisors' remuneration of
NT$4,480,000 for fiscal 2018, and the actual
payment is the same.
4. Amendment to some of the provisions of the
Company’s “Articles of Incorporation”.
Execute as resolved.
5. Amendment to some of the provisions of the
Company’s
“Regulations
Governing
the
Acquisition and Disposal of Assets”.
Execute as resolved.
6. Amendment to the Company’s “Procedures
for Lending Funds to Others and Management
of Endorsement and Guarantees”.
Execute as resolved.
7. Re-election of directors and supervisors of
the Company.














The Company elected the following perssonel in
accordance with the results of the election at the
shareholders meeting
Director:Jiaming Investment Co., Ltd.
Representative: Chu, Te-Hsiang
Director:Jiaming Investment Co., Ltd.
Representative: Ho, Te-Yu
Director:Chin, Chang-Min
Director:Tsai, Ming-Jui
Independent Director:Hsieh, Chia-Ying
Independent Director:Hu, Jui-Ching
Supervisor:Jinling Investment Co., Ltd.
Representative: Chang, Kun-Yao
Supervisor:Yang, Wen-Ming
Supervisor:Cheng,Ming-Sung
  • (13) During the most recent fiscal year and as of the date of publication of the annual report, the directors or supervisors disagreed with the Board of Directors on the adoption of a significant resolution and there is a record or written statement to the effect: none.

  • (14) During the most recent year and as of the date of this annual report, the resignations and terminations of the Company's chairperson, president, accounting supervisor, finance supervisor, internal audit supervisor and research and development supervisor were summarized as follows: None.

5. Accountants’ Information

(1) Information on CPA professional fees:

Accounting Firm Name of CPA Name of CPA Audit
Period
Remarks
KPMG Taiwan Chung,
Tan-Tan
Chen,
Fu-Wei
2019

Unit: NT$ thousand

52

Professional Charge
Class Interval
Professional Charge
Class Interval
Audit Fee Non-audit Fee Total
1 Less than$2,000
2 $2,000(inclusive)~$4,000
3 $4,000(inclusive)~$6,000 4,200 450 4,650
4 $6,000(inclusive)~$8,000
5 $8,000(inclusive)~$10,000
6 More than$10,000(inclusive)
  1. If the non-audit fee paid to a CPA, the firm of the CPA and its affiliates is more than one-fourth of

  2. the audit fee, the amount of the audit and non-audit fee and the non-audit services shall be disclosed. The Company's non-audit fees were NT$300,000 for the transfer of the pricing audit report and NT$150,000 for the transfer of the pricing principal document.

  3. If the audit fee for the year of replacement of an accounting firm is less than the audit fee for the year before the replacement, the amount of the audit fee before and after the replacement and the reason shall be disclosed and the reason: N/A.

  4. If the audit fee is reduced by more than 15% from the previous year, the amount, proportion and reason for the reduction shall be disclosed: N/A.

  5. (2) Information on replacement of CPA:

  6. Regarding the former CPA:

. Regarding the former CPA:
Replacement Date February 21, 2020
Replacement reasons and
explanations
The Company's original CPAs were Chung, Tan-Tan and Chen,
Fu-Wei from KPMG Taiwan, who were rotated to meet the
requirements of Statement of Auditing Standards No. 46, the
relevant laws and regulations of the competent securities
authorities and their risk management. The Company's CPAs have
been changed to Lee,Feng-Hui and Chung,Tan-Tan.
Describe whether the Company
terminated or the CPA did not
accept the appointment
Parties
Status
CPA The Company
Termination of
appointment
No longer accepted
(continued)
appointment
Other issues (except for
unqualified issues) in the audit
reports within the last twoyears
None
Differences with the company Yes Accounting principles or practices
Disclosure of Financial Statements
Audit scope or steps
Others
None
Explanations

53

Other Revealed Matters (Article 10, Subparagraph 6, Item 1-4 to None 1-7 of this Standard)

  1. Regarding the successor CPA:
egarding the successor CPA:
Name of accounting firm KPMG Taiwan
Name of CPA Lee, Feng-Hui
Date of appointment February 21, 2020
Consultation results and opinions on
accounting treatments or principles with
respect to specified transactions and the
company's financial reports that the CPA
might issueprior to the engagement.
None
Succeeding CPA’s written opinion of
disagreement toward the former CPA
None
  1. Letter of reply from the former accountants: N/A.

  2. (3) The Company’s Chairperson, CEO, CFO, and Managers in charge of its finance and accounting operations did not hold any positions in the Company’s independent auditing firm or its affiliates during the latest fiscal year :None.

  3. Transfer or pledge of shares by the company's directors, supervisors, managers and stockholders with more than 10% of the company's shares:

  4. (1) Changes in shareholding transfers by directors, supervisors, managers and substantial shareholders

Unit: shares

Unit: shares Unit: shares
Title Name 2019 As of April 21 of the
current year
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Chairperson Chia Ming
Investment Ltd.
Representative:
Chu, Te-Hsiang
(500,000) 0 (56,000) 0
Legal
Representative
of the
Chairperson
Chu, Te-Hsiang
10,500 0 0 0

54

Director Chia Ming
Investment Ltd.
Representative:
Ho, Te-Yu
(500,000) 0 (56,000) 0
Legal
Representative
of the
Chairperson
Ho, Te-Yu
10,500 0 0 0
Director Tsai, Ming-Jui
(13,000) 0 0 0
Director Chin,
Chang-Min
0 0 0 0
Independent
director
Hsieh,
Chia-Ying
0 0 0 0
Independent
director
Hu, Jui-Ching
0 0 0 0
Supervisor Jinling
Investment Ltd.
Representative:
Chang, Kun-Yao
0 0 0 0
Legal
Representative
of a Supervisor
Chang, Kun-Yao
0 0 0 0
Supervisor Cheng,
Ming-Sung
0 0 0 0
Supervisor Yang, Wen-Ming

0
0 0 0
President Ho, Te-Yu
10,500 0 0 0
R&D Director Chu, Te-Hsiang
10,500 0 0 0
Associate
President's
office
Chu Chen,
Yi-Hui
0 0 0 0
Sales
Senior Vice
President
Tsai, Ming-Jui
(13,000) 0 0 0
Business
Management
Vice President
Lu, Chih-Cheng
5,000 0 0 0
Business
Management
Vice President
Kung,
Yung-Sheng
0 0 0 0
Business
Management
Assistant Vice
President
Lin, Ching-Hao
(500) 0 0 0
Business
Management
Assistant Vice
President
Lin, Tsun-Te
0 0 0 0

55

Business
Management
Assistant Vice
President
Lin, Ko-Lun
1,000 0 (1,000) 0
Business
Management
Assistant Vice
President
Lin, Yao-Ching
0 0 0 0
Sales A
Assistant Vice
President
Wu, Yi-Chen
0 0 0 0
Sales B
Assistant Vice
President
Li, Cheng-Wen
0 0 0 0
Finance
Assistant Vice
President
Liu, Hsing-Hsia
1,000 0 (1,000) 0
Finance
Assistant
Manager
Liang, Shih-Yi
0 0 0 0
Audit
Supervisor
Wang, Hsi-Hung
0 0 0 0
Business
Management
Assistant Vice
President
Liu, Chi-Hung
2,000 0 0 0

(2) Information on Relative Persons Related to the Transfer of Equity.

Name Reasons for
Equity Transfer

Date
Counterparties
Relationship of
Counterparties to the
Company, Directors,
Supervisors, Managers and
Shareholders Holding More
than 10% ofthe Shares
Shares Transaction
Price
None None None None None None None

(3) Information on Relative Persons to the Equity Pledge: None

56

7. Relationship among the Top Ten Shareholders

April 21, 2020

April 21, 2020 April 21, 2020
Name Current Shareholding Spouse’s/Minor’s
Shareholding
Shareholding
by Nominee
Arrangement
Name and Relationship Between the Company’s Top
Ten Shareholders, or Spouses or Relatives Within Two
Degrees
Remarks
Shares % Shares % Shares % Name Relationship
Jinling Investment
Co. Ltd.
10,956,237 10.59% 0 0.00% 0 0.00% Ho, Te-Yu Jinling Investment Co., Ltd.
Chairperson
Chu, Te-Hsiang Jinling Investment Co.,
Ltd.Supervisor
Chia Ming
Investment Ltd.
9,873,037 9.54% 0 0.00% 0 0.00% Chu, Te-Hsiang Jiaming Investment Co., Ltd.
Chairperson
Chu Chen,
Yi-Hui
Jiaming Investment Co.,
Ltd.Supervisor
Cathay Life Insurance
Company, Ltd.
5,286,000 5.11% 0 0.00% 0 0.00% None None
Dun Lin Investment
Co.,Ltd.
5,000,000 4.83% 0 0.00% 442,555 0.43% Ho, Te-Yu Jinling Investment Co., Ltd.
Chairperson
Fubon Life Assurance
Co., Ltd.
4,857,047 4.69% 0 0.00% 0 0.00% None None
New Labor Pension 4,439,392 4.29% 0 0.00% 0 0.00% None None
Dechuan Investment
Co.,Ltd.
3,001,388 2.90% 0 0.00% 11,476 0.01% Chu, Te-Hsiang Jiaming Investment Co., Ltd.
Chairperson
Old Labor Pension 1,799,391 1.74% 0 0.00% 0 0.00% None None
Investment account
of Deutsche Bank
entrusted to
Richard's Equity
Trust for small
companies
1,489,000 1.44% 0 0.00% 0 0.00% None None

57

Investment account
of the Norges Bank
entrusted to Citibank
Taiwan Ltd.
1,466,712 1.42% 0 0.00% 0 0.00% None None

58

  1. Information on the number of shares of the company invested by the company, any of the company’s directors and supervisors and executive officers or a company directly or indirectly controlled by the company and consolidated percentage of shareholding:

The Company's shareholdings in the investee companies are 100% owned by the Company and no joint shareholding with others or other companies has occurred.

59

IV. Capital Overview

1. Capital and shares

(1). Source of capital

Unit: thousand shares/ $ thousand

Unit: thousand shares/$thousand Unit: thousand shares/$thousand Unit: thousand shares/$thousand
Date Insurance
Price
(NT$)
Authorized Capital Paid-in Capital Remarks
Shares Amount Shares Amount Sources of
Capital (NT$)
Capital Increased
by Assets Other
than Cash


Other
Dec. 1987 5,000 5,000 $5 million
capital stock
of
establishment
Jian-San-Ding-Zi
Letter No. 344438
dated December 1,
1987
Sep. 1998 10,000 2.5 25,000 2.5 25,000 Cash capital
increase of
$20 million
Jian-San-Ding-Zi
Letter No. 230910
dated September 22,
1998
Sep. 2004 10 12,012 120,120 12,012 120,120 Cash capital
increase of
$95.12 million

Jing-Zhong-Zi Letter
No. 09332670500
dated September 3,
2004
Oct, 2004 10 44,500 445,000 44,500 445,000 Cash capital
increase of
$324.88
million
Jing-Zhong-Zi Letter
No. 09332928790
dated October 27,
2004
Dec. 2004 18 49,400 494,000 49,400 494,000 Cash capital
increase of
$49 million
Jing-Zhong-Zi Letter
No. 09333306580
dated January6,2005
Oct. 2005 10 61,000 610,000 52,320 523,200 Capitalization
of retained
earnings of
$29.2 million
Jing-Zhong-Zi Letter
No. 09401205920
dated October 17,
2005
Aug. 2006 10 61,000 610,000 55,686 556,860 Capitalization
of retained
earnings of
$33.66 million

Jing-Shou-Shang-Zi
Letter No.
09501181500 dated
August 18,2006
Aug. 2006 16.5 61,000 610,000 59,166 591,660 Cash capital
increase of
$34.8 million
Jing-Shou-Shang-Zi
Letter No.
09501185810 dated
August 23,2006
Mar. 2007 10 61,000 610,000 60,349 603,493 Capitalization
of capital
reserves of
$11.83 million

Jing-Shou-Shang-Zi
Letter No.
09601038990 dated
March 1,2007
Aug, 2007 10 105,000 1,050,000 63,820 638,200 Capitalization
of retained
earnings of
$34.71 million

Jing-Shou-Shang-Zi
Letter No.
09601189090 dated
August 6,2007
Jan. 2008 41 105,000 1,050,000 71,174 711,740 Cash capital
increase of
$73.54 million

Jing-Shou-Shang-Zi
Letter No.
09701004250 dated
January14,2008

60

Aug. 2008 10 105,000 1,050,000 76,232 762,327 Capitalization
of retained
earnings of
$50.587
million
Jing-Shou-Shang-Zi
Letter No.
09701196230 dated
August 5, 2008
Dec. 2009 14.98 105,000 1,050,000 77,104 771,041 Capitalization
of employee
stock warrants
of $8.714
million
Jing-Shou-Shang-Zi
Letter No.
09801280550 dated
December 7, 2009
Feb. 2010 116.5 105,000 1,050,000 83,104 831,041 Cash capital
increase of
$60 million
Jing-Shou-Shang-Zi
Letter No.
09901038450 dated
March 2,2010
Sep. 2010 140 105,000 1,050,000 93.104 931.041 Cash capital
increase of
$100 million
Jing-Shou-Shang-Zi
Letter No.
09901213910 dated
September 23,2010
Jan. 2011 10.98 105,000 1,050,000 93.313 933.139 Capitalization
of employee
stock warrants
of $2.098
million
Jing-Shou-Shang-Zi
Letter No.
10001008880 dated
January 17, 2011
Aug. 2011 10.98 105,000 1,050,000 93,477 934,779 Capitalization
of employee
stock warrants
of $1.64
million
Jing-Shou-Shang-Zi
Letter No.
10001184600 dated
August 15, 2011
Jan. 2019 140 155,000 1,550,000 103,477 1,034,779 Cash capital
increase of
$100 million
Jing-Shou-Shang-Zi
Letter No.
10801009430 dated
January23,2019

Unit: shares

Unit: shares
Share Type Authorized Capital Remarks
Issued Shares Un-issued Shares Total Shares
Registered Shares 103,477,900 51,522,100
155,000,000

Summary of information related to the reporting system: N/A.

(2). Shareholder structure

Unit: shares April 21, 2020

Shareholder
structure
Item


Government
Agencies
Financial
Institutions
Other
Juridical
Persons
Domestic
Natural
Persons
Foreign
Institutions &
Natural
Persons
Total
Number of
Shareholders
4 173 44 3,584 219 4,024
Shareholding
(shares)
7,456,297 29,790,463 31,356,606 11,821,620 23,052,914 103,477,900
Percentage 7.21% 44.94% 30.30% 11.42% 22.28% 100.00%

61

(3).Diffusion of ownership

ffusion of ownership ffusion of ownership ffusion of ownership ffusion of ownership
April 21,2020
Class of Shareholding
(Unit: shares)
Number of
Shareholders
Shareholding (Shares) Percentage
1 ~ 999 922
116,498

0.11%
1,000 ~ 5,000 2,433
4,088,774

3.95%
5,001 ~ 10,000 189
1,409,209

1.36%
10,001 ~ 15,000 79
1,023,803

0.99%
15,001 ~ 20,000 48
857,165

0.83%
20,001 ~ 30,000 64
1,627,623

1.57%
30,001 ~ 50,000 70
2,627,204

2.54%
50,001 ~ 100,000 83
6,311,548

6.10%
100,001 ~ 200,000 53
7,656,488

7.40%
200,001 ~ 400,000 34
9,280,156

8.97%
400,001 ~ 600,000 17
8,511,548

8.23%
600,001 ~ 800,000 5
3,409,917

3.30%
800,001 ~ 1,000,000 0
0

0
Over 1,000,001
(Classified according to actual
situation)
17
56,557,967

54.66%
Total 4024
103,477,900

100%

Diversification of shareholding in preference shares: N/A.

(4). List of major shareholders

The names, amounts and percentages of the top ten shareholders with or shareholders holding at least 5% of the shares.

Unit: shares April 21, 2020

Shares
Major Shareholders

Shareholding

Shareholding
Shares Percentage
Jinling Investment Co., Ltd. 10,956,237
10.59%
Jiaming Investment Co., Ltd. 9,873,037
9.54%
Cathay Life Insurance Company, Ltd. 5,286,000
5.11%
Dun Lin Investment Co., Ltd. 5,000,000
4.83%
Fubon Life Assurance Co., Ltd. 4,857,047
4.69%
New Labor Pension 4,439,392
4.29%

62

Dechuan Investment Co., Ltd. 3,001,388
2.90%
Old Labor Pension 1,799,391
1.74%
Investment account of Deutsche Bank entrusted to Richard's
EquityTrust for small companies
1,489,000
1.44%
Investment account of the Norges Bank entrusted to
Citibank Taiwan Ltd.
1,466,712
1.42%
  • (5). Market Price per share,net worth per share,earnings per share,dividends per share,and related information for the past 2 fiscal years

Unit: NT$

Unit: NT$
Items Year

2018
2019 As of March 31,
2020 for the year
Market Price
per Share
Highest Mrket Price 251 331 355
Lowest Market Price 150 191.5 210
Average Mrket Price 200.5 261 282.5
Net Worth
per Share
Before Distribution 101.69
114.18
After Distribution 92.06
Earnings
per Share
Weighted Average Shares
(thousand shares)
93,478
103,231

103,478
Earnings
per Share
Before adjustment 17,21
20.11
After adjustment 17.15 20.06
Dividends
per Share
Cash Dividends 8.7 10.5
Stock
Dividends
Dividends from
Retained Earnings
Dividends from
Capital Surplus
Accumulated Undistributed
Dividends
Return on
Investment
Price / Earnings Ratio 11.65 12.98
Price / Dividend Ratio 23 24.86
Cash Dividend Yield Rate 4.34% 4.02%

(6). Dividend Policy and Implementation Status

  1. The Company's Articles of Incorporation provide that the Company shall set aside not less than 3% of its annual profits for the remuneration of employees and not more than 3% for the remuneration of directors and supervisors. However, if the company has accumulated losses, it shall retain the amount of compensation in advance and allocate the remuneration of employees and directors and supervisors in proportion to the above. The above-mentioned employees' remuneration may be paid in stock or cash to employees of a subsidiary company who meet certain criteria.

If there is any surplus after the final settlement of each year, the Company shall first complete the tax contribution, make up the deficit of the previous year and set aside 10% of the surplus as

63

legal reserve, except when the legal reserve has reached the total capital; if there is any surplus and the accumulated undistributed surplus, the Board of Directors shall prepare a proposal for the distribution of the surplus and submit it to the shareholders' meeting for resolution, and the shareholders' bonus to be distributed shall not be less than 20% of the net income after tax less the amount of legal reserve.

The Company will take into account the environment and growth stage of the Company and will expand its business in the future. The distribution of earnings should take into account the Company's future capital expenditure budget and capital requirements, and pay cash dividends of not less than 10% of the dividends distributed in the current year.

  2. Proposed dividend distribution at the shareholders' meeting.

  - To allocate NT$1.086.517 thousand in cash dividends of NT$10.5 per share from the 2019 earnings and authorize the Board of Directors to set another date of payment once the resolution is approved at the regular shareholders' meeting.
  • (7). Effect upon Business Performance and Earnings per Share of any Stock Dividend Distribution Proposed or Adopted at the Most Recent Shareholders’ Meeting: None.

  • (8). Employee Bonus and Directors' and Supervisors' Remuneration

  • Ratio or scope of remuneration for employees, directors and supervisors as set forth in the Articles of Incorporation: please refer to the description in (6) above.

  • The basis for estimating the amount of employee and directors’compensation, for calculating the number of shares to be distributed as employee compensation, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period:

In accordance with the Ji-Mi-Zi Interpretation Letter No. 052 of the Accounting Research and

  • Development Foundation (96), the Company estimates the amount of employee remuneration and directors' and supervisors' remuneration since January 1, 2008 and recognizes it as an appropriate accounting item under operating costs or operating expenses based on the nature of the employee remuneration and directors' and supervisors' remuneration. Any difference between the resolution of a subsequent shareholders' meeting and the estimates in the financial statements is treated as a change in estimates and recorded as profit or loss for the period.

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

  • (1) Amount of employee remuneration and directors' and supervisors' remuneration distributed in cash or shares.

The proposed cash bonus to employees is NT$73,100 thousand.

The proposed remuneration for directors and supervisors is NT$4,480 thousand.

  • (2) The amount of any employee compensation distributed in stocks, and the size of that amount as a percentage of the sum of the after-tax net income stated in the parent company only financial reports or individual financial reports for the current period and total employee

64

compensation: the Company did not pay any employee stock dividends during the period.

  1. Actual distribution of remuneration to employees, directors and supervisors during the prior year: The Company's net income after tax for 2018 was $1,608,567 thousand, and the Board of Directors resolved to distribute employee remuneration of $56,000 thousand and director and supervisor remuneration of $4,480 thousand for 2018, which is the same as the actual distribution of employee, director and supervisor remuneration totaling $60,480 thousand for 2018 as resolved by the Board of Directors and reported at the 2019 Annual Meeting of Shareholders.

  2. (9). Share repurchases: None

  3. Issuance of corporate bonds: None

  4. Issuance of preferred shares: None

  5. Issuance of global depository receipts: None

  6. Employee subscription warrants:

  7. (1) Employee subscription warrants

oyee subscription warrants:
mployee subscription warrants
oyee subscription warrants:
mployee subscription warrants
April 14,2018
Types of Employee Stock Option Warrants First (period)
Types of Employee Stock Option Warrants
Date of effective registration July 30, 2007
Issue date August 13, 2007
Number of units issued 1,253,000 units
(1,253,000 common stocks)
Ratio of subscribed shares issued to total
number of shares issued(Note 1)

1.34%
Subscription Period Within fiveyears from the actual issue date
Exercise Method Issuance of newshares
Period and ratio in which subscription is
restricted

70% after 2years;
100% after 3years
Number of shares obtained 1,245,200
Amount of the shares subscribed 17,157,901
Number of shares that have not been
subscribed

7,800
Subscription
price
per
share
of
the
unsubscribed shares

10.98
Ratio of the number of unsubscribed shares
to the number of issued and outstanding

0.01%

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shares
Effect on shareholders' equity This Stock Option Warrant shall be
executed over five years after the
expiration of two years from the Issue
Date.
As of December 31, 2012, the remunerative
employee stock option plan has expired
and the outstanding stock options as of the
expiration date are deemed to be waived,
therefore the unexecuted portion of the
stock options no longer has any effect on
shareholders' equity.

66

  • (2) The names of the managers who acquired the employee stock options and the top ten employees who acquired the stock options, the acquisition and subscription status
April 14,2018/ Unit: shares;Unit: TWD April 14,2018/ Unit: shares;Unit: TWD April 14,2018/ Unit: shares;Unit: TWD April 14,2018/ Unit: shares;Unit: TWD April 14,2018/ Unit: shares;Unit: TWD April 14,2018/ Unit: shares;Unit: TWD April 14,2018/ Unit: shares;Unit: TWD
Title Name Number of
shares
acquired
Ratio of the
number of
subscribed
acquired shares to
the number of
issued and
outstanding shares
Implemented (by2 years) Implemented (by 3 years) Not implemented

Number of shares
acquired
Price of shares
acquired
Amount of shares
acquired
Ratio of the
number of
subscribed shares
to the number of
issued and
outstandingshares
Number of shares
acquired
Price of shares
acquired
Amount of shares
acquired
Ratio of the
number of
subscribed shares
to the number of
issued and
outstandingshares

Number of
shares
acquired
Price of
shares
acquired
Amount of shares
acquired
Ratio of the
number of
subscribed shares
to the number of
issued and
outstandingshares
Managers Sales Vice President Tsai, Ming-Jui 371,000 0.40% 259,700 14.98 3,890,306 0.28% 111,300 10.98 1,222,074 0.12% 0 0 0 0
Business
Management Vice
President
Lu, Chih-Cheng
Business
Management Vice
President
Kung,
Yung-Sheng
Business
Management
Assistant Vice
President
Lin, Ching-Hao
Finance Manager Liu, Hsing-Hsia
Finance Assistant
Manager
Liang, Shih-Yi
Employees
--
-- -- -- -- -- -- -- -- -- -- -- -- -- -- --
  1. Restriction on issuning of new employee option: None.

  2. Share issuance of merger company: None.

  3. Implementation of the capital utilization plan: N/A.

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V. Overview of Business Operations

1.Description of the business

(1). Scope of business

  • A. Main business operation and sales ratio

  • (A) Main operation for businesses

    • a. Trading of various hardware parts and tool parts.

    • b. Trading, manufacturing and processing various terminals and their finished connectors.

    • c. Trading, manufacturing and processing electronic components.

    • d. Trading, manufacturing and processing precision tooling.

  • (B) Main products and their sales ratio

Unit: 1,000 TWD

2019 Net Operating
Major products Sales Ratio (%)
Sales(Note)
Connectors 14,541,968 96.38%
Other Electronic
Components
546,904 3.62%
Total 15,088,872 100.00%

B. The Company’s current products and services

The Company’s products are various connectors and components for computers, communications and mobile phones, and consumer electronic.

  • C. New products and services in planning

In order to continuously provide high quality products to clients, the Company continue to improve comprehensively on its process standard and energy in design, manufacturing process, quality control and testing, and to achieve the goals of high growth. Sparing no effort in developing new products, it keep developing towards fine pitch and high-density connectors. To match the future market trend of high speed connectors, it has recently been further developed into more actively engage in analyzing high-current, high-frequency connectors and developing capability to meet the market demand. In addition, to expand product lines and market scale, the Company had successfully developed the relevant connectors required for high-frequency server, automobiles, high-speed transmission devices and the latest transmission interface Type-C.

(2). Overview of the industry:

A.Status and development trends of the industry

Over the past decade, in response to global PC market saturation, computer and peripheral applied connectors facing fierce pricing competition in global market, and at the same time, in order to lower production cost and be nearby suppling the vast Chinese market, domestic connector (wiring) manufacturers have successively set up production bases in China. As a result, leading the industry’s proportion of export sales showing a gradually decrease by year before 2015.

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In 2015, due to the lack of obvious prosperity in global economic, which obviously impacted the demand for consumer electronic products, in addition to the rise of Chinese connector manufacturers forming great competition pressure for domestic suppliers, in turn impacting the export sales of related products, the industry’s proportion of export sales had come down to the lowest of recent years, 70.67%.

In 2016, given that the peripheral PC market demand continue to be weak, and facing severe threats from China’s red supply chain, domestic manufacturers was prompted to expedite the adjustment and optimization of products. In addition to actively invested in the development of smartphones and smart wearable devices related products, they had also step foot in multiple fields such as automotive electronics, aerospace & defense, green energy, medical, industrial internet of things, servers and cloud computing. Moreover, multiple companies had successfully entered the supply chain of internationally renowned manufacturers. Summarizing above statements, benefiting from domestic connectors (wiring) manufacturer’s fruitful achievements in various emerging fields and layouts, the proportion of export sales in this industry reaches 78.46% in 2016. Not only is it a significant improvement comparing to 2015, but also the highest since 2014. After 2017, although the manufacturers of this industry continue to demonstrate sustained results in expanding oversea niche markets in fields such as automotive electronics, USB Type-C, servers and 5G, the ongoing US-China trade friction since the second quarter of 2018 had forced the global electronic product supply chain to reorganize. Since 2019, there are already multiple domestic suppliers of PC, servers and computer boards related products choosing to move their production lines out of China, even coming back to manufacturing in Taiwan for products exporting to the U.S. to avoid the impact of high tariffs on products sold from China to the U.S. Therefore resulting in electronic components including electronic connectors (wiring) manufacturers transferring part of production capacity to supply domestic demand market, which leads to the proportion of export sales of this industry within the country showing a slightly decrease by year since 2017.

Furthermore, given the continuously increasing demand of high-speed transmission and power consumption for mobile devices such as NB and smartphones, USB-IF had officially announced the latest standard for USB, the “USB 3.2” in September, 2017. Its transmission speed could reach 20Gbps, however it must adopt USB Type C interface. This is mainly due to USB Type C could simultaneously support the transmission of information, power and audio and video content, which means having certain advantages in terms of hardware for simplifying ports and connectors. It is anticipated to prompt NB and smartphones’ brand manufacturer to expedite the implementation of Type C interface after the official launch of “USB 3.2”. According to Gartner’s estimation, the penetration rate of Type C specifications in the global notebook market in 2018 will be further increased from 54% in 2017 to 73%. While Strategy Analytics estimated the penetration rate of Type C specifications in the global smartphones market will be further

69

increased from 16% in 2017 to 29%, hence gradually becoming an important specification for high-end smartphones. With the expediting implementation in NB and smartphones products, prompting significant enlarged market demand for Type C connectors, this has become one of the important forces driving the profitable growth of the domestic connector manufacturers in 2018.

Global NB and Smartphone Type C specification market penetration

==> picture [341 x 152] intentionally omitted <==

Source: compiled by Gartner, Strategy Analytics, Taiwan Industry Economics Services, March 2018

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B.Connection between upstream, midstream and downstream industries

Connector
Industry
Raw
Materials
Industry
End-use
Applications
Metal Materials Plastical Materials Electroplating
Materials
Phosphor bronze
Brass
Beryllium copper
Titanium copper
Low-resistance copper
Stainless Steel
SPCC(Steel Plate Cold
Commercial)
LCP
PPS
PBT
PCT
NYLON
PC
Gold plating
Tin plating
Nickel plating
Computers &
Peripherals
Finished Product
Computers &
Peripherals
Telecommunications Consumer
Electronics
Automobile
Industry
Information
Technology
Others

C. Various developing trends of products

Connectors are widely used in automobile and computer peripherals application, communication data application, industrial, aerospace & defense, transportation, consumer electronics, medical, instruments, commercial equipment and more. However, with in-depth analysis, the strongest growths are application in automobile, communication equipment, and consumer electronics. Other applications such as computers or instruments are showing signs of saturation.

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With the development of technology in the electronics industry, there are more and more diversities. In the trend of requiring high-speed, miniaturized and even energy saving electronic products, some connectors have different performance requirements than before, hence increasing the development difficulties, yet at the same time, it has become the key to whether manufacturers could survive in competitions within the industry. Meanwhile, in response to the trend of developing thinner consumer electronic devices, up to date, the thickness of connectors has been reduced to within one inch. In addition to manufacturers re-layout product designs, changing component types and implementing stronger new components, the connection between components has become significantly important. Thus the connectors in thin equipment do not only need to have the ability of high-speed data transmission, but only the structural design of high pin count and fine pitch to satisfy the dual requirements for thickness and performance of the new generation electronic devices.

D. Competition of the products

Looking at the changes in layout of the connector industry for the past 20 years, the market share of large manufacturers continues to rise. The top ten manufacturers in global connector market are TE Connectivity, Amphenol, Molex, Delphi, Foxconn Technology Group, Yazaki Corporation, JST Mfg., JAE, Hirose Electric and Sumitomo Wiring Systems, Ltd.. The U.S. is the world's largest supplier of connectors, Japan ranks second. And Foxconn Technology Group is the only domestic connector manufacturer included in the top ten connector manufacturers in the world. Domestic connector manufacturers have benefited from the recent year’s transformation of applications in different fields such as electric vehicles, NetCom servers, new high-speed transmission mechanism of Type C and industrial wire harness. And the benefits have gradually shown in profitability. Although with the rise of China’s red supply chain, the status of four major monopolies, namely the U.S., Japan, South Korea and Taiwan have begun to loosen up, international giants are fighting it through expedite consolidation and adopt expansion and saving. However for smaller scaled domestic manufacturers, with technology and production capacity, only by taking advantage of Chinese manufacturers’ advantages in market and channels could they increase their competitiveness.

(3). Overview of technologies and R&D:

A. Technical levels of business operations

There are various types of connectors with continuously innovative products. Its technical development could be summarizing into two major outlines, one is the development of fine pitch and low profile, the other one is the development of high frequency. Under the market demand of high transmission speed and fine, compact, thin structured connectors, high frequency problems such as crosstalk noise, signal attenuation, electromagnetic interference, etc., have become the Company's development focus.

B. R&D Overview

In order to continuously provide high quality products to clients, the Company continue to improve comprehensively on its process standard and energy in design, manufacturing process, quality control and testing, and to achieve the goals of high growth. Sparing no efforts

72

in developing new products, it keeps developing towards fine pitch and high-density connectors. Recently, to further satisfy the market’s demand and cooperate with high-speed connector Type-C, WLAN and automotive connectors, the Company is actively cultivating the ability to analysis and experiment high frequency connectors. In addition, to expand product lines and market scale, the Company had successfully developed the relevant connectors required for NB, servers, mobile communication industry and automotive application industry.

  • C. Research and development expenses for recent years and as of the publish date of prospectus

Unit: 1,000 TWD

2019 2020Q1(Note)
R&D Costs 1,104,315
R&D Costs to Operating
Revenues
7.32%

Note: As of the date of publication of the annual report, the Company has not yet issued financial statements for the first quarter of fiscal year 2020.

D. 2019 R&D Achievements

a Automotive LightControlChip Connector
b 4 Row Connector for Desktop High-Bandwidth Computer
MemoryAccess
c Intel's latest multi-core, multi-layer, high-speed CPU
carrier for servers
d ServerChipTorque LoadingBuckle
e NewPCI-E4.0 Connectors
  • (4). Long- and short-term business development plans:

  • A. Short-term business development plans

  • a. Marketing Strategy: Develop products according to customers' individual needs.

  • b.Production Strategy: Reinforce the efficiency of production bases, reduce costs, improve instrument calibration capabilities, establish a measuring technology system and develop image measuring technology.

  • c. Development Strategy: Develop towards high-frequency and high-speed transmission connectors fields.

  • d. Financial Planning: Establish close cooperation with financial institutions, and fully make use of financing channels in capital market.

  • B. Long-term business development plans

  • a. Marketing Strategy: Head towards globalization and strengthen the LOTES brand.

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     - b. Production Strategy: Reinforce production process and expand automated production equipment.

     - c. Development Strategy: Expand the development of connectors and related modules for the related product markets in communication industry, consumer electronics, and the automotive industry.

     - d. Financial Planning: Finance through multiple channels and fully plan funds, creating a sounded financial structure
  1. Overview of market, production and sales:

  2. (1). Market analysis:

    • A. Sales Region:
Market analysis:
Sales Region:
Unit: 1,000 TWD
Year
Area

2018
2019
Amount % Amount %
Domestic 344,516
2.59
717,666
2.59
Export 12,967,002
97.41
14,371,206
97.41
Total 13,311,518 100.00 15,088,872 100,00

B. Market share

Bishop & Associates’ report shows the estimated overall sales in global connector market in 2018 is around 68.8 billion US dollars. Based on the company's 2018 net consolidated operating income of NTD13.3 billion, the company’s market share in global market is approximately 0.64% in 2018.

  • C. Market supply and demand situation and growth in the future

  • a.Global market overview

Overviewing the market scales in global and Chinese connector markets, following the transformation since 2016 where the application of electronic connectors gradually develop from applying to 3C to high added value fields such as artificial intelligence, fiber-optic communication, industry 4.0, automobile electronics, medical, green energy, aerospace and 5G, the global and Chinese connector markets have entered a new wave of rapid growth. According to Forward Business and Intelligence Co., Ltd.’s research, in 2018, the global market size of connector industry has reached 68.8 billion US dollars, an annual growth rate 9.21%. The CAGR for 2014 to 2018 is 6.79%. As for China, which has become the world's largest producer and seller in connector industry, has market size of 18 billion US dollars in 2018 with an annual growth rate of 9.09%. The CAGR for 2014 to 2018 is 7.26%.

Among the applications in emerging fields, automobile manufacturers continue to upgrade the specifications / functions of their communication and entertainment system and safety control system. Major connector (wiring) suppliers are optimistic on the development for self-driving, electric and other automobile applications. And along with Advanced Driver

74

Assistance Systems (ADAS) related products having higher gross margins and major countries recently introduced relevant supporting policies, automobile connectors are the most widely used nowadays. It is estimated that in 018, automobile electronic connectors are account for 22% of the global connector sales. The CAGR for 2014 to 2018 is 8%. Furthermore, it is worth mentioning that in 2018, Chinese connector market size accounts for 26.16% of the global market size. Comparing to the highest of 26.19% in 2016 and 2017, it is shown to be slightly deceasing. At the same time, in 2018, for the first time, its annual growth rate is lower than the global market. This reflects recent expansion of the global connector market has gradually moved from China to emerging countries.

If further divided based on the connectors’ application fields, then according to data from Chinese industrial research institute, in 2018, the automobile field still holds the largest share of the global market (23%). As for 2018, the second to sixth application fields are respectively communications (21%), consumer electronics (15%), industrial(12%), transportation (7%) and military (6%). The consumer electronics market share has significantly increased comparing to 2017 due to the Type-C port being confirmed as the standard of this industry, hence significantly increases the related product demand for converter and integrated docking station. Entering 2019, the global automobile market is obviously decreasing, leading a reduction in demand for connectors (wiring) used in automobtive electronics field. However, it is estimated that communication application will be benefiting from 5G and WiFi 6. Meanwhile in consumer electronics field, all major high-speed transmission interfaces has been expedited in integration, and to effectively increase the end-product market penetration rate for connectors and ports for USB Type-C, which is establied as international standarded specification, therefore increasing the sales of related connector (wiring) products. To summarize above statements, it is estimated in 2019, the global connector industry will decrease its market size in automobile field comparing to 2018. But increase its market size in consumer electronic and communication fields.

b. Market supply and demand situation and growth in the future

Industrial technology research institute estimated connectors being widely used in every electronic product, is gradually becoming a mature industry. Although having continue growth in some of the emerging applications, their low market share will not be of much help to the growth rate for overall connector market, nor will the new product technologies in the coming years. Thus global connector industry will be more closely related to the global economic prosperity. Research from Taiwan Institute of Economic Research reported that in 2016, PC market continue to be weak and the growth of smartphone market has slowed down significantly. In order to seek new business growth, domestic manufacturers has been investing in applications to non-3C fields such as automobile, green energy and internet of things. They have actively strive for entering the supply chain of both domestic and foreign industry giants of automobile brands,

75

solar power and wind power plants, in order to reduce the negative impact of the lack of growth in PC and other telecommunication product markets, and at the same time to optimize product structure, and improve profitability. Furthermore, as Intel platform starting to support USB3.1 specifications, prompting NB brands like ASUS, Lenovo to gradually introduce t Type C ports, domestic manufacturers have successively invested in producing Type C connectors, and the shipment scale has gradually expand. As a result, following domestic manufacturers accelerating the optimization of product structure, the benefits of investing in non-3C applications, and the continuously expanding of Type C connector’s shipment, the country’s connector industry annual growth rate of output value in 2016 has reached 2.1% displaying a continuous small growth. In 2017, the continuously increasing market demand in various application fields such as communications, automotive electronics, green energy, medical and IOT, and having domestic manufacturers entering the supply chain of major electric vehicle manufacturers in China and the U.S, with Chinese smartphone brands manufacturers for Samsung, Huawei and OPPO implementing Type C specification, Type C port has gradually become the mainstream in global smartphone market.

Global connector industry output value and annual growth rate

==> picture [287 x 172] intentionally omitted <==

Source Industrial Technology Research Institute, IEK, ITIS projects, organized by Taiwan Industry Economics Services, Dec., 2017

The global connector market is affected by the decline of notebook computers (NB), and Taiwan’s connector exports are mainly for board connectors, card connectors, and IC sockets. As the demand in end market gradually diversified, in order to strive for new business growth, in addition to continuing to promote USB Type C specification, domestic connector manufacturers have been actively investing and developing in smart mobile end applications and other niche applications in communications, automobiles, and industrial (including aerospace, medical materials, etc.). For IC Socket, despite the impact of weak demand in PC market, because of the flourishing development of applications in the Internet of Things and big data driving cloud server market continue to show a steady growth, the IC Socket shipments in 2015 increase continuously, raising the proportion to 5.2%. With the continuous investment of international

76

giants in constructing of data centers driving the increasing global server market demand, it is estimated the proportion of IC Socket from 2016 to 2017 to further rise. On the other hand, automotive connectors and connecting harnesses are important components connecting various electronic devices and parts of automobiles. As the information and communication technology improves, domestic and foreign automobile manufacturers have expedite their investment in developing advanced driving assistance systems (ADAS) and electric vehicles. The implementation of a large number of radars, sensors, communications, lenses, detection, navigation and entertainment systems has increased the proportion of automobile electronic parts by year. Under this market trend, the market demand for automotive connectors will expand by year. Although the US-China trade friction has a directly negative impact on domestic connector manufacturers with China’s automobile market as their main sales (automotive connectors are listed in both the U.S and China’s additional tariff lists), and the mid to low-end 3C application businesses facing fierce competition from their Chinese peers, the main domestic connector (wiring) manufacturers, however, had not only prepare production bases globally in advance to soften the impact of unstable international political and economic situation, but also had effectively optimized their products dedicating in increasing the sales proportion of high niche application connector (wiring). Meanwhile, through providing localized and customized solutions and value-added services to local customers to enhance competitiveness, thus making the industry having certain support from production and marketing.

D. Competitive niche

a. Technical capabilities for quick tooling development

Connectors are assemblies of injection molded plastics and terminals. The processing technique of the plastic materials related closely to whether a fine pitch, high density and high temperature resistance semi-finished product can be produced. For the processing of terminals, in addition to considering the contact resistance and high pullout resistance of the metal materials, it has to be bended to a suitable angle per customers’ requests. In order to have connectors meet its required design and specifications and quality stability, the technical capabilities come from the design and development of molds and fixtures. The Company has years of experience in tooling development, terminal stamping and plastic injection molding, which enables us to quickly develop and design various molds and fixtures to cooperate into production. Therefore, despite the rapid market change and the diverse but small in quantity customer needs, the capabilities of new product development allows the Company to make immediate responses to the market change and have better timing.

b. Possession of various and numerous patents

The development of new products and the technological advancement are very important to electronic connector manufacturer, especially in the acquisition of patents to protect the company’s intellectual property rights. The Company, focusing on product research and

77

development, has an excellent research and development team. Including internal design and development and the products developed in cooperation with customers, the Company would apply for patents for these technologies to protect the Company’s products’ competitive advantages and to avoid plagiarism from other peers within the industry. The Company currently possess over one thousand patents across Taiwan, China, U.S and other areas, and the number of patents is steadily increasing by year.

c. Possessing a solid source of customers that is beneficial to other new product sales

The quality of the connector products has a decisive influence on the signal transmissions between electronic devices, thus the customers having a considerable level of quality requirements and standards for suppliers. The Company's customer base includes international manufacturers of electronic products for information and communications, making the Company’s products more international, which becomes one of the bases for establishing in the industry. Currently, the Company will not only continuing to cooperate with existing clients, but also expecting to establish a more diversified customer source from application product manufacturers in order to create a more substantial source of operating income, to set the product with more international and cross-industrial features, and to enhance strength for future market expansion.

d. Possession of a complete production line, vertically integrating plastic molding, stamping, die and mechanical components.

The Company is fully functional with R&D team designing products, stamping molds, plastic molds, and injection molding, stamping of terminals and other metal structures, electroplating processing, assembling jigs, and finished product processing, and have the Company’s precision laboratory equipment test to ensure the stability of product quality. In response to the developing trend of expediting product innovation and product differentiation, currently the Company’s research and development heads toward the developing of precision connectors with fine pitch, low height, low contact resistance, resistance to high insertion force, high insertion frequency, environmental resistance and high frequency stability. Therefore, in addition to grasping opportunities to meet market demand of having lighter, thinner, shorter and more compacted products, the Company could expand the its connector product application market providing downstream customers services with a complete product line.

e. The Company focuses on self-capacity expansion and development of new products

The Company has a strong R&D team, which can provide supports between the head office and subsidiaries according to project needs. Hence having the capabilities of rapid product development that allows product to be completed in three months from design to having a physical product; at the same time, possess the research and development abilities to design multiple new products at once. The Company also invest in precision experimental equipment to ensure the functional stability of the products. As for production capacities, the company is set

78

up as a one-stop production; all steps can be completed within the Company, from design, development, manufacturing to shipment and other operations. Based on “Copy exactly”, the Company can also meet the customers’ needs of rapid production capacity expansion.

  • E. Positive and negative factors for future development

  • (A) Positive factors

    • a. In terms of industry development trend, connectors are critical components of computer and its peripheral, mobile phones, digital cameras, PDAs, and other electronic products. The recovery of global information and communication industries will prompt the growth for demand in electronic component market; therefore, the connector industry still has considerable room to grow in the future.

    • b. In terms of business strategy, in response to the pressure of cost competition, and considering the reduction of labor and material costs, the Company has adopted the model of dividing operations cooperating between Taiwan and China, thus maximized benefits by effectively using organization resources and reducing production costs.

    • c. In terms of product competitiveness, the Company has complete production lines. The current produced connector products are applicate in multiple electronic industries including information and communication, and the quality of products is recognized by major manufacturers of downstream application products.

  • (B) Negative factors

    • a. As the information industry blooms, the rapid change of related electronic product, in order to satisfy the customers’ need of diversified products; Products need to be constantly innovated, leading to the short life cycles of information products. If a company fails to launch new products in a timely manner, it will not be able to grasp market opportunities, which results in losing market competitiveness.

    • b. Global information and communication system manufacturers are becoming larger. The Company’s capital is relatively low comparing to major international manufacturers, making it difficult to carry out large-scaled new product development projects.

    • c. The wage cost of domestic labor remains high, increasing the Company's operating costs.

    • d. There are many manufacturers in the country engage in connector manufacturing. The profit are getting thinner due to high product homogeneity and the fierce price cut competition from peers.

  • (C) Response to such factors

    • a. Continue to develop and improve existing products, maintain good partnership with major international manufacturer, enhance acuity to the market, fully grasp product trends, follow the growing trend of information and communication products, and to research and develop related niche products.

    • b. Strengthen strategic partnership with international manufacturers, in addition to developing

79

new products, it is to enhance product quality and maintain customer satisfaction, and stabilize market competitiveness. Furthermore, by listing stocks, the Company may raise long-term funds in the capital market, reduce capital costs, and invest in production equipment to expand production capacity and increase research and development funds, expand the scale of operations, making the Company’s products being more competitive.

  - c.Through establishing production bases in China, the Company may engage in manufacturing connector-related products, thus to reduce production costs and reduce the impact of rising domestic wages.

  - d.In terms of design, it is focused on the particularity of products and to achieve competitive advantages in saving materials and labor.
  • (2). Usage and manufacturing processes for the main products

  • A. Main usage

    • Main products are electronic connectors, providing current and signal transmission for various electronic products.

B. Manufacturing process

==> picture [302 x 221] intentionally omitted <==

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

Product design Plastic and stamping die development Plastic injection, terminal stamping Electroplating assembly Quality inspection and testing Storage and shipping
----- End of picture text -----

80

C. The Supply Status of the Major Raw Materials

The company's main raw materials for production are copper, plastic pellets and steel. Therefore, the top suppliers with highest procurement amounts are all suppliers for copper, plastic pellets and steel. These suppliers are long-term partners for years with substantial sources. Considering the quality of raw materials, pricing and cooperation may affect the change in suppliers, there is no concentration risk for material outage due to purchasing from a small number of suppliers.

D. A list of any suppliers and clients accounting for 10 percent or more of the company's total procurement (sales) amount in either of the 2 most recent fiscal years, the amounts bought from (sold to) each, the percentage of total procurement (sales) accounted for by each

a. Customers accounting for 10% or more of the Company's total sales in the last two years

Unit: 1,000 TWD

2018 2018 2019 2019 2019 2020Q1 2020Q1
Item Company
Name
Amount Percentage
of net sales
for the year
(%)
Relation
With Issuer

Company
Name
Amount Percentage
of net sales
for the year
(%)
Relation
With
Issuer
Company
Name
Amount Percentage
of net sales
for the year
(%)
Relation
With Issuer
1 Company
A
1,396,516
10.49%

None
Company
A
1,971,110
13.06%

None
2 Company
B
936,509
7.04%

None
Company
C
1,080,902
7.16%

None
3 Company
C
906,479
6.81%

None
Company
B
1,010,642
6.70%

None
Others 10,072,014
75.665
Others 11,026,218
73.08%
Total 13,311,518
100%
Total 15,088,872
100%

Note: As of the date of publication of the annual report, the Company has not yet issued its financial statements for the first quarter of 2019.

b. Suppliers accounting for 10% of the Company's total shipments for the last two years

Unit: 1,000 TWD

2018 2018 2018 2018 2019 2019 2019 2019 2020Q1 2020Q1
Item Company
Name
Amount Percentage
of net
purchases
for the year
(%)
Relation
With Issuer

Company
Name
Amount
Percentage
of net
purchases for
the year (%)

Relation
With
Issuer
Company
Name
Amount Percentage
of net
purchases
for the year
(%)
Relation
With Issuer

81

1 Company
A
326.915
6.61

None
Company
C
298,653
3.57

None
2 Company
B
222,937
4.51

None
Company
D
226,198
2.70

None
Others 4,398,007
88.88

Others 7,842,805
93.73

Total 4,947,859
100.00

Total 8,367,656
100.00

Note: As of the date of publication of the annual report, the Company has not yet issued its financial statements for the first quarter of 2019.

82

E.Production value for the past two years

The Company mainly receive orders while the reinvestment companies at a third area in China, Lotes Guanghou Co., Ltd and Lotes Suzhou Co., Ltd act mainly as production center

F. Sales value for the past two years

Unit: thousand units/ $ thousand

F. Sales value for the past two years for the past two years for the past two years for the past two years
Unit: thousand units/ $ thousand

Unit: thousand units/ $ thousand

Unit: thousand units/ $ thousand

Unit: thousand units/ $ thousand
Year
Sales
Volume
Major Products
2018 2019
Domestic Sales Export Domestic Sales Export

Quantity
Quality Quantity Quality Quantity Quality Quantity Quality
Connectors &
Cables
20,723
322,817

1,670,627
12,510,080
20,723

322,817
1,670,627 12,510,080
Others 270
21,699

12,774

456,922

270

21,699

12,774

456,922
Total 20,993
344,516

1,683,401
12,967,002
20,993

717,666
1,683,401 14,371,206

3. Employee information

March 31, 2020

Year 2018 2019 As of March 31, 2020
Number of
Employees
Executive Officer 136 144 141
General Staff 5,283 5,362 5,423
Operators 3,692 3,794 4,365
Total 9,111 9,300 9,929
Average Age 31.56 31.88 32.12
Average Years of Service 3.35 3.45 3.39
Education
Levels
Ph.D. 0.04% 0.05% 0.05%
Masters 1.01% 1.29% 1.18%
Bachelor’s Degree 17.52% 18.06% 17.11%
Senior High School 16.57% 18.02% 18.28%
Below Senior High
School
64.86% 62.57% 63.38%

4. Disbursements for environmental protection

In the most recent year and as of the date of publication of the annual report, the Company’s

total amount of losses and punishments due to environmental pollution, and state counter measures for the future and possible expenses: None.

5. Labor relations

A.Various employee welfare measures, education, training, retirement system and implementation. And labor-management agreement and protection of employee rights.

  • a. Employee welfare measures

  • (a) Establish an employee welfare committee in accordance with the law and implementing all

83

employee welfare measures such as subsidy allowance for wedding, funeral, birth, injury and gifts for labor day, Dragon Boat Festival, Mid-Autumn Festival, etc.,.

(b) Insured with labor insurance and national health insurance in accordance with the law to protect employees.

b. Education and training

In order to increase employee quality and working skills, reinforce the working efficiency and quality, the Company implements pre-employment guidance and training for new employees when they arrive, conduct irregular internal education and training for all employees, and select employees for external education and training programs according to their various expertise, with expectation to cultivate outstanding professionals, and then to further increase operational performances and effectively develop and utilize human resources.

  • c. Retirment system and implementation

The Company has established employee retirement measures in accordance with the “Labor Standards Act”. According to the retirement measures, the pension is calculated based on the employees’ years of service and the average salary of the six months before retirement. In accordance with regulations, the Company set aside a monthly labor retirement reserve and has it managed by the Supervisory Committee of Business Entities’ Labor Retirement Reserve, and deposits it into the Central Trust of China in the name of the committee. Since the implementation of "Labor Pension Act" on July 1st, 2005, the Company also set aside a 6% pension for employees applied to the Act.

d.Labor-management agreement and protection of employee rights

The company has always upheld the concept of labor-management harmony. All operations are conducted in accordance with the regulations of the “Labor Standards Act” with regular labor-management meetings held. Therefore, the internal communication channels are open and so far no labor disputes occurred.

C.In the most recent year and as of the date of publication of the annual report, the Company s losses due to labor disputes, and disclose of current and the possible future estimated amounts and measures: None.

6. Important contracts

Nature Contracting Parties Contract start/end date Major Content Restrictive
Clauses
Borrowing
Agreement
E.SUN Commercial Bank Ltd. 2019.08.06~2020.08.06 Credit line None
Borrowing
Agreement
Bank Sinopac Co., Ltd. 2019.03.15~2020.03.31 Credit line None
Borrowing
Agreement
CTBC Bank Co., Ltd. 2019.08.31~2020.08.31 Credit line None
Borrowing
Agreement
Hua Nan Commercial Bank Ltd. 2019.10.04~2020.10.04 Credit line None
Borrowing
Agreement
Mega International Commercial
Bank Co.,Ltd.
2020.01.16~2021.01.15 Credit line None

84

VI. Overview of Financial Status

  1. A condensed balance sheet and statement of comprehensive income for the last five years

  2. (1) Condensed balance sheet

1. Adoption of International Financial Reporting Standards (IFRS) - Consolidated Statements

Year
Item
Year
Item
Financial Summary for The Last Five Years Financial Summary for The Last Five Years Financial Summary for The Last Five Years Financial Summary for The Last Five Years Financial Summary for The Last Five Years Financial
information as of
March 31, 2020
(Note)
2015 2016 2017 2018 2019
Current assets 7,562,615
7,080,069

7,863,610

9,566,989

11,400,712

Property, Plant and Equipment 2,192,674
2,528,461

2,875,657

3,350,160

3,514,714

Intangible assets 11,679
14,447

25,382

59,527

99,789

Other assets 652,242
373,560

516,393

473,115

388,701

Total assets 10,857,004
1,0478,589

11,753,258

13,790,208

16,280,192

Current
liabilities
Before distribution 2,690,672
2,459,993

3,277,487

3,876,478

3,630,746

After distribution 3,033,071
2,923,904

3,791615

4,776,736
Notyet distributed
Non-current liabilities 78,251
43,183

43,982

42,248

104,221

Total
liabilities
Before distribution 2,768,923
2,503,176

3,321,469

3,918,726

3,734,967

After distribution 3,111,322
2,877,087

3,835,597

4,818,984
Notyet distributed
Equity attributable to shareholders
of the parent
8,039,081
7,896,919

8,285,616

9,506,158

11,815,326

Capital stock 934,779
934,779

934,779

934,779

1,034,779

Capital surplus 2,365,507
2,383,441

2,410,168

2,466,109

3,959,560

Retained
earnings
Before distribution 4,346,089
4,616,312

5,195,871

6,296,652

7,471,519

After distribution 3,925,439
4,242,401

4,681,743

5,396,394
Notyet distributed
Other equity interest 393,561
(37,613)

(255,202)

(317,020)

(650,532)
Treasury stock 0
0

0

0

0

Non-controlling interest 48,145
78,494

146,173

365,324

729,899

Total equity Before distribution 8,088,081
7,975,413

8,431,789

9,871,482

12,545,225

After distribution 7,667,431
7,601,502

7,917,661

8,971,224
Notyet distributed

Note: Quarterly report for the first quarter has not yet been issued as at the date of publication.

2. Adoption of International Financial Reporting Standards (IFRS) - Individual Statements

Year
Item
Current assets
Property, Plant and Equipment
Intangible assets
Other assets
Total assets
Current liabilities
Before distribution
After distribution
Non-current liabilities
Total liabilities
Before distribution
After distribution
Equity attributable to shareholders of the
parent
Capital stock
Capital surplus
Retained earnings
Before distribution
After distribution
Year
Item
Current assets
Property, Plant and Equipment
Intangible assets
Other assets
Total assets
Current liabilities
Before distribution
After distribution
Non-current liabilities
Total liabilities
Before distribution
After distribution
Equity attributable to shareholders of the
parent
Capital stock
Capital surplus
Retained earnings
Before distribution
After distribution
Financial Information for the Last Five Years Financial Information for the Last Five Years Financial Information for the Last Five Years Financial Information for the Last Five Years Financial Information for the Last Five Years
2015 2016 2017 2018 2019
4,306,308
3,911,304

3,999,731

4,456,296

5,476,170
52,145
50,874

50,675

51,342

63,428
4,988
2,424

688

30,628

50,937
6,027
6,027

97,117

6,027

15,462
10,907,288
10,720,970

11,306,203

12,734,745

14,830,921
Before distribution 2,790,087
2,781,413

2,977,029

3,187,052

2,972,923
After distribution 3,210,737
3,155,324

3,491,157

4,087,310
Notyet distributed
83,373
77,265

42,638

41,535

42,672
Before distribution 2,867,352
2,824,051

3,020,587

3,228,587

3,015,595
After distribution 3,288,002
3,197,962

3,534,715

4,128,845
Notyet distributed
8,039,936
7,896,919

8,285,616

9,506,158

11,815,326
934,779
934,779

934,779

934,779

1,034,779
2,365,507
2,383,441

2,410,168

2,466,109

3,959,560
Before distribution 4,346,089
4,616,312

5,195,871

6,296,652

7,471,519
After distribution 3,925,439
4,242,401

4,681,743

5,396,394
Notyet distributed

85

Other equity interest 393,561
(37,613)
(255,202) (317,020) (650,532)
Treasury stock 0
0
0
0

0
Non-controlling interest 0
0
0
0

0
Total equity Before distribution 8,039,936
7,896,919
8,285,616
9,506,158

11,815,326
After distribution 7,619,286
7,523,008
7,744,488
8,605,900
Notyet distributed

(2) Condensed statement of comprehensive income

1. Adoption of International Financial Reporting Standards (IFRS) - Consolidated Statements

Year
Item

Financial Summary for The Last Five Years

Financial Summary for The Last Five Years

Financial Summary for The Last Five Years

Financial Summary for The Last Five Years

Financial Summary for The Last Five Years
Financial
Information as of
March 31, 2020
(Note)
2015 2016 2017 2018 2019
Operatingrevenue 8,196,917 8,862,577 10,482,763 13,311,518 15,088,872
Gross profit 2,764,954 2,817457 3,390,515 4,348,869 5,467,910
Operating profit or loss 780,208 727,760 1,219,583 1,982,440 2,750,624
Non-operating income
and expenses
310,245 166,904 32,820 171,857 81,137
Profit before income tax 1,090,453 894,664 1,252,403 2,154,297 2,831,761
Current net profit from
continuingoperations
780,382 647,001 982,732 1,708,299 2,144,468
Loss from discontinued
operations
0 0 0 0 0
Net profit (loss) 780,382 647,001 982,732 1,708,299 2,144,468
Other comprehensive
income (loss) ( income
after tax)
(21,557) (431,005) (219,943) (56,310) (337,918)
Total comprehensive
income (loss)
758,825 215,996 762,789 1,651,989 1,806,550
Net profit attributable to
owners of the company
796,260 690,324 956,301 1,608,567 2,076,043
Net profit attributable to
non-controlling interests
(15,878) (43,323) 26,907 99,732 68,425
Comprehensive income
attributable to owners of
the company
775,171 259,699 735,882 1,553,091 1,741,613
Comprehensive income
attributable to
non-controllinginterests
(16,346) (43,703) 26,907 98,898 64,937
Earningsper share 8.52 7.38 10.23 17.21 20.11

Note: Quarterly report for the first quarter has not yet been issued as at the date of publication.

  1. Adoption of International Financial Reporting Standards (IFRS) - Individual Statements

Unit: 1,000 TWD

Year
Item

Financial Summary for The Last Five Years

Financial Summary for The Last Five Years

Financial Summary for The Last Five Years

Financial Summary for The Last Five Years

Financial Summary for The Last Five Years
2015 2016 2017 2018 2019

86

Operatingrevenue 6,644,447
6,947,169

7,908,666

8,731,882

9,968,334
Grossprofit 886,837
673,269

1,216,311

1,385,837

1,805,548
Operating profit or loss 473,296
211,949

537,905

822,567

1,230,782
Non-operating income
and expenses
480,821
544,703

537,215

981,503

1,126,841
Profit before income tax 954,117
756,652

1,075,120

1,804,070

2,357,623
Current net profit from
continuingoperations
796,260
690,324

956,301

1,608,567

2,076,043
Loss from discontinued
operations
Net profit (loss) 796,260
690,324

956,301

1,608,567

2,076,043
Other comprehensive
income (loss) ( income
after tax)
(21,089)
(430,625)

(220,419)

(55,476)

(334,430)
Total comprehensive
income (loss)
775,171
259,699

735,882

1,553,091

1,741,613
Earningsper share 8.52
7.38

10.23

17.21

20.11

(3) Name of the CPAs of the last five years and their audit opinion

Year AccountingFirm Names of CPAs Audit Opinion
2015 KPMG Taiwan Chen, Fu-Wei, Lee,
Feng-Hui
Unqualified opinion
2016 KPMG Taiwan Chen, Fu-Wei,
Chung,Tan-Tan
Unqualified opinion
2017 KPMG Taiwan Chen, Fu-Wei,
Chung,Tan-Tan
Unqualified opinion
2018 KPMG Taiwan Chen, Fu-Wei,
Chung,Tan-Tan
Unqualified opinion
2019 KPMG Taiwan Chen, Fu-Wei,
Chung,Tan-Tan
Unqualified opinion

2. Five-year financial analysis

(1) Adoption of International Financial Reporting Standards (IFRS) - Consolidated Statements


Item
Year Financial Analysis for the Last Five Years Financial Analysis for the Last Five Years Financial Analysis for the Last Five Years Financial Analysis for the Last Five Years Financial Analysis for the Last Five Years Financial Analysis
as of March 31,
2020 (Note)
2015 2016 2017 2018 2019
Financial
structure%
Debt ratio (%) 25.50
23.38

28.25

28.41

22.94

Long-term capital to
property, plant and
equipment ratio(%)
370.24
314.02

289.65

295.91

359.89
Solvency Current ratio (%) 281.06
287.80

239.92

246.79

314.00

87

% Quick ratio (%) 229.95
221.60

183.73

186.98

255.79
Interest protection
multiples(times)
8618.10
28,420.86

21,837.09

11,765.02

12,568.67
Operating
Ability
Receivable turnover ratio
(times)
2.60
2.52

2.60

2.77

2.67
Average collectionperiod 140
144

140

132

136
Inventory turnover ratio
(times)
4.01
3.73

3.66

3.94

4.06
Payable turnover ratio
(times)
4.19
4.29

4.48

5.12

5.21
Average days in sales 91
97

99

93

90
Property, plant and
equipment turnover ratio
(times)
3.67
3.75

3.87

4.27

4.39
Total assets turnover ratio
(times)
0.76
0.83

0.94

1.04

1.00
Profitabilit
y
Return on assets(%) 7.54
6.49

8.64

12.71

13.92
Return on equity (%) 10.06
8.66

11.81

18.08

19.47
Pre-tax income to paid-in
capital ratio (%) (7)
116.65
95.70

133.97

230.46

273.65
Netprofit ratio(%) 9.71
7.78

9.12

12.08

13.75
Earningsper share(NT$) 8.52
7.38

10.23

17.21

20.11
Cash flow Cash flow ratio (%) 77.81
35.71

31.30

38.90

92.53
Cash flow adequacy ratio
(%)
78.16
85.48

88.74

93.98

104.28
Cash reinvestment ratio
(%)
16.50
4.68

6.02

7.99

16.14
Leverage Operating leverage 4.15
4.86

3.61

3.07

2.68
Financial leverage 1.02
1.00

1.00

1.01

1.01
Please explain the reasons for the changes in the financial ratios in the last two years. (Analysis may be waived if the change is less
than 20%)
1. Long-term capital to real estate, plant and equipment ratio: mainly due to the increase in long-term capital due to the cash capital
increase at a premium and the increase in profitability in 2019
2. Current ratio: mainly due to the increase in bank deposits and decrease in bank borrowings as a result of the increase in cash
flows.
3. Quick ratio: mainly due to the increase in bank deposits and decrease in bank borrowings as a result of the increase in cash flows.
4. Cash flow ratio: mainly due to a significant increase in net cash inflow from operating activities in 2019 compared to 2018
5. Cash flow reinvestment ratio: mainly due to a significant increase in net cash inflows from operating activities in 2019 compared
to 2018,which resulted in a significant increase in the cash flow reinvestment ratio.

Note: Quarterly report for the first quarter has not yet been issued as at the date of publication.

(2) Adoption of International Financial Reporting Standards (IFRS) - Individual Statements

Item Year Financial Analysis for the Last Five Years Financial Analysis for the Last Five Years Financial Analysis for the Last Five Years Financial Analysis for the Last Five Years Financial Analysis for the Last Five Years
2015 2016 2017 2018 2019
Financial
structure%
Debt ratio (%) 26.29 26.34
26.72

25.35

20.33
Long-term capital to property, plant
and equipment ratio (%)

15,566.60
15,606.32
16,436.46

18,596.26

18,695.21
Solvency Current ratio (%) 154.34 140.62
134.35

139.83

184.20

88

% Quick ratio (%) 139.22
122.16

118.35

123.37

164.20
Interest protection multiples (times)
548,443

55,049

109,249

49,964

398,347
Operating
Ability
Receivable turnover ratio(times) 2.63
2.46

2.60

2.63

2.68
Average collectionperiod 138
148

140

139

136
Inventoryturnover ratio(times) 13.72
12.71

12.80

14.10

14.18
Payable turnover ratio(times) 2.85
2.65

2.91

3.52

3.80
Average days in sales 26
28

28

25

26
Property, plant and equipment
turnover ratio(times)
38.16
134.87

155

171

173
Total assets turnover ratio(times) 0.64
0.64

0.72

0.73

0.73
Profitabilit
y
Return on assets(%) 7.65
6.39

8.69

13.41

15.07
Return on equity (%) 10.07
8.66

11.82

18.08

19.47
Pre-tax income to paid-in capital
ratio (%)
102.07
80.94

115.01

192.99

227.84
Netprofit ratio(%) 11.98
9.94

12.09

18.42

20.83
Earningsper share(NT$) 8.52
7.38

10.23

17.21

20.11
Cash flow Cash flow ratio (%) 27.68
(6.36)

6.05

1.78

32.31
Cash flow adequacy ratio (%) 92.19
88.13

75.67

60.28

53.40
Cash reinvestment ratio (%) 3.17
(7.50)

(2.32)

(4.78)

0.51
Leverage Operating leverage 1.42
1.96

1.40

1.30

1.21
Financial leverage 1.00
1.01

1.00

1.00

1.00
Please explain the reasons for the changes in the financial ratios in the last two years. (Analysis may be waived if the change
is less than 20%)
1. Current ratio: mainly due to the increase in bank deposits and decrease in bank borrowings as a result of the increase in
cash flows.
2, Quick ratio: mainly due to the increase in bank deposits and decrease in bank borrowings as a result of the increase in cash
flows.
3. Interest guarantee (times): mainly due to a significant increase in interest earned in 2019 compared to 2018 and a
significant increase in interest guarantee (times) due to a decrease in bank borrowings and a significant decrease in interest
expense.
4. Cash flow ratio: mainly due to a significant increase in net cash inflow from operating activities in 2019 compared to 2018
5. Cash flow reinvestment ratio: mainly due to a significant increase in net cash inflows from operating activities in 2019
compared to 2018,which resulted in a significant increase in the cash flow reinvestment ratio.

1. Financial Structure

  • (1) Debt ratio = total liabilities / total assets

  • (2) Long-term capital to property, plant and equipment ratio = (total equity + non-current liabilities)/net property, plant and equipment

  • Solvency

  • (1) Current ratio = current assets/current liabilities

  • (2) Quick ratio = (current assets – inventory – prepaid expense) / current liabilities

  • (3) Interest protection multiples = net income before income tax and interest expense / current interest expense

  • Operating Ability

  • (1) Receivables (including accounts receivable and notes receivable arising from business operations) turnover ratio = net sales / average receivables (including accounts receivable and notes receivable arising from business operations) for each period

  • (2) Average collection period = 365 / receivables turnover ratio

  • (3) Inventory turnover ratio = cost of goods sold / average inventory amount

  • (4) Payable (including accounts payable and business-related notes payable) turnover ratio = cost of goods

    • sold / average payable balance of the period (including accounts payable and business-related notes payable)
  • (5) Average days in sale = 365 / inventory turnover rate

89

  • (6) Property, plant, and equipment (PP&E) turnover ratio = net sales/average PP&E

  • (7) Total asset turnover ratio = net sales / average total assets

  • Profitability

  • (1) Return on assets = (net income + interest expense x (1– tax rate)) / average total assets

  • (2) Return on equity = net income after tax/ average total equity

  • (3) Net profit ratio = net income / net sales

  • (4) Earnings (loss) per share = (income or loss attributable to owners of parent company – dividends on Preferred shares) / weighted average number of issued shares (Note 4)

  • Cash flow

  • (1) Cash flow ratio = net operating cash flow / current liabilities

  • (2) Net cash flow adequacy ratio = net operating cash flow in last 5 years / (capital expenditures + Inventory increase + cash dividend) in last 5 years

  • (3) Cash reinvestment ratio = (Net operating cash flow – cash dividend) / (gross property, plant and equipment + long-term investment + other non-current assets + working capital) (Note 5)

  • Leverage

  • (1) Operating leverage = (Net operating revenue - variable operating change cost and expense) / Operating income (Note 6)

  • (2) Financial leverage = Operating income / (operating income - interest expenses)

90

  1. 2019 Audit Report of Supervisors for the Financial Statements

Lotes Co., Ltd. 2019 Audit Report of Supervisors

The Board of Directors had prepared and delivered the 2019 Business Report, Statement of Earnings Distribution and Financial Statements (including consolidated financial statements). The audit of the financial statements was completed by accountants CHUNG, TAN-TAN and CHEN, FU-WEI at KPMG Taiwan, and a auditor's report was issued. The audit of the aforementioned reports and statements delivered by the Board of Directors were conducted by the supervisors who found no inconsistency. The audit report was issued in accordance with Article 219 of the Company Act.

Yours sincerely,

2019 Shareholders General Meeting of Lotes Co., Ltd.

Supervisor: YANG, WEN-MING

CHENG, MING-SUNG

Jinling Investment Co., Ltd. Representative: CHANG, KUN-YAO

March 25, 2020

91

4.. 2019 Financial Statements and Independent Auditor’s Report

Independent Auditor’s Report

To the Board of Directors, Lotes Co., Ltd.:

Audit opinion

We have audited the Balance Sheet of Lotes Co., Ltd. (hereinafter referred to as Lotes) as of December 31, 2019 and 2018, the Statement of Comprehensive Income as of January 1 to December 31, 2019 and 2018 as well as the Statement of Changes in Equity, Statement of Cash Flows and the Notes to Parent Company Only Financial Statements (including important accounting policies summary).

In our opinions, the compilation of the above parent company only financial statements present fairly, in all material respects, of the financial status of December 31, 2019 and 2018 in Lotes and the financial performance and consolidated cash flow of January 1 to December 31, 2019 and 2018 prepared in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis of the audit opinion

The audit of the parent company only financial statements for the year ended on December 31, 2019 was conducted by us in accordance with "Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants", "CHIN-KUAN-CHENG-SHEN-TZU No. 1090360805 Letter" and Generally Accepted Auditing Standards (GAAS); the audit of the parent company only financial statements for the year ended on December 31, 2018 was conducted by us in accordance with "Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants" and Generally Accepted Auditing Standards (GAAS). Our responsibilities under these standards will be further explained in the responsibility paragraph of the accountant’s audit on the parent company only financial statements. The personnel regulated by independence at the accounting firm that we work with have been managed according to the code of professional ethics to maintain independence from Lotes as well as perform other responsibilities addressed on the regulation. Based on the audit results of us, we believe we have obtained sufficient and appropriate auditing evidence as the basis to express our audit opinions.

Key audit matters

Key audit matters refer to the most important matters on the audits to Lotes’s Parent Company Only financial statements for the year ended on December 31, 2019 based on our professional judgment. The matters have been responded on the whole audited Parent Company Only financial statements and during the process of the expression of the audit opinions. There, we won’t express opinions separately towards the matters. Based on the judgment of the accountants, the following key audit matters that should be communicated on the audit report are as follows: I. Recognition of income

Please refer to Note IV (XV) to the parent company only financial statements for the accounting policy in terms of income recognition. Please refer to Note V (II) to the parent company only financial statements for the refund liability in terms of accounting estimates and assumed uncertainties. Please refer to Note VI (XI) to the parent company only financial statements for the description of refund liability.

92

Description of the key audit matters:

The operating income is the most critical factor when determining the operational performance of Lotes. Users of the statements are cautiously concerned about the performance of the operating income. In response to the market conditions and business needs, discounts were provided for parts of the sales of goods agreed with the customers. Based on experiences and agreements with the customers, the management would estimate the refund liability and include it as a deduction of operating income. Thus, the income recognition evaluation is one of the fundamental evaluation items for accountants in the execution of financial report audit for Lotes. Corresponding audit procedure:

The primary audit procedure conducted by the accountants for the aforementioned key audit matters included the understanding and evaluation of the relevant control procedures and methods in the estimation of refund liabilities in terms of the sales procedure and the effectiveness of the design and execution of the control procedure. Regarding the sampling testing for sales close to the balance sheet date, external certification documents were reviewed to assess the adequacy of the income recognition timings. The management’s method to estimate and list refund liabilities were also obtained to assess whether the evaluation is based on the agreed conditions with customers and historical experiences. A retrospective test was conducted to analyze the adequacy of the refund liability estimate based on the experiences with historical estimates of differences and the actual situation afterward.

II. Evaluation of inventory

Please refer to Note IV (VII) for the accounting policy of inventory evaluation. Please refer to Note V (I) in the parent company only financial statements for the accounting estimates and assumed uncertainties of the inventory evaluation. Please refer to Note VI (III) in the parent company only financial statements for the information on the losses from the price drop of inventory. Description of the key audit matters:

Due to the impacts of rapid changes in the market demand and the development of production technology, the existing products are at risk to become outdated inventory or non-compliant with market demand. Parts of the inventory may become obsolete or have the market prices dropped. Thus, the inventory evaluation is one of the fundamental evaluation items for the accountants in the execution of financial report audit for Lotes. Corresponding audit procedure:

The primary audit procedure conducted by the accountants for the aforementioned key audit matters included the understanding and evaluation of the basis and methods used by the management to assess the net realizable value of inventory. Review and audit were conducted in terms of the data used by the management as the basis and to estimate the net realizable value, and an evaluation was conducted on the estimated sales price to the latest sales record by sampling. To evaluate the adequacy of the drop in prices, the accuracy of the inventory aging report was checked, and the changes in the inventory aging of each period were analyzed.

Responsibility from the management and governing unit towards the parent company only financial statements

The management’s responsibility is to prepare the parent company only financial statements present fairly according to Regulations Governing the Preparation of Financial Reports by Securities Issuers and to maintain necessary internal control related to the preparation of the parent company only financial statements in order to ensure there is no major untrue expression on the financial statements due to fraud or error.

When preparing the parent company only financial statements, the responsibility of the management also includes evaluating Lotes’s capability of continuous operation, disclosure of relevant matters and the application of continuous operation accounting model unless the the management intends to liquidate Lotes or suspend its business operation or there is no alternative practical and feasible solution other than liquidation or business suspension.

The governing unit (including supervisors) at Lotes is responsible for supervising the process of

93

financial reports.

Responsibility of accountants’ audit on the parent company only financial statements

The purpose of the parent company only financial statements audited by us is to obtain reasonable assurance on whether the significant untrue expression exists on the whole parent company only financial statements due to fraud or error as well as issue the audit report. The reasonable assurance is the high certainty; however, it won’t be able to guarantee that the significant untrue expression will definitely be able to be detected by generally accepted auditing standards, and the untrue expression might be caused from fraud or error. It is regarded as with significance if the parent company only amount or the aggregation number of the untrue expression can reasonably predict that it will affect the economic decisions made by the users of the parent company only financial statements.

When we conduct the audit according to generally accepted auditing standards, we use professional judgment and maintain our professional suspicion. We also executed the following tasks:

  1. Identifying and evaluating the risk of major untrue expression on the parent company only financial statements due to fraud or error; designing and implementing proper responding strategies towards the risk evaluated; and obtaining sufficient and appropriate audit evidence as the basis of audit opinions. Due to fraud might be involving with collusion, counterfeiting, malicious omission untrue declaration, or going out of the internal control, the risk of not detecting the major untrue expression due to fraud will be higher than that due to error.

  2. Obtaining necessary understanding of internal control related to audit in order to design proper audit procedure under the situation of the case. However, its purpose is not to express opinion toward the effectiveness of the internal control in Lotes.

  3. Evaluating the adequacy of the accounting policies used by the the management and the rationality of the accounting evaluation and relevant disclosure concluded.

  4. Based on the audit evidence obtained, conclusion towards the appropriateness of continuous operation accounting basis that the the management adopts and the existence of major uncertainty on events or situations with major concerns affecting Lotes’s capability in continuous operation are made. If we believe major uncertainty existed on the event or situation, we must remind the users of Parent Company Only financial statements on the audit report to pay attention on the relevant disclosure or modify audit opinion when the disclosure is not appropriate. The conclusion that we made is based on the audit evidence obtained up to the audit report day, but future events or situations might cause Lotes not capable in continuous operation.

  5. Evaluating the overall expression, structure and content of the parent company only financial statements (including relevant notes) as well as whether the parent company only financial statements present fairly, in all material respects, relevant transaction and events.

  6. Obtaining sufficient and appropriated audit evidence of the financial information from the investee companies accounted for using equity method as well as express opinions towards the parent company only financial statements. We are in charge of the directing, supervision and execution on the audit cases as well as concluding audit opinions towards the parent company only financial statements of Lotes.

The communication between us and the governing unit includes the audit scope and time planned and major audit findings (including the significant defects on the internal control identified during the auditing process).

We have also provided information to the governing unit that the personnel of the firm—under which we are working—who are subject to independence requirements have complied with the statement of independence in the CPA code of professional ethics and communicated to the governing unit all relationships and other matters (including relevant safeguards) that may be considered to affect the independence of CPAs.

We determined the key audit matters that we would like to execute on Lotes’s Parent Company Only financial statements for the year ended on December 31, 2019 from the communication with the

94

governing unit. We clearly stated the related matters on the audit report unless it is the specific matter that is not allowed to be disclosed to the public according to laws, or under a very rare situation that we decided not to communicate specific matters on the audit report because we can reasonably anticipate the negative influence generated by the communication will be greater than the public interests increased.

KPMG Taiwan

CPAs:

[Competent ] :[(88) TAI-TSAI-CHENG (VI) ] Authority of No. 18311 Securities Approval Certificate No.

[March 25, 2020 ]

95

Lotes Co., Ltd. Balance Sheet

December 31, 2019 and 2018

Unit: 1,000 TWD

Assets
Current assets:
1100
Cash and cash equivalents (Note VI (I) and (XXII))
1150
Notes receivable (Note VI (II) and (XXII))
1170
Net accounts receivable (Note VI (II) and (XXII))
1181
Accounts receivable - related parties (Note VI (II), (XXII) and VII)
1200
Other accounts receivable (Note VI (II) and (XXII))
1210
Other accounts receivable - related parties (Note VI (II), (XXII) and VII)
130X
Inventory (Note VI (III))
1410
Advance payment

Non-current assets:
1550
Investments accounted for using the equity method (Note VI (IV) and XIII)
1600
Property, plant and equipment (Note VI (V) and VIII)
1755
Right-of-use assets (Note VI (VI))
1760
Investment property (Note VI (VII))
1780
Intangible assets (Note VI (VIII))
1840
Deferred tax assets (Note VI (XV))
1900
Other non-current assets

Total of assets
Dec. 31, 2019
Amount

$ 842,522
6
1,675 -
3,896,815
27
15,129 -
35,520 -
89,781
1
591,088
4
3,640
-
Dec. 31, 2018
Amount


359,731
3
2,143 -

3,525,688
28
10,370 -
31,394 -

2,640 -

514,966
4
9,364
-

5,476,170
38


4,456,296
35

8,873,276
60
63,428 -
59 -
283,002
2
50,937 -
68,587 -
15,462
-


7,862,011
62
51,342 -
-
-

283,960
3
30,628 -
44,481 -
6,027
-
9,354,751
62

8,278,449
65
$
14,830,921
100

12,734,745
100
Liabilities and equity
Current liabilities:
2100
Short-term loan (Note VI (IX), (XXII), (XXV), VIII and IX)
2130
Contract liabilities - current (Note VI (XIX))
2150
Notes payable (Note VI(XXII))
2170
Accounts payable (Note VI(XXII))
2180
Accounts payable - related parties (Note VI(XXII) and VII)
2200
Other payables (Note VI(XXII))
2220
Other payables - related parties (Note VI(XXII) and VII)
2230
Tax liabilities (Note VI (XV))
2280
Lease liabilities - current (Note VI (X), (XXII) and (XXV))
2365
Refund liabilites - current (Note VI (XI))
2300
Other current liabilities

Non-current liabilities:
2550
Provisions - non-current (Note VI (XII))
2600
Other non-current liabilities

Total of liabilities
Equity to the owner of parent company:
3110
Ordinary share capital (Note VI (XVI))
3140
Share capital received in advance (Note VI (XVI))
3200
Capital reserves (Note VI (XVI))
3300
Retained earnings (Note VI (XVI) and (XVIII))
3400
Other equity (Note VI (XVI))
Total of equity
Total of liabilities and equity
Dec. 31, 2019
Amount
%
$ -
-
14,998 -
18,934 -
14,499 -
2,264,397
15
245,547
2
5,838 -
244,220
2
59 -
157,256
1
7,175
-
Dec. 31, 2018
Amount
%
720,000
6
3,922 -
45,271 -
12,520 -

1,945,001
16

213,627
2
2,758 -

150,611
1
-
-

86,883
1
6,459
-

2,972,923
20


3,187,052
26

41,729 -
943
-

40,522 -
1,013
-
42,672
-

41,535
-

3,015,595
20


3,228,587
26

1,034,779
7
-
-
3,959,560
27
7,471,519
50
(650,532)
(4)


934,779
7
125,638
1

2,466,109
19

6,296,652
49

(317,020)
(2)


11,815,326
80




9,506,158
74

$
14,830,921
100


12,734,745
100

96

Lotes Co., Ltd.

Statement of Comprehensive Income

January 1 to December 31, 2019 and 2018

Unit: 1,000 TWD

4000
Operating revenue (Note VI (XIX))
5000
Operating cost (Note VI (III), (XIV), VII and XII)
Gross profit
Operating expense (Note VI (VIII), (XIII), (XIV), (XXII) , VII and XII):
6100
Promotion Expenses
6200
Administration Expenses
6300
R&D expenses
6450
Losses (profit) from expected credit impairment
Total operating expenses
Net operating profit
Non-operating income/expenses (Note VI (XX) and VII):
7010
Other income
7020
Other gains and/or losses
7050
Financial costs
7055
Profit (losses) from expected credit impairment
7070
Share of profit or loss of associates & joint ventures accounted for using equity method
(Note VI (IV) and XIII)
Total of non-operating income and expenses
Net profit before tax from continuing operations
7950
Less: Income tax expenses (Note VI (XV))
Net profit in the year
8300
Other comprehensive income:
8310
Reclassification
8311
Defined benefit plan Amount of Remeasurement
8330
Share of other comprehensive income from associates & joint ventures accounted for
using equity method - items that will not be reclassified to profit or loss
8349
Income Tax of Reclassification items
Total of items that will not be reclassified to profit or loss
8360
Potential gain/loss of Reclassification items
8361
Exchange difference between foreign operating office’s statement
8399
Less: Income tax related to the items that may be reclassified
Totoal of items that may be reclassified to profit or loss
8300
Other comprehensive gain/loss (net amount after tax)
Comprehensive gain/loss
Basic earnings per share (Unit: TWD) (Note VI (XVIII))
Diluted earnings per share (Unit: TWD) (Note VI (XVIII))
2019

100

82
2018

100

84
Amount
$ 9,968,334
8,162,786
Amount

8,731,882

7,346,045

1,805,548


18


1,385,837


16

278,034
249,095
48,179
(542)


3

2

-

-


325,012

187,090
50,287
881


4

2

1

-

574,766


5

563,270

7

1,230,782


13


822,567


9

51,098
(72,584)
(592)
(2,407)
1,151,326


1

(1)

-

-

12


52,144

5,701
(3,618)
787

926,489


1

-

-

-

11

1,126,841


12


981,503


12

2,357,623
281,580


25

3


1,804,070

195,503


21

2

2,076,043


22


1,608,567


19

(1,148)
(16,103)
230


-

-

-

2,187
(2,459)
(463)


-

-

-
(17,021)
-

(735)


-

(317,409)
-


(3)
-


(54,741)
-


(1)
-
(317,409)
(3)

(54,741)

(1)

(334,430)



(3)



(55,476)



(1)

$
1,741,613



19



1,553,091



18

$

20.11


17.21
$ 20.06 17.15

97

Lotes Co., Ltd.

Statement of Changes in Equity

January 1 to December 31, 2019 and 2018

Unit: 1,000 TWD

Balance on Jan. 1, 2018
Adjustments for the retrospective application of new standards
Balance after restatement on Jan. 1, 2018
Net income
Other comprehensive income
Total of comprehensive income
Appropriation and distribution of earnings:
Legal reserves
Special reserve set aside
Cash dividends on common stock
Other changes in capital reserve:
Changes in subsidiaries, associates and joint ventures accounted
for using quity method
Compensation cost of employee stock options
Cash capital increase
Balance on Dec. 31, 2018
Net income
Other comprehensive income
Total of comprehensive income
Appropriation and distribution of earnings:
Legal reserves
Special reserve set aside
Cash dividends on common stock
Other changes in capital reserve:
Changes in subsidiaries, associates and joint ventures accounted
for using quity method
Cash capital increase
Balance on Dec. 31, 2019
Share capital Retained earnings Retained earnings Retained earnings Other equityitems Total equity

8,285,616

-
8,285,616
1,608,567
(55,476)
1,553,091
-
-
(514,128)
45,248
10,693
125,638
9,506,158
2,076,043
(334,430)
1,741,613
-
-
(900,258)
193,451
1,274,362
11,815,326
Exchange
difference
between
foreign
operating
office’s
statement
Ordinary share
capital
Share capital
received in
advance
Capital reserves Legal reserve Special reserve Undistributed
earnings
$ 934,779
-

-
-
2,410,168
-

835,452
-

37,613
-

4,322,806
4,618
934,779
-
2,410,168
835,452

37,613


4,327,424



(259,820)
-
-

-
-

-
-

-
-


-
-


-
-


1,608,567
1,724



-
-
-

(54,741)
(2,459)
-
- - - - -
1,610,291




(54,741)
(2,459)
-
-
-
-

-
-
-
-
-
-
-
-
125,638
-
-
-
45,248
10,693

-
95,630
-
-

-

-
-

-
217,589
-
-
-
-

(95,630)

(217,589)
(514,128)
-
-
-




-
-
-

-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
934,779
-
-


125,638
-
-


2,466,109
-
-

931,082
-
-

255,202
-
-

5,110,368
2,076,043
(918)

(314,561)
(2,459)
-

-
-
-

(317,409)
(16,103)
-
- - - - -
2,075,125




(317,409)
(16,103)
-
-
-
-

-
100,000
-
-
-
-

(125,638)
-
-
-
193,451

1,300,000
160,857
-
-

-

-

-
61,818
-
-
-

(160,857)

(61,818)
(900,258)
-
-




-
-
-

-
-
-

-
-
-
-
-
-
-
-
-

$
1,034,779



-


3,959,560


1,091,939

317,020

6,062,560

(631,970)
(18,562)
-

98

Lotes Co., Ltd.

Statement of Cash Flows

January 1 to December 31, 2019 and 2018

Unit: 1,000 TWD

Net cash flow from operating activities:
Net profit before tax
Items of adjustment:
Income and expenses
Depreciation expense
Amortization expense
Expected credit losses
Depreciation expense
Amortization expense
Share of profit of subsidiaries, associates and joint ventures accounted for using quity method
Losses on the price fall and scraping of inventory
Disposition of Property, plant and equipment
Compensation cost of employee stock options
Total income and expenses
Change in assets/liabilities related to operating activities
Net change in operating assets:
Loss of receivable notes
Increase in accounts receivable
Decrease (increase) in other accounts receivable
Incease in inventory
Decrease (increase) in payments in advance
Decrease in Other financial assets
Total net change in operating assets
Net change in operating liabilities:
Increase in contract liabilities
Increase (decrease) in notes payable
Increase (decrease) in accounts payable
Other increase (decrease) in accounts payable
Increase in provisions
Increase (decrease) in Other current liabilities
Increase (decrease) in refund liabilities
Decrease in other non-current liabilities
Total net change in operating liabilities
Total net changes in operating assets and liabilities
Total adjustments
Cash in flow generated by operating activities
Interests received
Paid interests
Income tax paid
Net cash inflow from operating activities
Net cash flow in investing activities:
Acquisition of investments accounted for using equity method
Acquisition of real estate, plant and equipment
Disposition of Property, plant and equipment
Increase in other accounts receivable
Acquisition of Intangible assets
Decrease (increase) in other non-current liabilities
Cash flow of investment activities (Outflow)
Cash flows in fundraising activities:
Increment/loss of short-term loan
Repayment of lease principal
Issuance of cash dividends
Cash capital increase
Net cash outflow in financing activities
Increase (decrease) of cash and cash equivalents
Balance of cash and cash equivalents at the beginning of the term
Balance of cash and cash equivalents at the end of the term
2019
$ 2,357,623
4,102
1,048
1,865
592
(14,173)
(1,151,326)
1,193
(17)
-
2018

1,804,070

3,723

539

94

3,618

(5,626)

(926,489)

2,604

-
10,693
(1,156,716)

(910,844)

468
(375,345)
(7,399)
(77,315)
5,724
-



3,834

(427,674)

1,538

(43,454)

(6,951)
3,046
(453,867)

(469,661)

11,076
(26,337)
321,375
35,535
59
716
70,373
(70)



3,922

36,026

(207,378)

(15,893)

192

(1,703)

(12,414)

(28)

412,727



(197,276)

(41,140)



(666,937)

(1,197,856)



(1,577,781)

1,159,767
13,848
(1,125)
(211,848)



226,289

5,093

(4,150)

(170,527)

960,642



56,705

-
(15,581)
427
(85,950)
(21,357)
(9,435)


(123,371)

(3,432)

-

-

(30,479)

91,090

(131,896)



(66,192)

(720,000)
(59)
(900,258)
1,274,362



384,000

-

(514,128)

125,638

(345,955)



(4,490)

482,791
359,731



(13,977)

373,708

$
842,522



359,731

99

Lotes Co., Ltd.

Notes to the Parent Company Only Financial Statements For the Years Ended December 31, 2019 and 2018

(Except as otherwise indicated, the unit for all amounts in this document is NT$1,000))

I. Company History

Lotes Co., Ltd. (hereinafter referred to as the "Company") was incorporated on Aug. 23, 1986 in accordance with the provisions of the Company Law and was approved for registration with its registered office at No.15, Wuxun Street, Anle District, Keelung City. The Company (hereinafter referred to as the "Company") are principally engaged in the sale and purchase of various hardware parts and components, the manufacturing and processing of various terminals and their connectors, the import and export business in connection with the preceding item and the agency of the preceding item in connection with the tender quotation and distribution of products of domestic and foreign manufacturers. Please refer to Note 14 for further details.

II. Date and Procedures of Approval of Financial Statement

The Parent Company Only Financial Statement was approved and released by the Board of Directors on Mar. 25, 2020.

III. Application of New and Revised Standards and Intepretations

  • (1) Influence of the Adoption of New and Revised Standards and Integrations Approved by the Financial Supervisory Commission

Since 2019, the Company has fully adopted the International Financial Report Standards which is approved by the Financial Supervisory Commission (hereinafter referred to as FSC) to come into effect to compile Parent Company Only Financial Statements, with relevant new, amended and revised standards and interpretations listed as follows:

New release/revision/amendment ofguidelines and interpretations
IFRS 16 "Leases"
IFRIC Interpretation 23 "Uncertainty over Income Tax Treatments"
Amendments to IFRS 9 "Prepayment Features with Negative Compensation"
Amendments to IAS 19 "Plan Amendment, Curtailment or Settlement"
Amendments to IAS 28 "Long-term Interests in Associates and Joint Ventures"
Annual Improvements to IFRS Standards 2015-2017 Cycle
Effective date upon
promulgation by the
IASB
Jan. 1, 2019
Jan. 1, 2019
Jan. 1, 2019
Jan. 1, 2019
Jan. 1, 2019
Jan. 1, 2019

With the exception of the following items, the application of the new IFRS will not cause a material change to the financial statements. The nature and impact of the actors are described as follows:

IFRS 16 leases

International Financial Reporting Standards no. 16 "lease" (hereinafter referred to as

100

the IFRS-16) place of the current International Accounting Standards no. 17 "lease" (hereinafter referred to as the IAS 17), the International Financial Reporting Interpretations Committee no. 4 " Determining Whether an Arrangement Contains a Lease" (hereinafter referred to as the IFRIC-4), SIC-15 "Operating Leases – Incentives", and SIC-27 "Evaluating the Substance of Transactions in the Legal Form of a Lease".

101

Lotes Co., Ltd. Parent Company Only Financial Statement

The company adopted the formal retroactive law to transition to IFRS 16, adjusting the cumulative impact of the initial application to the retained earnings on 1 January 2019. The nature and impact of the relevant accounting policy changes are described below:

(1) Definition of lease

The company previously relied on IFRIC 4 to determine whether or not an agreement was or included in a lease on the commencement date of the contract. A change in accounting policy will assess whether a contract is or includes a lease as defined in IFRS 16. Note iv (11) to the accounting policy.

In the transition to IFRS 16, the Company chooses to use the expedient method to waive the assessment of whether the transaction before the initial application is a lease, i.e., to apply IFRS 16 directly to a contract previously identified as a lease. Contracts that are not a lease will not be re-evaluated as a lease if they have previously been interpreted in accordance with IAS 17 and IFRS 4 identification. Therefore, the lease definition set forth in IFRS 16 applies only to contracts entered into or changed after the date of initial application.

(2) The lessee

A transaction in which the Company is a lessee is previously classified according to whether or not the lease agreement has been transferred to the underlying property subject to almost all risks and rewards. Under IFRS 16, lease contracts are identified as right-of-use assets and lease liabilities on the balance sheet.

A. Contracts previously classified as operating leases under IAS 17

During the transition, lease liabilities is measured by the present value of residual lease benefits, and discounted by the incremental borrowing rate of the first applicable day of a company. Lease assets are measured in terms of lease liabilities adjusted for all prepaid or payable lease benefits related to the lease.

In addition, the Company adopted the following expedient for transition to IFRS

16:

a. A single discount rate is applied to a lease portfolio with similar characteristics.

b. As an alternative to the impairment assessment of right-of-use assets, the results of the assessment of the loss-making contracts in accordance with IAS 37 “Provisions, Contingent Liabilities and Contingent Assets,” before the date of the first application.

c. For leases whose Lease term ends within 12 months after the initial application date, right-of-use assets and lease liabilities are not recognized by exemption.

d. The original direct cost is not included in the right-of-use assets measurement on the initial application date.

e. When the lease contract includes an option to extend or terminate the lease, the lease term shall be decided with the benefit of hindsight.

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(3) the lessor

Except for subletting, the Company is not required to make any adjustment in connection with its transaction as a lessor when transitioning to IFRS 16, which applies to its lease transactions from the date of initial application.

Under IFRS 16, the classification shall be based on right-of-use assets rather than on the valuation and sublease of the underlying assets.

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(4) impact on financial statements

When transitioning to IFRS 16, the Company perfomed an evaluation of the date of application and found no effect.

(2) Effects of new and revised standards and interpretation has been approved by FSC but not yet being adopted

In accordance with FSC Order No. 1080323028, dated July 29, 2019, the public offering company should fully adopt the International Financial Reporting Standards (IFRSs) whaich are approved by the FSC and coming into efffective on 2020. The newly issued, amended and revised standards and explanations are set out as follows:

New release/revision/amendment of guidelines and interpretations
Amendments to IFRS 3 Definition of a Businesses
Amendments to IFRS 9, IAS 39 and IFRS 7 Interest Rate Benchmark Reform
Amendments to IAS 1 and IAS 8 Definition of Material
Effective date upon
promulgation by the
IASB
Jan. 1, 2020
Jan. 1, 2020
Jan. 1, 2020

The Company considers that the application of the aforementioned newly recognized IFRSs will not result in significant changes to the Financial Statements

(3) New and revised standards and interpretations not yet recognized by the FSC

The following table sets out the standards and interpretations that have been issued and revised by the International Accounting Standards Board (hereinafter referred to as the Board) but not yet endorsed by the FSC.

New release/revision/amendment of guidelines and interpretations
Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets between an
Investor and its Associate or Joint Venture"
IFRS 17 "Insurance Contracts"
Amendments to IAS 1 "Classification of Liabilities as Current or Non-current"
Effective date upon
promulgation by the
IASB
To be determined by
the Board
Jan. 1, 2021
Jan. 1, 2022

The Company is continuously evaluating the impact of the above criteria and explanations on the Company's financial position and results of operations and will disclose the related impact when the evaluation is completed.

IV. Summary of Major Accounting Policies

The major accounting policies adopted in this Financial Statement are summarised as follows.

Unless otherwise noted, the following accounting policies have been applicable for all presentation period of the Individual Financial Statement.

(1) Compliance statement

The Individual Financial Statement was compiled in accordance with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers.

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(2) Compling Basis

1. Measurement Foundation

Except the major items in the following balance sheet, the Individual Financial Statement was complied based on the historical costs:

  • (1) Financial assets at fair value through profit or loss measured with fair value;

  • (2) Financial assets measured at fair value through other comprehensive income.

  • (3) Liabilities for cash-settled share-based benefit agreements that are measured at fair value.

  • (4) Net defined benefit liability (or asset), is measured according to the fair value of the retirement fund assets deducting present value of the defined benefit obligation and the ceiling influence value listed in Footnotes IV (16)

  • Functional Currency and Presentation Currency

Each party of the Company takes the currency of major economic environment where its operation is located as its functional currency. The Individual Financial Statement is presented in the functional currency of the Company, TWD. All of the financial information expressed herein in TWD is of one thousand per unit.

(3) Foreign Currency

1. Foreign Currency Trading

Foreign currency is converted into functional currency according to exchange rate on the date of transaction. At the end of each subsequent reporting period (the "Reporting Date"), foreign currency monetary items are translated into functional currency at the exchange rate prevailing on that date. Non-monetary items measured at fair value in foreign currencies are translated into functional currencies using the exchange rates prevailing at the date of fair value measurement, while non-monetary items measured at historical cost in foreign currencies are translated at the exchange rates prevailing at the dates of the transactions.

The foreign currency exchange difference resulting from the conversion is recognized to be other comprehensive Income excepting for the following situations, otherwise, recognized to be gains and losses.

(1) Equity instruments designated as measured at fair value through other comprehensive income.

(2) Financial liabilities designated as a net investment hedge for a foreign operating entity are within the effective range of the hedge; or

(3) Eligible cash flow hedges are within the effective range of the hedge.

2. Foreign Operating Organizations

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The assets and liabilities of foreign operating organizations, including the business reputation and fair value adjustment during the acquisition, are converted to be TWD according to exchange rate on the report day; gains and losses are converted into TWD according to exchange rate in the current period, and the resultant conversion difference is recognized to be other comprehensive Income.

In case of the loss of control, joint control or material influences arising from the punishment on foreign operating organizations, the accumulated conversion differences related to the foreign operating organizations shall be fully reclassified as gains and losses. In case of subsidiary company of foreign operating organizations involved in the punishment, the related accumulated conversion differences shall be reclassified as non-controlling interests in proportion. In case of affiliated company or joint ventures of foreign operating organizations involved in some of the punishment, related accumulated conversion differences shall be fully reclassified as gains and losses in proportion.

As to the receivable and payable monetary items of forgien operating organizations, if without the repayment plan or the possibility of repayment in foreseeable future, the resultant gains and losses from foreign currency conversion shall be regarded as a part of net investments to the foreign operating organizations as recognized as other comprehensive income.

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  • (4) Standards for Classifying Current and Non-current Assets and Liabilities

Assets meeting one of the following conditions are recognized to be current assets, and other assets not belonging to current assets are recognized to be non-current assets:

  • 1.Those that are expected to be realized during the normal operating period of the Company or intended to be sold or consumed.

  • Those held mainly for the purpose of transaction.

  • Those expected to be realized with in 12 months after the balance sheet.

  • Cash or cash equivalents, but not including those used for exchange, liquidation of liabilities or those with other restrictions.

The liabilities meeting any one of the following conditions are current liabilities, and other liabilities not belonging to current liabilities are recognized to be non-current liabilities:

  1. Those expected to be paid off during the normal operating period of the Company.

  2. Those held mainly for the purpose of transaction.

  3. Those expected to be paid off with in 12 months after the balance sheet.

  4. 4.Those that shall not allow the Company to unconditionally extend the liquidation period to at least 12 months. Liabilities for liquidation arising from the issuing of equity instruments in accordance with the clauses chosen by the other party of transaction will not affect their classification.

  5. (5) Cash or Cash Equivalents

Cash includes cash on hand and demand deposits. Cash equivalents are the investments which are allowed to be converted into normed cash with few value change risks and short-term high flowability. Certificate of deposit which satisfy the foregoing definition and with the holding purpose of meeting the short-term cash pledges rather than investment or others shall be recognized as cash equivalents.

(6 ) Financial Instrument

Accounts receivable are recognized at the time of generation. All other financial assets and financial liabilities were originally recognized when the company became a party to the terms of the financial instrument agreement. Financial assets that are not measured at fair value through profit or loss (except accounts receivable, which do not contain a significant financial component) or financial liabilities are measured at fair value plus the transaction cost directly attributable to the acquisition or issue. Accounts receivable, which do not contain significant financial components, are originally measured at transaction prices.

1. Financial Assets

The purchase or sale of financial assets by a conventional trader, the company shall treat all purchases and sales of financial assets classified in the same manner in accordance

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with the transaction date or the settlement date.

At the time of the original recognition, financial assets were classified as: financial assets measured at amortized cost, debt instrument investments measured at fair value through other comprehensive income, equity instrument investments measured at fair value through other comprehensive income, or financial assets measured at fair value through gains and losses.

The company will only change its business model for managing financial assets from the first day of the next reporting period to classify all affected financial assets.

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(1) Financial assets as measured by their amortized costs

Financial assets are measured at post-amortized cost when they simultaneously meet the following conditions and are not specified to be measured at fair value through profit or loss:

· The financial asset is held under a business model for the purpose of collecting contractual cash flow.

· The cash flow generated by the terms of the contract on the financial asset at the specified date is solely for the payment of the principal and the interest on the outstanding principal amount.

The cumulative amortization of such assets is subsequently calculated by the effective interest method plus or minus the original amount recognized, and the amortized cost of any loss allowance is adjusted. Interest income, foreign exchange gains and losses and impairment losses are recognized as gains and losses. When derecognized, the profit or loss shall be included in the profit or loss.

(2) Financial assets measured at fair value through other comprehensive income

When the debt instrument investment simultaneously meets the following conditions and is not specified to be measured at fair value through profit and loss, it is measured at fair value through other consolidated profit and loss:

· the financial asset is held under a business model for the purpose of collecting contractual cash flow and selling.

· the cash flow generated by the terms of the contract on the financial asset at the specified date is solely for the payment of the principal and the interest on the outstanding principal amount.

The company may, at the time of its original recognition, irrevocably choose to report the subsequent changes in the fair value of its non-tradable equity instrument investments to other consolidated profits and losses. The foregoing selection is made on a item-by-item tool basis.

Debt instrument investors are measured by fair value afterwards. Interest income, foreign exchange gains and losses and impairment losses calculated by the effective interest method are recognized as gains and losses, while the remaining net gains or losses are recognized as other comprehensive income. When discounting, the accumulated amount of other comprehensive income shall be reclassified into comprehensive income.

Equity instrument investors are measured by fair value afterwards. Dividend income (unless it clearly represents the recovery of a portion of the investment cost) is recognized as a profit or loss. The remaining net benefits or losses are recognized as other comprehensive income and are not reclassified into gains and losses.

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Dividend income from equity investments is recognized on the date (usually ex-dividend date) when the consolidated company becomes entitled to receive dividends.

(3) Financial assets measured at fair value through profit and loss

Financial assets that are not measured at fair value at the above amortized cost or through other comprehensive income are measured at fair value through gains and losses, including derivative financial assets. The company may, at the time of its original recognition, irrevocably designate financial assets that meet the criteria of measuring at fair value according to the amortized cost or through other comprehensive income as financial assets measured at fair value through gains and losses in order to eliminate or substantially reduce improper accounting matching.

Such assets are subsequently measured at fair value and their net gains or losses (including any dividends and interest income) are recognised as gains or losses.

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(4) Business model evaluation

The purpose of the company is to assess the business model of holding financial assets at a portfolio level, which best reflects the way of operation and management and the way of providing information to management. The following information is considered:

· the portfolio policies and objectives described and the operation of such policies. Including whether the management's strategy is to focus on earning contractual cash flow, maintaining a certain portfolio of interest rates, matching the duration of financial assets with the duration of the relevant liabilities or anticipated cash outflows, or achieving cash flow through the sale of financial assets.

· performance of the business model and how the financial assets held under the business model are evaluated and reported to the principal managers of the business.

· risks that affect the performance of the business model (and the financial assets held under the business model) and the manner in which such risks are managed.

· the frequency, amount and timeliness of previous sales of financial assets, the reasons for such sales and the expectation of future sales.

The transfer of a financial asset to a third party for the above business purposes that does not meet the exclusion criteria is not a sale as described above, consistent with the purpose for which the merged company continues to recognize the asset.

Financial assets held for trading and managed and evaluated for performance on a fair value basis are measured at fair value through profit and loss.

(5) Evaluate whether the cash flow of the contract is fully the interest on the

payment of the principal and the amount of outstanding principal

For evaluation purposes, the principal is the fair value of the financial asset at the time of its original recognition, and the interest is made up of the following considerations: the time value of money, the credit risk associated with the amount of outstanding principal in circulation during a particular period, and other basic lending risks and costs and profit margins.

To evaluate whether the contract cash flow is fully interest on the principal and the outstanding principal amount, the company considers the terms of the financial instrument contract, including whether the financial asset contains a contract term that can change the point or amount of the cash flow of the contract, causing it to fail to meet this condition. In the evaluation, the consolidated company considers:

· any contingencies that change the timeliness or amount of the cash flow of the contract;

· the terms of the coupon rate may be adjusted, including the nature of the variable

rate;

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Lotes Co., Ltd. Parent Company Only Financial Statement

  • the nature of prepayment and extension; and

  • claims of the consolidated company are limited to cash flow terms derived from

  • specific assets (e.g. non-recourse nature).

(6) Impairment of financial assets

For the financial assets measured at the amortized cost after (including cash and about when cash, notes receivable, accounts receivable, other receivables, refundable deposit, and other financial assets, etc.), through the other comprehensive income measured at fair value, the debt instruments of investment assets and contract of expected loss, the company recognizes the allowance for credit losses.

The following financial assets are measured against losses according to the expected credit loss amount of 12 months, and the rest are measured according to the expected credit loss amount of the existing period:

  • ‧ determine that the credit risk of the debt securities at the reporting date is low; and

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  • ‧ the credit risk of other debt securities and bank deposits (i.e. the risk of default during the expected life of financial instruments) has not increased significantly since the original recognition.

The loss allowance for accounts receivable and contract assets is measured in terms of the expected credit loss during the period of existence.

In determining whether credit risk has increased significantly since the initial recognition, the consolidated company considers reasonable and verifiable information (available at no excessive cost or investment), including qualitative and quantitative information, as well as analysis based on the company's historical experiences, credit assessment and forward-looking information.

The consolidated company shall be deemed to be in default of the financial asset if the debtor of the contract payment is unlikely to meet his credit obligations to make the full payment to the consolidated company.

Expected credit loss during the life of a financial instrument refers to the expected credit loss arising from all possible defaults during the life of the financial instrument.

Twelve-month expected credit loss refers to the expected credit loss arising from the possible default of the financial instrument within twelve months after the date of the report (or a shorter period, if the expected duration of the financial instrument is shorter than twelve months).

The longest contract period during which the expected credit loss is measured is the longest contract period during which the company is exposed to credit risk.

The expected credit loss is the probabilistic weighted estimate of the credit loss during the expected life of the financial instrument. Credit losses are measured in terms of the present value of all cash shortfalls, the difference between the cash flows that the company can collect under the contract and the cash flows that the company expects to collect. The expected credit loss is discounted at the effective interest rate of the financial asset.

On each reporting date, the company evaluates whether there is a credit impairment in the debt securities on which financial assets are measured at after-amortized cost and on which fair value is measured through other comprehensive income. When one or more events have occurred that adversely affect the estimated future cash flow of a financial asset, the financial asset has suffered a credit impairment. Evidence of credit impairment of financial assets includes observable information relating to:

  • major financial difficulties of the borrower or issuer;

  • default, such as delay or delay beyond a specified period;

· for economic or contractual reasons related to the borrower's financial difficulties, the merged company gives the borrower concessions that the borrower would not have considered;

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  • the borrower is likely to file for bankruptcy or other financial restructuring; or

  • the active market for the financial asset disappears due to financial difficulties.

The loss allowance for a financial asset measured at its amortized cost is deducted from the carrying amount of the asset. The allowance for losses on debt instrument investments is measured at fair value through other comprehensive income. It is adjusted and recognized as other comprehensive income (without reducing the carrying amount of the assets).

When the company cannot reasonably expect to recover the financial assets as a whole or in part, it will directly reduce the total book amount of its financial assets. For the company, the company shall analyze the date and amount of the write-off on the basis of whether it is reasonable to expect recovery. The company does not expect a significant reversal of the write-off. However, financial assets that have been written off may still be enforced to comply with the procedures of the consolidated company for recovering overdue amounts.

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(7) Financial assets de-recognition

When the Company terminates the contractual rights from the cash flow of such assets or has transferred the financial assets and almost all risks and returns of the asset ownership have been transferred to other enterprises, the financial assets shall be de-recognized.

Transactions in which the Company enters into transfers of financial assets that retain all or substantially all of the risks and rewards of ownership of the transferred assets continue to be recognized on the balance sheet.

2. Financial liabilities

Financial liabilities are classified as amortized costs or measured at fair value through profit or loss. Financial liabilities which are held for trading, derivatives or specified at the time of their original recognition are classified as being measured at fair value through profit or loss. Financial liabilities, measured at fair value through profit and loss, are measured at fair value, and the associated net benefits and losses, including any interest expense, are recognized as profit and loss.

The effective subsequent interest method for other financial liabilities is measured at the amortized cost. Interest expenses and exchange gains and losses are recognized as gains and losses. Any benefit or loss at the time of discounting is also considered as profit or loss.

(1) De-recognition of Financial Libilities

The Company derecognizes financial liabilities when contractual obligations have been fulfilled, cancelled or matured. When the terms of a financial liability are modified and the cash flows of the modified liability differ materially, the original financial liability is derecognized and a new financial liability is recognized at fair value based on the modified terms.

When de-recognizing financial liabilities, the difference between carrying amount and the sum of paid or payable considerations (including any transferred non-cash capital or assumed liabilities) shall be recognized as gains and losses.

(2) Offset between Financial Assets and Liabilities

Financial assets and financial liabilities can be offset with each other and represented on the balance sheet with net value only when the Company has legal rights to offset and has the intention to deliver with net value as well as realize capital and liquidate the liabilities.

3. Derivative Financial Instruments

The Company holds derivative financial instruments to avoid foreign currency and interest rate risks. Embedded derivatives are separated from the main contract when specific conditions are met and the main contract is not a financial asset.

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Derivative instruments are initially recognized at fair value and subsequently measured at fair value, and the resulting gain or loss is recognized directly in profit or loss.

(7) Inventory

Inventory shall be measured with the lower of the costs and net realizable value. The costs include the acquisition, production and processing costs enabling them to arrive at the available places and status and other costs, which are calculated according to the standard cost method, and priced at cost transferring according to weighted mean method. The costs of the inventory of finished products and products in process include the manufacturing costs amortized based on normal production capacity according to proper percentage.

Net realizable value refers to the estimated prices under normal operation deducting estimated costs to be needed for estimated completion and estimated costs to be needed for completing selling.

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(8) Investing subsidiary

In preparing individual financial statements, the Company applies the equity method to investees over which it has control. Under the equity method, the share of current profit or loss and other comprehensive income of the individual financial report is the same as the share of current profit or loss and other comprehensive income attributable to the owners of the parent in the financial statements prepared on a consolidated basis, and the interest of the owners of the individual financial report is the same as the interest attributable to the owners of the parent in the financial statements prepared on a consolidated basis.

Changes in the Company's ownership interest in a subsidiary that do not result in a loss of control are treated as equity transactions with owners.

(9) Property, Plant and Equipment

1. Recognition and Measurement

Items of property, plant and equipment are measured at cost, including capitalized borrowing costs, less accumulated depreciation and any accumulated impairment.

Significant components of property, plant and equipment are treated as separate items

(major components) when they have different life cycles.

Gain or loss on disposal of property, plant and equipment is recognized in profit or loss.

2. Subsequent Costs

Subsequent expenses are capitalized only when it is probable that future economic benefits will flow into the Company.

3. Depreciation

Depreciation is calculated based on the cost of the asset less its residual value and is recognized in profit or loss using the straight-line method over the estimated useful life of each component.

The land is not subject to depreciation.

The estimated useful lives for the current and comparative periods are as follows:

  • (1) Buildings 20-40 years

  • (2) Machinery 2-10 years

  • (3) Other equiment 2-10 years

The Company reviews the method of depreciation, durability and residual value at each reporting date and makes appropriate adjustments as necessary.

4. Reclassification to investment real estate

When real property for own use is reclassified to investment property, the real property is reclassified to investment property based on its carrying amount at the time of change of use.

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(10) Investment real estate

Investment real estate means real property held for the purpose of earning rent or asset appreciation, or both, rather than for the purpose of production, provision of goods or services, or for administrative purposes. Investment real estate is originally measured by cost, and later measured by cost minus accumulated depreciation and accumulated impairment. The depreciation method, durable life and residual value shall be treated in accordance with the provisions of real estate, plant and equipment.

The disposal interest or loss of the investment real estate (calculated at the difference between the net disposal price and the account amount of the project) shall be recognized as the profit or loss.

The rental income of investment real estate is recognized as other income in the straight-line method during the lease term. The incentive to lease is recognized as part of the rental income during the lease term.

  • (11) Leasing

Effective from January 1, 2019

1. Judgment of lease

The company shall assess whether the contract is a lease or includes a lease on the date of formation of the contract. If the contract transfers control over the use of the identified assets for a period of time in exchange for consideration, the contract shall be a lease or includes a lease. To assess whether the contract is a lease, the company evaluates the following items:

  • (1)the contract relates to the use of an identified asset whose entity may distinguish or represent all of the actual production capacity if it is explicitly specified in the contract or by implication specified at the time of availability. If the supplier has a material right to replace the asset, the asset is not recognized; and

  • (2) the right to obtain almost all the economic benefits derived from the use of the identified assets throughout the use period; and

  • (3) acquire the right to dominate the use of the identified assets in one of the following circumstances:

  • the consolidated company has the right to dominate the use and purpose of the identified assets throughout the use period; or

  • decisions relating to the manner and purpose of use of the asset are made in advance, and:

  • -- the consolidated company has the right to operate the assets throughout the use period and the supplier has no right to change the instructions for such

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operations; or

The way in which the assets are designed by the consolidated company has determined in advance how and for what purpose they will be used throughout their lifetime.

2.The lessee

The company recognize the right-of-use assets and lease liabilities on the beginning date of the lease. Right-of-use assets are originally measured in terms of cost, which includes the original measured amount of lease liabilities, adjusts the lease beginning date or before payment of any rent payment, and the initial direct costs, and applied to removing the asset and restoring its location or the estimated cost of the underlying assets. It minuses the charge of any lease incentives at the same time.

Depreciation of right-of-use assets following the commencement of the lease shall be carried out by the straight-line method at the end of the useful life of right-of-use assets or earlier at the end of the lease term. In addition, the company will periodically evaluate whether there is any loss of right-of-use assets and deal with any loss that has occurred, and adjust the right-of-use assets in the case of lease liabilities.

Lease liabilities are defined as the present value of lease benefits not yet paid at lease commencement date. If the implied lease rate is easy to determine, the discount rate will be that rate, and if not, the incremental borrowing rate of the company will be used. Generally speaking, the consolidated company adopts its incremental borrowing rate as the discount rate.

Lease benefits measured in Lease liabilities include:

  • (1) fixed payments, including substantive fixed payments;

  • (2) depending on the variation of a certain index or rate of rent payment, the index or rate on the commencement date of the lease shall be used as the original measurement;

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  • (3) the guaranteed amount of salvage value expected to be paid; and

  • (4) the price at which the option to exercise the option to purchase or

terminate the lease will be reasonably determined or the penalty to be paid. Lease liabilities is then calculated using effective interest method, and the amount was measured when:

  • (1) changes in the index or rate used to determine lease payments result in changes in future lease payments;

  • (2) the guaranteed amount of the residual value expected to be paid has changed;

  • (3) the evaluation of the underlying asset purchase option has changed;

  • (4) the estimate of whether to exercise the option of extension or termination has changed, which leads to the change of the assessment of the lease period;

(5) modification of the subject matter, scope or other terms of the lease.

Lease liabilities are remeasured due to the aforementioned changes in the index or rate used to determine lease payments, changes in the residual value guarantee amount, and changes in the evaluation of purchases, extensions or termination options, the book value of right-of-use assets should be adjusted accordingly. When the book value of right-of-use assets is reduced to zero, the remaining re-measured amount is recognized in profit or loss.

For the tease modifications about the reduced coverage, the book amount of right-of-use assets will be reduced to reflect partial or total termination of Lease, and the difference between Lease assets and Lease assets will be included in the profit and loss. The company will express the right-of-use assets and lease liabilities that do not conform to the definition of investment real estate in the form of single line items in the balance sheet.

3. The lessor

The transaction in which the company is a lessor shall be classified as a financial lease or an operating lease on the date of establishment of the lease, depending on whether or not the lease contract is transferred to almost all the risks and rewards attached to the ownership of the underlying asset. In the evaluation, the consolidated company shall consider certain indicators, including whether the lease term covers the principal part of the underlying asset's economic life.

If the company is a sublease lessor, it will handle the master lease and the sublease transaction respectively, and evaluate the sublease transaction classification based on the right-of-use assets generated from the master lease. If the principal lease is a short-term

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lease and a recognition waiver is applicable, the sublease transaction shall be classified as an operating lease.

Applicable before January 1, 2019

1.The lessee

The company leases offices and plants on an operating lease basis, and the rental payments are recognized as current expenses during the lease period on a straight-line basis.

2.The lessor

Operating leases are recognized as income during the lease period on a straight-line basis.

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(12) Intangible assets

1. Recognition and measurement

Computer software acquired by the Company is measured at cost less accumulated amortization and accumulated impairment.

2. Subsequent expenditure

The subsequent expenditure can be capitalized only when they can increase the future economic benefits of relevant specific assets, and all of other expenditures are recognized as gains and losses when they occur, including the expenses for developing reputation and brand establishing.

3. Amortization

Amortization is calculated based on the cost of the asset less its estimated residual value, and is recognized in profit or loss using the straight-line method over the estimated useful lives of the Intangible assets, from one to five years from the time the assets reach a ready-for-use condition.

The Company reviews the amortization method, useful life and residual value of Intangible assets at each reporting date and makes appropriate adjustments as necessary. (13) Non Financial Asset Impairment

At each reporting date, the Company assesses whether there is any indication that the carrying amount of non-financial assets (other than inventories, deferred income tax assets) may be impaired. If any indication exists, the recoverable amount of the asset is estimated.

For the purpose of impairment testing, cash inflows that are largely independent of other individual assets or groups of assets are treated as the smallest identifiable group of assets.

The recoverable amount is the higher of the fair value less costs to dispose of the individual asset or cash-generating unit or its value in use. If the recoverable amount of an individual asset or cash-generating unit is less than its carrying amount, an impairment loss is recognized. An impairment loss is recognized immediately in profit or loss and is reduced first by the carrying amount of goodwill amortized on the cash-generating unit and then by the carrying amount of each other asset in the unit in proportion to its carrying amount.

Non-financial assets other than goodwill are reversed only to the extent that they do not exceed the carrying amount (net of depreciation or amortization) that would have been determined had no impairment loss been recognized for the asset in prior years.

(14 Provisions

Provisions are recognized as present obligations due to past events that make it probable that the Company will need to expend economically efficient resources in the future to settle the obligation and the amount of the obligation can be reliably estimated.

The amount recognized in Provisions takes into account the risks and uncertainties of the obligation and is the best estimate of the payments required to settle the obligation at the

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end of the reporting period. If Provisions is measured at the estimated cash flows to settle this realistic obligation, the carrying amount is the present value of those cash flows.

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(15) Income Recognition

Revenue from customer contracts

Income is measured in consideration for the expected entitlement to transfer goods or services. The company recognizes revenue from the transfer of control of goods or services to the customer in order to meet its performance obligations.

The company manufactures electronic components and sells them to manufacturers in the electronics industry. The company recognizes revenue at the time of the transfer of control over the products. Control transfer of the product means that the product has been delivered to the customer and the customer can fully determine the sales channel and price of the product, and there is no failure to fulfill obligations that would affect the customer's acceptance of the product. Delivery occurs when the product is shipped to a specific location, the risk of obsolescence and loss has been transferred to the customer, the customer has accepted the product in accordance with the sales contract, the acceptance terms have expired, or the consolidated company has objective evidence that all acceptance conditions have been met.

The consolidated company recognizes revenue on the basis of the net amount of the estimated discount deducted from the contract price, the amount of which is estimated based on past experiences, and only to the extent that there is a high probability that no significant turnaround will occur. As of the date of the report, the sales will expect to pay the customer for the discount, which is refunded as refund liabilities. The average credit period of sales is one hundred twenty days to one hundred fifty days, which is consistent with the practice of the same trade, so no financing elements are included.

The company shall recognize accounts receivable at the time of delivery of the goods, as the consolidated company shall have the right to receive unconditional consideration at that time.

The time between the transfer of goods or services from all customer contracts to the customer and the time between the customer's payment for the goods or services is expected to be no more than one year, so the company does not adjust the time currency value of the transaction price.

(16) Employee Benefits

1. Defined Contribution Plan

The contribution obligation of the defined contribution pension plan is recognized as an expense in the period in which the employees render service to the Company.

2. Defined benefit plans

The Company's net obligation to a defined benefit plan is measured by discounting the present value of future benefits earned by the employee's current or prior period of service, less the fair value of the plan assets.

The defined benefit obligation is actuated annually by a qualified actuary using the

124

Lotes Co., Ltd. Parent Company Only Financial Statement

projected unit benefit method. When the results of the calculation are probable to be favorable to the Company, an asset is recognized to the extent of the present value of any economic benefits that may be obtained by returning a contribution from the plan or reducing future contributions to the plan. Any minimum funding requirement is taken into account in calculating the present value of economic benefits.

The remeasurement of the net defined benefit obligation, including actuarial gains and losses, compensation for plan assets (excluding interest), and any change in the impact of asset limits (excluding interest) is recognized immediately in other comprehensive income and accumulated in retained earnings. The Company determines net interest expense (income) for net defined benefit liabilities (assets) using the net defined benefit liabilities (assets) and discount rate determined at the beginning of the annual reporting period. Net interest expense and other costs for defined benefit plans are recognized in profit or loss.

When a plan is revised or curtailed, changes in benefits related to prior period service costs or curtailment gains or losses are recognized immediately in profit or loss. The Company recognizes gain or loss on the settlement of defined benefit plans when settlement occurs.

125

Lotes Co., Ltd. Parent Company Only Financial Statement

3. Short-term employee benefits

Short-term employee benefit obligations are recognized as an expense when services are provided. If the Company has a present legal or constructive obligation to pay for services rendered by employees in the past and the obligation can be estimated reliably, the amount is recognized as a liability.

(17) Share-based Payment Transaction

The value of Share-based benefit agreements shall be settled at the fair value on the date of grant, and an expense shall be recognized over the vesting period of the award and the relative equity shall be increased. The amount ultimately recognized is based on the amount of incentive payments made on the vesting date that meet the conditions of service and non-market vesting conditions.

The non vesting conditions of share-based payment rewards have been reflected on the fair value measurement on the grant date of share-based payment, and the difference between the expected and actual results are not required to check and adjust.

The fair value of the right to increase the value of the shares for cash delivery shall be the amount paid to the employee within the period of the employee's unconditional remuneration, and the expenses shall be recognized and the relative liabilities shall be increased. Any change in the liability, which is remeasured at the fair value of the rights to increase in value of the shares on the reporting and closing dates, is recognized as a profit or loss.

(18) Income Tax

Income taxes include current and deferred income tax asset. Except those related to enterprise consolidation and items directly recognized as equities or other comprehensive income, Current tax and deferred income tax asset shall be recognized as gains and losses.

Current taxes include expected payable income taxes or receivable tax rebates of the annual taxation (losses) calculated according to the legal tax rate or substantial legal tax rate on the report day, and any unappropriated retained earnings plus 10% income tax recognized as tax expense in the shareholders meeting resolution year calculated according to the adjustments to the payable income taxes in the previous year and the provisions of income tax laws.

Deferred income tax assets are measured and recognized according to the temporary difference between the carrying amount and taxation basis of assets and liabilities with financial report objectives.

In case of any of the following situations, the temporary differences will not be recognized as deferred income tax assets:

  1. Those not belong to the assets or liabilities originally recognized in the transaction of enterprise consolidation, and not influencing accounting profits and taxation

126

Lotes Co., Ltd. Parent Company Only Financial Statement

incomes (losses) during the transaction.

  1. Those generated due to investment subsidiary company and joint equities and likely to not to be returned in the foreseeable future.

  2. Original recognition of business reputation

Deferred income tax assets are measured according to the tax rate in the current period when the expected capital is realized or liabilities are liquidated, and based on the legal tax rate or substantial legal tax rate on the report day.

Only when the Company shall meet the following conditions at the same time, can the deferred income tax assets and deferred tax liabilities offset with each other:

  1. Having the legal execution right to make the current income tax assets and the current tax liabilities offset with each other: and

  2. Deferred income tax assets and deferred tax liabilities are related to one of the subjects of tax payment from which the same tax authority levies income tax;

  3. (1) Same subject of tax payment; or

(2) Different subjects of tax payment, but all subjects intend to liquidate the current tax liabilities and assets based on net amount or at the same time realize assets and liquidate liabilities in each of the future periods when deferred income tax assets of major amounts are expected to be recovered and deferred tax liabilities expected to be liquidated.

Carry forward of unused taxation losses and unused income tax and deductible temporary differences are recognize as deferred income tax assets within the scope where the possible future taxable incomes are available. They are re-evaluated on each report day and deduct the income tax benefits which are not possible to be realized.

  • (19) Earnings per share

The Company lists the basic and diluted earnings per share of holders of common stock equity of the Company. The basic earnings per share of the Company shall be calculated with the gains and losses of the holders of common stock equity of the Company divided by the weighted mean of current outstanding common shares. Diluted earnings per share shall be calculated after adjusting the influence of all potential diluted common shares of the gains and losses of the holders of common stock equity of the Company and the weighted mean of current outstanding common shares. The potential diluted common shares of the Company include convertible corporate bonds and stock options for employees.

(20) Segments

The Company has disclosed segment information in the Consolidated Financial Statements and therefore individual financial statements do not disclose segment information.

127

Lotes Co., Ltd. Parent Company Only Financial Statement

V. Primary Sources of Major Accounting Judgment, Estimate and Assumption Uncertainties

Management is required to make judgments, estimates and assumptions in preparing this entity's financial statements in accordance with "Guidelines Governing the Preparation of Financial Reports by Securities Issuers" that will affect the adoption of accounting policies and the reported amounts of assets, liabilities, revenues and expenses. Actual results may differ from estimates.

The management authority continuously inspects the estimate and basic assumption, and accounting changes are recognized during the period of changes and the period of future to be influenced.

Accounting policies that involve significant judgment and that have a material effect on the amounts recognized in the financial statements of the Company are as follows:

(1) Inventory evaluation

Since inventory must be measured at the lower of cost or net realizable value, the company estimates the reported amount of inventory due to normal wear and tear, obsolescence, or no market sale value on a daily basis and reduces the cost of inventory to net realizable value. The net realizable value of inventories may change significantly due to rapid changes in the industry and the introduction of new products. Please refer to Note vi (III) for the inventory assessment.

(2) Refund liabilites

The company will estimate refund liabilities according to the nature and conditions of sales transactions, and will recognize them as sales income in the current period when the products are sold and continue to examine the reasonableness of the estimates. However, due to market price competition and product technology development and other factors, it may cause a significant adjustment of the estimated amount. Please refer to Note vi (XI) for Refund liabilities estimates.

128

Lotes Co., Ltd. Parent Company Only Financial Statement

VI. Description of Major Accounting Items

(1) Cash and cash equivalents

Petty cash
Checks and demand deposits
Time deposits
Cash and cash equivalents lised on the Statement
Dec. 31, 2019
$ 240
490,112
352,170
$
842,522
Dec. 31, 2018

281

239,640
119,810
359,731

Disclosures of interest rate risks and sensitivity analysis on financial assets and liabilities of the Company are seen in Note VI (XXII).

(2) Notes, accounts receivable and other receivables

Receivable notes
Accounts receivable (including related parties)
Other accounts receivable (including related parties)
Less: Provisions
Dec. 31, 2019
$ 1,675
3,917,180
128,132
(8,067)
$
4,038,920
Dec. 31, 2018

2,143

3,541,836

34,458
(6,202)
3,572,235

For Changes in Notes and Accounts Receivable Provisions for the years ended December 31, 2019 and 20178, please refer to Note VI (XXII) 1 (3) Statement of Impairment Losses.

(3) Inventroy

Merchandise
Finished goods
Work in progress
Raw materials
Goods in transit
Dec. 31, 2019
$ 550,887
1,165
18
-
39,018
$
591,088
Dec. 31, 2018

495,910

4,224

-
6
14,826
514,966

The Company's inventories at December 31, 2019 and 2018 including allowance for inventory losses are $19,600,000 dollars and $25,969,000 dollars respectively.

The Company recognized inventory-related expenses (gain) as follows:

Cost of goods sold
Losses on the price fall and scraping of inventory
Total
2019
$ 8,161,593
1,193
$
8,162,786
2018

7,343,441
2,604
7,346,045

As of December 31, 2019 and 2018, the Company's inventories were not pledged as security.

129

Lotes Co., Ltd. Parent Company Only Financial Statement

(IV) Investments accounted for using the equity method

The investments of the Company accounted for using the equity method are as follows:

[Subsidiaries ]

Dec. 31, 2019
$
8,873,276
Dec. 31,
2018
7,862,011

$

1.Subsidiaries

Please refer to the consolidated financial statements for the year ended on December 31, 2019.

2.Guarantee

As of December 31, 2019 and 2018, the Company's investments accounted for using the equity method did not provide security for the pledge.

(V) Property, plant and equipment

The changes in the cost, depreciation and impaiment losses of the property, plant and equipment of the Company are as follows:

Cost or deemed cost:
Balance on Jan. 1, 2019
Addition
Disposal
Balance on Dec. 31, 2019
Balance on Jan. 1, 2018
Addition
Disposal
Balance on Dec. 31, 2018
Losses on depreciation and
impairment:
Balance on Jan. 1, 2019
Depreciation in the year
Disposal
Balance on Dec. 31, 2019
Balance on Jan. 1, 2018
Depreciation in the year
Disposal
Balance on Dec. 31, 2018
Book value:
Dec. 31, 2019
Dec. 31, 2018
Land
$ 28,250
-
-
Buildings

31,568
870
-
Machinery
equipment

14,886

28
(614)
Other

35,709

14,683
(2,073)
Total

110,413

15,581

(2,687)
123,307

108,498

3,432

(1,517)
110,413

59,071

3,085

(2,277)
59,879

57,823

2,765

(1,517)
59,071
63,428
51,342
$
28,250
32,438
14,300

48,319

$ 28,250
-
-


31,568
-
-


14,356
530
-


34,324

2,902
(1,517)
$
28,250
31,568 14,886
35,709

$ -
-
-

15,268
802
-


13,567

252
(204)


30,236

2,031
(2,073)
$
-
16,070
13,615

30,194
$ -
-
-

14,502
766
-


13,243

324
-


30,078

1,675
(1,517)
$
-
15,268 13,567
30,236
$
28,250

16,368

685

18,125

$
28,250

16,300
1,319
5,473

As of December 31, 2019, and December 31, 2018, property, plant and equipment were used as collateral for short-term loans and financing lines. Please refer to note 8 for details.

130

Lotes Co., Ltd. Parent Company Only Financial Statement

(VI) Right-of-use assets

The changes in the costs of the lease of lands, buildings, machinery and other equipment, losses on depreciation and impairment of the consolidated company are as follows:

Cost of the right-of-use assets:
Balance on Jan. 1, 2019
Addition
Balance on Dec. 31, 2019
Losses on the depreciation and impairment of right-of-use assets:
Balance on Jan. 1, 2019
Depreciation in the year
Balance on Dec. 31, 2019
Book value:
Dec. 31, 2019
Buildings
$ -
118
$
118
$ -
59
$
59
$
59

The Company leased office space under operating leases during 2018; please refer to Note 6(XIII) for details.

(VII) Investment property

The changes in the investment property of the Company are as follows:

Cost or deemed cost:
Balance on Jan. 1, 2019
Balance on Dec. 31, 2019
Balance on Jan. 1, 2018
Balance on Dec. 31, 2018
Losses on depreciation and impairment:
Balance on Jan. 1, 2019
Depreciation
Balance on Dec. 31, 2019
Balance on Jan. 1, 2018
Depreciation
Balance on Dec. 31, 2018
Book Value:
Dec. 31, 2019
Dec. 31, 2018
Fair value:
Dec. 31, 2019
Dec. 31, 2018
Land
$ 248,200
Buildings

39,285
Buildings

39,285
Total

287,485

$
248,200


39,285


287,485

$ 248,200


39,285


287,485

$
248,200


39,285


287,485


$ -
-

3,525
958


3,525

958
$
-
4,483 4,483
$ -
-

2,567
958


2,567

958
$
-
3,525 3,525
$
248,200

34,802

283,002

$
248,200

35,760

283,960




$
322,604

$
322,604

As of December 31, 2019 and 2018, none of the Company's investment properties had been pledged as security.

131

Lotes Co., Ltd. Parent Company Only Financial Statement

(VIII) Intangible assets

The changes in the cost and amortization of the intangible assets of the Company are as follows:


Cost:
Balance on Jan. 1, 2019
Separate acquisition
Balance on Dec. 31, 2019
Balance on Jan. 1, 2018
Separate acquisition
Balance on Dec. 31, 2018
Losses on amortization and
impairment:
Balance on Jan. 1, 2019
Amortization in the year
Balance on Dec. 31, 2019
Balance on Jan. 1, 2018
Amortization in the year
Balance on Dec. 31, 2018
Book value:
Balance on Dec. 31, 2019
Balance on Dec. 31, 2018
Computer
software
$ 63,438
21,357

Other
600
-
Total
64,038
21,357
85,395
33,559
30,479
64,038
33,410
1,048
34,458
32,871
539
33,410
50,937
30,628

$
84,795

600

$ 32,959
30,479


600
-

$
63,438

600

$ 33,410
1,048


-
-

$
34,458

-

$ 32,871
539


-
-
$
33,410
-

$
50,337

600

$
30,028

600

The amortization expense of the intangible assets of the Company respectively recognized in the Statement of Comprehensive Income:

Operating expense
hort-term loans
Short-term loans of the Company are as follows:
Unsecured loans from banks
Credit not yet used
Interest rate range
2019
1,048
2019
1,048
2018
539
Dec. 31, 2018
720,000

Dec. 31, 2019
$
-
$
1,069,820


102,205

-
%


0.95%

(IX) Short-term loans

Please refer to Note VI (XXII) for more information on the Company's exposure to interest rate and foreign currency risk, Note 8 for information of the Company's assets pledged as collateral for short-term borrowings, and Note 9 for information of the Company's bank loans and financing facilities are pledged as guaranteed notes.

132

Lotes Co., Ltd. Parent Company Only Financial Statement

(X) Lease liabilities

The carrying amounts of the Company's lease liabilities are as follows:

Current
Please refer to Note VI (XXII) for the maturity analysis
The amounts recognized in the profit and loss are as follows:
Interest expense for lease liabilities
Dec. 31, 2019
$
59
2019
$
1

The amounts recognized in the Statement of Cash Flows are as follows:

Total cash outflow for leases
efund liabilites - current
Refund liabilites - current
Dec. 31, 2019
$
157,256
2019
$
60
Dec. 31, 2018

86,883

(XI) Refund liabilites - current

The refund liabilities are mainly the prepayments to customers for the sales discount and defects of electronic components.

(XII) Provisions

Provisions - non-current
Employee benefits
Dec. 31, 2019
$
41,729
Dec. 31, 2018

40,522

Employee benefits are estimated under the Company's defined benefit plan, please refer to Note 6 (XIV) for details.

(XIII) Lease for business operating

1. Lessee lease

For the year ended December 31, 2018, expenses of operating leases were reported at $60,000 dollars.

2. Lessor lease

The company leases its investment real estate, which is classified as an operating lease because almost

all risks and rewards belonging to the ownership of the underlying asset have not been transferred. Please refer to Note VI (VII) for details of the investment real estate.

Due date analysis of lease benefits to report the total amount of undiscounted lease benefits received in

the future is shown in the following table:

Not more than 1 year
1-2 years
Total undiscounted lease payment
Dec. 31, 2019
$ 6,037
629
$
6,666

133

Lotes Co., Ltd. Parent Company Only Financial Statement

The lowest future lease payments receivable for the non-cancelable lease term are as follows:

follows:
Within 1 year
1-5 years
Dec. 31, 2018
$ 5,755
6,098

$
11,853

Rental income generated from investment properties was $5,577,000 dollars and $5,791,000 dollars for 2019 and 2017 respectively. The direct operating expenses (including maintenance) incurred by the investment properties that generated rental income during the period were $1,089,000 dollars and $1,052,000 dollars respectively.

(14) Employee benefits

1. Defined benefit plans

The reconciliation between the present value of defined benefit obligations and the fair value of plan assets of the Company is as follows:

Dec. 31, 2019
Dec. 31, 2018
Present value of defined benefit obligations
$ 73,681
72,724
Fair value of plan assets
(31,952)
(32,202)
Net defined benefit liabilities
$
41,729
40,522
Details of the employee benefit liabilities of the Company are as follows:
Dec. 31, 2019
Dec. 31, 2018
Liabilities from paid leaves
$
3,577
3,492
Dec. 31, 2019
$ 73,681
(31,952)
Dec. 31, 2018

72,724

(32,202)

$
41,729



40,522

The defined benefit plan of the Company is contributed to special account of contribution for retirement of Bank of Taiwan. The retirement payment of each employee applicable to Labor Standards Law is calculated in accordance with the base obtained based on the length of service and the average salaries within six months before retirement.

(1) Composition of Plan Assets

The retirement fund contributed by the Consolidated under the Labor Standards Law shall be controlled by the Labor Funds Operation Bureau of the Ministry of Labor (hereinafter referred to as the Labor Funds Bureau), and under the provisions of Measures on the Management and Application of Labor Retirement Funds, the annual minimum return settleed and distributed from the funds operation shall not be lower than the incomes calculated in accordance with the 2-year time certificate of deposit rate of the local banks.

As of the reporting date, the balance of the Company in the special account of contribution for retirement of Bank of Taiwan amounts to TWD 31,952,000 dollars. The data of the application of the labor retirement funds include funds yield and funds asset allocation, with details to be seen in the information released on the website of the Labor Funds Bureau.

134

Lotes Co., Ltd. Parent Company Only Financial Statement

(2) Changes in the present values of defined benefit obligations

Changes in the present values of defined obligations of the Company in 2019 and in 2018 are as follows:

Defined benefit obligation on January 1
Service cost and interest in the year
Remeasurement of net defined benefit liabilities
(assets)
Benefit paid by the plan
Defined benefit obligation on December 31
2019
$ 72,724
1,310
2,262
(2,615)
2018

72,626

1,476

(1,378)

-

$
73,681

72,724

(3) Changes in the fair value of plan assets

The changes in the fair value of defined benefit plan assets of the Company in 2019 and in 2018 are as follows:

Fair value of plan assets on January 1
Interest income
Remeasurement of net defined benefit liabilities
(assets)
Amount contributed to the plan
Benefit paid by the plan
Fair value of plan assets on December 31
2019
$ 32,202
319
1,114
932
(2,615)
2018

30,109

374

809

910

-

$
31,952

32,202

(4) Expenses recognized in profit or loss

The expenses of the Company recognized in profit or loss in 2019 and in 2018 are as follows:

Service cost in the year
Net interest of net defined benefit liabilities
Operating cost
Promotion Expenses
Administration Expenses
R&D expenses
2019
$ 590
401
2018

576

526
$
991
1,102
$ 117
277
356
241


142

293

388

279
$
991

1,102

135

Lotes Co., Ltd. Parent Company Only Financial Statement

(5) Remeasurement of the net defined benefit liabilities (assets) recognized in other comprehensive income

Remeasurement of the accumulated net defined benefit liabilities (assets) of the Company recognized in other comprehensive income in 2019 and in 2018 are as follows:

follows:
Accumulated balance on January 1
Amount recognized in the year
Accumulated balance on December 31
2019
$ 3,043
(1,148)
2018
856
2,187

$
1,895

3,043

(6) Actuarial assumptions

The material actuarial assumptions used by the Company to determine the present The material actuarial assumptions used by the Company to determine the present
value if defined benefit obligations at the end of the reporting period are as follows:
Dec. 31, 2019 Dec. 31, 2018
Discount rate
0.75%
1.00%
Increase in future salary
2.00%
2.00%

The amount of appropriation for defined benefit plans within 1 year after the

reporting date for the year ended on Dec. 31, 2019 is 916,000 TWD.

The weghted average duration of defined benefit plans is 11 years.

  • (7) Sensitivity analysis

The effects of changes in the main actuarial assumptions adopted on Dec. 31, 2019

and 2018 on the present value of defined benefit obligations are as follows:

Dec. 31, 2019
Discount rate
Increase in future salary
Dec. 31, 2018
Discount rate
Increase in future salary
Effects on defined benefit
obligations
Increased by
0.25%
Decreased by
0.25%
$ (2,069)
2,151
2,119
(2,049)
(2,095)
2,181
2,154
(2,079)
Increased by
0.25%
$ (2,069)
2,119
(2,095)
2,154

The above sensitivity ananlysis refers to the analysis on the influence of single assumption change based on the situation that other assumptions keep unchanged. In practice, many changes to the assumptions may be linked. The calculation method of sensivity ananlysis shall be consistent with that of net defined benefit liabilities of the balance sheet.

The method and assumption applied in current sensivity ananlysis is consistent with those adopted in early stage.

136

Lotes Co., Ltd. Parent Company Only Financial Statement

2. Defined Contribution Plan

As to the defined contribution plan, the Company shall contribute the retirement funds of employees to the individual accounts for labor retirement funds of the Bureau of Labor Insurance according to 6% of the monthly salaries of labors under the provisions of Labor Pension Act. Under this plan, after contributing fixed amount to the Bureau of Labor Insurance, the Company will not assume the legal or constructive obligations of paying extra amount.

137

Lotes Co., Ltd. Parent Company Only Financial Statement

The pension expense under the defined contribution retirement funds of the Company in the year of 2019 and 2018 are TWD 6,411,000 and TWD 6,193,000 respectively, which have been contributed to the Bureau of Labor Insurance.

(15) Income tax

1. The details of the income tax expenses (profit) of the Company are as follows:

Income tax expense in the year
Income tax generated in the year
Surtax on undistributed retained earnings
Adjustment of the income tax in the previous year
Deferred income tax expense
Occurence and reversal of temporary difference
Change in income tax rate
Income tax expense
2019
$ 281,975
23,819
(338)
2018

182,234

6,448

5,840

305,456



194,522

(23,876)
-



9,111
(8,130)
(23,876)

981

$
281,580


195,503

The income tax expenses (profit) of the Company recognized in other comprehensive income in 2019 and in 2018 are as follows:

Items that will not be reclassified to profit or loss:
Remeasurement of defined benefit plan
2019
$
(230)
2018
463

The reconciliation of the relationship between the income tax expense (profit) and the net profit before tax of the Company in 2019 and in 2018 is as follows:

Net profit before tax
Income tax calculated based on the tax rate of the place
where the Company located
Adjustments in accordance with tax laws
Underestimate (overestimate) in the previous year
Surtax on undistributed retained earnings
Change in income tax rate
Total
2019
$ 2,357,623
2018

1,804,070


471,525
(213,426)
(338)
23,819
-



360,814

(169,469)

5,840

6,448
(8,130)
$
281,580

195,503

138

Lotes Co., Ltd. Parent Company Only Financial Statement

2. Deferred income tax assets and liabilities

(1) Recognized deferred income tax assets and liabilities

Losses from inventory price drop and obsolescence
Unappropriated pension expenses
Losses from the price drop of fixed assets and idle
assets
Refund liabilites and accounts payable
Remeasurement of defined benefit plan
Unrealized foreign exchange losses
Deferred income tax assets
Dec. 31, 2019
$ 3,920
492
44
43,772
8,238
12,121
Dec. 31, 2018

5,194

480

44

30,613

8,008

142

$
68,587


44,481

3. Income Tax Approval

The approval on the filing of final income tax return of the Company has lasted till the year 2017 as required by the taxing authority.

(16) Capital and Other Equity

As of December 31, 2018 and 2019, the total authorized share capital of the Company was $1,550,000,000 dollars and $1,050,000,000 dollars with a par value of $10 per share, and the actual amount issued was $1,034,779,000 dollars and $934,779,000 dollars respectively.

On August 9,2018 and November 19, 2018, the Company's Board of Directors resolved to issue 10,000,000 new shares with a par value of $10 per share and an issue price of $140 per share by cash capital increase, with January 10, 2019 as the base date for the capital increase. This capital increase has been approved by the Financial Supervisory Commission and the statutory registration process was completed on January 23, 2019.

1. Capital reserve

The components of the Company's capital reserve are as follows:


Premium of issued shares
Change in the net value of the stock of subsidiaries and
associates accounted for using the equity method
Employee stock options
Dec. 31, 2019
$ 3,577,768

366,393
15,399
$
3,959,560
Dec. 31, 2018

2,277,768

172,942
15,399
2,466,109

In accordance with the Companies Act, capital surplus is required to cover losses first before new shares or cash can be issued in proportion to the shareholders' original shares. Realized capital surplus referred to in the preceding paragraph includes premiums from the issuance of shares in excess of par value and proceeds from gifts received. In accordance with the Regulations Governing the Issuer's Offerings and Issuance of Marketable Securities, the aggregate amount of capital surplus that may be capitalized each year shall not exceed 10% of the paid-in capital.

139

Lotes Co., Ltd. Parent Company Only Financial Statement

2. Retained earnings

In accordance with the Company's Articles of Incorporation, the Company shall, after the final settlement of each year's earnings, first complete tax contributions, make up for prior years' deficits and set aside 10% as legal reserve, except when the legal reserve has reached the level of total capital; the Company is required by law to set aside or reverse special reserve. In the case of unappropriated earnings for the same period, the Board of Directors shall propose a proposal for the distribution of earnings to the shareholders for resolution, and the dividend to be distributed shall not be less than 20% of the net profit for the year after taxation, after deducting the net income provided for by law.

The Company will take into account the environment and growth of the Company and the distribution of earnings should take into account the Company's future capital expenditure budget and capital requirements, and pay cash dividends of not less than 10% of the dividends distributed in the current year.

(1) Legal reserve

If the Company has no deficit, it may, by resolution of the shareholders in general meeting, issue new shares or cash out of the legal reserve to the extent that such reserve exceeds 25% of the paid-in capital.

(2) Special reserve

When the Company distributes distributable earnings, the Company accounts for other shareholders' equity in the current year and provides a special reserve of the same amount from current period's profit or loss as the prior period's undistributed earnings, and a special reserve of the same amount from prior period's undistributed earnings is not distributed. If there is a subsequent reversal in the amount of other decreases in shareholders' equity, the reversal may be distributed in the form of a surplus.

(3) Earnings distribution

The appropriation of the 2018 and 2017 earnings were approved by the shareholders' meetings held on June 14, 2019 and June 12, 2008, respectively:

==> picture [433 x 80] intentionally omitted <==

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

|||||||
|---|---|---|---|---|---|
|2018|2017|
|[ Payout ratio ]|Amount|Payout ratio|Amount|
|(TWD)|(TWD)|
|[Distributed to the holders ]|
|of ordinary shares:|
|[Cash ]|$|8.70|900,258|5.50|514,128|

----- End of picture text -----

On March 25, 2020, the Company's board of directors proposed the following 2019 earnings distribution:

2019[ Payout ratio ] Amount (TWD)

[Distributed to the holders of ordinary shares: ]

140

Lotes Co., Ltd. Parent Company Only Financial Statement

[Cash ]

==> picture [154 x 11] intentionally omitted <==

Information on the distribution of earnings as proposed by the Board of Directors and resolved by the Shareholders' Meeting is available on the "Public Information Observation Post System".

141

Lotes Co., Ltd. Parent Company Only Financial Statement

3. Other equity

Exchange
differences on
translation of
foreign operations
Unrealized gain
or loss on
Financial assets
measured at
FVTOCI
Balance on Jan. 1, 2019
$ (314,561)
(2,459)
Exchange differences arising from
the translation of the net assets
of foreign operations
(317,409)
-
Unrealized losses from financial
assets measured at FVTOCI
-
(16,103)
Balance on Dec. 31, 2019
$
(631,970)
(18,562)
Exchange
differences on
translation of
foreign
operations
Unrealized gain
or loss on
Financial assets
measured at
FVTOCI
Unrealized
gain/loss for
financial
assets for sale
Balance on Jan. 1, 2018
$ (259,820)
-
4,618
Adjustments for the
retrospective application of new
standards
-
-
(4,618)
Balance after the restatement on
Jan. 1, 2018
(259,820)
-
-
Exchange differences arising
from the translation of the net
assets of foreign operations
(54,741)
-
-
Unrealized losses from financial
assets measured at FVTOCI
-
(2,459)
-
Balance on Dec. 31, 2018
$
(314,561)
(2,459)
-
Exchange
differences on
translation of
foreign operations
Unrealized gain
or loss on
Financial assets
measured at
FVTOCI
Balance on Jan. 1, 2019
$ (314,561)
(2,459)
Exchange differences arising from
the translation of the net assets
of foreign operations
(317,409)
-
Unrealized losses from financial
assets measured at FVTOCI
-
(16,103)
Balance on Dec. 31, 2019
$
(631,970)
(18,562)
Exchange
differences on
translation of
foreign
operations
Unrealized gain
or loss on
Financial assets
measured at
FVTOCI
Unrealized
gain/loss for
financial
assets for sale
Balance on Jan. 1, 2018
$ (259,820)
-
4,618
Adjustments for the
retrospective application of new
standards
-
-
(4,618)
Balance after the restatement on
Jan. 1, 2018
(259,820)
-
-
Exchange differences arising
from the translation of the net
assets of foreign operations
(54,741)
-
-
Unrealized losses from financial
assets measured at FVTOCI
-
(2,459)
-
Balance on Dec. 31, 2018
$
(314,561)
(2,459)
-
Exchange
differences on
translation of
foreign operations
$ (314,561)
(317,409)
-
Exchange
differences on
translation of
foreign operations
$ (314,561)
(317,409)
-
Unrealized gain
or loss on
Financial assets
measured at
FVTOCI

(2,459)

-
(16,103)
Unrealized gain
or loss on
Financial assets
measured at
FVTOCI

(2,459)

-
(16,103)
Total
(317,020)
(317,409)
(16,103)
(650,532)
Total

(255,202)

(4,618)
(259,820)
(54,741)
(2,459)
(317,020)


$
(631,970)

(18,562)

Unrealized gain
or loss on
Financial assets
measured at
FVTOCI

Unrealized
gain/loss for
financial
assets for sale

-
-
4,618
(4,618)
(259,820)

(54,741)
-

-

-
(2,459)

-
-

-
$
(314,561)


(2,459)


-

(17) Share-based payment

The Company conducted the following transactions with share-based payment:

Date of offering Amount offered Target of offering

Vesting condition

Cash capital increase reserved for employees to subscribe Nov. 22, 2018 314,500 shares Current employees of the Company Immediate vesting

The fair value of the cash capital stock option was estimated to be $34. The Company recognized $10,693,000 dollars in share-based payment employee compensation cost for the year ended on December 31, 2018.

142

Lotes Co., Ltd. Parent Company Only Financial Statement

(18) Earnings per share

The calculation of basic earnings per share and diluted earnings per share of the Company is as follows:

Net profit attributable to the Company in the year
Weighted average shares outstanding (1,000 shares)
Dilutive potential ordinary shares
Compensation of employees
Basic earnings per share
Diluted earnings per share
2019
$
2,076,043
2018
1,608,567
103,231
278

93,478
322
103,509 93,800
$
20.11
17.21
$
20.06
17.15

(19) Revenue from contracts with customers

1. Disaggregation of revenue

Major regional markets:
Taiwan
Mainland China
Other countries
Main products/Line of service:
A product
B product
C product
D product
E product
F product
G product
H product
Others
2019
$ 669,848
7,236,980
2,061,506
2018

301,754

6,888,545

1,541,583

$
9,968,334



8,731,882

$ 1,065,053
1,055,851
769,079
672,272
617,061
601,600
561,158
505,160
4,121,100



502,654

909,105

821,475

196,613

809,674

514,133

611,168

392,266

3,974,794

$
9,968,334



8,731,882

2. Balance of Contract

Contract liabilities Dec. 31, 2019 Dec. 31, 2018

3,922
2018.1.1

1,089
$
14,998

The opening balances of Contract liabilities were recognized as income of $3,793,000 dollars and $1,057,000 dollars for the years of January 1, 2019 and 2018, respectively.

143

Lotes Co., Ltd. Parent Company Only Financial Statement

(20) Non-operating income and expense

1. Other income

The details of other income of the Company are as follows:

Interest income
Income from molding
Income from samples
Income from rentals
Income from compensation
Others
2019
$ 14,173
17,206
3,471
5,415
3,297
7,536




2018

5,626

34,360

1,348

5,791
5,019
52,144

$
51,098

2. Other income and loss

The details of other income and loss of the Company are as follows:

Foreign exchange gain (loss)
Loss from the disposal of investments
Net loss from financial assets (liabilities) measured at
FVTPL
Profit from the disposal of property, plant and
equipment
Others
Total
2019
$ (67,449)
-
(1,921)
17
(3,231)
2019
$ (67,449)
-
(1,921)
17
(3,231)
2018

8,528
(287)

-

-
(2,540)
$
(72,584)
5,701

3. Financial cost

The details of the financial cost of the Company are as follows:

[Interest expense ]

2019
$
592
2018
3,618

(21) Remuneration for employees and directors, supervisors

In accordance with the Company's Articles of Incorporation, no less than 3% of the Company's annual profits shall be appropriated to the Compensation of Employees and no more than 3% to the Compensation of Directors and Supervisors; however, if the Company has accumulated losses, it shall retain the amount of compensation in advance and appropriate the Compensation of Employees and Supervisors in proportion to the aforementioned. The former Compensation of employees to whom stock or cash is issued may include employees of a subordinate company who meet certain criteria.

The estimated amount of compensation of employees for the years ended December 31, 2019 and 2018 was $73,054,000 dollars and $56,000,000 dollars respectively, and the estimated amount of compensation to directors and supervisors was $4,480,000 dollars. The Company's Net profit before tax for the period is estimated by multiplying the amount of the

144

Lotes Co., Ltd. Parent Company Only Financial Statement

Company's Net profit before issing the compensation of employees and directors and supervisors by the proportion of the Company's compensation distribution to employees and directors and supervisors as provided in the Company's Articles of Incorporation, and is reported as operating costs or expenses for that period. If there is a difference between the actual distribution amount and the estimated amount for the following year, the change in accounting estimate is adjusted and the difference is recognized in profit or loss for the following year. In the event that the Board of Directors resolves to grant a compensation of employees by way of stock, the number of shares of stock-based compensation is calculated based on the closing price of the common stock on the day before the Board of Directors' resolution.

145

Lotes Co., Ltd. Parent Company Only Financial Statement

The actual allotment of compensation to employees, directors and supervisors for the year ended December 31, 2018 did not differ from the amount estimated in the Company's annual financial statements, and was paid in cash. The difference between the amount approved by the Board of Directors for the remuneration of employees, directors and supervisors in 2019 and the estimated amount in the individual financial statements in 2020 was $46,000 dollars.

(22) Financial instruments and fair value information

1. Credit risk

(1) Credit risk exposure

The carrying amount of a financial asset represents the maximum amount of credit risk. The maximum amount of credit risk exposure was $4,881,202,000 dollars and $3,931,685,000 dollars as of December 31, 2019 and 2018 respectively.

(2) Credit risk concentration risk

In order to reduce the credit risk of accounts receivable, the Company continually evaluates the financial position of its customers and adjusts the terms of transactions between them if necessary. As of December 31, 2019 and 2018, the Company had three and six different customers with accounts receivable balances exceeding 5% of total accounts receivable for a single customer respectively. The Company periodically evaluates the probability of recovery of accounts receivable and presents Provisions, and the total loss is always within management's expectations.

(3) Impairment loss

The Company uses a simplified method of estimating expected credit losses for all of its notes and accounts receivable, which is to measure expected credit losses over the life of the notes and accounts receivable, and for this purpose, the notes and accounts receivable are grouped by common credit risk characteristics that represent the ability of customers to pay all amounts due under contractual terms and are included in forward-looking information. The expected credit losses on the Company's notes and accounts receivable are analyzed as follows:

Not past due
1-30 days past due
31-60 days past due
61-120 days past due
121-180 days past due
181-270 days past due
Dec. 31, 2019 Expected
credit loss in
the duration
of provision
416
159
219
21
33
-
Book value of
Notes and
accounts
receivable
$ 3,815,591
86,241
12,098
344
190
-
Weighted
average
expected
credit loss rate

0.01%

0.18%

1.81%

6.10%

17.37%
43.85%

146

Lotes Co., Ltd. Parent Company Only Financial Statement

271-365 days past due
More than 365 days past due
16
81.25%
4,375
100.00%
$
3,918,855
13
4,375

5,236

147

Lotes Co., Ltd. Parent Company Only Financial Statement

Not past due
1-30 days past due
31-60 days past due
61-120 days past due
121-180 days past due
181-270 days past due
271-365 days past due
More than 365 days past due
Dec. 31, 2018 Expected
credit loss in
the duration
of provision
437
365
320
283
4
6
86
4,277
Book value of
Notes and
accounts
receivable
$ 3,356,304
166,204
14,602
2,463
20
12
97
4,277
Weighted
average
expected
credit loss rate

0.01%

0.22%

2.19%

11.49%

20.00%

50.00%

88.66%

100.00%

$
3,543,979

5,778

The changes in the provisions for the notes and accounts receivable of the Company are as follows: :

Opening balance
Recognized impairment loss
Reversal of impairment loss
Closing balance
2019

$
5,236
5,778

2. Liquidity risk

The contracts of financial liabilities are sorted by their maturity dates as follows. The

estimated interests are included, but the effect of net value agreement is excluded.

Dec. 31, 2019
Non-derivative financial liabilities:
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Other payables - related parties
Lease liabilities
Dec. 31, 2018
Non-derivative financial liabilities:
Short-term loan
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Other payables - related parties
Book Value

$ 18,934
14,499
2,264,397
245,547
5,838
59
Cash flow
from the
contract

18,934

14,499

2,264,397

245,547

5,838
60
Within
6 months

18,934

14,499

2,264,397

245,547

5,838
30
6-12 months

-

-

-

-

-
30
1-2years
-
-
-
-
-
-
2-5years
-
-
-
-
-
-
More than 5
years
-
-
-
-
-
-
$
2,549,274
2,549,275 2,549,245 30 - - -


$ 720,000
45,271
12,520
1,945,001
213,627
2,758


721,404

45,271

12,520

1,945,001

213,627
2,758


721,404

45,271

12,520

1,945,001

213,627
2,758

-

-

-

-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

$
2,939,177

2,940,581

2,940,581
- - - -

The Company does not anticipate that the cash flows analyzed at maturity date will alter significantly or that the actual amounts will vary significantly.

148

Lotes Co., Ltd. Parent Company Only Financial Statement

3. Market risk - exchange rate risk

(1) Exposure to exchange rate risk

The Company's financial assets and liabilities exposed to significant foreign currency exchange rate risk are as follows:


Financial assets
Currency
USD
RMB
HKD
EURO
INR
VND
Long-term equity investment accounted
for using the equity method
USD
EURO
Financial liabilities
Currency
USD
RMB
HKD
JPY
EURO
MOP
VND
Dec. 31, 2019 Dec. 31, 2019
TWD
4,310,086
325,809
23,078
80,284
2
22
7,992,737
3,711
2,336,285
160
7,402
49
1,531
3
17

Foreign
Currency
(Note)
$ 143,765
75,814
5,996
2,390
4
17,980
266,602
110
$ 77,928
37
1,923
178
46
1
14,361

Rate
29.9800
4.2975
3.8490
33.5900
0.4791
0.0012
29.9800
33.5900
29.9800
4.2975
3.8490
0.2760
33.5900
3.8490
0.0012
Financial assets
Currency
USD
RMB
HKD
JPY
Dec. 31, 2018 Dec. 31, 2018
TWD
3,528,433
194,144
4,686
36

Foreign
Currency
(Note)
$ 114,877
43,382
1,195
129

Rate
30.7150
4.4753
3.9210
0.2782

149

Lotes Co., Ltd. Parent Company Only Financial Statement

EURO 986 35.2000 34,710
Long-term equity investment accounted
for using the equity method
USD 236,360 30.7150 7,259,789
EURO 52 35.2000 1,847

150

Lotes Co., Ltd. Parent Company Only Financial Statement

Financial liabilities
Currency
USD
RMB
HKD
Dec. 31, 2018 Dec. 31, 2018
TWD
1,984,987
76
6,351

Foreign
Currency
(Note)
$ 64,626
17
1,620

Rate
30.7150
4.4753
3.9210

Because the Company has a wide range of functional currencies, it has adopted a consolidated approach to disclose exchange gain or loss on monetary items, with foreign currency exchange gains (realized and unrealized) of $67,449,000 dollars and $8,528,000 dollars for the years ended 2019 and 2018 respectively.

(4) Sensitivity analysis

The Company’s exchange rate risk primarily comes from foreign currency-denominated cash and cash equivalents, accounts receivable and other receivables, loans, accounts payable and other payables, resulting into gains and losses of conversion of foreign currency when exchanging. As of December 31, 2019 and 2018, if TWD had depreciated or appreciated by 1% relative to foreign currencies held by the Company and all other factors remained constant, net income would have increased or decreased by $19,151,000 dollars and $14,165,000 dollars respectively for 2019 and 2018. The same basis is used for both phases of analysis.

4. Market risk - changes in interest rates

The Company's interest rate risk arises primarily from variable rate bank deposits and short-term borrowings, and changes in interest rates will cause future cash flows to fluctuate as the effective interest rates on bank deposits and short-term borrowings change.

The following Sensitivity analysis was determined based on the interest rate risk of the financial instruments on the reporting date. For floating-rate liabilities, the analysis is based on the assumption that the amount of the liability outstanding at the reporting date is outstanding for the entire year. The rate of change used in the Company's internal reporting of interest rates to key management is a 1% increase or decrease in interest rates, which also represents management's assessment of the range of reasonably possible changes in interest rates.

The Company's financial assets with variable interest rates at December 31, 2019 and 2018 were $488,521,000 dollars and $359,383,000 dollars respectively, and its financial liabilities were $0 and $720,000,000 dollars respectively. If interest rates had increased or decreased by 1%, the Company's net income would have increased or decreased by

151

Lotes Co., Ltd. Parent Company Only Financial Statement

$3,908,000 dollars and decreased or increased by $2,885,000 dollars for 2018 and 2019, respectively, with all other variables held constant.

  1. Market risk - fair value

  2. (1) Fair value and carrying amount

The Company's management believes that the fair value of non-derivative short-term financial instruments shall be estimated using their book value on the balance sheet because of the near maturity of such instruments and their book value should be a reasonable basis for estimating fair value. This method is applied to cash and cash equivalents, notes receivable, accounts payable, other receivables and other payables, deposit margin and short-term borrowings.

152

Lotes Co., Ltd. Parent Company Only Financial Statement

In addition to the above financial instruments, the fair value and book value information of the remaining financial instruments and investment real estate of the company on the financial reporting date are as follows:

Not measured at fair value:
Non-financial assets:
Investment property
Dec. 31, 2019
Book
Value
Fair
value
$ 283,002
322,604
Dec. 31, 2018
Book
Value
Fair
value

283,960
322,604
Book
Value
$ 283,002
Book
Value

283,960
  • (3) The evaluation techniques used to determine fair value are as follows

The fair value of investment properties is based on independent evaluators with recognized professional qualifications and recent experience in the area and type of investment properties evaluated.

(3) Fair value hierarchy

The following table analyzes the fair value hierarchy of financial instruments and investment property by valuation. Each fair value hierarchy is defined as follows:

  • A. Level 1: Publicly quoted prices (unadjusted) in an active market for identical assets or liabilities.

  • B. Level 2: Input parameters for an asset or liability are observable either directly (i.e., prices) or indirectly (i.e., derived from prices), except for publicly quoted prices included in Level 1.

  • C. Level 3: Input parameters for an asset or liability are not based on observable market information (non-observable parameters).

Dec. 31, 2019
Not measured at fair value:
Investment property
Dec. 31, 2018
Not measured at fair value:
Investment property
Level 1
$
-
Level 2
-
Level 3
322,604
Total
322,604
Level 1
$
-
Level 2
-

Level 3
322,604

Total
322,604

(23) Financial Risk Management

  • 1.The Company is exposed to the following risks from the engagment of financial instruments:

(1)Credit risk

  • (2)Liquidity risk

153

Lotes Co., Ltd. Parent Company Only Financial Statement

(3)Market risk

This note presents the Company's risk information for each of these risks and the Company's objectives, policies and procedures for measuring and managing risk. For further quantitative disclosures, please refer to the respective notes to the parent company only financial statements.

2.Risk Management Structure

The Chairman has the sole responsibility for establishing and overseeing the Company's risk management structure and reports regularly to the Board on its operations.

154

Lotes Co., Ltd. Parent Company Only Financial Statement

The Company's risk management policy is designed to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor compliance with the risks and risk limits. The Company develops a disciplined and constructive control environment through training, management guidelines and operating procedures to enable all employees to understand their roles and responsibilities.

The Board of Directors of the Company oversees how management monitors compliance with the Company's risk management policies and procedures and reviews the appropriateness of the Company's risk management framework in relation to the risks it is exposed to. Internal auditors assist the Company's Board of Directors in its oversight role. These personnel conduct regular and exceptional reviews of risk management controls and procedures and report the results of these reviews to the Board of Directors.

3. Credit risk

Credit risk is the risk of financial loss arising from the failure of the Company's customers or counterparties to fulfill their contractual obligations, mainly from the Company's accounts receivable from customers and investments in securities.

(1) Accounts receivable and other receivables

The Company's credit risk exposures are primarily depended on each customer's individual circumstances. However, management also considers statistical information about the Company's customer base, including the risk of default in the customer's industry and country, as these factors may affect credit risk. Approximately 73% and 79% of the Company's revenue for 2018 and 2019, respectively, were derived from sales to customers in Mainland China, which resulted in a significant concentration of regional credit risk.

The Company has established a credit policy whereby the Company is required to analyze the credit rating of each new customer individually before granting standard payment and delivery terms. Credit sales limits are established on an individual customer basis and are reviewed periodically; customers who do not meet the Group's benchmark credit rating may only transact business with the Company on a pre-collection basis.

In monitoring customers' credit risk, customers are grouped according to their credit characteristics, including whether they are individuals or legal entities, age of accounts, maturity dates and pre-existing financial difficulties. The Company maintains a Provisions account to reflect estimates of losses on accounts receivable and other receivables.

(2) Use of funds

The Company's investments in equity securities are placed through a centralized trading market and therefore have no significant credit transaction risk.

155

Lotes Co., Ltd. Parent Company Only Financial Statement

The credit risk of bank deposits, fixed income investments and other financial instruments is measured and reported to the Chairman of the Board of Directors by the Company's finance department. Since the Company's counterparties are creditworthy banks and financial institutions with investment grade or above, there are no significant performance concerns and therefore no significant credit risk.

4. Liquidity risk

Liquidity risk is the risk that the Company will not be able to deliver cash or other financial assets to settle its financial liabilities and will not be able to meet its related obligations. The Company's approach to manage liquidity risk is to ensure that the Company has sufficient liquidity to meet its liabilities as they fall due under normal and stressful circumstances and that there is no risk of unacceptable loss or damage to the Company's reputation. In addition, the Company has entered into unused borrowing lines totaling $1,069,820,000 in 2019 to cover unanticipated payments.

156

Lotes Co., Ltd. Parent Company Only Financial Statement

5. Market risk

Market risk is the risk that changes in market prices, such as changes in exchange rates, interest rates, and prices of equity instruments, will affect the Company's revenue or the value of financial instruments held by the Company. The objective of market risk management is to manage the exposure to market risk to an acceptable level and to optimize investment returns.

The Company engages in derivative transactions in order to manage market risk. All transactions are executed in accordance with the guidelines of the Board of Directors.

(1)Exchange rate risk

The Company uses derivative transactions to hedge exchange rate risk due to its exposure to exchange rate risk arising from sales and purchase transactions that are not denominated in the Company's functional currency. Gains or losses on foreign currency assets and liabilities arising from changes in exchange rates are largely offset against natural hedges. Derivative transactions can help the Company reduce, but still not completely eliminate, the impact of changes in foreign currency exchange rates.

The Company periodically reviews individual foreign currency assets and liabilities for exposures and hedges against such exposures.

(2)Interest rate risk

The Company's interest rate risk arises primarily from variable rate bank deposits and short-term borrowings, and changes in interest rates will cause future cash flows to fluctuate as the effective interest rates on bank deposits and short-term borrowings change.

157

Lotes Co., Ltd. Parent Company Only Financial Statement

(24) Capital management

It is the Board's policy to maintain a sound capital base to maintain the confidence of investors, creditors and the market and to support the development of future operations. Capital consists of the Company's share capital, capital surplus and retained earnings. The Board of Directors controls the rate of return on capital and also controls the level of dividends on ordinary shares.

In order to maintain or adjust its capital structure, the Company may adjust dividends paid to shareholders, reduce capital to refund shareholders, issue new shares or sell assets to settle liabilities.

The Company controls its capital on a debt-to-capital ratio basis. The ratio is calculated by dividing net debt by total capital. Net debt is total liabilities less cash and cash equivalents as shown on the balance sheet. Total capital represents all components of equity (i.e., equity, capital surplus, retained earnings and other equity) plus net debt. The debt-to-capital ratio at the reporting date is as follows:


Total liabilities
Less: Cash and cash equivalents
Net liabilities
Total equity
Debt-to-capital ratio
Dec. 31, 2019
$ 3,015,595
(842,522)
Dec. 31, 2019
$ 3,015,595
(842,522)
Dec. 31, 2018
3,228,587
(359,731)
2,868,856
9,506,158
23.18%

$
2,173,073

$
11,815,326

15.53%

158

Lotes Co., Ltd. Parent Company Only Financial Statement

Name of related Party

Relationship to the Company

(25) Investment and fund raising activities for non-cash transactions

Please refer to Notes 6(6) and 6(10) for information on the Company's non-cash trading

investments and fundraising activities for Right-of-use assets acquired under leases during 2019.

The reconciliation of the Company's liabilities from fundraising activities for the years ended December 31, 2019 and 2018 was as follows:

Short-term loan
Lease liabilities
Total liabilities from
financing activites
Short-term loan
Total liabilities from
financing activites
2019.1.1
Cash flow
$ 720,000
(720,000)
-
(59)
Non-cash change
Other
Change in
exchange
rate
Change in
fair value
Dec. 31,
2019

-
-
-
-

118
-
-
59

$
720,000
(720,059)

118
-
-
59


107.1.1
Cash flow
$ 336,000
384,000
Non-cash change
Other
Change in
exchange
rate
Change in
fair value
Dec. 31,
2018

-
-
-
720,000


$
336,000
384,000


-
-
-
720,000

VII. Related party transactions

  • (1) Parent company and ultimate controller: The Company is the ultimate controller of the Company and the Company's subsidiaries.

  • (2) Names and relationships of related parties

The Company's subsidiaries and other related parties that had transactions with the Company during the period covered by these individual financial statements are as follows:

Name of Related Party Relationship with the Company

Lotes Investments Limited A subsidiary of the Company Good Hope Investments Limited A subsidiary of the Company Guansi Development Co., Ltd. A subsidiary of the Company Zhaxi Investment Co., Ltd. A subsidiary of the Company Jiayu Investment Co., Ltd. A subsidiary of the Company Lotes USA, Inc. A subsidiary of the Company LOTES EU GmbH A subsidiary of the Company Loteson International Investments A subsidiary of the Company Limited Lotes Guanghou Co., Ltd A subsidiary of the Company Lotes Hengnan Co., Ltd. A subsidiary of the Company Shenzhen Deyi Automation A subsidiary of the Company Technology Co., Ltd. Lotes Zhongshan Co., Ltd A subsidiary of the Company

159

Lotes Co., Ltd. Parent Company Only Financial Statement

Name of related Party Relationship to the Company Zhongshan Dezhi Metal Surface A subsidiary of the Company Treatment Co., Ltd. Hengnan Deyi Property Development A subsidiary of the Company Co., Ltd. Guangzhou Leside Technology Co., A subsidiary of the Company Ltd. Chongqing Fuxinrui Electronic A subsidiary of the Company Technology Co., Ltd. Xincheng Development Co., Ltd. A subsidiary of the Company REKA Technology Co., Ltd. A subsidiary of the Company Jae You Co., Ltd. A subsidiary of the Company Lotes Suzhou Co., Ltd A subsidiary of the Company Wangden Investments Limited (HK) A subsidiary of the Company Zongka Technology (Shenzhen) Co., A subsidiary of the Company Ltd. Ememe Robot Co., Ltd A subsidiary of the Company Compertum Microsystems Inc. A subsidiary of the Company Lintes Technology Co., Ltd A subsidiary of the Company Pure Fortune Limited (Note) A subsidiary of the Company Jilong Co., Ltd. A subsidiary of the Company Rihui Co., Ltd. A subsidiary of the Company Lintes Technology (Suzhou) Co., Ltd. A subsidiary of the Company Key management personnel Including the directors, supervisors, managers and their families and spouses

Note: Pure Fortune Limited was liquidated in Q2, 2019.

(III) Material transactions with the related parties

1. Operating revenue

The amounts of material sales from the Company to the related parties are as follows:

Subsidiaries 2019
$
27,085
2018
16,017

The terms of sale of the Company to a subsidiary of the Company are not significantly different from the normal sales price. Their collection periods are all three months. Receivables from related parties are not covered by collateral.

2. Purchase

The amounts of goods purchased by the Company from the related parties are as follows:

Xincheng Development Co., Ltd.
REKA Technology Co., Ltd.
2019
$ 1,268,540
6,889,368
2018
1,145,022
6,178,094

160

Lotes Co., Ltd. Parent Company Only Financial Statement

Name of related Party
Lintes Technology Co., Ltd.
Other subsidiaries
Relationship to the Company
13,798
1,994
-
654
$
8,171,706
7,325,764

The Company's purchasing prices offered by the above companies are not significantly different from those of the Company's purchasing prices offered by general merchants. Its payment term is three months, which is not significantly different from the average manufacturer.

161

Lotes Co., Ltd. Parent Company Only Financial Statement

3. Accounts receivable - related parties

The details of the accounts receivable - related parties are as follows:

Accounting Item Type of Related Party Dec. 31, 2019
$ 2,982
12,129
18
2,272
652
86,308
549
Dec. 31, 2018
2,982
7,388
-
2,401
61
-
178

Accounts receivable
Accounts receivable
Accounts receivable
Other accounts
receivable
Other accounts
receivable
Other accounts
receivable
Other accounts
receivable

Ememe Robot Co., Ltd
REKA Technology Co., Ltd.
Other subsidiaries
Ememe Robot Co., Ltd
REKA Technology Co., Ltd.
Lotes Guanghou Co., Ltd(Note)
Other subsidiaries
$
104,910
13,010

Note: Other receivables include the Company's loan of $85,950,000 dollars to Lotes Guanghou Co. Interest income was recognized as $1,444,000 dollars and $2,809,000 dollars for the years ended December 31, 2019 and 2018, respectively.

4. Accounts payable - related parties

The details of the accounts payable - related parties are as follows:

Accounting Item Type of Related Party Dec. 31, 2019
$ 211,482
2,045,852
7,063
2,756
3,017
65
Dec. 31, 2018
339,245
1,605,756
-
2,673
-
85

Accounts payable

Accounts payable
Accounts payable
Other payables

Other payables

Other payables

Xincheng Development Co.,
Ltd.
REKA Technology Co., Ltd.
Lintes Technology Co., Ltd.
REKA Technology Co., Ltd.
LOTES EU GmbH
Other subsidiaries
$
2,270,235
1,947,759

5.Sales of Property, plant and equipment

In February 2019, the Company sold testing equipment to its subsidiary, REKA Technology Co, Ltd. for a total sale price of $427,000 dollars and a disposal gain of $17,000 dollars.

6. Endorsement

The balance and details of the endorsement and guarantee provided by the Company to the related parties are as follows:

Lotes Guanghou Co., Ltd
Lintes Technology Co., Ltd.
Lotes Guanghou Co., LtdLotes Suzhou Co., Ltd
Lotes Suzhou Co., Ltd
REKA Technology Co., Ltd.
Dec. 31, 2019
$ 899,400
-
449,700
149,900
35,000
$
1,534,000


Dec. 31, 2018
921,450
100,000
460,725
153,575
35,000
1,670,750

162

Lotes Co., Ltd. Parent Company Only Financial Statement

7. Selling expenses

Subsidiaries
Mainly the sundry purchases.
8. Management expenses
Subsidiaries
Mainly the service fees.
9. R & D Expenses
Subsidiaries
Mainly the expense for developing molds.
10. Non-operating income
Subsidiaries
2019
$
185
2018

357
2018
14,658
2018
15
2018
857
2019
$ 28,280
2019
$
-
2019
$
2,606

Mainly the income from the rentals of offices leased and the interest income from the loans to subsidiaries.

11.Lease

The Company leases warehouses from major management personnel and enters into one-year lease contracts with a total value of $60,000,000 dollars with reference to the neighboring warehouse rental quotes (per year). For the year ended December 31, 2018, rent expense was $60,000 dollars and there was no outstanding balance at December 31, 2018. The lease transaction was evaluated in accordance with IFRS 16 on January 1, 2019. The lease option was extended for one year and right-of-use assets of $118,000 dollars and Lease liabilities of $118,000 dollars were recognized, interest expense of $1,000 dollars was recognized in 2018 and the balance of Lease liabilities as of December 31, 2019 was $59,000 dollars.

(4) Major management personnel transaction

Related compensation includes:

Short-term employee benefits

Post-employment benefits
Share-based payment
2019
$ 40,372
757
-
2018
33,969
759
1,190
$
41,129

35,918

163

Lotes Co., Ltd. Parent Company Only Financial Statement

VIII. Pledged assets

As of 2019 and December 31, 2018, property, plant and equipment to provide financial institutions of financing guarantee loan contracts have expired without a renewal, and they have receive a liquidation proof of the bank. However, the pledged note cancellation procedures have not yet been completed. The book value of the relevant land is $28,250 thousand, and the book value of the housing construction is $16,368 thousand and $16,300 thousand respectively.

IX. Significant contingent liabilities and unrecognized contractual commitments

(1) Significant unrecognized contractual commitments:

The amount of information system related contracts executed and outstanding as of December 31, 2019 was approximately $43,050,000 dollars.

  • (2) The issuance of guarantee notes for bank loans, financing lines and derivative financial commodity transactions:

[Guaranteed notes ]

Dec. 31, 2019 Dec. 31, 2018 $ 2,358,960 2,304,320

X. Significant Disaster Loss: None.

XI. Significant post-period events: None.

XII. Others

  • (1) Employee benefits, depreciation, depletion and amortization functions are summarized below:
below:
Function
Nature

2019
2018
Operation
cost
Operation
expense
Total Operation
cost
Operation
expense
Total
Employee benefit expense
Salaries expense
Labor insurance and
health insurance
expenses
Pension expense
Compensation of
directors
Other employee benefit
expenses
Depreciation expense
Amortization expense
8,427
758
312
-
1,073
867
-

217,661

10,176

7,090
3,734

9,120

3,235
1,048

226,088

10,934

7,402

3,734

10,193

4,102

1,048

13,005

852

333

-

1,066

604

-

197,394

10,829

6,962
3,952

8,296

3,119
539

210,399

11,681

7,295

3,952

9,362

3,723

539

Additional information on the number of employees and employee benefit costs for

164

Lotes Co., Ltd. Parent Company Only Financial Statement

2019 and 2018 is as follows:
Number of employees
Number of directors who were not employees of the
Company
Average employee benefit expenses
Average employee salary expenses
Adjustment of average employee salary expenses
2019
135
2019
135
2018

135

5

5

$
1,959

1,836

$
1,739



1,618

7.48%

165

Lotes Co., Ltd. Parent Company Only Financial Statement

XIII. Disclosing information

(1) Major Transaction Details

In accordance with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers, the Company should disclose the following information about significant transactions in 2019:

1. Capital Lending to Others :

Unit: 1,000 TWD 1,000 in foreign currency

No. Lender Borrower Item Related
Party

Max Amount
for the term
Balance at the
end
Actual
Lending
Amount
Interest
rate
Nature
of the
lending

Business
Amount
Purpose f or
the lending
Allowance
for bad debt
Collateral Collateral Individual
Limit
(Note)
Overall limit
(Note)

Name
Value
0
The Company Lotes
Guanghou
Co., Ltd

intracom
pany
transacti
on
Y 137,748
(RMB30,000)


128,925
(RMB30,000)


85,950

5%
2 -
Working
Capital
- None
-
2,363,065 4,726,130

Note: The amount of the Company's financing to a single party shall not exceed 20% of the Company's net worth.

The total amount of funds lent by the Company to others shall not exceed 40% of the Company's net

worth.

2. Endorsement :

Unit: 1,000 TWD /1,000 in foreign currency

==> picture [460 x 204] intentionally omitted <==

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

Endorsee
Name of the Relatio Ceiling on Balance of the Ending balance Amount Amount of Percentage of the Ceiling on Endorsement Endorsement
No. Company that endorsementprovides the Company Name (Note 1) nship for a enterprise endorsement amount of endorsement fee in the periodceiling endorsement feeof the actually used endorsement backed by assets of endorsement in the accumulated amount net value of current endorsement amount of (Note 2) made by parent company to subsidiary Endorsement made by subsidiary to made to any party in Mainland
(Note 2) financial statement parent company China
(%)
[0 ] The REKA 2 2,363,065 35,000 35,000 - - 0.30% 5,907,663 Y N N
Company Technology
Co., Ltd.
[0 ] " Lotes Suzhou 2 2,363,065 158,000 149,900 - - 1.27% 5,907,663 " " Y
Co., Ltd (USD5,000) (USD5,000)
[0 ] " Lotes 2 2,363,065 474,000 449,700 - - 3.81% 5,907,663 " " "
Guanghou Co., (USD15,000) (USD15,000)
Ltd and Lotes
Suzhou Co.,
Ltd
[0 ] " Lotes 2 2,363,065 948,000 899,400 - - 7.61% 5,907,663 " " "
Guanghou Co., (USD30,000) (USD30,000)
Ltd
[0 ] " Lintes 2 2,363,065 100,000 - - - 0.00% 5,907,663 " " N
Technology
Co., Ltd.
[1 ] Lotes GuREKA 1 905,665 94,800 89,940 - - 1.99% 2,264,164 N " "
Technology (USD3,000) (USD3,000)
Co., Ltd.
[2 ] LintesLintes 2 744,681 252,800 179,880 - - 12.08% 1,489,363 " " Y
Technology Technology (USD8,000) (USD6,000)
Co., Ltd. (Suzhou) Co.,
Ltd.
----- End of picture text -----

Note 1: There are seven types of relationship between the Endorser and Endorsee, which can be marked:

  • (1) Companies with business dealings.

  • (2) Companies in which the company directly and indirectly holds more than 50% of the voting

rights.

  • (3) Companies that hold more than 50% of the voting rights in the company, both directly and indirectly.

  • (4) The Company owns, directly and indirectly, more than 90 percent of the voting shares.

  • (5) Company that is mutually insured under a contract between its peers or co-manufacturers based

166

Lotes Co., Ltd. Parent Company Only Financial Statement

on the need to perform the work.

  • (6) Company in which all of the contributory shareholders have given their endorsement in

proportion to their shareholding in the joint venture.

  • (7) Intercompany performance guarantees and guarantees for pre-sale contracts in accordance with

the Consumer Protection Act.

  • Note 2: (1) The amount of the Company's guarantee for a single corporate endorsement shall not exceed

  • 20% of the net worth of the Company

The aggregate amount of the Company's guarantees under external endorsement shall not exceed 50% of the net worth of the Company.

167

Lotes Co., Ltd. Parent Company Only Financial Statement

  • (2) The amount of Lotes Guanghou Co., Ltd's guarantee for a single corporate endorsement is limited

to not more than 20% of the net worth of the company.

The aggregate amount of Lotes Guanghou Co., Ltd's external endorsement guarantees is limited to an amount not exceeding 50% of the Company's net worth.

  • (3)The amount of Lintes Technology Co., Ltd.'s guarantee for a single corporate endorsement is limited to not more than 50% of the net worth of the company.

The aggregate amount of Lintes Technology Co., Ltd.'s external endorsement guarantees is limited to an amount not exceeding 100% of the Company's net worth.

  1. Securities Held at the End of Fiscal Period ( excluding the equity of controlled by subsidiaries, affiliated companies, or joint company ):

Unit: 1,000 TWD

Company which
holds securities
Category and name of
security
Relationship with the
issuer of the security
Listed as End of the fiscal period End of the fiscal period End of the fiscal period End of the fiscal period Note
Shares Book Value Shareholding
**proportion **
Fair value
"


"

"

"

"

"
Grand-Tek
Technology Co., Ltd.
APAQ Technology
Co., Ltd.
OtO Photonics Inc.
Lucemitek Co., Ltd
Radinet
Communications Inc.
Kuang Ying
Computer Equipment
Co., Ltd.
AICP Technology
Corporation

None

"
"
"

"

"

"
Financial assets
measured at
FVTPL - current
"
"
"
"
Financial assets
measured at
FVTOCI -current
"
163,980
345,000
1,368,800
1,169,977
600,000
1,500,000
400,000

7,166

13,765

-

-

-

4,507

1,931

0.67 %

0.41 %
5.35 %
17.33 %
18.37 %

5.73 %

5.33 %
7,166
13,765
-

-

-

4,507
1,931


Note
Note
Note

Note: All of them were recognized in losses.

  • 4.The cumulative purchase or sale of the same securities amounted to at least NT$300 million or 20% of the paid-in capital: None.

  • 5.Acquisition of real property amounting to NT$300 million or 20% or more of the paid-in capital:

==> picture [446 x 104] intentionally omitted <==

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

Unit: 1,000 TWD
If the counterparty is a related party, the
information of its previous transfer shall be
provided
The company Amount of Payment Counterpart Relations Owner Relationship Date of Reference Purpose of Other
which acquired Name of Date of Transaction condition y of hip with the transfer Amount for pricing the agreed
the property Asset occurence (Note 2) (Note 2) transaction Issuer acquisition matters
andthe
condition
of use
Lotes Zhongshan Plant (Note Oct. 2017 ~ 782,965 622,147 Chongqing None - - - - Bidding For the None
Co., Ltd. 1) Dec. 2019 Chuangyou constructio
Construction n of a plant
Group, etc
----- End of picture text -----

Note 1: Build the factory by own contracting committee.

Note 2: The conversions were made at the exchange rates prevailing on the balance sheet date.

  • 6.Disposal of real property amounting to NT$300 million or 20% or more of paid-in

  • capital: None.

168

Lotes Co., Ltd. Parent Company Only Financial Statement

The amount of sales to or from related parties is at least $100 million or 20% of the paid-in capital:

Unit:1,000TWD Unit:1,000TWD Unit:1,000TWD Unit:1,000TWD Unit:1,000TWD Unit:1,000TWD Unit:1,000TWD Unit:1,000TWD Unit:1,000TWD
The company which
purchases (sells)
products
Name of
Transaction
Counterparty
Relationship Condition of Transaction Situation and reason for
the conditions of
transaction to be different
from the ordinary ones
Notes and accounts
receivable (payable)


Remarks

Purchase
(sales)
Amount Percentage
in total
goods
purchased
(sold)
Credit
period
Unit Price
Credit period
Balance Percentage in
the notes and
accounts
receivable
(payable)
Xincheng
Development Co.,
Ltd.
"

REKA Technology
Co., Ltd.
"

"

"

"

"
Lotes Guanghou Co.,
Ltd
"

Lintes Technology
(Suzhou) Co., Ltd.
Lotes Hengnan Co.,
Ltd.
The
Company
Lotes Suzhou
Co., Ltd
The
Company
Lotes
Guanghou
Co., Ltd
Shenzhen
Deyi
Automation
Technology
Co., Ltd.
Zongka
Technology
(Shenzhen)
Co., Ltd.
Lotes
Hengnan Co.,
Ltd.
"

REKA
Technology
Co., Ltd.
Lotes
Hengnan Co.,
Ltd.
Lintes
Technology
Co., Ltd.
Zongka
Technology
(Shenzhen)
Co.,Ltd.
Subsidiary

The
surrogate
parent
company
are the
same parent
company
Subsidiary
The
surrogate
parent
company
are the
same parent
company
"

"


"

"

"


"

Subsidiary

The surrogat
Net revenue
from the
goods sold

Net expense
from the
goods
purchased
Net revenue
from the
goods sold

Net expense
from the
goods
purchased
Net revenue
from the
goods sold
Net revenue
from the
goods sold
Net expense
from the
goods
purchased
Net revenue
from the
goods sold
Net expense
from the
goods
purchased
Net expense
from the
goods
purchased
Net revenue
from the
goods sold
Net revenue
from the
goods sold


1,268,540


1,329,762


6,889,368


8,600,315


186,915


484,499


412,163


188,008


2,021,115


306,804


1,898,007


101,724

95.40 %
100.00 %

74.57 %

95.06 %

2.02 %

5.24 %

4.56 %

2.03 %

30.37 %

4.61 %

97.34 %

18.26 %
settled by
month at
intervals of
90 days
"
"
"
"
"
"
"
"
"
"
"
-

-
-
-
-
-
-
-
-
-
-
-
No significant
difference
"
"
"

"
"
"
"
"
"
"
"
211,482
(235,988)
2,045,852
(1,529,888)
57,618
279,910
(69,406)
62,237
(383,871)
(23,620)
297,411
37,700

89.14%

100.00%

59.16%

(47.64)%

1.67%

8.09%

(1.94)%

2.01%

(32.23)%

(1.98)%

92.90%

23.15%
  • 8.Amounts due from related parties amounting to at least NT$100 million or 20% of

paid-in capital:

Unit:1,000TWD Unit:1,000TWD Unit:1,000TWD Unit:1,000TWD
Related party with accounts
receivable by the Company
Name of
transaction
counterparty

Relationship
Balance of
receivalbes
from the
related party
Turnover
Ratio
Past due receivables from the
related party
Receivables from
the related party
Amount received
after the period
ended


Appropriated
Allowance

Amount of
loss
Amount Solution
Xincheng Development Co.,
Ltd.
REKA Technology Co., Ltd.
The Company
"
Subsidiary
"
211,482
2,045,852

4.61

3.77

-

-
120,019
1,214,382

-

-

169

Lotes Co., Ltd. Parent Company Only Financial Statement

"

"

Lotes Suzhou Co., Ltd
Good Hope Investments
Limited
Lotes Guanghou Co., Ltd
Lintes Technology (Suzhou)
Co., Ltd.
Lotes
Guanghou
Co., Ltd
Zongka
Technology
(Shenzhen)
Co., Ltd.
Xincheng
Development
Co., Ltd.
REKA
Technology
Co., Ltd.
"

Lintes
Technology
Co.,Ltd.
The surrogate
parent
company are
the same
parent
company
"
"
Parent
company
The surrogate
parent
company are
the same
parent
company
Subsidiary
383,871
279,910
235,988
927,013
1,529,888
297,411

5.51

2.10

4.46

-

7.29

7.09

-

-

-
-

-

-
374,967
90,369
235,986
-
1,318,337
264,469

-

-

-
-

-

-

170

Lotes Co., Ltd. Parent Company Only Financial Statement

9. Engagment in derivative transactions:

Engagment in derivative transactions: Engagment in derivative transactions: Engagment in derivative transactions: Engagment in derivative transactions: Engagment in derivative transactions: Engagment in derivative transactions: Engagment in derivative transactions:
Unit: 1,000 TWD /1,000 in foreign currency
Company
conducting
transaction
Investment target Transaction
date
Maturity date
Contract
period
Contract Price Profit or loss
from investment
The Company
"
"
"
"
Swap contract of metal
products
Swap contract of metal
products
Swap contract of metal
products
Forward exchange
Forward exchange
Aug. 30, 2019
Aug. 30, 2019
Aug. 30, 2019
Nov. 21, 2019
Nov. 21, 2019
Oct. 1, 2019
Oct. 31, 2019
Nov. 29, 2019
Dec. 23, 2019
Dec. 31, 2019
32

62

91

32

40
USD
468
USD
470
USD
471
USD
1,100
USD
900

(876)

(537)

(1,041)

248

285

(2) Information on Reinvestment Business:

Information on the Company's investees in 2019 was as follows (excluding investees in

China):

China): China): China): China):
Unit:1,000TWD
Name of
the
company
investing
Name of
investee
company
Location Main
business
Initial investment
amount (Note 1)
Shares held at the end of the
fiscal period
Gain/loss of
investee company
in the fiscal
period

Gain/loss in the
investment
recognized in the
fiscal period
Remarks
End of this
period
End of the
previous year

Shares
Percentage Book Value
The Company
"
"
"
"
The Company
"
Lotes
Investment Ltd.
Good Hope
Investments
Limited
"
Guansi
Development
Co., Ltd.
Zhaxi
Investment
Co., Ltd.
Jiayu
Investment
Co., Ltd.
Lotes
Investment Ltd.
Good Hope
Investments
Limited
Guansi
Development
Co., Ltd.
Zhaxi Investment
Co., Ltd.
Jiayu Investment
Co., Ltd.
Lotes USA, Inc.
LOTES EU
GmbH

Loteson
International
Investments
Limited
Xincheng
Development
Co., Ltd.
REKA
Technology Co.,
Ltd.
Jae You Co., Ltd.
Wangden
Investments
Limited (HK)
Ememe Robot
Co., Ltd
Samoa
"
"
Anguilla, British
West
4F, No. 15, Wuxun
St., Anle Dist.,
Keelung City
888 SW 5TH AVE
800 PORTLAND
OR 97204
Ulmenstrabe 23-
25 ,60325
Frankfurt am
Main,
Hong Kong
Samoa
Unit 51 51F Tower
1 Silvercord
Canton RD
Tsimshatsui
Hong Kong
Hong Kong
New Taipei City
Holding and
investment
businesses
"
"
"
General
investment
Market
development
Market
development
Holding and
investment
businesses
Telecommunic
ation services
and sales of
connectors for
consumer
electronics
industry
Telecommunic
ation services
and sales of
connectors for
consumer
electronics
industry
Holding and
investment
businesses
Holding and
investment
businesses
Electric
Appliance and
Audiovisual
Electric
Products
Manufacturing
780,979
12,030
600,092
14,990
690,000
74,950
3,359
780,979
2,998
3,036
600,102
14,990
69,600

800,126

12,325

614,805

15,358

690,000

76,788

3,520

800,126

3,072

3,111

614,815

15,358

69,600

26,050,000

401,281

20,016,426

500,000

69,000,000

2,500,000

100,000

26,050,000

100,000

101,281

20,016,756

500,000

6,960,000
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
94.37%
4,392,104
1,537,963
1,902,509
111,720
876,828
48,441
3,711
4,528,344
1,737
609,188
1,919,200
111,720
(5,085)

805,171

35,733

227,196

13,707

103,213

(7,389)

2,008

805,171

(38)

35,771

227,196

13,707

653

783,455

35,733

220,478

13,707

103,334

(7,389)

2,008

805,171

(38)

35,771

227,196

13,707

616
Note 2

Note 2









171

Lotes Co., Ltd. Parent Company Only Financial Statement

"
"
Lintes
Technology
Co., Ltd.
"
Jilong Co., Ltd.
Compertum
Microsystems
Inc.
Lintes
Technology Co.,
Ltd.
Pure Fortune
Limited
Jilong Co., Ltd.
Rihui Co., Ltd.
New Taipei City
New Taipei City
Samoa
Samoa
Samoa
Electronic
Parts and
Components
Manufacturing
Electronic
Parts,
Components,
Electrical
Machinery,
Supplies
Manufacturing
Sales of
connectors for
telecommunica
tion industry
and for
consumer
electronics
industry
Holding and
investment
businesses
Holding and
investment
businesses
13,164
486,926
-
148,401
148,401

-

487,426
3,809

152,039

152,039
1,316,400

29,712,788

-


4,950,000

4,950,000
46.74%
52.13%
-%
100.00%
100.00%
12,935
778,420
-
169,589
169,589

(489)

156,114
-

51,537

51,537

(229)

94,931
-

39,325

39,325

Note 2
Note 2
Note 2

Note 1: The original investment amount was converted into New Taiwan dollars using the exchange rate at the balance sheet date.

172

Lotes Co., Ltd. Parent Company Only Financial Statement

Note 2: Investment income recognized in the current period includes adjustments for unrealized gains or losses on intercompany transactions.

  • (3)Investment in Chiese Company:

  • Names of investee companies in Mainland China, major business activities, and

  • other related information:

Unit:1,000TWD
Amount remitted or
retrieved
Accumulated
investment
amount remitted
from Taiwan at
the end of the
fiscal period
Gain/loss of
investee
company in the
fiscal period
Shareholdin
g Rati
Gain/loss in
investment
recognized
in the fiscal
period
Carrying
amount of
investment at
the end of the
fiscal period
~~Investment~~
income
remitted back
to Taiwan by
the end of the
fiscal period
Remittance
Retrieved
(Note 3)
(Note 2)

-
-
764,490
805,171
100.00%
783,454
4,392,083
-

-
-
599,277
227,196
100.00%
220,478
1,902,452
-

-
-
14,990
13,707
100.00%
13,707
111,720
-
-
-
-
61,701
100.00%
54,337
503,491
-

-
-
148,401
79,014
52.13%
34,822
107,047
-
-
-
-
23,766
100.00%
23,766
76,572
-
-
-
-
(25,563)
100.00%
(25,563)
1,006,897
-
-
-
-
-
100.00%
-
15,041
-
-
-
-
(5)
100.00%
(5)
98,838
-
-
-
-
(1,743)
100.00%
(1,743)
1,338
-
-
-
-
(1,085)
51.00%
(553)
785
-
Unit:1,000TWD
Amount remitted or
retrieved
Accumulated
investment
amount remitted
from Taiwan at
the end of the
fiscal period
Gain/loss of
investee
company in the
fiscal period
Shareholdin
g Rati
Gain/loss in
investment
recognized
in the fiscal
period
Carrying
amount of
investment at
the end of the
fiscal period
~~Investment~~
income
remitted back
to Taiwan by
the end of the
fiscal period
Remittance
Retrieved
(Note 3)
(Note 2)

-
-
764,490
805,171
100.00%
783,454
4,392,083
-

-
-
599,277
227,196
100.00%
220,478
1,902,452
-

-
-
14,990
13,707
100.00%
13,707
111,720
-
-
-
-
61,701
100.00%
54,337
503,491
-

-
-
148,401
79,014
52.13%
34,822
107,047
-
-
-
-
23,766
100.00%
23,766
76,572
-
-
-
-
(25,563)
100.00%
(25,563)
1,006,897
-
-
-
-
-
100.00%
-
15,041
-
-
-
-
(5)
100.00%
(5)
98,838
-
-
-
-
(1,743)
100.00%
(1,743)
1,338
-
-
-
-
(1,085)
51.00%
(553)
785
-
Unit:1,000TWD
Amount remitted or
retrieved
Accumulated
investment
amount remitted
from Taiwan at
the end of the
fiscal period
Gain/loss of
investee
company in the
fiscal period
Shareholdin
g Rati
Gain/loss in
investment
recognized
in the fiscal
period
Carrying
amount of
investment at
the end of the
fiscal period
~~Investment~~
income
remitted back
to Taiwan by
the end of the
fiscal period
Remittance
Retrieved
(Note 3)
(Note 2)

-
-
764,490
805,171
100.00%
783,454
4,392,083
-

-
-
599,277
227,196
100.00%
220,478
1,902,452
-

-
-
14,990
13,707
100.00%
13,707
111,720
-
-
-
-
61,701
100.00%
54,337
503,491
-

-
-
148,401
79,014
52.13%
34,822
107,047
-
-
-
-
23,766
100.00%
23,766
76,572
-
-
-
-
(25,563)
100.00%
(25,563)
1,006,897
-
-
-
-
-
100.00%
-
15,041
-
-
-
-
(5)
100.00%
(5)
98,838
-
-
-
-
(1,743)
100.00%
(1,743)
1,338
-
-
-
-
(1,085)
51.00%
(553)
785
-
Unit:1,000TWD
Amount remitted or
retrieved
Accumulated
investment
amount remitted
from Taiwan at
the end of the
fiscal period
Gain/loss of
investee
company in the
fiscal period
Shareholdin
g Rati
Gain/loss in
investment
recognized
in the fiscal
period
Carrying
amount of
investment at
the end of the
fiscal period
~~Investment~~
income
remitted back
to Taiwan by
the end of the
fiscal period
Remittance
Retrieved
(Note 3)
(Note 2)

-
-
764,490
805,171
100.00%
783,454
4,392,083
-

-
-
599,277
227,196
100.00%
220,478
1,902,452
-

-
-
14,990
13,707
100.00%
13,707
111,720
-
-
-
-
61,701
100.00%
54,337
503,491
-

-
-
148,401
79,014
52.13%
34,822
107,047
-
-
-
-
23,766
100.00%
23,766
76,572
-
-
-
-
(25,563)
100.00%
(25,563)
1,006,897
-
-
-
-
-
100.00%
-
15,041
-
-
-
-
(5)
100.00%
(5)
98,838
-
-
-
-
(1,743)
100.00%
(1,743)
1,338
-
-
-
-
(1,085)
51.00%
(553)
785
-
Unit:1,000TWD
Amount remitted or
retrieved
Accumulated
investment
amount remitted
from Taiwan at
the end of the
fiscal period
Gain/loss of
investee
company in the
fiscal period
Shareholdin
g Rati
Gain/loss in
investment
recognized
in the fiscal
period
Carrying
amount of
investment at
the end of the
fiscal period
~~Investment~~
income
remitted back
to Taiwan by
the end of the
fiscal period
Remittance
Retrieved
(Note 3)
(Note 2)

-
-
764,490
805,171
100.00%
783,454
4,392,083
-

-
-
599,277
227,196
100.00%
220,478
1,902,452
-

-
-
14,990
13,707
100.00%
13,707
111,720
-
-
-
-
61,701
100.00%
54,337
503,491
-

-
-
148,401
79,014
52.13%
34,822
107,047
-
-
-
-
23,766
100.00%
23,766
76,572
-
-
-
-
(25,563)
100.00%
(25,563)
1,006,897
-
-
-
-
-
100.00%
-
15,041
-
-
-
-
(5)
100.00%
(5)
98,838
-
-
-
-
(1,743)
100.00%
(1,743)
1,338
-
-
-
-
(1,085)
51.00%
(553)
785
-
Unit:1,000TWD
Amount remitted or
retrieved
Accumulated
investment
amount remitted
from Taiwan at
the end of the
fiscal period
Gain/loss of
investee
company in the
fiscal period
Shareholdin
g Rati
Gain/loss in
investment
recognized
in the fiscal
period
Carrying
amount of
investment at
the end of the
fiscal period
~~Investment~~
income
remitted back
to Taiwan by
the end of the
fiscal period
Remittance
Retrieved
(Note 3)
(Note 2)

-
-
764,490
805,171
100.00%
783,454
4,392,083
-

-
-
599,277
227,196
100.00%
220,478
1,902,452
-

-
-
14,990
13,707
100.00%
13,707
111,720
-
-
-
-
61,701
100.00%
54,337
503,491
-

-
-
148,401
79,014
52.13%
34,822
107,047
-
-
-
-
23,766
100.00%
23,766
76,572
-
-
-
-
(25,563)
100.00%
(25,563)
1,006,897
-
-
-
-
-
100.00%
-
15,041
-
-
-
-
(5)
100.00%
(5)
98,838
-
-
-
-
(1,743)
100.00%
(1,743)
1,338
-
-
-
-
(1,085)
51.00%
(553)
785
-
Unit:1,000TWD
Amount remitted or
retrieved
Accumulated
investment
amount remitted
from Taiwan at
the end of the
fiscal period
Gain/loss of
investee
company in the
fiscal period
Shareholdin
g Rati
Gain/loss in
investment
recognized
in the fiscal
period
Carrying
amount of
investment at
the end of the
fiscal period
~~Investment~~
income
remitted back
to Taiwan by
the end of the
fiscal period
Remittance
Retrieved
(Note 3)
(Note 2)

-
-
764,490
805,171
100.00%
783,454
4,392,083
-

-
-
599,277
227,196
100.00%
220,478
1,902,452
-

-
-
14,990
13,707
100.00%
13,707
111,720
-
-
-
-
61,701
100.00%
54,337
503,491
-

-
-
148,401
79,014
52.13%
34,822
107,047
-
-
-
-
23,766
100.00%
23,766
76,572
-
-
-
-
(25,563)
100.00%
(25,563)
1,006,897
-
-
-
-
-
100.00%
-
15,041
-
-
-
-
(5)
100.00%
(5)
98,838
-
-
-
-
(1,743)
100.00%
(1,743)
1,338
-
-
-
-
(1,085)
51.00%
(553)
785
-
Unit:1,000TWD
Amount remitted or
retrieved
Accumulated
investment
amount remitted
from Taiwan at
the end of the
fiscal period
Gain/loss of
investee
company in the
fiscal period
Shareholdin
g Rati
Gain/loss in
investment
recognized
in the fiscal
period
Carrying
amount of
investment at
the end of the
fiscal period
~~Investment~~
income
remitted back
to Taiwan by
the end of the
fiscal period
Remittance
Retrieved
(Note 3)
(Note 2)

-
-
764,490
805,171
100.00%
783,454
4,392,083
-

-
-
599,277
227,196
100.00%
220,478
1,902,452
-

-
-
14,990
13,707
100.00%
13,707
111,720
-
-
-
-
61,701
100.00%
54,337
503,491
-

-
-
148,401
79,014
52.13%
34,822
107,047
-
-
-
-
23,766
100.00%
23,766
76,572
-
-
-
-
(25,563)
100.00%
(25,563)
1,006,897
-
-
-
-
-
100.00%
-
15,041
-
-
-
-
(5)
100.00%
(5)
98,838
-
-
-
-
(1,743)
100.00%
(1,743)
1,338
-
-
-
-
(1,085)
51.00%
(553)
785
-
Name of investee
company in
Mainland China
Main business Paid-in
capital
(Note 3)
Method
of
investme
nt
(Note 1)
Accumulated
investment
amount remitted
from Taiwan at
the beginning of
the fiscal period
(Note 3)
Amount remitted or
retrieved
Accumulated
investment
amount remitted
from Taiwan at
the end of the
fiscal period
(Note 3)
Gain/loss of
investee
company in the
fiscal period

Shareholdin
g Rati
Gain/loss in
investment
recognized
in the fiscal
period
(Note 2)
Carrying
amount of
investment at
the end of the
fiscal period
~~Investment~~
income
remitted back
to Taiwan by
the end of the
fiscal period
Remittance Retrieved
Lotes Guanghou
Co., Ltd
Lotes Suzhou Co.,
Ltd
Zongka Technology
(Shenzhen) Co., Ltd.
Lotes Hengnan Co.,
Ltd.
Lintes Technology
(Suzhou) Co., Ltd.
Shenzhen Deyi
Automation
Technology Co.,
Ltd.
Lotes Zhongshan
Co., Ltd
Zhongshan Dezhi
Metal Surface
Treatment Co., Ltd.
Hengnan Deyi
Property
Development Co.,
Ltd.
Guangzhou Leside
Technology Co.,
Ltd.
Chongqing Fuxinrui
Electronic
Technology Co.,
Ltd.
Manufacturing connectors
for telecommunication
industry and for consumer
electronics industry
Manufacturing connectors
for telecommunication
industry and for consumer
electronics industry

R&D of electronics, import
and export of raw materials
of plastic products and
plastic products
Manufacturing connectors
for telecommunication
industry and for consumer
electronics industry
Development and
production of the
measurement instruments
for optical communication,
optical transceivers of
10GB/s or above and
relevant technical support
Manufacturing of robotic
arms, automation
equipment and relevant
components
Manufacturing connectors
for telecommunication
industry and for consumer
electronics industry, and
Manufacturing of robotic
arms, automation
equipment and relevant
components
Surface treatment of metal
products and plastic
products
Development of real estate,
lease of premises,
landscape design and
interior decorating
Research, testing and
development
R&D and sales of
electronic components,
automobile components
and accessories, computers
and accessories,
development of molds and
the import and export of
goods and technologies
800,466
599,277
14,990
371,734
148,401
107,438
1,031,400
15,041
98,843
3,008
2,579

(2)

(2)

(2)

(3)

(2)

(3)

(3)

(3)

(3)

(3)

(3)
764,490
599,277
14,990
-
148,401
-
-
-
-
-
-

-

-

-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
764,490
599,277
14,990
-
148,401
-
-
-
-
-
-

805,171

227,196

13,707
61,701

79,014
23,766
(25,563)
-
(5)
(1,743)
(1,085)
100.00%
100.00%
100.00%
100.00%
52.13%
100.00%
100.00%
100.00%
100.00%
100.00%
51.00%
783,454
220,478
13,707
54,337
34,822
23,766
(25,563)
-
(5)
(1,743)
(553)
4,392,083
1,902,452
111,720
503,491
107,047
76,572
1,006,897
15,041
98,838
1,338
785

-

-

-

-

-

-

-

-

-

-

-

Note 1: There are six types of investments:

  • (1) Investment in Chinese Corporation via Third Region Remittance.

  • (2) Establishment of a company to reinvest in a continental company through a third regional investment.

  • (3) Reinvest in Chinese companies by re-investing in existing companies in third regions.

  • (4) Direct Investment

  • (5) Others.

  • (6) NA.

Note 2: The investment gain or loss recognized in the current period has been reconciled with the unrealized gain or loss from intercompany transactions.

Note 3: The balance sheet date exchange rates are used to translate the paid-in capital and remittance of cumulative investment amounts into New Taiwan dollars.

  1. Investment ceiling in Mainland China :

173

Lotes Co., Ltd. Parent Company Only Financial Statement

Accumulated amount remitted from
Taiwan at the end of the fiscal period
for investment in Mainland China (Note 1)

Investment amount approved
by Investment Commission,
MoEA (Note 1)
Investment ceiling in Mainland
China according to the
regulations made by Investment
Commission, MoEA
1,378,757,000 1,524,374,000 7,089,196 ,000

Note 1: The conversions to NTD were made at the exchange rates prevailing on the balance sheet date. Note 2: Accumulative investment made by the Company, excluding Lintes Technology Co., Ltd.at the End of this period is $148,041,000 dollars and the amount approved by MOEA Investment Commission is 148,401,000 dollars.

174

  1. Significant transactions with the investee companies in China:

Please refer to the "Significant Transactions" and "Business relationship and significant transactions between the Company and its subsidiaries" for details of the significant transactions between the Company and its investee companies in Mainland China, directly or indirectly, in 2019.

XIV. Segment Information

Please refer to the consolidated financial statements for the 2019.

175

5. 2019 Consolidated Financial Statement and Independent Auditor’s Report

Independent Auditor’s Report

To the Board of Directors, Lotes Co., Ltd.:

Audit opinion

We have audited the Consolidated Balance Sheet of Lotes Co., Ltd. and its subsidiaries (hereinafter referred to as Lotes Group) as of December 31, 2019 and 2018, the Consolidated Statement of Comprehensive Income as of January 1 to December 31, 2019 and 2018 as well as the Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows and the Notes to the Consolidated Financial Statements (including important accounting policies summary).

In our opinions, the compilation of the above consolidated financial statements present fairly, in all material respects, of the financial status of December 31, 2019 and 2018 in Lotes Group and the financial performance and consolidated cash flow of January 1 to December 31, 2019 and 2018 prepared in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis of the audit opinion

The audit of the consolidated financial statements for the year ended on December 31, 2019 was conducted by us in accordance with "Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants", "CHIN-KUAN-CHENG-SHEN-TZU No. 1090360805 Letter" and Generally Accepted Auditing Standards (GAAS); the audit of the consolidated financial statements for the year ended on December 31, 2018 was conducted by us in accordance with "Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants" and Generally Accepted Auditing Standards (GAAS). Our responsibilities under these standards will be further explained in the responsibility paragraph of the accountant’s audit on the consolidated financial statements. The personnel regulated by independence at the accounting firm that we work with have been managed according to the code of professional ethics to maintain independence from Lotes Group as well as perform other responsibilities addressed on the regulation. Based on the audit results of us, we believe we have obtained sufficient and appropriate auditing evidence as the basis to express our audit opinions.

Key audit matters

Key audit matters refer to the most important matters on the audits to Lotes Group’s consolidated financial statements for the year ended on December 31, 2019 based on our professional judgment. The matters have been responded on the whole audited consolidated financial statements and during the process of the expression of the audit opinions. There, we won’t express opinions separately towards the matters. Based on the judgment of the accountants, the following key audit matters that should be communicated on the audit report are as follows: I. Recognition of income

Please refer to Note IV (XV) to the consolidated financial statements for the accounting policy in terms of income recognition. Please refer to Note V (II) to the consolidated financial statements for the refund liability in terms of accounting estimates and assumed uncertainties. Please refer to Note VI (XIV) to the consolidated financial statements for the description of refund liability.

176

Description of the key audit matters:

The operating income is the most critical factor when determining the operational performance of Lotes Group. Users of the statements are cautiously concerned about the performance of the operating income. In response to the market conditions and business needs, discounts were provided for parts of the sales of goods agreed with the customers. Based on experiences and agreements with the customers, the management would estimate the refund liability and include it as a deduction of operating income. Thus, the income recognition evaluation is one of the fundamental evaluation items for accountants in the execution of financial report audit for Lotes Group.

Corresponding audit procedure:

The primary audit procedure conducted by the accountants for the aforementioned key audit matters included the understanding and evaluation of the relevant control procedures and methods in the estimation of refund liabilities in terms of the sales procedure and the effectiveness of the design and execution of the control procedure. Regarding the sampling testing for sales close to the balance sheet date, external certification documents were reviewed to assess the adequacy of the income recognition timings. The management’s method to estimate and list refund liabilities were also obtained to assess whether the evaluation is based on the agreed conditions with customers and historical experiences. A retrospective test was conducted to analyze the adequacy of the refund liability estimate based on the experiences with historical estimates of differences and the actual situation afterward.

II. Evaluation of inventory

Please refer to Note IV (VIII) for the accounting policy of inventory evaluation. Please refer to Note V (I) in the consolidated financial statements for the accounting estimates and assumed uncertainties of the inventory evaluation. Please refer to Note VI (IV) in the consolidated financial statements for the information on the losses from the price drop of inventory. Description of the key audit matters:

Due to the impacts of rapid changes in the market demand and the development of production technology, the existing products are at risk to become outdated inventory or non-compliant with market demand. Parts of the inventory may become obsolete or have the market prices dropped. Thus, the inventory evaluation is one of the fundamental evaluation items for the accountants in the execution of financial report audit for Lotes Group. Corresponding audit procedure:

The primary audit procedure conducted by the accountants for the aforementioned key audit matters included the understanding and evaluation of the basis and methods used by the management to assess the net realizable value of inventory. Review and audit were conducted in terms of the data used by the management as the basis and to estimate the net realizable value, and an evaluation was conducted on the estimated sales price to the latest sales record by sampling. To evaluate the adequacy of the drop in prices, the accuracy of the inventory aging report was checked, and the changes in the inventory aging of each period were analyzed.

Other matters

Lotes Co., Ltd. prepared the parent company only financial statements for 2019 and 2018, and we also issued auditor's report with unqualified opinion for the financial statements as reference.

Responsibility from the management and governing unit towards the consolidated financial statements

The management’s responsibility is to prepare the consolidated financial statements present fairly according to Regulations Governing the Preparation of Financial Reports by Securities Issuers and to maintain necessary internal control related to the preparation of the consolidated financial statements in order to ensure there is no major untrue expression on the financial statements due to fraud or error.

When preparing the consolidated financial statements, the responsibility of the management also includes evaluating Lotes Group’s capability of continuous operation, disclosure of relevant matters and the application of continuous operation accounting model unless the the management intends to

177

liquidate Lotes Group or suspend its business operation or there is no alternative practical and feasible solution other than liquidation or business suspension.

The governing unit (including supervisors) at Lotes Group is responsible for supervising the process of financial reports.

Responsibility of accountants’ audit on the consolidated financial statements

The purpose of the consolidated financial statements audited by us is to obtain reasonable assurance on whether the significant untrue expression exists on the whole consolidated financial statements due to fraud or error as well as issue the audit report. The reasonable assurance is the high certainty; however, it won’t be able to guarantee that the significant untrue expression will definitely be able to be detected by generally accepted auditing standards, and the untrue expression might be caused from fraud or error. It is regarded as with significance if the consolidated amount or the aggregation number of the untrue expression can reasonably predict that it will affect the economic decisions made by the users of the consolidated financial statements.

When we conduct the audit according to generally accepted auditing standards, we use professional judgment and maintain our professional suspicion. We also executed the following tasks:

  1. Identifying and evaluating the risk of major untrue expression on the consolidated financial statements due to fraud or error; designing and implementing proper responding strategies towards the risk evaluated; and obtaining sufficient and appropriate audit evidence as the basis of audit opinions. Due to fraud might be involving with collusion, counterfeiting, malicious omission untrue declaration, or going out of the internal control, the risk of not detecting the major untrue expression due to fraud will be higher than that due to error.

  2. Obtaining necessary understanding of internal control related to audit in order to design proper audit procedure under the situation of the case. However, its purpose is not to express opinion toward the effectiveness of the internal control in Lotes Group.

  3. Evaluating the adequacy of the accounting policies used by the the management and the rationality of the accounting evaluation and relevant disclosure concluded.

  4. Based on the audit evidence obtained, conclusion towards the appropriateness of continuous operation accounting basis that the the management adopts and the existence of major uncertainty on events or situations with major concerns affecting Lotes Group’s capability in continuous operation are made. If we believe major uncertainty existed on the event or situation, we must remind the users of Consolidated financial statements on the audit report to pay attention on the relevant disclosure or modify audit opinion when the disclosure is not appropriate. The conclusion that we made is based on the audit evidence obtained up to the audit report day, but future events or situations might cause Lotes Group not capable in continuous operation.

  5. Evaluating the overall expression, structure and content of the consolidated financial statements (including relevant notes) as well as whether the consolidated financial statements present fairly, in all material respects, relevant transaction and events.

  6. Obtaining sufficient and appropriated audit evidence of the financial information from the investee companies accounted for using equity method as well as express opinions towards the consolidated financial statements. We are in charge of the directing, supervision and execution on the audit cases as well as concluding audit opinions towards the consolidated financial statements of Lotes Group.

The communication between us and the governing unit includes the audit scope and time planned and major audit findings (including the significant defects on the internal control identified during the auditing process).

We have also provided information to the governing unit that the personnel of the firm—under which we are working—who are subject to independence requirements have complied with the statement of independence in the CPA code of professional ethics and communicated to the governing unit all relationships and other matters (including relevant safeguards) that may be considered to affect the independence of CPAs.

178

We determined the key audit matters that we would like to execute on Lotes Group’s Consolidated financial statements for the year ended on December 31, 2019 from the communication with the governing unit. We clearly stated the related matters on the audit report unless it is the specific matter that is not allowed to be disclosed to the public according to laws, or under a very rare situation that we decided not to communicate specific matters on the audit report because we can reasonably anticipate the negative influence generated by the communication will be greater than the public interests increased.

KPMG Taiwan

CPAs:

[Competent ] :[(88) TAI-TSAI-CHENG (VI) ] Authority of No. 18311 Securities Approval Certificate No.

[March 25, 2020 ]

179

Lotes Co., Ltd. and Its Subsidiaries

Consolidated Balance Sheet

December 31, 2019 and 2018

Unit: 1,000 TWD

Assets
Current assets:
1100
Cash and cash equivalents (Note VI (I) and (XXV))
1110
Financial assets measured at FVTPL - current
(Note VI (II) and (XXV))
1120
Other comprehensive income measured by fair value
Financial assets - current (Note VI (II) and (XXV))
1150
Notes receivable (Note VI (III) and (XXV))
1170
Net accounts receivable(Note VI (III) and (XXV))
1200
Other accounts receivable (Note VI (III) and (XXV))
1220
Income tax assets in the year (Note VI (XVIII))
130X
Inventory (Note VI (IV))
1410
Advance payment
1476
Other financial assets - current (Note VI (XI) and (XXV))
1479
Other current assets - others

Non-current assets:
1600
Property, plant and equipment (Note VI (VII) and VIII)
1755
Right-of-use assets (Note VI (VIII))
1760
Investment property (Note VI (IX))
1780
Intangible assets (Note VI (X))
1840
Deferred tax assets (Note VI (XVIII))
1980
Other financial assets- non-current (Note VI (XI) and (XXV))
1900
Other non-current assets

Total of assets
Dec. 31, 2019
Amount

$ 2,845,994
17
240,034
1
6,438 -
15,257 -
5,949,268
37
219,031
1
758 -
1,976,021
12
137,348
1
-
-
10,563
-
Dec. 31, 2018
Amount


1,448,071
11

96,119
1
22,541 -
16,115 -

5,291,833
38

226,751
2
33 -

2,227,827
16

90,814
1
134,255
1
12,630
-

9,566,989
70

3,350,160
24

-
-

242,495
2

59,527 -

97,922
1

-
-

473,115
3

4,223,219
30

13,790,208
100
Liabilities and equity
Current liabilities:
2100
Short-term loan (Note VI (XII), (XXV), (XXVIII), VIII and IX)
2130
Contract liabilities - current (Note VI (XXII))
2150
Notes payable (Note VI (XXV))
2170
Accounts payable (Note VI (XXV))
2200
Other payables (Note VI (XXV))
2230
Tax liabilities (Note VI (XVIII))
2280
Lease liabilities - current (Note VI (XIII), (XXV) and (XXVIII))
2365
Refund liabilites - current (Note VI (XIV))
2300
Other current liabilities

Non-current liabilities:
2550
Provisions- non-current (Note VI (XV))
2580
Lease liabilities - non-current (Note VI (XIII) and (XXV) and (XXVIII))
2600
Other non-current liabilities

Total of liabilities
Equity to the owner of parent company:
3110
Ordinary share capital (Note VI (XIX))
3140
Share capital received in advance (Note VI (XIX))
3200
Capital reserves (Note VI (V) and (XIX))
3300
Retained earnings (Note VI (XIX))
3400
Other equity (Note VI (XIX))
Total equity attributable to owners of the parent
36XX
Non-control equity (Note VI (VI))
Total of equity
Total of liabilities and equity
Dec. 31, 2019
Amount
%
$ 29,980 -
19,947 -
19,000 -
1,885,062
12
964,415
6
436,898
3
94,851
1
157,256
1
23,337
-
Dec. 31, 2018
Amount
%
919,643
7
6,160 -
45,396 -

1,743,472
13

830,541
6

226,720
2

-
-

86,883 -
17,663
-

3,630,746
23


3,876,478
28

41,729 -
60,560 -
1,932
-

40,522 -
-
-
1,726
-

11,400,712
69
3,514,714
22
383,426
2
283,002
2
99,789
1
123,925
1
85,923
1
388,701
2

104,221
-

42,248
-

3,734,967
23


3,918,726
28

1,034,779
6
-
-
3,959,560
24
7,471,519
46
(650,532)
(4)


934,779
7
125,638
1

2,466,109
18

6,296,652
46

(317,020)
(2)
4,879,480
31


11,815,326
72




9,506,158
70

729,899
5


365,324
2

12,545,225
77


9,871,482
72
$
16,280,192
100

$
16,280,192
100


13,790,208
100

180

Lotes Co., Ltd. and Its Subsidiaries

Consolidated Statement of Comprehensive Income January 1 to December 31, 2019 and 2018

Unit: 1,000 TWD

4000
Operating revenue (Note VI (XIV), (XXII))
5000
Operating cost (Note VI (IV), (X) and XII)
Gross profit
Operating expense (Note VI (X), (XVI), (XVII), (XXV), VII and XII):
6100
Promotion Expenses
6200
Administration Expenses
6300
R&D expenses
6450
Expected credit losses
Total operating expenses
Net operating profit
Non-operating income/expenses (Note VI (XXIII)):
7010
Other income
7020
Other gains and/or losses
7050
Financial costs
7055
Losses from expected credit impairment
Total of non-operating income and expenses
Net profit before tax from continuing operations
7950
Less: Income tax expenses (Note VI (XVIII))
Net profit in the year
8300
Other comprehensive income:
8310
Reclassification
8311
Defined benefit plan Amount of Remeasurement
8316
Unrealized Other comprehensive income in fair value
8349
Income Tax of Reclassification items
Total of items that will not be reclassified to profit or loss
8360
Potential gain/loss of Reclassification items
8361
Exchange difference between foreign operating office’s statement
8399
Less: Income tax related to the items that may be reclassified
Totoal of items that may be reclassified to profit or loss
8300
Other comprehensive gain/loss (net amount after tax)
Comprehensive gain/loss
Net profit allocated to:
8610
Owner of parent company
8620
Non-control equity
Consolidated loss/gain allocated to:
8710
Owner of parent company
8720
Non-control equity
Basic earnings per share (Unit: TWD) (Note VI (XXI))
Diluted earnings per share (Unit: TWD) (Note VI (XXI))
2019

100

64
2018

100

67
Amount
$ 15,088,872
9,620,962
Amount

13,311,518

8,962,649

5,467,910


36


4,348,869


33

562,701
1,049,810
1,104,315
460


4

7

7

-


585,617

873,990

903,890
2,932


4

7

7

-
2,717,286
18


2,366,429


18

2,750,624


18


1,982,440


15

212,040
(105,785)
(22,711)
(2,407)


2

(1)

-

-


201,729

(12,191)
(18,468)
787


2

-

-

-

81,137


1

171,857

2

2,831,761
687,293


19

5


2,154,297

445,998


17

3

2,144,468


14


1,708,299


14

(1,148)
(16,103)
230


-

-

-

2,187
(2,459)
(463)


-

-

-
(17,021)
-

(735)


-

(320,897)
-


(2)
-


(55,575)
-


-
-
(320,897)
(2)

(55,575)

-

(337,918)



(2)



(56,310)


-

$
1,806,550



12



1,651,989


14

2,076,043
68,425


13

1


1,608,567

99,732


13

1

2,144,468


14


1,708,299


14

1,741,613
64,937


12

-


1,553,091
98,898


13

1

1,806,550


12


1,651,989


14

$

20.11


17.21
$ 20.06 17.15

181

Unit: 1,000 TWD

Lotes Co., Ltd. and Its Subsidiaries

Consolidated Statement of Changes in Equity January 1 to December 31, 2019 and 2018

Balance on Jan. 1, 2018
Adjustments for the retrospective application of new standards
Balance after restatement on Jan. 1, 2018
Net income
Other comprehensive income
Total of comprehensive income
Appropriation and distribution of earnings:
Legal reserves
Special reserve set aside
Cash dividends on common stock
Other changes in capital reserve:
Changes in subsidiaries, associates and joint ventures accounted for
using quity method
Compensation cost of employee stock options
Cash capital increase
Increment/deduction of non-control equity
Balance on Dec. 31, 2018
Net income
Other comprehensive income
Total of comprehensive income
Appropriation and distribution of earnings:
Legal reserves
Special reserve set aside
Cash dividends on common stock
Other changes in capital reserve:
Changes in subsidiaries, associates and joint ventures accounted for
using quity method
Cash capital increase
Increment/deduction of non-control equity
Cash dividends issued by subsidiaries for non-controlling interests
Balance on Dec. 31, 2019
Equity allocated to the owner of the Equity allocated to the owner of the Equity allocated to the owner of the parent company Non-control
equity
Total equity

8,431,789
-
Share capital Capital
reserves
Retained earnings Other equity items Equity
attributable
to owners of
the parent
Exchange
difference
between foreign
operating
office’s
statement
Ordinary
Share
Capital
Share capital
received in
advance
Legal
reserve
Special
reserve
Undistribute
d earnings
$ 934,779
-

-
-
2,410,168
-

835,452
-

37,613
-

4,322,806
4,618

8,285,616

-

146,173
-
934,779
-
2,410,168
835,452

37,613


4,327,424



(259,820)
-
-

8,285,616

146,173

8,431,789

-
-

-
-

-
-


-
-


-
-


1,608,567
1,724



-
-
-

(54,741)
(2,459)
-

1,608,567
(55,476)



99,732

(834)



1,708,299

(56,310)
- - - - -
1,610,291




(54,741)
(2,459)
-

1,553,091



98,898



1,651,989
-
-
-

-
-
-
-
-
-
-
-
-
125,638
-
-
-
-
45,248
10,693

-
-
95,630
-
-

-

-
-
-

-
217,589
-
-
-
-
-

(95,630)

(217,589)
(514,128)
-
-
-
-




-
-
-

-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-
-
(514,128)
45,248
10,693
125,638
-


-
-

-

-

-

-
120,253


-
-
(514,128)
45,248
10,693
125,638

120,253
934,779
-
-

125,638
-
-

2,466,109
-
-

931,082
-
-

255,202
-
-

5,110,368
2,076,043
(918)

(314,561)
(2,459)
-

-
-
-

(317,409)
(16,103)
-
9,506,158
2,076,043
(334,430)


365,324

68,425

(3,488)



9,871,482

2,144,468

(337,918)
- - - - -
2,075,125




(317,409)
(16,103)
-

1,741,613



64,937



1,806,550
-
-
-

-
100,000
-
-
-
-
-
-

(125,638)
-
-
-
-
-
193,451

1,300,000
-
-
160,857
-
-

-

-
-
-

-
61,818
-
-
-
-
-

(160,857)

(61,818)
(900,258)
-
-
-
-




-
-
-

-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-
-
(900,258)
193,451
1,274,362
-
-


-
-

-

-

-
310,257
(10,619)


-
-
(900,258)
193,451
1,274,362

310,257

(10,619)
$
1,034,779

-
3,959,560
1,091,939

317,020

6,062,560

(631,970)
(18,562)
-
11,815,326

729,899



12,545,225

182

Lotes Co., Ltd. and Its Subsidiaries

Consolidated Statement of Cash Flows

January 1 to December 31, 2019 and 2018

Net cash flow from operating activities:
Net profit before tax
Items of adjustment:
Income and expenses
Depreciation expense
Amortization expense
Expected credit losses
Interest expense
Interest income
Profit/loss of Financial assets and liabilities in fair value
Losses on the price fall and scraping of inventory
Disposition of Property, plant and equipment
Compensation cost of employee stock options
Total income and expenses
Change in assets/liabilities related to operating activities:
Net change in operating assets:
Gain/loss of receivable notes
Increase in accounts receivable
Decrease (increase) in other accounts receivable
Decrease (increase) in inventory
Increase in payments in advance
Decrease in Other current assets
Decrease in Other financial assets
Total net change in operating assets
Net change in operating liabilities:
Increase in contract liabilities
Increase (decrease) in notes payable
Increase in accounts payable
Other increase in accounts payable
Increase in provisions
Increase (decrease) in Other current liabilities
Increase (decrease) in refund liabilities
Increase in other non-current liabilities
Total net change in operating liabilities
Total net changes in operating assets and liabilities
Total adjustments
Cash in flow generated by operating activities
Interests received
Paid interests
Income tax paid
Net cash inflow from operating activities
Net cash flow in investing activities:
Acquisition of financial assets measured at FVTOCI
Financial assets
Acquisition of financial assets measured at FVTPL
Disposal of financial assets measured at FVTPL
Acquisition of real estate, plant and equipment
Disposition of Property, plant and equipment
Increase in intangible assets
Decrease (increase) in other non-current liabilities
Cash flow of investment activities (Outflow)
Cash flows in fundraising activities:
Increment/loss of short-term loan
Repayment of lease principal
Issuance of cash dividends
Cash dividends issued for non-controlling interests
Cash capital increase
Capital collected in advance for cash capital increase
Variance of non-control equity
Changes in subsidiaries, associates and joint ventures accounted for using equity method
Net cash inflow (outflow) in financing activities
Change of exchange rate effecting Cash and cash equivalents
Increase of cash and cash equivalents
Balance of cash and cash equivalents at the beginning of the term
Balance of cash and cash equivalents at the end of the term
2019
$ 2,831,761
1,023,478
12,368
2,867
22,711
(32,820)
(7,267)
39,165
27,655
4,709
Unit: 1,000 TWD
2018

2,154,297

819,154

7,966

2,145

18,468

(14,387)

1,379

48,379

12,193

10,693

1,092,866



905,990

858
(657,895)
(4,427)
212,641
(46,534)
2,067
48,332



(9,220)

(1,001,427)

7,694

(485,727)

(39,721)

23,675

134,255

(444,958)



(1,370,471)

13,787
(26,396)
141,590
154,112
59
5,674
70,373
206



6,160

35,992

41,733

138,188

192

(1,137)

(12,414)

261
359,405
208,975

(85,553)



(1,161,496)

1,007,313



(255,506)

3,839,074
42,560
(24,089)
(497,845)



1,898,791

11,175

(17,870)

(383,817)

3,359,700



1,508,279

-
(313,922)
177,274
(1,127,735)
6,162
(52,630)
(181,017)


(25,000)

(90,479)

-

(1,308,667)

8,574

(42,111)

38,095

(1,491,868)



(1,419,588)

(889,663)
(121,833)
(900,258)
(10,619)
1,274,362
-
308,003
190,996



318,811

-

(514,128)

-

-
125,638

120,253

45,248

(149,012)



95,822

(320,897)
1,397,923
1,448,071



(55,575)

128,938

1,319,133

$
2,845,994



1,448,071

183

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements For the Years Ended on December 31, 2019 and 2018

(Except as otherwise indicated, the unit for all amounts in this document is NT$1,000))

I. Company History

Lotes Co., Ltd. (hereinafter referred to as the "Company") was incorporated on Aug. 23, 1986 in accordance with the provisions of the Company Law and was approved for registration with its registered office at No.15, Wuxun Street, Anle District, Keelung City. The Company and its subsidiaries (hereinafter referred to as the "Consolidated company") are principally engaged in the sale and purchase of various hardware parts and components, the manufacturing and processing of various terminals and their connectors, the import and export business in connection with the preceding item and the agency of the preceding item in connection with the tender quotation and distribution of products of domestic and foreign manufacturers. Please refer to Note 14 for further details.

II. Date and Procedures of Approval of Financial Statement

The Consolidated Financial Statement was approved and released by the Board of Directors on Mar. 25, 2020.

III. Application of New and Revised Standards and Intepretations

  • (1) Influence of the Adoption of New and Revised Standards and Integrations Approved by the Financial Supervisory Commission

Since 2019, the Consolidated company has fully adopted the International Financial Report Standards which is approved by the Financial Supervisory Commission (hereinafter referred to as FSC) to come into effect to compile Consolidated Financial Statements, with relevant new, amended and revised standards and interpretations listed as follows:

New release/revision/amendment of guidelines and
interpretations
IFRS 16 "Leases"
IFRIC Interpretation 23 "Uncertainty over Income Tax
Treatments"
Amendments to IFRS 9 "Prepayment Features with Negative
Compensation"
Amendments to IAS 19 "Plan Amendment, Curtailment or
Settlement"
Amendments to IAS 28 "Long-term Interests in Associates and
Joint Ventures"
Annual Improvements to IFRS Standards 2015-2017 Cycle
Effective date
upon
promulgation by
the IASB
Jan. 1, 2019
Jan. 1, 2019
Jan. 1, 2019
Jan. 1, 2019
Jan. 1, 2019
Jan. 1, 2019

184

With the exception of the following items, the application of the new IFRS will not cause a material change to the consolidated financial statements. The nature and impact of the actors are described as follows:

IFRS 16 leases

International Financial Reporting Standards no. 16 "lease" (hereinafter referred to as the IFRS-16) place of the current International Accounting Standards no. 17 "lease" (hereinafter referred to as the IAS 17), the International Financial Reporting Interpretations Committee no. 4 " Determining Whether an Arrangement Contains a Lease" (hereinafter referred to as the IFRIC-4), SIC-15 "Operating Leases – Incentives", and SIC-27 "Evaluating the Substance of Transactions in the Legal Form of a Lease".

185

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

The consolidated company adopted the formal retroactive law to transition to IFRS 16, adjusting the cumulative impact of the initial application to the retained earnings on 1 January 2019. The nature and impact of the relevant accounting policy changes are described below:

(1) Definition of lease

The consolidated company previously relied on IFRIC 4 to determine whether or not an agreement was or included in a lease on the commencement date of the contract. A change in accounting policy will assess whether a contract is or includes a lease as defined in IFRS 16. Note iv (11) to the accounting policy.

In the transition to IFRS 16, the consolidated company chooses to use the expedient method to waive the assessment of whether the transaction before the initial application is a lease, i.e., to apply IFRS 16 directly to a contract previously identified as a lease. Contracts that are not a lease will not be re-evaluated as a lease if they have previously been interpreted in accordance with IAS 17 and IFRS 4 identification. Therefore, the lease definition set forth in IFRS 16 applies only to contracts entered into or changed after the date of initial application.

(2) the lessee

A transaction in which the consolidated company is a lessee is previously classified according to whether or not the lease agreement has been transferred to the underlying property subject to almost all risks and rewards. Under IFRS 16, lease contracts are identified as right-of-use assets and lease liabilities on the balance sheet.

A. Contracts previously classified as operating leases under IAS 17

During the transition, lease liabilities is measured by the present value of residual lease benefits, and discounted by the incremental borrowing rate of the first applicable day of a consolidated company. Lease assets are measured in terms of lease liabilities adjusted for all prepaid or payable lease benefits related to the lease.

In addition, the consolidated company adopted the following expedient for transition to IFRS 16:

a. A single discount rate is applied to a lease portfolio with similar characteristics.

b. As an alternative to the impairment assessment of right-of-use assets, the results of the assessment of the loss-making contracts in accordance with IAS 37 “Provisions, Contingent Liabilities and Contingent Assets,” before the date of the first application.

c. For leases whose Lease term ends within 12 months after the initial application date, right-of-use assets and lease liabilities are not recognized by exemption.

d. The original direct cost is not included in the right-of-use assets measurement on the initial application date.

e. When the lease contract includes an option to extend or terminate the lease, the

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Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

lease term shall be decided with the benefit of hindsight.

(3) the lessor

Except for subletting, the consolidated company is not required to make any adjustment in connection with its transaction as a lessor when transitioning to IFRS 16, which applies to its lease transactions from the date of initial application.

Under IFRS 16, the classification shall be based on right-of-use assets rather than on the valuation and sublease of the underlying assets.

(4) impact on financial statements

When transitioning to IFRS 16, the consolidated company recognized right-of-use assets and lease liabilities as $488,228, $241,482, and other non-current assets as less than $246,746, 000, respectively, on the first date of application. Lease liabilities is discounted by Lease benefits at the increased borrowing rate of the first applicable date of the consolidated company. The weighted average of interest rate used is 6.08%.

The lease commitment amount disclosed in the year before the first applicable date and the lease liabilities recognized in the first applicable date are as follows. The difference number is the discounted effect number.

Amount of commitment for the operating lease disclosed in the
consolidated financial statements issued on Dec. 31, 2018
Amount discounted with the incremental borrowing rate
announced on Jan. 1, 2019 (Amount of lease liabilities
recognized on Jan. 1, 2019)
2019.1.1
$
247,997

$
241,482

(2) Effects of new and revised standards and interpretation has been approved by FSC but not yet being adopted

In accordance with FSC Order No. 1080323028, dated July 29, 2019, the public offering company should fully adopt the International Financial Reporting Standards (IFRSs) whaich are approved by the FSC and coming into efffective on 2020. The newly issued, amended and revised standards and explanations are set out as follows:

nded and revised standards and explanations are set out as follows:
New release/revision/amendment of guidelines and
interpretations
Amendments to IFRS 3 Definition of a Businesses
Amendments to IFRS 9, IAS 39 and IFRS 7 Interest Rate
Benchmark Reform
Amendments to IAS 1 and IAS 8 Definition of Material
Effective date
upon
promulgation
by the IASB
Jan. 1, 2020
Jan. 1, 2020
Jan. 1, 2020

The Consolidated company considers that the application of the aforementioned newly recognized IFRSs will not result in significant changes to the Consolidated Financial

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Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

Statements

(3) New and revised standards and interpretations not yet recognized by the FSC

The following table sets out the standards and interpretations that have been issued and revised by the International Accounting Standards Board (hereinafter referred to as the Board) but not yet endorsed by the FSC.

ot yet endorsed by the FSC.
New release/revision/amendment of guidelines and
interpretations
Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture"
IFRS 17 "Insurance Contracts"
Amendments to IAS 1 "Classification of Liabilities as Current or
Non-current"
Effective date
upon
promulgation
by the IASB
To be
determined by
the Board
Jan. 1, 2021
Jan. 1, 2022

The consolidated company is continuously evaluating the impact of the above criteria and explanations on the consolidated company's financial position and results of operations.

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Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

IV. Summary of Major Accounting Policies

The major accounting policies adopted in this Consolidated Financial Statement are summarised as follows. Unless otherwise noted, the following accounting policies have been applicable for all presentation period of the Consolidated Financial Statement.

(1)Compliance Statement

The Consolidated Financial Statement was compiled in accordance with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers (thereinafter referred to as the Guidelines Governing the Preparation), IFRS approved by the Financial Supervisory Commission, and IAS, Interpretations and Interpretation Announcement (hereinafter referred to as IFRS approved by the Financial Supervisory Commission).

(2)Compling Basis

1. Measurement Foundation

Except the major items in the following balance sheet, the Consolidated Financial Statement was complied based on the historical costs:

  • (1) Financial assets at fair value through profit or loss measured with fair value;

  • (2) Financial assets carried at fair value through other comprehensive income or loss.

  • (3) Liabilities for cash settlement Share-based payment agreements that are measured at fair value.

  • (4) Net defined benefit liabilities (or assets) are measured at the fair value of the pension fund's assets, less the present value of defined benefit obligations and the maximum effect amount as described in Note 4(16).

2. Functional Currency and Presentation Currency

Each party of the Consolidated company takes the currency of major economic environment where its operation is located as its functional currency. The Consolidated Financial Statement is presented in the functional currency of the Company, TWD. All of the financial information expressed herein in TWD is of one thousand per unit.

(3) Consolidation Foundation

1.Compling Principles of the Consolidated Financial Statement

The main compliers of the Consolidated Financial Statement are composed of the Company and the individuals controlled by the Company (subsidiary).

Since the date of being control, subsidiary have started to integrate their financial reports to the Consolidated Financial Statement till the date of the cancelation of the

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Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

control. All trading, balances and any un-realized gains and losses among the consolidated companies have been terminated when the Consolidated Financial Statement is complied. The sum of the integrated gains and losses of subsidiary company are under control of the owner the Company and belong to non-controlling interests, even if when non-controlling interests become losses.

Intercompany transactions, balances and any unrealized gains and expenses were removed from the preparation of the consolidated financial statements.

Changes in the Consolidated company’s ownership interest in a subsidiary that do not result in a loss of control are treated as equity transactions with owners.

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Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

2. Subsidiary listed in the Consolidated Financial Statement

The including subsidiaries listed in the Consolidated Financial Statement are as follows:

Name of
Investment
Company
Name of Subsidiary
**Place of Incorporation **
Shareholding
**percentage **
Dec. 31,
2019
Dec. 31,
2018
Lotes Investments Limited
Samoa
Good Hope Investments Limited

Guansi Development Co., Ltd.

Zhaxi Investment Co., Ltd.
Anguilla, British West
Jiayu Investment Co., Ltd.
4F, No. 15, Wuxun St., Anle
Dist., Keelung City
Lotes USA, Inc
888 SW 5TH AVE 800
PORTLAND OR 97204
U.S.A.
LOTES EU GmbH
Ulmenstrabe 23-25 ,60325
Frankfurt am Main.
Loteson International Investments
Limited
Hong Kong
Lotes Guanghou Co., Ltd
No. 526, Jinling N. Rd.,
Panyu Nansha, Guangzhou
City, Guangdong Province,
China
Lotes Hengnan Co., Ltd.
Yunji Avenue, Xinxiancheng
Industrial Park, Hengnan
County, Hengyang City,
Hunan Province, China
Shenzhen Deyi Automation
Technology Co., Ltd.
Suite 2, 4F, Building 1,
Dachien Industrial Park,
Longchang Rd., Area 67,
Baoan Dist., Shenzhen City
Lotes Zhongshan Co., Ltd
4F, III of Building 2, No. 8,
Gaopingruifeng Rd., Sanjiao
Town, Zhongshan City
Zhongshan Dezhi Metal Surface
Treatment Co., Ltd.
1F, No. 8, Ruifeng Rd.,
Sanjiao Town, Zhongshan
City
Hengnan Deyi Property Development
Co., Ltd.
No. 120, Yunji Avenue, Yunji
Township, Hengnan County,
Hengyang City, Hunan City
Guangzhou Leside Technology Co.,
Ltd.
Suite 603, No. 5, Shuangshan
Avenue, Nansha Dist.,
Guangzhou City
Chongqing Fuxinrui Electronic
Technology Co., Ltd.
No. 6, Yingchun Rd., Nanan
Dist., Chongqing City
The Company






Lotes
Investments
Limited
Loteson
International
Investments
Limited
Lotes
Guanghou
Co., Ltd





Guangzhou
Leside
Technology
Co., Ltd.
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
50.00%
50.00%
100.00%
-
%

100.00%
-
%

100.00%
-
%
51.00%
-
%

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Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

Lotes Suzhou Lotes Zhongshan Co., Ltd
4F, III of Building 2, No. 8, 50.00% 50.00% 50.00% 50.00%
Co., Ltd Gaopingruifeng Rd., Sanjiao
Town, Zhongshan City
Good Hope Xincheng Development Co., Ltd.
Samoa 100.00% 100.00%
Investments
Limited
REKA Technology Co., Ltd.
Unit 1405-1406 Dominion 100.00% 100.00%
Centre 43-59 Queen's Road
East, Wanchai, H.K.
Guansi Jae You Co., Ltd.
Hong Kong 100.00% 100.00%
Development
Co., Ltd.
Jae You Co., Lotes Suzhou Co., Ltd
No. 26, Caohu Avenue, 100.00% 100.00%
Ltd. Xiangcheng Economic
Development Zone, Suzhou
City, Jiangsu Province, China
Zhaxi Wangden Investments Limited (HK) Hong Kong 100.00% 100.00%
Investment
Co., Ltd.
Wangden Zongka Technology (Shenzhen) Co., 403B, Building 1, Dacheng 100.00% 100.00%
Investments Ltd. Industrial Zone, Longchang
Co., Ltd. Rd., Area 67, Baoan Dist.,
Shengzhen City
Jiayu Ememe Robot Co., Ltd
15F, No. 700, Zhongzhen 94.37% 94.37%
Investment Rd., Zhonghe Dist., New
Co., Ltd. Taipei City
Compertum Microsystems Inc.
13F-1, No. 716, Zhongzhen 46.74% - %
Rd., Zhonghe Dist., New
Taipei City
Lintes Co., Ltd.
9F-1, No. 150, Jianyi Rd., 52.13% 58.36%
Zhonghe Dist., New Taipei
City
Lintes Co., Pure Fortune Limited
Samoa - % 100.00%
Ltd.
Jilong Co., Ltd. 100.00% 100.00%
Jilong Co., Rihui Co., Ltd. 100.00% 100.00%
Ltd.
Rihui Co., Lintes Technology (Suzhou) Co., Ltd. No. 26, Caohu Avenue, 100.00% 100.00%
Ltd. Xiangcheng Economic
Development Zone, Suzhou
City, Jiangsu Province, China

Pure Fortune Limited was liquidated in Q2, 2019.

In Q2, 2018, Lotes Hengnan Co. Ltd. had a merger with Hengnan Dezhi Fine Electornics Co., Ltd.

  1. Subsidiary not listed in the Consolidated Financial Statement: none.

(4) Foreign Currency

  1. Foreign Currency Trading

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Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

Foreign currency is converted into functional currency according to exchange rate on the date of transaction. At the end of each subsequent reporting period (the "Reporting Date"), foreign currency monetary items are translated into functional currency at the exchange rate prevailing on that date. Non-monetary items measured at fair value in foreign currencies are translated into functional currencies using the exchange rates prevailing at the date of fair value measurement, while non-monetary items measured at historical cost in foreign currencies are translated at the exchange rates prevailing at the dates of the transactions.

The foreign currency exchange difference resulting from the conversion is recognized to be other comprehensive Income excepting for the following situations, otherwise, recognized to be gains and losses.

(1) Equity instruments designated as measured at fair value through other comprehensive income.

(2) Financial liabilities designated as a net investment hedge for a foreign operating entity are within the effective range of the hedge; or

(3) Eligible cash flow hedges are within the effective range of the hedge.

  1. Foreign Operating Organizations

The assets and liabilities of foreign operating organizations, including the business reputation and fair value adjustment during the acquisition, are converted to be TWD according to exchange rate on the report day; gains and losses are converted into TWD according to exchange rate in the current period, and the resultant conversion difference is recognized to be other comprehensive Income.

In case of the loss of control, joint control or material influences arising from the punishment on foreign operating organizations, the accumulated conversion differences related to the foreign operating organizations shall be fully reclassified as gains and losses. In case of subsidiary company of foreign operating organizations involved in the punishment, the related accumulated conversion differences shall be reclassified as non-controlling interests in proportion. In case of affiliated company or joint ventures of foreign operating organizations involved in some of the punishment, related accumulated conversion differences shall be fully reclassified as gains and losses in proportion.

As to the receivable and payable monetary items of forgien operating organizations, if without the repayment plan or the possibility of repayment in foreseeable future, the resultant gains and losses from foreign currency conversion shall be regarded as a part of net investments to the foreign operating organizations as recognized as other comprehensive income.

(5) Standards for Classifying Current and Non-current Assets and Liabilities

Assets meeting one of the following conditions are recognized to be current assets, and

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Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

other assets not belonging to current assets are recognized to be non-current assets:

  • 1.Those that are expected to be realized during the normal operating period of the Consolidated company or intended to be sold or consumed.

  • Those held mainly for the purpose of transaction.

  • Those expected to be realized with in 12 months after the balance sheet.

  • Cash or cash equivalents, but not including those used for exchange, liquidation of liabilities or those with other restrictions.

The liabilities meeting any one of the following conditions are current liabilities, and

other liabilities not belonging to current liabilities are recognized to be non-current liabilities:

  1. Those expected to be paid off during the normal operating period of the Company.

  2. Those held mainly for the purpose of transaction.

  3. Those expected to be paid off with in 12 months after the balance sheet.

  4. 4.Those that shall not allow the Consolidated company to unconditionally extend the liquidation period to at least 12 months. Liabilities for liquidation arising from the issuing of equity instruments in accordance with the clauses chosen by the other party of transaction will not affect their classification.

  5. (6) Cash and cash equivalents

Cash includes cash on hand and demand deposits. Cash equivalents are the investments which are allowed to be converted into normed cash with few value change risks and short-term high flowability. Certificate of deposit which satisfy the foregoing definition and with the holding purpose of meeting the short-term cash pledges rather than investment or others shall be recognized as cash equivalents.

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Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

(7) Financial Instrument

Accounts receivable are recognized at the time of generation. All other financial assets and financial liabilities were originally recognized when the consolidated company became a party to the terms of the financial instrument agreement. Financial assets that are not measured at fair value through profit or loss (except accounts receivable, which do not contain a significant financial component) or financial liabilities are measured at fair value plus the transaction cost directly attributable to the acquisition or issue. Accounts receivable, which do not contain significant financial components, are originally measured at transaction prices.

1. Financial assets

The purchase or sale of financial assets by a conventional trader, the consolidated company shall treat all purchases and sales of financial assets classified in the same manner in accordance with the transaction date or the settlement date.

At the time of the original recognition, financial assets were classified as: financial assets measured at amortized cost, debt instrument investments measured at fair value through other comprehensive income, equity instrument investments measured at fair value through other comprehensive income, or financial assets measured at fair value through gains and losses.

The consolidated company will only change its business model for managing financial assets from the first day of the next reporting period to classify all affected financial assets.

(1) financial assets as measured by their amortized costs

Financial assets are measured at post-amortized cost when they simultaneously meet the following conditions and are not specified to be measured at fair value through profit or loss:

  • The financial asset is held under a business model for the purpose of collecting

  • contractual cash flow.

· The cash flow generated by the terms of the contract on the financial asset at the specified date is solely for the payment of the principal and the interest on the outstanding principal amount.

The cumulative amortization of such assets is subsequently calculated by the effective interest method plus or minus the original amount recognized, and the amortized cost of any loss allowance is adjusted. Interest income, foreign exchange gains and losses and impairment losses are recognized as gains and losses. When derecognized, the profit or loss shall be included in the profit or loss.

(2) financial assets measured at fair value through other comprehensive income

When the debt instrument investment simultaneously meets the following conditions and is not specified to be measured at fair value through profit and loss, it is

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Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

measured at fair value through other consolidated profit and loss:

· the financial asset is held under a business model for the purpose of collecting contractual cash flow and selling.

· the cash flow generated by the terms of the contract on the financial asset at the specified date is solely for the payment of the principal and the interest on the outstanding principal amount.

The consolidated company may, at the time of its original recognition, irrevocably choose to report the subsequent changes in the fair value of its non-tradable equity instrument investments to other consolidated profits and losses. The foregoing selection is made on a item-by-item tool basis.

Debt instrument investors are measured by fair value afterwards. Interest income, foreign exchange gains and losses and impairment losses calculated by the effective interest method are recognized as gains and losses, while the remaining net gains or losses are recognized as other comprehensive income. When discounting, the accumulated amount of other comprehensive income shall be reclassified into comprehensive income.

Equity instrument investors are measured by fair value afterwards. Dividend income (unless it clearly represents the recovery of a portion of the investment cost) is recognized as a profit or loss. The remaining net benefits or losses are recognized as other comprehensive income and are not reclassified into gains and losses. Dividend income from equity investments is recognized on the date (usually ex-dividend date) when the consolidated company becomes entitled to receive dividends.

(3) financial assets measured at fair value through profit and loss

Financial assets that are not measured at fair value at the above amortized cost or through other comprehensive income are measured at fair value through gains and losses, including derivative financial assets. The consolidated company may, at the time of its original recognition, irrevocably designate financial assets that meet the criteria of measuring at fair value according to the amortized cost or through other comprehensive income as financial assets measured at fair value through gains and losses in order to eliminate or substantially reduce improper accounting matching.

Such assets are subsequently measured at fair value and their net gains or losses (including any dividends and interest income) are recognised as gains or losses.

(4) business model evaluation

The purpose of the consolidated company is to assess the business model of holding financial assets at a portfolio level, which best reflects the way of operation and management and the way of providing information to management. The following information is considered:

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Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

· the portfolio policies and objectives described and the operation of such policies. Including whether the management's strategy is to focus on earning contractual cash flow, maintaining a certain portfolio of interest rates, matching the duration of financial assets with the duration of the relevant liabilities or anticipated cash outflows, or achieving cash flow through the sale of financial assets.

· performance of the business model and how the financial assets held under the business model are evaluated and reported to the principal managers of the business.

· risks that affect the performance of the business model (and the financial assets held under the business model) and the manner in which such risks are managed.

· the frequency, amount and timeliness of previous sales of financial assets, the reasons for such sales and the expectation of future sales.

The transfer of a financial asset to a third party for the above business purposes that does not meet the exclusion criteria is not a sale as described above, consistent with the purpose for which the consolidated company continues to recognize the asset.

Financial assets held for trading and managed and evaluated for performance on a fair value basis are measured at fair value through profit and loss.

(5) evaluate whether the cash flow of the contract is fully the interest on the payment of the principal and the amount of outstanding principal

For evaluation purposes, the principal is the fair value of the financial asset at the time of its original recognition, and the interest is made up of the following considerations: the time value of money, the credit risk associated with the amount of outstanding principal in circulation during a particular period, and other basic lending risks and costs and profit margins.

To evaluate whether the contract cash flow is fully interest on the principal and the outstanding principal amount, the consolidated company considers the terms of the financial instrument contract, including whether the financial asset contains a contract term that can change the point or amount of the cash flow of the contract, causing it to fail to meet this condition. In the evaluation, the consolidated company considers:

· any contingencies that change the timeliness or amount of the cash flow of the contract;

· the terms of the coupon rate may be adjusted, including the nature of the variable

rate;

· the nature of prepayment and extension; and

  • claims of the consolidated company are limited to cash flow terms derived from

  • specific assets (e.g. non-recourse nature).

  • (6) impairment of financial assets

For the financial assets measured at the amortized cost after (including cash and about when cash, notes receivable, accounts receivable, other receivables, refundable

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Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

deposit, and other financial assets, etc.), through the other comprehensive income measured at fair value, the debt instruments of investment assets and contract of expected loss, the consolidated company recognizes the allowance for credit losses.

The following financial assets are measured against losses according to the expected credit loss amount of 12 months, and the rest are measured according to the expected credit loss amount of the existing period:

· determine that the credit risk of the debt securities at the reporting date is low;

and

· the credit risk of other debt securities and bank deposits (i.e. the risk of default during the expected life of financial instruments) has not increased significantly since the original recognition.

The loss allowance for accounts receivable and contract assets is measured in terms of the expected credit loss during the period of existence.

In determining whether credit risk has increased significantly since the initial recognition, the consolidated company considers reasonable and verifiable information (available at no excessive cost or investment), including qualitative and quantitative information, as well as analysis based on the consolidated company’s historical experiences, credit assessment and forward-looking information.

The consolidated company shall be deemed to be in default of the financial asset if the debtor of the contract payment is unlikely to meet his credit obligations to make the full payment to the consolidated company.

Expected credit loss during the life of a financial instrument refers to the expected credit loss arising from all possible defaults during the life of the financial instrument.

Twelve-month expected credit loss refers to the expected credit loss arising from the possible default of the financial instrument within twelve months after the date of the report (or a shorter period, if the expected duration of the financial instrument is shorter than twelve months).

The longest contract period during which the expected credit loss is measured is the longest contract period during which the consolidated company is exposed to credit risk.

The expected credit loss is the probabilistic weighted estimate of the credit loss during the expected life of the financial instrument. Credit losses are measured in terms of the present value of all cash shortfalls, the difference between the cash flows that the consolidated company can collect under the contract and the cash flows that the consolidated company expects to collect. The expected credit loss is discounted at the effective interest rate of the financial asset.

On each reporting date, the consolidated company evaluates whether there is a credit impairment in the debt securities on which financial assets are measured at

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Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

after-amortized cost and on which fair value is measured through other comprehensive income. When one or more events have occurred that adversely affect the estimated future cash flow of a financial asset, the financial asset has suffered a credit impairment. Evidence of credit impairment of financial assets includes observable information relating to:

  • major financial difficulties of the borrower or issuer;

  • default, such as delay or delay beyond a specified period;

  • for economic or contractual reasons related to the borrower's financial

  • difficulties, the consolidated company gives the borrower concessions that the borrower would not have considered;

  • the borrower is likely to file for bankruptcy or other financial restructuring; or

· the active market for the financial asset disappears due to financial difficulties. The loss allowance for a financial asset measured at its amortized cost is deducted from the carrying amount of the asset. The allowance for losses on debt instrument investments is measured at fair value through other comprehensive income. It is adjusted and recognized as other comprehensive income (without reducing the carrying amount of the assets).

When the consolidated company cannot reasonably expect to recover the financial assets as a whole or in part, it will directly reduce the total book amount of its financial assets. For the company, the consolidated company shall analyze the date and amount of the write-off on the basis of whether it is reasonable to expect recovery. The consolidated company does not expect a significant reversal of the write-off. However, financial assets that have been written off may still be enforced to comply with the procedures of the consolidated company for recovering overdue amounts.

(7) Financial assets de-recognition

When the Consolidated company terminates the contractual rights from the cash flow of such assets or has transferred the financial assets and almost all risks and returns of the asset ownership have been transferred to other enterprises, the financial assets shall be de-recognized.

Transactions in which the Consolidated company enters into transfers of financial assets that retain all or substantially all of the risks and rewards of ownership of the transferred assets continue to be recognized on the balance sheet.

2. Financial liabilities

Financial liabilities are classified as amortized costs or measured at fair value through profit or loss. Financial liabilities which are held for trading, derivatives or specified at the time of their original recognition are classified as being measured at fair value through profit or loss. Financial liabilities, measured at fair value through profit and loss, are

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Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

measured at fair value, and the associated net benefits and losses, including any interest expense, are recognized as profit and loss.

The effective subsequent interest method for other financial liabilities is measured at the amortized cost. Interest expenses and exchange gains and losses are recognized as gains and losses. Any benefit or loss at the time of discounting is also considered as profit or loss.

(1) De-recognition of Financial Libilities

The Consolidated company derecognizes financial liabilities when contractual obligations have been fulfilled, cancelled or matured. When the terms of a financial liability are modified and the cash flows of the modified liability differ materially, the original financial liability is derecognized and a new financial liability is recognized at fair value based on the modified terms.

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Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

When de-recognizing financial liabilities, the difference between carrying amount and the sum of paid or payable considerations (including any transferred non-cash capital or assumed liabilities) shall be recognized as gains and losses.

(2) Offset between Financial Assets and Liabilities

Financial assets and financial liabilities can be offset with each other and represented on the balance sheet with net value only when the Company has legal rights to offset and has the intention to deliver with net value as well as realize capital and liquidate the liabilities.

3. Derivative Financial Instruments

The Consolidated company holds derivative financial instruments to avoid foreign currency and interest rate risks. Embedded derivatives are separated from the main contract when specific conditions are met and the main contract is not a financial asset.

Derivative instruments are initially recognized at fair value and subsequently measured at fair value, and the resulting gain or loss is recognized directly in profit or loss.

(8) Inventory

Inventory shall be measured with the lower of the costs and net realizable value. The costs include the acquisition, production and processing costs enabling them to arrive at the available places and status and other costs, which are calculated according to the standard cost method, and priced at cost transferring according to weighted mean method. The costs of the inventory of finished products and products in process include the manufacturing costs amortized based on normal production capacity according to proper percentage.

Net realizable value refers to the estimated prices under normal operation deducting estimated costs to be needed for estimated completion and estimated costs to be needed for completing selling.

(9) Property, plant and equipment

1. Recognition and Measurement

Items of property, plant and equipment are measured at cost, including capitalized borrowing costs, less accumulated depreciation and any accumulated impairment.

Significant components of property, plant and equipment are treated as separate items (major components) when they have different life cycles.

Gain or loss on disposal of property, plant and equipment is recognized in profit or loss.

2. Subsequent Costs

Subsequent expenses are capitalized only when it is probable that future economic benefits will flow into the Company.

3. Depreciation

Depreciation is calculated based on the cost of the asset less its residual value and is

201

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

recognized in profit or loss using the straight-line method over the estimated useful life of

each component.

The land is not subject to depreciation.

The estimated useful lives for the current and comparative periods are as follows:

(1) Buildings 20-40 years

(2) Machinery 2-10 years

  • (3) Other equiment 2-10 years

The Company reviews the method of depreciation, durability and residual value at each reporting date and makes appropriate adjustments as necessary.

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Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

4. Reclassification to investment real estate

When real property for own use is reclassified to investment property, the real property is reclassified to investment property based on its carrying amount at the time of change of use.

(10) Investment real estate

Investment real estate means real property held for the purpose of earning rent or asset appreciation, or both, rather than for the purpose of production, provision of goods or services, or for administrative purposes. Investment real estate is originally measured by cost, and later measured by cost minus accumulated depreciation and accumulated impairment. The depreciation method, durable life and residual value shall be treated in accordance with the provisions of real estate, plant and equipment.

The disposal interest or loss of the investment real estate (calculated at the difference between the net disposal price and the account amount of the project) shall be recognized as the profit or loss.

The rental income of investment real estate is recognized as other income in the straight-line method during the lease term. The incentive to lease is recognized as part of the rental income during the lease term.

  • (11) Leasing

Effective from January 1, 2019

1. Judgment of lease

The consolidated company shall assess whether the contract is a lease or includes a lease on the date of formation of the contract. If the contract transfers control over the use of the identified assets for a period of time in exchange for consideration, the contract shall be a lease or includes a lease. To assess whether the contract is a lease, the consolidated company evaluates the following items:

(1) the contract relates to the use of an identified asset whose entity may distinguish or represent all of the actual production capacity if it is explicitly specified in the contract or by implication specified at the time of availability. If the supplier has a material right to replace the asset, the asset is not recognized; and

(2) the right to obtain almost all the economic benefits derived from the use of the identified assets throughout the use period; and

(3) acquire the right to dominate the use of the identified assets in one of the following circumstances:

· the consolidated company has the right to dominate the use and purpose of the identified assets throughout the use period; or

· decisions relating to the manner and purpose of use of the asset are made in advance, and:

203

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

The consolidated company has the right to operate the assets throughout the use period and the supplier has no right to change the instructions for such operations; or

The way in which the assets are designed by the consolidated company has determined in advance how and for what purpose they will be used throughout their lifetime.

2. The lessee

The consolidated company recognize the right-of-use assets and lease liabilities on the beginning date of the lease. Right-of-use assets are originally measured in terms of cost, which includes the original measured amount of lease liabilities, adjusts the lease beginning date or before payment of any rent payment, and the initial direct costs, and applied to removing the asset and restoring its location or the estimated cost of the underlying assets. It minuses the charge of any lease incentives at the same time.

204

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

Depreciation of right-of-use assets following the commencement of the lease shall be carried out by the straight-line method at the end of the useful life of right-of-use assets or earlier at the end of the lease term. In addition, the consolidated company will periodically evaluate whether there is any loss of right-of-use assets and deal with any loss that has occurred, and adjust the right-of-use assets in the case of lease liabilities.

Lease liabilities are defined as the present value of lease benefits not yet paid at lease commencement date. If the implied lease rate is easy to determine, the discount rate will be that rate, and if not, the incremental borrowing rate of the consolidated company will be used. Generally speaking, the consolidated company adopts its incremental borrowing rate as the discount rate.

Lease benefits measured in Lease liabilities include:

(1) fixed payments, including substantive fixed payments;

(2) depending on the variation of a certain index or rate of rent payment, the index or rate on the commencement date of the lease shall be used as the original measurement;

(3) the guaranteed amount of salvage value expected to be paid; and

(4) the price at which the option to exercise the option to purchase or terminate the lease will be reasonably determined or the penalty to be paid.

Lease liabilities is then calculated using effective interest method, and the amount was measured when:

(1) changes in the index or rate used to determine lease payments result in changes in future lease payments;

(2) the guaranteed amount of the residual value expected to be paid has changed;

(3) the evaluation of the underlying asset purchase option has changed;

(4) the estimate of whether to exercise the option of extension or termination has changed, which leads to the change of the assessment of the lease period;

(5) modification of the subject matter, scope or other terms of the lease.

Lease liabilities are remeasured due to the aforementioned changes in the index or rate used to determine lease payments, changes in the residual value guarantee amount, and changes in the evaluation of purchases, extensions or termination options, the book value of right-of-use assets should be adjusted accordingly. When the book value of right-of-use assets is reduced to zero, the remaining re-measured amount is recognized in profit or loss.

For the tease modifications about the reduced coverage, the book amount of right-of-use assets will be reduced to reflect partial or total termination of Lease, and the difference between Lease assets and Lease assets will be included in the profit and loss.

The consolidated company will express the right-of-use assets and lease liabilities that do not conform to the definition of investment real estate in the form of single line items in the balance sheet.

205

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

3. The lessor

The transaction in which the consolidated company is a lessor shall be classified as a financial lease or an operating lease on the date of establishment of the lease, depending on whether or not the lease contract is transferred to almost all the risks and rewards attached to the ownership of the underlying asset. In the evaluation, the consolidated company shall consider certain indicators, including whether the lease term covers the principal part of the underlying asset's economic life.

If the consolidated company is a sublease lessor, it will handle the master lease and the sublease transaction respectively, and evaluate the sublease transaction classification based on the right-of-use assets generated from the master lease. If the principal lease is a short-term lease and a recognition waiver is applicable, the sublease transaction shall be classified as an operating lease.

Applicable before January 1, 2019

  1. The lessee

The consolidated company leases offices and plants on an operating lease basis, and the rental payments are recognized as current expenses during the lease period on a straight-line basis.

2. The lessor

Operating leases are recognized as income during the lease period on a straight-line basis.

(12) Intangible assets

1. Recognition and measurement

Computer software acquired by the Consolidated company is measured at cost less accumulated amortization and accumulated impairment.

2. Subsequent expenditure

The subsequent expenditure can be capitalized only when they can increase the future economic benefits of relevant specific assets, and all of other expenditures are recognized as gains and losses when they occur, including the expenses for developing reputation and brand establishing.

3. Amortization

Amortization is calculated based on the cost of the asset less its estimated residual value, and is recognized in profit or loss using the straight-line method over the estimated useful lives of the Intangible assets, from one to five years from the time the assets reach a ready-for-use condition.

The Consolidated company reviews the amortization method, useful life and residual value of Intangible assets at each reporting date and makes appropriate adjustments as necessary.

206

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

(13 Non Financial Asset Impairment

At each reporting date, the Consolidated company assesses whether there is any indication that the carrying amount of non-financial assets (other than inventories, deferred income tax assets) may be impaired. If any indication exists, the recoverable amount of the asset is estimated.

For the purpose of impairment testing, cash inflows that are largely independent of other individual assets or groups of assets are treated as the smallest identifiable group of assets.

The recoverable amount is the higher of the fair value less costs to dispose of the individual asset or cash-generating unit or its value in use. If the recoverable amount of an individual asset or cash-generating unit is less than its carrying amount, an impairment loss is recognized. An impairment loss is recognized immediately in profit or loss and is reduced first by the carrying amount of goodwill amortized on the cash-generating unit and then by the carrying amount of each other asset in the unit in proportion to its carrying amount.

Non-financial assets other than goodwill are reversed only to the extent that they do not exceed the carrying amount (net of depreciation or amortization) that would have been determined had no impairment loss been recognized for the asset in prior years.

207

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

(14) Provisions

Provisions are recognized as present obligations due to past events that make it probable that the Consolidated company will need to expend economically efficient resources in the future to settle the obligation and the amount of the obligation can be reliably estimated.

The amount recognized in Provisions takes into account the risks and uncertainties of the obligation and is the best estimate of the payments required to settle the obligation at the end of the reporting period. If Provisions is measured at the estimated cash flows to settle this realistic obligation, the carrying amount is the present value of those cash flows.

(15) Income Recognition

Revenue from customer contracts

Income is measured in consideration for the expected entitlement to transfer goods or services. The consolidated company recognizes revenue from the transfer of control of goods or services to the customer in order to meet its performance obligations.

The consolidated company manufactures electronic components and sells them to manufacturers in the electronics industry. The consolidated company recognizes revenue at the time of the transfer of control over the products. Control transfer of the product means that the product has been delivered to the customer and the customer can fully determine the sales channel and price of the product, and there is no failure to fulfill obligations that would affect the customer's acceptance of the product. Delivery occurs when the product is shipped to a specific location, the risk of obsolescence and loss has been transferred to the customer, the customer has accepted the product in accordance with the sales contract, the acceptance terms have expired, or the consolidated company has objective evidence that all acceptance conditions have been met.

The consolidated company recognizes revenue on the basis of the net amount of the estimated discount deducted from the contract price, the amount of which is estimated based on past experiences, and only to the extent that there is a high probability that no significant turnaround will occur. As of the date of the report, the sales will expect to pay the customer for the discount, which is refunded as refund liabilities. The average credit period of sales is one hundred twenty days to one hundred fifty days, which is consistent with the practice of the same trade, so no financing elements are included.

The consolidated company shall recognize accounts receivable at the time of delivery of the goods, as the consolidated company shall have the right to receive unconditional consideration at that time.

The time between the transfer of goods or services from all customer contracts to the customer and the time between the customer's payment for the goods or services is

208

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

expected to be no more than one year, so the consolidated company does not adjust the time currency value of the transaction price.

  • (16) Employee Benefits

1. Defined Contribution Plan

The contribution obligation of the defined contribution pension plan is recognized as an expense in the period in which the employees render service to the Consolidated company.

2. Defined benefit plans

The Consolidated company’s net obligation to a defined benefit plan is measured by discounting the present value of future benefits earned by the employee's current or prior period of service, less the fair value of the plan assets.

The defined benefit obligation is actuated annually by a qualified actuary using the projected unit benefit method. When the results of the calculation are probable to be favorable to the Company, an asset is recognized to the extent of the present value of any economic benefits that may be obtained by returning a contribution from the plan or reducing future contributions to the plan. Any minimum funding requirement is taken into account in calculating the present value of economic benefits.

209

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

The remeasurement of the net defined benefit obligation, including actuarial gains and losses, compensation for plan assets (excluding interest), and any change in the impact of asset limits (excluding interest) is recognized immediately in other comprehensive income and accumulated in retained earnings. The Consolidated company determines net interest expense (income) for net defined benefit liabilities (assets) using the net defined benefit liabilities (assets) and discount rate determined at the beginning of the annual reporting period. Net interest expense and other costs for defined benefit plans are recognized in profit or loss.

When a plan is revised or curtailed, changes in benefits related to prior period service costs or curtailment gains or losses are recognized immediately in profit or loss. The Consolidated company recognizes gain or loss on the settlement of defined benefit plans when settlement occurs.

3.Short-term employee benefits

Short-term employee benefit obligations are recognized as an expense when services are provided. If the Consolidated company has a present legal or constructive obligation to pay for services rendered by employees in the past and the obligation can be estimated reliably, the amount is recognized as a liability.

(17) Share-based Payment Transaction

The value of Share-based benefit agreements shall be settled at the fair value on the date of grant, and an expense shall be recognized over the vesting period of the award and the relative equity shall be increased. The amount ultimately recognized is based on the amount of incentive payments made on the vesting date that meet the conditions of service and non-market vesting conditions.

The non vesting conditions of share-based payment rewards have been reflected on the fair value measurement on the grant date of share-based payment, and the difference between the expected and actual results are not required to check and adjust.

The fair value of the right to increase the value of the shares for cash delivery shall be the amount paid to the employee within the period of the employee's unconditional remuneration, and the expenses shall be recognized and the relative liabilities shall be increased. Any change in the liability, which is remeasured at the fair value of the rights to increase in value of the shares on the reporting and closing dates, is recognized as a profit or loss.

(18) Income Tax

Income taxes include current and deferred income tax asset. Except those related to enterprise consolidation and items directly recognized as equities or other comprehensive income, Current tax and deferred income tax asset shall be recognized as gains and losses.

Current income taxes include estimated income taxes payable or refund receivable based on current year taxable income (loss) and any adjustments to prior years' income taxes

210

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

payable or refund receivable. The amounts are measured at the best estimate of the amount expected to be paid or received at the statutory or substantive legislative rates in effect at the reporting date.

Deferred income tax assets are measured and recognized according to the temporary difference between the carrying amount and taxation basis of assets and liabilities with financial report objectives.

In case of any of the following situations, the temporary differences will not be recognized as deferred income tax assets:

  1. Those not belong to the assets or liabilities originally recognized in the transaction of enterprise consolidation, and not influencing accounting profits and taxation incomes (losses) during the transaction.

  2. Those generated due to investment subsidiary company and joint equities and likely to not to be returned in the foreseeable future.

  3. Original recognition of business reputation

Deferred income tax assets are measured according to the tax rate in the current period when the expected capital is realized or liabilities are liquidated, and based on the legal tax rate or substantial legal tax rate on the report day.

Only when the Consolidated company shall meet the following conditions at the same time, can the deferred income tax assets and deferred tax liabilities offset with each other:

  1. Having the legal execution right to make the current income tax assets and the current tax liabilities offset with each other: and

  2. Deferred income tax assets and deferred tax liabilities are related to one of the subjects of tax payment from which the same tax authority levies income tax;

  3. (1) Same subject of tax payment; or

  4. (2) Different subjects of tax payment, but all subjects intend to liquidate the current tax liabilities and assets based on net amount or at the same time realize assets and liquidate liabilities in each of the future periods when deferred income tax assets of major amounts are expected to be recovered and deferred tax liabilities expected to be liquidated.

Carry forward of unused taxation losses and unused income tax and deductible temporary differences are recognize as deferred income tax assets within the scope where the possible future taxable incomes are available. They are re-evaluated on each report day and deduct the income tax benefits which are not possible to be realized.

(19) Earnings per share

The Consolidated company lists the basic and diluted earnings per share of holders of

211

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

common stock equity of the Company. The basic earnings per share of the Consolidated company shall be calculated with the gains and losses of the holders of common stock equity of the Consolidated company divided by the weighted mean of current outstanding common shares. Diluted earnings per share shall be calculated after adjusting the influence of all potential diluted common shares of the gains and losses of the holders of common stock equity of the Company and the weighted mean of current outstanding common shares. The potential diluted common shares of the Consolidated company include convertible corporate bonds and stock options for employees.

(20) Segments

The operating segment is a component of the Consolidated company that engaging in operating activities that may earn income and incur expenses, including income and expenses related to transactions between other components of the Consolidated company. The results of operations of all operating segments are reviewed periodically by the Consolidated company’s chief operating decision maker to make decisions about the allocation of resources to those segments and to measure their performance. Separate financial information is available for each operating segment.

V. Primary Sources of Major Accounting Judgment, Estimate and Assumption Uncertainties

Management is required to make judgments, estimates and assumptions in preparing this consolidated financial statements in accordance with "Guidelines Governing the Preparation of Financial Reports by Securities Issuers" that will affect the adoption of accounting policies and the reported amounts of assets, liabilities, revenues and expenses. Actual results may differ from estimates.

The management authority continuously inspects the estimate and basic assumption, and accounting changes are recognized during the period of changes and the period of future to be influenced.

212

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

Accounting policies that involve significant judgment and that have a material effect on the amounts recognized in the consolidated financial statements of the Consolidated company are as follows:

(1) inventory evaluation

Since inventory must be measured at the lower of cost or net realizable value, the consolidated company estimates the reported amount of inventory due to normal wear and tear, obsolescence, or no market sale value on a daily basis and reduces the cost of inventory to net realizable value. The net realizable value of inventories may change significantly due to rapid changes in the industry and the introduction of new products. Please refer to Note vi (IV) for the inventory assessment.

(2) Refund liabilities

The consolidated company will estimate refund liabilities according to the nature and conditions of sales transactions, and will recognize them as sales income in the current period when the products are sold and continue to examine the reasonableness of the estimates. However, due to market price competition and product technology development and other factors, it may cause a significant adjustment of the estimated amount. Please refer to Note vi (XIV) for Refund liabilities estimates.

VI. Descriptions for important accounting items

  • (1) Cash and cash equivalents
Cash and cash equivalents
Petty cash
Demand deposits and check deposits
Time deposits
Cash and cash equivalents lised on the Statement
Dec. 31, 2019
$ 3,660
1,560,714
1,281,620
$
2,845,994

Dec. 31, 2018
2,719
1,137,826
307,526
1,448,071

Please refer to Note VI for the disclosure of the interest rate risk and sensitivity analysis of the financial assets of the consolidated company.

(2) Financial assets and liabilities

  1. Financial assets and liabilities measured at FVTPL:
Financial assets measured at FVTPL:
Non-derivative financial assets:
Listed stocks
Linked deposits
Total
Dec. 31, 2019
$ 20,931
219,103
Dec. 31, 2018

24,516

71,603

$
240,034



96,119

The Consolidated company’s linked deposits are initially recognized on the basis of the principal amount of the deposit contract, and the interest rate is calculated based on the change in the subject matter of the linked deposits, and the Consolidated company

213

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

receives the Interest income on a regular basis.

  1. Financial assets measured at FVTOCI
Financial assets measured at FVTOCI
Equity instruments measured at FVTOCI:
Domestic unlisted stocksKuang Ying Computer
Equipment Co., Ltd.
Domestic unlisted stocksAICP Technology
Corporation
Total
Dec. 31, 2019
$ 4,507
1,931
Dec. 31, 2018
12,541
10,000
22,541

$
6,438

214

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

The Consolidated company’s investments in these equity instruments are held as long-term strategic investments and are not held for trading purposes and therefore have been designated as measured at fair value through other comprehensive income.

The Consolidated company had no dividend income from Equity instruments measured at FVTOCI and no disposal of Equity instruments measured at FVTOCI for the years ended December 31, 2019 and 2018.

As of December 31, 2019 and 2018, the Consolidated company’s financial assets had not been pledged as security.

(3) Notes, accounts receivable and other receivables

Receivable notes
Accounts receivable
Other accounts receivable
Less: Provisions
Dec. 31, 2019
$ 15,257
5,957,860
222,320
(11,881)


Dec. 31, 2018
16,115
5,300,398
227,652
(9,466)
5,534,699

$
6,183,556

Please refer to Note VI (XXV)1.(3) Statement of Changes in Notes and Accounts ReceivableProvisions for the years ended December 31, 2019 and 2018 for details.

The Consolidated company assesses that a portion of the accounts receivable and other receivables held by the Consolidated company under the operating model of collecting cash flows and sales are measured at fair value through other comprehensive income as of December 31, 2019 and 2018, of which $497,928,000 dollars and $428,851,000 dollars respectively, and $0 and $50,970,000 dollars respectively, are accounts receivable.

Information of the factoring of accounts receivable of the consolidated company is

provided below: Unit: 1,000 TWD 1,000 in foreign currency

Dec. 31, 2019

Factored to Amount
derecognized
$ -
Amount can be
provided as
advance
Amount
provided as
advance
Transferred to
other
receivables
Interest rate
range
Other
importa
nt
matters
CTBC Bank 749,500
USD
25,000

-
- - None

Unit: 1,000 TWD 1,000 in foreign currency

Dec. 31, 2018

Factored to Amount
derecognized
$ 287,511
USD
9,361
Amount can be
provided as
advance
Amount
provided as
advance

235,467
USD
7,666
Transferred to
other
receivables
Interest rate
range
3.1%~3.73%
Other
importa
nt
matters
CTBC Bank
480,364
USD
15,639

50,970
USD
1,695
None

The above quota is used in a circular manner, and the outstanding accounts receivable sold by the consolidated company are purchased by China Trust without recourse. In

215

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

accordance with the terms of the sale and surrender contract, losses arising from commercial disputes (such as return of sales or concessions, etc.) shall be borne by the consolidated company and losses arising from credit risk shall be borne by such Banks.

As of December 31, 2018, to 2019, the retained accounts receivable for sale were $0, 000 and $50,970, respectively, and were transferred to other receivables.

216

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

(4) Inventory

Merchandise
Final goods
Work in progress
Raw materials
Goods in transit
Dec. 31, 2019
$ 494,396
706,097
444,416
292,094
39,018
Dec. 31, 2018

603,894

723,130

468,998

416,979
14,826
2,227,827

$
1,976,021

The Consolidated company’s inventories as of December 31, 2019 and 2018 including an allowance for inventory losses are $271,717,000 dollars and $255,887,000 dollars respectively.

The Consolidated company recognized inventory-related expenses and gains as follows:

Cost of goods sold
Losses on the price fall and scraping of inventory
Income from the sales of scraps and waste
Total
2019
$ 9,941,368
39,165
(359,571)
2018

9,213,704

48,379
(299,434)

$
9,620,962

8,962,649

As of December 31, 2019 and 2018, the Consolidated company’s inventories were not pledged as security.

(5) Change in ownership interest in a subsidiary

1.Disposal of a portion of the equity interest in a subsidiary without loss of control

In December 2019, the Consolidated company disposed of 10% of the shares of Lintes Technology Co, Ltd. with interest of $3,540,000 dollars.

The Consolidated company disposed of a total of 3.35% of the share of Lintes Technology Co. with interest of $66,890,000 dollars.

The effect of the change in the Consolidated company’s ownership interest in the above subsidiaries on the owners' equity attributable to the Parent Company is as follows:

Book value of disposed shares of subsidiaries
Consideration received from non-controlling interests
Exchange differences on the translation of foreign
financial statements
Capital reserve - the difference between the prices of
the actual acquired or disposed shares of
subsidiaries and their book values
2019
$ (979)
3,540
(1)
2018
(21,537)
66,890
170
45,523

$
2,560

217

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

2. Subsidiary Cash capital increase, the consolidated company did not subscribe in proportion to its shareholding, resulting in no loss of control

Lintes Technology Co., Ltd raised $479,108 from a capital increase of 6,000 new shares on December 10, 2008. The failure of the consolidated company to subscribe reduced its interest in Lintes Technology Co., Ltd by 6.13%.

Lintes Technology Co., Ltd., with a capital increase of $50 per share, issued 5,000 new shares on March 16, 2018, raising a total of $250,000. The number of shares subscribed for by the consolidated company was 3,028 thousand for an amount of $151,391 thousand, which increased the interest of the consolidated company in Lintes Technology Co., Ltd by 0.01% due to the non-subscription of the shares in proportion to its shareholding.

The effects of the changes in the consolidated company’s ownership interests of the subsidiaries mentioned above on the interests attributable to the owners of the parent are as follows:

Increase in equity after new shares were issued by
subsidiaries
Subscription amount not according to shareholding
percentage
Exchange differences on the translation of foreign
financial statements
Capital reserve - the recognition of changes in the
ownership interests of subsidiaries
2019 2018
$ 190,973
151,117
-
(151,391)
(82)
(1)
$
190,891
(275)

(6)Subsidiaries with significant non-controlling interests

The non-controlling interests of subsidiaries that are material to the Consolidated company are as follows:

company are as follows:
Name of Subsidiary
Lintes Technology Co., Ltd.
Main business
place/
The country
where the
company
registered
Taiwan
The percentage of
ownership interests and
voting interests in all
non-controlling
interests
Dec. 31,
2019
Dec. 31,
2018
47.87%
41.64%

The aggregate financial information of the above subsidiaries is as follows. The financial information has been prepared in accordance with International Financial Reporting Standards (IFRSs) approved by the Financial Supervisory Commission (FSC), and the financial information represents amounts before the elimination of intercompany transactions:

218

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

1. Comprehensive financial information of Lintes Technology Co., Ltd.:

Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net assets
Book value of non-controlling interests at the end of
the period
Dec. 31, 2019
$ 1,970,182
180,502
(649,878)
(11,443)
Dec. 31, 2018
1,439,118
110,428
(666,646)
(1,846)
881,054
365,829

$
1,489,363

$
714,874

219

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

Operating revenue
Net profit in the year
Other comprehensive income
Total comprehensive income
Net profit in the period attributable to non-controlling
interests
Total comprehensive income attributable to
non-controlling interests
Cash flows from operating activities
Cash flows from investing activities
Cash flows from financing activities
Effect of change in exchange rate
Increase in cash and cash equivalents
Dividends paid to non-controlling interests
2019
$
2,245,138
2018
2,122,938
250,336
(1,165)
249,171
100,182
99,348
2018
38,464
(63,296)
189,038
3,946
168,152
-

156,114
(6,122)

$
149,992

$
69,180

$
65,759

2019
$ 417,912
(91,247)
272,043
8,383

$
607,091

$
10,619

(7) Property, plant and equipment

The changes in the costs of the property, plant and equipment, losses on depreciation and impairment of the consolidated company are as follows:

Cost or deemed cost:
Balance on Jan. 1, 2019
Addition
Prepayment for equipment
transferred in
Completion of construction in
progress and acceptance of
equipment to be examined
Disposal
Reclassified into investment
property
Effect of change in exchange
rate
Balance on Dec. 31, 2019
Balance on Jan. 1, 2018
Addition
Prepayment for equipment
transferred in
Land
$ 76,980
-
-
-
-
(26,800)
(525)
Buildings

804,451
870
-
-
-

(15,857)
(29,725)


Machinery
2,680,672
182,269
650
10,300
(68,993)
-
(106,285)
Other

2,430,461

346,673

18,035

576,528

(519,830)
-
(110,967)
Construction
in progress
and
equipment to
be examined



Total
6,490,698
1,407,159
18,685
-
(588,823)
(42,657)
(279,424)
7,005,638
5,341,766
1,402,985
5,185

498,134

877,347

-

(586,828)

-
-
(31,922)

$
49,655

759,739

2,698,613

2,740,900

756,731

$ 76,298
-
-


653,902
-
-

2,447,016
278,208
-


1,819,753

781,527
5,185


344,797

343,250

-

220

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

Completion of construction in
progress and acceptance of
equipment to be examined
Disposal
Effect of change in exchange
rate
Balance on Dec. 31, 2018
-
-
682
162,586
-

(12,037)

12,497
(24,701)
(32,348)

5,813

(140,219)

(41,598)

(180,896)

-
(9,017)

-
(164,920)

(94,318)
$
76,980

804,451

2,680,672


2,430,461

498,134


6,490,698

221

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

Losses on depreciation and
impairment:
Balance on Jan. 1, 2019
Depreciation in the year
Disposal
Reclassified into
investment property
Effect of change in
exchange rate
Balance on Dec. 31, 2019
Balance on Jan. 1, 2018
Depreciation in the year
Disposal
Effect of change in
exchange rate
Balance on Dec. 31, 2018
Book value:
Balance on Dec. 31, 2019
Balance on Dec. 31, 2018
$ -
-
-
-
-
241,559
36,767
-
(1,386)
(10,422)

1,455,245

245,556
(42,249)

-
(62,627)

1,443,734

763,224

(512,757)
-

(65,720)

-

-

-
-
-
3,140,538
1,045,547
(555,006)
(1,386)
(138,769)
$
-

266,518

1,595,925


1,628,481
-
3,490,924
$ -
-
-
-

215,886
29,538
-
(3,865)


1,247,325

237,741
(17,053)
(12,768)


1,002,898

592,143

(127,100)

(24,207)

-

-

-
-

2,466,109
859,422
(144,153)
(40,840)
$
-

241,559

1,455,245


1,443,734
-
3,140,538
$
49,655

493,221

1,102,688

1,112,419
756,731
3,514,714

$
76,980

562,892

1,225,427

986,727

498,134

3,350,160

Subsidiary, Lotes Zhongshan Co., Ltd, acquired the land use rights for the construction of the new plant in 2017, and the acquisition cost was $183,934 thousand to list right-of-use assets in the account. As of 2019 and December 31, 2018, the accumulated expenditures (tax included) for the construction of the new plant were $622,147 thousand and $255,126 thousand respectively.

In April, 2019, subsidiary, Lotes Zhongshan Co., Ltd, signed the pre-purchase contract and decoration contract with zhongshan Willie and real estate development co., LTD. and Tianjin Xinhongyuan building decoration engineering co., LTD., respectively. As of December 31, 2019, has to pay the price of RMB 10.881 thousand and RMB 3.285 thousand respectively (account listed as other non-current assets), is expected to transfer the property in December 2020.

As of December 31, 2019, and December 31, 2018, real estate, plant and equipment were used as collateral for short-term loans and financing lines. Please refer to note 8 for details.

(8) Right-of-use assets

The changes in the costs of the lease of lands, buildings, machinery and other equipment, losses on depreciation and impairment of the consolidated company are as follows:

follows:
Cost of the right-of-use assets:
Balance on Jan. 1, 2019
Land Buildings
-
Machinery
equipment
-
Other
equipment
-
Total
-
$ -

222

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

Effects of retrospective application of
IFRS 16
Increase
Decrease
Balance on Dec. 31, 2019
246,746
235,843
243
5,396
488,228
-
35,288
474
-
35,762
(9,838)
(16,457)
(30)
(215)
(26,540)





$
236,908
254,674
687
5,181
497,450

223

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

Land
Construction
Equipment
Other
equipment
Total
Losses on the depreciation and impairment
of right-of-use assets:
Balance on Jan. 1, 2019
$ -
-
-
-
-
Depreciation in the year
5,375
112,130
717
2,446
120,668
Other decrease
(225)
(6,287)
(30)
(102)
(6,644)
Balance on Dec. 31, 2019
$
5,150
105,843
687
2,344
114,024
Book value:
Dec. 31, 2019
$
231,758
148,831
-
2,837
383,426
The Consolidated company leased plant, offices, warehouses and employee dormitories
under operating leases for the year ended December 31, 2018. For more details, please refer
to Note VI (16).
Investment property
The changes in the investment property of the consolidated company are as follows:
Land
Buildings
Total
Cost or deemed cost:
Balance on Jan. 1, 2019
$ 221,400
23,428
244,828
Transferred from property, plant and
equipment
26,800
15,857
42,657
Balance on Dec. 31, 2019
$
248,200
39,285
287,485
Balance on Jan. 1, 2018
$ 221,400
23,428
244,828
Balance on Dec. 31, 2018
$
221,400
23,428
244,828
Losses on depreciation and impairment:
Balance on Jan. 1, 2019
$ -
2,333
2,333
Depreciation
-
764
764
Transferred from property, plant and
equipment
-
1,386
1,386
Balance on Dec. 31, 2019
$
-
4,483
4,483
Balance on Jan. 1, 2018
$ -
1,761
1,761
Depreciation
-
572
572
Balance on Dec. 31, 2018
$
-
2,333
2,333
Book Value:
Dec. 31, 2019
$
248,200
34,802
283,002
Dec. 31, 2018
$
221,400
21,095
242,495
Fair value:


Dec. 31, 2019
$
322,604
Dec. 31, 2018
$
282,694
Land
$ -
5,375
(225)
Land
$ -
5,375
(225)
Construction
-

112,130

(6,287)
Equipment
-

717

(30)
Other
equipment
-
2,446
(102)
Other
equipment
-
2,446
(102)
Total
-
120,668
(6,644)

$
5,150


105,843


687

2,344

114,024

$
231,758

148,831
-
2,837

383,426
23,428
15,857

$
248,200

39,285



287,485

$ 221,400

23,428



244,828

$
221,400

23,428



244,828


$ -
-
-

2,333
764
1,386



2,333

764

1,386
$
-

4,483



4,483
$ -
-

1,761
572



1,761

572
$
-
2,333
2,333
$
248,200

34,802



283,002

$
221,400

21,095



242,495





$
322,604

$
282,694

The Consolidated company leased plant, offices, warehouses and employee dormitories under operating leases for the year ended December 31, 2018. For more details, please refer to Note VI (16).

(9) Investment property

Hengnan Deyi Property Development Co., Ltd. acquired the land use rights from Hunan Jialide Auction Co. in September 2019 and has paid the price of RMB$22,845,000 dollars

224

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

Other Land Construction Equipment equipment Total

(recorded as non-current assets) as of December 31, 2019 and expects to deliver the transfer in 2020.

225

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

As of December 31, 2019 and 2018, the Consolidated company’s investment properties were not pledged as security.

(10) Intangible assets

The changes in the cost and amortization of the intangible assets of the consolidated company are as follows:


Cost:
Balance on Jan. 1, 2019
Separate acquisition
Derecognition
Effect of change in exchange rate
Balance on Dec. 31, 2019
Balance on Jan. 1, 2018
Separate acquisition
Effect of change in exchange rate
Balance on Dec. 31, 2018
Losses on amortization and
impairment:
Balance on Jan. 1, 2019
Amortization in the year
Derecognition
Effect of change in exchange rate
Balance on Dec. 31, 2019
Balance on Jan. 1, 2018
Amortization in the year
Effect of change in exchange rate
Balance on Dec. 31, 2018
Book value:
Balance on Dec. 31, 2019
Balance on Dec. 31, 2018
Computer
software
$ 114,181
56,099
(590)
(3,469)



Other
600
-
-
-
Total

114,781
56,099
(590)
(3,469)
166,821

72,670
43,052
(941)
114,781
55,254
13,834
(590)
(1,466)
67,032
47,288
8,408
(442)
55,254
99,789
59,527

$
166,221
600

$ 72,070
43,052
(941)


600
-
-

$
114,181
600

$ 55,254
13,834
(590)
(1,466)



-
-
-
-

$
67,032
-

$ 47,288
8,408
(442)


-
-
-

$
55,254
-

$
99,189
600

$
58,927
600
The amortization expenses of the intangible assets of the consolidated company was
recognized in the following items in the Consolidated Statement of Comprehensive Income:
2019 2018
Operating cost
$
1,087 518
Operating expense
$
12,747 7,890

226

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

(11) Other financial assets

The details of the other financial assets of the consolidated company are as follows:

Other financial assets - current
Time deposits
Other financial assets - non-current
Time deposits
Dec. 31, 2019
$
-
Dec. 31, 2018
134,255
$
85,923

-

As of December 31, 2019 and 2018, none of the Consolidated company’s other financial assets had been pledged as security.

(12) Short-term loans

The details, conditions and terms of the short-term loans of the consolidated company are as follows:


Bank loans - credit loans
Credit not yet used

Bank loans - credit loans

Total
Credit not yet used
Dec. 31, 2019 Amount
$
29,980
Currency
USD


Interest rate range
2.54%
Dec. 31, 2018
Maturity
year
2020


$
3,158,700

Amount
$ 199,643
720,000
Currency
USD

TWD

Interest rate range
3.86%~3.99%
0.95%
Maturity
year
2019

2019



$
919,643

$
1,998,252

Please refer to Note VI (25) for information on the exposure to interest rate and foreign currency risk. In addition, the Consolidated company has pledged assets as collateral for short-term borrowings. Please refer to Note 8 for details.

Please refer to Note VI (25) for more information on the Consolidated company’s exposure to interest rate and foreign currency risk, Note 8 for information of the Consolidated company’s assets pledged as collateral for short-term borrowings, and Note 9 for information of the Company's bank loans and financing facilities are pledged as guaranteed notes.

(13) Lease liabilities

The book values of the lease liabilities of the consolidated company are as follows:

Current
Non-current
Dec. 31, 2019
$
94,851
$
60,560

For the maturity analysis, plese refer to Note VI (XXV).

227

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

The amounts recognized in the profit and loss are as follows:
Interest expense for lease liabilities
Income from the sublease of right-of-use assets
Expenses for short-term leases
2019
$
11,458
$
14,593
$
2,443

228

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

The amounts recognized in the Statement of Cash Flows are as follows:

Total cash outflow for leases

2019
$ 135,734

1. Lease of land, premises and buildings

The consolidated company leases land, premises and buildings for plant, office space and staff quarters. The lease term of the plant and office space is usually one to ten years, and the lease term of the staff quarters is three to eight years. Part of the lease includes an option to extend the lease at the end of the lease term. In cases where it is not reasonably determined to exercise an optional extension of Lease term, the relevant benefits for the period covered by the option are not included in the Lease liabilities.

The consolidated company is a sublease of right-of-use assets by business lease.

2. Other leases

The leasing period of machines and other equipment leased by the consolidated company shall be two to six years. In addition, the Lease term of some Lease contracts of the consolidated company is one year, and these leases are short-term subject leases. The consolidated company chooses to apply the exemption of relevant right-of-use assets and lease liabilities

(14) Refund liabilites - current

Refund liabilites - current

Dec. 31, 2019
$
157,256
Dec. 31, 2018

86,883

The refund liabilities are mainly the prepayments to customers for the sales discount and defects of electronic components.

(15) Provisions

Dec. 31, 2019 Dec. 31, 2018 Provisions - non-current Employee benefits $ 41,729 40,522

Employee benefits are estimated under the Consolidated company’s defined benefit plan; please refer to Note VI (17) for details.

(16) Operating lease

1. Lessee lease

The rental payments payable under non-cancellable operating leases are as follows:

Within 1 year
1-5 years
Dec. 31, 2018
$ 116,739
131,258

229

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

$ 247,997

The Consolidated company leases its plant, office, warehouse and staff quarters under operating leases for periods of 1-10 years.

For the year ended on December 31, 2018, the Consolidated company reported operating leases at an expense of $70,663,000 dollars.

230

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

2. Lessor lease

The consolidated company leases its investment real estate, which is classified as an operating lease because almost all risks and rewards belonging to the ownership of the underlying asset have not been transferred. Please refer to Note VI (IX) for details of the investment real estate.

Due date analysis of lease benefits to report the total amount of undiscounted lease benefits received in the future is shown in the following table:

Not more than 1 year
1-2 years
Total undiscounted lease payment
Dec. 31, 2019
$ 5,821
593
$
6,414

The lowest future lease payments receivable for the non-cancelable lease term are as follows:

follows:
Within 1 year
1-5 years
Dec. 31, 2018
$ 5,549
6,025

$
11,574

For the years ended on December 31, 2019 and 2018, the income tax generated in the investment property from rentals was $5,408,000 dollars and $5,143,000 dollars respectively, and the direct operating expenses (including maintenance) incurred in the

investment property from rentals were $875,000 dollars and $654,000 dollars respectively. (17) Employee benefits

1. Defined benefit plans

The reconciliation between the present value of defined benefit obligations and the fair value of plan assets of the Company is as follows:

Present value of defined benefit obligations
Fair value of plan assets
Net defined benefit liabilities
Dec. 31, 2019
$ 73,681
(31,952)
Dec. 31, 2018

72,724

(32,202)

$
41,729


40,522

The details of the employee benefits liability of the consolidated company are as follows:

Liabilities from paid leaves Dec. 31, 2019
$
14,674
Dec. 31, 2018

13,119

The defined benefit plan of the Company is contributed to special account of contribution for retirement of Bank of Taiwan. The retirement payment of each employee applicable to Labor Standards Law is calculated in accordance with the base obtained based on the length of service and the average salaries within six months before

231

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

retirement.

  • (1) Composition of Plan Assets

The retirement fund contributed by the Consolidated under the Labor Standards Law shall be controlled by the Labor Funds Operation Bureau of the Ministry of Labor (hereinafter referred to as the Labor Funds Bureau), and under the provisions of Measures on the Management and Application of Labor Retirement Funds, the annual minimum return settleed and distributed from the funds operation shall not be lower than the incomes calculated in accordance with the 2-year time certificate of deposit rate of the local banks.

232

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

As of the reporting date, the balance of the Company in the special account of contribution for retirement of Bank of Taiwan amounts to TWD 31,952,000 dollars. The data of the application of the labor retirement funds include funds yield and funds asset allocation, with details to be seen in the information released on the website of the Labor Funds Bureau.

(2) Changes in the present values of defined benefit obligations

Changes in the present values of defined obligations of the Company in 2019 and in 2018 are as follows:

Defined benefit obligation on January 1
Service cost and interest in the year
Remeasurement of net defined benefit liabilities
(assets)
Benefit paid by the plan
Defined benefit obligation on December 31
2019
$ 72,724
1,310
2,262
(2,615)
2018

72,626

1,476

(1,378)

-

$
73,681

72,724

(3) Changes in the fair value of plan assets

The changes in the fair value of defined benefit plan assets of the Company in 2019 and in 2018 are as follows:

Fair value of plan assets on January 1
Interest income
Remeasurement of net defined benefit liabilities
(assets)
Amount contributed to the plan
Benefit paid by the plan
Fair value of plan assets on December 31
2019
$ 32,202
319
1,114
932
(2,615)
2018

30,109

374

809

910

-

$
31,952

32,202

(4) Expenses recognized in profit or loss

The expenses of the Company recognized in profit or loss in 2019 and in 2018 are as follows:

as follows:
Service cost in the year
Net interest of net defined benefit liabilities
Operating cost
Promotion Expenses
Administration Expenses
R&D expenses
2019
$ 590
401
2018

576

526
$
991
1,102
$ 117
277
356
241


142

293

388

279
$
991

1,102

233

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

(5) Remeasurement of the net defined benefit liabilities (assets) recognized in other comprehensive income

Remeasurement of the accumulated net defined benefit liabilities (assets) of the Company recognized in other comprehensive income in 2019 and in 2018 are as follows:

follows:
Accumulated balance on January 1
Amount recognized in this period
Accumulated balance on December 31
2019
$ 3,043
(1,148)
2018
856
2,187

$
1,895

3,043

(6) Actuarial assumptions

The material actuarial assumptions used by the Company to determine the present

value if defined benefit obligations at the end of the reporting period are as follows:

Discount rate
Increase in future salary
Dec. 31, 2019
0.75%
2.00%
Dec. 31, 2018
1.00%
2.00%

The amount of appropriation for defined benefit plans within 1 year after the reporting date for the year ended on Dec. 31, 2019 is 916,000 TWD.

The weghted average duration of defined benefit plans is 11 years.

(7) Sensitivity analysis

The effects of changes in the main actuarial assumptions adopted on Dec. 31, 2019

and 2018 on the present value of defined benefit obligations are as follows:

Dec. 31, 2019
Discount rate
Increase in future salary
Dec. 31, 2018
Discount rate
Increase in future salary
Effects on defined benefit
obligations
Increased by
0.25%
Decreased by
0.25%
$ (2,069)
2,151
2,119
(2,049)
(2,095)
2,181
2,154
(2,079)
Increased by
0.25%
$ (2,069)
2,119
(2,095)
2,154

The sensitivity analysis above was based on the analysis of the effects of changes in a single hypothesis with other assumptions unchanged. Changes in many assumptions in practice may be interlinked. Sensitivity analysis is consistent with the method used to calculate the net pension liabilities on the balance sheet.

The methodology and assumptions used in the sensitivity analysis are the same.

2. Defined Contribution Plan

234

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

As to the defined contribution plan, the Consolidated company shall contribute the retirement funds of employees to the individual accounts for labor retirement funds of the Bureau of Labor Insurance according to 6% of the monthly salaries of labors under the provisions of Labor Pension Act. Under this plan, after contributing fixed amount to the Bureau of Labor Insurance, the Consolidated company will not assume the legal or constructive obligations of paying extra amount.

235

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

The pension expense under the defined contribution retirement funds of the Company in the year of 2019 and 2018 are TWD 9,032,000 and TWD 8,951,000 respectively, which have been contributed to the Bureau of Labor Insurance.

In accordance with the pension insurance system established by the government of the People's Republic of China, the subsidiaries in Mainland China make monthly contributions to employees' pension insurance based on a certain percentage of their salaries and wages. The monthly pension plan is administered and arranged by the government, and the above-mentioned company has no further obligation other than to make monthly contributions. The related pension expense for the years ended December 31, 2019 and 2018 were $195,676,000 dollars and $188,352,000 dollars respectively. (18) Income tax

1. The details of the income tax expense of the consolidated company are as follows:

Income tax expense in the year
Income tax generated in the year
Surtax on undistributed retained earnings
Adjustment of the income tax in the previous year
Deferred income tax expense
Change in income tax rate
Other deferred income tax expense (benefit)
Income tax expense
2019
$ 704,790
27,468
(17,187)
2018

483,727

6,448

(34,340)

715,071



455,835

-
(27,778)


(8,130)

(1,707)

$
687,293



445,998

The details of income tax expense (benefit) recognized in the other comprehensive income in 2019 and 2018 are as follows:

Items that will not be reclassified to profit or loss:
Remeasurement of defined benefit plan
2019
$
(230)
2018
463

The reconciliation between the income tax expense (benefit) and net profit before tax of the consolidated company in 2019 and 2018 is as follows:

Net profit before tax
Income tax calculated based on the tax rate of the place
where the Company located
Adjustments in accordance with tax laws in different
countries and regions
Adjustment of income tax rate
Underestimate (overestimate) in the previous year
Surtax on undistributed retained earnings
2019
$ 2,831,761
2018

2,154,297


895,013
(218,245)
-
(17,187)
27,468



662,596

(181,623)
(8,130)

(34,340)

6,448

236

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

Income basic tax
Total
244
1,047

$
687,293
445,998

237

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

Deferred income tax assets and liabilities

(1) Unrecognized deferred income tax assets

The item not recognized as deferred income tax assets by the consolidated company is as follows:

[Tax loss ]

Dec. 31, 2019
$
15,315
Dec. 31, 2018

15,729

The loss due to taxation is subject to the income tax law, and the net profit of the ten years before the loss is deducted by the tax collection authority. These items are not recognized as deferred income tax assets because it is not likely that the consolidated company will have sufficient tax offices for such temporary differences in the future.

Subsidiary Ememe Robot Co., Ltd., in accordance with the provisions of the income tax law, the losses of the previous ten years can be deducted from the net profits of the current year after being verified by the tax collection authority, and the income tax shall be verified again. As of December 31, 2019, the consolidated company had not yet recognized a loss of tax on its deferred income tax assets. The period of deduction is as follows:

[Ememe Robot Co., Ltd.: ]

Losses occurred in
2011 (approved)
2012 (approved)
2013 (approved)
2014 (approved)
2015 (approved)
2016 (approved)
2017 (approved)
2018 (applied)
2019 (estimated)
Losses to be
deducted
$ 9,714
14,184
14,550
6,246
8,951
10,166
6,828
3,237
2,697
$
76,573
The last year for the deduction
to be conducted
2021
2022
2023
2024
2025
2026
2027
2028
2029

(2) Recognized deferred income tax assets

Losses from inventory price drop and obsolescence
Unappropriated pension expenses
Losses from the price drop of fixed assets and idle
assets
Refund liabilites
Unrealized foreign exchange losses
Estimated expenses payable
Dec. 31, 2019
$ 20,587
492
44
43,772
15,423
35,246
Dec. 31, 2018

26,223

480

44

30,613

142

32,284

238

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

Remeasurement of defined benefit plan
Bad debt expense
Deferred income tax assets
8,238
8,008
123
128
$
123,925
97,922

239

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

2. Income Tax Approval

The approval on the filing of final income tax return of the Company has lasted till the year 2017 as required by the taxing authority.

(19) Capital and Other Equity

As of December 31, 2018 and 2019, the total authorized share capital of the Company was $1,550,000,000 dollars and $1,050,000,000 dollars with a par value of $10 per share, and the actual amount issued was $1,034,779,000 dollars and $934,779,000 dollars respectively.

On August 9,2018 and November 19, 2018, the Company's Board of Directors resolved to issue 10,000,000 new shares with a par value of $10 per share and an issue price of $140 per share by cash capital increase, with January 10, 2019 as the base date for the capital increase. This capital increase has been approved by the Financial Supervisory Commission and the statutory registration process was completed on January 23, 2019.

1. Capital reserve

The components of the Company's capital reserve are as follows:


Premium of issued shares
Change in the net value of the stock of subsidiaries and
associates accounted for using the equity method
Employee stock options
Dec. 31, 2019
$ 3,577,768

366,393
15,399

Dec. 31, 2018
2,277,768
172,942
15,399
2,466,109

$
3,959,560

In accordance with the Companies Act, capital surplus is required to cover losses first before new shares or cash can be issued in proportion to the shareholders' original shares. Realized capital surplus referred to in the preceding paragraph includes premiums from the issuance of shares in excess of par value and proceeds from gifts received. In accordance with the Regulations Governing the Issuer's Offerings and Issuance of Marketable Securities, the aggregate amount of capital surplus that may be capitalized each year shall not exceed 10% of the paid-in capital.

2. Retained earnings

In accordance with the Company's Articles of Incorporation, the Company shall, after the final settlement of each year's earnings, first complete tax contributions, make up for prior years' deficits and set aside 10% as legal reserve, except when the legal reserve has reached the level of total capital; the Company is required by law to set aside or reverse special reserve. In the case of unappropriated earnings for the same period, the Board of Directors shall propose a proposal for the distribution of earnings to the shareholders for resolution, and the dividend to be distributed shall not be less than 20% of the net profit for the year after taxation, after deducting the net income provided for by law.

The Company will take into account the environment and growth of the Company

240

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

and the distribution of earnings should take into account the Company's future capital expenditure budget and capital requirements, and pay cash dividends of not less than 10% of the dividends distributed in the current year.

  • (1) Legal reserve

If the Company has no deficit, it may, by resolution of the shareholders in general meeting, issue new shares or cash out of the legal reserve to the extent that such reserve exceeds 25% of the paid-in capital.

241

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

(2) Special reserve

When the Company distributes distributable earnings, the Company accounts for other shareholders' equity in the current year and provides a special reserve of the same amount from current period's profit or loss as the prior period's undistributed earnings, and a special reserve of the same amount from prior period's undistributed earnings is not distributed. If there is a subsequent reversal in the amount of other decreases in shareholders' equity, the reversal may be distributed in the form of a surplus.

(3) Earnings distribution

On June 14, 2019 and June 12, 2018, the Company's shareholders resolved to distribute earnings for the years 2018 and 2017, respectively, as follows:

2018 2018 2017
Payout ratio Amount Payout ratio Amount
(TWD) (TWD)
Distributed to the
holders of ordinary
shares:
Cash $ 8.70 900,258 5.50 514,128

On March 25, 2020, the Company's Board of Directors proposed a distribution of earnings for the year e2019, and the amount of dividends distributed to owners was as follows:


Distributed to the holders of ordinary shares:
Cash

Information on the distribution of earnings as proposed by the Board of Directors and resolved by the Shareholders' Meeting is available on the "Public Information Observation Post System".

3. Other equity

Other equity
Balance on Jan. 1, 2019
Exchange differences arising from the
translation of the net assets of
foreign operations
Unrealized losses from financial
assets measured at FVTOCI
Balance on Dec. 31, 2019
Exchange difference
between foreign
operating office’s
statement
$ (314,561)
(317,409)
-
Unrealized gain or
loss on Financial
assets measured at
FVTOCI

(2,459)

-
(16,103)
Total

(317,020)
(317,409)

(16,103)
$
(631,970)

(18,562)


(650,532)

242

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

Balance on Jan. 1, 2018
Adjustments for the
retrospective application of new
standards
Balance after the restatement on
Jan. 1, 2018
Exchange differences arising
from the translation of the net
assets of foreign operations
Unrealized losses from financial
assets measured at FVTOCI
Balance on Dec. 31, 2018
Exchange
difference
between foreign
operating
office’s
statement
$ (259,820)
-
Unrealized gain
or loss on
Financial assets
measured at
FVTOCI
Unrealized
gain or loss on
available-for-s
ale financial
instruments
Total

-
-
4,618
(4,618)

(255,202)

(4,618)
(259,820)

(54,741)
-

-

-
(2,459)

-
-

-


(259,820)
(54,741)
(2,459)
$
(314,561)


(2,459)


-

(317,020)

(20) Share-based payment

The following share-based payment transactions were performed by the consolidated company:

Date of offering
Amount offered
Target of offering
Vesting condition
Cash capital increase reserved for
employees to subscribe
Cash capital increase reserved for
employees to subscribe
Subsidiary The Company
Nov. 28, 2019
436,000 shares
Current employees
of subsidiaries
Immediate vesting
Nov. 22, 2018
314,500 shares
Current employees
of the Company
Immediate vesting

Lintes Technology Co., Ltd. estimated the fair value of the above Cash capital increase stock option to be $10.8 and recognized the cost of Share-based paymentCompensation of employees from the Cash capital increase stock option to be $4,709,000 dollars in 2019.

The estimated fair value of the above Cash Capital Increase stock option Date of offering was $34, and the cost of Share-based paymentCompensation of employees arising from the Cash Capital Increase stock option was $10,693,000 dollars in 2018.

(21) Earnings per share

The basic earnings per share and diluted earnings per share of the consolidated company were calculated as follows:

Net profit attributable to the Company in the year
Weighted average shares outstanding (1,000 shares)
Dilutive potential ordinary shares
Compensation of employees
2019
2,076,043
2018
1,608,567
103,231
278

93,478
322

243

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

Basic earnings per share
Diluted earnings per share
103,509 93,800
20.11 17.21
20.06 17.15

244

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

(22) Revenue from contracts with customers

  1. Please refer to Note XIV (III) and (IV) for the disclosure of disaggregation of revenue for the major products and major regional markets.

  2. Balance of Contract

nce of Contract
Contract liabilities Dec. 31, 2019 Dec. 31, 2018

6,160
2018.1.1

2,651
$
19,947

The amounts of beginning balances of contract liabilities as of Jan. 1, 2019 and Jan. 1, 2018 were respectively recognized as income of 5,825,000 TWD and 2,016,000 TWD for the year ended on Dec. 31, 2019 and 2018.

(23) Non-operating income and expense

1. Other income

The details of other income of the consolidated company are as follows:

Interest income
Income from cash dividends
Income from molding
Compensation from suppliers
Income from rentals
Income from the sales of developed products
Income from subsidies
Others
2019
$ 32,820
875
42,802
10,143
28,065
7,131
27,845
62,359
2018

14,387

443

74,342

8,745

12,126

8,642

31,924
51,120
201,729

$
212,040

2.Other income and losses

The details of other income and losses of the consolidated company are as follows:

Foreign exchange gain (loss)
Net profit or loss from the financial assets (liabilities)
meaured at FVTPL
Losses from the disposal of Property, plant and
equipment
Other
Total
2019
$ (58,026)
5,346
(27,655)
(25,450)
2018

34,358

(1,379)

(12,193)
(32,977)
$
(105,785)
(12,191)

3. Financial cost

The details of the financial cost of the consolidated compay are as follows:

Interest expense 2019
$
22,711
2018
18,468

245

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

(24) Remuneration for employees and directors, supervisors

In accordance with the Company's Articles of Incorporation, no less than 3% of the Company's annual profits shall be appropriated to the Compensation of Employees and no more than 3% to the Compensation of Directors and Supervisors; however, if the Company has accumulated losses, it shall retain the amount of compensation in advance and appropriate the Compensation of Employees and Supervisors in proportion to the aforementioned. The former Compensation of employees to whom stock or cash is issued may include employees of a subordinate company who meet certain criteria.

The estimated amount of compensation of employees for the years ended December 31, 2019 and 2018 was $73,054,000 dollars and $56,000,000 dollars respectively, and the estimated amount of compensation to directors and supervisors was $4,480,000 dollars. The Company's Net profit before tax for the period is estimated by multiplying the amount of the Company's Net profit before issing the compensation of employees and directors and supervisors by the proportion of the Company's compensation distribution to employees and directors and supervisors as provided in the Company's Articles of Incorporation, and is reported as operating costs or expenses for that period. If there is a difference between the actual distribution amount and the estimated amount for the following year, the change in accounting estimate is adjusted and the difference is recognized in profit or loss for the following year. In the event that the Board of Directors resolves to grant a compensation of employees by way of stock, the number of shares of stock-based compensation is calculated based on the closing price of the common stock on the day before the Board of Directors' resolution.

The actual allotment of compensation to employees, directors and supervisors for the year ended December 31, 2018 did not differ from the amount estimated in the Company's annual financial statements, and was paid in cash. The difference between the amount approved by the Board of Directors for the remuneration of employees, directors and supervisors in 2019 and the estimated amount in the individual financial statements in 2020 was $46,000 dollars.

(25) Financial instruments and fair value information

1. Credit risk

(1) Credit risk exposure

The carrying amount of a financial asset represents the maximum amount of credit risk. The maximum amount of credit risk exposure was $9,330,916,000 dollars and $7,185,909,000 dollars as of December 31, 2019 and 2018 respectively.

(2) Credit risk concentration risk

The customers of the consolidated company are concentrated in the high-tech computer industry. In order to reduce the credit risk of accounts receivable, the

246

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

consolidated company continuously evaluates the financial position of the customers and adjusts the transaction terms if necessary. The consolidated company on December 31, 2018, and in 2019, a single customer is more than 5% of the total accounts receivable, accounts receivable balance for five and three different customers, the consolidated company regularly assesses the possibility of accounts receivable collection and allowance for loss, and the total loss of total within the authorities expected.

(3) Impairment loss

The consolidated company for all notes receivable and accounts receivable adopts simplified approach to estimate the expected credit losses, i.e. using the term forecast credit losses measure, measure for this purpose, such as the notes receivable and accounts receivable department press on behalf of clients according to the terms of the contract to pay all amount due ability of credit risk characteristics shall be grouped together, and has set up into a forward-looking information. The expected credit loss analysis of notes receivable and accounts receivable of the consolidated company is as follows:

247

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

Not past due
1-30 days past due
31-60 days past due
61-120 days past due
121-180 days past due
181-270 days past due
271-365 days past due
More than 365 days past due
Not past due
1-30 days past due
31-60 days past due
61-120 days past due
121-180 days past due
181-270 days past due
271-365 days past due
More than 365 days past due
Dec. 31, 2019 Expected
credit loss in
the duration
of provision
983
1,327
538
32
53
-
47
5,612
Book value of
notes and
accounts
receivable
$ 5,558,158
328,542
79,760
614
381
-
50
5,612
Weighted
average
expected
credit loss rate

0.02%

0.39%

0.67%

5.21%

13.91%
50.00%

94.00%

100.00%
Dec. 31, 2018

$
5,973,117

8,592

Expected
credit loss in
the duration
of provision
1,296
467
386
352
7
5
508
5,544
Book value of
notes and
accounts
receivable
$ 4,996,416
275,988
35,081
2,927
28
10
519
5,544
Weighted
average
expected
credit loss rate

0.03%

0.17%

1.10%

12.03%

25.00%

50.00%

97.88%

100.00%

$
5,316,513

8,565

The changes in the provisions for notes and accounts receivable of the consolidated company in 2019 and 2018 are as follows::

Opening balance
Recognized impairment loss
Write-off in the period
Effects of exchange rate
Closing balance
2019


$
8,592
8,565

248

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

2. Liquidity risk

The contracts of financial liabilities are sorted by their maturity dates as follows. The

estimated interests are included, but the effect of net value agreement is excluded.

Dec. 31, 2019
Non-derivative financial liabilities:
Short-term loan
Notes payable
Accounts payable
Other payables
Lease liabilities
Dec. 31, 2018
Non-derivative financial liabilities:
Short-term loan
Notes payable
Accounts payable
Other payables
Book Value

$ 29,980
19,000
1,885,062
964,415
155,411
Contract
Cash flow

30,172

19,000

1,885,062

964,415
165,242
Within
6 months

30,172

19,000

1,885,062

964,415
54,559
6-12 months

-

-

-

-
46,417
1-2years
-
-
-
-
41,233
2-5years
-
-
-
-
23,033
More than 5
years
-
-
-
-
-

$
3,053,868

3,063,891

2,953,208

46,417

41,233

23,033
-


$ 919,643
45,396
1,743,472
830,541


925,206

45,396

1,743,472
830,541


785,736

45,396

1,743,472
830,541


139,470

-

-
-


-
-
-
-

-
-
-
-
-
-
-
-

$
3,539,052

3,544,615

3,405,145
139,470 - - -

The consolidated company does not anticipate that the cash flows analyzed at maturity date will alter significantly or that the actual amounts will vary significantly.

3. Market risk - exchange rate risk

(1) Exposure to exchange rate risk

The consolidated company’s financial assets and liabilities exposed to significant foreign currency exchange rate risk are as follows:

Financial assets
Currency
USD
RMB
HKD
JPY
EURO
INR
VND
Dec. 31, 2019 Dec. 31, 2019
TWD
11,624,983
744,979
27,904
23,054
80,425
2
22

Foreign
Currency
(Note)
$ 387,757
173,383
7,250
83,529
2,394
4
17,980

Rate
29.9800
4.2975
3.8490
0.2760
33.5900
0.4791
0.0012

249

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement



Financial liabilities
Currency
USD
RMB
HKD
JPY
EURO
MOP
VND
Financial assets
Currency
USD
RMB
HKD
JPY
EURO
Financial liabilities
Currency
USD
RMB
HKD
JPY
Dec. 31, 2019 Dec. 31, 2019
TWD
6,665,126
160
7,793
6,590
1,531
3
17

TWD
9,921,912
437,209
7,790
2,820
34,809
5,712,149
76
8,641
86

Foreign
Currency
(Note)
Rate
$ 222,319 29.9800
37
4.2975
2,025
3.8490
23,878
0.2760
46 33.5900
1
3.8490
14,361
0.0012
Dec. 31, 2018

Foreign
Currency
(Note)
$ 323,031
97,695
1,987
10,135
989
$ 185,973
17
2,204
308

Rate
30.7150
4.4753
3.9210
0.2782
35.2000
30.7150
4.4753
3.9210
0.2782

Note: The foreign currencies denominated in the non-functional currencies of the consolidated entities include items that have been eliminated in the consolidated financial statements for inter-group transactions.

Because the Consolidated company has a wide range of functional currencies, it has adopted a consolidated approach to disclose exchange gain or loss on monetary items, with foreign currency exchange losses (realized and unrealized) of $58,026,000 dollars and gains of $34,358,000 dollars for the years ended 2019 and 2018

250

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

respectively.

251

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

(2) Sensitivity analysis

The Consolidated company’s exchange rate risk primarily comes from foreign currency-denominated cash and cash equivalents, accounts receivable and other receivables, loans, accounts payable and other payables, resulting into gains and losses of conversion of foreign currency when exchanging. As of December 31, 2019 and 2018, if TWD had depreciated or appreciated by 1% relative to foreign currencies held by the Company and all other factors remained constant, net income would have increased or decreased by $46,561,000 dollars and $37,469,000 dollars respectively for 2019 and 2018. The same basis is used for both phases of analysis.

4. Market risk - changes in interest rates

The interest rate risk of the consolidated company mainly comes from the bank deposit and short-term loan of floating rate, so the interest rate change will cause the effective interest rate of bank deposit and short-term loan to change accordingly, and the future cash flow will fluctuate.

The following sensitivity analysis is based on the risk of interest rate shocks reported by financial instruments on the date of coverage. For floating rate liabilities, the analysis is based on the assumption that the reported amount of daily outstanding liabilities is current throughout the year. The rate of change used by the consolidated company in reporting interest rates to the main management is 1% up or down, which represents the management's assessment of the reasonable range of possible interest rate changes.

The Consolidated company’s financial assets with variable interest rates at December 31, 2019 and 2018 were $1,882,046,000 dollars and $1,651,143,000 dollars respectively, and its financial liabilities were $0 and $919,643,000 dollars respectively. If interest rates had increased or decreased by 1%, the Consolidated company’s net income would have increased or decreased by $15,056,000 dollars and decreased or increased by $5,852,000 dollars for 2018 and 2019, respectively, with all other variables held constant.

5. Market risk - fair value

(1) Fair value and carrying amount

The management of the consolidated company believes that non-derivative short-term financial instruments should be estimated at their fair value based on their book value on the balance sheet, and that their book value should be a reasonable basis for the estimated fair value because of the near maturity of such commodities. This method is applied to cash and equivalent cash, notes receivable and payable, accounts receivable and payable, other receivables and payables, deposit margin and short-term borrowings.

In addition to the above financial instruments, the fair value and book value information of the remaining financial instruments and investment real estate of the

252

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

consolidated company on the financial reporting date are as follows: consolidated company on the financial reporting date are as follows: consolidated company on the financial reporting date are as follows: consolidated company on the financial reporting date are as follows:
Dec. 31, 2019 **Dec. 31, ** 2018
Book Fair Book Fair
Value value Value value
The parts measured at fair value:
Financial assets:
Financial assets measured at FVTPL - $ 240,034 240,034 96,119 96,119
current
Financial assets measured at FVTOCI - 6,438 6,438 22,541 22,541
current
Not measured at fair value:
Non-financial assets:
Investment property 283,002 322,604 242,495 282,694

253

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

  • (2)The evaluation techniques used to determine fair value are as follows

  • A.When financial assets are quoted publicly in an active market, this market price is the fair value. When market prices are not available, estimates are made by reference to quoted counterparties or using valuation techniques. The estimates and assumptions used are consistent with the information used by market participants as estimates and assumptions in pricing financial instruments.

  • B.The fair value of investment properties is based on the evaluations of independent evaluators with recognized professional qualifications and recent experience in the area and type of investment properties evaluated.

  • (3) Fair value hierarchy

The following table analyzes the fair value hierarchy of financial instruments and investment property by valuation. Each fair value hierarchy is defined as follows:

  • D. Level 1: Publicly quoted prices (unadjusted) in an active market for identical assets or liabilities.

  • E. Level 2: Input parameters for an asset or liability are observable either directly (i.e., prices) or indirectly (i.e., derived from prices), except for publicly quoted prices included in Level 1.

  • Level 3: Input parameters for an asset or liability are not based on observable market information (non-observable parameters).

Dec. 31, 2019
The parts measured at fair value:
Financial assets measured at
FVTPL
Financial assets measured at
FVTOCI
Not measured at fair value:
Investment property
Dec. 31, 2018
The parts measured at fair value:
Financial assets measured at
FVTPL
Level 1
$ 20,931
-
Level 2

-
-
Level 3
219,103
6,438

Total

240,034
6,438
246,472
322,604
Total

96,119
$
20,931
-
225,541

$
-
-
322,604
Level 1
$ 24,516
Level 2

-

Level 3
71,603

254

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

Financial assets measured at
FVTOCI - current

Not measured at fair value:
Investment property
- 10,000

12,541

22,541
118,660
282,694
$
24,516
10,000 84,144

$
-

-

282,694

255

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

  • (4) Table of details of the changes in financial assets (liabilities) measured at fair value and classified into level 3

Unit: 1,000 TWD

Nam e 2019 Closing
balance
219,103
6,438
$ Opening
balance
71,603
12,541
Profit an d Losses
Recognized
in other
comprehensi
ve income
-
(16,103)
Incr e ase
Transferred
to level 3
-
10,000
Recognized
in profit or
loss
(9,461)
-
Purchase
313,922
-
Financial assets measure
Financial assets measure
Nam
Financial assets measure
Financial assets measure
Derivative financial asset
d at FVTPL
d at FVTOCI
e
$
84,144
(9,461)
(16,103)
313,922
10,000
(156,961)
225,541

2018

Closing
balance
71,603
12,541
-
$ Opening
balance
106,100
-
-
Profit a nd Losses Incr e ase
Transferred
to level 3
-
-
-
Recognized
in profit or
loss
(1,194)
-
-
Recognized
in other
comprehensi
ve income
-
(2,459)
-
Purchase
601,820
15,000
-
d at FVTPL
d at FVTOCI
s for hedging
$ 106,100 (1,194) (2,459) 616,820 - (635,123) 84,144

For the years 2019 and 2018, unrealized gains or losses on assets held at the end of the reporting period amounted to $411,000 dollars and $466,000 dollars respectively.

  • (5) Quantitative information on the fair value measurement of significant non-observable input values (level 3)

The consolidated company through the profit and loss of fair value as the third level measured at the fair value of financial assets in 2019 and on December 31, 2018, are respectively $219,103 thousand and $71,603 million yuan, because there was no active market public offer reference and counterparties, and because in practice, it can't fully grasp the major unobservable input value and the fair value of the relationship, so it did not reveal the quantitative information. The quantitative information list of the other significant unobservable input values measured at fair value at third level is as follows:

Item Valuation
technique
Significant
unobservable inputs
Relationship
between
significant
unobservable
inputs and fair
value

256

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

Financial assets Comparable ‧The multiple of ‧The
higher
the
measured at Company book-to-Market ratio
multiple,
the
FVTOCI
investment in
equity
instruments with
no active market
Analysis 0.74-0.80 as of Dec.
31, 2019 and
1.19-1.21 as of Dec.
31, 2018
‧Discount for lack of
marketability:
14.8%~16.8% as of
higher the fair
value
‧The
higher
the
discount for lack
of marketability,
the lower the fair
value
Dec. 31, 2019 and
Dec. 31, 2018
" Net asset value ‧Net asset value ‧Positive
method correlation with
fair value

257

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

(6) The fair value is classified in the third level of the evaluation process

The fair value of the consolidated company is measured using the unobservable input value, which is classified as the third level. The input value of this level is based on the price provided by the counterparty quotation or the price-to-market ratio multiplier of the market comparable company, etc., and relevant quotation and evaluation data are properly kept. The evaluation results are then checked to ensure consistency with the evaluation sources and to ensure that the evaluation results are reasonable.

(7) The fair value measurement of the third level and the sensitivity analysis of the fair value to the reasonable alternative hypothesis

The fair value measurement of financial instruments by the consolidated company is reasonable, but different evaluation models or evaluation parameters may result in different evaluation results. For financial instruments classified as level 3, if the evaluation parameters change, the impact on current profits and losses or other comprehensive income is as follows:

Dec. 31, 2019
Financial assets measured at
FVTOCI
investment in equity instruments
with no active market
Dec. 31, 2018
Financial assets measured at
FVTOCI
investment in equity instruments
with no active market
Input Rise or
Drop
The change of fair
value reflected in the
profit or loss in the
period
The change of fair
value reflected in the
profit or loss in the
period
The change of fair
value reflected in other
comprehensive income
The change of fair
value reflected in other
comprehensive income
Favorable
change
Adverse
change
Favorable
change
Adverse
change
The
multiple of
book-to-Ma
rket ratio
Discount for
lack
of
marketabilit
y
The
multiple of
book-to-Ma
rket ratio
Discount for
lack
of
marketabilit
y
5%
1%
1%
1%
-
-
-
-
-
-
-
-
171
51
114
172

(178)

(58)

(115)

(115)

Favorable and unfavorable changes in the Consolidated company’s fair value represent fluctuations in fair value, which is calculated by using a valuation technique based on unobservable input parameters of varying degrees. Where the fair value of a financial instrument is affected by more than one input, the above table only reflects the effect of changes in a single input and does not take into account correlation and variability between inputs.

258

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

(26) Financial Risk Management

  • 1.The Consolidated company is exposed to the following risks from the engagment of

  • financial instruments:

  • (1) Credit risk

(2)Liquidity risk

(3) Market risk

This note presents the Consolidated company’s risk information for each of these risks and the Consolidated company’s objectives, policies and procedures for measuring and managing risk. For further quantitative disclosures, please refer to the respective notes to the consolidated financial statements.

2. Risk Management Structure

The Chairman has the sole responsibility for establishing and overseeing the Consolidated company’s risk management structure and reports regularly to the Board on its operations.

259

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

The Consolidated company’s risk management policy is designed to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor compliance with the risks and risk limits. The Consolidated company develops a disciplined and constructive control environment through training, management guidelines and operating procedures to enable all employees to understand their roles and responsibilities.

The Board of Directors of the Consolidated company oversees how management monitors compliance with the Consolidated company’s risk management policies and procedures and reviews the appropriateness of the Consolidated company’s risk management framework in relation to the risks it is exposed to. Internal auditors assist the Consolidated company’s Board of Directors in its oversight role. These personnel conduct regular and exceptional reviews of risk management controls and procedures and report the results of these reviews to the Board of Directors.

3. Credit risk

Credit risk is the risk of financial loss arising from the failure of the Consolidated company’s customers or counterparties to fulfill their contractual obligations, mainly from the Company's accounts receivable from customers and investments in securities.

(1) Accounts receivable and other receivables

The Consolidated company’s credit risk exposures are primarily depended on each customer's individual circumstances. However, management also considers statistical information about the Consolidated company’s customer base, including the risk of default in the customer's industry and country, as these factors may affect credit risk. Approximately 78% and 85% of the Consolidated company’s revenue for 2018 and 2019, respectively, were derived from sales to customers in Mainland China, which resulted in a significant concentration of regional credit risk.

The Consolidated company has established a credit policy whereby the Consolidated company is required to analyze the credit rating of each new customer individually before granting standard payment and delivery terms. Credit sales limits are established on an individual customer basis and are reviewed periodically; customers who do not meet the Group's benchmark credit rating may only transact business with the Consolidated company on a pre-collection basis.

In monitoring customers' credit risk, customers are grouped according to their credit characteristics, including whether they are individuals or legal entities, age of accounts, maturity dates and pre-existing financial difficulties. The Consolidated company maintains a Provisions account to reflect estimates of losses on accounts receivable and other receivables.

(2) Use of funds

260

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

The Consolidated company’s investments in equity securities are placed through a centralized trading market and therefore have no significant credit transaction risk.

The credit risk of bank deposits, fixed income investments and other financial instruments is measured and reported to the Chairman of the Board of Directors by the Consolidated company’s finance department. Since the Consolidated company’s counterparties are creditworthy banks and financial institutions with investment grade or above, there are no significant performance concerns and therefore no significant credit risk.

4.Liquidity risk

Liquidity risk is the risk that the Consolidated company will not be able to deliver cash or other financial assets to settle its financial liabilities and will not be able to meet its related obligations. The Consolidated company’s approach to manage liquidity risk is to ensure that the Consolidated company has sufficient liquidity to meet its liabilities as they fall due under normal and stressful circumstances and that there is no risk of unacceptable loss or damage to the Consolidated company’s reputation. In addition, the Company has entered into unused borrowing lines totaling $3,158,840,000 in 2019 to cover unanticipated payments.

5. Market risk

Market risk is the risk that changes in market prices, such as changes in exchange rates, interest rates, and prices of equity instruments, will affect the Consolidated company’s revenue or the value of financial instruments held by the Consolidated company. The objective of market risk management is to manage the exposure to market risk to an acceptable level and to optimize investment returns.

The Consolidated company engages in derivative transactions in order to manage market risk. All transactions are executed in accordance with the guidelines of the Board of Directors.

(1) Exchange rate risk

The Consolidated company uses derivative transactions to hedge exchange rate risk due to its exposure to exchange rate risk arising from sales and purchase transactions that are not denominated in the Consolidated company’s functional currency. Gains or losses on foreign currency assets and liabilities arising from changes in exchange rates are largely offset against natural hedges. Derivative transactions can help the Consolidated company reduce, but still not completely eliminate, the impact of changes in foreign currency exchange rates.

The Consolidated company periodically reviews individual foreign currency assets and liabilities for exposures and hedges against such exposures.

(2) Interest rate risk

261

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

The Consolidated company’s interest rate risk arises primarily from variable rate bank deposits and short-term borrowings, and changes in interest rates will cause future cash flows to fluctuate as the effective interest rates on bank deposits and short-term borrowings change.

(3) Equity instrument price risk

Changes in the price of equity securities at the reporting date (on the same basis for both periods and assuming no change in other factors) would have the following effects on the consolidated income statement:


Security price as of
the reporting date
Other
comprehensi
ve income
after tax
$
64
Other
comprehens
ive income
after tax
225

Increased by 1%
Decreased by 1%
$ (64) (209) (225)

(27) Capital management

It is the Board's policy to maintain a sound capital base to maintain the confidence of investors, creditors and the market and to support the development of future operations. Capital consists of the Consolidated company’s share capital, capital surplus and retained earnings. The Board of Directors controls the rate of return on capital and also controls the level of dividends on ordinary shares.

In order to maintain or adjust its capital structure, the Consolidated company may adjust dividends paid to shareholders, reduce capital to refund shareholders, issue new shares or sell assets to settle liabilities.

262

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

The Consolidated company controls its capital on a debt-to-capital ratio basis. The ratio is calculated by dividing net debt by total capital. Net debt is total liabilities less cash and cash equivalents as shown on the balance sheet. Total capital represents all components of equity (i.e., equity, capital surplus, retained earnings and other equity) plus net debt. The debt-to-capital ratio at the reporting date is as follows:


Total liabilities
Less: Cash and cash equivalents
Net liabilities
Total equity
Debt-to-capital ratio
Dec. 31, 2019
$ 3,734,967
(2,845,994)
Dec. 31, 2019
$ 3,734,967
(2,845,994)
Dec. 31, 2018
3,918,726
(1,448,071)
2,470,655
9,871,482
20.02%

$
888,973

$
12,545,225

6.62%

(28) Investment and fund raising activities for non-cash transactions

Please refer to Notes VI(8) and VI(13) for information on the consolidated company’s non-cash trading investments and fundraising activities for Right-of-use assets acquired under leases during 2019.

The reconciliation of the consolidated company’s liabilities from fundraising activities for the years ended December 31, 2019 and 2018 was as follows:

Short-term loan
Lease liabilities
Total liabilities from
financing activites
2019.1.1
Cash flow
$ 919,643
(890,590)
241,482
(115,118)
Non-cash change
Other
Change in
exchange
rate
Change in
fair value
Dec. 31,
2019

-
927
-
29,980

35,762
(6,715)
-
155,411


$ 1,161,125
(1,005,708)




35,762
(5,788)
-
185,391



Short-term loan
Total liabilities from
financing activites
2018.1.1
Cash flow
$ 600,832
311,641
Non-cash change
Other
Change in
exchange
rate
Change in
fair value
Dec. 31,
2018

-
7,170
-
919,643


$
600,832
311,641



-
7,170
-
919,643


VII. Related party transactions

  • (1) Parent company and ultimate controller: The Company is the ultimate controller of the Company and the Company's subsidiaries.

  • (2) Names and relationships of related parties

The related parties with whom the Company had transactions during the period covered

by these consolidated financial statements are as follows:

Name of Related Party

Relationship with the Company

263

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

Key management personnel

Including the directors, supervisors, managers and their families and spouses

264

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

(3) Material transactions with the related parties

1. Lease

The Consolidated company leases warehouses from major management personnel and enters into one-year lease contracts with a total value of $60,000,000 dollars with reference to the neighboring warehouse rental quotes (per year). For the year ended December 31, 2018, rent expense was $60,000 dollars and there was no outstanding balance at December 31, 2018. The lease transaction was evaluated in accordance with IFRS 16 on January 1, 2019. The lease option was extended for one year and right-of-use assets of $118,000 dollars and Lease liabilities of $118,000 dollars were recognized, interest expense of $1,000 dollars was recognized in 2018 and the balance of Lease liabilities as of December 31, 2019 was $59,000 dollars.

In January 2018, the Consolidated company leased warehouses from related parties and entered into one-year leases with reference to the neighboring warehouses' rental quotes, with a total contract value of $60,000 dollars. For the year ended December 31, 2018, rent expense was $60,000 dollars and there was no outstanding balance at December 31, 2018.

(4) Major management personnel transaction

Related compensation includes:

Major management personnel transaction
Related compensation includes:
Short-term employee benefits
Post-employment benefits
Share-based payment
2019
$ 50,134
865
432
2018

44,307

867

1,190
$
51,431

46,364

VIII. Pledged assets

As of 2019 and December 31, 2018, property, plant and equipment to provide financial institutions of financing guarantee loan contracts have expired without a renewal, and they have receive a liquidation proof of the bank. However, the pledged note cancellation procedures have not yet been completed. The book value of the relevant land is $28,250 thousand, and the book value of the housing construction is $16,368 thousand and $16,300 thousand respectively.

IX. Significant contingent liabilities and unrecognized contractual commitments

(1) Significant unrecognized contractual commitments:

As of December 31, 2019, The company's subsidiary, Lotes Zhongshan Co., Ltd., had signed and unpaid major plant construction contracts, with the value of approximately RMB 37,421 yuan.

The consolidated company had entered into outstanding information system related

265

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

contracts as of December 31, 2019 for an amount of approximately $43,050.

  • (2) The issuance of guarantee notes for bank loans, financing lines and derivative financial commodity transactions:

[Guaranteed notes ]

Dec. 31, 2019 Dec. 31, 2018 $ 2,358,960 2,304,320

X. Significant Disaster Loss: None.

XI. Significant post-period events: None.

266

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

XII. Others

(1) Employee benefits, depreciation, depletion and amortization functions are summarized below:

below:
By function
By nature

2019
2018
Operation
cost
Operation
expense
Total Operation
cost
Operation
expense
Total
Employee benefit
expense
Salaries expense
Labor insurance and
health insurance
expenses
Pension expense
Compensation of
directors
Other employee benefit
expenses
Depreciation expense
Amortization expense
1,752,546
312,817
312
-
125,533
851,362
1,087
1,005,440

113,169

9,713
5,584

105,999

315,617

12,747
2,757,986

425,986

10,025

5,584

231,532
1,166,979

13,834
1,762,808

324,911

333

-

91,604

686,205

518

855,281

99,078

9,720
4,457

86,082

173,789

7,890
2,618,089

423,989

10,053

4,457

177,686

859,994

8,408

XIII. Disclosing information

  • (1) Major Transaction Details

In accordance with the Guidelines Governing the Preparation of Financial Reports by

Securities Issuers, the Company should disclose the following information about significant transactions in 2019:

1. Capital Lending to Others :

Unit: 1,000 TWD 1,000 in foreign currency

No. Lender Borrower Item Related
Party

Max Amount
for the term

e
Balance at the
nd
Actual
Lending
Amount
Interest
rate
Nature
of the
lending

Business
Amount
Purpose f or
the lending
Allowance
for bad debt
Collateral Collateral Individual
Limit
(Note)
Overall limit
(Note)

Name
Value
0
The Company Lotes
Guanghou
Co., Ltd
intracom
pany
transacti
on
Y 137,748
(RMB30,000)
(
128,925
RMB30,000)


85,950

5%
2 -
Working
Capital
- None
-
2,363,065 4,726,130

Note: The amount of the Company's financing to a single party shall not exceed 20% of the Company's net worth.

The total amount of funds lent by the Company to others shall not exceed 40% of the Company's net worth.

2. Endorsement :

Unit: 1,000 TWD /1,000 in foreign currency

Endorsee

267

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement


No.

Name of the
Company that
provides the
endorsement

Company
Name
Relatio
nship
(Note 1)

Ceiling on
amount of
endorsement
for a enterprise
(Note 2)

Balance of the
ceiling
endorsement fee
in the period

Ending balance
of the
endorsement fee

Amount
actually used
Amount of
endorsement
backed by
assets
Percentage of the
accumulated amount
of endorsement in the
net value of current
financial statement
(%)


Ceiling on
amount of
endorsement
(Note 2)

Endorsement
made by parent
company to
subsidiary

Endorsement
made by
subsidiary to
parent company

Endorsement
made to any
party in
Mainland
China
0
0
0
0
0
1
2

The
Company

"


"


"


"


Lotes G

Lintes
Technology
Co., Ltd.
REKA
Technology
Co., Ltd.
Lotes Suzhou
Co., Ltd
Lotes
Guanghou Co.,
Ltd and Lotes
Suzhou Co.,
Ltd
Lotes
Guanghou Co.,
Ltd
Lintes
Technology
Co., Ltd.
uREKA
Technology
Co., Ltd.

Lintes
Technology
(Suzhou) Co.,
Ltd.
2
2

2

2
2
1
2
2,363,065
2,363,065
2,363,065
2,363,065
2,363,065
905,665
744,681

35,000

158,000
(USD5,000)

474,000
(USD15,000)

948,000
(USD30,000)

100,000

94,800
(USD3,000)

252,800
(USD8,000)

35,000


149,900
(USD5,000)


449,700
(USD15,000)


899,400
(USD30,000)

-


89,940
(USD3,000)


179,880
(USD6,000)

-


-


-


-
-


-


-
-
-
-
-
-
-
-
0.30%
1.27%
3.81%
7.61%
0.00%
1.99%
12.08%
5,907,663
5,907,663
5,907,663
5,907,663
5,907,663
2,264,164
1,489,363

Y

"

"

"

"

N

"
N
"
"
"
"
"
"
N
Y
"
"
N
"
Y
  • Note 1: There are seven types of relationship between the Endorser and Endorsee, which can be marked:

  • (1) Companies with business dealings.

  • (2) Companies in which the company directly and indirectly holds more than 50% of the voting rights.

  • (3) Companies that hold more than 50% of the voting rights in the company, both directly and indirectly.

  • (4) The Company owns, directly and indirectly, more than 90 percent of the voting shares.

  • (5) Company that is mutually insured under a contract between its peers or co-manufacturers based

on the need to perform the work.

  • (6) Company in which all of the contributory shareholders have given their endorsement in proportion to their shareholding in the joint venture.

  • (7) Intercompany performance guarantees and guarantees for pre-sale contracts in accordance with

the Consumer Protection Act.

  • Note 2: (1) The amount of the Company's guarantee for a single corporate endorsement shall not exceed

  • 20% of the net worth of the Company

The aggregate amount of the Company's guarantees under external endorsement shall not exceed 50% of

the net worth of the Company.

268

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

  • (2) The amount of Lotes Guanghou Co., Ltd's guarantee for a single corporate endorsement is limited

to not more than 20% of the net worth of the company.

The aggregate amount of Lotes Guanghou Co., Ltd's external endorsement guarantees is limited to an amount not exceeding 50% of the Company's net worth.

  • (3)The amount of Lintes Technology Co., Ltd.'s guarantee for a single corporate endorsement is limited to not more than 50% of the net worth of the company.

The aggregate amount of Lintes Technology Co., Ltd.'s external endorsement guarantees is

limited to an amount not exceeding 100% of the Company's net worth.

  1. Securities Held at the End of Fiscal Period ( excluding the equity of controlled by subsidiaries, affiliated companies, or joint company ):

Unit: 1,000 TWD

Company which
holds securities
Category and name of
security
Relationship with the
issuer of the security
Listed as End of the fiscal period End of the fiscal period End of the fiscal period End of the fiscal period Note
Shares Book Value Shareholding
**proportion **
Fair value
"


"

"

"

"

"
Grand-Tek
Technology Co., Ltd.
APAQ Technology
Co., Ltd.
OtO Photonics Inc.
Lucemitek Co., Ltd
Radinet
Communications Inc.
Kuang Ying
Computer Equipment
Co., Ltd.
AICP Technology
Corporation

None

"
"
"

"

"

"
Financial assets
measured at
FVTPL - current
"
"
"
"
Financial assets
measured at
FVTOCI -current
"
163,980
345,000
1,368,800
1,169,977
600,000
1,500,000
400,000

7,166

13,765

-

-

-

4,507

1,931

0.67 %

0.41 %
5.35 %
17.33 %
18.37 %

5.73 %

5.33 %
7,166
13,765
-

-

-

4,507
1,931


Note
Note
Note

Note: All of them were recognized in losses.

  • 4.The cumulative purchase or sale of the same securities amounted to at least NT$300 million or 20% of the paid-in capital: None.

  • 5.Acquisition of real property amounting to NT$300 million or 20% or more of the paid-in capital:

==> picture [446 x 104] intentionally omitted <==

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

Unit: 1,000 TWD
If the counterparty is a related party, the
information of its previous transfer shall be
provided
The company Amount of Payment Counterpart Relations Owner Relationship Date of Reference Purpose of Other
which acquired Name of Date of Transaction condition y of hip with the transfer Amount for pricing the agreed
the property Asset occurence (Note 2) (Note 2) transaction Issuer acquisition matters
andthe
condition
of use
Lotes Zhongshan Plant (Note Oct. 2017 ~ 782,965 622,147 Chongqing None - - - - Bidding For the None
Co., Ltd. 1) Dec. 2019 Chuangyou constructio
Construction n of a plant
Group, etc
----- End of picture text -----

Note 1: Build the factory by own contracting committee.

Note 2: The conversions were made at the exchange rates prevailing on the balance sheet date.

  • 6.Disposal of real property amounting to NT$300 million or 20% or more of paid-in

  • capital: None.

269

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

The amount of sales to or from related parties is at least $100 million or 20% of the paid-in capital:

Unit:1,000TWD Unit:1,000TWD Unit:1,000TWD Unit:1,000TWD Unit:1,000TWD Unit:1,000TWD Unit:1,000TWD Unit:1,000TWD Unit:1,000TWD
The company which
purchases (sells)
products
Name of
Transaction
Counterparty
Relationship Condition of Transaction Situation and reason for
the conditions of
transaction to be different
from the ordinary ones
Notes and accounts
receivable (payable)


Remarks

Purchase
(sales)
Amount Percentage
in total
goods
purchased
(sold)
Credit
period
Unit Price
Credit period
Balance Percentage in
the notes and
accounts
receivable
(payable)
Xincheng
Development Co.,
Ltd.
"

REKA Technology
Co., Ltd.
"

"

"

"

"
Lotes Guanghou Co.,
Ltd
"

Lintes Technology
(Suzhou) Co., Ltd.
Lotes Hengnan Co.,
Ltd.
The
Company
Lotes Suzhou
Co., Ltd
The
Company
Lotes
Guanghou
Co., Ltd
Shenzhen
Deyi
Automation
Technology
Co., Ltd.
Zongka
Technology
(Shenzhen)
Co., Ltd.
Lotes
Hengnan Co.,
Ltd.
"

REKA
Technology
Co., Ltd.
Lotes
Hengnan Co.,
Ltd.
Lintes
Technology
Co., Ltd.
Zongka
Technology
(Shenzhen)
Co.,Ltd.
Subsidiary

The
surrogate
parent
company
are the
same parent
company
Subsidiary
The
surrogate
parent
company
are the
same parent
company
"

"


"

"

"


"

Subsidiary

The surrogat
Net revenue
from the
goods sold

Net expense
from the
goods
purchased
Net revenue
from the
goods sold

Net expense
from the
goods
purchased
Net revenue
from the
goods sold
Net revenue
from the
goods sold
Net expense
from the
goods
purchased
Net revenue
from the
goods sold
Net expense
from the
goods
purchased
Net expense
from the
goods
purchased
Net revenue
from the
goods sold
Net revenue
from the
goods sold


1,268,540


1,329,762


6,889,368


8,600,315


186,915


484,499


412,163


188,008


2,021,115


306,804


1,898,007


101,724

95.40 %
100.00 %

74.57 %

95.06 %

2.02 %

5.24 %

4.56 %

2.03 %

30.37 %

4.61 %

97.34 %

18.26 %
settled by
month at
intervals of
90 days
"
"
"
"
"
"
"
"
"
"
"
-

-
-
-
-
-
-
-
-
-
-
-
No significant
difference
"
"
"

"
"
"
"
"
"
"
"
211,482
(235,988)
2,045,852
(1,529,888)
57,618
279,910
(69,406)
62,237
(383,871)
(23,620)
297,411
37,700

89.14%

100.00%

59.16%

(47.64)%

1.67%

8.09%

(1.94)%

2.01%

(32.23)%

(1.98)%

92.90%

23.15%
  1. Amounts due from related parties amounting to at least NT$100 million or 20% of

paid-in capital:

Unit:1,000TWD Unit:1,000TWD Unit:1,000TWD Unit:1,000TWD
Related party with accounts
receivable by the Company
Name of
transaction
counterparty

Relationship
Balance of
receivalbes
from the
related party
Turnover
Ratio
Past due receivables from the
related party
Receivables from
the related party
Amount received
after the period
ended


Appropriated
Allowance

Amount of
loss
Amount Solution
Xincheng Development Co.,
Ltd.
REKA Technology Co., Ltd.
The Company
"
Subsidiary
"
211,482
2,045,852

4.61

3.77

-

-
120,019
1,214,382

-

-

270

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

"

"

Lotes Suzhou Co., Ltd
Good Hope Investments
Limited
Lotes Guanghou Co., Ltd
Lintes Technology (Suzhou)
Co., Ltd.
Lotes
Guanghou
Co., Ltd
Zongka
Technology
(Shenzhen)
Co., Ltd.
Xincheng
Development
Co., Ltd.
REKA
Technology
Co., Ltd.
"

Lintes
Technology
Co.,Ltd.
The surrogate
parent
company are
the same
parent
company
"
"
Parent
company
The surrogate
parent
company are
the same
parent
company
Subsidiary
383,871
279,910
235,988
927,013
1,529,888
297,411

5.51

2.10

4.46

-

7.29

7.09

-

-

-
-

-

-
374,967
90,369
235,986
-
1,318,337
264,469

-

-

-
-

-

-

271

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

9. Engagment in derivative transactions:

Unit: 1,000 TWD /1,000 in foreign currency

Company
conducting
transaction
Investment target Transaction
date
Maturity date
Contract
period
Contract Price Profit or loss
from investment
The Company
"
"
"
"
Swap contract of metal
products
Swap contract of metal
products
Swap contract of metal
products
Forward exchange
Forward exchange
Aug. 30, 2019
Aug. 30, 2019
Aug. 30, 2019
Nov. 21, 2019
Nov. 21, 2019
Oct. 1, 2019
Oct. 31, 2019
Nov. 29, 2019
Dec. 23, 2019
Dec. 31, 2019
32
62
91
32
40
USD
468
USD
470
USD
471
USD
1,100
USD
900

(876)

(537)

(1,041)

248

285

10.Business relationships and material transactions between parent and subsidiaries:

Business relationships and significant intercompany transactions for the year ended December 31, 2019:

Unit: 1,000 TWD

Unit: 1,000 TWD Unit: 1,000 TWD Unit: 1,000 TWD Unit: 1,000 TWD
No. Name Transaction with Relationship
Transaction in 2019
Subject Amount Term Operating revenue
Accounting for total assets
0

0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
The Company

"
"
"
"

"
"
"
"
"

"

"
"

"
"

"
"
"
"

"
"
"
"
"
"
"
"

"
"

"
"

"
Ememe Robot Co., Ltd
"
"
"
Lintes Technology Co., Ltd.
"
"
"
"
Jiayu Investment Co., Ltd.
LOTES USA, INC.
"
LOTES EU GmbH
"
Xincheng Development Co., Ltd.
"
"
"
REKA Technology Co., Ltd.
"
"
"
"
"
"
"
Lotes Guanghou Co., Ltd
"
Compertum Microsystems Inc.
"
Lotes Suzhou Co., Ltd
"
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
Other income
Accounts receivable
Administration fee
Other accounts receivable
Other income
Net revenue from the goods
sold
Net expense from the goods
purchased
Accounts payable
Other accounts receivable
Other income
Administration fee
Other accounts receivable
Administration fee
Other payables
Accounts payable
Net expense from the goods
purchased
Other payables
Selling expenses
Accounts receivable
Accounts payable
Sale of fixed assets
Net expense from the goods
purchased
Sales Revenue
Other accounts receivable
Other payables
Other income
Other accounts receivable
Interest income
Other income
Other accounts receivable
Sales Revenue
Accounts receivable
162
2,982
3
2,272
258
118
13,798
7,063
165
34
22,006
169
6,271
3,017
211,482
1,268,540
65
185
12,129
2,045,852
427
6,889,368
26,949
652
2,756
701
86,308
1,444
7
215
18
18
Same as other transactions
"
"
"
"
"
"
"
"
"
"
"
"
"
"
"
"
"
"
"
"
"
"
"
"
"
"
"
"
"
"
"
-%
0.02%
-%
0.01%
-%
-%
0.09%
0.04%
-%
-%
0.15%
-%
0.04%
0.02%
1.30%
8.41%
-%
-%
0.07%
12.55%
-%
45.66%
0.18%
-%
0.02%
-%
0.53%
-%
-%
-%
-%
-%

272

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
.
1
1
1
1
1
1
1
1
1
1
1
1
1
1
2
2
2
2
2
2
2
2
2
2
2
Lotes Guanghou Co.,
Ltd

"

"

"

"

"

"


"

"

"

"


"

"

"

"

"


"

"

"

"
"

"

"


"

"

"

"

"

"


"

"


"


"

"

"
Lotes Suzhou Co., Ltd

"

"

"

"


"

"


"

"

"

"
REKA Technology Co.,
Ltd.
"
"
"
"
"
Lotes Suzhou Co., Ltd
"
"
"
Lotes Hengnan Co., Ltd.
"
"
"
"
Zongka Technology
(Shenzhen) Co., Ltd.
"
"
"
"
"
Shenzhen Deyi
Automation Technology
Co., Ltd.
"
"
"
"
"
Lintes Technology
(Suzhou) Co., Ltd.
"
Lotes Zhongshan Co., Ltd
"
"
Guangzhou Leside
Technology Co., Ltd.
"
"
"
Xincheng Development
Co., Ltd.
"
"
"
Zongka Technology
(Shenzhen) Co., Ltd.
"
Lintes Technology
(Suzhou) Co., Ltd.
"
"
"
"
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3

3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
Accounts receivable
Accounts payable
Purchasing for the
term
Sales Revenue
Other accounts
receivable
Other payables
Purchasing fixed
assets
Sales Revenue
Purchasing for the
term
Accounts receivable
Accounts payable
Mold purchasing
Accounts receivable
Accounts payable
Sale of fixed assets
Sales Revenue
Administration fee
Accounts receivable
Accounts payable
Other accounts
receivable
Purchasing for the
term
Sales Revenue
Other income
Accounts receivable
Accounts payable
Other accounts
receivable
Sales Revenue
Purchasing for the
term
Other income
Sales Revenue
Accounts receivable
Other accounts
receivable
Purchasing for the
term
Accounts payable
Accounts receivable
Other accounts
receivable
Sales Revenue
Other income
Sales Revenue
Accounts receivable
Accounts payable
Purchasing for the
term
Sales Revenue
Accounts receivable
Sales Revenue
Purchasing for the
term
Accounts payable
Other accounts
receivable
Accounts receivable
1,529,888
383,871
2,021,115
8,600,135
19,950
4,538
14,427
5,582
5,188
2,544
1,401
306,804
100
23,620
4,871
305
710
696
78
17
574
2,215
203
826
314
13
8,811
479
146
87,675
34,765
2,634
33,354
36,125
292
11
323
100
1,329,762
235,988
2,323
3,454
20,562
8,248
17,998
2,030
497
3,477
9,434
Same as others

"

"

"

"

"


"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"



"

"

"

"

"

"

"

"

"

"

"

"

"

"

"
9.39%
2.36%
13.39%
57.00%
0.12%
0.03%
0.10%
0.04%
0.03%
0.02%
-%
2.03%
-%
0.14%
-%
-%
-%
-%
-%
-%
-%
0.01%
-%
-%
-%
-%
0.06%
-%
-%
0.58%
0.21%
0.02%
0.22%
0.22%
-%
-%
-%
-%
8.81%
1.45%
0.01%
0.02%
0.14%
0.05%
0.12%
0.01%
-%
0.02%
0.06%

273

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

2
2
2
2
2
2
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
4
4
4
4
4
4
4
4
5
5
5
6
6
6
6
Lotes Suzhou Co., Ltd

"

"


"

"

"

REKA Technology
Co., Ltd.

"

"


"

"

"

"


"


"


"

"

"

"


"

"


"
Lotes Hengnan Co.,
Ltd.

"

"


"

"


"

"

"
"

"
Lintes Technology
(Suzhou) Co., Ltd.

"

"
Zongka Technology
(Shenzhen) Co., Ltd.

"

"


"
Lintes Technology
(Suzhou) Co., Ltd.
"
Shenzhen Deyi
Automation Technology
Co., Ltd.
"
"
Lintes Technology Co.,
Ltd.
Xincheng Development
Co., Ltd.
"
Zongka Technology
(Shenzhen) Co., Ltd.
"
"
"
Good Hope Investments
Limited
Ememe Robot Co., Ltd
Lotes Hengnan Co., Ltd.
"
"
"
Shenzhen Deyi
Automation Technology
Co., Ltd.
"
Lotes Zhongshan Co., Ltd
"
Shenzhen Deyi
Automation Technology
Co., Ltd.
"
Zongka Technology
(Shenzhen) Co., Ltd.
"
Lotes Suzhou Co., Ltd
"
"
"
Lotes Zhongshan Co., Ltd
"
Lintes Technology Co.,
Ltd.
"
"
Shenzhen Deyi
Automation Technology
Co., Ltd.
"
Lotes Zhongshan Co., Ltd
"
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3

3
3
3
3
3
3
3
3
3
3

3
3
3
3
3
3
3

3
3
Other income
Sale of fixed assets
Sales Revenue
Purchasing for the
term
Accounts receivable
Purchasing for the
term
Purchasing for the
term
Accounts payable
Sales Revenue
Purchasing for the
term
Accounts receivable
Accounts payable
Accounts payable
Accounts receivable
Sales Revenue
Accounts receivable
Purchasing for the
term
Accounts payable
Sales Revenue
Accounts receivable
Sales Revenue
Account receivable
Sales Revenue
Accounts receivable
Sales Revenue
Accounts receivable
Sales Revenue
Purchasing for the
term
Accounts payable
Accounts receivable
Sales Revenue
Accounts receivable
Sales Revenue
Accounts payable
Accounts receivable
Purchasing for the
term
Sales Revenue
Purchasing for the
term
Accounts payable
9,315
3,319
43,522
1,195
19,865
32
58,582
23,371
484,499
10,810
279,910
412
927,013
8,420
188,008
62,237
412,163
69,406
186,915
57,618
80,541
84,662
16,973
6,975
101,724
37,700
24,336
135
146
1,462
19,858
21,508
1,898,007
6,752
297,411
12
1,533
72,484
78,505

與一般交易相同

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"



"

"

"

"

"

"

"
0.06%
-%
0.29%
-%
0.12%
-%
0.39%
0.14%
3.21%
0.07%
1.72%
-%
5.69%
0.05%
1.25%
0.38%
2.73%
0.43%
1.24%
0.35%
0.53%
0.52%
0.11%
0.04%
0.67%
0.23%
0.15%
-%
-%
-%
0.13%
0.13%
12.58%
0.04%
1.82%
-%
0.01%
0.48%
0.48%

Note 1: The number should be filled in as follows:

1.0 refer to parent company

2.Subsidiaries are numbered by company, starting with the Arabic numeral 1.

Note 2:The type of relationship with the counterparty is indicated below:

1.Parent company to subsidiaries

  1. Subsidiaries to parent company

  2. 3.Subsidiaries to subsidiaries

274

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

(2) Information on Reinvestment Business:

Information on the Company's investees in 2019 was as follows (excluding investees in

China):

China): China): China): China):
Unit:1,000TWD
Name of
the
company
investing
Name of
investee
company
Location Main
business
Initial investment
amount (Note 1)
Shares held at the end of the
fiscal period
Gain/loss of
investee company
in the fiscal
period

Gain/loss in the
investment
recognized in the
fiscal period
Remarks
End of this
period
End of the
previous year
Shares Percentage Book Value
The Company
"
"
"
"
The Company
"
Lotes
Investment Ltd.
Good Hope
Investments
Limited
"
Guansi
Development
Co., Ltd.
Zhaxi
Investment
Co., Ltd.
Jiayu
Investment
Co., Ltd.
"
"
Lintes
Technology
Co., Ltd.
"
Jilong Co., Ltd.
Lotes
Investment Ltd.
Good Hope
Investments
Limited
Guansi
Development
Co., Ltd.
Zhaxi Investment
Co., Ltd.
Jiayu Investment
Co., Ltd.
Lotes USA, Inc.
LOTES EU
GmbH

Loteson
International
Investments
Limited
Xincheng
Development
Co., Ltd.
REKA
Technology Co.,
Ltd.
Jae You Co., Ltd.
Wangden
Investments
Limited (HK)
Ememe Robot
Co., Ltd
Compertum
Microsystems
Inc.
Lintes
Technology Co.,
Ltd.
Pure Fortune
Limited
Jilong Co., Ltd.
Rihui Co., Ltd.
Samoa
"
"
Anguilla, British
West
4F, No. 15, Wuxun
St., Anle Dist.,
Keelung City
888 SW 5TH AVE
800 PORTLAND
OR 97204
Ulmenstrabe 23-
25 ,60325
Frankfurt am
Main,
Hong Kong
Samoa
Unit 51 51F Tower
1 Silvercord
Canton RD
Tsimshatsui
Hong Kong
Hong Kong
New Taipei City
New Taipei City
New Taipei City
Samoa
Samoa
Samoa
Holding and
investment
businesses
"
"
"
General
investment
Market
development
Market
development
Holding and
investment
businesses
Telecommunic
ation services
and sales of
connectors for
consumer
electronics
industry
Telecommunic
ation services
and sales of
connectors for
consumer
electronics
industry
Holding and
investment
businesses
Holding and
investment
businesses
Electric
Appliance and
Audiovisual
Electric
Products
Manufacturing
Electronic
Parts and
Components
Manufacturing
Electronic
Parts,
Components,
Electrical
Machinery,
Supplies
Manufacturing
Sales of
connectors for
telecommunica
tion industry
and for
consumer
electronics
industry
Holding and
investment
businesses
Holding and
investment
businesses
780,979
12,030
600,092
14,990
690,000
74,950
3,359
780,979
2,998
3,036
600,102
14,990
69,600
13,164
486,926
-
148,401
148,401

800,126

12,325

614,805

15,358

690,000

76,788

3,520

800,126

3,072

3,111

614,815

15,358

69,600

-

487,426
3,809

152,039

152,039

26,050,000

401,281

20,016,426

500,000

69,000,000

2,500,000

100,000

26,050,000

100,000

101,281

20,016,756

500,000

6,960,000
1,316,400

29,712,788

-


4,950,000

4,950,000
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
94.37%
46.74%
52.13%
-%
100.00%
100.00%
4,392,104
1,537,963
1,902,509
111,720
876,828
48,441
3,711
4,528,344
1,737
609,188
1,919,200
111,720
(5,085)
12,935
778,420
-
169,589
169,589

805,171

35,733

227,196

13,707

103,213

(7,389)

2,008

805,171

(38)

35,771

227,196

13,707

653

(489)

156,114
-

51,537

51,537

783,455

35,733

220,478

13,707

103,334

(7,389)

2,008

805,171

(38)

35,771

227,196

13,707

616

(229)

94,931
-

39,325

39,325
Note 2

Note 2











Note 2
Note 2
Note 2

275

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

Note 1: The original investment amount was converted into New Taiwan dollars using the exchange rate at the balance sheet date.

276

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

Note 2: Investment income recognized in the current period includes adjustments for unrealized gains or losses on intercompany transactions.

  • (3) Investment in Chiese Company:

  • Names of investee companies in Mainland China, major business activities, and

  • other related information:

Unit:1,000TWD
Amount remitted or
retrieved
Accumulated
investment
amount remitted
from Taiwan at
the end of the
fiscal period
Gain/loss of
investee
company in the
fiscal period
Shareholdin
g Rati
Gain/loss in
investment
recognized
in the fiscal
period
Carrying
amount of
investment at
the end of the
fiscal period
~~Investment~~
income
remitted back
to Taiwan by
the end of the
fiscal period
Remittance
Retrieved
(Note 3)
(Note 2)

-
-
764,490
805,171
100.00%
783,454
4,392,083
-

-
-
599,277
227,196
100.00%
220,478
1,902,452
-

-
-
14,990
13,707
100.00%
13,707
111,720
-
-
-
-
61,701
100.00%
54,337
503,491
-

-
-
148,401
79,014
52.13%
34,822
107,047
-
-
-
-
23,766
100.00%
23,766
76,572
-
-
-
-
(25,563)
100.00%
(25,563)
1,006,897
-
-
-
-
-
100.00%
-
15,041
-
-
-
-
(5)
100.00%
(5)
98,838
-
-
-
-
(1,743)
100.00%
(1,743)
1,338
-
-
-
-
(1,085)
51.00%
(553)
785
-
Unit:1,000TWD
Amount remitted or
retrieved
Accumulated
investment
amount remitted
from Taiwan at
the end of the
fiscal period
Gain/loss of
investee
company in the
fiscal period
Shareholdin
g Rati
Gain/loss in
investment
recognized
in the fiscal
period
Carrying
amount of
investment at
the end of the
fiscal period
~~Investment~~
income
remitted back
to Taiwan by
the end of the
fiscal period
Remittance
Retrieved
(Note 3)
(Note 2)

-
-
764,490
805,171
100.00%
783,454
4,392,083
-

-
-
599,277
227,196
100.00%
220,478
1,902,452
-

-
-
14,990
13,707
100.00%
13,707
111,720
-
-
-
-
61,701
100.00%
54,337
503,491
-

-
-
148,401
79,014
52.13%
34,822
107,047
-
-
-
-
23,766
100.00%
23,766
76,572
-
-
-
-
(25,563)
100.00%
(25,563)
1,006,897
-
-
-
-
-
100.00%
-
15,041
-
-
-
-
(5)
100.00%
(5)
98,838
-
-
-
-
(1,743)
100.00%
(1,743)
1,338
-
-
-
-
(1,085)
51.00%
(553)
785
-
Unit:1,000TWD
Amount remitted or
retrieved
Accumulated
investment
amount remitted
from Taiwan at
the end of the
fiscal period
Gain/loss of
investee
company in the
fiscal period
Shareholdin
g Rati
Gain/loss in
investment
recognized
in the fiscal
period
Carrying
amount of
investment at
the end of the
fiscal period
~~Investment~~
income
remitted back
to Taiwan by
the end of the
fiscal period
Remittance
Retrieved
(Note 3)
(Note 2)

-
-
764,490
805,171
100.00%
783,454
4,392,083
-

-
-
599,277
227,196
100.00%
220,478
1,902,452
-

-
-
14,990
13,707
100.00%
13,707
111,720
-
-
-
-
61,701
100.00%
54,337
503,491
-

-
-
148,401
79,014
52.13%
34,822
107,047
-
-
-
-
23,766
100.00%
23,766
76,572
-
-
-
-
(25,563)
100.00%
(25,563)
1,006,897
-
-
-
-
-
100.00%
-
15,041
-
-
-
-
(5)
100.00%
(5)
98,838
-
-
-
-
(1,743)
100.00%
(1,743)
1,338
-
-
-
-
(1,085)
51.00%
(553)
785
-
Unit:1,000TWD
Amount remitted or
retrieved
Accumulated
investment
amount remitted
from Taiwan at
the end of the
fiscal period
Gain/loss of
investee
company in the
fiscal period
Shareholdin
g Rati
Gain/loss in
investment
recognized
in the fiscal
period
Carrying
amount of
investment at
the end of the
fiscal period
~~Investment~~
income
remitted back
to Taiwan by
the end of the
fiscal period
Remittance
Retrieved
(Note 3)
(Note 2)

-
-
764,490
805,171
100.00%
783,454
4,392,083
-

-
-
599,277
227,196
100.00%
220,478
1,902,452
-

-
-
14,990
13,707
100.00%
13,707
111,720
-
-
-
-
61,701
100.00%
54,337
503,491
-

-
-
148,401
79,014
52.13%
34,822
107,047
-
-
-
-
23,766
100.00%
23,766
76,572
-
-
-
-
(25,563)
100.00%
(25,563)
1,006,897
-
-
-
-
-
100.00%
-
15,041
-
-
-
-
(5)
100.00%
(5)
98,838
-
-
-
-
(1,743)
100.00%
(1,743)
1,338
-
-
-
-
(1,085)
51.00%
(553)
785
-
Unit:1,000TWD
Amount remitted or
retrieved
Accumulated
investment
amount remitted
from Taiwan at
the end of the
fiscal period
Gain/loss of
investee
company in the
fiscal period
Shareholdin
g Rati
Gain/loss in
investment
recognized
in the fiscal
period
Carrying
amount of
investment at
the end of the
fiscal period
~~Investment~~
income
remitted back
to Taiwan by
the end of the
fiscal period
Remittance
Retrieved
(Note 3)
(Note 2)

-
-
764,490
805,171
100.00%
783,454
4,392,083
-

-
-
599,277
227,196
100.00%
220,478
1,902,452
-

-
-
14,990
13,707
100.00%
13,707
111,720
-
-
-
-
61,701
100.00%
54,337
503,491
-

-
-
148,401
79,014
52.13%
34,822
107,047
-
-
-
-
23,766
100.00%
23,766
76,572
-
-
-
-
(25,563)
100.00%
(25,563)
1,006,897
-
-
-
-
-
100.00%
-
15,041
-
-
-
-
(5)
100.00%
(5)
98,838
-
-
-
-
(1,743)
100.00%
(1,743)
1,338
-
-
-
-
(1,085)
51.00%
(553)
785
-
Unit:1,000TWD
Amount remitted or
retrieved
Accumulated
investment
amount remitted
from Taiwan at
the end of the
fiscal period
Gain/loss of
investee
company in the
fiscal period
Shareholdin
g Rati
Gain/loss in
investment
recognized
in the fiscal
period
Carrying
amount of
investment at
the end of the
fiscal period
~~Investment~~
income
remitted back
to Taiwan by
the end of the
fiscal period
Remittance
Retrieved
(Note 3)
(Note 2)

-
-
764,490
805,171
100.00%
783,454
4,392,083
-

-
-
599,277
227,196
100.00%
220,478
1,902,452
-

-
-
14,990
13,707
100.00%
13,707
111,720
-
-
-
-
61,701
100.00%
54,337
503,491
-

-
-
148,401
79,014
52.13%
34,822
107,047
-
-
-
-
23,766
100.00%
23,766
76,572
-
-
-
-
(25,563)
100.00%
(25,563)
1,006,897
-
-
-
-
-
100.00%
-
15,041
-
-
-
-
(5)
100.00%
(5)
98,838
-
-
-
-
(1,743)
100.00%
(1,743)
1,338
-
-
-
-
(1,085)
51.00%
(553)
785
-
Unit:1,000TWD
Amount remitted or
retrieved
Accumulated
investment
amount remitted
from Taiwan at
the end of the
fiscal period
Gain/loss of
investee
company in the
fiscal period
Shareholdin
g Rati
Gain/loss in
investment
recognized
in the fiscal
period
Carrying
amount of
investment at
the end of the
fiscal period
~~Investment~~
income
remitted back
to Taiwan by
the end of the
fiscal period
Remittance
Retrieved
(Note 3)
(Note 2)

-
-
764,490
805,171
100.00%
783,454
4,392,083
-

-
-
599,277
227,196
100.00%
220,478
1,902,452
-

-
-
14,990
13,707
100.00%
13,707
111,720
-
-
-
-
61,701
100.00%
54,337
503,491
-

-
-
148,401
79,014
52.13%
34,822
107,047
-
-
-
-
23,766
100.00%
23,766
76,572
-
-
-
-
(25,563)
100.00%
(25,563)
1,006,897
-
-
-
-
-
100.00%
-
15,041
-
-
-
-
(5)
100.00%
(5)
98,838
-
-
-
-
(1,743)
100.00%
(1,743)
1,338
-
-
-
-
(1,085)
51.00%
(553)
785
-
Unit:1,000TWD
Amount remitted or
retrieved
Accumulated
investment
amount remitted
from Taiwan at
the end of the
fiscal period
Gain/loss of
investee
company in the
fiscal period
Shareholdin
g Rati
Gain/loss in
investment
recognized
in the fiscal
period
Carrying
amount of
investment at
the end of the
fiscal period
~~Investment~~
income
remitted back
to Taiwan by
the end of the
fiscal period
Remittance
Retrieved
(Note 3)
(Note 2)

-
-
764,490
805,171
100.00%
783,454
4,392,083
-

-
-
599,277
227,196
100.00%
220,478
1,902,452
-

-
-
14,990
13,707
100.00%
13,707
111,720
-
-
-
-
61,701
100.00%
54,337
503,491
-

-
-
148,401
79,014
52.13%
34,822
107,047
-
-
-
-
23,766
100.00%
23,766
76,572
-
-
-
-
(25,563)
100.00%
(25,563)
1,006,897
-
-
-
-
-
100.00%
-
15,041
-
-
-
-
(5)
100.00%
(5)
98,838
-
-
-
-
(1,743)
100.00%
(1,743)
1,338
-
-
-
-
(1,085)
51.00%
(553)
785
-
Name of investee
company in
Mainland China
Main business Paid-in
capital
(Note 3)
Method
of
investme
nt
(Note 1)
Accumulated
investment
amount remitted
from Taiwan at
the beginning of
the fiscal period
(Note 3)
Amount remitted or
retrieved
Accumulated
investment
amount remitted
from Taiwan at
the end of the
fiscal period
(Note 3)
Gain/loss of
investee
company in the
fiscal period

Shareholdin
g Rati
Gain/loss in
investment
recognized
in the fiscal
period
(Note 2)
Carrying
amount of
investment at
the end of the
fiscal period
~~Investment~~
income
remitted back
to Taiwan by
the end of the
fiscal period
Remittance Retrieved
Lotes Guanghou
Co., Ltd
Lotes Suzhou Co.,
Ltd
Zongka Technology
(Shenzhen) Co., Ltd.
Lotes Hengnan Co.,
Ltd.
Lintes Technology
(Suzhou) Co., Ltd.
Shenzhen Deyi
Automation
Technology Co.,
Ltd.
Lotes Zhongshan
Co., Ltd
Zhongshan Dezhi
Metal Surface
Treatment Co., Ltd.
Hengnan Deyi
Property
Development Co.,
Ltd.
Guangzhou Leside
Technology Co.,
Ltd.
Chongqing Fuxinrui
Electronic
Technology Co.,
Ltd.
Manufacturing connectors
for telecommunication
industry and for consumer
electronics industry
Manufacturing connectors
for telecommunication
industry and for consumer
electronics industry

R&D of electronics, import
and export of raw materials
of plastic products and
plastic products
Manufacturing connectors
for telecommunication
industry and for consumer
electronics industry
Development and
production of the
measurement instruments
for optical communication,
optical transceivers of
10GB/s or above and
relevant technical support
Manufacturing of robotic
arms, automation
equipment and relevant
components
Manufacturing connectors
for telecommunication
industry and for consumer
electronics industry, and
Manufacturing of robotic
arms, automation
equipment and relevant
components
Surface treatment of metal
products and plastic
products
Development of real estate,
lease of premises,
landscape design and
interior decorating
Research, testing and
development
R&D and sales of
electronic components,
automobile components
and accessories, computers
and accessories,
development of molds and
the import and export of
goods and technologies
800,466
599,277
14,990
371,734
148,401
107,438
1,031,400
15,041
98,843
3,008
2,579

(2)

(2)

(2)

(3)

(2)

(3)

(3)

(3)

(3)

(3)

(3)
764,490
599,277
14,990
-
148,401
-
-
-
-
-
-

-

-

-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
764,490
599,277
14,990
-
148,401
-
-
-
-
-
-

805,171

227,196

13,707
61,701

79,014
23,766
(25,563)
-
(5)
(1,743)
(1,085)
100.00%
100.00%
100.00%
100.00%
52.13%
100.00%
100.00%
100.00%
100.00%
100.00%
51.00%
783,454
220,478
13,707
54,337
34,822
23,766
(25,563)
-
(5)
(1,743)
(553)
4,392,083
1,902,452
111,720
503,491
107,047
76,572
1,006,897
15,041
98,838
1,338
785

-

-

-

-

-

-

-

-

-

-

-

Note 1: There are six types of investments:

  • (1) Investment in Chinese Corporation via Third Region Remittance.

  • (2) Establishment of a company to reinvest in a continental company through a third regional investment.

  • (3) Reinvest in Chinese companies by re-investing in existing companies in third regions.

  • (4) Direct Investment

  • (5) Others.

  • (6) NA.

Note 2: The investment gain or loss recognized in the current period has been reconciled with the unrealized gain or loss from intercompany transactions.

Note 3: The balance sheet date exchange rates are used to translate the paid-in capital and remittance of cumulative investment amounts into New Taiwan dollars.

  1. Investment ceiling in Mainland China :

277

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

Name Accumulated amount remitted from
Taiwan at the end of the fiscal period
for investment in Mainland China (Note 1)
Investment amount approved
by Investment Commission,
MoEA (Note 1)
Investment ceiling in Mainland
China according to the
regulations made by Investment
Commission, MoEA
LotesCo.,Ltd. 1,378,757,000 1,524,374,000 7,089,196 ,000
Lintes
Technology
Co.,Ltd.
148,401,000 148,401,000 893,618 ,000

Note 1: The conversions to NTD were made at the exchange rates prevailing on the balance sheet date.

278

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

3. Significant transactions with the investee companies in China:

Please refer to the "Significant Transactions" and "Business relationship and significant transactions between the Company and its subsidiaries" for details of the significant transactions between the Company and its investee companies in Mainland China, directly or indirectly, in 2019.

XIV. Segmental Information

(1)General Information

The company's main business is the trading of various hardware and tool parts, the manufacturing, processing and trading of various terminals and their finished connectors, the import and export trade of the preceding items, and the agency of the preceding items related to domestic and foreign manufacturers' products in the tender quotation and distribution business.

  • (2)Information on reportable segment profit or loss, assets, liabilities and their measurement basis and reconciliation

The Consolidated company’s major decisions are based on the performance appraisal and resource allocation by the production regions. After analysis, the two regions meet the conditions of consolidation into a single operating segment, therefore the Consolidated company as a whole is a single operating segment, and the information of segment profit or loss, segment assets and segment liabilities are consistent with the financial statements.

(3) Product and Labor Provision Information

The Consolidated company’s revenue information from external customers is as

follows:

Product and Labor Provision 2019
$ 1,611,960
1,359,464
931,970
219,055
10,966,423
2018
1,336,332
1,240,513
939,505
937,843
8,857,325
A Product
B Product
C Product
D Product
Others
Total

$
15,088,872

13,311,518

(4) Geographical Information

The Consolidated company’s geographical information is shown below, where revenue

is classified based on the geographic location of customers and non-current assets are classified based on the geographic location of assets.

Area 2019

2018

279

Lotes Co., Ltd. and Its Subsidiaries Consolidated Financial Statement

External client revenue:
Taiwan
China
Other countries
Total
$ 717,666
344,516
11,784,445
11,343,502
2,586,761
1,623,500


$
15,088,872
13,311,518

280

Area
Non-current assets:
Taiwan
China
Dec. 31, 2019
$ 438,067
4,231,565
Dec. 31, 2018

382,839
3,742,458
4,125,297

$
4,669,632

Non-current assets include Property, plant and equipment, Right-of-use assets, Investment property, tangible assets and other assets, but do not include financial instruments, deferred income tax assets, and retirement benefit assets.

281

VII. Review Analysis of Financial Position and Operating Performance and Risk Issues

1. Financial position

Unit: NT$ thousand

Year
Item

2018
2019 Difference Difference
Amount %
Current assets 9,566,989
11,400,712

1,833,723

19.17%
Property, plant and equipment 3,350,160
3,514,714

164,554

4.91%
Intangible assets 59,527
99,789

40,262

67.64%
Other assets 473,115
388,701

(84,414)
(17.84%)
Total assets 13,790,208
16,280,192

2,489,984

18.06%
Current liabilities 3,876,478
3,630,746

(245,732)
(6.34%)
Non-current liabilities 42,248
104,221

61,973

146.69%
Total liabilities 3,918,726
3,734,967

(183,759)
(4.69%)
Share capital 934,779
1,034,779

100,000

10.70%
Capital reserves 2,466,109
3,959,650

1,493,541

60.56%
Retained earnings 6,296,652
7,471,519

1,174,867

18.66%
Other equity (317,020)
(650,532)
(333,512) (105.20%)
Equityto theparent company 9,506,158
11,815,326

2,309,168

24.29%
Non-control equity 365,324
729,899

364,575

99.79%
Total of equity 9,871,482
12,545,225

2,673,743

27.08%
Main causes and effects of changes of more than 20% and amounting to NT$10 million:
1. Intangible assets: The increase in intangible assets was mainly due to the ERP introduction
counseling fees.
2. Non-current liabilities: This is due to the provision of lease liabilities in accordance with
the IFRS 16 designation.
3. Capital surplus: Mainly as a result of the premium issue of new shares
4. Other equity: This is mainly due to the fluctuation of foreign currency translation
differences in the financial statements of foreign operating entities.
5. Total equity attributable to the owners of the parent company: This is mainly due to a
significant increase in the Company's profit for 2019.

282

2. Operating performance

  • (1) Comparative analysis table of operating performance

Unit: NT$ thousand

Unit: NT$ thousand Unit: NT$ thousand
Year Difference
2018 2019
Item Amount %
Net operatingrevenue 13,311,518
15,088,872

1,777,354

13.35%
Operatingcost 8,962,649
9,620,962

658,313

7.35%
Grossprofit 4,348,869
5,467,910

1,119,041

25.73%
Operatingexpense 2,366,429
2,717,286

350,857

14.83%
Operating profit 1,982,440
2,750,624

768,184

38.75%
Non-operating
income/expenses
171,857
81,137

(90,720)

-52.79%
Net income before tax for
continuingoperations
2,154,297
2,831,763

677,466

31.45%
Income tax (expense)
benefit
(445,998)
(687,293)

241,295

54.10%
Netprofit for theperiod 1,708,299
2,144,468

436,169

25.53%
Other comprehensive
income
(56,310)
(337,918)

281,608

500.10%
Total comprehensive
income
1,651,989
1,806,550

154,561

9.36%
Net income attributed to
owners of the parent 1,608,567
2,076,043

467,476

29.06%
company
Net income attributed to
non-controllinginterest
99,732
68,425

(31,307)

-31.39%
EPS 17.21
20.11

2.9

16.85%

Main causes and effects of changes of more than 20% and amounting to NT$10 million:

  1. Gross profit: The increase in gross profit was mainly due to the increase in operating scale and improvement in manufacturing process in 2019.

  2. Operating profit: The increase in operating profit was mainly due to the increase in the scale of operations in 2019, which was higher than the increase in operating expenses, resulting in a significant increase in operating profit.

  3. Non-operating income/expenses: This was mainly due to an exchange loss of NT$58 million in 2019 (exchange gain of approximately NT$34 million in 2018), resulting in a significant decrease in non-operating income and expenses.

  4. Net income before tax for continuing operations: This was mainly due to the increase in the scale of operations in 2019, which resulted in a significant increase in net income before tax.

  5. Income tax (expense) benefit: This was mainly due to the increase in the scale of operations in 2019, which resulted in a significant increase in profitability and a relative increase in the provision for income tax.

  6. Net profit for the period: This was mainly due to the increase in the scale of operations in 2019, which resulted in a significant increase in net profit for the

283

period.

  1. Other comprehensive income for the period: The decrease in other comprehensive loss was mainly due to the foreign currency translation difference of accumulated foreign currency translation in the financial statements of foreign operating companies.

  2. Total comprehensive income for the period: The increase in total comprehensive income for the period was mainly due to the increase in the scale of operations and the significant increase in profitability in 2019.

  3. Net income attributed to owners of the parent company: The increase in net income attributed to owners of the parent company was mainly due to the increase in the scale of operations in 2019 and the significant increase in profitability.

  4. Net income attributed to non-controlling interest: The Company's equity-method investee, Lintes Technology Co., Ltd. for fiscal 2018, has just made up for its loss and is not yet subject to income tax. However, while pretax earnings in 2019 were comparable to 2018, the decline in earnings after tax resulted in a decrease in earnings from non-controlling interests in minority interests.

  5. EPS: The increase in EPS was mainly due to the increase in the scale of operations in 2019 and the significant increase in profitability.

3. Cash flow

(1) Analysis of changes in cash flows for the most recent years

Year Increas (decrease)
2018 2019
Item
proportion %
Cash flow ratio 38.90 92.53 137.86%
Cash flow adequacy
93.98 104.28 10.96%
ratio
Cash flow reinvestment
7.99 16.14 102.00%
ratio
  • 1) Cash flow ratio (%): The increase in cash flow ratio was mainly due to a significant increase in cash inflows from operating activities in 2019 compared to 2018.

  • 2) Cash flow adequacy ratio (%): The increase in the cash flow adequacy ratio was mainly due to the increase in cash inflows from operating activities in the last five years of 2019, which was greater than the increase in capital expenditures, inventories and cash dividends in the last five years.

  • 3) Cash flow reinvestment ratio (%): The increase in cash flow reinvestment ratio was mainly due to a significant increase in cash inflows from operating activities in 2019 compared to 2018.

(2) Liquidity improvement plan:

The Company's cash from operating activities for 2019 was a net inflow and significantly higher than for 2018, so there was no liquidity deficiency.

(3) Analysis of changes in cash flows in the coming year.

The Company's operating scale and profitability have grown steadily and is expected to maintain a

284

steady net cash inflow from operating activities in the coming year. The Company will adjust its production and sales operations in response to the global economic situation, and take into account the future trend of product development to replace old equipment with new equipment, and expects that capital expenditures and working capital requirements will be met by its own funds; if there is still a need for funds, the Company will take into account market conditions and the cost of raising funds to effectively cover the need by borrowing from existing banks and raising funds through equity issuance.

  1. The impact of major capital expenditures in the most recent year on financial operations: None.

  2. The main reasons for the most recent annual reinvestment policy and profit or loss, improvement plans and investment plans for the coming year:

Unit: 1,000 TWD Unit: 1,000 TWD
Name of Investing
Company
Investing amount
as of 2019/12/31
Investing
policy
Investment
income
recognized
during the
period
Main reasons for gain
or loss
Improvement plans Other
investment
plans for
the future
Lotes Investment Ltd 780,797 Investment
Co.
783,455 Reinvestment
companies are steadily
growing their clients
and expanding their
markets
- -
Good Hope
Investments Ltd.
12,030 Investment
Co.
35,733 Reinvestment
companies are steadily
growing their clients
and expanding their
markets
- -
Guan Si Development
Co, Ltd.
600,092 Investment
Co.
220,478 Reinvestment
companies are steadily
growing their clients
and expanding their
markets
- -
Zha Xi Investment
Ltd.
14,990 Investment
Co.
13,707 Reinvestment
companies are steadily
growing their clients
and expanding their
markets
- -
Jiayou Investment Ltd. 690,000 Investment
Co.
103,334 Reinvestment
companies are steadily
growing their clients
and expanding their
markets
- -
LOTES USA ,Inc 74,950 Business
maintenance
and
development
(7,389) Support in maintaining
customer relationships
- -
LOTES EU Gmbh 3,359 Business
maintenance
2,008 Support in maintaining
customer relationships

285

==> picture [45 x 23] intentionally omitted <==

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

and
development
----- End of picture text -----

  1. Analyze and assess the following risks for the most recent year and up to the date of publication of the annual report:

  2. (1) Effect of interest rates, exchange rate changes, inflation on the Company's profit or loss and future response measures:

    • 1) Effect of interest rate changes on the Company's profit or loss and future response measures

      • Changes in the Company's interest income and expenditure for the last two years
Unit: 1,000 TWD Unit: 1,000 TWD Unit: 1,000 TWD Unit: 1,000 TWD
Item 2018 2019
Amount % Amount %
Operating
revenue
13,311,518 100.00%
15,088,672

100.00%
Operating profit 1,982,440
14.89%

2,750,624

18.23%
Interest (4,081) (0.03%) 10,109
0.07%

The Company's interest income (expense) as a percentage of operating revenue and operating profit was insignificant and had no significant impact on profit or loss.

  • Future response measures

Although the change in interest income and expenses has little impact on the Company as compared to operating revenue and operating profit, the Company has been working closely with banks to understand the interest rate trend and to obtain the most favorable borrowing and asset allocation reference. In addition, short-term idle funds are mostly invested in low-risk financial products.

  • 2) Effect of exchange rate changes on the Company's profit or loss for the most recent year and up to the date of publication of the prospectus and future response measures:

The Company's products are mainly exported to other countries, and the Company's major suppliers are its overseas subsidiaries Rui Jia Trading Co. and Xin Cheng Ltd. The Company's accounts payable are also denominated in U.S. dollars, therefore exchange rate fluctuations will have a certain impact on the Company's profitability. Therefore, in order to effectively reduce the impact of exchange rate fluctuations on the overall profitability, the Company proposes the following specific response measures:

  • The Company has exclusive personnel to observe the fluctuation of the exchange rate from time to time, and intends to consider the effect of exchange rate changes when quoting prices; and to appropriately retain the foreign currency portion of sales revenue to meet the foreign currency purchase expenses in order to achieve the automatic hedging

286

function.

  • The Company will adopt hedging strategies for derivative financial instruments, such as pre-sale or pre-purchase of forward exchange, in order to hedge the related exchange rate risk in order to minimize the impact of exchange rate changes on the Company's profit or loss, depending on the changes in the currency exchange market and currency exchange funds requirements.

  • 3) The effect of inflation on the Company's profit or loss for the most recent year and up to the date of publication of the Company's prospectus and future response measure:

  • The Company is always aware of market price fluctuations to determine its purchasing policies and maintains good interaction with its suppliers and customers, therefore there are no events that have a significant impact on inflation.

  • (2) Policies, principal reasons for gains or losses from engaging in high-risk, leveraged investing, lending of funds to others, endorsement guarantees and derivative transactions and future response measures:

The Company's balance of $85,950 thousand as of the end of 2019 was mainly due to the need for short-term financing from LOTES Guangzhou Co, Ltd., a 100% owned mainland reinvestment company, due to the expansion of its operating scale, and interest has been accrued at 5% of the general borrowing rate of local banks.

The remaining balance of $1,534,000 thousand recorded as endorsement and guarantee for the year ended December 31, 2018 was for the bank borrowing line for the working capital needs of the subsidiary, and the related lending and endorsement and guarantee operations were performed in accordance with the "Procedures for Lending Funds to Others and Management of Endorsement and Guarantees" issued by the Company.

  • (3) Future R&D plans and estimated R&D costs:

Our future product development and design direction: board-to-board connectors will be designed for high-frequency high speed, small pitch, low height, SMT design volume minimization; I/O connectors will be designed for interface connectors Fine Pitch, thin design and high-frequency high speed; memory card connectors will be designed for integration of multi-card all-in-one design, enhance battery connector volume minimization and custom design; wireless network connectors with wireless network product development and design, computer peripheral connectors for consumer electronics (HDMI DVI phones), automotive, server, medical and communication connectors will also be the development focus.

In the coming year, the Company will not only continue to increase the investment in R&D expenses, but will also continue to improve the production efficiency with the accumulated R&D results in the long term in order to gain a competitive advantage in the market; in 2020, the Group's R&D expenses are expected to be approximately NT$1.1 million, which is expected to account for 6.80% of the current year's operating revenue.

(4) Effect of significant domestic and international policy and legal changes on the Company's financial operations and response measures:

287

The Company is always aware of important policy and legal changes in domestic and foreign countries, and takes the initiative to take appropriate measures in a timely manner. In recent years, the Company has not been subject to significant policy and legal changes both domestically and internationally that have materially affected its financial operations.

  • (5) Effect of technological and industrial changes on the Company's financial operations and response measures:

The Company has always been committed to technology research and development to improve yield and continues to innovate high value-added connector products, therefore, technology changes have a positive effect on the Company's financial business and the Company will continue to maintain its leading position in R&D and technology.

  • (6) Effect of corporate image changes on corporate risk management and response measures:

The Company adheres to the business philosophy of "teamwork, enthusiasm, efficiency, innovation" and has a good corporate image, and became a listed company in 2007 which is expected to attract more outstanding talents to enter the company's service, strengthen the strength of the operating team, and then return the operating results to the shareholders and fulfill the corporate social responsibility. So far, no incidents that damage the corporate image have occurred.

(7) Expected benefits and possible risks of mergers and acquisitions: None.

  • (8) Expected benefits and possible risks of plant expansion: None.

  • (9) Risk of concentration of imports or sales: None.

  • (10) Effects or risks on the issue that large numbers of shares are transferred or replaced by directors, supervisors or major shareholders holding more than 10% of company shares: None.

  • (11) The effects and risks of changes in management on the Company: None.

(12) In the event of litigation or non-litigation, the Company and its Directors, Supervisors, Presidents, substantially responsible persons, majority shareholders holding more than 10% of the shares and affiliated companies shall disclose the material litigation, non-litigation or administrative dispute that has been adjudicated or is still pending, the outcome of which may have a material impact on shareholders' interests or the price of securities, the facts in dispute, the amount of the subject matter, the date of commencement of the litigation, the principal parties involved and the disposition of the matter as of the date of publication of this annual report: None.

(13) Other significant risks: None.

  1. Other important matters: None.

288

VIII. Special Notes

1. Related information of affiliates

  • (1) Affiliates' organizational chart

==> picture [753 x 444] intentionally omitted <==

289

(2) Basic information of each affiliates:

Unit: 1,000 TWD

Unit: 1,000 TWD
Name of
Company
Incorpora
tingdate
Address Paid-in Capital Major operations or
production items
LOTES
INVESTMENT
S LIMITED
2003/9/5 Offshore Chambers, P.O. Box217,
Apia, Samoa
780,979 Engaged in holding and
reinvestment activities
Good Hope
Investments
Limited
2003/3/21 Offshore Chambers, P.O. Box217,
Apia, Samoa
12,030 Engaged in holding and
reinvestment activities
Guan Si
Development
Co,Ltd.
2003/11/18 Offshore Chambers, P.O. Box217,
Apia, Samoa
600,092 Engaged in holding and
reinvestment activities
Zha Xi
Investments
Ltd.
2005/12/22 P.O.BOX850, Offshore
Incorporation Centre, The
Valley, Anguilla, British West
Indies
14,990 Engaged in holding and
reinvestment activities
Jiayu
Investment Co.,
Ltd.
2008/7/4 4F., No. 15, Wuxun St., Anle Dist.,
Keelung City
690,000 Engaged in holding and
reinvestment activities
LOTES
USA,INC.
2012/4/1 888SW Fifty Avenus, Suite
800,Portland,OR97204 U.S.A
74,950 Market development
LOTES
EU,GmbH
2018/2/27 Hessenring 119-121, 61348 Bad
Homburg
3,359 Market development
Loteson
International
Investments
Limited
2007/10/15 Unit 1405-1406, Dominion
Centre, 43-59 Queen's Road East,
Wanchai, H.K
780,979 Engaged in holding and
reinvestment activities
Lotes Guanghou
Co., Ltd
1993/1/28 No. 526, Jinling North Road,
Bantu Management Zone, Nansha
Economic and Technological
Development Zone, Guangzhou
800,466 Manufacturing of
connectors for the
information industry,
communications industry
and consumer electronics
industry
Lotes Hengnan
Co., Ltd.
2010/5/17 Yunji Avenue, New County
Industrial Park, Henan County,
Hengyang City, Hunan Province
371,734 Manufacturing and selling
of connectors for the
information industry,
communications industry
and consumer electronics
industry
Shenzhen Deyi
Automation
Technology Co.,
Ltd.
2014/5/13 No. 522, Block C, Section D,
Industrial Plant, Area 71, South
Side of East Second Road, Xin'an
Street, Bao'an District, Shenzhen
City
107,438 Production of industrial
robots, automation
equipment and their
components.
Lotes
Zhongshan Co.,
Ltd
2016/05/12 No.12, Jinhui Road, Triangle
Town, Zhongshan City
1,031,400 R&D, production and
management of electronic
components and
assemblies, calculator
parts, molds, industrial
robots, intelligent floor
sweeping robots and
components, intelligent
industrial cameras;
engaged in electronic,
communication and
automatic control
technologyR&D
Xin ChengLtd. 2003/10/16 Offshore Chambers,P.O. Box217, 2,998 Sellingof connectors for

290

Apia, Samoa the information industry,
communications industry
and consumer electronics
industry
Rui Jia Trading
Co.
2007/11/13 Unit 1405-1406, Dominion
Centre, 43-59 Queen's Road East,
Wanchai, H.K
3,036 Selling of connectors for
the information industry,
communications industry
and consumer electronics
industry
Jae You Co.,
Ltd.
2007/10/29 Unit 1405-1406, Dominion
Centre, 43-59 Queen's Road East,
Wanchai,H.K
600,102 Engaged in holding and
reinvestment activities
Lotes Suzhou
Co., Ltd
2003/7/10 No.26, Caohu Avenue,
Xiangcheng Economic
Development Zone, Suzhou,
Jiangsu Province
599,277 Manufacturing of
connectors for the
information industry,
communications industry
and consumer electronics
industry
Wangden
Investments
(HK)Limited
2007/10/12 Unit 1405-1406, Dominion
Centre, 43-59 Queen's Road East,
Wanchai,H.K
14,990 Engaged in holding and
reinvestment activities
Tsongkha
Technology
(Shen Zhen)
Co., Ltd.
2006/5/15 No. 528, Block C, Section D,
Industrial Plant, Area 71, South
Side of East Second Road, Xinan
Street Office, Baoan District,
Shenzhen City
14,990 Engaged in R&D of
electronic products, plastic
raw materials and their
products, import and
export business
Ememe Robot
Co., Ltd
2010/6/22 13F.-1, No. 716, Zhongzheng Rd.,
Zhonghe Dist., New Taipei City
69,600 Engaged in the
manufacturing of electrical
and audio-visual electronic
products
Lintes
Technology Co.,
Ltd
2011/8/22 2F.-1, No. 268, Liancheng Rd.,
Zhonghe Dist., New Taipei City
486,926 Engaged in the
manufacturing of
electronic components,
other electrical and
electronic mechanical
equipment
Jilong Co., Ltd. 2011/6/16 Offshore Chambers,P.O.Box
217,Apia,Samoa
148,401 Engaged in holding and
reinvestment activities
Sunmax
Technology Co.,
Ltd.
2011/11/8 Offshore Chambers,P.O.Box
217 ,Apia ,Samoa
148,401 Engaged in holding and
reinvestment activities
Lintes
Technology
(Suzhou) Co.,
Ltd.
2012/3/14 No.26, Caohu Avenue,
Xiangcheng Economic
Development Zone, Suzhou
148,401 Development and
production of optical
communication measuring
instruments and optical
transceivers with speeds of
10GB/S and above and
technical services for the
aboveproducts
Guangzhou
Leside
Technology Co.,
Ltd.
2015/2/27 Room 603, No.5, Shuang Shan
Avenue, Nansha District,
Guangzhou
3,008 Research and experimental
development
Chongqing
Fuxinrui
Techmology
Co., Ltd.
2018/12/27 No. 6, Yingchun Road, Nanan
District, Chongqing City
2,579 Development and sale of
electronic components,
automotive parts and
components, calculators
and components, mold
development and import
and export of goods and
technologies
Hengnan Deyi
Property
Development
2018/5/18 No. 120, Yunji Avenue, Yunji
Town, Henan County, Hengyang
City,Hunan Province
98,843 Property development,
home rental, landscaping
and interior decoration

291

Co.,Ltd.
Laida
Technology Co.,
Ltd.
2019/11/5 13F.-1, No. 716, Zhongzheng Rd.,
Zhonghe Dist., New Taipei City
13,164 Engaged in the
manufacturing of
electronic components
Zhongshan
Dezhi Metal
Surface
Treatment Co.,
Ltd.
2016/3/24 1F., No.8, Ruifeng Road, Triangle
Town, Zhongshan
15,041 Surface treatment for all
kinds of hardware and
plastic products
  • (3) Same shareholder information as those presumed to have a controlling and subordinate relationship: None.

  • (4) Information on Directors, Supervisors and Presidents of affiliates

Unit: shares

Unit: shares Unit: shares
Nature Name of Company Title Name or representative Shareholding
Shares Shareholding
%
Controlling
Company
Lotes Co., Ltd. Chairperson Jiaming Investment Co.,
Ltd. Legal Representative:
Chu,Te-Hsiang
10,956,237 10.59
Director Jiaming Investment Co.,
Ltd. Legal Representative:
Ho,Te-Yu
10,956,237 10.59
Director Zheng, Zhung-Ren(Note) 0 0
Director Tsai,Ming-Jui 18,954 0.02
Director Hsieh,Chia-Ying 0 0
Director Hu,Jui-Ching 0 0
Director Jin,Cjang-Ming 0
Supervisor Cheng, Ming-Sung 0 0
Supervisor Yang, Wen-Ming 0 0
Supervisor Jinling Investment Co., Ltd.
Representative: Chang,
Kun-Yao
10,040,037 9.70
President Ho,Te-Yu 442,555 0.43
Subordinate
Company
LOTES
INVESTMENTS
LIMITED
Director Lotes Co., Ltd.
Legal Representative: Chu,
Te-Hsiang,Ho,Te-Yu
26,050,000 100
Good Hope
Investments Limited

Director
Lotes Co., Ltd.
Legal Representative: Chu,
Te-Hsiang,Ho,Te-Yu
401,281 100
Guan Si
Development Co,
Ltd.
Director Lotes Co., Ltd.
Legal Representative: Hsu,
Li-Ping
20,016,426 100
Zha Xi Investments
Ltd.
Director Lotes Co., Ltd.
Legal Representative:
Huang,Li-Yueh
500,000 100
Jiayu Investment
Co., Ltd.
Chairperson Lotes Co., Ltd.
Legal Representative: Chu,
Te-Hsiang
69,000,000 100
Director Lotes Co.,Ltd. 69,000,000 100

292

Legal Representative: Ho,
Te-Yu
Director Lotes Co., Ltd.
Legal Representative: Ho,
Kun-Shan
69,000,000 100
Supervisor Lotes Co., Ltd.
Legal Representative: Ho,
Jian-Sheng
69,000,000 100
Loteson
International
Investments Limited

Director
LOTES INVESTMENTS
LIMITED
Legal Representative: Chu
Chen,Yi-Hui
26,050,000 100
Lotes Guanghou
Co., Ltd
Chairperson Loteson International
Investments Limited
Legal Representative: Ho,
Te-Yu
26,700,000 100
Director
(Vice
Chairperson)
Loteson International
Investments Limited
Legal Representative: Chu,
Te-Hsiang
26,700,000 100
Director Loteson International
Investments Limited
Legal Representative: Chu
Chen,Yi-Hui
26,700,000 100
Supervisor Loteson International
Investments Limited
Legal Representative: Ho,
Kun-Shan
26,700,000 100
Xin Cheng Ltd. Director Good Hope Investments
Ltd.
Legal Representative: Ho,
Mei-Yu
100,000 100
Rui Jia Trading Co. Director Good Hope Investments
Ltd. Legal Representative:
Bao,Yu-Yi
101,281 100
Jae You Co., Ltd. Director Guan Si Development Co,
Ltd. Legal Representative:
Ho,Jian-Sheng
20,016,756 100
Lotes Suzhou Co.,
Ltd
Chairperson Jae You Co., Ltd.Legal
Representative: Chu,
Te-Hsiang
19,989,221 100
Director
(Vice
Chairperson)
Jae You Co., Ltd.Legal
Representative: Ho, Te-Yu
19,989,221 100
Director Jae You Co., Ltd.Legal
Representative: Kung,
Yung-Sheng
19,989,221 100
Supervisor Jae You Co., Ltd.Legal
Representative: Chen,
Ya-Yuan
19,989,221 100
Wangden
Investments Co.,
Ltd.
Director Zha Xi Investments Ltd.
Legal Representative: Lin,
Yi-Jun
500,000 100
Tsongkha
Technology (Shen
Zhen) Co., Ltd.

Director
Wangden Investments Co.,
Ltd.
Legal Representative:
Wang, Ying-Ping, Ho,
Te-Yu,Lin,Ko-Lun
500,000 100

293

Lotes Hengnan Co.,
Ltd.
Director Lotes Guanghou Co., Ltd.
Legal Representative: Ho,
Te-Yu, Chen, Zhi-Yu, Lin,
Ko-Lun
48,000,000 100
Lotes Hengnan Co.,
Ltd.
Supervisor Lotes Guanghou Co., Ltd.
Legal Representative: Lu,
Chih-Cheng
48,000,000
Shenzhen Deyi
Automation
Technology Co.,
Ltd.
Director Lotes Guanghou Co., Ltd.
Legal Representative:
Wang, Ying-Ping
25,000,000 100
Shenzhen Deyi
Automation
Technology Co.,
Ltd.
Supervisor Lotes Guanghou Co., Ltd.
Legal Representative:
Wang, Hsi-Hung
25,000,000
Ememe Robot Co.,
Ltd
Chairperson Jiayu Investment Co., Ltd.
Legal Representative: Chu,
Te-Hsiang
6,960,000 94.37
Director Jiayu Investment Co., Ltd.
Legal Representative: Hui,
Wen
6,960,000 94.37
Director Jiayu Investment Co., Ltd.
Legal Representative: Liu,
Hsing-Hsia
6,960,000 94.37
Supervisor Hsu, Feng-Yu 0 94.37
Lintes Technology
Co., Ltd
Chairperson Jiayu Investment Co., Ltd.
Legal Representative: Chu,
Te-Hsiang
29,712,788 61.71
Director Jiayu Investment Co., Ltd.
Legal Representative: Ho,
Te-Yu
29,712,788 61.71
Director Jiayu Investment Co., Ltd.
Legal Representative: Luo,
Wei-Ren
29,712,788 61.71
Director Lai, Wei-Ru 0 -
Director Ye, Jing-Zhong 0 -
Director Ling, Ge 0 -
Director Yang, Zhi-Qing 0 -
Laida Technology
Co., Ltd.
Director Jiayu Investment Co., Ltd.
Legal Representative: Chu,
Te-Hsiang
1,316,400 46.74
Director Ho, Te-Yu 600,000 21.30
Director Luo, Wei-Ren 300,000 10.65
Director Chen, Ya-Yuan 0 -
Director Wen, Biao 0 -
Supervisor Hsu, Feng-Yu 0 -
LOTES USA, INC Director Lotes Co., Ltd. Legal
Representative: Wang,
2,500,000 100

294

Ying-Lin
Director Lotes Co., Ltd. Legal
Representative: Huang,
Rui-Jin
2,500,000 100
Director Lotes Co., Ltd. Legal
Representative:Lin,Yi-Jun
2,500,000 100
LOTES EU,GmbH Director Lotes Co., Ltd. Legal
Representative: Tsai,
Ming-Jui
100,000 100
Director Lotes Co., Ltd. Legal
Representative: Hsieh,
Chia-Hsing
100,000 100
Jilong Co., Ltd. Director Lintes Technology Co., Ltd
Legal Representative: Chen,
Ya-Yuan
4,950,000 100
Sunmax Technology
Co., Ltd.
Director Jilong Co., Ltd.Legal
Representative: Liao,
Hui-Ying
4,950,000 100
Lintes Technology
(Suzhou) Co., Ltd.
Chairperson Sunmax Technology Co.,
Ltd.Legal Representative:
Ho,Te-Yu
4,950,000 100
Director
and
President
Sunmax Technology Co.,
Ltd.Legal Representative:
Luo,Wei-Ren
4,950,000 100
Director Sunmax Technology Co.,
Ltd.Legal Representative:
Chu,Te-Hsiang
4,950,000 100
Supervisor Sunmax Technology Co.,
Ltd.Legal Representative:
Bao,Yu-Yi
4,950,000 100
Lotes Zhongshan
Co., Ltd
Chairperson Lotes Guanghou Co., Ltd.
Legal Representative: Ho,
Te-Yu
11,500,000 100
Director Lotes Guanghou Co., Ltd.
Legal Representative: Chu
Chen,Yi-Hui
11,500,000 100
Director Lotes Guanghou Co., Ltd.
Legal Representative: Ho,
Hung-Yu
11,500,000 100
Supervisor Lotes Guanghou Co., Ltd.
Legal Representative: Ling,
Ya-Chi
11,500,000 100
Guangzhou Leside
Technology Co.,
Ltd.
Chairperson Lotes Guanghou Co., Ltd.
Legal Representative:
Wang,Ying-Chu
700,000 100
Supervisor Lotes Guanghou Co., Ltd.
Legal Representative:
Deng,Li-Ming
700,000 100
Chongqing Fuxinrui
Techmology Co.,
Ltd.
Chairperson Guangzhou Leside
Technology Co., Ltd.Legal
Representative: He,
Yonh-Hong
306,000 51
Director Guangzhou Leside
Technology Co., Ltd.Legal
Representative: Deng,
Li-Ming
306,000 51
Supervisor Guangzhou Leside
Technology Co.,Ltd.Legal
306,000 51

295

Representative: Wang,
Xue-Liang
Hengnan Deyi
Property
Development Co.,
Ltd.
Chairperson Lotes Guanghou Co., Ltd.
Legal Representative: Ho,
Te-Yu
23,000,000 100
Supervisor Lotes Guanghou Co., Ltd.
Legal Representative: Lu,
Chih-Cheng
23,000,000 100

(5) Operating overview of affiliates

Unit: 1,000 TWD Unit: 1,000 TWD Unit: 1,000 TWD Unit: 1,000 TWD Unit: 1,000 TWD Unit: 1,000 TWD Unit: 1,000 TWD Unit: 1,000 TWD
Name of Company Capital Total Assets Liabilities Net Worth Operating
Revenue
Operating
(Loss)Gain
After tax
(Loss)Gain
EPS
1 LOTES
INVESTMENT
Ltd.
780,979
4,392,104

0
4,392,104
0

0

805,171

30.91
2 Good Hope
Investments
Limited
12,030
1,537,963

0
1,537,963
0

0

35,733

89.05
3 Guan Si
Development Co,
Ltd.
600,092
1,902,509

0
1,902,509
0

0

227,196

11.35
4 Zha Xi Investments
Ltd.
14,990
111,720

0

111,720

0

0

13,707

27.41
5 Jiayu Investment
Co.,Ltd.
690,000
877,143

315

876,828

103,472

103,279

103,213

1.50
6 LOTES USA Inc. 74,950
54,338

5,897

48,441

0

(29,126)
(7,389) (2.96)
7 LOTES EU Gmbh 3,359
4,981

1,270

3,711

509

(5,714)
2,008
20.09
8 Loteson
International
Investments
Limited
780,979
4,528,344

0
4,528,344
0

0

805,171

30.91
9 Xin ChengLtd. 2,998
237,725

235,988

1,737
1,329,766
(44)
(38) (0.38)
10 Rui Jia TradingCo. 3,036
3,869,542
3,260,354
609,188
9,239,134
17,208

35,771

353.18
11 Jae You Co.,Ltd. 600,102
1,919,200

**0 **
1,919,200 0 0
227,196

11.35
12 Wangden
Investments Co.,
Ltd.
14,990
111,720

0

111,720

0

0

13,707

27.41
13 Ememe Robot Co.,
Ltd
73,750
5,526

13,856
(8,329) **2,101 **
142

653

0.09
14 Laida Technology
Co.,Ltd.
28,164
27,976

**301 **

27,675
0 (490) (489) (0.17)
15 Lintes Technology
Co.,Ltd
570,000
1,925,753

436,390
1,489,363 2,191,726
181,686

156,114

3.04
16 JilongCo.,Ltd. 148,401
169,589
0
169,589
0
0

51,537

10.41
17 Sunmax
Technology Co.,
Ltd.
148,401
196,241

26,652

169,589

0

(27,476)
51,537
10.41
18 Lotes Guanghou
Co.,Ltd
800,466
6,293,824
1,901,741 4,392,083 9,088,698
926,751

805,171

30.16
19 Lotes Suzhou Co.,
Ltd
599,277
2,102,171

199,720
1,902,452 1,688,858
261,019

227,196

11.37
20 Tsongkha
Technology (Shen
Zhen)Co.,Ltd.
14,990
515,286

403,566

111,720

711,420

18,181

13,707

27.41

296

21 Lotes Hengnan Co.,
Ltd.

371,734

667,631

164,140

503,491

887,065

84,619

61,701

0.71
22 Lintes Technology
(Suzhou)Co.,Ltd.
148,401
693,711

497,470

196,241
1,952,058
116,276

79,014

15.96
Name of Company Capital Total Assets Liabilities Net Worth Operating
Revenue
Operating
(Loss)Gain
After tax
(Loss)Gain
EPS
23 Shenzhen Deyi
Automation
Technology Co.,
Ltd.
107,438
167,317

90,746

76,572

288,065

23,619

23,766

0.95
24 Lotes Zhongshan
Co.,Ltd
1,031,400
1,167,831

160,934
1,006,897
105,838

(29,156)
(25,563) (0.11)
25 Zhongshan Dezhi
Metal Surface
Treatment Co.,Ltd.
15,041
15,042

1

15,041

0

0

0

0.00
26 Hengnan Deyi
Property
Development Co.,
Ltd.
98,843
98,838

0

98,838

0

(10)
(5) (0.00)
27 Guangzhou Leside
Technology Co.,
Ltd.
3,008
1,744

406

1,338

330

(1,587)
(1,743) (2.49)
28 Chongqing
Fuxinrui
Techmology Co.,
Ltd.
2,579
1,539

0

1,539

0

(1,090)
(1,085) (1.81)

297

(6) Consolidated financial statements of affiliates:

Declaration

For the fiscal year 2019 (January 1, 2019 through December 31, 2019), the companies that should be included in the preparation of the consolidated financial statements of affiliated enterprises in accordance with the "Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises" are the same companies that should be included in the preparation of the consolidated financial statements of their parent and subsidiaries in accordance with IAS 10 approved by the Financial Supervisory Commission, and the information that should be disclosed in the consolidated financial statements of affiliated enterprises has been disclosed in the consolidated financial statements of the parent and subsidiaries previously disclosed, the Company hereby does not prepare separate consolidated financial statements of affiliated enterprises.

Company Name: Lotes Co., Ltd.

Chairperson: Chu, Te-Hsiang Date: March 25, 2020

(7) Affiliates Report: None.

  1. Private placements of marketable securities as of the date of publication of the most recent year and as of the date of the annual report: None.

  2. Shareholdings or dispositions of the Company's shares by subsidiaries for the most recent year and as of the date of the annual report: None.

  3. Other necessary additions: None.

  4. For the most recent year and as of the date of the annual report, if any event occurred that had a significant impact on shareholders' equity or the price of securities as defined in Article 36, paragraph 2, subparagraph 2, of the Securities and Exchange Act: None

298

Lotes Co., Ltd.

Chairperson: Chu, Te-Hsiang

President: Ho, Te-Yu

299