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LOTES Annual Report 2020

Aug 2, 2021

52339_rns_2021-08-02_e54aa97e-150e-43a8-b000-540968fc8d31.pdf

Annual Report

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Stock Symbol: 3533

Lotes Co., LTD

2020 Annual Report

Notice to readers

This English version annual report is a translation of the Chinese version. If there is any inconsistency or discrepancy between the English version and Chinese version, the Chinese version shall prevail for all intents and purposes.

Published on May 17, 2021 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: Li, Fung-Hui, Chung, Tan-Tan

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

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............................................................................................................................... 31
5. ACCOUNTANTS’ INFORMATION............................................................................................................................................. 58
6. TRANSFER OR PLEDGE OF SHARES BY THE COMPANY'S DIRECTORS,SUPERVISORS,MANAGERS AND STOCKHOLDERS WITH
MORE THAN10%OF THE COMPANY'S SHARES: ......................................................................................................................... 59
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 ................................................................................................................................................... 66
1. CAPITAL AND SHARES........................................................................................................................................................... 66
2. ISSUANCE OF CORPORATE BONDS: NONE.............................................................................................................................. 71
3. ISSUANCE OF PREFERRED SHARES: NONE............................................................................................................................. 71
4. ISSUANCE OF GLOBAL DEPOSITORY RECEIPTS: NONE............................................................................................................ 71
5. EEMPLOYEE SUBSCRIPTION WARRANTS: ............................................................................................................................... 71
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 ................................................................................................................ 69
1.DESCRIPTION OF THE BUSINESS............................................................................................................................................. 69
2. OVERVIEW OF MARKET,PRODUCTION AND SALES: ................................................................................................................ 80
3. EMPLOYEE INFORMATION..................................................................................................................................................... 89
4. DISBURSEMENTS FOR ENVIRONMENTAL PROTECTION........................................................................................................... 89
5. LABOR RELATIONS................................................................................................................................................................ 89
6. IMPORTANT CONTRACTS....................................................................................................................................................... 90
VI. OVERVIEW OF FINANCIAL STATUS ........................................................................................................................ 90
1. ACONDENSED BALANCE SHEET AND STATEMENT OF COMPREHENSIVE INCOME FOR THE LAST FIVE YEARS WITH THE NAME OF
THE ACCOUNTANT AND HIS OR HER AUDIT OPINION.................................................................................................................. 90
2. FIVE-YEAR FINANCIAL ANALYSIS.......................................................................................................................................... 87
3. 2019 AUDITREPORT OFSUPERVISORS FOR THEFINANCIALSTATEMENTS............................................................................. 97
4. 2019 FINANCIALSTATEMENTS ANDINDEPENDENTAUDITOR’SREPORT............................................................................... 97
5. 2019 CONSOLIDATEDFINANCIALSTATEMENT ANDINDEPENDENTAUDITOR’SREPORT.....................錯誤! 尚未定義書籤。
VII. REVIEW ANALYSIS OF FINANCIAL POSITION AND OPERATING PERFORMANCE AND RISK ISSUES
261
1. FINANCIAL POSITION.......................................................................................................................................................... 261
2. OPERATING PERFORMANCE................................................................................................................................................. 262
3. CASH FLOW........................................................................................................................................................................ 263
4. THE IMPACT OF MAJOR CAPITAL EXPENDITURES IN THE MOST RECENT YEAR ON FINANCIAL OPERATIONS: NONE. ............... 264
5. THE MAIN REASONS FOR THE MOST RECENT ANNUAL REINVESTMENT POLICY AND PROFIT OR LOSS,IMPROVEMENT PLANS
AND INVESTMENT PLANS FOR THE COMING YEAR: .................................................................................................................. 264
6. ANALYZE AND ASSESS THE FOLLOWING RISKS FOR THE MOST RECENT YEAR AND UP TO THE DATE OF PUBLICATION OF THE
ANNUAL REPORT: .................................................................................................................................................................... 265
7. OTHER IMPORTANT MATTERS: NONE. .................................................................................................................................. 268
VIII. SPECIAL NOTES ...................................................................................................................................................... 269
1. RELATED INFORMATION OF AFFILIATES............................................................................................................................... 269

2

I. Letters to Shareholders

1. 2020 Report on business operations

(1) Operational overview

Consolidated revenue for 2020 was NT$17,291 million, a 14.60% increase over revenue of NT$15,088 million for 2008. Consolidated net income was NT$2,732 million, a 31.60% increase over net income of NT$2,076 million for 2019, translating into earnings per share of NT$26.41.

In 2020, the global economy continued to be affected by the tense trade war between the U.S. and China, and the outbreak of COVID-19 caused extreme uncertainty in the global economic outlook, which also impacted the operations of the Company's industry. However, due to the gradual increase in the conversion rate of new-generation server and desktop CPU platforms and the results of the Company's active investment in new products and new customer development, the Company was able to achieve stable revenue growth in 2020 and set a new revenue record since its establishment. In terms of profitability, due to the continuous increase in the scale of operations, new product penetration and improved production efficiency, the Company's profitability in 2020 increased by 31.60% compared to 2019, and the earnings per share after tax reached a high level of $26.41.

(2) Operating plan implementation results and profitability analysis

a. Operating plan implementation results

Unit: NT$ thousands

Item 2020 2019 Increased
(decreased)
amount
Increased
(decreased)
proportion
Operating
revenues
17,291,332
15,088,872

2,202,460

14.60%
Operatingcosts 10,361,137
9,620,962

746,175

7.76%
Grossprofit 6,930,195
5,467,910

1,462,285

26.74%
Net income after
tax for the period

2,732,361

2,076,043

652,266

31.60%

b. Financial income and expenditure and profitability analysis

Item Item 2019 2020
Profitability
(%)
Return on total assets 13.92 15.44
Return on total
shareholders’ equity
19.47
21.58

Percentage
to capital
stock
265.81
212.08

358.30
273.65
230.46

354.66
Netprofit margin 13.75
15.80
Earnings per share after
tax
20.11
26.41

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.

  18. Approved by Taipei Exchange to register as emerging stock.

  19. 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 2020 register as listed company. The Company implemented the Enterprise Resource Management (ERP) system, SAP ERP, and went live on 1/7. DDR5 certified by DETEC Association. USB4.0 & Thunderbolt Jan4 certified by USB-IF Association.

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
Chairperso
n
R.O.C. Jiaming
Investment Co.,
Ltd.
Representative:
Chu, Te-Hsiang
Male June 14,
2019
3 October,
2004
10,040,037 9.70% 9,797,037 9.47% 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% 9,797,037 9.47% 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 23, 2021

corporate shareholders are: April 23,2021
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 23,2021
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 3

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 1
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 1
Yang,
Wen-Ming
- - V V V V V V V V V V V V V 0

Note: For each director or supervisor who has met each of the following criteria during the two years. prior to and during his or her term of office, please place a " V " in the box below each criteria code.

18

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

April 23,2021 April 23,2021 April 23,2021 April 23,2021
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
Rema
rks
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
&
Management
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
Management
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
Management
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
Management
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
Management
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
Management
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
Management
Assistant Vice
R.O.C. Lin,
Yao-Ching
Male January 21,
2016
0 0.00% 0 0 0 0 St. John's University/
Department of Electronic
Engineering
Foxconn Technology
None None None None

20

President 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
Management
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
Management
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
Management
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: 2020; 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 2,980 2,980 18 18 0.11% 0.11% 7,054 7,054 279 279 8,892 0 8,892 0 0.68% 0.68% 0
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
100 100 0 0 600 600 42 42 0.03% 0.03% 0 0 0 0 0 0 0 0 0.03% 0.03% 0

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 $1,000,000 Chin, Chang-Min,
Hsieh, Chia-Ying, Hu,
Jui-Ching, Tsai,
Ming-Jui. 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
$1,000,000 (inclusive) ~ $2,000,000 (exclusive) Ju, Te-Hsiang, Ho,
Te-Yu
$2,000,000 (inclusive) ~ $3,500,000 (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
$3,500,000(inclusive)~$5,000,000(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
Range of Remuneration Name of Name of Directors 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 $1,000,000 Chin, Chang-Min,
Hsieh, Chia-Ying, Hu,
Jui-Ching, Tsai,
Ming-Jui. Ho, Te-Yu
Chin, Chang-Min,
Hsieh, Chia-Ying, Hu,
Jui-Ching, Tsai,
Ming-Jui. Ho,Te-Yu
Chin, Chang-Min,
Hsieh, Chia-Ying, Hu,
Jui-Ching
Chin, Chang-Min,
Hsieh, Chia-Ying, Hu,
Jui-Ching
$1,000,000 (inclusive) ~ $2,000,000 (exclusive) Ju, Te-Hsiang, Ho,
Te-Yu
Ju, Te-Hsiang, Ho,
Te-Yu
$2,000,000(inclusive)~$3,500,000(exclusive)
$3,500,000(inclusive)~$5,000,000(exclusive) Ju, Te-Hsiang Ju, Te-Hsiang
$5,000,000 (inclusive) ~ $10,000,000 (exclusive) Ho, Te -Yu, Tsai,
Ming-Jui
Ho, Te -Yu, Tsai,
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)
$50,000,000 (inclusive) ~ $100,000,000
(exclusive)
$100,000,000 or more
Total 6 6 6 6

24

25

(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 0 900 900 48 48 0.03
%
0.03
%
0
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 $1,000,000 Chang, Kun-Yao, Yang,
Wen-Ming,Cheng,Ming-Sung
Chang, Kun-Yao, Yang, Wen-Ming,
Cheng,Ming-Sung
$1,000,000(inclusive)~$2,000,000(exclusive)
$2,000,000(inclusive)~$3,500,000(exclusive)
$3,500,000(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)
Total

26

(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
28,519 28,519 1,602 1,602 4,807 4,807 35,139 0 35,139 0 2..47% 2.47% 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

27

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
Ho,
Chi-Hsian
g
Assistant
Vice
Presiden
t
Liu,
Chi-Hung
Assistant
Vice
Presiden
t
Wu,
Yu-Wei

28

Remuneration Schedule

Remuneration Schedule Remuneration Schedule
Range of Remuneration Name of Presidents and Vice Presidents
The Company Consolidated
Less than$1,000,000 Wu, Yu-Wei Wu, Yu-Wei
$1,000,000(inclusive)~$2,000,000(exclusive)
$2,000,000 (inclusive) ~ $3,500,000 (exclusive) Chu Chen, Yi-Hui, Lin, Ching-Hao, Lin, Tsun-Te,
Lin,Yao-Ching,Liu,Chi-Hung
Chu Chen, Yi-Hui, Lin, Ching-Hao, Lin, Tsun-Te,
Lin,Yao-Ching,Liu,Chi-Hung
$3,500,000 (inclusive) ~ $5,000,000 (exclusive) Ho, Te-Yu, Chu, Te-Hsiang, Wu, Yi-Chen, Lin,
Yao-Ching,Liu,Chi-Hung
Ho, Te-Yu, Chu, Te-Hsiang, 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)
Total 15people 15people

29

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

Year: 2020; Unit: 1,000 TWD

Year: 2020; 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


38,330 38,330 1.35%
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
Business
Management
Assistant Vice
President
Ho,
Chi-Hsiang
Business
Management
Assistant Vice
President
Liu,
Chi-Hung
Business
Management
Assistant Vice
President
Wu, Yu-Wei
Sales A
Assistant Vice
President
Wu,
Yi-Chen

30

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

Note 1: Employee remuneration for 2020 is estimated based on the proportion of employee remuneration paid in 2019.

  • (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 2019 2020
The Company Total remuneration 67,370
90,980
Proportion of net profit
after tax
3.24%
3.32%
Consolidated Total remuneration 67,370
90,980
Proportion of net profit
after tax
3.24%
3.32%

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.

  1. Corporate governance operations

  2. (1) Operations of the Board of Directors

The Board of Directors met 5 times in 2020 (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
5 0 100% June 14, 2019
Shareholders'
Meeting
re-election;
reappointment

31

Director Chia Ming Ltd.
Representative: Ho,
Te-Yu
5 0 100% June 14, 2019
Shareholders’
Meeting
re-election;
reappointment
Director Tsai, Ming-Jui 4 0 80% June 14, 2019
Shareholders’
Meeting
re-election;
reappointment
Director Chin, Chang-Min 5 0 100% June 14, 2019
Shareholders’
Meeting
re-election;
reappointment
Director Hu, Jui-Ching 4 0 80% June 14, 2019
Shareholders’
Meeting
re-election;
reappointment
Independent
director
Hsieh, Chia-Ying 5 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 5 times in 2020 (A) and the attendance of Supervisor was as follows:

Title Name Attendance
in Person B
Attendance Rate
(%)(B/A)
Remarks
Legal
Representati
Jinling Investment Co.,
Ltd.: Chang,Kun-Yao
5 100% June 14, 2019
Shareholders’

32

ve of a
Supervisor
Meeting
re-election;
reappointment
Supervisor Yang, Wen-Ming 5 100% June 14, 2019
Shareholders’
Meeting
re-election;
reappointment
Supervisor Cheng, Ming-Sung 5 100% June 14, 2019
Shareholders’
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.

33

  • (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 The Code of Corporate Governance was approved by the Board
of Directors and is posted on the Company's website and
the Market Observation Post System.


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
















34

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
3.
Composition and Responsibilities of the Board of
Directors
(1)
Does the Board develop and implement a diversified
policy for the composition of its members?
V (1) The Company has established the "Code of Corporate
Governance Practices" in accordance with the law, and
Article 20 stipulates that the composition of the Board of
Directors shall take into account diversity. In addition to the
fact that the number of directors who are also managers of
the Company should not exceed one-third of the seats of the
Board of Directors, the Company shall formulate an
appropriate diversity policy with respect to its own
operation, business model and development needs, which
shall include but not be limited to the following two major
criteria.
Basic qualifications and values: gender, age, nationality,
and culture, etc.
Professional knowledge and skills: professional background
(e.g., law, accounting, industry, finance, marketing or
technology), professional skills and industry experience,
etc.
Board members should generally possess the knowledge,
skills and qualities necessary to perform their duties. In
order to achieve the desired goals of corporate governance,
the Board of Directors as a whole should possess the
following competencies:
a. Operational judgment.
b. Accounting and financial analysis ability.
c. Management skills.
d. Crisis management ability.
e. Industry knowledge.
f. International market perspective.
g. Leadership skills.
h. Decision-making ability.
The six directors are all from the Republic of China, five
are male and one is female, including two independent
directors. The directors come from different professional
backgrounds or fields of work, including engineering,
finance, marketing, and operations management. They have
the necessary knowledge, skills and qualities to carry out
their duties and responsibilities, which enable them to
develop the Company's board of directors.

























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.

35

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
(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 (2) The Company intends to re-elect the members of the Board
of Directors and establish an Audit Committee to replace
the supervisory system in 2021. There are no plans to
establish other functional committees.
(3) The Company intends to re-elect the members of the Board
of Directors and establish an Audit Committee to replace
the supervisory system in 2021. There are no plans to
establish other functional committees.
(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.
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's Board of Directors appointed Liu Xingxia,
Finance Manager, to also serve as Head of Corporate
Governance on August 11, 2020, 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
service agency to deal with shareholder affairs?
V The Company currently appoints the Stock Agency Department
of SinoPac Securities to handle the relevant shareholders'
affairs.


None

36

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
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
a Quality Assurance Department and a Customer Support
Department to provide transparent and effective after-sales
















None

37

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
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. In order to continue to strengthen corporate governance, the Company will
make the followingimprovements in accordance with the 2020 evaluation index:
109 年評鑑指標
改善情形
Does the company not have a government agency or a single
legal entity and its subsidiaries occupying at least one-third of
the board of directors?
Currently, two of the six directors of the Company are
corporations, and it is expected that seven directors will be
re-elected at the 2021 Annual General Meeting of
Shareholders to reduce theproportion of corporate directors.
Is the number of directors who are employees of the Company,
its parent, child or sister company less than one-third of the
total number of directors?
Currently, two of the Company's six directors are corporate
representatives and one natural person director is an employee
of the Company. It is expected that seven directors will be
re-elected at the 2021 Annual General Meeting of
Shareholders, and none of the natural person directors will be
employees of the Company, its parent, subsidiaries or sister
companies, in order to reduce the proportion of corporate
directors.
Does the company have an audit committee that meets the
requirements?
The Company expects to elect three independent directors at
the 2021 Annual General Meeting of Shareholders and to
establish an audit committee in compliance with the
regulations. The Company also intends to disclose the annual
highlights and operations of the audit committee in the 2021
Annual Report.
Does the company have a corporate governance officer in
charge of corporate governance-related matters, and does
he/she explain on the company's website and in the annual
report the terms of reference, business execution priorities for
the year, and the status of training?
On August 11, 2020, the Board of Directors appointed
Finance Manager Liu Hsinghsia as the Head of Corporate
Governance, who is responsible for providing information
necessary for directors and supervisors to carry out their
business, handling matters related to the meetings of the
Board of Directors and shareholders' meetings, registering
companies and registering changes, and preparing minutes of
the Board of Directors and shareholders' meetings in
accordance with the law. However, as the annual report of the
2020 Annual General Meeting of Shareholders was not yet

38

Evaluation Item Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
assigned at the time of printing, it could not be included in the
annual report.
  • (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

39

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,

40

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
March 23, 2020
1stRemuneration
Committee for 2020
(1) The Company's annual compensation for
employees for 2019
(2) The Company's annual remuneration for directors
and supervisors for 2019
All members present
agreed to approve
the motion
Submitted to the
Company's Board
of Directors for
approval
November 12, 2020
2ndRemuneration
Committee for 2020
(1) The Company's managers' bonus for FY108 and
special bonus for 2020
(2) Year-end bonuses for the Company's managers for
2020
All members present
agreed to approve
the motion
Submitted to the
Company's Board
of Directors for
approval

(6) Corporate Social Responsibility:

Evaluation Item Implementation Status

Deviations from “the Corporate Social

41

Yes No Abstract Explanation Responsibility Best-Practice Principles
for TWSE/TPEx Listed Companies”
and Reasons
1. Does the Company conduct risk assessments on



V The Company has not conducted risk assessment on
environmental, social and corporate governance
issues related to the Company's operations in
accordance with the materiality principle, and has
formulated relevant risk management policies or
strategies.





Although the Company has not
yet conducted the relevant risk
assessment
based
on
the
materiality principle, in terms of
practical actions, the Company
has implemented the relevant
laws, international standards and
conventions on environmental
protection, labor rights, social
care and important issues of
corporate governance to ensure
the interests of stakeholders.

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?



(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
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?

42

Evaluation Evaluation Item Implementation Status Implementation Status 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 Has the Companycompiled statistics on
greenhouse gas emissions, water consumption,
and total weight of waste in the past two years,
andformulated policies on energy conservation,
carbon reduction, greenhouse gas reduction,
water
use
reduction,
or
other
waste
management?
compiled statistics on




(3) The Company has not yet evaluated the potential
risks and opportunities of climate change on its
business now and in the future. However, the
Company has placed emphasis on the control of
exhaust and wastewater emissions to reduce its
impact on climate change.
(4) In the past two years, our Guangzhou and
Suzhou
plants
have
increased
their
hydroelectricity and carbon dioxide emissions
due to the increase in production capacity. We
have also actively adopted energy-saving and
carbon-reducing measures by installing solar
power generation facilities in our plants and
dormitories to achieve no noise and no pollution,
and to reduce emissions of haze, carbon dioxide,
sulfur dioxide, carbon dust and nitrogen oxides
from coal generation, which is conducive to
energysavingand carbon reduction.
















and total weight of waste in the past two years,

andformulated policies on energy conservation,
carbon reduction, greenhouse gas reduction,
water
use
reduction,
or
other
waste

management?
Water
consum
ption
(tons)
Electricity
consumption
(Kwh)
Greenhou
se gas
emissions
(tons of
CO2
equivalen
t/year)

Other
wastes
(tons)
2019 376,978 60,526,496 50,926 8,263
2020 359,769 44,520,671 36,298 7,781
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

V
V
(1) The Company recognizes and complies with
international
human
rights
conventions,
including
the
United
Nations
Universal
Declaration
of
Human
Rights
and
the
International Labor Organization Convention,
and supports the United Nations "Protect,





None

43

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
reasonable employee benefits (including
compensation, vacation and other benefits) and
appropriately reflect operating performance or
results in employee compensation?
Are reasonable employee benefits measures
(including compensation, leave and other benefits,
etc.) in place and appropriately reflected in
employee compensation?
(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
Respect and Remedy: A Framework for
Business and Human Rights" and its "Guiding
Principles". We actively comply with human
rights and labor rights laws and regulations in
all of our locations, the Responsible Business
Alliance Code of Conduct (RBA), and the
requirements of our customers, and have
established relevant management systems and
policies
on
working
hours,
wages,
anti-discrimination and harassment, gender
equality
at
work,
etc.
to
ensure
the
implementation
of
our
commitments.
In
addition to explaining the company's policy and
position to employees through announcements,
events, literature and meetings, we also educate
employees on the importance of human rights
protection
and
labor
rights
and
related
information through various channels, such as
new employee training and employee training.
(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.



























None

44

Evaluation Item 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,
marketing and labeling of its products and
services,and has it formulated relevant policies
and complaint procedures to protect consumer
rights?
(6) Does the Companyhavea suppliermanagement
policy that requires suppliers to comply with
relevant
regulations
on
environmental
protection, occupational safety and health, or
human rights in the workplace, and how is it
implemented?












V
V
V
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
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 Companyhas established Safetyand


























marketing and labeling of its products and
services,and has it formulated relevant policies
and complaint procedures to protect consumer

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?

45

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
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
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
groupaccident insurance for our employees to




























46

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
fully protect their rights and interests.
(4) Our company has set up the corresponding
annual training plan according to each function
and level, and arranged internal and external
training or OJT (On Job Training) to enable
employees to maximize their performance in
their positions, so that the company and
individuals can develop and grow together.
(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.

47

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
7. Other important information to facilitate better understanding of the company’s corporate social responsibility practices
The Company will continue to participate in regional donations and community related activities,
-
In Taiwan: donated to the Keelung City government for the poor families and sponsored the meal together for the elderly in Zhonglun Li,
Keelung City; jointly sponsored the rehabilitation bus of the New Taipei City government, sponsored the activities of the disabled groups and the
life education promotion with the Christian Church; jointly sponsored the Hope Primary School in India with the Christian Church.
-
In Mainland China: Sponsored more than 30 poor college students to complete their studies; combined with relevant government resources to
participate in long-term support of disadvantaged groups, actively organized staff to participate in community activities, and donated materials
and funds to orphanages. Organized blood donation activities,with more than 220peopleparticipating.

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

Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status (Note 1) Deviations from “the
Ethical Corporate
Management Best-Practice
Principles for TWSE/TPEx
Listed Companies” and
Reasons
Yes No Abstract Illustration
1.
Establishment of ethical corporate management
policies and programs
(1) Does the 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













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 in 2020.
(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














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

48

Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status (Note 1) Deviations from “the
Ethical Corporate
Management Best-Practice
Principles for TWSE/TPEx
Listed Companies” and
Reasons
Yes No Abstract Illustration
(3) preventive measures under Article 7, paragraph 2 of






V
instructors.
(3) The Company's dedicated unit shall hold an
annual internal promotion and arrange for the
chairman, president or senior management to
convey the importance of integrity to directors,
employees and appointees.
The Company shall incorporate integrity
management into employee performance
appraisal and human resources policies, and
establish a clear and effective system of rewards,
penalties and grievances.
The Company shall dismiss or terminate the
employment of the Company's employees in
accordance with relevant laws and regulations
or in accordance with the Company's personnel
policy in the event of a significant breach of
integrity.
The Company shall disclose on the Company's
internal website the title, name, date of
violation, content of the violation, and the
circumstances under which the violation was
handled.










"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?
(2) Has the company established a special (part-time)
unit under the Board of Directors to promote
corporate integritymanagement,and regularly (at





V
V
(1) The Company assesses the legality and integrity
of the transactions between companies with
which
it
has
business
dealings
before
proceeding with subsequent transactions. A
ethical conduct clause is also included in the
signed commercial contract and is executed






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

49

Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status (Note 1) Deviations from “the
Ethical Corporate
Management Best-Practice
Principles for TWSE/TPEx
Listed Companies” and
Reasons
Yes No Abstract Illustration
least once a year) reports to the Board of Directors
on its integrity management policies and plans to
prevent dishonest practices and monitor their
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 after inspection by the legal unit.
(2) The Company has designated the Management
Department as a dedicated unit to promote
corporate integrity management.
The Company did not find any significant
breach of integrity management during 2020
and the Board of Directors reported the
implementation of the Company's integrity
management policy on March 24, 2021.
(3) The Company establishes and publishes an
internal independent whistleblower or statement
mailbox [email protected] and a hotline on the
Company's website and intranet site, or
commissions other external independent
organizations to provide a whistleblower
mailbox or hotline for use by internal and
external personnel of the Company.
(4) The Company has established "Procedures and
Conduct Guidelines for Integrity Management"
as the basis for compliance with the Company's
internal control system, but has not yet
established an audit plan for this purpose.
(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.















(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
evaluate
whether
to
conduct
internal
education and training
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?

50

Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status (Note 1) Deviations from “the
Ethical Corporate
Management Best-Practice
Principles for TWSE/TPEx
Listed Companies” and
Reasons
Yes No Abstract Illustration
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 established a specific
reporting and reward system, but encourages
internal and external personnel to report dishonest
conduct or misconduct.
The Company has established and announced an
internal
independent
whistleblower
mailbox
[email protected] and a dedicated hotline on the
Company's website and intranet site for the use of
internal personnel.
The Company's personnel who handle reports shall
declare in writing that the identity of the
whistleblower and the content of the report shall be
kept confidential, and undertake to protect the
whistleblower from being improperly dealt with as
a result of the report.












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.
Strengthening information disclosure
Does the company disclose its ethical corporate
management policies and the results of its
implementation on the company’s website and MOPS?
V The Company currently conducts the promotion of
the Ethical Corporate Management Best Practice
Principles and concepts through its internal website.


Follow
the
Company's
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 Companycurrentlyoperates in accordance with the spirit of the Ethical Corporate Management Best Practice Principles,except that the Companyhas

51

Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status (Note 1) Deviations from “the
Ethical Corporate
Management Best-Practice
Principles for TWSE/TPEx
Listed Companies” and
Reasons
Yes No Abstract Illustration
not established a dedicated unit and has not established a
Corporate Management Best Practice Principles.
reporting channel and a disciplinary and complaint system for non-compliance with Ethical
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.

52

  • (10) Implementation status of internal control system

  • Statement of internal control system

Lotes Co., LTD

Statement of Internal Control System

Date: March 24, 2021

The Company's internal control system for 2020, 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, 2020, 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.

53

  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 24, 2021. 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.

54

  • (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.

  • (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:

  • Contents of important resolutions of the Board of Directors and shareholders meeting

Shareholders
/ Board of
Directors
Meeting

Date
Important Resolutions
Board of
Directors
Meeting
March 25,
2020
1. The Company’s 2019 amount and method of compensation for employees
and directors and supervisors.
2. The Company’s 2019 annual business report, financial statements and
consolidated financial statements.
3. The Company’s 2019 surplus distribution.
4. Issued the Company’s “Statement for internal control system”
5. To amend part of the articles of the Company’s “Directors' Meeting
Control”
6. To amend part of the articles of the Company’s “Rules of Procedure of
Shareholders' Meeting”
7. To amend part of the articles of the Company’s “Application for
suspension and resumption of trading procedures”
9. To amend part of the articles of the Company’s “Code of Ethics”
10. To amend part of the articles of the Company’s “Financial statement
preparation process control operations”
11. In order to meet the capital needs of the Company's subsidiary in
mainland China, Lotes Guangzhou Co., Ltd. for the future expansion of its
operating facilities and the flexible use of the Group's working capital, the
Company intends to apply for a loan of funds to its subsidiary, Lotes
Guangzhou, within a limit of RMB50 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 11,
2020
1. The Company intends to apply for a consolidated credit line of US$6
million from Bank SinoPac Co., Ltd.
2. The Company intends to apply for a credit line of US$8 million from
Bank SinoPac Co., Ltd., and the Company will provide a guarantee to the
investee company.
3. The Company intends to establish a "Board of Directors' Self-Assessment
Plan".
Shareholders
Meeting

June 19,
2020
1. 2019 Annual Business Report and Financial Statements.
2. Distribution plan of earnings for 2019.
3. Amendment to certainprovisions of the "Rules of Procedure of the

55

Shareholders' Meeting" of the Company.
Board of
Directors
Meeting
June 24,
2020
1. To set the ex-dividend date for the 2019 cash dividends.
2. The "Regulations for Prevention of Insider Trading" of the Company are
proposed to be formulated.
3. The Company intends to apply for a consolidated credit line of NT$200
million from Hua Nan Commercial Bank.
4. The Company intends to apply for a consolidated credit line of
US$3,000,000 from Mega International Commercial Bank.
5. The Company intends to apply for a credit line of NT$300 million from
E.SUN Bank.
6. The Company intends to apply for a credit line of NT$300 million from
ChinaTrust.
Board of
Directors
Meeting
August 11,
2020
1. The Company intends to invest in the establishment of a Vietnam
subsidiary to strengthen the flexibility of the Group's capacity
adjustment, to reduce the risk of over-concentration of the Group's
production capacity, and to expand the Group's business layout in the
Southeast Asian market.
2. The Company intends to apply for a consolidated credit line of NT$800
million from Hua Nan Commercial Bank for 2019 dividend project.
3. The Company intends to establish an additional "Code of Corporate
Governance Practices".
4. The Company intends to establish additional "Operating Procedures and
Conduct Guidelines for Integrity Management".
5. The appointment of the head of corporategovernance of the Company.
Board of
Directors
Meeting
November
12, 2020
1. The Company's managers' year-end bonuses for 2020.
2. The schedule of the Company's 2021 internal audit plan.
Board of
Directors
Meeting
March 24,
2021
1. To approve the Company's 2021 annual budget.
2. To approve the amendment to the "Regulations Governing the
Remuneration of Directors and Supervisors" of the Company.
3. The amount and method of compensation for employees, directors and
supervisors for the year ended December 31, 2020.
4. The Company's operating report, financial statements and consolidated
financial statements for the year ended December 31, 2020.
5. Distribution of the Company's earnings for the year ended December 31,
2020.
6. To issue the "Statement of Internal Control System" of the Company.
7. To establish the "Organizational Rules and Regulations of the Audit
Committee" of the Company.
8. To revise certain provisions of the "Articles of Incorporation" of the
Company.

56

  1. To revise certain provisions of the Company's "Control over the Acquisition or Disposal of Assets". 10. To revise the Company's "control over the lending of funds and endorsement and guarantee". 11. to revise the "Election of Directors and Supervisors" of the Company. 12. To amend certain provisions of the Company's "Rules of Procedure for Shareholders' Meetings". 13 To revise certain provisions of the Company's "Code of Business Conduct with Integrity". 14. Proposed amendments to certain provisions of the Company's "Procedures and Conduct Guidelines for Integrity Management". 15. To repeal the "Rules Governing the Authority of Corporate Supervisors". 16. To amend the Company's internal regulations. 17. To revise certain provisions of the "Seal Control Procedures" of the Company. 18. The Company intends to invest NT$37,935,340 in LeRain Technology Co., Ltd. (hereinafter referred to as "LeRain Technology"), a transferring company merged into the Company's consolidated financial statements. 19. To re-elect directors of the Company. 20. The Board of Directors nominated and considered the list of candidates for director (including independent director). 21. The Company proposed to apply for a comprehensive credit line of NT$600 million from South China Bank. 22. To convene the 2021 Annual General Meeting of Shareholders of the Company.

  2. Review of the implementation of matters resolved at the 2020 annual general meeting of shareholders

Shareholders MeetingResolutions Implementation Status
1. 2019 Annual Business Report and Financial
Statement.
The Company’s 2019 operating revenue was
NT$15,088,872
thousand,
net
income
was
NT$2,076,043 thousand and earnings per common
stock was NT$20.11.
2. 2019 Surplus Distribution. In accordance with the resolution, the shareholders
allotted a cash dividend of NT$10.5 per share and a
total of NT$1,086,517 thousand in cash.
3. Amendment to the Company’s “The Rules
of Procedure of the Shareholders' Meeting.”.
Execute as resolved.
  • (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

57

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 Accounting Firm Name of CPA Name of CPA Name of CPA Audit
Period
Remarks
KPMG Taiwan Li,
Fung-Hui
Chung,
Tan-Tan
2020
Unit: NT$thousand
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 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.

  2. 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.

  3. 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.

  4. (2) Information on replacement of CPA:

  5. 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

58

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
Other Revealed Matters (Article
10, Subparagraph 6, Item 1-4 to
1-7 of this Standard)
None
  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
Title Name 2020 As of March 31 of 2021

59

Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Chairperson Chia Ming
Investment Ltd.
Representative:
Chu, Te-Hsiang
(132,000) 0 0 0
Legal
Representative
of the
Chairperson
Chu, Te-Hsiang
0 0 0 0
Director Chia Ming
Investment Ltd.
Representative:
Ho, Te-Yu
(132,000) 0 0 0
Legal
Representative
of the
Chairperson
Ho, Te-Yu
0 0 0 0
Director Tsai, Ming-Jui
0 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
and major
Shareholder
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
0 0 0 0
R&D Director Chu, Te-Hsiang
0 0 0 0
Associate
President's
office
Chu Chen,
Yi-Hui
0 0 0 0
Sales
Senior Vice
President
Tsai, Ming-Jui
0 0 0 0
Business
Management
Vice President
Lu, Chih-Cheng
(5,000) 0 0 0

60

Business
Management
Vice President
Kung,
Yung-Sheng
0 0 0 0
Business
Management
Assistant Vice
President
Lin, Ching-Hao
(1,000) 0 0 0
Business
Management
Assistant Vice
President
Lin, Tsun-Te
1,000 0 0 0
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
0 0 0 0
Business
Management
Assistant Vice
President
Hou, Chi-Hsiang

1,000
0 (2,000) 0
Business
Management
Assistant Vice
President
Wu, Yu-Wei
0 0 0 0

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

61

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

62

7. Relationship among the Top Ten Shareholders

April 23, 2021

April 23, 2021 April 23, 2021
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.
9,797,037 9.47% 0 0.00% 0 0.00% Chu, Te-Hsiang Jiaming Investment Co., Ltd.
Chairperson
Chu Chen,
Yi-Hui
Jiaming Investment Co.,
Ltd.Supervisor
New Labor Pension 6,994,775 6.76% 0 0.00% 0 0.00% None None
Cathay Life Insurance
Company, Ltd.
5,306,000 5.13% 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.
3,810,047 3.68% 0 0.00% 0 0.00% None None
Dechuan Investment
Co., Ltd.
2,951,388 2.85% 0 0.00% 11,476 0.01% Chu, Te-Hsiang Jiaming Investment Co., Ltd.
Chairperson
Deutsche Bank to
manage Swedbank's
Robo Technology
Investment Account
2,500,000 2.42% 0 0.00% 0 0.00% None None

63

Investment account
of Deutsche Bank
entrusted to
Richard's Equity
Trust for small
companies
2,000,000 1.93% 0 0.00% 0 0.00% None None
Old Labor Pension 1,979,768 1.91% 0 0.00% 0 0.00% None None

64

  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.

65

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

66

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 23, 2021

Shareholder
structure
Item


Government
Agencies
Financial
Institutions
Other
Juridical
Persons
Domestic
Natural
Persons
Foreign
Institutions &
Natural
Persons
Total
Number of
Shareholders
4 111 56 5,542 260 5,973
Shareholding
(shares)
9,631,543 17,297,265 31,381,852 15,534,009 29,633,231 103,477,900
Percentage 9.31% 16.72% 30.33% 15.01% 28.64% 100.00%

67

(3).Diffusion of ownership

ffusion of ownership ffusion of ownership ffusion of ownership ffusion of ownership
April 23,2021
Class of Shareholding
(Unit: shares)
Number of
Shareholders
Shareholding (Shares) Percentage
1 ~ 999 1,981
235,645

0.23%
1,000 ~ 5,000 3,252
5,433,332

5.25%
5,001 ~ 10,000 251
1,885,012

1.82%
10,001 ~ 15,000 109
1,403,342

1.36%
15,001 ~ 20,000 50
891,892

0.86%
20,001 ~ 30,000 80
1,993,694

1.93%
30,001 ~ 50,000 68
2,638,319

2.55%
50,001 ~ 100,000 75
5,172,126

5.00%
100,001 ~ 200,000 41
5,750,026

5.56%
200,001 ~ 400,000 33
8,892,778

8.59%
400,001 ~ 600,000 10
4,768,790

4.61%
600,001 ~ 800,000 3
1,998,986

1.93%
800,001 ~ 1,000,000 5
4,657,490

4.50%
Over 1,000,001 15
57,756,468

55.82%
Total 5,973
103,477,900

100.00%

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.

least 5% of the shares. least 5% of the shares. least 5% of the shares.
Unit: shares April 21,2020
Shares
Major Shareholders

Shareholding
Shares Percentage
Jinling Investment Co., Ltd. 10,956,237 10.59%
Jiaming Investment Co., Ltd. 9,797,037 9.47%
New Labor Pension 6,994,775 6.76%
Cathay Life Insurance Company, Ltd. 5,306,000 5.13%
Dun Lin Investment Co., Ltd. 5,000,000 4.83%
Fubon Life Assurance Co., Ltd. 3,810,047 3.68%
Dechuan Investment Co., Ltd. 2,951,388 2.85%

68

Deutsche Bank to manage Swedbank's Robo Technology
Investment Account
2,500,000 2.42%
Investment account of Deutsche Bank entrusted to Richard's
EquityTrust for small companies
2,000,000 1.93%
Old Labor Pension 1,979,768 1.91%
  • (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

2019
2020 As of March 31,
2021 for the year
Market Price
per Share
Highest Mrket Price 331 488 587
Lowest Market Price 191.5 231.5 468
Average Mrket Price 261 359 527.5
Net Worth
per Share
Before Distribution 114.18
130.45
After Distribution 103.68
Earnings
per Share
Weighted Average Shares
(thousand shares)
103,231
103,478

103,478
Earnings
per Share
Before adjustment 20.11
26.41
After adjustment 20.06 26.34
Dividends
per Share
Cash Dividends 10.5 13.3
Stock
Dividends
Dividends from
Retained Earnings
Dividends from
Capital Surplus
Accumulated Undistributed
Dividends
Return on
Investment
Price / Earnings Ratio 12.98 13.59
Price / Dividend Ratio 24.86 26.99
Cash Dividend Yield Rate 4.02% 3.70%

(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 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

69

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$1,376,256 thousand in cash dividends of NT$13.30 per share from the 2020 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$97,235 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 compensation: the Company did not pay any employee stock dividends during the period.

  • Actual distribution of remuneration to employees, directors and supervisors during the prior year:

70

The Company's net income after tax for 2019 was $2,076,043 thousand, and the Board of Directors resolved to distribute employee remuneration of $73,100 thousand and director and supervisor remuneration of $4,480 thousand for 2019, which is the same as the actual distribution of employee, director and supervisor remuneration totaling $77,580 thousand for 2019 as resolved by the Board of Directors and reported at the 2019 Annual Meeting of Shareholders.

  • (9). Share repurchases: None

2. Issuance of corporate bonds: None

  1. Issuance of preferred shares: None

  2. Issuance of global depository receipts: None

  3. Eemployee subscription warrants:

  4. (1) Eemployee subscription warrants

loyee subscription warrants:
employee subscription warrants
loyee subscription warrants:
employee 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
(1,253,000common 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%after3 years
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
shares


0.01%

71

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.

72

  • (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

  2. Share issuance of merger company

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

73

V. Overview of Business Operations

A.Description of the business

(1). Scope of business

  1. Main business operation and sales ratio

  2. (1) 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.

  3. (2) Main products and their sales ratio

Unit: 1,000 TWD

2020 Net Operating
Major products Sales Ratio (%)
Sales(Note)
Connectors
(with cables)
16,764,112 96.95%
Other Electronic
Components
527,220 3.05%
Total 17,291,332 100.00%

2. 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.

  1. 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:

  • (1)Status and development trends of the industry

The growth of global market demand for consumer electronics products such as smartphones, personal computers and their peripherals has been declining since 2006, which has significantly depressed the sales momentum of related connector (cable) products. However, not only in terms of technology development, in response to the launch of diversified wearable electronic products,

74

the demand for fine pitch (pin) and SMT (Surface Mount Technology) connectors with low contact impedance, high insertion and removal frequency, high environmental tolerance and high frequency stability has increased; and In terms of application development, the major international connector (cable) manufacturers have been focusing on niche areas such as optical communication, artificial intelligence network of things (AIoT), automotive aerospace, green energy, industrial control, and medical care, etc. In addition, some connector (cable) specifications are already interoperable (e.g. Thunderbolt 3 can support Type-C) and are becoming more consistent. The market size of the global connector industry continues to grow moderately with the steady growth of the economy and the introduction of new electrified products. Therefore, according to the data from ITRI (see Figure 3-1).

In recent years, new technologies such as 5G are expected to bring industrial revolutions in the industrial, automotive, medical, and defense markets, and the Internet of Things (IoT) is currently connected globally, with transmission rate being a major technical requirement. In this era of big data in the Internet of Things, it is inevitable that the technology of connectors will face the requirements of miniaturization, high precision, and high reliability, as well as the challenge of relative cost considerations. The main technical requirements of 5G include large bandwidth, high network data transmission, large number of connected devices, high reliability, and low power consumption. The global connector market is expected to continue to grow in response to future technological developments. According to the data from ITRI (see the table below), the global connector market size reached US$58 billion in 2008, with an annual growth rate of 2.20%, showing a slight expansion compared to 2018.

==> picture [462 x 267] intentionally omitted <==

75

With the saturation of these markets, many connector companies are now moving to other electronic product markets. In recent years, the connector companies have stepped up their operations in the fields of 8 electric vehicles, 5G infrastructure and high-current connectors for smart grid.

  • (a) High Frequency and High Speed Technology The future is the generation of 5G high-speed and high data capacity communication network, and the network world is everywhere. Compared with the previous generation of mobile networks, 5G communication will carry the technology of large data and high transmission efficiency, so in the era of 5G Internet, the connector technology also needs to enhance the "speed" function. The number of 5G users will multiply rapidly in the future, and 2020 is also a critical time for deployment.

  • (b) Higher accuracy and lower cost In the future smart era, connectors will require more accuracy, such as car safety in the car network. The automotive connector market is a very large market, and with the trend toward electric vehicles, connectors will be more accurate and the market will become more popular than ever.

  • (c) More compact design technology In the era of high speed transmission of big data, a fiber optic equipment device may have multiple very small connectors to achieve higher performance transmission connections.

  • (d) Automated production technology With the move toward automated industrial production, connectors will become an important force in the development of modern industry with the support of precision machining technology, advanced mold design, and advanced CAD.

  • (2)Connection between upstream, midstream and downstream industries

Raw Materials Industry

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
Product Design + Mold Development

76

==> picture [504 x 364] intentionally omitted <==

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

Connector Metal Plated Metal Plastic
Industry
Stamping/Die Casting Molding Injection
Molding
Electroplating
Erection + Testing
Finished Product
End-use
Applications
Peripherals Computers & Telecommunications Electronics Consumer Industry Automobile Technology Information Others
----- End of picture text -----

(3) 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.

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.

77

(4) 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:

  • (1) 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.

(2) 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 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.

  • (3) Research and development expenses for recent years and as of the publish date of prospectus

Unit: 1,000 TWD

2020 2021Q1(Note)
R&D Costs 1,459,647
R&D Costs to Operating 8.44%

78

Revenues

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 2021.

(4) 2019 R&D Achievements

A The new generation of multi-functional USB4.0 broadband
transmission connector
B The new generation of multi-core high speed computing
server chassis(Socket E)
C The new generation of supercomputing 1700 desktop CPU
chassis
D The new generation of PCIE5.0 high speed efficiency data
transfer bus interface connector
E The new generation high speed transmission multi-protocol
connector
F The new generation of GenZ 5.0 High Density, High
BandwidthCoplanarCard EdgeConnector
  • (4). Long- and short-term business development plans:

  • 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.

  • Long-term business development plans

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

  • 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

79

B. Overview of market, production and sales:

(1). Market analysis:

1. Sales Region:

Unit: 1,000 TWD

rview of market, production
Market analysis:
Sales Region:
and sales:
and sales:
Unit: 1,000 TWD Unit: 1,000 TWD
Year
Area

2019
2020
Amount % Amount %
Domestic 717,666
2.59
1,155,725
6.68
Export 14,371,206
97.41
16,135,607
93.32
Total 15,088,872 100.00 17,291,332 100,00

2. Market share

According to the data from ITRI's International Institute of Industrial Science , Bishop & Associates’ report shows the estimated overall sales in global connector market in 2020 is around 580 billion US dollars. Based on the company's 2020 net consolidated operating income of NTD150 billion, the company’s market share in global market is approximately 0.86% in 2019.

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

  • (1)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 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

80

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.

  • (2) 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, 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

81

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.

With new technologies such as 5G expected to bring industrial revolution, including industrial, automotive, medical and defense markets, the Internet of Things is now connected globally, and transmission rate is a major technical requirement. In this era of big data in the Internet of Things, it is inevitable that the technology of connectors will face the requirements of miniaturization, high precision, and high reliability, as well as the challenge of relative cost considerations. The main technical requirements of 5G include large bandwidth, high network data transmission, large number of connected devices, high reliability, and low power consumption. The global connector market is expected to continue to grow in response to future technological developments. According to Bishop, the global connector market is expected to exceed US$90 billion by 2023, and China's connector market reached US$20.9 billion in 2018, accounting for 31.4% of the global market, making it the largest connector consumer market, more than Europe and the U.S., with Europe and North America accounting for 21.1% and 20.8% respectively. The overall growth of connectors has been stable, and competition among companies is fierce. According to Bishop & Associates, the global connector market size was US$66.8 billion in 2018, up 11% from 2017, maintaining double-digit growth for two consecutive years and a compound growth rate of about 5% since 2012. The main applications of connectors are: automotive 23.6%, communication 22%, consumer electronics 13.5%, industrial 12.3%, and rail transportation 7%.

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

82

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.

4. 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 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

83

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 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.

  1. Positive and negative factors for future development

  2. (1) 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

84

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.

  • (2) 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.

  - (3) 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 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

  • Main usage

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

  1. Manufacturing process

85

==> 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 -----

86

3. 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.

  1. 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

  • (1) Customers accounting for 10% or more of the Company's total sales in the last two years

Unit: 1,000 TWD

2019 2019 2020 2020 2020 2021Q1 2021Q1
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
1,971,110
13.06%

None
Company
A
1,860,627
10.76%

None
2 Company
B
1,080,902
7.16%

None
Company
C
1,179,680
6.82%

None
3 Company
C
1,010,642
6.70%

None
Company
B
1,132,292
6.55%

None
Others 11,026,218
73.08%
Others 13,118,733
75.87%
Total 15,088,872
100%
Total 17,291,332
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.

(2) Suppliers accounting for 10% of the Company's total shipments for the last two years

Unit: 1,000 TWD

2019 2019 2019 2019 2020 2020 2020 2020 2021Q1 2021Q1
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

87

1 Company
A
298,653
6.59

None
Company
A
197,915
4.06

None
2 Company
B
226,198
4.99

None
Company
D
155,100
3.18

None
3 Company
C
143,417
3.16

None
Company
B
151,774
3.11

None
Others 3,862,314
85.26

Others 4,370,409
93.73

Total 4,530,582
100.00

Total 4,875,198
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 2020.

88

5.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

  1. Sales value for the past two years

Unit: thousand units/ $ thousand

Unit: thousand units/ $ thousand Unit: thousand units/ $ thousand Unit: thousand units/ $ thousand Unit: thousand units/ $ thousand
Year
Sales
Volume
Major Products
2019 2020
Domestic Sales Export Domestic Sales Export
Quantity Quality Quantity Quality Quantity Quality Quantity Quality
Connectors &
Cables
40,763
668,557

1,792,760

13,872,811

64,137
1,071,142
2,542,563

15,692,970
Others 651
48,509

14,906

498,395

1,546

84,583

10,768

442,637
Total 41,414
717,066

1,807,666

14,371,206

65,683
1,155,725
2,553,331

16,135,607

C. Employee information

D. April 30,2021 April 30,2021 April 30,2021 April 30,2021
Year 2019 2020 As of April 30, 2021
Number of
Employees
Executive Officer 144 99 105
General Staff 5,362 5,653 5,511
Operators 3,794 4,647 4,666
Total 9,300 10,399 10,282
Average Age 31.56 31.88 31.86
Average Years of Service 3.35 3.45 3.36
Education
Levels
Ph.D. 0.05% 0.05% 0.05%
Masters 1.29% 1.08% 1.02%
Bachelor’s Degree 18.06% 18.75% 20.21%
Senior High School 18.02% 19.82% 21.16%
Below Senior High
School
62.57% 60.82% 57.56%

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.

E. Labor relations

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

  1. Employee welfare measures

  2. (1) Establish an employee welfare committee in accordance with the law and implementing all employee welfare measures such as subsidy allowance for wedding, funeral, birth, injury and gifts

89

for labor day, Dragon Boat Festival, Mid-Autumn Festival, etc.,.

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

2. 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.

3. 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.

4.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.

(2)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.

F. Important contracts

Nature Contracting Parties Contract start/end date Major Content Restrictive
Clauses
Borrowing
Agreement
E.SUN Commercial Bank Ltd. 2020.08.04~2021.08.04 Credit line None
Borrowing
Agreement
Bank Sinopac Co., Ltd. 2020.6.15~2021.06.30 Credit line None
Borrowing
Agreement
CTBC Bank Co., Ltd. 2020.08.31~2021.08.31 Credit line None
Borrowing
Agreement
Hua Nan Commercial Bank Ltd. 2020.10.23~2021.10.23 Credit line None
Borrowing
Agreement
Mega International Commercial
Bank Co.,Ltd.
2020.01.16~2021.01.15 Credit line None

VI. Overview of Financial Status

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

90

of the accountant and his or her audit opinion

(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)
2016 2017 2018 2019 2020
Current assets 7,080,069
7,863,610

9,566,989

11,400,712

13,054,559

Property, Plant and Equipment 2,528,461
2,875,657

3,350,160

3,514,714

4,495,974

Intangible assets 14,447
25,382

59,527

99,789

155,510

Other assets 373,560
516,393

473,115

388,701

661,820

Total assets 1,0478,589
11,753,258

13,790,208

16,280,192

19,282,895

Current
liabilities
Before distribution 2,459,993
3,277,487

3,876,478

3,630,746

4,580,880

After distribution 2,923,904
3,791615

4,776,736

4,717,264

Not yet
distributed


Non-current liabilities 43,183
43,982

42,248

104,221

222,456

Total
liabilities
Before distribution 2,503,176
3,321,469

3,918,726

3,734,967

4,803,336

After distribution 2,877,087
3,835,597

4,818,984

4,821,485

Not yet
distributed


Equity attributable to shareholders
of the parent
7,896,919
8,285,616

9,506,158

11,815,326

13,499,198

Capital stock 934,779
934,779

934,779

1,034,779

1,034,779

Capital surplus 2,383,441
2,410,168

2,466,109

3,959,560

3,958,247

Retained
earnings
Before distribution 4,616,312
5,195,871

6,296,652

7,471,519

9,101,144

After distribution 4,242,401
4,681,743

5,396,394

6,385,001

Not yet
distributed


Other equity interest (37,613)
(255,202)

(317,020)

(650,532)
(594,972)
Treasury stock 0
0

0

0

0

Non-controlling interest 78,494
146,173

365,324

729,899

980,361

Total equity Before distribution 7,975,413
8,431,789

9,871,482

12,545,225

14,479,559

After distribution 7,601,502
7,917,661

8,971,224

11,458,707

Not yet
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
Year
Item
Financial Information for the Last Five Years
2016
2017
2018
2019
2020
3,911,304
3,999,731
4,456,296
5,476,170
5,643,845
50,874
50,675
51,342
63,428
58,276
2,424
688
30,628
50,937
97,583
6,027
97,117
6,027
15,462
6,027
10,720,970
11,306,203
12,734,745
14,830,921
16,395,041
2,781,413
2,977,029
3,187,052
2,972,923
2,845,841
3,155,324
3,491,157
4,087,310
4,059,441
Not yet
distributed
77,265
42,638
41,535
42,672
50,002
2,824,051
3,020,587
3,228,587
3,015,595
2,895,843
3,197,962
3,534,715
4,128,845
4,102,113
Not yet
distributed
Financial Information for the Last Five Years
2016
2017
2018
2019
2020
3,911,304
3,999,731
4,456,296
5,476,170
5,643,845
50,874
50,675
51,342
63,428
58,276
2,424
688
30,628
50,937
97,583
6,027
97,117
6,027
15,462
6,027
10,720,970
11,306,203
12,734,745
14,830,921
16,395,041
2,781,413
2,977,029
3,187,052
2,972,923
2,845,841
3,155,324
3,491,157
4,087,310
4,059,441
Not yet
distributed
77,265
42,638
41,535
42,672
50,002
2,824,051
3,020,587
3,228,587
3,015,595
2,895,843
3,197,962
3,534,715
4,128,845
4,102,113
Not yet
distributed
Financial Information for the Last Five Years
2016
2017
2018
2019
2020
3,911,304
3,999,731
4,456,296
5,476,170
5,643,845
50,874
50,675
51,342
63,428
58,276
2,424
688
30,628
50,937
97,583
6,027
97,117
6,027
15,462
6,027
10,720,970
11,306,203
12,734,745
14,830,921
16,395,041
2,781,413
2,977,029
3,187,052
2,972,923
2,845,841
3,155,324
3,491,157
4,087,310
4,059,441
Not yet
distributed
77,265
42,638
41,535
42,672
50,002
2,824,051
3,020,587
3,228,587
3,015,595
2,895,843
3,197,962
3,534,715
4,128,845
4,102,113
Not yet
distributed
Financial Information for the Last Five Years
2016
2017
2018
2019
2020
3,911,304
3,999,731
4,456,296
5,476,170
5,643,845
50,874
50,675
51,342
63,428
58,276
2,424
688
30,628
50,937
97,583
6,027
97,117
6,027
15,462
6,027
10,720,970
11,306,203
12,734,745
14,830,921
16,395,041
2,781,413
2,977,029
3,187,052
2,972,923
2,845,841
3,155,324
3,491,157
4,087,310
4,059,441
Not yet
distributed
77,265
42,638
41,535
42,672
50,002
2,824,051
3,020,587
3,228,587
3,015,595
2,895,843
3,197,962
3,534,715
4,128,845
4,102,113
Not yet
distributed
2016 2017 2018 2019
Current assets 3,911,304 3,999,731
4,456,296

5,476,170
Property, Plant and Equipment 50,874 50,675
51,342

63,428
Intangible assets 2,424 688
30,628

50,937
Other assets 6,027 97,117
6,027

15,462
Total assets 10,720,970 11,306,203
12,734,745

14,830,921
Current liabilities Before distribution 2,781,413 2,977,029
3,187,052

2,972,923
After distribution 3,155,324 3,491,157
4,087,310

4,059,441
Non-current liabilities 77,265 42,638
41,535

42,672
Total liabilities Before distribution 2,824,051 3,020,587
3,228,587

3,015,595
After distribution 3,197,962 3,534,715
4,128,845

4,102,113

91

Equity attributable to shareholders of the
parent
Equity attributable to shareholders of the
parent
7,896,919
8,285,616

9,506,158

11,815,326

13,499,198

parent
Capital stock 934,779
934,779

934,779

1,034,779

1,034,779
Capital surplus 2,383,441
2,410,168

2,466,109

3,959,560

3,958,247
Retained earnings Before distribution 4,616,312
5,195,871

6,296,652

7,471,519

9,101,144
After distribution 4,242,401
4,681,743

5,396,394

6,385,001

Not yet
distributed
Other equity interest (37,613) (255,202) (317,020) (650,532) (594,972)
Treasury stock 0
0

0

0

0
Non-controlling interest 0
0

0

0

0
Total equity Before distribution 7,896,919
8,285,616

9,506,158

11,815,326

13,499,198
After distribution 7,523,008
7,744,488

8,605,900

10,728,808

Not yet
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, 2021
(Note)
2016 2017 2018 2019 2020
Operatingrevenue 8,862,577 10,482,763 13,311,518 15,088,872 17,291,332
Gross profit 2,817457 3,390,515 4,348,869 5,467,910 6,930,195
Operating profit or loss 727,760 1,219,583 1,982,440 2,750,624 3,707,652
Non-operating income
and expenses
166,904 32,820 171,857 81,137 (37,650)
Profit before income tax 894,664 1,252,403 2,154,297 2,831,761 3,670,002
Current net profit from
continuingoperations
647,001 982,732 1,708,299 2,144,468 2,835,589
Loss from discontinued
operations
0 0 0 0 0
Net profit (loss) 647,001 982,732 1,708,299 2,144,468 2,835,589
Other comprehensive
income (loss) ( income
after tax)
(431,005) (219,943) (56,310) (337,918) 42,913
Total comprehensive
income (loss)
215,996 762,789 1,651,989 1,806,550 2,878,502
Net profit attributable to
owners of the company
690,324 956,301 1,608,567 2,076,043 2,732,361
Net profit attributable to
non-controlling interests
(43,323) 26,907 99,732 68,425 103,228
Comprehensive income
attributable to owners of
the company
259,699 735,882 1,553,091 1,741,613 2,771,703
Comprehensive income
attributable to
non-controllinginterests
(43,703) 26,907 98,898 64,937 106,799
Earningsper share 7.38 10.23 17.21 20.11 26.41

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

92

  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
2016 2017 2018 2019 2020
Operatingrevenue 6,947,169
7,908,666

8,731,882

9,968,334

11,362,435
Grossprofit 673,269
1,216,311

1,385,837

1,805,548

2,544,800
Operating profit or loss 211,949
537,905

822,567

1,230,782

1,884,003
Non-operating income
and expenses
544,703
537,215

981,503

1,126,841

1,255,369
Profit before income tax 756,652
1,075,120

1,804,070

2,357,623

3,139,372
Current net profit from
continuingoperations
690,324
956,301

1,608,567

2,076,043

2,732,361
Loss from discontinued
operations
Net profit (loss) 690,324
956,301

1,608,567

2,076,043

2,732,361
Other comprehensive
income (loss) ( income
after tax)
(430,625)
(220,419)

(55,476)

(334,430)

39,342
Total comprehensive
income (loss)
259,699
735,882

1,553,091

1,741,613

2,771,703
Earningsper share 7.38
10.23

17.21

20.11

26.41

(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
2020 KMPG Taiwan Li Fung-Hui, Chung,
Tan-Tan
Unqualified opinion

B. Five-year financial analysis

93

  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,
2021(Note)
2016 2017 2018 2019 2020
Financial
structure%
Debt ratio (%) 23.38
28.25

28.41

22.94

24.90

Long-term capital to
property, plant and
equipment ratio(%)
314.02
289.65

295.91

359.89

327.00
Solvency
%
Current ratio (%) 287.80
239.92

246.79

314.00

284.97
Quick ratio (%) 221.60
183.73

186.98

255.79

227.75
Interest protection
multiples(times)
28,420.86
21,837.09

11,765.02

12,568.67

19,821.65
Operating
Ability
Receivable turnover ratio
(times)
2.52
2.60

2.77

2.67

2.68
Average collectionperiod 144
140

132

136

136
Inventory turnover ratio
(times)
3.73
3.66

3.94

4.06

4.06
Payable turnover ratio
(times)
4.29
4.48

5.12

5.21

4.70
Average days in sales 97
99

93

90

90
Property, plant and
equipment turnover ratio
(times)
3.75
3.87

4.27

4.39

4.31
Total assets turnover ratio
(times)
0.83
0.94

1.04

1.00

0.97
Profitabilit
y
Return on assets(%) 6.49
8.64

12.71

13.92

15.44
Return on equity (%) 8.66
11.81

18.08

19.47

21.58
Pre-tax income to paid-in
capital ratio (%) (7)
95.70
133.97

230.46

273.65

354.66
Netprofit ratio(%) 7.78
9.12

12.08

13.75

15.80
Earningsper share(NT$) 7.38
10.23

17.21

20.11

26.41
Cash flow Cash flow ratio (%) 35.71
31.30

38.90

92.53

75.72
Cash flow adequacy ratio
(%)
85.48
88.74

93.98

104.28

95.50
Cash reinvestment ratio
(%)
4.68
6.02

7.99

16.14

14.16
Leverage Operating leverage 4.86
3.61

3.07

2.68

2.49
Financial leverage 1.00
1.00

1.01

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. Ratio of long-term capital to property, plant and equipment: The increase in the ratio of long-term capital to property, plant and
equipment was mainly due to the significant increase in profitability in 2020, which resulted in the increase in long-term capital
being greater than the increase in property, plant and equipment.
2. Interest coverage ratio: The decrease in interest coverage ratio was mainly due to the increase in interest expense exceeding the
increase in profitability.
3. Net income before tax to paid-in capital ratio: The significant increase in net income before tax to paid-in capital ratio was mainly
due to the significant increase in earnings but no change in paid-in capital.
4. Earnings per share: The significant increase in earnings per share was mainly due to the significant increase in earnings but no
change in paid-in capital.
5. Cash reinvestment ratio: The negative cash reinvestment ratio was mainly due to the fact that the net cash inflow from operating
activities was less than the cash dividendspaid in 2020.

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

94

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
2016 2017 2018 2019 2020
Financial
structure%

Debt ratio (%)
26.34
26.72

25.35

20.33

17.66
Long-term capital to property, plant
and equipment ratio (%)
15,606.32
16,436.46

18,596.26

18,695.21

23,250.05
Solvency
%
Current ratio (%) 140.62
134.35

139.83

184.20

198.32
Quick ratio (%) 122.16
118.35

123.37

164.20

173.19
Interest protection multiples (times)
55,049

109,249

49,964

398,347

221,183
Operating
Ability
Receivable turnover ratio(times) 2.46
2.60

2.63

2.68

2.76
Average collectionperiod 148
140

139

136

132
Inventoryturnover ratio(times) 12.71
12.80

14.10

14.18

12.90
Payable turnover ratio(times) 2.65
2.91

3.52

3.80

4.06
Average days in sales 28
28

25

26

28
Property, plant and equipment
turnover ratio(times)
134.87
155

171

173

173
Total assets turnover ratio(times) 0.64
0.72

0.73

0.73

0.73
Profitabilit
y
Return on assets(%) 6.39
8.69

13.41

15.07

17.51
Return on equity (%) 8.66
11.82

18.08

19.47

21.59
Pre-tax income to paid-in capital
ratio (%)
80.94
115.01

192.99

227.84

303.39
Netprofit ratio(%) 9.94
12.09

18.42

20.83

24.05
Earningsper share(NT$) 7.38
10.23

17.21

20.11

26.41
Cash flow Cash flow ratio (%) (6.36)
6.05

1.78

32.31

28.97
Cash flow adequacy ratio (%) 88.13
75.67

60.28

53.40

46.51
Cash reinvestment ratio (%) (7.50)
(2.32)

(4.78)

0.51

(1.93)
Leverage Operating leverage 1.96
1.40

1.30

1.21

1.16
Financial leverage 1.01
1.00

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. Ratio of long-term capital to property, plant and equipment: The increase in the ratio of long-term capital to property, plant
and equipment was mainly due to the significant increase in profitability in fiscal 2020, which resulted in the increase in
long-term capital being greater than the increase in property, plant and equipment.
2. Interest coverage ratio: The decrease in interest coverage ratio was mainly due to the increase in interest expense exceeding
the increase in profitability.
3. Net income before tax to paid-in capital ratio: The significant increase in net income before tax to paid-in capital ratio was
mainly due to the significant increase in earnings but no change in paid-in capital.
Earnings per share: The significant increase in earnings per share was mainly due to the significant increase in earnings but
no change in paid-in capital.
5. Cash reinvestment ratio: The cash reinvestment ratio turned negative in 2020 mainly because the net cash inflow from
operatingactivities was smaller than the cash dividendspaid in 2020.

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

95

  - (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
  1. 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

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

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

  2. 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)

  3. 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)

  4. Leverage

    • (1) Operating leverage = (Net operating revenue - variable operating change cost and expense) / Operating income (Note 6)
  5. (2) Financial leverage = Operating income / (operating income - interest expenses)

96

  • C. 2020 Audit Report of Supervisors for the Financial Statements

Lotes Co., Ltd. 2020 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 LI, FUNG-HUI and CHUNG, TAN-TAN 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,

2021 Shareholders General Meeting of Lotes Co., Ltd.

Supervisor: YANG, WEN-MING

CHENG, MING-SUNG

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

March24, 2021

  • D. 2020 Financial Statements and Independent Auditor’s Report

97

Stock Code: 3533

Lotes Co., Ltd.

Parent Company Only Financial Statement and Independent Auditor’s Report

2020 & 2019

Address: No. 15, Wuxun St., Anle Dist., Keelung City 204 Tel: (02)2433 1110

98

Table of Contents

Table of Contents
Item
I.
Cover Page
II.
Table of Contents
III.Independent Auditor’s Report
IV.Balance Sheet
V.
Statement of Comprehensive Income
VI.Statement of Change in Equity
VII.Statement of Cash Flows
VIII. Notes to the Parent Company Only Financial Statements
(1) Company history
(2) The date when the financial reports were authorized for issuance and the
process involved
(3) Application of new issuing & revised standards and interpretation
(4) Summary and explanation of material accounting policies
(5) Primary sources of uncertainty in major accounting judgments, estimates,
and assumptions
(6) Descriptions of Material Accounting Items
(7) Transaction with related parties
(8) Pledged Assets
(9) Significant contingent liabilities and unrecognized contractual
commitments
(10)
Significant Disaster Loss
(11)
Significant Events after the End of the Financial Reporting Period
(12)
Other
(13)
Supplementary Disclosures
1. Information on Significant Transactions
2. Information on Investment Business
3. Information of investment from Mainland China
4. Information of Major Shareholders
(14)
Operating Segments
IX. Tables of Significant Accounting Items
Page

1
2
3
4
5
6
7
8
8
8~9
9~21
21~22
22~44
44~47
48
48
48
48
48~49
49~52
52~53
53~54
54
54
55~66

99

Independent Auditor’s Report

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

Audit opinion

We have audited the Statement of Financial Position of Lotes Co., Ltd. (hereinafter referred to as Lotes) as of December 31, 2020 and 2019, the Statement of Comprehensive Income as of January 1 to December 31, 2020 and 2019 as well as the Statement of Changes in Equity, Statement of Cash Flows and the Notes to Individual Financial Statement (including important accounting policies summary).

In our opinions, the compilation of the above individual financial statements present fairly, in all material respects, of the financial status of December 31, 2020 and 2019 in Lotes and the financial performance and consolidated cash flow of January 1 to December 31, 2020 and 2019 prepared according to Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis of the audit opinions

The audit of the parent company only financial statements for fiscal year 2020 was conducted by us in accordance with the Rules Governing Auditing and Certification of Financial Statements by Certified Public Accountants and Generally Accepted Auditing Standards (GAAS); The audit of the parent company only financial statements for fiscal year 2019 was conducted by us in accordance with the Rules Governing Auditing and Certification of Financial Statements by Certified Public Accountants, CHIN-KUAN-CHENG-SHEN-TZU No. 1090360805 Letter 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 our accountants 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 of fiscal year 2020 based on the professional judgment of our accountants. 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, our accountants will not 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 4 (15) to the parent company only financial statements for the accounting policy in terms of income recognition. Please refer to Note 6 (11) to the parent company only financial statements for the refund liability. Please refer to Note 6 (18) to the parent company only financial statements for details about income.

Description of the key audit matters:

The operating income is the most critical factor when determining the operational performance of Lotes Co., Ltd. Users of the statements are cautiously concerned about the performance of the operating income. In response to the market conditions and business needs,

100

discounts were provided for parts of the sales of goods agreed with the customers. Based on the 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 Co., Ltd.

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. The adequacy of the refund liability estimate was analyzed with the actual situation afterward.

II. Evaluation of inventory

Please refer to Note 4 (7) for the accounting policy of inventory evaluation. Please refer to Note 5 (1) in the parent company only financial statements for the accounting estimates and assumed uncertainties of the inventory evaluation. Please refer to Note 6 (4) in the parent company only financial statements for the information on the losses from the falling price 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 Co., Ltd. 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 adequacy of the inventory aging report was checked, and the changes in the inventory aging of each period were analyzed.

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

Management level’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 management level also includes evaluating Lotes’s capability of continuous operation, disclosure of relevant matters and the application of continuous operation accounting model unless the management level 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 financial reports.

101

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

The purpose of the parent company only financial statements audited by our accountants 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 will not 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 individual 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 management level 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 management level 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 our CPAs 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.

102

We determined the key audit matters that we would like to execute on Lotes’s parent company only financial statements for fiscal year 2020 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 :[CHIN-KUAN-CHENG-SHEN-] Authority of TZU No. 1000011652 Securities (88) TAI-TSAI-CHENG (VI) Approval No. 18311 Certificate No. March 24, 2021

103

Lotes Co., Ltd. Statement of Financial Position

Dec. 31, 2020 and 2019

Unit: NT$ thousands

Assets
Current assets:
1100
Cash and cash equivalents (Note 6 (1) and (21))
1110
Financial assets measured at FVTPL – current (Note 6 (2) and (21))
1150
Net notes receivable (Note 6 (3) and (21))
1170
Net accounts receivable (Note 6 (3) and (21))
1181
Accounts receivablerelated parties (Note 6 (3), (21) and Note 7)
1200
Other accounts receivable (Note 6 (3) and (21))
1210
Other accounts receivablerelated parties (Note 6 (3), (21) and Note 7)
130X
Net inventory (Note 6 (4))
1410
Advance payment

Non-current assets:
1550
Investments accounted for using the equity method (Note 6 (4) and 13)
1600
Property, plant and equipment (Note 6 (6) and 8)
1755
Right-of-use assets (Note 6 (7))
1760
Net worth of investment property (Note 6 (8))
1780
Intangible assets (Note 6 (9))
1840
Deferred tax assets (Note 6 (15))
1900
Other non-current assets

Total of assets
Dec. 31, 2020
Amount
%
$ 497,302
3
2,080 -
2,485 -
4,304,076
26
13,012 -
19,702 -
90,161
1
710,477
4
4,550
-
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
-

5,476,170
38

8,873,276
60
63,428 -
59 -

283,002
2

50,937 -
68,587 -
15,462
-

9,354,751
62

14,830,921
100
2170
Accounts payable (Note 6 (21))
2180
Accounts payable - related parties (Note 6 (21) and 7)
2200
Other payables (Note 6 (21))
2220
Other payables - related parties (Note 6 (21) and 7)
2230
Tax liabilities (Note 6 (15))
2280
Lease liabilities - current (Note 6 (10), (21) and (24))
2365
Refund liabilities - current (Note 6 (11))
2300
Other current liabilities

Non-current liabilities:
2550
Provisions - non-current (Note 6 (12))
2600
Other non-current liabilities

Total of liabilities
Equity to the owner of parent company:
3110
Share capital for ordinary shares (Note 6 (16))
3200
Capital reserves (Note 6 (16))
3300
Retained earnings (Note 6 (16))
3400
Other equity (Note 6 (16))
Total of equity
Total of liabilities and equity
11,421 -
14,499 -
2,034,411
12
2,264,397
15
299,122
2
245,547
2
2,092 -
5,838 -
305,058
2
244,220
2
-
-
59 -
161,767
1
157,256
1
7,866
-
7,175
-


2,845,841
17
2,972,923
20


49,258 -
41,729 -
744
-
943
-

5,643,845
34
50,002
-
42,672
-

10,225,811
63
58,276 -
-
-
299,927
2
97,583
1
63,572 -
6,027
-


2,895,843
17
3,015,595
20


1,034,779
6
1,034,779
7
3,958,247
24
3,959,560
27
9,101,144
56
7,471,519
50
(594,972)
(3)
(650,532)
(4)




13,499,198
83
11,815,326
80


$
16,395,041
100
14,830,921
100

10,751,196
66

$
16,395,041
100
Liabilities and equity
Current liabilities:
2130
Contract liabilities - current (Note 6 (18))
2150
Notes payable (Note 6 (21))
Dec. 31, 2020
Amount
%
21,392 -
2,712 -
Dec. 31, 2019
Amount
%
14,998 -
18,934 -

Chairperson: CHU, TE-HSIANG

(Please read the Notes to the Parent Company Only Financial Statements.) Manager: HO, TE-YU

Accounting manager: LIU, HSIN-HSIA

104

Lotes Co., Ltd.

Statement of Comprehensive Income

From Jan. 1 to Dec. 31, 2020 and from Jan. 1 to Dec. 31, 2019

Unit: NT$ thousands

4000
Operating revenue (Note 6 (11), (18))
5000
Operating cost (Note 6 (4), (14), 7 and 12)
Gross profit
Operating expense (Note 6 (9), (10), (13), (14), (21), 7 and 12):
6100
Promotion Expenses
6200
Administration Expenses
6300
R&D expenses
6450
Expected credit impairment profit/loss
Total operating expense
Net operating profit
Non-operating income/expenses (Note 6 (19) and 7):
7100
Interest income
7010
Other income
7020
Other gains and/or losses
7050
Financial costs
7055
Profit (loss) from expected credit loss
7070
Share of profit or loss of subsidiaries, associates and joint ventures accounted for using
equity method (Note 6 (5) and 13)
Total of non-operating income and expenses
Net profit before tax from continuing operations
7950
Less: Income tax expenses (Note 6 (15))
Net profit
8300
Other comprehensive gain/loss:
8310
Items which were not reclassified into profit or loss
8311
Remeasurement of defined benefit plans
8330
Share of the other comprehensive income of subsidiaries, associates and joint ventures
accounted for using equity method - items which were not reclassified into profit or
loss
8349
Less:Income tax related to items which were not reclassified into profit or loss
Total of items which were not reclassified into profit or loss
8360
Potential items which might be reclassified into profit or loss
8361
Exchange difference between foreign operating office’s statement
8399
Less:income tax related to items which might be reclassified
Total of items which might be reclassified into profit or loss
8300
Other comprehensive income (net value after tax)
Total comprehensive income
Basic earnings per share (Unit: NT$)
(Note 6 (17))
Diluted earnings per share (Unit: NT$)
(Note 6 (17))
2020

100

78
2019

100

82
Amount
$ 11,362,435
8,817,635
Amount

9,968,334

8,162,786

2,544,800


22


1,805,548


18

312,675
295,923
53,509
(1,310)


3

3

-

-


278,034

249,095
48,179
(542)


3

2

-

-

660,797


6


574,766


5

1,884,003


16


1,230,782


13

10,165
62,514
(111,250)
(1,420)
1,317
1,294,043


-

1

(1)

-

-

11

14,173

36,925

(72,584)
(592)
(2,407)

1,151,326


-

1

(1)

-

-

12

1,255,369


11


1,126,841


12

3,139,372
407,011


27

4


2,357,623

281,580


25

3

2,732,361


23


2,076,043


22

(7,598)


403
1,520


-

-

-

(1,148)
(16,103)
230


-

-

-

(5,675)


-
(17,021)
-

45,017
-


-
-

(317,409)
-


(3)
-
45,017
-
(317,409)
(3)

39,342


-

(334,430)



(3)

$
2,771,703


23


1,741,613



19

$

26.41


20.11
$ 26.34 20.06

(Please read the Notes to the Parent Company Only Financial Statements.)

Chairperson: CHU, TE-HSIANG

Accounting manager: LIU, HSIN-HSIA

Manager: HO, TE-YU

105

Unit: NT$ thousands

Lotes Co., Ltd. and Its Subsidiaries Statement of Change in Equity

From Jan. 1 to Dec. 31, 2020 and from Jan. 1 to Dec. 31, 2019

Balance on Jan. 1, 2019
Net profit
Other comprehensive income
Total of comprehensive income
Appropriation and distribution of earnings:
Legal reserve set aside
Special reserve set aside
Cash dividends for ordinary shares
Other changes in capital reserve:
Changes in subsidiaries, associates and joint ventures accounted for
using equity method
Cash capital increase
Balance on Dec. 31, 2019
Net profit
Other comprehensive income
Total of comprehensive income
Appropriation and distribution of earnings:
Legal reserve set aside
Special reserve set aside
Cash dividends for ordinary shares
Other changes in capital reserve:
Changes in subsidiaries, associates and joint ventures accounted for
using equity method
Disposal of the equity instruments measured at FVTOCI
Balance on Dec. 31, 2020
Share capital Share capital Capital reserve Retained earnings Other equity items Other equity items Total equity

9,506,158
2,076,043

(334,430)
Exchange
difference
between foreign
operating office’s
statement

Unrealized gain
or loss on
financial assets
measured at
FVTOCI
Share capital for
ordinary shares
Share capital
collected in
advance
Legal reserve Special reserve Undistributed
earnings
$ 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)



1,741,613
-
-
-
-
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

1,034,779
-
-



-
-
-


3,959,560
-
-


1,091,939
-
-

317,020
-
-

6,062,560
2,732,361
(6,078)

(631,970)
(18,562)

-
-

45,017
403


11,815,326
2,732,361

39,342
- - - - -
2,726,283



45,017
403


2,771,703
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,313)
-
207,604
-
-

-
-

-
333,513
-
-
-

(207,604)

(333,513)
(1,086,518)
-
(10,140)



-
-

-
-

-
-
-
-

-
10,140

-
-
(1,086,518)
(1,313)

-
$
1,034,779

-
3,958,247
1,299,543

650,533


7,151,068



(586,953)
(8,019)


13,499,198

(Please read the Notes to the Parent Company Only Financial Statements.)

Chairperson: CHU, TE-HSIANG

Accounting manager: LIU, HSIN-HSIA

Manager: HO, TE-YU

106

Lotes Co., Ltd.

Statement of Cash Flows

From Jan. 1 to Dec. 31, 2020 and from Jan. 1 to Dec. 31, 2019

Unit: NT$ thousands

Cash flows from operating activities:
Net profit before tax
Items of adjustment:
Items of income and expenses
Depreciation expense
Amortization expense
Expected credit loss
Interest expense
Interest income
Share of the profit from subsidiaries, associates and joint ventures accounted for using equity
method
Net loss (gain) on financial assets (liabilities) measured at FVTPL
Losses from the price drop and obsolescence of inventory
Profit from the disposal and scaping of property, plant and equipment
Total of the items of income and expenses
Change in assets/liabilities related to operating activities:
Net change in the assets related to operating activities:
Decrease (increase) in notes receivable
Increase in accounts receivable
Decrease (increase) in other accounts receivable
Increase in inventory
Increase in payments in advance
Total net change in the assets related to operating activities
Net change in the liabilities related to operating activities:
Increase in contract liabilities
Decrease in notes payable
Increase (decrease) in accounts payable
Increase in other accounts payable
Increase (decrease) in provisions
Decrease in other current liabilities
Increase in refund liabilities
Increase in other non-current liabilities
Total net change in the liabilities related to operating activities
Total net change in the assets and liabilities related to operating activities
Total of the adjustment items
Cash inflow generated from operating activities
Interests received
Dividends received
Interests paid
Income tax paid
Cash flows in investing activities:
Acquisition of investment accounted for using equity method
Acquisition of property, plant and equipment
Disposal of property, plant and equipment
Increase in other accounts receivable
Increase in intangible assets
Acquisition of investment property
Decrease in other non-current assets
Net cash outflow from investment activities
Cash flows in financing activities:
Increase in short-term loans
Repayment of lease principal
Issuance of cash dividends
Capital increase by cash
Net cash outflow from financing activities
Increase (decrease) in cash and cash equivalents
Beginning balance of cash and cash equivalents
Ending balance of cash and cash equivalents
2020
$ 3,139,372
7,274
11,778
(2,627)
1,420
(10,165)
(1,294,043)
(2,080)
29,666
(136)
2019

2,357,623

4,102

1,048

1,865

592

(14,173)

(1,151,326)

-

1,193

(17)

(1,258,913)



(1,156,716)

(810)
(403,834)
17,123
(149,055)
(910)



468

(375,345)

(7,399)

(77,315)

5,724

(537,486)



(453,867)

6,394
(16,222)
(233,064)
49,829
(69)
691
4,511
(199)



11,076

(26,337)

321,375

35,535

59

716

70,373

(70)

(188,129)



412,727

(725,615)



(41,140)

(1,984,528)



(1,197,856)

1,154,844
10,763
(1,420)
(339,638)



1,159,767

13,848

(1,125)

(211,848)

824,549



960,642

(14,385)
(1,181)
252
(966)
(58,424)
(17,923)
9,435



-

(15,581)

427

(85,950)

(21,357)

-

(9,435)

(83,192)



(131,896)

-
(59)
(1,086,518)
-


(720,000)

(59)

(900,258)
1,274,362
(1,086,577)

(345,955)

(345,220)
842,522



482,791

359,731

$
497,302



842,522

(Please read the Notes to the Parent Company Only Financial Statements.) Chairperson: CHU, TE-HSIANG Manager: HO, TE-YU

Accounting manager: LIU, HSIN-HSIA

107

Lotes Co., Ltd.

Notes to the Parent Company Only Financial Statements For the Years Ended December 31, 2020 and 2019

(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 March 24, 2021.

III. Application of New and Revised Standards and Inte r pretations

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

Since Jan. 1, 2019, the Company has adopted the amended International Financial Report Standards, and this did not cause material impact on the parent company only financial statements:

‧Amendments to IFRS 3, "Definition of a Business".

‧Amendments to IFRS 9, IAS 39 and IFRS 7, "Changes in Interest Rate Indicators".

‧Amendments to IAS 1 and IAS 8, "Definition of Significant".

‧Amendments to IFRS 16, "Rent Deductions Related to Emerging Coronavirus Pneumonia".

  • (2) Effects of new and revised standards and interpretation has been approved by FSC but

not yet being adopted

The Company assesses that the application of the following newly amended IFRSs effective January 1, 2021 will not have a significant impact on individual financial statements.

‧Amendments to IFRS 4 "Temporary Exemption from the Extension of IFRS 9

‧Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16, "Changes in Interest Rate Indicators - Phase 2

108

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

(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, and they may be material to the Company.

New Release/Amendment of
Guidelines
Amendments to IAS 1
"Classification of Liabilities as
Current or Noncurrent
Major Amendment
The amendments are intended to improve
consistency in the application of the standard to
assist enterprises in determining whether debt or
other liabilities with an indefinite maturity date
should be classified as current (due or likely to
be due within one year) or non-current on the
balance sheet.
The amendments also clarify the requirements
for classifying debt that an entity may be able to
settle by conversion to equity.
Effective date
upon
promulgation
by the IASB
2023.1.1

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.

The Company does not expect the following other newly issued and amended standards, which have not yet been endorsed, to have a material impact on the parent company only financial statements.

‧Amendments to IFRS 10 and IAS 28, "Disposal of or Contribution to Assets between an Investor and its Affiliate or Joint Venture".

‧Amendments to IFRS 17, "Insurance Contracts" and IFRS 17

‧Amendments to IAS 16, "Property, Plant and Equipment - Price before reaching Intended Use".

‧Amendments to IAS 37, "Loss-making Contracts - Costs of Fulfillment of Contracts".

‧Annual Improvements to IFRSs for the 2018-2020 Cycle

‧Amendments to IFRS 3, "References to Conceptual Framework".

‧Amendments to IAS 1, "Disclosure of Accounting Policies".

‧Amendments to IAS 8, "Definition of Accounting Estimates".

IV. Summary of Major Accounting Policies

The major accounting policies adopted in this Financial Statement are summarized 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.

109

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

(2) Compiling Basis

1. Measurement Foundation

Except the major items in the following balance sheet, the Individual Financial Statement was compiled 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 (14).

2. 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

110

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

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 foreign 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.

  • (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 within 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 within 12 months after the balance sheet.

  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

111

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

transaction will not affect their classification.

(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

The 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 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.

(1) Financial assets as measured by their amortized cost

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

112

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

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.

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

113

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

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 recognized as gains or losses.

(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

114

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

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 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

  • ‧ 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.

115

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

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;

  • 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.

(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

116

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

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 Liabilities

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.

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

117

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

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.

(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 equipment 2-10 years

118

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

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

(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

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

119

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

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 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;

  • (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

120

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

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

(12) Intangible assets

1. Recognition and measurement

121

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

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 end of the reporting period. If Provisions is measured at the estimated cash flows to settle

122

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

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 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

123

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

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.

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.

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) 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

124

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

differences will not be recognized as deferred income tax assets:

  1. Those do 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

  4. Deferred income tax assets are recognized for unused tax losses and unused income

  5. tax credits in subsequent periods to the extent that it is probable that future taxable income will be available against which the temporary differences can be deducted. Deferred income tax assets are reassessed at each reporting date and reduced to the extent that it is not probable that the related income tax benefit will be realized, or to the extent that it becomes probable that sufficient taxable income will be available to allow the reversal of the original reduction.

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

  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.

(18) 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

125

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

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.

  • (19) Segments

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

  • 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, revenue 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.

126

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

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: 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 daily 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.

VI. Description of Major Accounting Items

(1) Cash and cash equivalents

Petty cash
Checks and demand deposits
Time deposits
Cash and cash equivalents listed on the Statement
Dec. 31, 2020
$ 99
497,153
50

Dec. 31, 2019
240
490,112
352,170
$
497,302

842,522

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

(2) Financial assets measured at fair value through profit or loss (FVTPL)

Dec. 31, 2020 Dec. 31, 2019 Financial assets mandatorily measured at fair value through profit or loss: Non-hedging derivatives Forward exchange contracts $ 2,080 -

Please refer to Note VI (XXI) for the amount recognized in profit or loss based on fair value remeasurement.

The Company engages in derivative financial instruments to hedge its exposure to exchange rate risk arising from operating activities. The breakdown of derivative instruments reported as financial assets at fair value through profit or loss for non-applicable hedge accounting is as follows:

instruments reported as financial assets at
non-applicable hedge accounting is as follows:

fair value through profit or loss for fair value through profit or loss for
Financial Assets Dec. 31, 2020

Contract Principal
(NT$ thousand)
USD
4,000

Maturity

Jan. 11, 2021

Jan. 12, 2021

Jan. 22, 2021

Feb. 9, 2021

Feb. 18, 2021

Feb. 19, 2021

Feb. 23, 2021

March 10, 2021

March 23, 2021
Forward exchange contracts
"
"
"
"
"
"
"
"

USD
2,000

USD
2,000

USD
2,000

USD
2,000

USD
2,000

USD
2,000

USD
6,000

USD
2,000

127

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

As of December 31, 2020 and 2019, none of the Company's financial assets at fair value through profit or loss were pledged as collateral.

(3) Notes, accounts receivable and other receivables

Notes receivable
Accounts receivable (including related parties)
Other accounts receivable (including related parties)
Less: Provisions
Dec. 31, 2020
$ 2,485
4,320,998
111,377
(5,424)
$
4,429,436
Dec. 31, 2019

1,675

3,917,180

128,132
(8,067)
4,038,920

For the changes in the provisions for notes and accounts receivable for the years ended December 31, 2020 and 2019, please refer to Note VI (XXI) 1. (3) Statement of Impairment Losses.

(4) Inventory

Merchandise
Finished goods
Work in progress
Raw materials
Goods in transit
Dec. 31, 2020
$ 710,364
108
-
5
-
$
710,477
Dec. 31, 2019

550,887

1,165
18

-
39,018
591,088

The Company's inventory as of December 31, 2020 and 2019 including allowance for inventory losses are NT$45,507 thousand dollars and NT$19,600 thousand 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
2020
$ 8,787,969
29,666
$
8,817,635
2019

8,161,593
1,193
8,162,786

As of December 31, 2020 and 2019, the Company's inventories were not pledged as security.

(V) Investments accounted for using the equity method

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

[Subsidiaries ]

Dec. 31, 2020
$
10,225,811
Dec. 31, 2019
8,873,276

1. Subsidiaries

Please refer to the consolidated financial statements for the year ended on December 31, 2020.

128

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

2. Guarantee

As of December 31, 2020 and 2019, the Company's investments accounted for using the equity method did not provide security for the pledge.

(6) Property, plant and equipment

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

Cost or deemed cost:
Balance as of Jan. 1, 2020
Addition
Disposal
Balance as of Dec. 31, 2020
Balance as of Jan. 1, 2019
Addition
Disposal
Balance as of Dec. 31, 2019
Losses on depreciation and impairment:
Balance as of Jan. 1, 2020
Depreciation in the year
Disposal
Balance as of Dec. 31, 2020
Balance as of Jan. 1, 2019
Depreciation in the year
Disposal
Balance as of Dec. 31, 2019
Book value:
Dec. 31, 2020
Dec. 31, 2019
Land
$ 28,250
-
-
Buildings

32,438
-
-
Machinery
equipment

14,300
-
(1,820)
Other

48,319
1,181
(202)



Total

123,307

1,181
(2,022)
$
28,250
32,438
12,480

49,298

122,466

$ 28,250
-
-


31,568
870
-



14,886

28
(614)



35,709

14,683
(2,073)




110,413

15,581
(2,687)
$
28,250
32,438
14,300

48,319

123,307

$ -
-
-

16,070
903
-



13,615

377
(1,704)



30,194

4,937
(202)




59,879

6,217
(1,906)
$
-
16,973
12,288

34,929

64,190
$ -
-
-

15,268
802
-



13,567

252
(204)



30,236

2,031
(2,073)




59,071

3,085
(2,277)
$
-
16,070
13,615

30,194

59,879
$
28,250

15,465

192

14,369

58,276

$
28,250

16,368
685
18,125

63,428

As of December 31, 2020, and December 31, 2019, property, plant and equipment were used as collateral for short-term loans and financing lines. Please refer to Note VIII for details.

(VII) 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 as of Jan. 1, 2020
Decrease
Balance as of Dec. 31, 2020
Balance on Jan. 1, 2019
Addition
Balance on Dec. 31, 2019
Buildings
$ 118
(118)
$
-
$ -
118
$
118

129

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

Depreciation and impairment losses of right-of-use assets:
Balance as of Jan. 1, 2020
Depreciation
Decrease
Balance as of Dec. 31, 2020
Balance as of Jan. 1, 2019
Depreciation
Balance as of Dec. 31, 2019
Book value:
Dec. 31, 2020
Dec. 31, 2019
Buildings
$ 59
59
(118)
$
-
$ -
59
$
59
$
-
$
59

(VIII) Investment property

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

Cost or deemed cost:
Balance as of Jan. 1, 2020
Addition
Balance as of Dec. 31, 2020
Balance as of Jan. 1, 2019
Balance as of Dec. 31, 2019
Losses on depreciation and impairment:
Balance as of Jan. 1, 2020
Depreciation
Balance as of Dec. 31, 2020
Balance as of Jan. 1, 2019
Depreciation
Balance as of Dec. 31, 2019
Book value:
Dec. 31, 2020
Jan. 1, 2019
Dec. 31, 2019
Fair value:
Dec. 31, 2020
Dec. 31, 2019
Land
$ 248,200
12,376
Buildings

39,285

5,547

$
260,576


44,832

$ 248,200


39,285

$
248,200


39,285

$ -
-

4,483
998
$
-
5,481
$ -
-

3,525
958
$
-
4,483
$
260,576

39,351

$
248,200

35,760

$
248,200

34,802

130

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

As of December 31, 2020 and 2019, none of the Company's investment properties had been pledged as security.

(IX) Intangible assets

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

Cost:
Balance as of Jan. 1, 2020
Separate acquisition
Balance as of Dec. 31, 2020
Balance as of Jan. 1, 2019
Separate acquisition
Balance as of Dec. 31, 2019
Losses on amortization and impairment:
Balance as of Jan. 1, 2020
Amortization in the year
Balance as of Dec. 31, 2020
Balance as of Jan. 1, 2019
Amortization in the year
Balance as of Dec. 31, 2019
Book value:
Balance as of Dec. 31, 2020
Balance as of Dec. 31, 2019
$ Computer
software
84,795
58,424
Computer
software
84,795
58,424













Other
600
-
Total
85,395
58,424
$
143,219
600
143,819
$
63,438
21,357
600
-

64,038
21,357
$
84,795
600
85,395
$
34,458
11,778
-
-

34,458
11,778
$
46,236
-
46,236
$
33,410
1,048
-
-

33,410
1,048
$
34,458
-
34,458
$
96,983
600
97,583
$
50,337
600
50,937

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

2020
Operating expense
$
11,778
Lease liabilities
The carrying amounts of the Company's lease liabilities are as follows:
Dec. 31, 2020
Current
$
-
Please refer to Note VI (XXI) for the maturity analysis.
The amounts recognized in the profit and loss are as follows:
2020
Interest expense for lease liabilities
$
1
2020
Operating expense
$
11,778
Lease liabilities
The carrying amounts of the Company's lease liabilities are as follows:
Dec. 31, 2020
Current
$
-
Please refer to Note VI (XXI) for the maturity analysis.
The amounts recognized in the profit and loss are as follows:
2020
Interest expense for lease liabilities
$
1
2019
1,048

Dec. 31, 2019
59
2019

1
$
1

(X) Lease liabilities

131

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

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

Total cash outflow for leases 2020
$
60
2019

60
  • (XI) Refund liabilities - current
Refund liabilities - current Dec. 31, 2020
$
161,767
Dec. 31, 2019
157,256

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, 2020
$
49,258
Dec. 31, 2019
41,729

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

(XIII) Lease for business operating

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 (VIII) 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:

received in the future is shown in the following table:
Not more than 1 year
1-2 years
Total undiscounted lease payment
Dec. 31, 2020
$ 4,544
523
Dec. 31, 2019
6,037
629
$
5,067
6,666

Rental income generated from investment properties was NT$4,896,000 dollars and NT$5,577,000 dollars for 2020 and 2019 respectively. The direct operating expenses (including maintenance) incurred by the investment properties that generated rental income during the period were NT$1,028,000 dollars and NT$1,089,000 dollars respectively.

(XIV) 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, 2020
Present value of defined benefit obligations
$ 83,499
Fair value of plan assets
(34,241)
Net defined benefit liabilities
$
49,258
Details of the employee benefit liabilities of the Company are as follows:
Dec. 31, 2020
Liabilities from paid leaves
$
3,394
Dec. 31, 2020
$ 83,499
(34,241)
Dec. 31, 2019
73,681
(31,952)

$
49,258

41,729

Dec. 31, 2019
3,577

132

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

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 settled 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 NT$ 34,241,000 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 2020 and in 2019 are as follows:

in 2019 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
2020
$ 73,681
1,168
8,650
-
2019

72,724

1,310

2,262
(2,615)
$
83,499

73,681

(3) Changes in the fair value of plan assets

The changes in the fair value of defined benefit plan assets of the Company in 2020 and in 2019 are as follows:

and in 2019 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
2020
$ 31,952
238
1,052
999
-
2019

32,202

319

1,114

932
(2,615)
$
34,241

31,952

133

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

(4) Expenses recognized in profit or loss

The expenses of the Company recognized in profit or loss in 2020 and in 2019 are as follows:

Service cost in the year
Net interest of net defined benefit liabilities
Operating cost
Promotion Expenses
Administration Expenses
R&D expenses
2020
$ 621
309
2019

590

401
$
930
991
$ 115
290
337
188

117

277

356

241
$
930

991
  • (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 2020 and in 2019 are as follows:

Accumulated balance on January 1
Amount recognized in the year
Accumulated balance on December 31
2020
$ 1,895
(7,598)
2019
3,043
(1,148)

$
(5,703)

1,895

(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, 2020
0.35%
2.00%
Dec. 31, 2019
0.75%
2.00%

The amount of appropriation for defined benefit plans within 1 year after the reporting date for the year ended on Dec. 31, 2020 is NT$1,038,000.

The weighted 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, 2020 and 2019 on the present value of defined benefit obligations are as follows:

Dec. 31, 2020
Discount rate
Increase in future salary
Effects on defined benefit
obligations
Increased by
0.25%
Decreased by
0.25%
(2,278)
2,367
2,322
(2,247)
Increased by
0.25%
(2,278)
2,322

134

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

Dec. 31, 2019
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)
Increased by
0.25%
(2,069)
2,119

The above sensitivity analysis 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 sensitivity analysis shall be consistent with that of net defined benefit liabilities of the balance sheet.

The method and assumption applied in current sensitivity analysis is consistent with those adopted in early stage.

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.

The pension expense under the defined contribution retirement funds of the Company in the year of 2020 and 2019 are NT$6,664,000 and NT$6,411,000 respectively, which have been contributed to the Bureau of Labor Insurance.

(XV) Income tax

1. The details of the income tax expenses 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
Occurrence and reversal of temporary difference
Income tax expense
2020
$ 380,186
22,374
(2,084)
2019

281,975

23,819

(338)

400,476



305,456

6,535



(23,876)

$
407,011



281,580

The income tax expenses (profit) of the Company recognized in other comprehensive income in 2020 and in 2019 are as follows:

Items that will not be reclassified to profit or loss:
Remeasurement of defined benefit plan
2020
$
(1,520)
2019
(230)

135

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

The reconciliation of the relationship between the income tax expense (profit) and the net profit before tax of the Company in 2020 and in 2019 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
Total
2020
$ 3,139,372
2019

2,357,623

627,875
(241,154)
(2,084)
22,374



471,525

(213,426)

(338)

23,819

$
407,011



281,580

2. Deferred income tax assets

(1) Recognized deferred income tax assets

eferred income tax assets
) 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 liabilities and accounts payable
Unrealized foreign exchange losses
Remeasurement of defined benefit plan
Deferred income tax assets
Dec. 31, 2020 Dec. 31, 2019

3,920

492

44

43,772

12,121

8,238
$ 9,101
478
44
43,368
823
9,758

$
63,572



68,587

3. Income Tax Approval

The approval on the filing of final income tax return of the Company has lasted till the year 2018 as required by the taxing authority.

(XVI) Capital and Other Equity

As of December 31, 2020 and 2019, the total authorized share capital of the Company was $1,550,000,000 dollars with a par value of $10 per share, and the actual amount issued was $1,034,779,000 dollars.

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, 2020
$ 3,577,768
365,080
15,399
$
3,958,247

Dec. 31, 2019
3,577,768
366,393
15,399
3,959,560

136

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

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 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 number of other decreases in shareholders' equity, the reversal may be distributed in the form of a surplus.

(3) Earnings distribution

The appropriation of the 2019 and 2018 earnings was approved by the shareholders' meetings held on June 19, 2020 and June 14, 2019, respectively:


Distributed to the holders
of ordinary shares:
Cash
2019 2019 Amount

1,086,518
2018 2018 Amount
900,258
Payout ratio
(TWD)

$ 10.50

Payout ratio
(TWD)
8.70

On March 24, 2021, the Company's board of directors proposed the following 2020 earnings distribution:

earnings distribution:

Distributed to the holders of ordinary shares:
Cash
2020 Amount

1,376,256
Payout ratio
(TWD)

$ 13.30

137

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

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".

  1. Other equity
Balance as of Jan. 1, 2020
Exchange differences arising from
the translation of the net assets
of foreign operations
Unrealized losses from financial
assets measured at FVTOCI
Disposal of equity instruments
measured at FVTOCI
Balance as of Dec. 31, 2020
Balance as of 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 as of Dec. 31, 2019
Exchange
differences on
translation of
foreign operations
$ (631,970)
45,017
-
-
Unrealized gain
or loss on
financial assets
measured at
FVTOCI

(18,562)

-
403
10,140
Total

(650,532)
45,017

403

10,140
(594,972)

(317,020)
(317,409)

(16,103)
(650,532)
$
(586,953)

(8,019)

$ (314,561)

(317,409)
-


(2,459)

-
(16,103)
$
(631,970)

(18,562)

(XVII) 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
Bonuses for employees
Basic earnings per share
Diluted earnings per share
2020
$
2,732,361
2019

2,076,043

103,478
272



103,231

278
103,750
103,509

$
26.41



20.11
$
26.34

20.06

138

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

(XVIII) Revenue from contracts with customers

1. Disaggregation of revenue

Major regional markets:
Taiwan
Mainland China
Other countries
Main products/Line of service:
DT
Server
NB
Automotive
Other
2020
$ 1,044,006
8,481,405
1,837,024
2019

669,848

7,236,980

2,061,506

$
11,362,435



9,968,334

$ 4,019,735
3,039,814
2,529,275
80,338
1,693,273



3,823,353

2,489,216

1,976,577

116,870

1,562,318

$
11,362,435



9,968,334

2. Balance of Contract

Contract liabilities Dec. 31, 2020 Dec. 31, 2019

14,998
108.1.1

3,922
$
21,392

The beginning balances of contract liabilities as of Jan. 1, 2020 and 2019 were recognized as income of NT$13,710,000 dollars and NT$3,793,000 dollars respectively.

(XIX) Non-operating income and expenses

1. Interest income

Interest income 2020
$
10,165
2019
14,173

2. Other income

The details of other income of the Company are as follows:

Income from molding
Income from samples
Income from rentals
Income from compensation
Others
2020
$ 34,952
5,844
4,956
8,630
8,132
$
62,514
2019

17,206

3,471

5,415

3,297
7,536
36,925

139

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

3. Other income and loss

The details of other income and loss of the Company are as follows:

Foreign exchange gain loss
Net profit or loss from financial assets (liabilities) measured
at FVTPL:
Derivatives:
Forward exchange contracts
Metal Product Swap Contracts
Profit from the disposal of property, plant and equipment
Other
Total
2020 2019

(67,449)

(1,921)

-

17

(3,231)
$ (114,795)

7,620
4,346
136
(8,557)

$
(111,250)



(72,584)

4. Financial cost

The details of the financial cost of the Company are as follows:

. Financial cost
The details of the financial cost of the Company are as
follows:
Interest expense 2020 2019

592
$
1,420

(XX) Remuneration for employees, directors, and 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, 2020 and 2019 was $97,235,000 dollars and $73,054,000 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 issuing 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 difference of $46 thousand between the actual allotment of employees', directors' and supervisors' remuneration in 2019 and the estimated amount in the financial statements for the year ended December 31, 2019 has been accounted for as a change in accounting estimate and recognized as profit or loss for the year ended December 31, 2020. There was no difference between the amount resolved by the board of directors for employees' and directors' and supervisors' remuneration in 2020 and the amount estimated in the individual financial statements for the year ended December 31, 2020. The related information is available on the Market Observation Post System (MOPS).

140

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

(XXI) 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 $4,894,002,000 dollars and $4,881,202,000 dollars as of December 31, 2020 and 2019 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, 2020 and 2019, the Company had 4 and 3 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
More than 271 days past due
Dec. 31, 2020 Expected
credit loss in
the duration
of provision
524
19
1,287
385
318
1
1,376
Book value of
Notes and
accounts
receivable
$ 4,275,318
7,353
35,232
3,363
839
2
1,376
Weighted
average
expected
credit loss rate

0.01%

0.26%

3.65%

12.53%

37.90%

50.00%

100.00%

$
4,323,483

3,910

141

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

Dec. 31, 2019
Book value of
Notes and
accounts
receivable
Weighted
average
expected
credit loss rate
Not past due
$ 3,815,591
0.01%
1-30 days past due
86,241
0.18%
31-60 days past due
12,098
1.81%
61-120 days past due
344
6.10%
121-180 days past due
190
17.37%
181-270 days past due
-
43.85%
271-365 days past due
16
81.25%
More than 365 days past due
4,375
100.00%
$
3,918,855
The changes in the provisions for the notes and accounts receivable of the Company a
2020
Beginning balance
$ 5,236
Reversal of impairment loss
(1,310)
Charge off
(16)
Ending balance
$
3,910
Dec. 31, 2019 Expected
credit loss in
the duration
of provision
416
159
219
21
33
-
13
4,375
Book value of
Notes and
accounts
receivable
$ 3,815,591
86,241
12,098
344
190
-
16
4,375

$
3,918,855

5,236
a
re as follows:
2019

5,778

(542)

-
$ 5,236
(1,310)
(16)

$
3,910

5,236

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, 2020
Non-derivative financial liabilities:
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Other payables - related parties
Dec. 31, 2019
Non-derivative financial liabilities:
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Other payables - related parties
Lease liabilities
Book Value

$ 2,712
11,421
2,034,411
299,122
2,092
Cash flow
from the
contract

2,712

11,421

2,034,411

299,122
2,092
Within
6 months

2,712

11,421

2,034,411

299,122
2,092
6-12 months

-

-

-

-
-
1-2years
-
-
-
-
-
2-5years
-
-
-
-
-
More than 5
years
-
-
-
-
-

$
2,349,758

2,349,758

2,349,758
- - - -


$ 18,934
14,499
2,264,397
245,547
5,838
59


18,934

14,499

2,264,397

245,547

5,838
60


18,934

14,499

2,264,397

245,547

5,838
30

-

-

-

-

-
30
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$
2,549,274
2,549,275 2,549,245 30 - - -

The Company does not anticipate that the cash flows analyzed at maturity date will alter significantly or that the actual amounts will vary significantly.

142

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

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
JPY
EURO
INR
VND
Long-term equity investment
accounted for using the equity
method
USD
EURO
Financial liabilities
Currency
USD
RMB
HKD
EURO
Dec. 31, 2020 TWD
4,423,109
397,051
16,187
2
37,367
2
4,394
9,169,934
4,059
2,200,090
312
7,033
105

Foreign Currency
$ 155,306
90,966
4,407
8
1,067
4
3,662,009
321,978
116
$ 77,250
71
1,915
3

Rate
28.4800
4.3648
3.6730
0.2763
35.0200
0.4791
0.0012
28.4800
35.0200
28.4800
4.3648
3.6730
35.0200

143

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.


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 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
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

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 $114,795,000 dollars and $67,449,000 dollars for the years ended 2020 and 2019 respectively.

(2) 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, 2020 and 2019, 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 $21,365,000 dollars and $19,151,000 dollars respectively for 2020 and 2019. The same basis is used for both phases of analysis.

144

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

4. Market risk - changes in interest rates

The Company's interest rate risk arises primarily from variable rate bank deposits, and changes in interest rates will cause future cash flows to fluctuate as the effective interest rates on bank deposits.

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 as of December 31, 2020 and 2019 were $496,950,000 dollars and $488,521,000 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 $3,976,000 dollars and decreased or increased by $3,908,000 dollars for 2020 and 2019, respectively, with all other variables held constant.

5. Market risk - fair value

  • (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.

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:

reporting date are as follows:
Measured at fair value:
Financial assets:
Financial assets measured at FVTPL
Not measured at fair value:
Non-financial assets:
Investment property
Dec. 31, 2020
Book
Value
Fair
value
$ 2,080
2,080
299,927 372,159
Dec. 31, 2019
Book
Value
Fair
value
-
-
283,002 322,604
Book
Value
$ 2,080
299,927
Book
Value
-
283,002
  • (2) The evaluation techniques used to determine fair value are as follows:

  • A. If there is an active market for a financial asset, the fair value is based on the market price. If market prices are not available, quoted prices from counterparties or estimates using valuation techniques are used. The estimates and assumptions used are consistent with those used by market participants in pricing financial instruments.

  • B. 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.

145

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

(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, 2020
Measured at fair value:
Financial assets measured at
FVTPL
Not measured at fair value:
Investment property
Dec. 31, 2019
Not measured at fair value:
Investment property
Level 1
$ -
Level 2
-
Level 3
2,080
Total
2,080
$
-
-
372,159

372,159
$
-
-
322,604

322,604
  • (4) Changes in the financial assets (liabilities) measured at fair value and classified into Level 3

Unit: NT$ thousands

Name 2020 Ending
balance
2,080
Beginning
$
-
Profit an d Losses
Recognized
in other
comprehensi
ve income
-
Increase in th e period
Turned into
Level 3
-
Decrease in
the period
Sale, disposal
or settlement
-
Recognized
in profit or
losses
2,080

Purchase
-

Financial assets measured at FVTPL

The above included gains and losses are reported in "Other gains and losses", which relate to assets still held as of December 31, 2020 and 2019 as follows:

[Recognized in profit (losses) ]

2020
$
2,080
2019
-

(5) Quantitative information on fair value measurements of significant unobservable inputs (Level 3)

The Company's financial assets at fair value through profit or loss, which are classified as Level 3, amounted to $2,080 thousand and $0 thousand as of December 31, 2020 and 2019, respectively. The Company does not disclose quantitative information because there is no active market for publicly quoted prices with reference to counter-party quotes and because it is not practicable to fully grasp the relationship

146

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

between significant unobservable inputs and fair values.

147

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

(XXII) Financial Risk Management

  1. The Company is exposed to the following risks from the engagement of financial instruments:

  2. (1) Credit risk

  3. (2) Liquidity risk

  4. (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.

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 75% and 73% of the Company's revenue for 2020 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.

148

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

(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.

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 $1,456,320,000 as of Dec. 31, 2020 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 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.

(XXIII) 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.

149

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

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:

follows:

Total liabilities
Less: Cash and cash equivalents
Net liabilities
Total equity
Debt-to-capital ratio
Dec. 31, 2020
$ 2,895,843
(497,302)
Dec. 31, 2019
3,015,595
(842,522)
2,173,073
11,815,326
15.53%

$
2,398,541

$
13,499,198

15.09%

(XXIV) Investment and fund-raising activities for non-cash transactions

Please refer to Notes VI (VII) and VI (X) for information on the Company's non-cash trading investments and fundraising activities for Right-of-use assets acquired under leases in 2020 and 2019.

The reconciliation of the Company's liabilities from fundraising activities for the years ended December 31, 2020 and 2019 was as follows:

Lease liabilities
Total liabilities from
financing activities
Jan. 1,
2020
Cash flow
$ 59
(60)
Non-cash change
Other
Change in
exchange
rate
Change in
fair value
Dec. 31,
2020

1
-
-
-

$
59
(60)

1
-
-
-
Short-term loan
Lease liabilities
Total liabilities from
financing activities
108.1.1
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

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

150

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

Name of Related Party Relationship with the Company LOTES EU GmbH A subsidiary of the Company Lerain Technology Co., Ltd. A subsidiary of the Company Mikronpoint Co., Ltd. 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 Zhongshan Dezhi Metal Surface A subsidiary of the Company Treatment Co., Ltd. Guangzhou Leside Technology Co., A subsidiary of the Company Ltd. Hengnan Deyi Property Development A subsidiary of the Company Co., 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 Good News Medical Co., Ltd. A subsidiary of the Company Lintes Technology Co., Ltd. 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 Chia-Chun Investment Co., Ltd. A subsidiary of the Company Genie Precision Machine Co., Ltd. A subsidiary of the Company Key management personnel Including the directors, supervisors, managers and their families and spouses

(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:

2020 2019 Subsidiaries $ 26,270 27,085

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.

151

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

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.
Lintes Technology Co., Ltd.
2020
$ 1,257,559
7,574,556
42,463
2019
1,268,540
6,889,368
13,798
8,171,706

$
8,874,578

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.

3. Accounts receivable - related parties

The details of the accounts receivable - related parties are as follows:

Accounting Item Type of Related Party Dec. 31, 2020
$ -
12,077
935
-
2,272
87,623
266
Dec. 31, 2019
2,982
12,129
18
652
2,272
86,308
549
104,910
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
REKA Technology Co., Ltd.
Ememe Robot Co., Ltd.
Lotes Guanghou Co., Ltd
(Note)
Other subsidiaries
$
103,173

Note: Other receivables include the Company's loan of $87,296,000 and $85,950,000 dollars to Lotes Guanghou Co., Ltd. The Company's funds lent to subsidiaries bear interest at 4.5% and 5%, respectively, based on the interest rates of the subsidiaries' loans from financial institutions in the year of appropriation. Interest income was recognized as $4,122,000 dollars and $1,444,000 dollars for the years ended December 31, 2020 and 2019, 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, 2020
$ 288,985
1,728,149
17,277
-
-
2,092
-
Dec. 31, 2019
211,482
2,045,852
7,063
2,756
3,017
-
65
2,270,235
Accounts payable

Accounts payable
Accounts payable
Other payables
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
LOTES USA
Other subsidiaries
$
2,036,503

152

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

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., Ltd and Lotes Suzhou Co., Ltd
Lotes Suzhou Co., Ltd
REKA Technology Co., Ltd.
Dec. 31, 2020
$ 227,840
-
-
-
35,000
$
262,840
Dec. 31, 2019
899,400
-
449,700
149,900
35,000
1,534,000

7. Selling expenses

Subsidiaries
Mainly the sundry purchases.
. Management expenses
Subsidiaries
Mainly the service fees.
. Non-operating income
Subsidiaries
Dec. 31, 2020 Dec. 31, 2019
185
$
237
Dec. 31, 2020
$ 59,674
Dec. 31, 2020
$
4,567
Dec. 31, 2019
28,280
Dec. 31, 2019
2,606

8. Management expenses

9. Non-operating income

Mainly the income from the rentals of offices leased and the interest income from the loans to subsidiaries.

10. Lease

The Company leases warehouses from major management personnel and enters into one-year lease contracts with a total value of $60,000,000 with reference to the neighboring warehouse rental quotes. The interest expenses of $1,000 and $1,000 were respectively recognized in 2020 and 2019, and the balance of Lease liabilities as of December 31, 2020 and December 31, 2019 were respectively $0 and $59,000.

(IV) Major management personnel transactions

Related compensation includes:


) Major management personnel transactions
Related compensation includes:
Short-term employee benefits

Post-employment benefits
2020
$ 48,136
1,082
2019
40,372
757
41,129

$
49,218

153

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

VIII. Pledged assets

As of December 31, 2020 and December 31, 2019, 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 $15,465 thousand and $16,368 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, 2020 was approximately $31,566,000 dollars.

  • (2) The issuance of guarantee notes for bank loans, financing lines and derivative financial commodity transactions:

Guaranteed notes

Dec. 31, 2020 Dec. 31, 2019 $ 1,570,240 2,358,960

X. Significant Disaster Loss: None.

XI. Significant post-period events: None.

XII. Others

  • (1) Employee benefits, depreciation, depletion, and amortization functions are summarized below:
Function
Nature
2020 2020 2020 2019 2019 2019
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
9,700
447
378
-
745
41
-

238,773

10,020

7,216
3,940

10,069

7,233
11,778

248,473

10,467

7,594

3,940

10,814

7,274

11,778

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

Additional information on the number of employees and employee benefit costs for 2020 and 2019 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
Remuneration for supervisors
2020
135
2020
135
2019

135

5

5

$
2,133

1,959

$
1,911



1,739

9.89%
$
657

9.89%



645

154

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

Information on the Company's remuneration policy (including the policy for the remuneration of directors, supervisors, managers and employees) is as follows.

  1. Remuneration for directors and supervisors is paid in accordance with the Company's remuneration policy for directors and supervisors.

  2. The bonuses and dividends for managers and employees are based on the Company's operating conditions, personal duties and performance.

  3. The salaries of the directors and supervisors are adjusted in a timely manner to

meet their responsibilities.

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 2020:

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
(Note
1)


Business
Amount
Purpose f or
the lending
Allowance
for bad debt
Collateral Collateral Individual
Limit
(Note 2)
Overall
limit
(Note 2)
Name Value
0
0
The Company
Lotes
Guanghou
Co., Ltd
intracom
pany
transacti
on
Yes
Yes
131,496
(RMB30,000)
218,980
(RMB50,000)


-

218,240
(RMB50,000)
-


87,296
5.0%
4.5%

2

2
-

-
Working
Capital
-
-
None
"

-
-
2,699,840
2,699,840
5,399,679
5,399,679

Note 1: The following are the descriptions of the funds lending.

  • (1) Those who have business dealings.

  • (2) When there is a need for short-term financing.

  • Note 2: 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

No. Name of the
Company that
provides the
endorsement
Endorse e Ceiling on
amount of
endorsement
for an
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

Company Name
Relations
hip
(Note 1)
0
0
0
0
1
2
2
The
Company

"

"

"
Lotes
Guanghou
Co., Ltd.
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
REKA
Technology
Co., Ltd.
Lintes
Technology
(Suzhou) Co.,
Ltd.
Genie
Precision
Machine Co.,
2
2

2

2
1
2
2
2,699,840
2,699,840
2,699,840
2,699,840
1,073,480
831,350
831,350

35,000

151,250
(USD5,000)

453,750
(USD15,000)

907,500
(USD30,000)

90,750
(USD3,000)

181,500
(USD6,000)

125,280

35,000


-


-


227,840
(USD8,000)


85,440
(USD3,000)


113,920
(USD4,000)

101,260

-
-
-


-


-


-

19,125
-
-
-
-
-
-
-
0.26%
-
%
-
%
1.69%
1.59%
6.85%
6.09%
6,749,599
6,749,599
6,749,599
6,749,599
2,683,700
1,662,701
1,662,701

Yes

"

"

"

No

"

"
No
"
"
"
"
"
"
No
Yes
"
"
No
Yes
No

155

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

Ltd.

156

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

  • 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.

    • (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.

  • 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 fiscalperiod End of the fiscalperiod End of the fiscalperiod End of the fiscalperiod Note
Shares Book Value Shareholdin
g proportion

Fair value
Chia-Yu
Investment Co.,
Ltd.
"

"

"

"

"

"

Lintes
Technology Co.,
Ltd.
Grand-Tek
Technology Co., Ltd.
Lian Hong Art
Company Limited
Sitronix Technology
Corporation
Lucemitek Co., Ltd
Radinet
Communications Inc.
Kuang Ying
Computer Equipment
Co., Ltd.
AICP Technology
Corporation

Chailease Holding
Company Limited
Class A preferred
shares

None

"
"
"

"

"
"

"
Financial assets
measured at
FVTPL - current
"
"
"
"
"
Financial assets
measured at
FVTOCI - current
Financial assets
measured at
FVTOCI - non-cur
rent
163,980
1,017,000
170,000
1,368,800
1,169,977
600,000
400,000
202,000

5,608

83,547

27,625

-

-

-

2,016

20,120

0.67 %

2.98 %

0.14 %
4.57 %
17.33 %
26.25 %

5.33 %

0.13 %
5,608
83,547
27,625
-

-

-

2,016
20,120



Note
Note
Note

Note: All of them were recognized in losses.

  1. The cumulative purchase or sale of the same securities amounted to at least NT$300 million or 20% of the paid-in capital: None.

157

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

  1. Acquisition of real property amounting to NT$300 million or 20% or more of the paid-in capital:

==> picture [446 x 126] 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 occurrence (Note 2) (Note 2) transaction Issuer acquisition matters
and the
condition
of use
[Lotes Zhongshan ] Plant (Note Oct. 2017 ~ 890,255 787,873 [Chongqing ] None - - - - [Bidding ] For the None
Co., Ltd. 1) Dec. 2020 Chuangyou constructio
Construction n of a plant
Group, etc
Lotes Hengnan " Oct. 2019 340,428 192,369 " " - - - - " " "
Co., Ltd. ~ Dec.
2020
----- 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.

  1. Disposal of real property amounting to NT$300 million or 20% or more of paid-in capital: None.

  2. 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.
"

"

"

"

"
"
The
Company
Lotes Suzhou
Co., Ltd
The
Company
Lotes
Guanghou
Co., Ltd
Lotes
Automation
(Shenzhen)
Co., Ltd.
Zongka
Technology
(Shenzhen)
Co., Ltd.
Lotes
Hengnan Co.,
Ltd.
"
Lotes
Zhongshan Co.,
Ltd.
Subsidiary

The
surrogate
parent
company
are the
same parent
company
Subsidiary
The
surrogate
parent
company
are the
same parent
company
"

"


"

"


"
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

1,257,599


1,308,932

7,574,556


8,386,061

412,265

469,248


555,838
276,160

930,071

95.98 %

99.90 %

75.69 %

85.57 %

4.12 %

4.69 %

5.67 %

2.76 %

9.49 %
Settled in
90 days
"
"
"
"
"
"
"
"
-

-
-
-
-
-
-
-
-
No significant
difference
"
"
"
"
"
"
"
"
288,985
307,166
1,728,149
1,150,187
211,505
108,222
78,557
80,149
178,176

94.04%

99.61%

55.31%

39.21%

6.77%

3.46%

2.68%

2.57%

6.07%

==> picture [16 x 8] intentionally omitted <==

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

158
----- End of picture text -----

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

Lotes Guangzhou
Co., Ltd
"

Lintes Technology
(Suzhou) Co., Ltd.
Lotes Hengnan Co.,
Ltd.
"
REKA
Technology
Co., Ltd.
Lotes
Hengnan Co.,
Ltd.
Lintes
Technology
Co., Ltd.
Zongka
Technology
(Shenzhen)
Co., Ltd.
Lotes
Automation
(Shenzhen)
Co.,Ltd.
"


"

Subsidiary
The
surrogate
parent
company
are the
same parent
company
"
goods
purchased
Net expense
from the
goods
purchased
Net expense
from the
goods
purchased
Net revenue
from the
goods sold

Net revenue
from the
goods sold
Net revenue
from the
goods sold

2,042,032


303,826


1,634,841


107,468


177,683

30.62 %

4.56 %

94.81 %

12.33 %

20.38 %
"
"
"
"
-
-
-
-
-
"
"
"
"
302,436
35,480
372,386
41,634
105,954

21.31%

2.50%

93.32%

14.54%

37.00%

159

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

  1. Amounts due from related parties amounting to at least NT$100 million or 20% of

paid-in capital:

paid-in capital: paid-in capital: paid-in capital: paid-in capital: paid-in capital:
Unit:1,000TWD
Related party with
accounts receivable by
the Company
Name of
transaction
counterpart
y

Relationshi
p
Balance of
receivables
from the
related
party
Turnover
Ratio
Past due receivables from
the related party
Receivables
from the
related party
Amount
received after
the period
ended
Appropriat
ed
Allowance
Amount of
loss

Amount
Solution
Xincheng Development
Co., Ltd.
REKA Technology Co.,
Ltd
"

"


"

"

Lotes Suzhou Co., Ltd
Good Hope Investments
Limited
Lotes Guanghou Co., Ltd
"

Lotes Zhongshan Co., Ltd.
Lotes Hengnan Co., Ltd.
Lintes Technology
(Suzhou) Co., Ltd.
The
Company
The
Company
Lotes
Guanghou
Co., Ltd
Zongka
Technology
(Shenzhen)
Co., Ltd.
Lotes
Hengnan
Co., Ltd.
Lotes
Zhongshan
Co., Ltd.
Lotes
Automation
(Shenzhen)
Co., Ltd.
Xincheng
Developmen
t Co., Ltd.
REKA
Technology
Co., Ltd.
"

Lotes
Zhongshan
Co., Ltd.
"
REKA
Technology
Co., Ltd.
Lotes
Automation
(Shenzhen)
Co., Ltd.
Lintes
Technology
Co.,Ltd.
Subsidiary
Subsidiary
The
surrogate
parent
company are
the same
parent
company
"
"
"
"
The
surrogate
parent
company are
the same
parent
company
Parent
company
The
surrogate
parent
company are
the same
parent
company
"
"
"
"
Subsidiary

288,985

1,728,149

302,436
108,222
80,149
140,452
211,505

307,166
880,631

1,150,187
13,574
339,073
178,176
105,954

372,386

5.03

4.01

5.95

2.42

3.69

-

3.06

4.82

-

6.26

3.52

-

10.44

3.15

4.88

-

-

-

-

-
-

-

-
-

-

-
-

-

-

-
73,102
1,728,149
298,134
74,564
-
72,684
115,422
82,137
-
1,150,187
-
-
178,072
-
-

-

-

-

-
-

-

-

-
-

-
-
-

-
-
-
  1. Engagement in derivative transactions: Please refer to Note VI (II) and (XIX).

160

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

(2) Information on Reinvestment Business:

Information on the Company's investees in 2020 was as follows (excluding investees in China):

Unit:1,000TWD Unit:1,000TWD Unit:1,000TWD Unit:1,000TWD Unit:1,000TWD Unit:1,000TWD Unit:1,000TWD 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
Remar
ks
End of this
period
End of the
previous
year
Shares Percentag
e
Book Value
The
Company
"
"
"
"
"
"
"
"
Lotes
Investment
Ltd.
Good Hope
Investments
Limited
"
Guansi
Development
Co., Ltd.
Zhaxi
Investment
Co., Ltd.
Chia-Yu
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
Lerain Technology
Co., Ltd.
Mikronpoint Co.,
Ltd.
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
Taiwan
USA
Germany

Taiwan
"
Hong Kong
Samoa

Hong Kong
"
"
Taiwan
Holding and
investment
businesses
"
"
"
General
investment
Market
development
Market
development
Design, test
and sale of
chips
Manufacturing
and trading of
mechanical
equipment and
electronic parts
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
741,904
11,428
570,068
14,240
690,000
71,200
3,502
9,385

5,000
741,904
2,848
2,884
570,077
14,240
69,600

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

26,050,000

401,281

20,016,426

500,000

69,000,000

2,500,000

100,000
938,525
500,000

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%
33.92%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
94.37%
5,201,468
1,531,999
2,239,442
121,209
1,044,195
75,816
4,059
2,687
4,936
5,367,416
1,619
649,725
2,259,208
121,209
(7,776)

753,814

73,651

303,052

7,595

164,471

30,917

183

(6,698)

(64)

753,814

(32)

73,682

303,052

7,595

89

724,108

73,651

299,979

7,595

164,372

30,917

183

(6,698)

(64)

753,814

(32)

73,682

303,052

7,595

(2,691)
Note 2

Note 2











Chia-Yu
Investment
Co., Ltd.
"
"
Compertum
Microsystems Inc.
Good News Medical
Co., Ltd.
Lintes Technology
Co., Ltd.
Taiwan
"
"
Electronic Parts
and Components
Manufacturing
Manufacturing
and trading of
mechanical
equipment,
electronic parts
and components,
and optical
instruments.
Sales of
connectors for
telecommunicatio
26,328
250
486,926

13,164

-

486,926

2,632,800
25,000

29,712,788
35.34%
5.00%
52.13%
31,152
191
866,728

(29,260)

(1,179)

271,870

(11,434)

(59)

138,170


Note 2

161

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

Lintes
Technology
Co., Ltd.
"
"
"
Chi-Lung Co.,
Ltd.
Chia-Chun
Investment Co., Ltd.
Genie Precision
Machine Co., Ltd.
Compertum
Microsystems Inc.
Chi-Lung Co., Ltd.
Ru-Hui Co., Ltd.
"
"
"
Samoa
"
n industry and for
consumer
electronics
industry
General
investment
Manufacturing
and trading of the
molds optical
products
Manufacturing of
electronic parts
and components
Holding and
reinvestment
business
Holding and
reinvestment
business

15,000
164,833
14,620
140,976
140,976

-

-

-

148,401

148,401
1,500,000
14,671,000
877,200

4,950,000

4,950,000
100.00%
60.00%
11.77%
100.00%
100.00%
15,001
193,404
10,379
260,223
260,223

1

31,205

(29,260)

64,085

64,085

1

13,121

(1,394)

84,902

84,902



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.

  • Note 2: Investment income recognized in the current period includes adjustments for unrealized gains or losses on intercompany transactions.

  • (3) Investment in China

  • Names of investee companies in Mainland China, major business activities, and other related information:


information:

information:

information:

information:

information:
Unit: 1,000 TWD
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
Shareholding
Ratio
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
760,416
569,293
14,240
517,229
140,976
109,120
1,440,384
130,944
100,390
3,055
4,365

(2)

(2)

(2)

(3)

(2)

(3)

(3)

(3)

(3)

(3)

(3)
726,240
569,293
14,240
-
140,976
-
-
-
-
-
-

-

-

-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
726,240
569,293
14,240
-
140,976
-
-
-
-
-
-

753,81

303,05

7,59
113,68

75,09
32,67
72,15
(15,116
(88
(1,255
(1,484
100.00%

100.00%
100.00%

100.00%
52.13%
100.00%
100.00%

100.00%

100.00%

100.00%

51.00%
724,083
299,978
7,595
99,195
49,997
32,670
72,157
(15,116)
(1,137)
(1,255)
(757)

5,201,424

2,239,989

121,209

752,131

165,997

111,062

1,489,027

115,540

99,227

80

916

-

-

-

-

-

-

-

-

-

-

-

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.

162

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

  - (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.

  • Investment ceiling in Mainland China :

Company
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
Lotes Co.,Ltd. 1,309,773,000 1,453,750,000 8,099,519,000
Lintes
Technology
Co.,Ltd.
140,976,000 140,976,000 997,621 ,000

Note 1: The conversions to NTD were made at the exchange rates prevailing on the balance sheet date.

3. Significant transactions with the investee companies in China:

Please refer to the "Significant Transactions" for details of the significant transactions between the Company and its investee companies in Mainland China, directly or indirectly, in 2020.

  • (4) Major Shareholders:
2020.
r Shareholders:
Share
**Name of Major Shareholder **
Number of Shares
Held
Shareholding
Ratio
Chin-Ling Investment Co., Ltd. 10,956,237
10.58%
Chia-Ming Investment Co., Ltd. 9,797,037
9.46%

Note: (1) The information of major shareholders in this table is based on the last business day of each quarter and is calculated based on the total number of common shares and preferred shares held by shareholders who have completed the delivery of unregistered shares (including treasury shares) of the Company of at least 5%. The number of shares recorded in the Company's financial statements and the actual number of shares delivered without physical registration may differ depending on the basis of computation.

  • (2) The above information is revealed by the trustee's opening of a trust account with individual subaccounts of the principal if the shareholder has delivered his or her shares to the trust. As for any shareholder holding more than 10% of the shares of the Company in accordance with the Securities and Exchange Act, the shareholdings include its own shares plus the shares it has delivered to the trust and has the right to decide on the use of the trust property, etc. Please refer to the Market Observation Post System for information on insider shareholdings.

XIV. Segment Information

Please refer to the consolidated financial statements for 2020.

163

Lotes Co., Ltd.

Details of Cash and Cash Equivalents

Dec. 31, 2020 Unit: NT$ thousands

Item Summary Amount
$ 99
21,304
475,849
497,153
50
$
497,302
Cash and cash equivalents:
Petty Cash
Checks and demand deposits:
Time deposit:
Total

TWD
Foreign currencies (USD12,740,701.97,
HKD4,405,601.17, JPY8,251、
EUR318,706.63, RMB18,615,871.22,
THB1.67 and VND3,662,008,793)
TWD Due date: Feb. 19, 2021
Interest rate collar: 1.045%

Details of Notes Receivables

Item Summary Amount
$ 970
612
420
187
296
$
2,485
Non-related parties:
A company
B company
C company
D company
Other (Note)

Note: The balance of each account does not exceed 5% of the amount in this accounting item and is not shown separately.

164

Lotes Co., Ltd.

Details of Accounts Receivable

Dec. 31, 2020

Unit: NT$ thousands

Item Summary Amount
$
13,012
Accounts receivable – related
parties
Non-related parties:
E company
F company
G company
H company
Other (Note)
Less: Allowance for losses

$ 408,175
388,256
267,902
244,599
2,999,054

4,307,986
(3,910)

$
4,304,076

Note: The balance of each account does not exceed 5% of the amount in this accounting item and is not shown separately.

Details of Other Receivables

Item Summary Amount
$
90,161
$ 20,416
800
21,216
(1,514)
$
19,702
Other receivables – related parties
Non-related parties:
Business tax credit and tax
refund
Other
Subtotal
Less: Allowance for losses

Mainly service income and capital loans to
subsidiaries
Mainly receivables from mold development
revenue

Note: The balance of each account does not exceed 5% of the amount in this accounting item and is not shown separately.

165

Lotes Co., Ltd.

Details of Inventory

Dec. 31, 2020

Unit: NT$ thousands

Item
Products
Finished Products
In-process products
Raw materials
Subtotal
Less: Allowance for decline in value of inventories and
doubtful losses
Amount
$ 755,770
191
-
23
Market Price

710,364

108
-
5
755,984
(45,507)

710,477

$
710,477

Note: Allowance for decline in value of inventories and allowance for doubtful accounts is based on the lower of cost or net realizable value and the ageing of inventories, respectively.

Details of Prepayments

Item Summary Amount
$ 1,268
1,250
712
1,320
$
4,550
Prepayment of member fee
Prepayment
Prepayment of import fees
Other (Note)
Total

Mainly prepayment of annual association fee
Mainly prepayment of product certification fee
Prepayment of sales tax
Mainly prepayment of miscellaneous expenses,
etc.

Note: The balance of each account does not exceed 5% of the amount in this accounting item and is not shown separately.

166

Lotes Co., Ltd.

Details of the Changes in Investments Accounted for Using Equity Method

Jan. 1 to Dec. 31, 2020

Unit: NT$ thousands

Name Beginning Balance Beginning Balance Increase in the Period
(Note)
Increase in the Period
(Note)
Decrease in the Period
(Note)
Decrease in the Period
(Note)
Ending Balance Ending Balance Ending Balance Net Market Value or
Equity
Net Market Value or
Equity
Provision
for
collateral
or pledge
Remark
Shares
Amount
Shares Shareholding
ratio
Amount

5,201,468

1,531,999

2,239,442

121,209

1,044,195

75,816

4,059

2,687
4,936
Shares Amount
809,364
-
336,933
9,489
167,367
27,375
348

2,687

4,936
Shares Amount
-
5,964
-

-
-

-
-
-
-
Unit Price Total Price
5,201,468
1,531,999
2,239,442
121,209
1,044,195
75,816
4,059
2,687
4,936
Lotes Investment Limited
Chia-Wan Investment Co.,
Ltd.
Topmind Technology
Development Co., Ltd.
Zaxi Investment Co., Ltd.
Jiayu Investment Co., Ltd.
Lotes USA. Inc.
LOTES EU Gmbh
Lerain Technology Co., Ltd.
Mikronpoint Co., Ltd.
2,605,000 $ 4,392,104
401,281
1,537,963
20,016,426
1,902,509
500,000
111,720
69,000,000
876,828
2,500,000
48,441
100,000
3,711
-
-
-
-
$ 8,873,276

-

-

-

-

-

-

-
938,525
500,000

-
-

-

-

-

-

-

-

-
2,605,000

401,281
20,016,426
500,000
69,000,000
2,500,000
100,000
938,525
500,000

-

-

-

-

-

-

-

-

-

No

"

"

"

"

"

"

"

"

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

33.92%

100.00%
$ 8,873,276
1,358,499
5,964
10,225,811

10,225,811

Note: The amount includes the increase in investment amount of $14,385 thousand, the recognition of investment income of $1,294,043 thousand, the recognition of cumulative translation adjustment increase of $45,017 thousand, the decrease in capital surplus of $1,313 thousand recognized under the equity method and the recognition of unrealized gain on financial assets of $403 thousand accounted for using the equity method.

167

Lotes Co., Ltd.

Details of Deferred Tax Assets

Item
Deferred tax assets
Dec. 31, 2020
Unit: NT$ thousands
Summary
Amount
$
63,572

Details of Other Non-current Assets

Item
Refundable deposit
Summary Amount
$
6,027

Details of Notes Payable

Item
Non-related parties:
I company
J company
K company
L company
M company
Other (Note)
Summary Amount
$ 1,012
233
201
190
143
933
$
2,712

Note: The balance of each account does not exceed 5% of the amount in this accounting item and is not shown separately.

168

Lotes Co., Ltd.

Details of Accounts Payable

Dec. 31, 2020

Unit: NT$ thousands

Item Summary Amount
$ 288,985
1,728,149
17,277
$
2,034,411
$ 6,278
4,856
287
$
11,421
Related parties:
Hsincheng Development Co., Ltd.
Reka Technology Co., Ltd.
Lintes Technology Co., Ltd.
Non-related parties:
N company
O company
Other (Note)

Note: The balance of each account does not exceed 5% of the amount in this accounting item and is not shown separately.

Details of Other Payables

Item Summary Amount
$
2,092
Other payables – related parties
Non-related parties:
Salary payable
Royalties payable
Compensation payable to
employees and directors and
supervisors
Marketing expenses payable
Freight and import/export
expenses payable
Consulting fees payable
Commissions payable
Other
Total
Tax liabilities

Salaries and year-end bonuses are mainly
payable.
The main component is royalties payable.
The main component is the estimated
compensation to employees and directors and
supervisors for 2020.
Mainly marketing expenses payable
Shipping and customs fees for import and
export of goods
Mainly attributable to system consulting fees
Mainly commissions payable

$ 26,209
50,817
101,715
19,938
21,449
35,325
17,649
26,020

$
299,122

$
305,058

Note: The balance of each account does not exceed 5% of the amount in this accounting item and is not shown separately.

169

Lotes Co., Ltd.

Details of Refund liabilities - Current

Dec. 31, 2020 Unit: NT$ thousands

Item Summary Amount
$
161,767

Amount
$
7,866
Item Summary Amount
$
49,258
Provision for liabilities -
non-current

Provision for employee benefit liabilities

170

Lotes Co., Ltd.

Details of Other Non-current Liabilities

Dec. 31, 2020 Unit: Unit: NT$ thousands
Item Summary Amount
Deposit received $
744
Details of Operating Revenue
Jan. 1 to Dec. 31, 2020
Item Number Amount
Sales Revenue:
Common 660,893KPCS $
6,963,259
Triangular Trade 713,298KPCS 4,585,643
Less: Return of sales (21,764)
Discount on sales (164,703)
Net operating income $
11,362,435

171

Lotes Co., Ltd.

Details of Operating Cost

Jan. 1 to Dec. 31, 2020

Unit: NT$ thousands

Item
Direct raw materials
Opening Inventory
Add: Incoming materials for the period
Other
Less: Raw materials at the end of the period
Transfer to merchandise inventory sales
Other
Raw material consumption
Manufacturing Costs
Processing Costs
Transfer of finished goods and merchandise
Products in process at the beginning of the period
Total manufacturing costs
Add: Opening finished goods
Goods imported during the period
Transferred to work-in-progress
Finished goods at the end of the period
Other
Cost of finished goods
Add: Opening goods
Current period imports
Transfer of raw materials to sales
Other
Less: Ending goods
Transferred to production
Other
Cost of goods sold
Loss on decline in value of inventories, slump and obsolescence
Operating Costs
Amount
$ 150
462
301
(23)
(26)
(176)
688
6,474
1,952
(706)
37
8,445
2,228
18,191
1,020
(191)
(1,732)
27,961
608,273
8,895,134
26
16,258
(755,770)
(314)
(3,599)
8,760,008
29,666
$
8,817,635

172

Lotes Co., Ltd.

Details of Marketing Fee

Jan. 1 to Dec. 31, 2020

Unit: NT$ thousands

Item Summary Amount
$ 58,959
57,444
58,364
51,437
15,798
70,673
$
312,675
Import and export expenses
Payroll
Freight fee
Royalties
Commission
Other (Note)
Total

Note: The balance of each account does not exceed 5% of the amount in this accounting item and is not shown separately.

Details of Management Fees

Item Summary Amount
$ 148,938
17,848
15,127
114,010
$
295,923
Salary Expenses
Labor Costs
Patent expenses
Other (Note)
Total

Note: The balance of each account does not exceed 5% of the amount in this accounting item and is not shown separately.

173

Lotes Co., Ltd.

Details of Other Net Gains and Losses

Jan. 1 to Dec. 31, 2020

Unit: NT$ thousands

Item Summary
Amount
$ 10,165
1,294,043
136
5,844
34,952
167,054
4,956
8,630
12,205
1,317
8,132
$
1,547,434
$ (1,420)
(281,849)
(239)
(8,557)
$
(292,065)
Non-operating income and
benefits.
Interest income
Investment income recognized
under the equity method
Gain on disposal of property,
plant and equipment
Sample revenue
Mold revenue
Exchange gain
Rental income
Compensation income
Gain on financial assets
(liabilities) at fair value
through profit or loss
Gain on reversal of expected
credit impairment
Other
Total
Non-operating expenses and losses.
Interest expense
Exchange loss
Losses on financial assets
(liabilities) at fair value
through profit or loss
Other
Total

174

Lotes Co., Ltd.

Dec. 31, 2020

Please refer to the following notes for the remaining information on the schedule of significant accounting items:

(1) Details of property, plant and equipment and changes in accumulated depreciation, Note VI (VI).

(2) Details of right-of-use assets and changes in accumulated depreciation, Note VI (VII).

(3) Details of investment property and accumulated depreciation, Note VI (VIII).

(4) Details of changes in intangible assets, Note VI (IX).

175

Stock Code: 3533

Lotes Co., Ltd. And Its Subsidiaries

Consolidated Financial Statement and Independent Auditor’s Report

2020 & 2019

Address: No. 15, Wuxun St., Anle Dist., Keelung City 204 Tel: (02)2433 1110

176

Table of Contents

Table of Contents
Item
I.
Cover Page
II.
Table of Contents
III. Declaration of Consolidated Financial Statements
IV. Independent Auditor’s Report
V.
Consolidated Balance Sheet
VI.Consolidated Statement of Comprehensive Income
VII.Consolidated Statement of Change in Equity
VIII.Consolidated Statement of Cash Flows
IX.Notes to the Consolidated Financial Statements
(1) Company history
(2) The date when the financial reports were authorized for issuance and the
process involved
(3) Application of new issuing & revised standards and interpretation
(4) Summary and explanation of material accounting policies
(5) Primary sources of uncertainty in major accounting judgments, estimates,
and assumptions
(6) Descriptions of Material Accounting Items
(7) Transaction with related parties
(8) Pledged Assets
(9) Significant contingent liabilities and unrecognized contractual
commitments
(10) Significant Disaster Loss
(11) Significant Events after the End of the Financial Reporting Period
(12) Other
(13) Supplementary Disclosures
1. Information on Significant Transactions
2. Information on Investment Business
3. Information of investment from Mainland China
4. Information of Major Shareholders
(14) Operating Segments
Page

1
2
3
4
5
6
7
8
9
9
9~10
10~25
25
26~60
60
61
61
61
61
61
62~68
68~69
69~70
70
70~71

Declaration of Consolidated Financial Statements

The information of the companies that should be included when preparing the consolidated financial statements for the affiliated enterprises according to “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” and the companies that should be included when preparing the consolidated financial statements for the parent and subsidiary companies according to International Financial Reporting Standards No. 10 for the year ended December 31, 2020 (from Jan. 1, 2020 to Dec. 31, 2020) for our company are the same. The relevant information required to be disclosed on the consolidated financial statements of the affiliated company has been disclosed on the consolidated financial statements for the parent and subsidiary companies. Therefore, the consolidated financial statements will not be prepared separately.

Name of Company: Lotes Co., Ltd.

Chairman: Zhu De-xiang Date: March 24, 2021

178

Independent Auditor’s Report

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

Audit opinion

We have audited the Statement of Financial Position of Lotes Co., Ltd. (hereinafter referred to as Lotes) as of December 31, 2020 and 2019, the Statement of Comprehensive Income as of January 1 to December 31, 2020 and 2019 as well as the Statement of Changes in Equity, Statement of Cash Flows and the Notes to Consolidated financial statement (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, 2020 and 2019 in Lotes and the financial performance and consolidated cash flow of January 1 to December 31, 2020 and 2019 prepared according to Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis of the audit opinions

The audit of the consolidated financial statements for fiscal year 2020 was conducted by us in accordance with the Rules Governing Auditing and Certification of Financial Statements by Certified Public Accountants and Generally Accepted Auditing Standards (GAAS); The audit of the consolidated financial statements for fiscal year 2019 was conducted by us in accordance with the Rules Governing Auditing and Certification of Financial Statements by Certified Public Accountants, CHIN-KUAN-CHENG-SHEN-TZU No. 1090360805 Letter 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 our accountants 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 consolidated financial statements of fiscal year 2020 based on the professional judgment of our accountants. The matters have been responded on the whole audited consolidated financial statements and during the process of the expression of the audit opinions. There, our accountants will not 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 VI (XV) to the consolidated financial statements for the refund liability. Please refer to Note VI (XXIII) to the consolidated financial statements for details about income. Description of the key audit matters:

The operating income is the most critical factor when determining the operational performance of Lotes Co., Ltd. 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 the 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 Co., Ltd. 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. The adequacy of the

179

refund liability estimate was analyzed with 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 falling price 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 Co., Ltd. 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 adequacy of the inventory aging report was checked, and the changes in the inventory aging of each period were analyzed.

Other matters

Lotes Co., Ltd. has prepared the parent company only financial statements of 2020 and 2019, and we have provided the audit reports with unqualified opinions which were registered for regerence.

Responsibility from management level and governing unit towards the consolidated financial statements

Management level’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 management level also includes evaluating Lotes’s capability of continuous operation, disclosure of relevant matters and the application of continuous operation accounting model unless the management level 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 financial reports.

Responsibility of accountants’ audit on the consolidated financial statements

The purpose of the consolidated financial statements audited by our accountants 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 will not 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 individual 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.

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

180

  1. Based on the audit evidence obtained, conclusion towards the appropriateness of continuous operation accounting basis that the management level 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 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 not capable in continuous operation.

  2. 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.

  3. 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.

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 our CPAs 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 consolidated financial statements for fiscal year 2020 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

CPA:

Competent :[CHIN-KUAN-CHENG-SHEN-] Authority of TZU No. 1000011652 Securities (88) TAI-TSAI-CHENG (VI) Approval No. 18311 Certificate No.[March 24, 2021 ]

181

Lotes Co., Ltd. and Its Subsidiaries

Consolidated Statement of Financial Position

Dec. 31, 2020 and 2019

Assets
Current assets:
1100
Cash and cash equivalents (Note 6 (1) and (26))
1110
Financial assets measured at FVTPL – current (Note 6 (2) and (26))
1120
Financial assets measured at FVTOCI – current (Note 6 (2) and (26))
1150
Net notes receivable (Note 6 (3) and (26))
1170
Net accounts receivable (Note 6 (3) and (26))
1200
Other accounts receivable (Note 6 (3) and (22))
1220
Tax assets (Note 6 (19))
130X
Net inventory (Note 6 (4))
1410
Advance payment
1476
Other financial assets – current (Note 6 (11) and (26))
1479
Other current assets – other

Non-current assets:
1517
Financial assets measured at FVTOCI – non-current (Note 6 (2) and (26))
1600
Property, plant and equipment (Note 6 (7) and 8)
1755
Right-of-use assets (Note 6 (8))
1760
Net worth of investment property (Note 6 (9))
1780
Intangible assets (Note 6 (10))
1840
Deferred tax assets (Note 6 (19))
1980
Other financial assets – non-current (Note 6 (11) and (26))
1900
Other non-current assets

Total of assets
Dec. 31, 2020
Amount
%
$ 2,949,412
15
122,960
1
2,016 -
54,105 -
6,840,879
35
357,029
2
12,937 -
2,559,028
13
62,208
1
87,320
1
6,665
-
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
-

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

4,879,480
31

16,280,192
100
2150
Notes payable (Note 6 (26))
2170
Accounts payable (Note 6 (26))
2200
Other payables (Note 6 (26))
2230
Tax liabilities - current (Note 6 (19))
2280
Lease liabilities - current (Note 6 (14), (26) and (29))
2365
Refund liabilities - current (Note 6 (15))
2300
Other current liabilities
2322
Long-term loans of which the maturity was within 1 year or 1 operating cycle
(Note 6 (13), (26), (29) and Note 8)

Non-current liabilities:
2540
Long-term loans (Note 6 (13), (26), (29) and Note 8)
2550
Provisions - non-current (Note 6 (16))
2560
Tax liabilities – non-current (Note 6 (19))
2570
Deferred tax liabilities (Note 6 (19))
2580
Lease liabilities – non-current (Note 6 (14) and (26) and (29))
2600
Other non-current liabilities

Total of liabilities
Equity to the owner of parent company:
3110
Share capital for ordinary shares (Note 6 (20))
3200
Capital reserves (Note 6 (20))
3300
Retained earnings (Note 6 (20))
3400
Other equity (Note 6 (20))
Total of equity attributable to the owners of parent company
36XX
Non-controlling interests (Note 6 (6))
Total of equity
Total of liabilities and equity
3,574 -
19,000 -
2,501,155
13
1,885,062
12
1,206,695
6
964,415
6
505,527
3
436,898
3
71,971 -
94,851
1
161,767
1
157,256
1
33,197 -
23,337 -
5,335
-
-
-

4,580,880
24
3,630,746
23


18,661 -
-
-
49,258 -
41,729 -
21,037 -
-
-
27,054 -
-
-
104,279
1
60,560 -
2,167
-
1,932
-

13,054,559
68

20,120 -
4,495,974
23
399,749
2
368,019
2
155,510
1
127,144
1
-
-
661,820
3


222,456
1
104,221
-


4,803,336
25
3,734,967
23


1,034,779
5
1,034,779
6
3,958,247
21
3,959,560
24
9,101,144
47
7,471,519
46
(594,972)
(3)
(650,532)
(4)

6,228,336
32




13,499,198
70
11,815,326
72


980,361
5
729,899
5


14,479,559
75
12,545,225
77


$
19,282,895
100
16,280,192
100

$
19,282,895
100

(Please read the Notes to the Consolidated Financial Statements.) Chairperson: CHU, TE-HSIANG Manager: HO, TE-YU Accounting manager: LIU, HSIN-HSIA

Liabilities and equity
Current liabilities:
2100
Short-term loans (Note 6 (12), (26), (29), 8 and 9)
2130
Contract liabilities - current (Note 6 (23))
Dec. 31, 2020
Amount
%
$ -
-
91,659
1
Dec. 31, 2019
Amount
%
29,980 -

19,947 -

182

Lotes Co., Ltd. and Its Subsidiaries

Consolidated Statement of Comprehensive Income

From Jan. 1 to Dec. 31, 2020 and from Jan. 1 to Dec. 31, 2019

Unit: NT$ thousands

4000
Operating revenue (Note 6 (15) and (23))
5000
Operating cost (Note 6 (4), (10) and Note 12)
Gross operating profit
Operating expenses (Note 6 (10), (14), (17), (26), Note 7 and Note 12):
6100
Promotion Expenses
6200
Administration Expenses
6300
R&D expenses
6450
Expected credit impairment loss
Total operating expense
Net operating profit
Non-operating income/expenses (Note 6 (5) and (24)):
7100
Interest income
7140
Gain on bargain purchases
7010
Other income
7020
Other gains and/or losses
7050
Financial costs
7055
Profit (loss) from expected credit loss
Total of non-operating income and expenses
Net profit before tax from continuing operations
7950
Less: Income tax expenses (Note 6 (19))
Net profit
8300
Other comprehensive gain/loss:
8310
Items which were not reclassified into profit or loss
8311
Remeasurements of defined benefit plans
8316
Unrealized gain or loss on the investment in equity instruments measured at FVTOCI
8349
Less: income tax related to the items which were not reclassified
Total of items which were not reclassified into profit or loss
8360
Potential items which might be reclassified into profit or loss
8361
Exchange difference between foreign operating office’s statement
8399
Less: income tax related to items which might be reclassified
Total of items which might be reclassified into profit or loss
8300
Other comprehensive income (net value after tax)
Total comprehensive income
The net profit attributable to:
8610
Owners of the parent company
8620
Non-controlling interests
Total comprehensive income attributable to:
8710
Owners of the parent company
8720
Non-controlling interests
Basic earnings per shares (Unit: NT$)
(Note 6 (22))
Diluted earnings per shares (Unit: NT$)
(Note 6 (22))
2020 %

100

60
2019 %

100

64

36

4

7

7

-

18

18

-
-

2

(1)

-

-

1

19

5
Amount
$ 17,291,332
10,361,137
Amount

15,088,872

9,620,962

6,930,195


40


5,467,910

642,420
1,117,631
1,459,647
2,845


4

6

8

-


562,701

1,049,810

1,104,315
460

3,222,543


18

2,717,286

3,707,652


22


2,750,624

28,789
13,055
214,267
(276,469)
(18,609)
1,317


-

-

1

(2)

-

-

32,820
-

179,220

(105,785)
(22,711)
(2,407)

(37,650)


(1)


81,137

3,670,002
834,413



21

5



2,831,761

687,293

2,835,589


16


2,144,468


14

-

-

-

-

(2)
-

(2)

(2)

12

13

1

14

12

-

12
20.11
20.06

(7,598)
372
1,520


-

-

-

(1,148)
(16,103)
230

(5,706)


-
(17,021)

50,352
1,733


-

-

(320,897)
-

48,619


-
(320,897)

42,913


-

(337,918)

$
2,878,502


16


1,806,550

$ 2,732,361
103,228


15

1


2,076,043

68,425

$
2,835,589


16


2,144,468

$ 2,771,703
106,799


16

-


1,741,613
64,937

$
2,878,502


16


1,806,550

$

26.41

$ 26.34

(Please read the Notes to the Consolidated Financial Statements.) Chairperson: CHU, TE-HSIANG Manager: HO, TE-YU Accounting manager: LIU, HSIN-HSIA

183

Lotes Co., Ltd. and Its Subsidiaries

Consolidated Statement of Change in Equity From Jan. 1 to Dec. 31, 2020 and from Jan. 1 to Dec. 31, 2019

Unit: NT$ thousands

Balance on Jan. 1, 2019
Net profit
Other comprehensive income
Total of comprehensive income
Appropriation and distribution of earnings:
Legal reserve set aside
Special reserve set aside
Cash dividends for ordinary shares
Other changes in capital reserve:
Changes in subsidiaries, associates and joint ventures
accounted for using equity method
Cash capital increase
Increase or decrease in non-controlling interests
Cash dividends issued by subsidiaries for non-controlling
interests
Balance on Dec. 31, 2019
Net profit
Other comprehensive income
Total of comprehensive income
Appropriation and distribution of earnings:
Legal reserve set aside
Special reserve set aside
Cash dividends for ordinary shares
Other changes in capital reserve:
Changes in subsidiaries, associates and joint ventures
accounted for using equity method
Increase or decrease in non-controlling interests
Disposal of the equity instruments measured at FVTOCI
Cash dividends issued by subsidiaries for non-controlling
interests
Balance on Dec. 31, 2020
Equity attributable to the owners of the parent company Equity attributable to the owners of the parent company Equity attributable to the owners of the parent company Equity attributable to the owners of the parent company Equity attributable to the owners of the parent company Equity attributable to the owners of the parent company Non-controlli
ng interests
Total equity

9,871,482

2,144,468

(337,918)
Share capital Capital
reserve
Retained earnings Other equity items Total equity
attributable
to the owners
of the parent
company
Exchange
difference
between
foreign
operating
office’s
statement
Unrealized gain
or loss on
financial assets
measured at
FVTOCI
Share capital
for ordinary
shares
Share capital
collected in
advance
Legal reserve Special
reserve
Undistributed
earnings
$ 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)
- - - - -
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
2,732,361
(6,078)

(631,970)
(18,562)

-
-

45,017
403

11,815,326
2,732,361

39,342


729,899

103,228

3,571



12,545,225

2,835,589

42,913
- - - - -
2,726,283



45,017
403


2,771,703



106,799



2,878,502
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,313)
-
-
-
207,604
-
-

-
-
-
-

-
333,513
-
-
-
-
-

(207,604)

(333,513)
(1,086,518)
-
-
(10,140)
-



-
-

-
-

-
-
-
-
-
-

-
10,140
-
-

-
-
(1,086,518)
(1,313)
-

-
-


-
-

-

-
192,780
-
(49,117)


-
-
(1,086,518)
(1,313)

192,780
-

(49,117)
$
1,034,779

-
3,958,247
1,299,543

650,533

7,151,068

(586,953)
(8,019)

13,499,198


980,361



14,479,559

(Please read the Notes to the Consolidated Financial Statements.) Chairperson: CHU, TE-HSIANG Manager: HO, TE-YU Accounting manager: LIU, HSIN-HSIA

184

Lotes Co., Ltd. and Its Subsidiaries

Consolidated Statement of Cash Flows

From Jan. 1 to Dec. 31, 2020 and from Jan. 1 to Dec. 31, 2019

Unit: NT$ thousands

Cash flows from operating activities:
Net profit before tax
Items of adjustment:
Items of income and expenses
Depreciation expense
Amortization expense
Expected credit loss
Interest expense
Interest income
Income from dividends
Loss (gain) on the disposal and obsolescence of property, plant and equipment
Net loss (gain) on financial assets (liabilities) measured at FVTPL
Losses from the price drop and obsolescence of inventory
Profit from bargain purchase
Compensation costs of employee stock options
Other items
Total of the items of income and expenses
Change in assets/liabilities related to operating activities:
Net change in the assets related to operating activities:
Decrease (increase) in notes receivable
Increase in accounts receivable
Increase in other accounts receivable
Decrease (increase) in inventory
Increase in payments in advance
Decrease (increase) in other current assets
Decrease in other financial assets
Total net change in the assets related to operating activities
Net change in the liabilities related to operating activities:
Increase (decrease) in contract liabilities
Decrease in notes payable
Increase in accounts payable
Increase in other accounts payable
Increase (decrease) in provisions
Decrease in other current liabilities
Increase in refund liabilities
Increase in other non-current liabilities
Total net change in the liabilities related to operating activities
Total net change in the assets and liabilities related to operating activities
Total of the adjustment items
Cash inflow generated from operating activities
Interests received
Dividends received
Interests paid
Income tax paid
Net cash inflow from operating activities
Cash flows in investing activities:
Acquisition of financial assets measured at FVTOCI
Disposal of financial assets measured at FVTOCI
Acquisition of financial assets measured at FVTPL
Disposal of financial assets measured at FVTPL
Acquisition of property, plant and equipment
Disposal of property, plant and equipment
Increase in intangible assets acquired
Cash outflow generated from merger
Acquisition of investment property
Increase in other non-current assets
Net cash outflow from investment activities
Cash flows in financing activities:
Increase (decrease) in short-term loans
Borrowing of long-term loans
Repayment of long-term loans
Repayment of lease principal
Decrease in other non-current liabilities
Issuance of cash dividends
Issuance of cash dividends for non-controlling interests
Capital increase by cash
Changes in non-controlling interests
Changes in subsidiaries, associates and joint ventures accounted for using equity method
Net cash outflow from financing activities
Effect of changes in exchange rates on cash and cash equivalents
Increase in cash and cash equivalents
Beginning balance of cash and cash equivalents
Ending balance of cash and cash equivalents
2020
$ 3,670,002
1,115,332
26,245
1,528
18,609
(28,789)
(1,341)
(2,446)
(55,053)
48,028
(13,055)
7,795
19
2019

2,831,761

1,023,478

12,368

2,867

22,711

(32,820)

(875)

27,655

(7,267)

39,165

-

4,709

-
1,116,872
1,091,991

(30,249)
(788,350)
(133,684)
(486,885)
87,437
3,898
4,960



858

(657,895)

(4,427)

212,641

(46,534)

2,067

48,332

(1,342,873)



(444,958)

37,431
(23,091)
539,618
203,974
(69)
9,860
4,511
-



13,787

(26,396)

141,590

154,112

59

5,674

70,373
206
772,234
359,405

(570,639)



(85,553)

546,233



1,006,438

4,216,235
26,790
1,341
(18,616)
(756,926)



3,838,199

42,560

875

(24,089)

(497,845)

3,468,824



3,359,700

(20,186)
4,860
(125,418)
297,545
(1,774,297)
38,123
(80,912)
(59,647)
(17,923)
(310,189)



-

-

(313,922)

177,274

(1,127,735)

6,162

(52,630)

-

-

(181,017)

(2,048,044)



(1,491,868)

(66,660)
20,035
(125,583)
(114,174)
(75,956)
(1,086,518)
(49,117)
-
137,365
(5,377)



(889,663)

-

-

(121,833)

-

(900,258)

(10,619)
1,274,362

308,003

190,996

(1,365,985)



(149,012)

48,623
103,418
2,845,994



(320,897)

1,397,923

1,448,071

$
2,949,412



2,845,994

(Please read the Notes to the Consolidated Financial Statements.) Chairperson: CHU, TE-HSIANG Manager: HO, TE-YU

Accounting manager: LIU, HSIN-HSIA

185

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements For the Years Ended on December 31, 2020 and 2019

(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. 24, 2021.

III. Application of New and Revised Standards and Interpretations

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

The Consolidated Company adopted the following newly revised IFRSs effective January 1, 2020, and there was no significant impact on the consolidated financial statements.

Amendments to IFRS 3, "Definition of a Business".

Amendments to IFRS 9, IAS 39 and IFRS 7, "Changes in Interest Rate Indicators". Amendments to IAS 1 and IAS 8, "Definition of Significant".

Amendments to IFRS 16, "Rent Deductions Related to Emerging Coronavirus Pneumonia".

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

The application of the following newly revised IFRSs, effective January 1, 2021, to the Consolidated Company's evaluation will not have a material impact on the consolidated financial statements.

Amendments to IFRS 4, "Temporary Exemption from the Extension of IFRS 9

Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16, "Changes in Interest Rate Indicators - Phase 2

186

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

(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 but not yet endorsed by the FSC. The following may be relevant to the consolidated company:

New release/amendment of
guidelines
Amendments
to
IAS
1
“Classification of Liabilities
as Current or Noncurrent”
Major Amendments
The
amendment
was
made
to
enhance
consistency in the application of the standard to
assist companies in determining whether debts
or other liabilities with an indefinite maturity
date should be classified as current (due or
likely to be due within one year) or non-current
on the balance sheet.
The amendment also clarifies the classification
of debt that may be settled by conversion into
equity.
Effective date
upon
promulgation
by the IASB
Jan. 1, 2023

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.

The Consolidated Company does not expect the following other newly issued and amended standards, which have not yet been endorsed, to have a material impact on the consolidated financial statements.

Amendments to IFRS 10 and IAS 28, "Disposal of or Contribution to Assets between an Investor and its Affiliate or Joint Venture".

Amendments to IFRS 17, "Insurance Contracts" and IFRS 17

Amendments to IAS 16, "Property, Plant and Equipment - Price before reaching Intended Use". Amendments to IAS 37, "Loss-making Contracts - Costs of Fulfillment of Contracts". Annual Improvements to IFRSs for the 2018 2020 Cycle Amendments to IFRS 3, "References to Conceptual Framework". Amendments to IAS 1, "Disclosure of Accounting Policies". Amendments to IAS 8, "Definition of Accounting Estimates".

IV. Summary of Major Accounting Policies

The major accounting policies adopted in this Consolidated Financial Statement are summarized 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).

187

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

(2) Compiling Basis

1. Measurement Foundation

Except the major items in the following balance sheet, the Consolidated Financial Statement was compiled 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 IV (XVI).

  • 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

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 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.

1. Subsidiary listed in the Consolidated Financial Statement

The including subsidiaries listed in the Consolidated Financial Statement are as follows:

follows:
Investment of Company
Name of Subsidiary
Place of
Incorporation
Shareholding
percentage
Dec. 31,
2020
Dec. 31,
2019
Descrip
tion
The Company








Lotes Investments
Limited
Lotes Investments Limited
Samoa
Good Hope Investments Limited

Guansi Development Co., Ltd.

Zhaxi Investment Co., Ltd.
Anguilla
Jiayu Investment Co., Ltd.
Taiwan
Lotes USA, Inc
USA
LOTES EU GmbH
Germany
Lerain Technology Co., Ltd.
Taiwan
Mikronpoint Co., Ltd.

Loteson International Investments
Limited
Hong Kong
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%
33.92%
-
% (Note 1)
100.00%
-
%
100.00%
100.00%

188

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

189

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

Loteson International Lotes Guanghou Co., Ltd. China 100.00% 100.00%
Investments Limited
Lotes Guanghou Co., Lotes Hengnan Co., Ltd. 100.00% 100.00%
Ltd.
Lotes Shenzhen Automation 100.00% 100.00%
Technology Co., Ltd.
Lotes Zhongshan Co., Ltd. 50.00% 50.00%
Zhongshan Dezhi Metal Surface 100.00% 100.00%
Treatment Co., Ltd.
Hengnan Deyi Property 100.00% 100.00%
Development Co., Ltd.
Guangzhou Leside Technology Co., 100.00% 100.00%
Ltd.
Guangzhou Leside Chongqing Fuxinrui Electronic China 51.00% 51.00%
Technology Co., Ltd. Technology Co., Ltd.
Lotes Suzhou Co., Ltd. Lotes Zhongshan Co., Ltd. 50.00% 50.00%
Good Hope Investments Xincheng Development Co., Ltd. Samoa 100.00% 100.00%
Limited
REKA Technology Co., Ltd. Hong Kong 100.00% 100.00%
Guansi Development Jae You Co., Ltd. 100.00% 100.00%
Co., Ltd.
Jae You Co., Ltd. Lotes Suzhou Co., Ltd. China 100.00% 100.00%
Zhaxi Investment Co., Wangden Investments Limited Hong Kong 100.00% 100.00%
Ltd.
Wangden Investments Zongka Technology (Shenzhen) Co., China 100.00% 100.00%
Limited Ltd.
Jiayu Investment Co., Ememe Robot Co., Ltd. Taiwan 94.37% 94.37%
Ltd.
Compertum Microsystems Inc. 35.34% 46.74% (Note 1)
Good News Medical Co., Ltd. 5.00% -
% (Note 1)
Lintes Technology Co., Ltd. 52.13% 52.13%
Lintes Technology Co., Chia-Chun Investment Co., Ltd. 100.00% -
%
Ltd.
Genie Precision Machining Co., Ltd. 60.00% -
% (Note 2)
Compertum Microsystems Inc. 11.77% -
% (Note 1)
Jilong Co., Ltd. Samoa 100.00% 100.00%
Jilong Co., Ltd. Rihui Co., Ltd. Samoa 100.00% 100.00%
Rihui Co., Ltd. Lintes Technology (Suzhou) Co., China 100.00% 100.00%
Ltd.

Note 1: Although the Consolidated Company does not hold more than half of the voting shares of this company, it is included in the consolidated financial statements as a subsidiary because the Consolidated Company has control over its major operating activities and other decisions.

Note 2: Please refer to Note 6 (5) for details of the Consolidated Company's acquisition of control over the Company.

  1. Subsidiary not listed in the Consolidated Financial Statement: none.

190

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

(4) 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

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 foreign 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

191

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

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 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.

  2. Those held mainly for the purpose of transaction.

  3. Those expected to be realized within 12 months after the balance sheet.

  4. Cash or cash equivalents, but not including those used for exchange, liquidation of

  5. 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 within 12 months after the balance sheet.

  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.

(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.

(7) Financial Instruments

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

192

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

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 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

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is made on an 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 recognized 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:

  • ‧ 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

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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 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

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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 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 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

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adjusted and recognized as other comprehensive income (without reducing the carrying amount of the assets).

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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 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 liabilities

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.

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.

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(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 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 equipment 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.

(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.

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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

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:

    • 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.

  • 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.

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

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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 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.

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.

(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

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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.

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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.

(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.

(14) Provisions

Provisions for liabilities are recognized when the Consolidated Company has a present obligation as a result of a past event, it is probable that an outflow of economic resources will be required to settle the obligation in the future, and the amount of the obligation can be reliably estimated.

The amount recognized as a provision for liabilities is the best estimate of the amount that will be required to settle the obligation at the end of the reporting period, taking into account the risks and uncertainties of the obligation. If the liability provision is measured by the estimated cash flows to settle the present 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

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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 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.

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

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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 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

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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.

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.

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; (1) Same subject of tax payment; or

  3. (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.

(19) Business Combination

The Consolidated Company first gained control of another company through an acquisition in the second quarter of 2020, and therefore, the accounting policy related to business combinations was applied starting from January 1, 2020.

Goodwill is measured at the fair value of the consideration transferred at the date of acquisition, including the amount attributable to any noncontrolling interest in the acquiree, less the net amount of the identifiable assets acquired and liabilities assumed (usually the fair value). If the resulting balance is negative, the Consolidated Company reassesses whether all assets acquired and liabilities assumed have been correctly recognized before recognizing the benefit of the bargain purchase in profit or loss.

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Except for those related to the issuance of debt or equity instruments, transaction costs associated with a business combination should be recognized as expenses of the combining company immediately when incurred.

For non-controlling interests in the acquiree that are currently owned and whose holders are entitled to a proportionate share of the net assets of the enterprise at the time of liquidation, the Consolidated Company elects, on a transaction-by-transaction basis, to measure them at their acquisition-date fair value or at the current ownership instrument's proportionate share of the recognized amount of the acquiree's identifiable net assets. Other non-controlling interests are measured at their fair values at the acquisition date or on other bases in accordance with IFRSs recognized by the FSC.

(20) Earnings per share

The Consolidated 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 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.

(21) 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 the 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.

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.

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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 listed on the Statement
Dec. 31, 2020
$ 2,139
2,169,311
777,962
$
2,949,412

Dec. 31, 2019
3,660
1,560,714
1,281,620
2,845,994

Please refer to Note VI (XXVI) for the disclosure of the interest rate risk and sensitivity analysis of the financial assets of the Consolidated Company.

(2) Financial assets

1. Financial assets measured at FVTPL:

Financial assets measured at FVTPL:
Non-hedging derivatives
Forward exchange contracts
Non-derivative financial assets:
Listed stocks
Linked deposits
Total
Dec. 31, 2020
$ 6,180
116,780
-
Dec. 31, 2019

-

20,931
219,103
$
122,960


240,034

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 receives the Interest income on a regular basis.

209

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

The Consolidated Company engages in derivative financial instruments to hedge the exposure to exchange rate and raw material price risk arising from operating activities. The breakdown of derivative instruments reported as financial assets at fair value through profit or loss by the Consolidated Company for which hedge accounting is not applicable is as follows.



.

Financial Assets

Principal of the
Contract
(thousand)
USD
3,000
USD
4,000
USD
2,000
USD
9,000
USD
2,000
USD
4,000
USD
5,000
USD
2,000
USD
2,000
USD
2,000
USD
9,000
USD
4,000
USD
6,000
USD
4,400
USD
2,000

2. Financial assets measured at FVTOCI

The Consolidated Company’s investments in these equity instruments are not held for trading purposes and therefore have been designated as measured at fair value through other comprehensive income.

210

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

The Consolidated Company had no dividend income from equity instruments measured at FVTOCI for the years ended December 31, 2020 and 2019.

On May 8, 2020, the Consolidated Company sold Kuang Ying Computer Equipment Co., Ltd., which was designated to be measured at fair value through other comprehensive income and the fair value at the time of disposal was $4,860 thousand and the cumulative loss on disposal was $10,140 thousand, therefore, the aforementioned cumulative loss on disposal was transferred from other equity to retained earnings.

As of December 31, 2020 and 2019, the Consolidated Company’s financial assets had not been pledged as security.

(3) Notes, accounts receivable and other receivables

Notes, accounts receivable and other receivables
Receivable notes
Accounts receivable
Other accounts receivable
Less: Provisions
Dec. 31, 2020
$ 54,105
6,852,928
359,009
(14,029)


Dec. 31, 2019
15,257
5,957,860
222,320
(11,881)
6,183,556

$
7,252,013

Please refer to Note VI (XXVI) 1. (3) Statement of Changes in Notes and Accounts Receivable Provisions for the years ended December 31, 2020 and 2019 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, 2020 and 2019, of which $0 dollars and $497,928,000 dollars respectively.

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 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

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 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, 2019, to 2020, no retained accounts receivable for sale were transferred to other receivables.

211

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

(4) Inventory

Merchandise
Final goods
Work in progress
Raw materials
Goods in transit
Dec. 31, 2020
$ 773,548
676,044
695,361
414,075
-
$
2,559,028
Dec. 31, 2019

494,396

706,097

444,416

292,094
39,018
1,976,021

The Consolidated Company’s inventories as of December 31, 2020 and 2019 including an allowance for inventory losses are $295,528,000 dollars and $271,717,000 dollars respectively.

The Consolidated Company recognized inventory-related expenses and gains as follows:

Cost of goods sold
Downtime cost
Losses on the price fall and scraping of inventory (gain on
reversal)
Total
2020
$ 10,222,310
90,799
48,028
2019

9,941,368

39,165
(359,571)
9,620,962

$
10,361,137

As of December 31, 2020 and 2019, the Consolidated Company’s inventories were not pledged as security.

  • (5) Change in ownership interest in a subsidiary

1. Acquisition of Subsidiary

On May 13, 2020, the Consolidated Company acquired the control of Genie Precision Machining Co., Ltd. (Genie Precision Machining) by purchasing 63.93% of its shares. Genie Precision Machining is an ultra-precision optical and automation equipment manufacturer, and the acquisition of control over the company will enable the Consolidated Company to expand its automotive electronics operations.

For the period from the acquisition date to December 31, 2020, Genie Precision Machining contributed revenue and net income of $220,334,000 and $21,514,000 respectively. If the acquisition had occurred on January 1, 2020, the management estimates that the Consolidated Company would have had revenues of $17,390,647,000 and net income of $2,845,280,000 for the period from January 1, 2012 to December 31, 2012. These amounts do not reflect the actual revenue and operating results of the Consolidated Company that could have been generated if the business combination had been completed on the commencement date of the year of acquisition and should not be used as a forecast of future operating results.

The costs associated with this acquisition transaction were recognized in the consolidated statement of income under the heading "Management fee".

212

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

The major categories of the consideration transferred, the assets acquired and liabilities assumed at the date of acquisition and the amounts recognized are as follows:

(1) Net cash outflows from acquired subsidiaries

Consideration paid in cash
Less: acquired cash and cash equivalents
$ 78,533
(18,886)

$
59,647

(2) Identifiable assets acquired and liabilities assumed

) Identifiable assets acquired and liabilities assumed
The fair values of the recognized assets and liabilities acquired and assumed at the
date of acquisition are as follows.
Current Assets
Cash and cash equivalents $ 18,886
Financial assets measured at amortized cost 5,009
Notes receivable, accounts receivable and other receivables 116,145
Inventories 144,150
Other current assets 12,297
Non-current assets
Property, plant and equipment 214,258
Intangible assets 1,054
Deferred income tax assets 6,190
Other non-current assets 53,033
Current liabilities
Short-term borrowings (36,680)
Contractual liabilities - current (34,282)
Notes payable, Accounts payable and Other payables (142,001)
Current income tax liabilities - current (7,955)
Long-term loans due within one year (29,491)
Other non-current liabilities - other (1,097)
Non-current liabilities
Long-term loans (100,053)
Other non-current liabilities (76,191)
Fair value of identifiable net assets $ 143,272

The fair value of receivables (mainly accounts receivable) and the total contract amount were both $116,145,000, and there were no uncollectible contractual cash flows expected at the acquisition date.

213

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

The Consolidated Company will review the above matters on an ongoing basis during the measurement period. If, within one year of the acquisition date, new information becomes available regarding facts and circumstances existing at the acquisition date that would identify an adjustment to the provisional amount described above or any additional provision for liabilities existing at the acquisition date, the accounting for the acquisition will be modified.

(3) Cheap purchase benefits

The bargain purchase benefits recognized as a result of the acquisition were as follows:

llows:
Transfer Consideration
Add: Non-controlling interests
Less: Fair value of identifiable net assets
Gain on bargain purchase
$ 78,533
51,684
(143,272)

$
(13,055)

The gain of $13,055,000 resulting from the acquisition of Genie Precision Machining was reported as "Gain on bargain purchase" in the consolidated statement of income.

2. Subsidiary cash capital increase, the Consolidated Company did not subscribe in proportion to its shareholding, resulting in no loss of control

On December 16, 2020, Compertum Microsystems Inc. issued 3,255,000 new shares, raising $75,950,000 in total. The Consolidated Company subscribed 1,755,000 shares for $40,950,000, which increased the Consolidated Company's equity interest in Compertum Microsystems Inc. by 4.64% due to the unrealized shareholding.

On July 8, 2020, Genie Precision Machining Co., Ltd. issued 15,000,000 new shares, raising $150,000,000 in total. The Consolidated Company subscribed 8,630,000 shares for $86,300,000, and the Consolidated Company's interest in Genie Precision Machining Co., Ltd. was reduced by 3.93% due to the failure to subscribe in proportion to its shareholding.

Compertum Microsystems Inc. issued 1,379,000 new shares on April 30, 2020, raising total proceeds of $13,786,000. The Consolidated Company reduced its interest in Compertum Microsystems Inc. by 9.91% due to non-subscription.

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%.

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:

214

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

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
2020
$ 125,937
(127,250)
-
2019
190,973
-
(82)
$
(1,313)

190,891

(6) Subsidiaries with significant non-controlling interests

The non-controlling interests of subsidiaries that are material to the Consolidated 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
The percentage of
ownership interests and
voting interests in all
non-controlling
interests
Dec. 31,
2020
Dec. 31,
2019
47.87%
47.87%

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:

1. Comprehensive financial information of Lintes Technology Co., Ltd.:

Current assets
Non-current assets
Current liabilities
Non-current liabilities
Less: Non-controlling interests
Equity attributable to owners of Lintes Technology
Ending balance of non-controlling interest attributable
to the Consolidated Company
Operating income
Net income for the period
Attributable to owners of Lintes Technology
Dec. 31, 2020
$ 2,297,917
503,237
(954,458)
(75,631)
128,484
Dec. 31, 2019
1,985,182
165,502
(649,878)
(11,443)
-
$
1,642,581
1,489,363

$
795,973

714,874

2020
$
2,404,160

2019
2,245,138

$
271,870

156,114

215

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

Non-controlling interests attributable to Lintes
Technology
Other comprehensive income
Attributable to owners of Lintes Technology
Non-controlling interest attributable to Lintes
Technology
Total comprehensive income
Attributable to owners of Lintes Technology
Non-controlling interest attributable to Lintes
Technology
Net income of the Consolidated Company for the
period attributable to noncontrolling interests
Comprehensive income for the period attributable to
noncontrolling interests
Cash flows from operating activities
Cash flows from investing activities
Cash flows from financing activities
Effect of exchange rate changes
Increase (decrease) in cash and cash equivalents
Dividends paid to noncontrolling interests
$
7,660
-
(6,122)
-
149,992
-
69,180
65,759
2019
417,912
(91,247)
272,043
8,383
607,091
10,619

$
4,544

$
-
$
276,414

$
7,660

$
126,891

$
130,604

2020
$ 468,996
(201,405)
(307,339)
(535)

$
(40,283)

$
49,117

216

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

(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, 2020
Addition
Prepayment for equipment
transferred in
Merger acquisition
Completion of
construction in progress and
acceptance of equipment to
be examined
Disposal
Reclassification to other
non-current assets
Effect of change in
exchange rate
Balance on Dec. 31, 2020
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
Losses on depreciation and
impairment:
Balance on Jan. 1, 2020
Depreciation in the year
Merger acquisition
Disposal
Effect of change in
exchange rate
Balance on Dec. 31, 2020
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
Book value:
Balance on Dec. 31, 2020
Balance on Dec. 31, 2019
Land
$ 49,655
-
-
-
-
-
-
(1,071)
Buildings

759,739
-
-
-
-
-
-

9,674

Machinery

2,698,613
236,776
10,959
211,567
-
(232,957)
-
26,339





Other

2,740,900

221,896

11,887

105,389
759,336

(607,611)
-
44,055
Construction in
progress and
equipment to be
examined

756,731

1,315,625

-

-

(759,336)

-
(169)
21,725




Total

7,005,638

1,774,297
22,846
316,956

-
(840,568)

(169)
100,722

$
48,584


769,413

2,951,297

3,275,852

1,334,576

8,379,722

$ 76,980
-
-
-
-
(26,800)
(525)


804,451
870
-
-
-

(15,857)

(29,725)





2,680,672

182,269
650
10,300
(68,993)

-
(106,285)







2,430,461

346,673

18,035

576,528

(519,830)
-
(110,967)


498,134

877,347

-

(586,828)

-
-
(31,922)





6,490,698

1,407,159
18,685

-
(588,823)
(42,657)
(279,424)

$
49,655


759,739

2,698,613

2,740,900

756,731

7,005,638

$ -
-
-
-
-

266,518
38,748
-
-
4,449




1,595,925

237,015
62,001
(203,679)
9,272






1,628,481

782,468

40,697

(601,212)
23,065


-

-

-

-
-

3,490,924
1,058,231
102,698
(804,891)
36,786
$
-

309,715

1,700,534

1,873,499
-
3,883,748
$ -
-
-
-
-

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
$
48,584

459,698

1,250,763

1,402,353
1,334,576
4,495,974

$
49,655

493,221

1,102,688

1,112,419

756,731

3,514,714

217

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

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 2020 and December 31, 2019, the accumulated expenditures (tax included) for the construction of the new plant were $787,873 thousand and $622,147 thousand respectively.

The subsidiary, Lotes Hengnan Co., Ltd. (Lotes Hengnan), acquired land use rights for the construction of a new factory in 2016 at a cost of $9,878 thousand, which was recorded as a right-to-use asset. As of December 31, 2020 and 2019, the accumulated expenditures (including tax) for the construction of new plants were $192,369 thousand and $54,149 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, 2020, must 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 2021.

As of December 31, 2020, and December 31, 2019, 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:

Cost of the right-of-use assets:
Balance on Jan. 1, 2020
Increase
Decrease
Effect of change in exchange rate
Balance on Dec. 31, 2020
Balance on Jan. 1, 2019
Effects of retrospective application of
IFRS 16
Increase
Decrease
Balance on Dec. 31, 2019
Losses on the depreciation and impairment
of right-of-use assets:
Balance on Jan. 1, 2020
Depreciation in the year
Decrease
Effect of change in exchange rate
Balance on Dec. 31, 2020
Balance on Jan. 1, 2019
Depreciation in the year
Other decrease
Balance on Dec. 31, 2019
Land
$ 236,908
-
-
3,782
Buildings

254,674
136,339
(48,337)

5,011
Machinery
equipment
687
-
(685)
(2)
Other
equipment
5,181
397
(1,507)
60
Total
497,450
136,736
(50,529)
8,851

$
240,690


347,687

-
4,131
592,508

$ -
246,746
-
(9,838)

-

235,843
35,288

(16,457)
-
243
474
(30)

-
5,396
-
(215)

-
488,228
35,762
(26,540)

$
236,908


254,674

687

5,181

497,450

$ 5,150
5,135
-
180


105,843

117,728
(48,186)

4,374
687
-
(685)
(2)

2,344
1,658
(1,507)
40

114,024
124,521
(50,378)
4,592
$
10,465

179,759

-
2,535
192,759

$ -
5,375
(225)

-

112,130

(6,287)
-
717
(30)

-
2,446
(102)

-
120,668
(6,644)

$
5,150


105,843

687

2,344

114,024

218

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

Book value:
Dec. 31, 2020
Dec. 31, 2019
Land
$
230,225
Buildings
167,928
Machinery
equipment
-
Other
equipment
1,596
Total
399,749

$
231,758

148,831
-
2,837

383,426

(9) Investment property

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

Cost or deemed cost:
Balance on Jan. 1, 2020
Increase
Effect of change in
exchange rate
Balance on Dec. 31, 2020
Balance on Jan. 1, 2019
Transferred from property,
plant and equipment
Balance on Dec. 31, 2019
Losses on depreciation and
impairment:
Balance on Jan. 1, 2020
Depreciation
Effect of change in
exchange rate
Balance on Dec. 31, 2020
Balance on Jan. 1, 2019
Depreciation
Transferred from property,
plant and equipment
Balance on Dec. 31, 2019
Book Value:
Dec. 31, 2020
Jan. 1, 2019
Dec. 31, 2019
Fair value:
Dec. 31, 2020
Dec. 31, 2019
Owned Assets
Land
Buildings
$ 248,200
39,285
12,376
5,547
-
-
Owned Assets
Land
Buildings
$ 248,200
39,285
12,376
5,547
-
-
Right-of-use
assets
Land

-

67,869
1,291
Right-of-use
assets
Land

-

67,869
1,291
Land
$ 248,200
12,376
-
$
260,576
44,832
69,160

$ 221,400
26,800


23,428

15,857


-

-

$
248,200


39,285

-

$ -
-
-

4,483
998
-

-

1,048
20
$
-
5,481 1,068
$ -
-
-

2,333
764
1,386


-

-

-
$
-

4,483

-
$
260,576

39,351
68,092

$
221,400

21,095

-

$
248,200

34,802
-


As of December 31, 2020 and 2019, the Consolidated Company’s investment properties were not pledged as security.

219

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

(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, 2020
Separate acquisition
Merger acquisition
Derecognition
Effect of change in exchange rate
Balance on Dec. 31, 2020
Balance on Jan. 1, 2019
Separate acquisition
Derecognition
Effect of change in exchange rate
Balance on Dec. 31, 2019
Losses on amortization and
impairment:
Balance on Jan. 1, 2020
Amortization in the year
Merger acquisition
Derecognition
Effect of change in exchange rate
Balance on Dec. 31, 2020
Balance on Jan. 1, 2019
Amortization in the year
Derecognition
Effect of change in exchange rate
Balance on Dec. 31, 2019
Book value:
Balance on Dec. 31, 2020
Balance on Dec. 31, 2019
Computer
software
$ 166,221
80,912
5,054
(412)
1,640




Other
600
-
-
-
-
Total

166,821
80,912
5,054
(412)
1,640
254,015

114,781
56,099
(590)
(3,469)
166,821
67,032
27,071
4,000
(412)
814
98,505
55,254
13,834
(590)
(1,466)
67,032
155,510
99,789

$
253,415
600

$ 114,181
56,099
(590)
(3,469)



600
-
-
-

$
166,221
600

$ 67,032
27,071
4,000
(412)
814




-
-
-
-
-
$
98,505
-

$ 55,254
13,834
(590)
(1,466)



-
-
-
-

$
67,032
-

$
154,910
600

$
99,189
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:
2020 2019
Operating cost
$
3,390
1,087
Operating expense
$
23,681
12,747

220

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

(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, 2020
$
87,320
$
-
Dec. 31, 2019
-
85,923

As of December 31, 2020 and 2019, none of the Consolidated Company’s other financial assets had been pledged as security, please refer to Note VIII.

(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
Credit not yet used
Dec. 31, 2020
Currency


Interest rate range
Dec. 31, 2019
Maturity
year

Currency
Interest rate range
USD
2.54%
Maturity
year
109

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) Long-term loan

The breakdown of the Consolidated Company's long-term loans is as follows:


Bank Loans-Credit Loans (2023.7)

Bank loans - Guaranteed loans (2022.5~2023.7)
Subtotal
Less: portion due within one year
Total

Unutilized

Interest Rate Range
Dec. 31, 2020
$ 974
23,022
23,996
5,335
$
18,661
$
51,907
1.31%~1.83%

The Consolidated Company pledged assets as collaterals for bank loans as described in Note 8.

221

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

(14) Lease liabilities

The book values of the lease liabilities of the Consolidated Company are as follows:

Current
Non-current
Dec. 31, 2020
$
71,971
Dec. 31, 2019
94,851

$
104,279

60,560

For the maturity analysis, please refer to Note VI (XXV). 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
2020
$
9,689
$
12,523
$
1,738
2019

11,458

14,593

2,443

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

Total cash outflow for leases 2020
$
125,601
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.

(15) Refund liabilities - current

Refund liabilities - current Dec. 31, 2020
$
161,767
Dec. 31, 2019
157,256

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

(16) Provisions

Provisions - non-current
Employee benefits
Dec. 31, 2020
$
49,258

41,729

222

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

Employee benefits are estimated under the Consolidated Company’s defined benefit plan; please refer to Note VI (18) for details.

(17) Operating lease

The Consolidated Company leases out its investment properties, which are classified as operating leases because almost all the risks and rewards attributable to the ownership of the subject assets have not been transferred, as described in Note 6(ix) Investment properties.

The maturity analysis of lease payments to report the total undiscounted lease payments to be received in the future is presented in the following table.

Within 1 year
1-2 years
Total undiscounted lease payments
Dec. 31, 2020
$ 4,330
350
Dec. 31, 2019

5,821

593
$
4,680
6,414

The rental income from investment properties amounted to $4,727 thousand and $5,408 thousand for the years ended December 31, 2020 and 2019, respectively. The direct operating expenses (including maintenance) of the investment properties that generated rental income were $861 thousand and $875 thousand, respectively.

(18) 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:


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, 2020
$ 83,499
(34,241)
Dec. 31, 2019

73,681

(31,952)

$
49,258


41,729

The details of the employee benefits liability of the Consolidated Company are as follows:

Liabilities from paid leaves Dec. 31, 2020
$
17,861
Dec. 31, 2019

14,674

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 settled 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 34,241,000 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.

223

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

(2) Changes in the present values of defined benefit obligations

Changes in the present values of defined obligations of the Company in 2020 and in 2019 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
2020
$ 73,681
1,168
8,650
-
2019

72,724

1,310

2,262
(2,615)
$
83,499

73,681

(3) Changes in the fair value of plan assets

The changes in the fair value of defined benefit plan assets of the Company in 2020

and in 2019 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
2020
$ 31,952
238
1,052
999
-
2019

32,202

319

1,114

932
(2,615)
$
34,241

31,952

(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
2020
$ 621
309
2019

590

401
$
930
991
$ 115
290
337
188

117

277

356

241
$
930

991

224

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

(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 2020 and in 2019 are as follows:

follows:
Accumulated balance on January 1
Amount recognized in this period
Accumulated balance on December 31
2020
$ 1,895
(7,598)
2019
3,043
(1,148)

$
(5,703)

1,895

(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, 2020
0.35%
2.00%
Dec. 31, 2019
0.75%
2.00%

The amount of appropriation for defined benefit plans within 1 year after the reporting date for the year ended on Dec. 31, 2020 is 1,038,000 TWD.

The weighted 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, 2020

and 2019 on the present value of defined benefit obligations are as follows:

Dec. 31, 2020
Discount rate
Increase in future salary
Dec. 31, 2019
Discount rate
Increase in future salary
Effects on defined benefit
obligations
Increased by
0.25%
Decreased by
0.25%
$ (2,278)
2,367
2,322
(2,247)
(2,069)
2,151
2,119
(2,049)
Increased by
0.25%
$ (2,278)
2,322
(2,069)
2,119

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

225

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

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.

The pension expense under the defined contribution retirement funds of the Company in the year of 2020 and 2019 are TWD 12,635,000 and TWD 9,032,000 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, 2020 and 2019 were $137,267,000 dollars and $195,676,000 dollars respectively. (19) 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
Other deferred income tax expense (benefit)
Income tax expense
2020
$ 824,517
23,276
(47,498)
2019

704,790

27,468

(17,187)

800,295



715,071

34,118



(27,778)

$
834,413



687,293

The details of income tax expense (benefit) recognized in the other comprehensive income in 2020 and 2019 are as follows:


income in 2020 and 2019 are as follows:
Items that will not be reclassified to profit or loss:
Remeasurement of defined benefit plan
Items that may be reclassified subsequently to profit
or loss.
Exchange differences on translation of financial
statements of foreign operating entities
2020
$
(1,520)
2019
(230)

$
(1,733)

-

The reconciliation between the income tax expense (benefit) and net profit before tax of the Consolidated Company in 2020 and 2019 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
Underestimate (overestimate) in the previous year
Surtax on undistributed retained earnings
Income basic tax
Total
2020
$ 3,670,002
2019

2,831,761


1,108,837
(250,202)
(47,498)
23,276
-



895,013

(218,245)

(17,187)

27,468
244
$
834,413
687,293

226

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

227

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

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 ]

==> picture [173 x 27] intentionally omitted <==

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, 2020, 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 (approved)
2019 (applied)
2020 (estimated)
Losses to be
deducted
$ 9,714
14,184
14,550
6,246
8,951
10,166
6,828
3,237
2,609
660
$
77,145
The last year for the
deduction to be conducted
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030

228

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

(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 liabilities
Unrealized foreign exchange losses
Estimated expenses payable
Remeasurement of defined benefit plan
Bad debt expense
Exchange differences on translation of financial
statements of foreign operating companies
Employee Benefits
Deferred income tax assets
Dec. 31, 2020
$ 29,513
478
44
43,368
1,049
39,927
9,757
663
1,733
612
$ 127,144
Dec. 31, 2019
20,587
492
44
43,772
15,423
35,246
8,238
123
-
-
123,925
(3) Deferred income tax liabilities recognized
Unrealized exchange gain
Investment income recognized by the equity method
Gain on bargain purchase
Deferred income tax liabilities
Dec. 31,2020
$ 1,176
23,789
2,089
$ 27,054
Dec. 31,2019

-

-

-

-

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.

Jiayu Investment Co., Ltd., a domestic subsidiary of the Company, has been approved for its income tax in 2019, and Ememe Robot Co. Ltd. have been approved for its income tax in 2018.

(20) Capital and Other Equity

As of December 31, 2020 and 2019, the total authorized share capital of the Company was $1,550,000,000 with a par value of $10 per share, and the actual amount issued was $1,034,779,000 dollars.

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.

229

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

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, 2020
$ 3,577,768

365,080
15,399

Dec. 31, 2019
3,577,768
366,393
15,399
3,959,560

$
3,958,247

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 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

230

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

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 19, 2020 and June 14, 2019, the Company's shareholders resolved to distribute earnings for the years 2019 and 2018, respectively, as follows:

Distributed to the holders of
ordinary shares:
Cash
2019
Payout ratio
(NTD)
Amount



10.50
1,086,518
2018
Payout ratio
(NTD)
Amount
8.70
900,258
2018
Payout ratio
(NTD)
Amount
8.70
900,258
2018
Payout ratio
(NTD)
Amount
8.70
900,258
$ Payout ratio
(NTD)


10.50
Payout ratio
(NTD)
8.70

On March 24, 2021, the Company's Board of Directors proposed a distribution of earnings for the year 2020, and the amount of dividends distributed to owners was as follows:

Distributed to the holders of ordinary shares:
Cash
$
2020
Payout ratio
(NTD)
Amount



13.30
1,376,256
2020
Payout ratio
(NTD)
Amount



13.30
1,376,256
Payout ratio
(NTD)


13.30


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:

3. Other equity

Balance on Jan. 1, 2020
Exchange differences arising from the
translation of the net assets of
foreign operations
Unrealized gain on financial assets
measured at fair value through
other comprehensive income or
loss
Disposal of equity instruments
measured at fair value through
other comprehensive income or
loss
Balance on Dec. 31, 2020
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
$ (631,970)
45,017
-
-
Unrealized gain or
loss on Financial
assets measured at
FVTOCI

(18,562)

-
403
10,140
Total

(650,532)
45,017

403

10,140
$
(586,953)

(8,019)


(594,972)

$ (314,561)
(317,409)
-


(2,459)

-
(16,103)


(317,020)
(317,409)

(16,103)
$
(631,970)

(18,562)


(650,532)

231

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

(21) 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
Genie Precision
Machining
Lintes Technology
Nov. 28, 2019
436,000 shares
Current employees
of subsidiaries
Immediate vesting
July 23, 2020
1,500,000 shares
Current employees
of subsidiaries
Immediate vesting

Genie Precision Machining Co., Ltd. estimated the fair value of the above cash capital increase stock option to be $15.87 and recognized the cost of share-based payment compensation of employees from the cash capital increase stock option to be $7,795,000 dollars in 2020.

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 payment compensation of employees from the cash capital increase stock option to be $4,709,000 dollars in 2019.

  • (22) Earnings per share

The basic earnings per share and diluted earnings per share of the Consolidated Company were calculated as follows:

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
Basic earnings per share
Diluted earnings per share
2020
$
2,732,361
2019

2,076,043

103,478
272



103,231

278
103,750
103,509

$
26.41



20.11
$
26.34

20.06

(23) 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

Contract liabilities Dec. 31, 2020
$
91,659
Dec. 31, 2019
19,947

The amounts of beginning balances of contract liabilities as of Jan. 1, 2020 and Jan. 1,

232

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

2019 were respectively recognized as income of 18,642,000 TWD and 5,825,000 TWD for the year ended on Dec. 31, 2019 and 2018.

(24) Non-operating income and expense

1. Interest income

The details of interest income of the Consolidated Company are as follows:

[Bank Deposit Interest ]

2020
$
28,789
2019
32,820

2. Other income

The details of other income of the Consolidated Company are as follows:

Income from cash dividends
Income from molding
Compensation from suppliers
Income from rentals
Income from the sales of developed products
Income from subsidies
Others
2020
$ 1,341
52,604
12,579
37,708
4,516
39,806
65,713
$
214,267
2019

875

42,802

10,143

28,065

7,131

27,845
62,359
179,220

3. Other income and losses

The details of other income and losses of the Consolidated Company are as follows:

2020
Foreign exchange gain (loss)
$ (308,515)
Net profit or loss from the financial assets (liabilities)
measured at FVTPL
Derivative Commodities.
Forward Foreign Exchange Contracts
11,644
Metal commodity swap contracts
4,346
Non-Derivative Commodities
39,063
(Profits) Losses from the disposal of Property, plant and
equipment
2,446
Other
(25,453)
Total
$
(276,469)
2020 2019

(58,026)

(1,921)

-

7,267

(27,655)

(25,450)

$
(276,469)



(105,785)

4. Financial cost

The details of the financial cost of the Consolidated Company are as follows:

Interest expense 2020 2019
$
18,609

22,711

233

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

(25) 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, 2020 and 2019 was $97,235,000 dollars and $73,054,000 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 issuing 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 difference of $46 thousand between the actual allotment of employees', directors' and supervisors' remuneration in 2019 and the estimated amount in the consolidated financial statements for the year ended December 31, 2019 has been treated as a change in accounting estimate and recognized as profit or loss for the year ended December 31, 2020. There was no difference between the amount approved by the board of directors for employees' and directors' and supervisors' remuneration and the amount estimated in the consolidated financial statements for the year ended December 31, 2020. The related information is available on the Market Observation Post System (MOPS).

(26) 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 $10,286,606,000 dollars and $9,330,916,000 dollars as of December 31, 2020 and 2019 respectively.

(2) Credit risk concentration risk

The customers of the Consolidated Company are concentrated in the high-tech

234

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

computer industry. In order to reduce the credit risk of accounts receivable, the Consolidated Company continuously evaluates the financial position of the customers and adjusts the transaction terms if necessary. The Consolidated Company on December 31, 2020, and in 2019, a single customer is more than 5% of the total accounts receivable, accounts receivable balance for 4 and 5 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:

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
More than 271 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, 2020 Expected credit
loss in the
duration of
provision
750
1,698
1,992
572
489
1
6,547
Book value of
notes and
accounts
receivable
$ 6,413,813
363,005
116,197
5,698
1,771
2
6,547
Weighted
average
expected credit
loss rate

0.01%

0.47%

1.71%

10.04%

27.61%

50.00%

100.00%
Dec. 31, 2019

$
6,907,033

12,049

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%

$
5,973,117

8,592

235

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

The changes in the provisions for notes and accounts receivable of the Consolidated Company are as follows:

pany are as follows:
Opening balance
Corporate Mergers and Acquisitions
Recognized impairment loss
Write-off in the period
Effects of exchange rate
Closing balance
2020


$
12,049
8,592

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, 2020
Non-derivative financial liabilities:
Long-term loans (including
long-term loans due within one
year or one business cycle)
Notes payable
Accounts payable
Other payables
Lease liabilities
Dec. 31, 2019
Non-derivative financial liabilities:
Short-term loans
Notes payable
Accounts payable
Other payables
Lease liabilities
Derivative financial liabilities:
Book Value

$ 23,996
3,574
2,501,155
1,206,695
176,250
Contract
Cash flow

24,680

3,574

2,501,155

1,206,695
193,213
Within
6 months

2,303

3,574

2,501,155

1,206,695
49,038
6-12 months

3,318

-

-

-
30,274
1-2years

6,973
-
-
-
43,091
2-5years

12,086
-
-
-
70,810
More than 5
years

-
-
-
-
-

$
3,911,670

3,929,317

3,762,765

33,592

50,064

82,896
-


$ 29,980
19,000
1,885,062
964,415
155,411


30,172

19,000

1,885,062

964,415
165,242


30,172

19,000

1,885,062

964,415
54,559


-

-

-

-
46,417

-
-
-
-
41,233

-
-
-
-
23,033
-
-
-
-
-

$
3,053,868

3,063,891

2,953,208

46,417

41,233

23,033
-

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.

236

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

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
MOP
VND
Financial assets
Currency
USD
RMB
HKD
JPY
EURO
Dec. 31, 2020 Dec. 31, 2020
NTD
11,831,263
773,189
27,918
37,153
38,696
2
4,394
6,179,073
308,691
10,202
20,772
1,157

Foreign
Currency
(Note)
$ 364,728
177,119
7,601
134,465
1,105
4
3,662,009
$ 200,582
10,899
2,778
75,180
33

Rate
28.4800
4.3648
3.6730
0.2763
35.0200
0.4791
0.0012
28.4800
4.3648
3.6730
0.2763
35.0200

237

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)


Financial assets
Currency
USD
RMB
HKD
JPY
EURO
MOP
VND
Financial assets
Currency
USD
RMB
HKD
JPY
EURO
MOP
VND
Dec. 31, 2019 Dec. 31, 2019
NTD
11,624,983
744,979
27,904
23,054
80,425
2
22
6,665,126
160
7,793
6,590
1,531
3
17

Foreign
Currency
(Note)
$ 387,757
173,383
7,250
83,529
2,394
4
17,980
$ 222,319
37
2,025
23,878
46
1
14,361

Rate
29.9800
4.2975
3.8490
0.2760
33.5900
0.4791
0.0012
29.9800
4.2975
3.8490
0.2760
33.5900
3.8490
0.0012

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 $308,515,000 dollars and $58,026,000 dollars for the years ended 2020 and 2019 respectively.

(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, 2020 and 2019, 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 $49,542,000 dollars and $46,561,000 dollars respectively for 2020 and 2019. 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

238

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

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, 2020 and 2019 were $2,262,409,000 dollars and $1,882,046,000 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 $17,907,000 dollars and by $15,056,000 dollars for 2020 and 2019, respectively, with all other variables held constant.

  1. Market risk - fair value

  2. (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 Consolidated Company on the financial reporting date are as follows:

The parts measured at fair value:
Financial assets:
Financial assets measured at FVTPL - current
Financial assets measured at FVTOCI - current
Financial liabilities
Not measured at fair value:
Non-financial assets:
Investment property
Dec. 31, 2020 Dec. 31, 2020 Dec. 31, 2019
Book
Value
Fair
value
240,034 240,034
6,438
6,438
283,002 322,604
Book
Value
Fair
value
Book
Value
$ 122,960 122,960
22,136
22,136
368,019 467,325
  • (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.

239

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

(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, 2020
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, 2019
The parts measured at fair value:
Financial assets measured at FVTPL
Financial assets measured at
FVTOCI

Not measured at fair value:
Investment property
Level 1
$ 116,780
20,120
Level 2

-

-
Level 3
6,180
2,016
Total

122,960

22,136

$
136,900

-

8,196


145,096

$
-
-
467,325

467,325
$ 20,931
-

-
-

219,103
6,438


240,034

6,438
$
20,931
- 225,541 246,472

$
-
-
322,604

322,604
  • (4) Table of details of the changes in financial assets (liabilities) measured at fair value and classified into level 3

Unit: NT$ thousands

Name
Financial assets measured at FVTPL
Financial assets measured at FVTOCI
2020 Closing
balance
6,180
2,016
$ Opening
balance

-
6,438

6,438
Profit an
Recognized
in profit or
loss
6,180
-
d Losses
Recognized
in other
comprehensi
ve income

-
438
Incr ease
Transferred
to level 3
-
-
-
Decrease
Sales,
disposal or
clearing
-
(4,860)
Purchase
-
-
$ 6,180 438 -
(4,860)

8,196

240

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

Name
Financial assets measured at FVTPL
Financial assets measured at FVTOCI
2019 Closing
balance
219,103
6,438
$ Opening
balance
71,603
12,541
84,144
Profit an
Recognized in
profit or loss

(9,461)
-
d Losses
Recognized in
other
comprehensive
income

-
(16,103)
Incr ease
Transferred to
level 3

-
10,000
Decrease
Sales, disposal
or clearing
(156,961)
-
Purchase
313,922
-
$ (9,461)
(16,103)
313,922
10,000
(156,961)
225,541

The above included gains and losses are reported in "Other gains and losses", which relate to assets still held as of December 31, 2020 and 2019 as follows.

Recognized as (loss) income 2020
$
6,180
2019
411
  • (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 at December 31, 2020 and 2019, are respectively $6,180 thousand and $219,103 thousand, 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
Financial assets
measured at
FVTOCI-
investment in equity
instruments with no
active market
"
Valuation
technique
Comparable
Company
Analysis
Net asset value
method
Significant unobservable
inputs
‧The multiple of
book-to-Market ratio :
0.74~0.80 as of Dec. 31,
2019
‧Discount for lack of
marketability:
14.8%~16.8% as of Dec.
31, 2020 and Dec. 31,
2019
‧Net asset value
Relationship between
significant
unobservable inputs
and fair value
‧The higher the
multiple, the higher
the fair value
‧The higher the
discount for lack of
marketability, the
lower the fair value
‧Positive correlation
with fair value

(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

241

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

reasonable.

242

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

  • (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
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
5%
1%
-
-
-
-
171
51

(178)

(58)

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.

(27) 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.

243

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

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 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 80% and 78`% of the Consolidated Company’s revenue for 2020 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

244

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

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 $1,556,320,000 in 2020 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

245

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

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
$
221
Other
comprehens
ive income
after tax
64

Increased by 1%
Decreased by 1%
$ (221)

(1,168)

(64) (209)

(28) 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.

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:

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, 2020
$ 4,803,336
(2,949,412)
Dec. 31, 2019
3,734,967
(2,845,994)
888,973
12,545,225
6.62%

$
1,853,924

$
14,479,559

11.35%

246

Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)

(29) Investment and fund-raising activities for non-cash transactions

Please refer to Notes VI (8) and VI (14) for information on the Consolidated Company’s non-cash trading investments and fundraising activities for Right-of-use assets acquired under leases during 2020 and 2019.

The reconciliation of the Consolidated Company’s liabilities from fundraising activities for the years ended December 31, 2020 and 2019 was as follows:

Short-term loan
Long-term loans (including
long-term loans due within
one year or one business
cycle)
Lease liabilities
Total liabilities from
financing activities
Short-term loan
Lease liabilities
Total liabilities from
financing activities
Jan. 1,
2020
Cash flow
$ 29,980
(67,145)
-
(105,548)
155,411
(116,630)
Non-cash change
Other
Change in
exchange
rate
Change in
fair value
Dec. 31,
2020

36,680
485
-
-

129,544
-
-
23,996

135,013
2,456
-
176,250


$
185,391
(289,323)




301,237
2,941
-
200,246


Jan. 1,
2019
Cash flow
$ 919,643
(890,590)
241,482
(115,118)



Non-cash change
Other
Change in
exchange
rate
Change in
fair value
Dec. 31,
2020

-
927
-
29,980

35,762
(6,715)
-
155,411


$ 1,161,125
(1,005,708)




35,762
(5,788)
-
185,391



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 Key management personnel Including the directors, supervisors, managers and their families and spouses

(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). The interest expenses of $1,000 and $1,000 were recognized for the years ended December 31, 2020 and 2019, respectively, and the balance of lease liabilities was $0 and $59,000 as of December 31, 2020 and 2019, respectively.

(4) Major management personnel transaction

Related compensation includes:


2020 and 2019, respectively.
Major management personnel transaction
Related compensation includes:
Short-term employee benefits
Post-employment benefits
Share-based payment
2020
$ 60,584
1,271
-
2019

50,134

865
432
$
61,855
51,431

247

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Its Subsidiaries

VIII. Pledged assets

The carrying value of the assets pledged as collateral by the Consolidated Company was as follows:

Name of Asset
Property, plant and equipment
Dec. 31, 2020
$
66,669
Dec. 31, 2019
44,618
  • IX. Significant contingent liabilities and unrecognized contractual commitments

(1) Significant unrecognized contractual commitments:

As of December 31, 2020, the consolidated company had signed and has not paid major plant construction contracts with the value of approximately RMB 52,795,000 yuan.

The consolidated company had entered into outstanding information system related contracts as of December 31, 2020 for an amount of approximately NT$31,566,000.

  • (2) The issuance of guarantee notes for bank loans, financing lines and derivative financial commodity transactions:

Guaranteed notes

Dec. 31, 2020 Dec. 31, 2019
$ 1,570,240 2,358,960

X. Significant Disaster Loss: None.

XI. Significant post-period events: None.

XII. Others

  • (1) Employee benefits, depreciation, depletion and amortization functions are summarized below:
By function
By nature

2020

2020

2020
2019 2019 2019
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
2,431,417
293,430
2,346
-
230,010
809,329
3,390
1,131,903

93,414

11,219
5,934

113,636

375,469

23,681
3,563,320

386,844

13,565

5,934

343,646
1,184,798

27,071
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

(2) Seasonality of Operation:

The Company's operations are subject to seasonal fluctuations due to the downstream computer industry.

248

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Its Subsidiaries

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 2020:

  1. Capital Lending to Others:

Unit: NT$ thousands 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
(Note
1)



Business
Amount
Purpose f or
the lending
Allowance
for bad debt
Collateral Collateral Individual
Limit
(Note 2)
Overall
limit
(Note 2)
Name Value
0
0
The Company
Lotes
Guanghou
Co., Ltd.
Intracom
pany
transacti
on
Yes
Yes
131,496
(RMB30,000)
218,980
(RMB50,000)


-

218,240
(RMB50,000)
-


87,296
5.0%
4.5%

2

2
-

-
Working
Capital
-
-
No
"
-
-
2,699,840
2,699,840
5,399,679
5,399,679

Note 1: The lending of funds is described as follows.

  • (1) Those who have business dealings.

  • (2) Those who have the need for short-term financing.

Note 2: 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: NT$ thousands/1,000 in foreign currency



No.

Name of the
Company that
provides the
endorsement
Endorsee Endorsee
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.

Company
Name
Relatio
nship
(Note 1)
0
0
0
0
1
2
2
The
Company

"


"


"

Lotes
Guanghou
Co., Ltd.
Lintes
Technology
Co., Ltd.

"
REKA
Technology
Co., Ltd.
Lotes Suzhou
Co., Ltd.
Lotes
Guanghou Co.,
Ltd.及Lotes
Suzhou Co.,
Ltd.
Lotes
Guanghou Co.,
Ltd.
REKA
Technology
Co., Ltd.
Lintes
Technology
(Suzhou) Co.,
Ltd.
Genie
Precision
Machining Co.,
Ltd.
2
2

2

2
1
2

2
2,699,840
2,699,840
2,699,840
2,699,840
1,073,480
831,350
831,350

35,000

151,250
(USD5,000)

453,750
(USD15,000)

907,500
(USD30,000)

90,750
(USD3,000)

181,500
(USD6,000)

125,280

35,000


-


-


227,840
(USD8,000)


85,440
(USD3,000)


113,920
(USD4,000)

101,260

-
-
-


-


-


-

19,125
-
-
-
-
-
-
-
0.26%
-
%
-
%
1.69%
1.59%
6.85%
6.09%
6,749,599
6,749,599
6,749,599
6,749,599
2,683,700
1,662,701
1,662,701

Yes

"

"

"

No

"

"
No
"
"
"
"
"
"
No
Yes
"
"
No
Yes
No

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.

249

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Its Subsidiaries

(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.

  • (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: NT$ thousands

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 Highest
shareholding
status in the
period
Note
Shares Book Value Shareholding
proportion

Fair value
Jiayu
Investment
Co., Ltd.
"

"

"

"

"

"

Lintes
Technology
Co., Ltd.
Grand-Tek
Technology Co.,
Ltd.
Lian Hong Art Co.,
Ltd.
Sitronix
Technology
Corporation
OtO Photonics Inc.
Lucemitek Co., Ltd
Radinet
Communications
Inc.
AICP Technology
Corporation
Class A preferred
shares of
Chailease
Holding Co.,
Ltd.
None

"
"
"

"
"
"

"
Financial assets
measured at
FVTPL - current
"
"
"
"
"
Financial assets
measured at
FVTOCI - curren
t
Financial assets
measured at
FVTOCI –
non-current
163,980
1,017,000
170,000
1,368,800
1,169,977
600,000
400,000
202,000

5,608

83,547

27,625

-

-

-

2,016

20,120

0.67 %

2.98 %

0.14 %
4.57 %
17.33 %
26.25 %

5.33 %

0.13 %

5,608

83,547

27,625

-

-

-

2,016

20,120

0.67%

2.98%

0.14%
5.35%
17.33%
26.25%

5.33%

0.13%







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:

Unit: NT$ thousands

The company
which acquired
the property
Name of
Asset
Date of
occurrence
Amount of
Transaction
(Note 2)
Payment
condition
(Note 2)
Counterpart
y of
transaction
Relations
hip
If the counterparty is a related party, the
information of its previous transfer shall be
provided
If the counterparty is a related party, the
information of its previous transfer shall be
provided
If the counterparty is a related party, the
information of its previous transfer shall be
provided
If the counterparty is a related party, the
information of its previous transfer shall be
provided
Reference
for pricing
Purpose of
the
acquisition
and the
condition
of use


Other
agreed
matters
Owner Relationship
with the
Issuer
Date of
transfer
Amount
Lotes
Zhongshan Co.,
Ltd.
Lotes Hengnan
Co.,Ltd.
Plant (Note
1)
"

106.10 ~
109.12
108.10 ~
109.12
890,255
340,428
787,873
192,369
Chongqing
Chuangyou
Construction
Group, etc

"
None
"

-
-
-
-
-
-
-

-
Bidding

"
For the
constructio
n of a plant
"
None
"

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.

  1. Disposal of real property amounting to NT$300 million or 20% or more of paid-in capital: None.

250

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Its Subsidiaries

  1. The amount of sales to or from related parties is at least $100 million or 20% of the paid-in capital:

Unit: NT$ thousands

The company which
purchases (sells)
products
Name of
Transaction
Counterparty
Relationship Condition of Transaction Condition of Transaction Condition of Transaction Condition of Transaction Situation and reason for
the conditions of
transaction to be different
from the ordinary ones
Situation and reason for
the conditions of
transaction to be different
from the ordinary ones
Notes and accounts
receivable (payable)
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.
"
Lotes
Zhongshan
Co., Ltd.

REKA
Technology
Co., Ltd.
Lotes
Hengnan Co.,
Ltd.
Lintes
Technology
Co., Ltd.
Zongka
Technology
(Shenzhen)
Co., Ltd.
Shenzhen
Deyi
Automation
Technology
Co.,Ltd.
Subsidiary

The
surrogate
parent
company
are the
same parent
company
Subsidiary
The
surrogate
parent
company
are the
same parent
company
"

"


"

"

"

"


"

Subsidiary
The
surrogate
parent
company
are the
same parent
company
"
Net revenue
from the
goods sold

Net amount
of purchase
Net revenue
from the
goods sold

Net amount
of purchase
Net revenue
from the
goods sold
Net revenue
from the
goods sold
Net amount
of purchase
Net revenue
from the
goods sold
Net amount
of purchase
Net amount
of purchase
Net amount
of purchase
Net revenue
from the
goods sold

Net revenue
from the
goods sold
Net revenue
from the
goods sold


1,257,599

1,308,932


7,574,556

8,386,061


412,265


469,248

555,838


276,160

930,071

2,042,032

303,826


1,634,841


107,468


177,683

95.98 %

99.90 %

75.69 %

85.57 %

4.12 %

4.69 %

5.67 %

2.76 %

9.49 %

30.62 %

4.56 %

94.81 %

12.33 %

20.38 %
settled by
month at
intervals of
90 days
"
"
"
"
"
"
"
"
"
"
"
"
-

-
-
-
-
-
-
-
-
-
-
-
-
-
No significant
difference
"
"
"
"
"
"
"
"
"
"
"
"
288,985
307,166
1,728,149
1,150,187
211,505
108,222
78,557
80,149
178,176
302,436
35,480
372,386
41,634
105,954

94.04%

99.61%

55.31%

39.21%

6.77%

3.46%

2.68%

2.57%

6.07%

21.31%

2.50%

93.32%

14.54%

37.00%

251

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Its Subsidiaries

  1. Amounts due from related parties amounting to at least NT$100 million or 20% of paid-in capital:

Unit: NT$ thousands

Unit: NT$ thousands
Related party with
accounts receivable by
the Company
Name of
transaction
counterpart
y

Relationshi
p
Balance of
receivables
from the
related
party
Turnover
Ratio
Past due receivables from
the related party
Receivables
from the
related party
Amount
received after
the period
ended
Appropriat
ed
Allowance
Amount of
loss

Amount
Solution
Xincheng Development
Co., Ltd.
REKA Technology Co.,
Ltd.
"

"


"

"

Lotes Suzhou Co., Ltd.
Good Hope Investments
Limited
Lotes Guanghou Co., Ltd.
"

"
Lotes Zhongshan Co., Ltd.
Lotes Hengnan Co., Ltd.
The
Company
The
Company
Lotes
Guanghou
Co., Ltd.
Zongka
Technology
(Shenzhen)
Co., Ltd.
Lotes
Hengnan
Co., Ltd.
Lotes
Zhongshan
Co., Ltd.
Lotes
Shenzhen
Automation
Technology
Co., Ltd.
Xincheng
Developmen
t Co., Ltd.
REKA
Technology
Co., Ltd.
"

Lotes
Zhongshan
Co., Ltd.
"
REKA
Technology
Co., Ltd.
Lotes
Shenzhen
Automation
Technology
Co.,Ltd.
Subsidiary
Subsidiary
The
surrogate
parent
company are
the same
parent
company
"
"
"
"
The
surrogate
parent
company are
the same
company
Parent
company
The
surrogate
parent
company are
the same
company
"
"
"
"

288,985

1,728,149

302,436
108,222
80,149
140,452
211,505

307,166
880,631

1,150,187
13,574
339,073
178,176
105,954

5.03

4.01

5.95

2.42

3.69

-

3.06

4.82

-

6.26

3.52

-

10.44

3.15

-

-

-

-

-
-

-

-
-

-

-
-

-

-
73,102
1,728,149
298,134
74,564
-
72,684
115,422
82,137
-
1,150,187
-
-
178,072
-

-

-

-

-
-

-

-

-
-

-
-
-

-
-

252

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Its Subsidiaries

Related party with accounts receivable
by the Company

Name of
transaction
counterparty
Relationship Balance of
receivables from
the relatedparty
P
Turnover Ratio
ast due receivable s from the related party
Receivables from the
related party
Amount received after
the period ended
Appropriated
Allowance
Amount of loss
Amount Solution
Lintes Technology (Suzhou)
Co., Ltd.
Lintes
Technology
Co.,Ltd.
Subsidiary 372,386
4.88
- - -
  1. Engagement in derivative transactions: Please refer to Note VI (II) and (XXIV).

  2. Business relationships and material transactions between parent and subsidiaries:

Business relationships and significant intercompany transactions for the year ended December 31, 2019:

Unit: NT$ thousands

No. Name Transaction with Relationship Transaction in 2020 Transaction in 2020
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
1
1
1
1
1
1
1
1
1
1
1
1
The Company


"


"

"

"

"

"


"

"


"

"


"


"

"

"

"

"


"

"

"

"


"


"

"


"


"


"


"
Lotes Guanghou Co.,
Ltd.

"

"

"

"

"

"


"

"

"

"

"
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.
"
"
"
Good News Medical Co.,
Ltd.
Lotes Guanghou Co., Ltd.
"
Compertum
Microsystems Inc.
Lerain Technology Co.,
Ltd.
Mikronpoint Co., Ltd.
Lotes Suzhou Co., Ltd.
"
REKA Technology Co.,
Ltd.
"
"
"
"
"
Lotes Suzhou Co., Ltd.
"
"
"
"
Lotes Hengnan 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
3
3
3
3
3
3
3
3
3
3
3
3
Other receivables
Other income
Net revenue from the
goods sold
Net amount of
purchase
Accounts receivable
Accounts payable
Other income
Other receivables
Management fee
Other payables
Management fee
Accounts receivable
Accounts payable
Net amount of
purchase
Sales revenue
Selling expenses
Accounts receivable
Accounts payable
Net amount of
purchase
Sales revenue
Other income
Other receivables
Interest income
Other income
Other income
Other receivables
Sales revenue
Other receivables
Accounts receivable
Accounts payable
Purchase in the period
Sales revenue
Purchase of fixed
assets
Other receivables
Sales revenue
Purchase in the period
Sale of molds
Accounts receivable
Accounts payable
Accounts receivable
2,272
155
72
42,463
11
17,277
34
18
56,328
2,092
3,346
924
288,985
1,257,559
947
237
12,077
1,728,149
7,574,556
25,284
26
87,624
4,122
3
166
118
26
130
1,150,187
302,436

2,042,032
8,386,061
66,846
7,253
4,175

5,891
123
682
2,256
3,293

Same as common
transactions

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"
0.01%
-%
-%
0.25%
-%
0.09%
-%
-%
0.33%
0.01%
0.02%
-%
1.50%
7.27%
-%
-%
0.06%
8.96%
43.81%
0.15%
-%
0.45%
0.02%
-%
-%
-%
-%
-%
5.96%
1.57%
11.81%
48.50%
0.35%
1.57%
0.02%
0.03%
-%
-%
0.01%
0.02%

253

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Its Subsidiaries

No. Name Transaction with Relation
ship
Transa ction in 2020
Subject Amount Term Operating revenue
Accounting for total assets
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
2
2
2
2
2
Lotes Guanghou Co.,
Ltd.

"

"

"

"

"

"


"

"

"

"

"

"


"

"

"

"

"


"

"

"


"

"

"

"

"

"

"

"


"

"

"

"


"
Lotes Suzhou Co., Ltd.

"

"

"

"


"

"

"

"


"

"

"

"

"


"

"
Lotes Hengnan Co., Ltd.
"
"
"
"
"
Zongka Technology
(Shenzhen) Co., Ltd.
"
"
"
"
"
Lotes Shenzhen
Automation Technology
Co., Ltd.
"
"
"
"
Lintes Technology
(Suzhou) Co., Ltd.
"
"
Lotes Zhongshan Co.,
Ltd.
"
"
"
"
"
"
"
Guangzhou Leside
Technology Co., Ltd.
"
"
"
Zhongshan Dezhi Metal
Surface Treatment Co.,
Ltd.
"
Xincheng Development
Co., Ltd.
"
"
"
Zongka Technology
(Shenzhen) Co., Ltd.
"
"
"
Lintes Technology
(Suzhou) Co., Ltd.
"
"
"
"
Lotes Shenzhen
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
1
3
1
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
Accounts payable
Sale of fixed assets
Other receivables
Purchase in the period
Sales revenue
Purchase of fixed
assets
Management fee
Accounts receivable
Other payables
Purchase in the period
Sales revenue
Other income
Accounts receivable
Accounts payable
Sales revenue
Purchase in the period
Other income
Sales revenue
Accounts receivable
Purchase in the period
Other payables
Accounts receivable
Other receivables
Sales revenue
Purchase in the period
Sale of fixed assets
Purchase of fixed
assets
Accounts payable
Accounts receivable
Sales revenue
Other income
Other receivables
Purchase in the period
Accounts receivable
Sales revenue
Accounts receivable
Accounts payable
Purchase in the period
Sales revenue
Net amount of
purchase
Accounts receivable
Accounts payable
Sales revenue
Other receivables
Accounts receivable
Other income
Sale of fixed assets
Sales revenue
Accounts receivable
Purchase in the period
35,480
1,996
2,299

303,826
3,098
2,286
834
567
109

162
1,232
194
3,943
18
4,448

262
145
60,702
35,034

15
4,752
13,574
339,073
24,228

90,616
292,919
9
89,616
25
3,049
118
22

38,440
10,823
1,308,932
307,166
1,196

1,896
34,248
218
8,827
229
14,901
6,525
6,184
15,235
21,127
90,286
41,313

137

Same as common
transactions

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

'

"

"


"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"
0.18%
0.01%
0.01%
1.76%
0.02%
0.01%
-%
-%
-%
-%
-%
-%
0.02%
-%
0.03%
-%
-%
0.35%
0.18%
-%
0.02%
0.07%
1.76%
0.14%
0.52%
1.52%
-%
0.46%
-%
0.02%
-%
-%
0.22%
0.06%
7.57%
1.59%
-%
0.01%
0.20%
-%
0.05%
-%
0.09%
0.03%
0.03%
0.09%
0.11%
0.52%
0.21%
-%

254

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Its Subsidiaries

No. Name Transaction with Relation
ship
Transa ction in 2020
Subject Amount Term Operating revenue
Accounting for total assets
2
2
2
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
4
4
4
4
4
4
4
4
4
5
5
5
5
5
6
7
7
7
8
8
8
8
8
Lotes Suzhou Co., Ltd.

"

"

REKA Technology
Co., Ltd.

"

"

"

"


"


"


"


"


"

"

"

"

"


"

"


"


"

"

"
Lotes Hengnan Co.,
Ltd.

"

"


"

"


"

"


"

"
Lintes Technology
(Suzhou) Co., Ltd.

"

"

"

"
Lintes Technology Co.,
Ltd.
Zongka Technology
(Shenzhen) Co., Ltd.

"


"
Lotes Zhongshan Co.,
Ltd.

"

"


"

"
Lotes Zhongshan Co.,
Ltd.
"
"
Xincheng Development
Co., Ltd.
"
"
"
Zongka Technology
(Shenzhen) Co., Ltd.
Zongka Technology
(Shenzhen) Co., Ltd.
Good Hope Investments
Limited
Ememe Robot Co., Ltd.
Lotes Hengnan Co., Ltd.
"
"
"
"
Lotes Shenzhen
Automation Technology
Co., Ltd.
"
Zhongshan Dezhi Metal
Surface Treatment Co.,
Ltd.
Lotes Zhongshan Co.,
Ltd.
"
"
"
Lotes Shenzhen
Automation Technology
Co., Ltd.
"
Zongka Technology
(Shenzhen) Co., Ltd.
"
Lotes Suzhou Co., Ltd.
"
Lotes Zhongshan Co.,
Ltd.
"
"
Lintes Technology Co.,
Ltd.
"
"
"
"

Genie Precision
Machining Co., Ltd.
Lotes Shenzhen
Automation Technology
Co., Ltd.
Lotes Zhongshan Co.,
Ltd.
"
Guangzhou Leside
Technology Co., Ltd.
"
Lotes Shenzhen
Automation Technology
Co., Ltd.
"
Zhongshan Dezhi Metal
Surface Treatment 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
Accounts payable
Sales revenue
Accounts receivable
Sales revenue
Purchase in the period
Accounts receivable
Accounts payable
Sales revenue
Accounts receivable
Accounts payable
Accounts receivable
Sales revenue
Accounts receivable
Purchase in the period
Accounts payable
Sale of fixed assets
Sales revenue
Accounts receivable
Accounts receivable
Sales revenue
Purchase in the period
Accounts receivable
Accounts payable
Sales revenue
Accounts receivable
Sales revenue
Accounts receivable
Sales revenue
Accounts receivable
Sales revenue
Accounts receivable
Sale of fixed assets
Sales revenue
Net amount of
purchase
Accounts payable
Accounts receivable
Other receivables
Management fee
Sales revenue
Purchase in the period
Accounts payable
Sales revenue
Accounts receivable
Sales revenue
Accounts receivable
Accounts payable
24
406
467
300

49,485
290
17,424
469,248
108,222
880,631
7,800
276,160
80,149

555,838
78,557
512
412,265
211,505
2,526
1,834

930,071
140,452
178,176
177,683
105,954
107,468
41,634
4,543
2,032
16,264
5,073
14
1,634,841
36,915
6,500
372,386
831
184
18

28
32
23,545
27,112
209
207
2,808

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"
-%
-%
-%
-%
0.29%
-%
0.09%
2.71%
0.56%
4.57%
0.04%
1.60%
0.42%
3.21%
0.41%
-%
2.38%
1.10%
0.01%
0.01%
5.38%
0.73%
0.92%
1.03%
0.55%
0.62%
0.22%
0.03%
0.01%
0.09%
0.03%
-%
9.45%
0.21%
0.03%
1.93%
-%
-%
-%
-%
-%
0.14%
0.14%
-%
-%
0.01%

255

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Its Subsidiaries

No. Name Transaction with Relation
ship
Transa ction in 2020
Subject Amount Term Operating revenue
Accounting for total assets
8
8
8
Lotes Zhongshan Co.,
Ltd.




"



"
Zhongshan Dezhi Metal
Surface Treatment Co.,
Ltd.
Lintes Technology
(Suzhou) Co., Ltd.
"
3
3
3
Purchase
Sales revenue
Accounts receivable
7,159
21

24
Same as ordinary
transactions
"
0.04%
-%
-%

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:

  3. Parent company to subsidiaries

  4. Subsidiaries to parent company

  5. Subsidiaries to subsidiaries

(2) Information on Reinvestment Business:

Information on the Company's investees in 2019 was as follows (excluding investees in China):

Unit: NT$ thousands

Name of the
company
investing
Name of investee
company
Location Main business Initial investme
nt amount (Note
1)
Shares held at the e nd of the fisca l period Highest
Shareholding
Status in the period

Gain/loss of
investee
company in the
fiscalperiod
Gain/loss in the
investment
recognized in the
fiscalperiod
Remark
End of this
period
End of the
previous year
Shares Percentage Book Value
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.
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
Lerain Technology Co.,
Ltd.
Mikronpoint Co., Ltd.

Loteson International
Investments Limited
Xincheng Development
Co., Ltd.
REKA Technology Co.,
Ltd.
Jae You Co., Ltd.
Wangden Investments
Limited

Ememe Robot Co., Ltd.
Compertum
Microsystems Inc.
Good News Medical
Co., Ltd.
Lintes Technology Co.,
Ltd.
Chia-Chun Investment
Co., Ltd.
Samoa
"
"
Anguilla
Taiwan
USA
Germany
Taiwan
"
Hong Kong
Samoa
Hong Kong
"
"
Taiwan
"
"
"
"
Holding and
investment
businesses
"
"
"
General investment
Market
development
Market
development
Design, testing and
sale of chips
Manufacturing and
trading of
mechanical
equipment,
electronic parts and
components
Holding and
investment
businesses
Telecommunication
services and sales
of connectors for
consumer
electronics industry
Telecommunication
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
Manufacturing and
trading of
mechanical
equipment,
electronic parts and
components, optical
instruments
Electronic Parts,
Components,
Electrical
Machinery,
Supplies
Manufacturing
General investment
741,904
11,428
570,068
14,240
690,000
71,200
3,502
9,385
5,000
741,904

2,848

2,884
570,077
14,240
69,600

26,328

250
486,926

15,000

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

-
26,050,000
401,281
20,016,426
500,000
69,000,000
2,500,000
100,000
938,525
500,000
26,050,000
100,000
101,281
20,016,756
500,000
6,960,000
2,632,800
25,000
29,712,788
1,500,000
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
33.92%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
94.37%
35.34%
5.00%
52.13%
100.00%
5,201,46
1,531,99
2,239,44
121,20
1,044,19
75,81
4,05
2,68
4,93
5,367,41
1,61
649,72
2,259,20
121,20
(7,776
31,15
191
866,72
15,00
8
100.00%
9
100.00%
2
100.00%
9
100.00%
5
100.00%
6
100.00%
9
100.00%
7
33.92%
6
100.00%
6
100.00%
9
100.00%
5
100.00%
8
100.00%
9
100.00%
)
94.37%
2
35.34%

5.00%
8
52.13%
1
100.00%

753,814

73,651

303,052

7,595

164,471

30,917

183

(6,698)

(64)

753,814

(32)

73,682

303,052

7,595

89

(29,260)

(1,179)

271,870

1

724,108

73,651

299,979

7,595

164,372

30,917

183

(6,698)

(64)

753,814

(32)

73,682

303,052

7,595

(2,691)

(11,434)

(59)

138,170

1
Note 2

Note 2















註2

256

Lintes
Technology
Co., Ltd.
"
"
Jilong Co.,
Ltd.
Genie Precision
Machining Co., Ltd.
Compertum
Microsystems Inc.
Jilong Co., Ltd.
Rihui Co., Ltd.
Taiwan
"
Samoa
"
Manufacturing
and trading of
optical molds
Electronic Parts
and Components
Manufacturing
Holding and
investment
businesses
Holding and
investment
businesses
164,833

14,620
140,976
140,976

-

-

148,401

148,401
14,671,000
877,200

4,950,000

4,950,000
60.00%
11.77%
100.00%
100.00%
193,404
10,379
260,223
260,223

63.93%

11.77%

100.00%

100.00%

31,205

(29,260)

64,085

64,085

13,121

(1,394)

84,902

84,902


註2
註2

Note 1: The original investment amount was converted into New Taiwan dollars using the exchange rate at the balance sheet date.

Note 2: Investment income recognized in the current period includes adjustments for unrealized gains or losses on intercompany transactions.

  • (3) Investment in Chinese Company:

  • Names of investee companies in Mainland China, major business activities, and other related information:

Unit: NT$ thousands

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
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


Name of
investee
company in
Mainland
China
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
760,416
569,293
14,240
517,229
140,976
109,120
1,440,384
130,944
100,390
3,055
4,365

(2)

(2)

(2)

(3)

(2)

(3)

(3)

(3)

(3)

(3)

(3)
726,240
569,293
14,240
-
140,976
-
-
-
-
-
-

-

-

-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
726,240
569,293
14,240
-
140,976
-
-
-
-
-
-

753,814

303,052

7,595
113,681

75,095
32,670
72,157
(15,116)
(88)
(1,255)
(1,484)

100.00%

100.00%

100.00%

100.00%

52.13%

100.00%

100.00%

100.00%

100.00%

100.00%

51.00%
100.00%
100.00%
100.00%
100.00%
52.13%
100.00%
100.00%
100.00%
100.00%
100.00%
51.00%
724,083
299,978
7,595
99,195
49,997
32,670
72,157
(15,116)
(1,137)
(1,255)
(757)

5,201,424

2,239,989

121,209

752,131

165,997

111,062

1,489,027

115,540

99,227

80

916

-

-

-

-

-

-

-

-

-

-

-

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

257

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.

2. Investment ceiling in Mainland China :

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. 1,309,773,000 1,453,750,000 8,099,519 ,000
Lintes
Technology
Co.,Ltd.
140,976,000 140,976,000 997,621 ,000

Note 1: The conversions to NTD were made at the exchange rates prevailing on the balance sheet date.

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 2020.

(4) Major Shareholders:

directly, in 2020.
r Shareholders:
Share
**Name of Major Shareholder **
Number of
Shares Held
Shareholding
Ratio
Chin-Ling Investment Co., Ltd. 10,956,237
10.58%
Chia-Ming Investment Co., Ltd. 9,797,037
9.46%
  • Note: (1) The information on major shareholders in this table is based on the last business day of each quarter, and is calculated based on the total number of common shares and preferred shares held by shareholders who have completed the delivery of unregistered shares (including treasury shares) of the Company of at least 5%. The number of shares recorded in the Company's financial statements and the actual number of shares delivered without physical registration may differ depending on the basis of computation.

  • (2) The above information is revealed by the trustee's opening of a trust account with individual subaccounts of the principal if the shareholder has delivered his or her shares to the trust. As for the shareholder's shareholding of more than 10% of the shares held by the Company in accordance with the Securities and Exchange Act, the shareholding of the shareholder includes the shareholding of the shareholder plus the shareholding of the shareholder who delivered the shares to the trust and has the right to decide the use of the trust property.

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

258

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

assets and segment liabilities are consistent with the financial statements.
Product and Labor Provision Information
assets and segment liabilities are consistent with the financial statements.
Product and Labor Provision Information
assets and segment liabilities are consistent with the financial statements.
Product and Labor Provision Information
The Consolidated company’s revenue information from external customers is as follows:
Product and Labor Provision
2020
2019
DT
4,740,378
4,472,439
Server
4,371,102
3,646,810
NB
2,779,981
2,147,446
LINTES (High Speed Cable)
2,131,004
2,219,041
Automotive
119,130
131,205
Other
3,149,737
2,471,931
Total
17,291,332
15,088,872
DT
Server
NB
LINTES (High Speed Cable)
Automotive
Other
Total

17,291,332

15,088,872

(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
External client revenue:
Taiwan
Mainland China
Other countries
Total
Non-current assets:
Taiwan
Mainland China
Other countries
Total
2020
1,155,725
13,867,897
2,267,710
2019
717,066
11,784,445
2,586,761

17,291,332

15,088,272

776,383
5,258,620
46,069

438,067
4,181,610
49,955

6,081,072

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.

259

260

VII. Review Analysis of Financial Position and Operating Performance and Risk Issues

1. Financial position

Unit: NT$ thousand

Year
Item

2019
2020 Difference Difference







Amount %
Current assets 11,400,712
13,054,559

1,653,847

14.51%
Property, plant and equipment 3,514,714
4,495,974

981,260

27.92%
Intangible assets 99,789
155,510

55,721

55.84%
Other assets 388,701
661,820

273,119

70.26%
Total assets 16,280,192
19,282,895

3,002,703

18.44%
Current liabilities 3,630,746
4,580,880

950,134

26.17%
Non-current liabilities 104,221
222,456

118,235

113.45%
Total liabilities 3,734,967
4,803,336

1,068,369

28.60%
Share capital 1,034,779
1,034,779

0

0.00%
Capital reserves 3,959,650
3,958,247

(1,403)
-0.04%
Retained earnings 7,471,519
9,101,114

1,629,595

21.81%
Other equity (650,532) (594,972) 55,560
8.54%
Equityto theparent company 11,815,326
13,499,198

1,683,872

14.25%
Non-control equity 729,899
980,361

250,462

34.31%
Total of equity 12,545,225
14,479,559

1,934,334

15.42%
Main causes and effects of changes of more than 20% and amounting to NT$10 million:
1. Property, plant and equipment: The property, plant and equipment was added mainly for
the expansion of the scale of operations.
2. Intangible assets: The increase in intangible assets was mainly due to SAP ERP import
coaching fees.
3. Other assets: The increase in other assets was mainly due to the increase in prepayments
for equipment due to the expansion of operations of our mainland subsidiary.
4. Current liabilities: The increase in current liabilities is mainly due to the continuous
growth of operation scale, increase in labor cost and the increase in demand of customers
for spare parts before the Chinese New Year, resulting in the increase in accounts payable
and other payables.
5. Non-current liabilities: This is due to the provision of lease liabilities in accordance with
the IFRS 16 designation.
6. Retained earnings: The increase in net income was mainly due to the growth in
profitability.
7. Non-controlling interest: The increase in non-controlling interest was mainly due to the
increase in profit and asset size of the investee company.

261

2. Operating performance

  • (1) Comparative analysis table of operating performance

Unit: NT$ thousand

Unit: NT$ thousand Unit: NT$ thousand
Year Difference
2019 2020
Item Amount %
Net operatingrevenue 15,088,872
17,921,332

2,832,460

18.77%
Operatingcost 9,620,962
10,361,137

740,175

7.69%
Grossprofit 5,467,910
6,930,195

1,462,285

26.74%
Operatingexpense 2,717,286
3,222,543

505,257

18.59%
Operating profit 2,750,624
3,707,652

957,028

34.79%
Non-operating
income/expenses
81,137
37,650

-43,487

-53.60%
Net income before tax for
continuingoperations
2,831,763
3,670,002

838,239

29.60%
Income tax (expense)
benefit
(687,293)
(834,413)

-147,120

21.41%
Netprofit for theperiod 2,144,468
2,835,589

691,121

32.23%
Other comprehensive
income
(337,918)
42,903

380,821

-112.70%
Total comprehensive
income
1,806,550
2,878,502

1,071,952

59.34%
Net income attributed to
owners of the parent 2,076,043
2,732,361

656,318

31.61%
company
Net income attributed to
non-controllinginterest
68,425
103,228

34,803

50.86%
EPS 20.11
26.41

6.30

31.33%

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 2020.

  2. Operating profit: The increase in operating profit was mainly due to the increase in the scale of operations in 2020, 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$3.08 billion in 2020 (exchange gain of approximately NT$58,000 thousand in 2019), 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 2020, 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 2020, which resulted in a significant increase in profitability and a relative increase in the provision for income tax.

262

  1. Net profit for the period: This was mainly due to the increase in the scale of operations in 2020, which resulted in a significant increase in net profit for the period.

  2. 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.

  3. 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 2020.

  4. 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 2020 and the significant increase in profitability.

  5. Net income attributed to non-controlling interest: The Company's equity-method investee, Lintes Technology Co., Ltd. for 2019, has just made up for its loss and is not yet subject to income tax. However, while pretax earnings in 2020 were comparable to 2019, the decline in earnings after tax resulted in a decrease in earnings from non-controlling interests in minority interests.

  6. EPS: The increase in EPS was mainly due to the increase in the scale of operations in 2020 and the significant increase in profitability.

3. Cash flow

  • (1) Analysis of changes in cash flows for the most recent years
Year Increas (decrease)
2019 2020
Item
proportion %
Cash flow ratio
92.53
75.72

-18.17%
Cash flow adequacy
ratio
-8.42%
104.28
95.50
Cash flow reinvestment
ratio
-12.27%
16.14
14.16
  • 1) Cash flow ratio (%): The increase in cash flow ratio was mainly due to a significant increase in cash inflows from operating activities in 2020.

  • 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 2020, 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 2020 compared to 2019.

(2) Liquidity improvement plan:

263

The Company's cash from operating activities for 2020 was a net inflow and significantly higher than for 2019, 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 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.
  • The impact of major capital expenditures in the most recent year on financial operations: None.

  • 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

Name of Investing
Company
Investing amount
as of 2020/12/31
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 741,904 Investment
Co.
724,108 Reinvestment
companies are steadily
growing their clients
and expanding their
markets
- -
Good Hope
Investments Ltd.
11,428 Investment
Co.
73,651 Reinvestment
companies are steadily
growing their clients
and expanding their
markets
- -
Guan Si Development
Co, Ltd.
570,068 Investment
Co.
299,979 Reinvestment
companies are steadily
growing their clients
and expanding their
markets
- -
Zha Xi Investment
Ltd.
14,240 Investment
Co.
7,595 Reinvestment
companies are steadily
growing their clients
and expanding their
markets
- -
Jiayou Investment Ltd. 690,000 Investment
Co.
164,372 Reinvestment
companies are steadily
growing their clients
and expanding their
markets
- -

264

==> picture [502 x 271] intentionally omitted <==

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

Business
maintenance Support in maintaining
LOTES USA ,Inc 71,200 30,917 customer relationships - -
and
development
Business
maintenance Support in maintaining
LOTES EU Gmbh 3,502 183 customer relationships
and
development
The company is still in
Chip design, its early stage of
Lerain Technology establishment and the
9,385 testing and (6,698) operational benefits
Co., Ltd.
sales have not yet been
realized
Manufacture
The company is still in
and sale of its early stage of
establishment and the
Micropoint Co., Ltd. 5,000 machinery and (64) operational benefits
electronic have not yet been
realized
components
----- 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
Item 2019 2020
Amount % Amount %
Operating
revenue
15,088,672 100.00%
17,291,332

100.00%
Operating profit 2,750,624
18.23%

3,707,652

21.44%
Interest 10,109
0.07%

10,180

0.06%

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

265

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 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

266

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 2021, the Group's R&D expenses are expected to be approximately NT$1,500,000 thousand, which is expected to account for 7.80% 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:

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

267

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.

268

VIII. Special Notes

1. Related information of affiliates

  • (1) Affiliates' organizational chart

==> picture [753 x 424] intentionally omitted <==

269

(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
741,904 Engaged in holding and
reinvestment activities
Good Hope
Investments
Limited
2003/3/21 Offshore Chambers, P.O. Box217,
Apia, Samoa
11,428 Engaged in holding and
reinvestment activities
Guan Si
Development
Co,Ltd.
2003/11/18 Offshore Chambers, P.O. Box217,
Apia, Samoa
570,068 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
14,240 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
71,200 Market development
LOTES
EU,GmbH
2018/2/27 Hessenring 119-121, 61348 Bad
Homburg
3,502 Market development
Loteson
International
Investments
Limited
2007/10/15 Unit 1405-1406, Dominion
Centre, 43-59 Queen's Road East,
Wanchai, H.K
741,904 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
760,416 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
517,229 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
109,120 Production of industrial
robots, automation
equipment and their
components.
Lotes
Zhongshan Co.,
Ltd
2016/05/12 No.12, Jinhui Road, Triangle
Town, Zhongshan City
1,440,384 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, 3,959 Sellingof connectors for

270

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
2,884 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
570,077 Engaged in holding and
reinvestment activities
Lotes Suzhou
Co., Ltd
2003/7/10 No.26, Caohu Avenue,
Xiangcheng Economic
Development Zone, Suzhou,
Jiangsu Province
569,293 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
14,240 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
14,240 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
570,000 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
140,976 Engaged in holding and
reinvestment activities
Sunmax
Technology Co.,
Ltd.
2011/11/8 Offshore Chambers,P.O.Box
217 ,Apia ,Samoa
140,976 Engaged in holding and
reinvestment activities
Lintes
Technology
(Suzhou) Co.,
Ltd.
2012/3/14 No.26, Caohu Avenue,
Xiangcheng Economic
Development Zone, Suzhou
140,976 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
3,055 Research and experimental
development
Chongqing
Fuxinrui
Techmology
Co., Ltd.
2018/12/27 No. 6, Yingchun Road, Nanan
District, Chongqing City
4,365
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
100,390 Property development,
home rental, landscaping
and interior decoration

271

Co.,Ltd.
Laida
Technology Co.,
Ltd.
2019/11/5 13F.-1, No. 716, Zhongzheng Rd.,
Zhonghe Dist., New Taipei City
74,500 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
130,944 Surface treatment for all
kinds of hardware and
plastic products
Lerain
Technology Co.,
Ltd.
2020/1/2 13F-1, No.716, Zhongzheng Rd.,
Zhonghe Dist., New Taipei City
27,668 Chip design, testing and
sales
Karlum
Investment Ltd.
2020/2/3 2F-1, No.268, Liencheng Rd.,
Zhonghe Dist., New Taipei City
15,000 General Investment
Genie Precision
Machining Co.,
Ltd.
1986/10/3 No.4 Alley 704, Heping Rd., Bade
Dist., Taoyuan City, Taiwan
R.O.C.
244,500 Engagement in optical
mold manufacturing and
trading
Good News
Medical Co.,
Ltd.
2020/4/22 4F No.15 Wuhsun St., Anle Dist.,
Keelung City
5,000 Manufacture and sale of
machinery and equipment,
electronic parts and
components, and optical
instruments
Micropoint Co.,
Ltd.
2020/12/21 9F No. 87-5, Kuangming 6thRd.,
Zhubei City, Hsinchu County
5,000 Manufacture and sale of
machinery and equipment,
electronic parts and
components, and optical
instruments
  • (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

Nature Name of Company Title Name or representative Shareholding Shareholding
Shares Shareholding %
Controlling Lotes Co., Ltd. Chairperson Jiaming Investment Co., Ltd. Legal
Representative: Chu,Te-Hsiang
9,797,037
9.47%
Director Jiaming Investment Co., Ltd. Legal
Representative: Ho,Te-Yu
10,040,037
9.47%
Director Tsai,Ming-Jui 5,954 0.01%
Director Hsieh,Chia-Ying 0 -
Director Hu, Jui-Ching 0 -

272

Director Jin, Cjang-Ming 0 -
Supervisor Cheng, Ming-Sung 0 -
Supervisor Yang,Wen-Ming 0 -
Supervisor Jinling Investment Co., Ltd.
Representative: Chang, Kun-Yao
10,956,237
10.59%
President Ho, Te-Yu 442,555 0.43
Subsidiary 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.
Legal Representative: Ho,Te-Yu
69,000,000 100
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 Guan Si Development Co, Ltd. Legal
Representative: Bao, Yu-Yi
Ho,Jian-Sheng
101,281 100
Jae You Co., Ltd. Director Jae You 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
Lotes Hengnan Co., Ltd. Director Lotes Guanghou Co., Ltd.
Legal Representative: Ho, Te-Yu,
Chen,Zhi-Yu,Lin,Ko-Lun
118,500,000 100
Lotes Hengnan Co., Ltd. Supervisor Lotes Guanghou Co., Ltd.
Legal Representative: Lu, Chih-Cheng
118,500,000 100
Shenzhen Deyi
Automation Technology
Co.,Ltd.
Director Lotes Guanghou Co., Ltd.
Legal Representative: Wang,
Ying-Ping
25,000,000 100

273

Shenzhen Deyi
Automation Technology
Co.,Ltd.
Supervisor Jiayu Investment Co., Ltd. Legal
Representative:
Chu,Te-Hsiang
25,000,000 100
Ememe Robot Co., Ltd. Chairperson Jiayu Investment Co., Ltd. Legal
Representative:
Tsai,Hui-Wen
6,960,000 94.37
Director Jiayu Investment Co., Ltd. Legal
Representative: Liu, Xing-Hsia
6,960,000 94.37
Director Hsu, Feng-Yu 6,960,000 94.37
Supervisor Jiayu Investment Co., Ltd. Legal
Representative: Chu, Te-Hsiang
0 -
Lintes Technology Co.,
Ltd.
Chairperson Jiayu Investment Co., Ltd. Legal
Representative: Ho, Te-Yu
29,712,788 52.13
Director Jiayu Investment Co., Ltd. Legal
Representative: Lo, Wei-Ren
29,712,788 52.13
Director Lai, Wei-Ru 29,712,788 52.13
Director Ye, Jing-Zhong 0 -
Director Ling, Ge 0 -
Director Yang, Zhi-Qing 0 -
LOTES USA, INC Director Lotes Co., Ltd. Legal Representative:
Wang, Ying-Lin
2,500,000 100
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 Chairperson Lotes Co., Ltd. Legal Representative:
Chu, Te-Hsiang
100,000 100
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 Jilong Co., Ltd.Legal Representative:
Chen, Ya-Yuan
4,950,000 100
Sunmax Technology Co.,
Ltd.
Director Sunmax Technology 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
(Vice
Chairperson)
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 Lotes Guanghou Co., Ltd. Legal
Representative: Bao, Yu-Yi
4,950,000 100
Subsidiary 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
330,000,000 100
Director Lotes Guanghou Co., Ltd. Legal
Representative: Ho, Hung-YU
330,000,000 100
Supervisor Lotes Guanghou Co., Ltd. Legal
Representative: Lin, Ya-Chi
330,000,000 100
Guangzhou Leside
Technology Co., Ltd.
Chairperson Lotes Guanghou Co., Ltd. Legal
Representative: Wang, Ying-Ju
700,000 100
Supervisor Guangzhou Leside Technology Co.,
Ltd.Legal Representative: Deng,
Li-Ming
700,000 100

274

Chongqing Fuxinrui
Techmology Co., Ltd.
Chairperson Guangzhou Leside Technology Co.,
Ltd.Legal Representative: He,
Yong-Hong
600,000 51
Director Guangzhou Leside Technology Co.,
Ltd.Legal Representative: Deng,
Li-Ming
600,000 51
Supervisor Lotes Guanghou Co., Ltd. Legal
Representative: Wang, Xue-Liang
600,000 51
Hengnan Deyi Property
Development Co., Ltd.
Chairperson Lotes Guanghou Co., Ltd. Legal
Representative: Ho, Te-Yu
118,500,000 100
Supervisor Lotes Guanghou Co., Ltd. Legal
Representative: Lu, Chih-Cheng
118,500,000 100
Compertum Microsystems
Inc.
Chairperson Lotes Guanghou Co., Ltd. Legal
Representative: Chu,Te-Hsiang
1,316,400 31.38
Director Ho,Te-Yu 600,000 14.30
Director Luo,Wei-Ren 300,000 7.15
Director Chen,Ya-Yuan 0 -
Director Man Francis Piu 235,000 5.60
Supervisor Hsu,Feng-Yu 0 -
Subsidiary Zhongshan Dezhi
Artificial Co., Ltd.
Director Lotes Guanghou Co., Ltd. Legal
Representative: Wang, Ying-Ping
3,000,000 100
Lerain Technology Co.,
Ltd.
Director Lotes Co., Ltd. Legal Representative:
Chu,Te-Hsiang
938,525 33.92%
Director Kao,Miao-Bin 124,775
4.51%
Director Hsu,Feng-Yu 0 -
Supervisor Chen,Ya-Yuan 0 -
Karlum Investment Co.,
Ltd.
Director Lintes Technology Legal
Representative: Chu, Te-Hsiang
1,500,000 100
Director Lintes Technology Legal
Representative: Luo, Wei-Ren
1,500,000 100
Genie
Precision
Machining Co., Ltd.
Chairperson Lintes Technology Legal
Representative: Chu, Te-Hsiang
14,671,000 60
Director
(Vice
Chairperson)
Lintes Technology Legal
Representative: Chu, Te-Hsiang
14,671,000 60
Director Lintes Technology Legal
Representative: Wang, Tzu-Wei
14,671,000 60
Supervisor Chu, Tzu-Chi 201,571 0.82
Good News Medical Co.,
Ltd.
Chairperson Chu, Te-Hsiang 0 -
Supervisor Ho, Te-Yu 0 -
Micropoint Co., Ltd. Chairperson Lotes Co., Ltd Legal Representative:
Chu, Te-Hsiang
500,000 100
Director Lotes Co., Ltd Legal Representative:
Ho, Te-Yu
500,000 100
Director Lotes Co., Ltd Legal Representative:
Chen, Ya-Yuan
500,000 100
Supervisor Lotes Co., Ltd Legal Representative:
Hsu-Feng-Yu
500,000 100

(5) Operating overview of affiliates

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.
741,904
5,201,468

0
5,201,468
0
0

741,904
5,201,468
2 Good Hope
Investments
Limited
11,428
1,531,999

0
1,531,999
0
0

11,428
1,531,999

275

3 Guan Si
Development Co,
Ltd.
Zha Xi Investments
Ltd.
570,068
2,239,442

0
2,239,442
0

0

570,068
2,239,442
4 14,240
121,209

0

121,209

0

0

14,240

121,209
5 Jiayu Investment
Co.,Ltd.
690,000
1,046,512

2,824
1,043,688
164,390

164,234

690,000
1,046,512
6 LOTES USA Inc. 71,200
78,281

2,465

75,816

0

(26,698)
71,200
78,281
7 LOTES EU Gmbh 3,502
5,184

1,125

4,059

0

(4,316)
3,502
5,184
8 Lerain Technology
Co.,Ltd.
27,668
10,990

3,067

7,923

0

(19,549)
27,668
10,990
9 Micropoint Co.,
Ltd.
5,000
5,071

135

4,936

0

(64)
5,000
5,071
10 LOTES
INVESTMENT
Ltd.
741,904
5,367,416

0
5,367,416
0

0

741,904
5,367,416
11 Xin ChengLtd. 2,848
309,999

308,380

1,619
1,310,201
(53)
2,848
309,999
12 Rui Jia TradingCo. 2,884
3,624,560
2,974,835
649,725
10,007,917
12,307

2,884
3,624,560
13 Jae You Co.,Ltd. 570,077
2,259,208

0
2,259,208
0

0

570,077
2,259,208
14 Wangden
Investments Co.,
Ltd.
14,240
121,209

0

121,209

0

0

14,240

121,209
15 Ememe Robot Co.,
Ltd
73,750
2,581

10,821

(8,240)
92
(76)
73,750
2,581
16 Laida Technology
Co.,Ltd.
74,500
91,700

3,549

88,151

0

(29,265)
74,500
91,700
17 Good News
Medical Co.,Ltd.
5,000
3,987

166

3,821

0

(1,184)
5,000
3,987
18 Lintes Co.,Ltd. 570,000
2,217,017

554,316
1,662,701 2,100,878
261,703

570,000
2,217,017
19 Karlum Investment
Ltd.
15,000
15,001

0

15,001

0

0

15,000

15,001
20 Genie Precision
Machining Co.,
Ltd.
244,500
549,484

234,197

315,287

319,649
59,527
244,500

549,484
21 JilongCo.,Ltd. 140,976
260,223

0

260,223

0

0

140,976

260,223
22 Sunmax
Technology Co.,
Ltd.
140,976
296,153

35,930

260,223

0

(11,010)
140,976
296,153
23 Lotes Guanghou
Co.,Ltd
760,416
7,359,616
2,158,192 5,201,424 9,400,989 858,219 760,416 7,359,616
24 Lotes Suzhou Co.,
Ltd
569,293
2,439,635

199,646
2,239,989 1,540,367
309,626

569,293
2,439,635
25 Tsongkha
Technology (Shen
Zhen)Co.,Ltd.
14,240
286,008

164,799

121,209

658,673

11,441

14,240

286,008
26 Lotes Hengnan Co.,
Ltd.

517,229

969,123

216,992

752,131
1,195,090
146,083

517,229

969,123
27 Lintes Technology
(Suzhou)Co.,Ltd.
140,976
881,559

585,405

296,154
1,725,397
98,353

140,976

881,559
28 Shenzhen Deyi
Automation
Technology Co.,
Ltd.
109,120
483,941

372,879

111,062

685,225

33,317

109,120

483,941
29 Lotes Zhongshan
Co.,Ltd
1,440,384
2,308,379

819,352
1,489,027 1,045,037
111,032

1,440,384
2,308,379

276

30 Zhongshan Dezhi
Metal Surface
Treatment Co.,Ltd.
130,944
130,575

15,034

115,540

45,669

(14,904)
130,944
130,575
31 Hengnan Deyi
Property
Development Co.,
Ltd.
100,390
99,229

2

99,227

0

(101)
100,390
99,229
32 Guangzhou Leside
Technology Co.,
Ltd.
3,055
27,884

27,804

80

28,107

(510)
3,055
27,884
33 Chongqing
Fuxinrui
Techmology Co.,
Ltd.
4,365
1,812

16

1,796

0

(1,487)
4,365
1,812

(6) Consolidated financial statements of affiliates:

Declaration

277

For the fiscal year 2020 (January 1, 2020 through December 31, 2020), 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.

4. Other necessary additions: None.

  1. 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

278

Lotes Co., Ltd.

Chairperson: Chu, Te-Hsiang

President: Ho, Te-Yu

279