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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
- 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] |
- 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 |
-
The name, address, website, and telephone number of the agency handling shares transfer
-
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
- 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
-
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
-
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 |
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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
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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
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II. Company Profile
-
Date of incorporation: August 23, 1986
-
Company history
-
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.
-
1989 Being aware of the electronics industry’s future, the Company began to manufacture/design electronic connectors and other related electronic products.
-
1992 Moved to Dawulun Industrial Park, Keelung city.
-
1997 ISO 9002 certified; Certified and taken effect of UL certification in the same year.
-
1998 Capital increased by cash, total capital was twenty-five million New Taiwan Dollars (NTD25, 000,000).
-
2002 ISO 9001:2000 certified.
-
2003 Invested factory in Guanghou-Lotes Guanghou Co., Ltd
。 -
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.
-
。 -
Invested factory in Suzhou-Lotes Suzhou Co., Ltd
-
Suzhou factory-Lotes Suzhou Co., Ltd was certified and taken effect of ISO 9000.
-
The Company increased capital by cash, increasing total capital to four hundred ninety-five million New Taiwan Dollars (NTD 495, 000,000).
-
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
。 -
twenty-three million and two hundred thousand New Taiwan Dollars (NTD 523, 200,000)
-
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).
-
Approved by Securities and Futures Bureau, Financial Supervision Commission of the Executive Yuan to pass public offering.
-
Approved by Taipei Exchange to register as emerging stock.
-
2007 The Company converted capital reserves and surplus into capital, increasing total capital to six hundred thirty-eight million and two hundred thousand New Taiwan Dollars (NTD 638,200,000).
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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
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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.
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III. Corporate Governance Report
- Organization:
(1) Organizational chart
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----- 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. |
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| 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. |
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| 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. |
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- 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 |
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| 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 |
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| 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 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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| 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 |
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| 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 |
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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 |
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| 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.
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(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-Yu 、Tsai, 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.
-
Corporate governance operations
-
(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 (%) ( B/A)(註) |
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? (3)Does 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 ongreenhouse 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 年 |
376,978 | 60,526,496 | 50,926 | 8,263 | ||||||
2020 年 |
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:
-
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.
-
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.
-
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.
-
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.
-
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
-
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.
-
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
- 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
-
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.
-
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) |
-
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.
-
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.
-
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.
-
(2) Information on replacement of CPA:
-
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 |
- 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 |
-
Letter of reply from the former accountants: N/A.
-
(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.
-
Transfer or pledge of shares by the company's directors, supervisors, managers and stockholders with more than 10% of the company's shares:
-
(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
- 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
- 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
-
Issuance of preferred shares: None
-
Issuance of global depository receipts: None
-
Eemployee subscription warrants:
-
(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 | -- |
-- | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- |
-
Restriction on issuning of new employee option
-
Share issuance of merger company
-
Implementation of the capital utilization plan: N/A.
73
V. Overview of Business Operations
A.Description of the business
(1). Scope of business
-
Main business operation and sales ratio
-
(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.
-
-
(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.
- 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 ColdCommercial) |
.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.
-
Positive and negative factors for future development
-
(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.
- Manufacturing process
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==> 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 -----
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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.
- 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
- 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.
-
Employee welfare measures
-
(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
- 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
- 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 (%) ( 註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
-
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
-
-
Profitability
-
(1) Return on assets = (net income + interest expense x (1– tax rate)) / average total assets
-
(2) Return on equity = net income after tax/ average total equity
-
(3) Net profit ratio = net income / net sales
-
(4) Earnings (loss) per share = (income or loss attributable to owners of parent company – dividends on Preferred shares) / weighted average number of issued shares (Note 4)
-
-
Cash flow
-
(1) Cash flow ratio = net operating cash flow / current liabilities
-
(2) Net cash flow adequacy ratio = net operating cash flow in last 5 years / (capital expenditures + Inventory increase + cash dividend) in last 5 years
-
(3) Cash reinvestment ratio = (Net operating cash flow – cash dividend) / (gross property, plant and equipment + long-term investment + other non-current assets + working capital) (Note 5)
-
-
Leverage
- (1) Operating leverage = (Net operating revenue - variable operating change cost and expense) / Operating income (Note 6)
-
(2) Financial leverage = Operating income / (operating income - interest expenses)
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:
-
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.
-
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.
-
Evaluating the adequacy of the accounting policies used by the management level and the rationality of the accounting evaluation and relevant disclosure concluded.
-
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.
-
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.
-
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 receivable -related parties (Note 6 (3), (21) and Note 7)1200 Other accounts receivable (Note 6 (3) and (21)) 1210 Other accounts receivable -related 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:
-
Those expected to be paid off during the normal operating period of the Company.
-
Those held mainly for the purpose of transaction.
-
Those expected to be paid off within 12 months after the balance sheet.
-
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:
-
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.
-
Those generated due to investment subsidiary company and joint equities and likely to not to be returned in the foreseeable future.
-
Original recognition of business reputation
-
Deferred income tax assets are recognized for unused tax losses and unused income
-
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:
-
Having the legal execution right to make the current income tax assets and the current tax liabilities offset with each other: and
-
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
-
(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".
- 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
-
The Company is exposed to the following risks from the engagement of financial instruments:
-
(1) Credit risk
-
(2) Liquidity risk
-
(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.
-
Remuneration for directors and supervisors is paid in accordance with the Company's remuneration policy for directors and supervisors.
-
The bonuses and dividends for managers and employees are based on the Company's operating conditions, personal duties and performance.
-
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.
- 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.
- 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.
-
Disposal of real property amounting to NT$300 million or 20% or more of paid-in capital: None.
-
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.
- 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 - - |
- - - - - - - - - - - - - - - |
- 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:
-
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.
-
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.
-
Evaluating the adequacy of the accounting policies used by the management level and the rationality of the accounting evaluation and relevant disclosure concluded.
180
-
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.
-
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.
-
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% |
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| 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.
- Subsidiary not listed in the Consolidated Financial Statement: none.
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(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
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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:
-
Those that are expected to be realized during the normal operating period of the Consolidated Company or intended to be sold or consumed.
-
Those held mainly for the purpose of transaction.
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Those expected to be realized within 12 months after the balance sheet.
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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:
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Those expected to be paid off during the normal operating period of the Company.
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Those held mainly for the purpose of transaction.
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Those expected to be paid off within 12 months after the balance sheet.
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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
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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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Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)
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
205
Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)
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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Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)
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:
-
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.
-
Those generated due to investment subsidiary company and joint equities and likely to not to be returned in the foreseeable future.
-
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:
-
Having the legal execution right to make the current income tax assets and the current tax liabilities offset with each other: and
-
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
-
(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.
207
Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)
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.
208
Lotes Co., Ltd. and Its Subsidiaries Notes to the Consolidated Financial Statements (Continued)
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
-
Please refer to Note XIV (III) and (IV) for the disclosure of disaggregation of revenue for the major products and major regional markets.
-
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,
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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 |
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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.
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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.
-
Market risk - fair value
-
(1) Fair value and carrying amount
The management of the Consolidated Company believes that non-derivative short-term financial instruments should be estimated at their fair value based on their book value on the balance sheet, and that their book value should be a reasonable basis for the estimated fair value because of the near maturity of such commodities. This method is applied to cash and equivalent cash, notes receivable and payable, accounts receivable and payable, other receivables and payables, deposit margin and short-term borrowings.
In addition to the above financial instruments, the fair value and book value information of the remaining financial instruments and investment real estate of the 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 及 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:
- 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.
- 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% |
註 註 註 |
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.
- 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
- 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
- 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 |
- | - | - |
-
Engagement in derivative transactions: Please refer to Note VI (II) and (XXIV).
-
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:
-
0 refer to parent company.
-
Subsidiaries are numbered by company, starting with the Arabic numeral 1. Note 2: The type of relationship with the counterparty is indicated below:
-
Parent company to subsidiaries
-
Subsidiaries to parent company
-
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 |
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| 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:
-
Gross profit: The increase in gross profit was mainly due to the increase in operating scale and improvement in manufacturing process in 2020.
-
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.
-
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.
-
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.
-
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
-
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.
-
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.
-
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.
-
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.
-
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.
-
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 -----
-
Analyze and assess the following risks for the most recent year and up to the date of publication of the annual report:
-
(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.
- 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.
-
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.
-
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.
- 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
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Lotes Co., Ltd.
Chairperson: Chu, Te-Hsiang
President: Ho, Te-Yu
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