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MACHVISION Annual Report 2020

Jul 23, 2021

52345_rns_2021-07-23_541fdb44-b45e-457a-9da3-3fa85de34b5e.pdf

Annual Report

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Stock Code: 3563

==> picture [196 x 69] intentionally omitted <==

MACHVISION Inc. Co., LTD

2020 Annual Report

Notice to readers

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

Taiwan Stock Exchange Market Observation Post System: http://mops.twse.com.tw/ Company Website : http://www.machvision.com.tw Printed on May 4, 2021

Spokesperson

Name: CHEN FU-SHENG Title: General Manager Tel: 886-3-5638599 E-mail: [email protected]

Headquarters, Branches and Plant

Address: No. 2~3, Industrial East 2nd Road, Hsinchu Science Park Tel: 886-3-5638599

Deputy Spokesperson

Name: TSAI ZHENG-YU Title: Director of Public Relations Office Tel: 886-3-5638599 E-mail: [email protected]

Stock Transfer Agent

Transfer Agency Department of Chinatrust Commercial Bank Address: 5th Floor, No. 83, Section 1, Chongching South Road, Zhongzheng District, Taipei City Tel: 886-2-66365566 Website: http://ecorp.ctbcbank.com/cts/index.jsp

Auditors

KPMG Taiwan Auditors: Po-Shu Huang , Chung Shun Wu Address: 68th Floor, No. 7, Section 5, Xinyi Road, Taipei City Tel.: 886-2-81016666 Website: http://www.kpmg.com.tw

Overseas Securities Exchange

Not applicable.

Corporate Website

http://www.machvision.com.tw

Contents

I. Letter to Shareholders ............................................................................................ 3 II. Company Profile 2.1 Date of Incorporation.............................................................................................. 6 2.2 Company History ……… ...................................................................................... 6 III. Corporate Governance Report 3.1 Organization............................................................................................................ 9 3.2 Directors, Supervisors and Management Team…………………………………13 3.3 Implementation of Corporate Governance ........................................................... 29 3.4 Information Regarding the Company’s Audit Fee and Independence.................. 70 3.5 Changes in Shareholding of Directors, Supervisors, Managers and Major Shareholders……………………………………………………………………..73 3.6 Relationship among the Top Ten Shareholders………..……....………...………74 IV. Capital Overview 4.1 Capital and Shares………………………………………………………….……76 4.2 Bonds…………….………………………………………………………….……81 4.3 Global Depository Receipts ….…………………………………………….……81 4.4 Employee Stock Options…………………………………………………………81 4.5 Status of New Shares Issuance in Connection with Mergers and Acquisitions….81 4.6 Financing Plans and Implementation……………………………………...……..81 V. Operational Highlights 5.1 Business Activities……………………………………………………………….82 5.2 Market and Sales Overview…………………………………….………..……105 5.3 Human Resources……….………………………………………………………116 5.4 Environmental Protection Expenditure………….……………………………117 5.5 Labor Relations………………………………………………………………117 5.6 Important Contracts……………………………………………………………121 VI. Financial Information 6.1 Five-Year Financial Summary………………………………………….……….122 6.2 Five-Year Financial Analysis…………………………………………….……126 6.3 Audit Committee’s Report in the Most Recent Year…………………..………128 6.4 Financial Statements for the Years Ended December 31, 2020 and 2019, and Independent Auditors’ Report………………………………..…………………128 6.5 Consolidated Financial Statements for the Years Ended December 31, 2020 and 2019, and Independent Auditors’ Report………………………………….…….128

1

VII. Review of Financial Conditions, Operating Results, and Risk Management 7.1 Analysis of Financial Status…………………………………………………….129 7.2 Analysis of Operation Results……………………………………………..……130 7.3 Analysis of Cash Flow………………………………………..………………131 7.4 Major Capital Expenditure Items……………………………………………132 7.5 Investment Policy in Last Year, Main Causes for Profits or Losses, Improvement Plans and the Investment Plans for the Coming Year……….……………….…132 7.6 Analysis of Risk Management…………………………………………….…….134 VIII. Special Disclosure 8.1 Summary of Affiliated Companies……………………………………..….…138 8.2 Private Placement Securities in the Most Recent Years………………………138 8.3 The Shares in the Company Held or Disposed of by Subsidiaries in the Most Recent Years…………………………………...…………….………………….138

2

I. Letter to Shareholders

2020 Business Report

Thank you for visiting shareholders' meeting in 2021. Over the past year, the Group's revenue in 2020 was NT$ 2.398 billion, decline of 5.72%. The net profit after tax in 2020 was NT$654,515 thousand, decline of 24.50%. The operating net profit margin was 36.24%, the net profit after tax was 27.30%, the return on assets was 19.45%, and the return on equity was 28.15%

1. Business Performance in 2020

(1) Business Performance

Unit: NTD thousands Unit: NTD thousands Unit: NTD thousands Unit: NTD thousands
2020 2019 Increase(decrease)
Amount Amount Amount
Operatingrevenues 2,397,855 100.00 2,543,441 100.00 (145,586) (5.72)
Grossprofit 1,519,665 63.38 1,638,922 64.44 (119,257) (7.28)
Operatingincome 869,096 36.24 1,070,497 42.09 (201,401) (18.81)
Net income before
income tax
804,407 33.55 1,052,613 41.39 (248,206) (23.58)
Net income after
income tax
654,515 27.30 866,869 34.08 (212,354) (24.50)
Earnings per share
(NT$)
15.02 20.01 (4.99)

(2) Budget execution

The company did not disclose financial forecasts in 2020.

(3) Financial income and expenditure and profitability analysis

項目 2020 2019 2018
Profitability Return on assets (%) 19.45 26.66 48.50
Return on equity (%) 28.15 40.19 71.42
Rate to paid-up
capital (%)
Operating
income
194 251 372
Pre-tax
netprofit
180 247 381
Netprofit ratio(%) 27.30 34.08 42.02
Earningsper share(NT$) 15.02 20.01 30.43

3

  • (4) Research and development status

The main research and development of the company in 2020 were as follows:

  1. The circuit inspector keeps developing to higher HDI and FPC products.

  2. Mini LED PCB, inspection and 2 in 1 measurement system.

  3. Flip Chip market develop AVI, Bump and Tray In (Out) measurement equipment.

  4. Summary of the business plan for the year of 2020

Important production and sales policy and company development strategies

The global economy declined sharply during H1 of 2020 due to the impact of the COVID-19 pandemic, which resulted in deferred capital expenditure demands of related industries. Despite such harsh condition, MACHVISION still managed to dispatch its R&D, customer service, and marketing teams under the leadership of the Chairman and General Manager to mainland China during the outbreak of COVID-19 for business promotion and equipment installation, which allowed our customers to know that we are standing with them and successfully maintain the business performance.

In H2 of 2020, MACHVISION continued to plan its layout of new businesses and new products. The expansion of Smart Camera also allowed granted momentum for the development of AUTOVISION TECH CO., LTD., a subsidiary of the Bethel Unicorn Startups Incubation Center. In addition, we are also significantly contributing to the demands for Mini LED PCB measurement, comprehensive appearance inspection equipment, and substrates for 5G application.

In FY2021, recognizing Taiwan’s advantages in semiconductors, many customers have greatly expanded their IC substrate and FPC business in Taiwan. MACHVISION has not been absent and continued to cooperate in development to improve equipment testing efficiency and capabilities to make customers more competitive. For example, the high-resolution online circuit inspector for semi-substrate and HDI products allows our clients to reach a production speed as high as 6 times that of their competitors and also saves labor, costs, as well as management and operating expenses. In addition, the market share of products continued to grow in FY2020. Smart Camera, Mini LED PCB, and 5G-related application products are current development trends of the market. MACHVISION also introduced the high-end rotary 4-line tester in Q4 of 2020, which was a result of the cooperation among us, YTEC, Usun, and FOR WIN TECH. Such equipment is mainly developed for HDI, 5G, Mini LED, and high-end circuits for automobile PCB, which form a part of MACHVISION’s blue ocean strategies of circuit testing that offer another new stream of revenue for the Company.

4

MACHVISION is the world’s only one-stop supplier of optical inspection equipment. With more than two decades of professional operation, 90% of the world’s top 100 PCB manufacturers are currently the loyal customers of MACHVISION. The strong R&D capabilities have always been one of our core competitiveness. The Company will continue to dedicate to developing three core technologies of automatic optical inspection, which would respectively be 2D/3D measurement, circuit inspection, and appearance defect inspection. In 2020, the Smart Image R&D Center was established to invest more R&D resources to develop new products, create a larger market, and improve business performance and profits.

Finally, I would like to thank all the shareholders for your support and kindness. The company’s colleagues will continue to work hard to create greater value for all shareholders. We would hope that all Shareholders continuously to give MACHVISION support and encouragement just like the past.

Chairman: Wang, Guang-Shiah General Manager: Chen, Fu-Sheng Accounting Supervisor: Wen, Pei-Chun

5

II. Company Profile

2.1 Date of Incorporation : June 9[th] , 1998.

2.2 Company History

Year Milestones













Established the research and development center of Machvision
Technology Co., Ltd., with a paid-up capital of NTD$39,900
Jun. 1998
thousands. Started development of general-purpose 2.5D measuring
machine
Mar. 1999 Started to developlinear scanningtechnology.
Started development of ultra-high-speed hole position measuring
Sep. 1999
machine.
Dec. 1999 Approved to enter Science Park.
Started research and development of micro blind hole measuring
Jan. 2000
machines.
Started development of BGA testing machines and related testing
Mar. 2000
technologies.
Started research and development of thin and wide lines width
Mar. 2001
measuringmachines.
May. 2001 The business department was established.
Started research and development of gold finger detectors and related
May. 2002
technologies.
Aug. 2002 Promote Alpha2000 and Hole-AOI to overseas markets
May. 2003 Invested in the development of circuit AOI.
Capital increase by retain earnings of NTD$17,800 thousands, and
Jun. 2003 the amount of paid-up capital after capital increase was NTD$57,700
thousands.
Mar. 2004 Established a manufacturingcenter in R&D 2nd Road.
Capital increase by retained earnings of NTD$13,300 thousands, and
May. 2004 the amount of paid-up capital after capital increase was NTD$71,000
thousands.
Dec. 2004 Established Samoa MACHVISION INC.
Established Machvision (Dongguan) Testing Equipment Co., Ltd.
Jun. 2005 The high-speed scanning 3D main body technology was successfully
developed.
Jun. 2005 Capital increase of NTD$29,000 thousands, and the amount of

6

Year Milestones
paid-upcapital after capital increase was NTD$100,000 thousands.
Established the Kaohsiung office and is committed to software
Jan. 2006
development.
Jun. 2006 Expand the operations center.
Capital increase by retained earnings of NTD$40,000 thousands, and
Jun. 2006 the amount of paid-up capital after capital increase was
NTD$140,000 thousands.
Feb. 2007 The manufacturingcenter is expandingand moved.
Capital increase for NTD$21,000 thousands, and the paid-up capital
Feb. 2007
after the capital increase was NTD$161,000 thousands.
May. 2007 Handle stockpublic offerings.
Jun. 2007 Company's stock is registered in the tradingmarket.
Capital increase by retained earnings of NTD$33,919 thousands, and
Aug. 2007 the amount of paid-up capital after capital increase was
NTD$194,919 thousands.
Capital increase for NTD$30,578 thousands, and the paid-up capital
Sep. 2008
after the capital increase was NTD$225,496 thousands.
Dec. 2008 Launched a 3D stereo measuringmachine.
Launched CSP Bump detector and next-generation circuit AOI
Feb. 2009
inspection machine.
Invested in the development of ultra-high-speed inner inspection
Mar. 2009
machine and 3D AOIprintingcircuit stereo inspection machine.
Launched the second generation AFI automatic appearance final
May. 2009
inspection machine.
Aug. 2009 Introduced ultra-high speed inner inspection machine.
Nov. 2009 Launched 3D AOIprinted circuit stereo inspection machine.
Invested in the development of LED Lead Frame inspection
Dec. 2009
machine.
Sep. 2010 Launched LED Lead Frame highprecision measuringmachines.
Capital increase for NTD$30,070 thousands, and the paid-up capital
Jan. 2011
after the capital increase was NTD$255,566 thousands.
Jan. 2011 Companystock IPO.
Mar. 2011 Launched FGF flexible PCBgold finger inspection machines.
Aug. 2011 Launched a roll-to-roll AOI inspection machine.
Capital increase for NTD$51,113 thousands, and the paid-up capital
Aug. 2011
after the capital increase was NTD$306,679 thousands.
Dec. 2011 Launched FVRS Gold Finger re-inspection machines.

7

Year Milestones
Capital increase by retained earnings for NTD$30,668 thousands,
Aug. 2012 and the paid-up capital after the capital increase was NTD$337,347
thousands.
Sep. 2012 Launched FCCSP appearance inspection machine(elastic type).
Oct. 2012 Launched large countertopappearance inspection machine
Dec. 2012 Launched flexible appearance inspection machine.
Capital increase by retained earnings of NTD$33,735 thousands, and
Jul. 2013 the amount of paid-up capital after capital increase was
NTD$371,082 thousands.
Introduced new automatic appearance inspection machine AFI2
Aug. 2013
3000x400.
Capital increase for NTD$55,000 thousands, and the paid-up capital
Oct. 2013
after the capital increase was NTD$426,735 thousands.
Moved to newly acquired building, No. 2~3, Industrial East 2nd
Jan. 2014
Road, Hsinchu Science Park.
Mar. 2015 Launched PCB appearance inspection machine AOFI.
May. 2016 Introduced wafer appearance inspection machine Wafer AVI.
Apr. 2017 Introduced smart AOI 4.0.
Dec. 2017 Launched flexible PCB continuous circuit inspection machine
Launched thin film flip chip package appearance inspection machine
Aug. 2018
and thin film flipchip packagingcircuit inspection machine.
Sep. 2018 AI R&D Center established.
Mar. 2019 Established the Bethel Unicorn Incubation Center
Apr. 2019 Got listed on the Taiwan Stock Exchange Corporation(TSEC)
Oct. 2019 Introduced Color CSP AFI
Capital increase for NTD$21,200 thousands, and the paid-up capital
May 2020
after the capital increase was NTD$447,282 thousands.
Introduced Tray In(Out) inspection equipment, including of AVI ,
Oct. 2020
bump, and board warpage.

8

III. Corporate Governance Report

3.1 Organization

3.1.1 Organizational Chart

==> picture [594 x 386] intentionally omitted <==

9

3.1.2 Major Corporate Functions

Department Tasks and responsibility
Audit Department 1. Check whether company's internal control system continues
to operate effectively, whether operational activities are carried
out according to established plan, whether laws and
regulations are actually followed and propose improvements.
2. Coordinate and promote self-inspection operations of
relevant
internal
control
implementations
of
various
departments.
Business Department 1. Responsible for sales, promotion and execution of various
products.
2.
Responsible
for
business
gathering
and
market
development, analysis and forecasting.
Product Promotion Department: Market/product marketing
planning activities are promoted.
Customer Service
Department
1. Installation, testing, upgrade, customer education training
and question and answer after sales of domestic and foreign
machines.
2. Various engineering support work within the company.
Information Security
Management
Department
1. Responsible for the planning, promotion and management of
company information operations.
2. Information computerization promotion center.
3. Various computerized information collection, provision and
control.
4. Various software and hardware equipment planning and
control.
5. Various computer knowledge education and training
implementationpromotion center.
System Integration
Application
Department
1. Integrate system resources of various departments.
2. Process improvement works in various departments.

10

Department Tasks and responsibility
Production
Department
1. Responsible for the assembly of all project machines.
2.Support all projects to carry out a large number of on-site
upgrades and installations.
3. Technical data management.
4. Responsible for the installation and testing of all project
machines.
5. Responsible for all project machines to be handed over to
thequalityassurance inspection assembly.
Material Control
Center
1. Production scheduling.
2. Production/logistics/warehousing management.
Procurement Center 1. Plan various direct/indirect material procurement strategies
and formulate procurement performance targets.
2. Collect market information on supply and demand and
prices of materials in the industry, and maintain good
relations with various manufacturers.
3. Integrate production schedule and material balance, and is
responsible for production and sales coordination.
4. Inventorymanagement.
Smart Optical Image
R&D Center
Pre-development testing center:
1. Core algorithm development.
2. New technology integration design.
3. Feasibility assessment of new product development.
Artificial Intelligence R&D Center:
1. Develop and improve AI technologies.
2. AI technologies import to AOI and AVI products
R&D Department Product research and development:
1. Develop and develop new products.
2. Control and conduct development projects.
3. Support the core technologies required for each project
development.
4. Collection/induction ofproject documentations.
Opto-Electronics R & D Department:
1. Support the core technologies required for each project
development.
2. Optical machine designs and optical machine experiments.
3. Project image data maintenance.
4. Collection and summary of project documents.
5. R&D to production data and technology transfer.
6. Engineering change data transfer (drawing, material list,
checklist).
Product Integration Application Department
1.Product review in the initial R&D process and the
improvement process.
2. Assembling and installing of all R&D machines. To improve
and manage the technical and testingdocuments.

11

Department Tasks and responsibility
3. Support R&D Demo and PK.
Administration center Administrative Personnel Center:
1. Coordinating administrative, general affairs, and human
resources matters.
2. Planning, coordination and promotion of project plans.
3. Company image and marketing affairs planning and
execution.
Information Management Center:
1. Responsible for the management of the issuance, recycling,
destruction and archiving of related documents.
2. Production, modification, filing and storage of technical
documents.
3. Technical drawings, engineering specifications, BOM
changes/releases/management.
Labor Safety Center:
1. Responsible for work environment safety measures.
2. Emergency response plan.
3. Health implementation of labor safetyoperations.
Public Relations and
human resources
Relations Department
1. Human resources.
2. Responsible for shaping of the corporate image and
developing PR strategies and campaigns.
3.Responsible for managing communication between a
company's corporate management and its investors.
Financial Department 1. Responsible for accounting operations, business analysis
and tax planning.
2. Responsible for financing planning, fund management and
scheduling, and customer credit management.
3. Long-term and short-term investment evaluation and
management.

12

3.2 Directors and Management Team

3.2.1 Directors

3.2 Directors and Management Team
3.2.1 Directors
3.2 Directors and Management Team
3.2.1 Directors
3.2 Directors and Management Team
3.2.1 Directors
3.2 Directors and Management Team
3.2.1 Directors
3.2 Directors and Management Team
3.2.1 Directors
3.2 Directors and Management Team
3.2.1 Directors
3.2 Directors and Management Team
3.2.1 Directors
MARCH 30, 2021
Title Nationality/
Place of
Incorporation
Name Gender Date
Elected
Term
(Years)
Date First
Elected

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
Remark(s)
(Note)
Shares Shares Shares Shares Title Name Relation
Chairm
an
R.O.C.
WANG/
GUANG-SHIAH

Male
12/14/18 3 06/10/13 1,366,353 3.21% 1,426,740 3.19% 72,426 0.16% - -








Ph.D., Institute of
Industrial Engineering,
Pennsylvania State
University
Professor, Department
of Industrial
Engineering
Management, Chung
Hua University













Company's chief
technical officer
Director of Machvision
(Dongguan) Inc..
Chairman of Autovision
Technology Inc. Ltd.
(legal representative)
Chairman of Sigold
Optics Inc. (legal
representative)
Chairman of SISSCA
Co.,Ltd. (legal
representative)
- - -
Director
R.O.C.
CHUANG/
YUNG-SHUN
Male 12/14/18 3 05/29/19 401,721 0.94% 417,711 0.93% - - - -














Master of International
Business Studies,
National Taiwan
University
Master of Business
Administration,
Tulane University,
USA
Bachelor of Electronic
Engineering, National
Taiwan University of
Science and
Technology
Chairman of AAEON
TechnologyCo.,Ltd.














Chairman of AAEON
Technology Co., Ltd.
(legal representative)
Chairman of Yenyu
Investment Co., Ltd.
(legal representative)
Chairman of Medical
Yang Technology Co.,
Ltd. (legal
representative)
Chairman of AAEON
Technology (Suzhou)
Co., Ltd. (legal
representative)
- - -




Please see
note 1 for
other
concurrent
positions.

13

Title Nationality/
Place of
Incorporation
Name Gender Date
Elected
Term
(Years)
Date First
Elected

Shareholding when
Elected

Shareholding when
Elected
Current
Shareholding
Current
Shareholding
Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding by
Nominee
Arrangement
Shareholding by
Nominee
Arrangement
Experience
(Education)
Other Position Executives, Directors or
Supervisors Who are
Spouses or within Two
Degrees of Kinship
Executives, Directors or
Supervisors Who are
Spouses or within Two
Degrees of Kinship
Executives, Directors or
Supervisors Who are
Spouses or within Two
Degrees of Kinship
Remark(s)
(Note)
Shares Shares Shares Shares Title Name Relation
Director
R.O.C.
YU/
MING-CHANG
Male 12/14/18 3 05/27/16 1,032,829 2.42% 1,073,940 2.40% 16,636 0.04%





Master of Electrical
Engineering, Tsinghua
University
Deputy General
Manager of Stark
Technology Co., Ltd.














Director of Stark
Technology Inc.
Director of Aspeed
Technology Co., Ltd.
(legal representative)
Director of Atech OEM
Technology Inc.
Director of Autovision
Technology Co., Ltd.
(legal representative)
Director of board of
ChipAI Co., LTD.(legal
representative)
Independent director of
CipherLab Co.,Ltd.
Director
R.O.C.
CHANG/
YUNG-YANG
Male 12/14/18 3 05/26/17 1,282,842 3.01% 1,333,904 2.98%













Doctor of Science and
Technology, Institute
of Science and
Technology
Management, Chung
Hua University
Associate Professor,
Kainan University
Vice-principal of
Taoyuan community
college
Consultant of
Changqiao Accounting
firm






Chairman of Changhong
Enterprise Management
Consulting Co., Ltd.
Director of Jiuwei
International company
Supervisor of Avountes
Co., Ltd.

14

Title Nationality/
Place of
Incorporation
Name Gender Date
Elected
Term
(Years)
Date First
Elected

Shareholding when
Elected

Shareholding when
Elected
Current
Shareholding
Current
Shareholding
Spouse & Minor
Shareholding
Spouse & Minor
Shareholding

Shareholding by
Nominee
Arrangement

Shareholding by
Nominee
Arrangement
Experience
(Education)
Other Position Executives, Directors or
Supervisors Who are
Spouses or within Two
Degrees of Kinship
Executives, Directors or
Supervisors Who are
Spouses or within Two
Degrees of Kinship
Executives, Directors or
Supervisors Who are
Spouses or within Two
Degrees of Kinship
Remark(s)
(Note)
Shares Shares Shares Shares Title Name Relation
Director
R.O.C.
YAN/
WEI-CHYUN
Male 12/14/18 3 12/14/18 265,433 0.62% 275,998 0.62% Master of Business
Administration, City
University of New
York, USA
Chairman and General
Manager of Atech
OEM Co., Ltd.
Chairman and General
Manager of Atech OEM
Co., Ltd.
Director of CipherLab
Co., Ltd.
Director of AAEON
Technology (Suzhou)
Co., Ltd. (legal
representative)
Please note
2 for other
concurrent
positions
Director
R.O.C.
CHEN/
FU-SHEN
Male 12/14/18 3 06/10/13 26,000 0.06% 27,034 0.06% Master of Industrial
Engineering, Tsinghua
University
Wafer works Group
Chairman
Special Assistance and
Deputy General
Manager of Subsidiary
Operations


Company’s general
manager
Chairman of Avountes
Co., Ltd.(legal
representative)
Chairman of ChipAI
Co., LTD.(legal
representative)
Director of board of
SISSCA Co.,Ltd.(legal
representative)
Director
R.O.C.
LEE/
TSU-DER
Male 05/29/19 3 05/29/19 Bachelor of Dental
Medicine, Taipei
Medical University
Chairman of Taipei
Medical University
Director of Taipei
Medical University
Please see
note 3 for
other
concurrent
positions
Director
R.O.C.
YEN/
TZONG-MING
Male 12/14/18 3 05/27/16 Master of Economics,
Soochow University
Director of Science
and Technology Parks
Professor, Department
of Business
Administration, Hsuan
ChuangUniversity

Supervisor of Alberex
Electronic Co., Ltd.
Director of Private
Hsinchu Guangfu Senior
High School
Senior Consultant of
Wholetech System
Hitech Limited

15

Title Nationality/
Place of
Incorporation
Name Gender Date
Elected
Term
(Years)
Date First
Elected

Shareholding when
Elected

Shareholding when
Elected
Current
Shareholding
Current
Shareholding
Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding by
Nominee
Arrangement
Shareholding by
Nominee
Arrangement
Experience
(Education)
Other Position Executives, Directors or
Supervisors Who are
Spouses or within Two
Degrees of Kinship
Executives, Directors or
Supervisors Who are
Spouses or within Two
Degrees of Kinship
Executives, Directors or
Supervisors Who are
Spouses or within Two
Degrees of Kinship
Remark(s)
(Note)
Shares Shares Shares Shares Title Name Relation
Director
R.O.C.
DU/
MING-HAN
Male 12/14/18 3 05/26/17







Master of
Management Science,
Tamkang University
Senior Deputy General
Manager of Taiwan
Microsoft Corporation
President of Taiwan
World Vision


International World
Vision Asia Convener

16

Note 1: Director of AAEON electronics Inc., director of AAEON TECHNOLOGY (Europe) BV, director of AAEON TECHNOLOGY GMBH, director of AAEON TECHNOLOGY SINGAPORE PTE. LTD., director of Mcfees Group Inc. director of sunengine corporation LTD (legal representative), director of Lihong Biochemical Technology Co., Ltd. ,director of board of Tongheng Technology Ltd. Co. (legal representative), director of Atech OEM Co., Ltd. (legal representative), director of Danyang Qiye Technology Co.,Ltd, director of Outstanding Electronics (dongguan) manufacturer Co., Ltd., director of CHC Healthcare Group (legal representative), director of Machvision (Dongguan) Co., Ltd. (legal representative), chairman of Yanxin Investment Co., Ltd., director of Top union Electronics (Suzhou) Co., Ltd. (legal representative), Independent director of Top union Electronics Co., Ltd., director of board of Allied Oriental International Ltd. (legal representative), , chairman of Fu Li Investment Co., Ltd. director of Litemax Electronics Inc., director of king core electronic Inc., chairman of EVERFOCUS ELECTRONICS CORP, chairman of Onyx Healthcare (Shanghai)Inc.(legal representative), Chairman of changyang technology Inc.(legal representative),director of ONYX Healthcare Europe B.V., director of ONYX Healthcare USA, INC., director of yibao-jhihren Inc.(legal representative), director of Winmate Inc.(legal representative), director of IBASE TECHNOLOGY INC.(legal representative), director of Taiwan university of science and technology innovation Inc., director of Fengxin venture capital Inc. (legal representative), chairman of the AAEON Culture and Education Foundation.

Note 2: Director of board of AAEON TECHNOLOGY (Europe) BV, Director of board of AAEON Technology Inc.(legal representative), Chairman of Danyang Qiye Technology Co.,Ltd. (legal representative), Chairman of Outstanding Electronics (dongguan) manufacturer Co., Ltd. (legal representative), , Independent Director of Mudong Optoelectronics Co., Ltd., Chairman of Yayuan (Yichang) Electronics Co., Ltd. (legal representative), director of ATECH Technology (SAMOA) Ltd. (legal representative) ), director of Growth Profits Group Limited (legal representative), director of Outstanding Electronics Manufacturer Group Co., Ltd. (legal representative), Supervisor of Autovision Technology Inc., independent director of Yinghua Precision Technology Co., Ltd., director of Sigold Optics Co., Ltd. (legal representative) , director of Avountes co., Ltd. (legal representative), director of QQE TECHNOLOGY CO., LTD. (legal representative).

Note 3:Director of handing Ltd.(legal representative), Chairman of handing biotechnology management consultant Ltd.(legal representative), Independent director of China general plastics corporation, director of Diamond capital management Ltd. (legal representative), director of Diamond biotechnology investment Ltd. (legal representative), directo of Xinyao biotechnology investment Ltd.(legal representative), director of Onyx Healthcare Ltd., Director of board of Dermei Int. Co., Ltd, director of yibao-jhihren Inc., Advisory Committee Member of NHRI.

Note4: Where the Chairman of the Board of Directors and the President or person of an equivalent post (the highest level manager) of a company are the same person, spouses, or relatives within the first degree of kinship, the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto (such as increasing the number of independent director seats, and more than half of all directors must not concurrently serve as employees or managers) must be disclosed.

17

Major shareholders of the institutional shareholders : None.

Major shareholders of the Company’s major institutional shareholders : None.

Professional qualifications and independence analysis of directors and supervisors

MM DD, 2020

Criteria
Name
Meet One of the Following Professional Qualification Requirements, Together with at Least
Five Years Work Experience
Meet One of the Following Professional Qualification Requirements, Together with at Least
Five Years Work Experience
Meet One of the Following Professional Qualification Requirements, Together with at Least
Five Years Work Experience
Independence Criteria (Note) Independence Criteria (Note) Independence Criteria (Note) Independence Criteria (Note) Independence Criteria (Note) Independence Criteria (Note) Independence Criteria (Note) Independence Criteria (Note) Independence Criteria (Note) Independence Criteria (Note) Independence Criteria (Note) Independence Criteria (Note) Number of
Other Public
Companies in
Which the
Individual is
Concurrently
Serving as an
Independent
Director
An Instructor or Higher
Position in a Department of
Commerce, Law, Finance,
Accounting, or Other
Academic Department Related
to the Business Needs of the
Company in a Public or Private
Junior College, College or
University
A Judge, Public Prosecutor,
Attorney, Certified Public
Accountant, or Other
Professional or Technical
Specialist Who has Passed a
National Examination and been
Awarded a Certificate in a
Profession Necessary for the
Business of the Company

Have Work Experience in the
Areas of Commerce, Law,
Finance, or Accounting, or
Otherwise Necessary for the
Business of the Company
1 2 3 4 5 6 7 8 9 10 11 12
WANG/
GUANG-SHIA
H
0
YU/
MING-CHAN
G
1
CHANG/
YONGSHUN
0
CHUANG/
YONGZHEN
1
YAN/
WEI-CHYUN
2
CHEN/
FU-SHEN
0

18

LEE/
TSU-DER
1
YEN/
TZONG-MING

0
DU/
MING-HAN
0
  • Note: Please tick the corresponding boxes that apply to the directors or supervisors during the two years prior to being elected or during the term of office.

  • Not an employee of the company or any of its affiliates.

  • Not a director or supervisor of the company or any of its affiliates. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

  • Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate of one percent or more of the total number of issued shares of the company or ranking in the top 10 in holdings.

  • Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer under subparagraph 1 or any of the persons in the preceding two subparagraphs.

  • Not a director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

  • If a majority of the company's director seats or voting shares and those of any other company are controlled by the same person: not a director, supervisor, or employee of that other company. Not apply to independent directors appointed in accordance with the Act or the

19

laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

  1. If the chairperson, general manager, or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses: not a director (or governor), supervisor, or employee of that other company or institution. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

  2. Not a director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the company. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent, if the specified company or institution holds 20 percent or more and no more than 50 percent of the total number of issued shares of the public company.

  3. Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations.

  4. Not having a marital relationship, or a relative within the second degree of kinship to any other director of the Company.

  5. Not been a person of any conditions defined in Article 30 of the Company Law.

  6. Not a governmental, juridical person or its representative as defined in Article 27 of the Company Law.

20

3.2.2 Management Team

Title Nationality
Name
Gender Date
Effective
Shareholding Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding

Shareholding
by Nominee
Arrangement

Shareholding
by Nominee
Arrangement


Experience
(Education)
Other Position Managers who are
Spouses or Within Two
Degrees of Kinship
Managers who are
Spouses or Within Two
Degrees of Kinship
Managers who are
Spouses or Within Two
Degrees of Kinship
Remark(s)
(Note)
Shares Shares Shares Title Name Relation
Chairman
and
Chief
Technology
Officer
of
R/D dept.


R.O.C.
WANG/
GUANG-
SHIAH
Male 07/01/06 1,426,740 3.19% 72,426 0.16% Ph.D., Institute of
Industrial Engineering,
Pennsylvania State
University
Professor, Department of
Industrial Engineering
Management, Chung Hua
University
Director of Machvision
(Dongguan) Inc..
Chairman of
Autovision Technology
Inc. Ltd. (legal
representative)
Chairman of Sigold
Optics Inc. (legal
representative)
Chairman of SISSCA
Co.,Ltd. (legal
representative)


General
Manager
R.O.C. CHEN/F
U-SHEN
Male 04/10/14 27,034 0.06% Master of Industrial
Engineering, Tsinghua
University
Wafer works Group
Chairman Special
Assistance and Deputy
General Manager of
Subsidiary Operations
Associate deputy
Chairman of Avountes
Co., Ltd.(legal
representative)
Chairman of ChipAI
Co., LTD.(legal
representative)
Director of SISSCA
Co. Ltd. (legal
representative)

21

Title Nationality Name Gender Date
Effective
Shareholding Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding

Shareholding
by Nominee
Arrangement

Shareholding
by Nominee
Arrangement


Experience
(Education)
Other Position Managers who are
Spouses or Within Two
Degrees of Kinship
Managers who are
Spouses or Within Two
Degrees of Kinship
Managers who are
Spouses or Within Two
Degrees of Kinship
Remark(s)
(Note)
Shares Shares Shares Title Name Relation
Business
Deputy
General
Manager
R.O.C. TSENG/
WEI-LU
N
Male 07/01/19 EMBA of National Chiao
Tung University(Studying)
Section manage of Chip
Power TechnologyCorp.
NA
Research and
Development
Deputy
General
Manager


R.O.C.
WANG/
YUAN-N
AN
Male 07/01/19 4,000 0.01% Master of Taiwan
University Department of
Mechanical Engineering
General manager of Sigold
Optics Inc.
General manager of
Anderson Industrial Corp.
General manager of
Lianyuan Inc.
NA
Financial
and
accounting
officer
R.O.C. TSAI/CH
IA-FEN
Female 11/11/14 Master of Business
Administration, Shih Chien
University
Master of Science and
Technology Management,
Tsinghua University
Manager of PwC Taiwan
Finance Department
Manager of Huajing
Technology Co., Ltd.
Assistant manager of
Wholetech System Hitech
Limited
NA Note1

22

Title Nationality Name Gender Date
Effective
Shareholding Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement


Experience
(Education)
Other Position Managers who are
Spouses or Within Two
Degrees of Kinship
Managers who are
Spouses or Within Two
Degrees of Kinship
Managers who are
Spouses or Within Two
Degrees of Kinship
Remark(s)
(Note)
Shares Shares Shares Title Name Relation
Financial
and
accounting
officer
corporate
governance
officer
R.O.C. WEN/PE
I-CHUN
Female 04/15/20 Bachelor of Public Finance,
National Taipei University
Assistant manager of
KPMG Taiwan

NA
Note1

Note1: 2020/04/15 TSAI CHIA-FEN was replaced by WEN PEI-CHUN due to position adjustment.

Note2: Where the President or person of an equivalent post (the highest level manager) and Chairman of the Board of Directors are the same person, spouses, or relatives within the first degree of kinship, the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto (such as increasing the number of independent director seats, and more than half of all directors must not concurrently serve as employees or managers) must be disclosed.

23

3.2.3 Remuneration of Directors, Independent Directors, President, and Vice Presidents

Remuneration of Directors and Independent Directors

Unit: NT$ thousands

Title Name Remuneration Remuneration Remuneration Remuneration Remuneration Remuneration Ratio of Total
Remuneration
(A+B+C+D) to Net
Income (%)
Ratio of Total
Remuneration
(A+B+C+D) to Net
Income (%)
Rel evant Remuner ation Recei ved by Directo rs Who are Also Employees rs Who are Also Employees rs Who are Also Employees rs Who are Also Employees Ratio of Total
Compensation
(A+B+C+D+E+F+G) to
Net Income (%)
Ratio of Total
Compensation
(A+B+C+D+E+F+G) to
Net Income (%)
Remuneration
from ventures
other than
subsidiaries or
from the parent
company
(Note 1)
Base Compensation (A)
Severance Pay (B)
Directors
Compensation(C)
Allow ances (D) Salary, B
Allow
onuses, and
ances (E)
Severan ce Pay (F) Employee Compensation (G)
The
company

All companies
in the
consolidated
financial
statements

The
company
Companies in
the
consolidated
financial
statements
The
company
Companies in
the
consolidated
financial
statements

The
company
Companies in
the
consolidated
financial
statements

The
company
Companies in
the
consolidated
financial
statements

The
company
Companies in
the
consolidated
financial
statements

The
company
Companies in
the
consolidated
financial
statements

The company
Companies in the
consolidated
financial
statements

The
company
Companies in
the
consolidated
financial
statements
Cash Stock Cash Stock
Director WANG/GUANG-SH
IAH
385
385 - - 7,436 7,495 2,223 2,223 1.52% 1.53% 7,722 7,722 108 108 18,300 - 18,300 - 5.48 5.49 -
YU/MING-CHANG
CHANG/YONGSHU
N
CHUANG/YONGZ
HEN
YAN/WEI-CHYUN
CHEN/FU-SHEN
Independent
Director
LEE/TSU-DER -
- - - 3,187 3,187 - - 0.48% 0.48% - - - - - - - - 0.48% 0.48% -
YEN/TZONG-MING
DU/MING-HAN
1. Please describe the policy, system, standard, and structure of remuneration to independent directo
2.In addition to the above remuneration, director remuneration shall be disclosed as follows when re
such as being independent contractors.
rs, and the c
ceived from
orrelation betw
companies inc
een duties,
luded in the
risk, and time i
consolidated
nput with th
financial sta
e amount of re
tements in the
muneration
most recent
:
year to compe
nsate directors for their services,

Note 1: The remuneration of directors and the remuneration of employees have not yet been decided, which is based on the percentage of the allocation in previous year.

24

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
(I)
Less thanNT$1,000,000 - - - -
NT$1,000,000 ~ NT$1,999,999 CHUANG/YUNG-SH
UN
YU/MING-CHANG

CHANG/YUNG-YAN
G
YAN/WEI-CHYUN
LEE/TSU-DER
YAN/ZONGMING
DU/MINGHAN
CHUANG/YUNG-SHUN
YU/MING-CHANG
CHANG/YUNG-YANG
YAN/WEI-CHYUN
LEE/TSU-DER
YAN/ZONGMING
DU/MINGHAN
CHUANG/YUNG-SHUN
YU/MING-CHANG
CHANG/YUNG-YANG
YAN/WEI-CHYUN
LEE/TSU-DER
YAN/ZONGMING
DU/MINGHAN
CHUANG/YUNG-SHUN
YU/MING-CHANG
CHANG/YUNG-YANG
YAN/WEI-CHYUN
LEE/TSU-DER
YAN/ZONGMING
DU/MINGHAN
NT$2,000,000 ~ NT$3,499,999 WANG/GUANG-SHI
AH
CHEN/FU-SHEN
WANG/GUANG-SHIAH
CHEN/FU-SHEN
NT$3,500,000 ~ NT$4,999,999
NT$5,000,000 ~ NT$9,999,999
NT$10,000,000 ~ NT$14,999,999
NT$15,000,000 ~ NT$29,999,999 WANG/GUANG-SHIAH
CHEN/FU-SHEN
WANG/GUANG-SHIAH
CHEN/FU-SHEN
NT$30,000,000 ~ NT$49,999,999
NT$50,000,000 ~ NT$99,999,999
Greater than or equal to NT$100,000,000
Total 9 9 9 9

25

Remuneration of Supervisors : Not applicable. Remuneration of the President and Vice Presidents

Unit: NT$ thousands

Unit: NT$ thousands
Title Name Salary(A) Severance Pay (B) Bonuses and
Allowances (C)
Employee Compensation (D) Ratio of total compensation
(A+B+C+D) to net income
(%)


Remuneration from
ventures other than
subsidiaries or from the
parent company
(Note)
The
company
Companies
in the
consolidate
d
financial
statements


The
company
Companies in
the
consolidated
financial
statements

The
company
Companies in
the
consolidated
financial
statements

The company

Companies in the
consolidated
financial
statements


The
company
Companies in
the
consolidated
financial
statements
Cash Stock Cash Stock
Chief
Technical
Officer

WANG/GU
ANG-SHI
AH
11,168 11,168 324 324 5,793 5,793 22,538 - 22,538 - 6.03% 6.03% -
General Manager CHEN/FU-
SHEN
Business Deputy
General Manager

TSENG/W
EI-LUN
Research
and
Development
Deputy
General
Manager


WANG/YU
AN-NAN

26

Range of Remuneration Name of President and Vice Presidents Name of President and Vice Presidents
The company Companies in the consolidated
financial statements(E)
Less than NT$ 1,000,000 - -
NT$1,000,000 ~ NT$1,999,999 - -
NT$2,000,000 ~ NT$3,499,999 - -
NT$3,500,000 ~ NT$4,999,999 TSENG/WEI-LUNWANG/YUAN-NAN TSENG/WEI-LUNWANG/YUAN-NAN
NT$5,000,000 ~ NT$9,999,999 - -
NT$10,000,000 ~ NT$14,999,999 - -
NT$15,000,000 ~ NT$29,999,999 WANG/GUANG-SHIAHCHEN/FU-SHEN WANG/GUANG-SHIAHCHEN/FU-SHEN
NT$30,000,000 ~ NT$49,999,999 - -
NT$50,000,000 ~ NT$99,999,999 - -
Greater than or equal to NT$100,000,000 - -
Total 4 4

27

3.2.4 Comparison of Remuneration for Directors, Supervisors, President and Vice Presidents in the Most Recent Two Fiscal Years and Remuneration Policy for Directors, Supervisors, President and Vice Presidents

  • A. The ratio of total remuneration paid by the Company and by all companies included in the consolidated financial statements for the two most recent fiscal years to directors, supervisors, president and vice presidents of the Company, to the net income.
Year Total remuneration paid to directors,
supervisors, president and vice
presidents
Total remuneration paid to directors,
supervisors, president and vice
presidents
Ratio of total remuneration paid to
directors, supervisors, president and
vicepresidents to net income(%)
Ratio of total remuneration paid to
directors, supervisors, president and
vicepresidents to net income(%)
The company Companies in the
consolidated
financial
statements
The company Companies in the
consolidated
financial
statements
2019 5.51% 5.51% 5.92% 5.92%
2020 5.48% 5.49% 6.03% 6.03%
  • B. The policies, standards, and portfolios for the payment of remuneration, the procedures for determining remuneration, and the correlation with risks and business performance.

The Remuneration Committee assists the Board in discharging its responsibilities relating to the Company’s compensation and benefits policies, plans and programs, and the evaluation of the directors’ and executives’ compensation. Remuneration is appropriated according to the business performance of the Company in the year and the stipulated percentage in Article 26 of the Articles of Incorporation, which stipulate that: "From the profit earned by the Company as shown through the annual account closing, No less than 5% shall be taken for employee compensation, and no more than 3% taken for directors’ compensation, provided that the amount of accumulated loss, if any, be first withheld.” The annual earning distribution status is submitted to the Board of Directors for discussion before being sent to the shareholders’ meeting for resolution.

The compensation to directors and other key management personnel were determined by the Remuneration Committee of the Company in accordance with the individual performance and the market trends.

The compensation is measured based on the employee’s personal achievements, contribution made to the business operation, and the market averages. It has a positive correlation with the performance of the Company's business.

28

3.3 Implementation of Corporate Governance

3.3.1 Board of Directors

A. Operations of the Board of Directors

A total of 7 (A) meetings of the Board of Directors were held in the previous period. The attendance of director and supervisor were as follows:

Title Name Attendance
in Person(B)
By Proxy Attendance Rate
(%)【B/A】
Remarks
Chairman WANG/GU
ANG-SHI
AH
7 0 100.00
Director YU/MING-
CHANG
7 0 100.00
Director CHANG/Y
ONGSHU
N
7 0 100.00
Director CHUANG/
YONGZH
EN
7 0 100.00
Director YAN/WEI-
CHYUN
7 0 100.00
Director CHEN/FU-
SHEN
7 0 100.00
Independent
director
LEE/TSU-
DER
7 0 100.00
Independent
director
YEN/TZO
NG-MING
7 0 100.00
Independent
director
DU/MING-
HAN
7 0 100.00

Other mentionable items:

  1. If any of the following circumstances occur,, the dates of the meetings, sessions, contents of motion, all independent directors’ opinions and the company’s response should be specified:

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

  3. (2) Other matters involving objections or expressed reservations by independent directors that were recorded or stated in writing that require a resolution by the board of directors.

29

Date Proposal and resolution Matters
referred to
in Article
14-3 of the
Securities
and
Exchange
Act
Other
matters
involving
objections
or
expressed
reservations
by
independent
directors
2020/2/5 1. The amount of employees and director
compensation.
yes no
2. Cash capital increase through issuance of
common shares.
yes no
Independent directors' opinions: NA
The reaction of independent directors' opinions:
NA
1. Resolution: Reviewed by Compensation
Committee and all Attendees of directors and
independent directors passed without objection
expect CTO (WANGGUANG-SHIAH) and
General Manager (CHEN FU-SHEN) were not
participate in discussions and voting due to
interest avoidance.
2. Resolution: All Attendees of directors and
independent directorspassed without objection.
2020/3/27 1.The manager share subscription rules and the
number of manager subscribed share.
yes no
2.The follow-up schedule and plan of 2020
cash capital increase
yes no
Independent directors' opinions: NA
The reaction of independent directors' opinions:
NA

30

Date Proposal and resolution Matters
referred to
in Article
14-3 of the
Securities
and
Exchange
Act
Other
matters
involving
objections
or
expressed
reservations
by
independent
directors
1. Resolution: Reviewed by Compensation
Committee and all Attendees of directors and
independent directors passed without objection
expect CTO (WANGGUANG-SHIAH) and
General Manager (CHEN FU-SHEN) were not
participate in discussions and voting due to
interest avoidance.
2. Resolution: All Attendees of directors and
independent directorspassed without objection.
2020/5/4 Appointment of the finance and accounting
officer.
yes no
Independent directors' opinions: NA
The reaction of independent directors' opinions:
NA
Resolution: All Attendees of directors and
independent directorspassed without objection.
2020/7/31 1.Distribution of remunerations to directors
(includingindependent directors)for 2019.
yes no
2.Distribution of remunerations of manager and
employees for 2019.
yes no
3.Routine adjustment in the salary of manager
for 2020.
yes no
Independent directors' opinions: NA
The reaction of independent directors' opinions:
NA

31

Date Proposal and resolution Matters
referred to
in Article
14-3 of the
Securities
and
Exchange
Act
Other
matters
involving
objections
or
expressed
reservations
by
independent
directors
Resolution: Reviewed by Compensation
Committee and all Attendees of directors and
independent directors passed without objection
expect CTO (WANGGUANG-SHIAH) and
General Manager (CHEN FU-SHEN) were not
participate in discussions and voting due to
interest avoidance.
2020/11/3 1.Amendment to the “Remuneration
Committee Charter”.
yes no
2.Amendment to the “Procedures for Loaning
of Funds”.
yes no
3.Replacement of the Accountant (due to
internal rotation within the accountingfirm).
Independent directors' opinions: NA
The reaction of independent directors' opinions:
NA
Resolution: All Attendees of directors and
independent directorspassed without objection.
2020/12/24 1. 2021 Accountant appointment. yes no
Independent directors' opinions: NA
The reaction of independent directors' opinions:
NA
Resolution: All Attendees of directors and
independent directorspassed without objection.
  1. If there are directors’ avoidance of motions in conflict of interest, the directors’ names, contents of motion, causes for avoidance and voting should be specified: Please refer previous item.

32

B. Implementation Status of Board Evaluations

Evaluation
cycle
Evaluation
period
Scope of
evaluation
Evaluation method Evaluation items
Once a year 2020/01/01
~
2020/12/31
Board of
Directors,
individual
directors, and
functional
committees
internal
self-evaluation by
the Board of
Directors,
self-assessment by
directors, peer
evaluation
Note 1
once three years 2019/11/01
~
2020/10/31
Board of
Directors and
functional
committees
entrusting external
professional
institutions: Taiwan
Corporate
Governance
Association
Note 2

Note 1: According to the scope of evaluation, evaluation items must at least include

the following items:

  • (1) Board performance evaluation: At least includes level of participation in company operations, the quality of Board decisions, Board composition and structure, appointment of directors and their continued development, and internal controls.

  • (2) Individual director performance evaluation: At least includes grasp of company targets and missions, understanding of the director's role and responsibilities, level of participation in company operations, internal relationship management and communication, director's specialty and continued development, and internal controls.

  • (3) Functional committee performance evaluation: Participation in company operations, understanding of the responsibilities of functional committees, improvement of the decision-making quality of functional committees, composition of functional committees, and member selection and internal control.

  • Note 2: The composition of the board of directors, the guidance of the board of directors, the authorization of the board of directors, the supervision of the board of directors, the communication of the board of directors, internal control and risk management, the self-discipline of the board of directors and other (board meetings and support systems, etc.).

33

3.3.2 Audit Committee

A. Audit Committee

A total of 7 (A) Audit Committee meetings were held in the previous period. The attendance of the independent directors was as follows:

Title Name Attendance
in Person(B)
By Proxy Attendance Rate (%)
【B/A】
Remarks
Independent
director
LEE/TSU-
DER
7 - 100.00%
Independent
director
YEN/TZO
NG-MING
7 - 100.00%
Independent
director
DU/MING
-HAN
7 - 100.00%

Other mentionable items:

1.If any of the following circumstances occur, the dates of meetings, sessions, contents of motion, resolutions of the Audit Committee and the Company’s response to the Audit Committee’s opinion should be specified:

(1) Matters referred to in Article 14-5 of the Securities and Exchange Act.

(2) Other matters which were not approved by the Audit Committee but were approved by two-thirds or more of all directors.

Date Proposal and resolution Article 14-5 of
the Securities
and Exchange
Act
Article 14-5 of
the Securities
and Exchange
Act
Other matters which were
not approved by the Audit
Committee but were
approved by two-thirds or
more of all directors.
2020/2/5 2019annual financial report. yes no
2019 Internal Control System
Statement.
yes no
Cash capital increase through
issuance of common shares.
yes no
Plans to build the R&D center and
change the construction site.
yes no
Audit Committee’s resolution:Agree.
Company’s response to the Audit Committee’s opinionAgree.
2020/3/27 Amendment to the Rules of Procedures
for Shareholder meetings.
yes no
The follow-up schedule and plan of
2020 cash capital increase.
yes no
Audit Committee’s resolution:Agree.
Company’s response to the Audit Committee’s opinionAgree.
2020/5/4 The appointment of the finance and
accountingofficer.
yes no

34

Date Proposal and resolution Article 14-5 of
the Securities
and Exchange
Act
Article 14-5 of
the Securities
and Exchange
Act
Other matters which were
not approved by the Audit
Committee but were
approved by two-thirds or
more of all directors.
Audit Committee’s resolution:Agree.
Company’s response to the Audit Committee’s opinionAgree.
2020/5/29 Liquidation of Machvision Holding
(Samoa)Limited.
yes no
Increasinginvestment in China. yes no
Audit Committee’s resolution:Agree.
Company’s response to the Audit Committee’s opinionAgree.
2020/7/31 The financial statements for the second
quarter of 2020.
yes no
Audit Committee’s resolution:Agree.
Company’s response to the Audit Committee’s opinionAgree.
2020/11/3 The amendment to the “Remuneration
Committee Charter”.
yes no
The amendment to the “Procedures for
Loaningof Funds”.
yes no
Appointment of corporate governance
officer.
yes no
Audit Committee’s resolution:Agree.
Company’s response to the Audit Committee’s opinionAgree.
2020/12/24 2021 Accountant appointment. yes no
2021 annual auditplan. yes no
Audit Committee’s resolution:Agree.
Company’s response to the Audit Committee’s opinionAgree.
  1. If there are independent directors’ avoidance of motions in conflict of interest, the directors’ names, contents of motion, causes for avoidance and voting should be specified: Please refer previous item.

35

  1. Communications between the independent directors, the Company's chief internal auditor and CPAs (e.g. the material items, methods and results of audits of corporate finance or operations, etc.)
Date Communications
Feb. 2020 Discuss the financial report and related issues with the financial and
accounting supervisor and the audit supervisor
Jul. 2020 Discuss the financial report, new amendments to laws and regulations, and
other related issues with the accountingsupervisors and audit supervisors.
Dec. 2020 Meeting with the accounting supervisor and the audit supervisor to explain
the relevant matters of the audit matters.
Discuss with the audit supervisor about issues related to the 2021 annual
auditplan and risk assessment.
Independent directors have direct communication channels with internal audits and
accountants. The internal audit supervisor reports to the audit committee in the audit
committee held every quarter. Accountants attend audit committees held from time to time.

36

3.3.3 Corporate Governance Implementation Status and Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”

Evaluation Item Implementation Status1 Implementation Status1 Implementation Status1 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 Company has established the Corporate
Governance Best-Practice Principles based on
“Corporate Governance Best-Practice Principles
for TWSE/TPEx Listed Companies”
. The information has been disclosed on the
Company’s website.
None
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?


V
In addition to the existing hotline and email
channels, the Company has established an
internal operating procedure, and has designated
appropriate departments, such as Investor
Relations, Public Relations, Legal Department,
to handle shareholders’ suggestions, doubts,
disputes and litigation.
None

37

Evaluation Item Implementation Status1 Implementation Status1 Implementation Status1 Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” and Reasons
Yes No Abstract Illustration
(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
The Finance & Shared Services Division is
responsible for collecting the updated
information of major shareholders and the list of
ultimate owners of those shares.
Rules are made to strictly regulate the activities
of trading, endorsement and loans between the
Company and its affiliates. In addition, the
“Criteria of Internal Control Mechanism for a
Public Company”, outlined by the Financial
Supervisory Commission when drafting the
guidelines for the “Supervision and Governance
of Subsidiaries”, was followed in order to
implement total risk control with respect to
subsidiaries.
To protect shareholders’ rights and fairly treat
shareholders, the Companyhas established the

38

Evaluation Item Implementation Status1 Implementation Status1 Implementation Status1 Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” and Reasons
Yes No Abstract Illustration
against insiders trading with undisclosed
information?
internal rules to forbid insiders trading on
undisclosed information. The Company has also
strongly advocated these rules in order to prevent
anyviolations.
3. Composition and Responsibilities of the Board of
Directors
(1) Does the Board develop and implement a
diversified policy for the composition of its
members?
(2) Does the company voluntarily establish other
functional committees in addition to the
Remuneration Committee and the Audit
V Member diversification is considered by the
Board members. Factors taken into account
include, but are not limited to gender, age,
cultures, educational background, race,
professional experience, skills, knowledge and
terms of service. The Board objectively chooses
candidates to meet the goal of member
diversification.
The Company has set up the Remuneration
Committee and the Audit Committee according
to the law; the establishment of other committees

None

39

Evaluation Item Implementation Status1 Implementation Status1 Implementation Status1 Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” and Reasons
Yes No Abstract Illustration
Committee?
(3) Does the company establish a standard to
measure the performance of the Board and
implement it annually, and are performance
evaluation results submitted to the Board of
Directors and referenced when determining the
remuneration of individual directors and
nominations for reelection?
is under evaluation.
The company has formulated rules and
procedures for evaluating the Board’s
performance and conducts it annually. The
Company uses two methods to evaluate the
performance of the Board.
1. Self-assessment of Board members
Board members fill in the” Self-Assessment
Questionnaire for Board Members” at the end
of each year. To evaluate the performance of
each members effectively, the questionnaire
contains the following factors:
A. Their grasp of the Company's goals and
missions;
B. Their recognition of director's duties;
C. Their degree of participation in the
Company's operations;

40

Evaluation Item Implementation Status1 Implementation Status1 Implementation Status1 Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” and Reasons
Yes No Abstract Illustration
D. Their management of internal relationships
and communications;
E. Their professionalism and continuing
professional education;
F. Internal controls.
2. Assessment of the Board:
The Secretary Office of the Board conducts
the assessment of the Board’s performance.
The following aspects are taken into
consideration:
A. The degree of participation in the
Company's operations;
B. Improvement in the quality of decision
making by the Board of Directors;
C. The composition and structure of the Board
of Directors;
D. The election of the directors and their

41

Evaluation Item Implementation Status1 Implementation Status1 Implementation Status1 Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” and Reasons
Yes No Abstract Illustration
(4) Does the company regularly evaluate the
independence of CPAs?
continuing professional education.
E. Internal controls.
The
Company
conducts
director
self-assessments and peer assessments in the
first quarter each year. Assessment results
were reported to the Board of Directors in
(month/year),
and are referenced when
determining the remuneration of individual
directors and nominations for reelection.
The Company evaluates the independence of
CPAs annually, ensuring that that they are not
stakeholders such as a Board member,
supervisor, shareholder or person paid by the
Company.





4. Does the company appoint a suitable number of
competent personnel and a supervisor responsible
for corporategovernance matters (includingbut not


The board of directors approved the appointment
of corporate governance officer on November 3,
2020. The responsibilityof for corporate
None

42

Evaluation Item Implementation Status1 Implementation Status1 Implementation Status1 Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” and Reasons
Yes No Abstract Illustration
limited to providing information for directors and
supervisors to perform their functions, assisting
directors and supervisors with compliance, handling
work related to meetings of the board of directors
and the shareholders' meetings, and producing
minutes of board meetings and shareholders'
meetings)?





governance officer include corporate
governance-related matters, providing
information required by directors and functional
committees to perform their business, drafting
agendas of the board of directors and
shareholders’ meeting and assisting the board of
directors to strengthen their functions
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?
The Company provides detailed contact
information, including telephone numbers and
email addresses in the “Stakeholder Area”
section of the corporate website. In addition,
personnel are in place to exclusively deal with
issues of social responsibility, ensuring that
various interested parties have channels to
communicate with the Company.
None
6. Does the company appoint a professional
shareholder service agency to deal with shareholder
affairs?
The Company designates Agency Department of
Chinatrust to deal with shareholder affairs.
None

43

Evaluation Item Implementation Status1 Implementation Status1 Implementation Status1 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 annual
financial statements within two months after the
end of each fiscal year, and announce and report
Q1, Q2, and Q3 financial statements, as well as
monthlyoperation results, before theprescribed




The Company has set up a Chinese/English
website (www.machvision.com.tw) to disclose
information regarding the Company’s financials,
business and corporate governance status.
The Company has established a spokesman
system. Investor conference information is
disclosed on the corporate website.
The Company has reported annual financial
statements within two months after the end of
each fiscal year and announced them on the
company website.
The Companyannounced and reported its




None

44

Evaluation Item Implementation Status1 Implementation Status1 Implementation Status1 Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” and Reasons
Yes No Abstract Illustration
time limit? financial statements for Q1, Q2, and Q3 and filed
monthly operating status before the deadline.
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, andpurchasinginsurance for directors and supervisors)?Please refer to note1.
9. Please explain the improvements which have been made in accordance with the results of the Corporate Governance Evaluation System released
bythe Corporate Governance Center, Taiwan Stock Exchange, andprovide thepriorityenhancement measures.
Evaluation item
Solution
Does the company's board of directors include at least one female
director?
Consulting and Discussing

Note1:

  • (1) Status of employee rights and employee wellness: Please refer to the “ Employees ” section on pages 120-123 of this annual report.

  • (2) Status of risk management policies and risk evaluation: Please refer to the “ Risk Management ” section on pages 134-137 of this annual report.

  • (3) The Company has purchased D&O insurance for its directors.

45

(4) Directors’ and supervisors’ training records:

Name Date Organizer Course Training
hours
WANG/GUANG-SHIAH 2020/10/20 Republic of China Accounting Research and
Development Foundation
Assist the company to improve its ability to prepare
financial reports by itself
6
CHUANG/YON-SHUN 2020/02/25 Taiwan Securties Association Digital Empowerment-Practice and Cases of
Outsourcing Innovation Model of Enterprises
3
CHUANG/YON-SHUN 2020/03/16 TLCA ORG. Talking about Environmental Protection 3
CHUANG/YON-SHUN 202004/06 Corporate Governance Association Patent offensive and defensive battles 3
CHUANG/YON-SHUN 2020/08/05 Corporate Governance Association Enterprise M&A Practice and Case Analysis 3
YU/MING-CHANG 2020/09/03 Independent Director Association Taiwan Talking about Taiwan's business strategy and
transformation from the global political and
economic situation
3
YU/MING-CHANG 2020/10/14 Corporate Governance Association Audit committee establishment and operation 3
CHANG/YUNG-YANG 2020/12/07 Republic of China Accounting Research and
Development Foundation
The latest development trend of corporate social
responsibility (CSR) reports and analysis of relevant
corporate governance practices
3
CHANG/YUNG-YANG 2020/12/07 Republic of China Accounting Research and
Development Foundation
Analysis of "Fake Foreign Investment Illegal
Securities Trading" Case Analysis and Discussion
on Legal Liability
3
YAN/WEI-CHYUN 2020/07/22 Taiwan Financial Research Institute Corporate Governance and Corporate Sustainability
Workshop
3

46

Name Date Organizer Course Training
hours
YAN/WEI-CHYUN 2020/08/26 Taipei Exchange A briefing on the equity of the insider of the
company
3
CHEN/FU-SHEN 2020/12/02 The Institute of Internal Auditors, R.O.C. "Enterprises self-prepared financial report" policy
analysis and internal audit and internal control
practice key discussion
6
LEE/TSU-DER 2020/07/09 Securities and Futures Market Development
Foundation
From the perspective of new crown pneumonia,
business strategies and corporate governance in
response to the world's impermanent risks
3
LEE/TSU-DER 2020/07/22 Taiwan Financial Research Institute Corporate Governance and Corporate Sustainability
Workshop
3
YEN/TZONG-MING 2020/08/20 Securities and Futures Market Development
Foundation
Analysis of practical cases on the establishment of
the crime of breach of trust and special breach of
trust by directors and supervisors
3
YEN/TZONG-MING 2020/09/02 Securities and Futures Market Development
Foundation
Discussion on Cases of Fraud in Enterprise
Financial Statements
3
DU/MING-HAN 2020/08/13 Republic of China Accounting Research and
Development Foundation
Analysis of the protection of corporate "Intellectual
Property Rights" and related legal responsibilities
3
DU/MING-HAN 2020/08/13 Republic of China Accounting Research and
Development Foundation
Discussion on Financial and Tax Laws and Cases of
Enterprise M&A
3

47

3.3.4 Composition, Responsibilities and Operations of the Remuneration Committee

The Remuneration Committee assists the Board in discharging its responsibilities relating to the Company’s compensation and benefits policies, plans and programs, and the evaluation of the directors’ and executives’ compensation.

The Chairman of the Remuneration Committee convened four regular meetings in 2020. The Remuneration Committee Charter is available on the Company’s corporate website.

A. Professional Qualifications and Independence Analysis of Remuneration Committee Members

Title Criteria
Name

Meets One of the Following Professional Qualification
Requirements, Together with at Least Five Years’ Work
Experience

Meets One of the Following Professional Qualification
Requirements, Together with at Least Five Years’ Work
Experience

Meets One of the Following Professional Qualification
Requirements, Together with at Least Five Years’ Work
Experience
Independence Criteria (Note) Independence Criteria (Note) Independence Criteria (Note) Independence Criteria (Note) Independence Criteria (Note) Independence Criteria (Note) Independence Criteria (Note) Independence Criteria (Note) Independence Criteria (Note) Independence Criteria (Note) Number of
Other Public
Companies in
Which the
Individual is
Concurrently
Serving as an
Remuneration
Committee
Member

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

A judge, public
prosecutor, attorney,
Certified Public
Accountant, or other
professional or
technical specialist
who has passed a
national examination
and been awarded a
certificate in a
profession necessary
for the business of the
Company
Has work
experience in the
areas of
commerce, law,
finance, or
accounting, or
otherwise
necessary for the
business of the
Company
1 2 3 4 5 6 7 8 9 10
Independent
director
LEE/T
SU-DE
R
V V V V V V V V V V V 1 -
Independent
director
YEN/T
ZONG-
MING
V V V V V V V V V V V V 1 -
Other HE/LI-
XING
V V V V V V V V V V V V 1 -

Note: Please tick the corresponding boxes that apply to a member during the two

  • years prior to being elected or during the term(s) of office.

  • Not an employee of the company or any of its affiliates.

  • Not a director or supervisor of the company or any of its affiliates. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

  • Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate of one percent or more of the total number of issued shares of

48

the company or ranking in the top 10 in holdings.

  1. Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer under subparagraph 1 or any of the persons in the preceding two subparagraphs.

  2. Not a director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

  3. If a majority of the company's director seats or voting shares and those of any other company are controlled by the same person: not a director, supervisor, or employee of that other company. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

  4. If the chairperson, general manager, or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses: not a director (or governor), supervisor, or employee of that other company or institution. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

  5. Not a director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the company. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent, if the specified company or institution holds 20 percent or more and no more than 50 percent of the total number of issued shares of the public company.

  6. Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2

49

years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations.

  1. Not been a person of any conditions defined in Article 30 of the Company Law.

B. Attendance of Members at Remuneration Committee Meetings

There are 3 members in the Remuneration Committee. A total of 4 (A) Remuneration Committee meetings were held in the previous period. The attendance record of the Remuneration Committee members was as follows:

Title Name Attendance
in Person(B)
By Proxy Attendance Rate
(%)【B/A】
Remarks
Convener YEN/TZO
NG-MING
4 - 100% -
Committee
Member
LEE/TSU-
DER
4 - 100% -
Committee
Member
HE/LI-XI
NG
4 - 100% -
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):
None.
2. Resolutions of the remuneration committee objected to by members or expressed
reservations 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: None.

50

3.3.5 Fulfillment of CSR and Deviations from the "Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed

Companies"
Evaluation Item Implementation Status Deviations from “the
Corporate Social
Responsibility
Best-Practice Principles
for TWSE/TPEx Listed
Companies” and Reasons
Yes No
Abstract Explanation
1. Does the company assess
ESG risks associated with its
operations based on the
principle of materiality, and
establish related risk
management policies or
strategies?3
V The Company integrates and manages the potential risks of all strategies,
operations, financial activities, and hazards that may affect its operations and
profits. The Company implements enterprise risk management to provide
suitable risk management for all stakeholders, and uses a risk map to assess the
frequency of risk events and severity of impact on the Company's operations.
The priority and level of risks are defined on the basis, and risk management
strategies are adopted for each risk level.
The Company's risk management involves the management of strategy risks,
operational risks, financial risks, hazard risks, as well as risks associated with
climate change and non-compliance with environmental protection and
climate-related regulations and other international conventions.









None
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
reportingto the board?
V In order to fulfill the social responsibilities, the company takes the administrative
center as the authority and responsibility dept. to promote corporate social
responsibility. Convene relevant departments quarterly to discuss and promote
the social responsibility plan. Regularly report processing and implementation to
the board of directors. This project has been reported to the board of directors on
November 3, 2020.

None

51

Evaluation Item Implementation Status Deviations from “the
Corporate Social
Responsibility
Best-Practice Principles
for TWSE/TPEx Listed
Companies” and Reasons
Yes No
Abstract Explanation
3. Environmental issues
(1) Does the company
establish proper
environmental
management systems
based on the
characteristics of their
industries?

V
The company develops and assembles machines. The production process does
not produce harmful substances and waste water. The administrative center
establishes and promotes an environmental management system, focusing on
greenhouse gas management
None
(2) Does the company
endeavor to utilize all
resources more efficiently
and use renewable
materials which have low
impact on the
environment?
V The company regularly reviews the materials and sluggish inventory to increase
the utilization rate and reduce the burden on the environment.
None
(3) Does the company
evaluate the potential risks
and opportunities in
climate change with regard
to the present and future of
its business, and take
appropriate action
todcounter climate change
V The company pays attention to the impact of climate change on the company's
operating activities. And actively improves the utilization rate, reduces waste,
and reduces the impact on the environment


None

52

Evaluation Item Implementation Status Deviations from “the
Corporate Social
Responsibility
Best-Practice Principles
for TWSE/TPEx Listed
Companies” and Reasons
Yes No
Abstract Explanation
issues?
(4) Does the company take
inventory of its
greenhouse gas emissions,
water consumption, and
total weight of waste in
the last two years, and
implement policies on
energy efficiency and
carbon dioxide reduction,
greenhouse gas reduction,
water reduction, or waste
management?

V
The company development and assembly equipment. It does not require large
amounts of water and special gases during production. The company focus on
CO2 management. Thegoal is to decrease by50% in 2025 from 2016.
Item/Unit
2019
2020
Greenhouse gas emissions
/CO2e
585
586
Water consumption / kWh
5,280
6,725
Total weight of waste /Ton
-
-


None
4. Social issues
(1) Does the company
formulate appropriate
management policies and
procedures according to
relevant regulations and
the International Bill of
Human Rights?
V Comply with Relevant Regulations
Machvision not only complies with local regulations but also upholds the
internationally-recognized human rights of workers and respects the United
Nations Universal Declaration on Human Rights, and the International Labor
Organization’s fundamental conventions on core labor standards. Machvision
hires all employees equally based on his or her job qualifications regardless of
gender, religion, race, nationality or political affiliation.
Human Resource Policies and Measures
The followingis an overview of relevant human resourcepolicies and measures:
None

53

Evaluation Item Implementation Status Deviations from “the
Corporate Social
Responsibility
Best-Practice Principles
for TWSE/TPEx Listed
Companies” and Reasons
Yes No
Abstract Explanation
(a)Labor Insurance, National Health Insurance, and group insurance coverage
from the first day of work.
(b) The Company has specific Employee Retirement Guidelines. In February
1998, we established a Labor Pension Supervision Committee approved by the
Taipei City Government. Since May 1998, we have been allocating a retirement
pension equivalent to 2% of employees’ monthly salaries on a monthly basis. In
2005, the new Labor Pension Act came into force. Consequently, Machvision
now deposits 6% of each employee's monthly salary into a dedicated account at
the Labor Insurance Bureau. When employees reach the age of 60, they may
collect theirpension from theirpersonal retirement fund account.
(2) Does the company have
reasonable employee
benefit measures
(including salaries, leave,
and other benefits), and do
business performance or
results reflect on employee
salaries?
V Employee welfare:
The Company provides an employee cafeteria, café, fitness room, lounge, and
parking lot.
Business performance reflects on employee bonuses:
The Company is required to allocate no less than 5% of profits as employee
bonuses each year.


None
(3) Does the company provide
a healthy and safe working
environment and organize
training on health and
safetyfor its employees on



V
Machvision regularly conducts work safety promotion. Regularly inspect and
maintain equipments of the building to maintain a safe working environment.
Apply for labor insurance, health insurance and group insurance in accordance
with the law. Not only provide Health checkups, health education courses and flu
vaccines annuallybut also on-site nurses andphysicians.

None

54

Evaluation Item Implementation Status Deviations from “the
Corporate Social
Responsibility
Best-Practice Principles
for TWSE/TPEx Listed
Companies” and Reasons
Yes No
Abstract Explanation
a regular basis?
(4) Does the company provide
its employees with career
development and training
sessions?

V
Machvision has plan of jobs inherited. Machvision not only assesses and
provides feedback on employees’ skills and interests, but also offers training and
development activities that match their career development objectives and job
needs.
None
(5)Do the company's products
and services comply with
relevant laws and
international standards in
relation to customer health
and safety, customer
privacy, and marketing and
labeling of products and
services, and are relevant
consumer protection and
grievance procedure
policies implemented?

V
The company has set up a "Quality Service Center" to provide after-sales
services, provide instant contact windows for customers, protect consumer rights,
and actively ask customers for their opinion.

None
(6) Does the company
implement supplier
management policies,
requiringsuppliers to
V In order to implement corporate social responsibility the company has
established supplier management operating procedures to communicate with
suppliers on issues such as environmental protection, safety and hygiene.


None

55

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
observe relevant
regulations on
environmental protection,
occupational health and
safety, or labor and human
rights? If so, describe the
results.
5. Does the company
reference internationally
accepted reporting
standards or guidelines,
and prepare reports that
disclose non-financial
information of the
company, such as
corporate social
responsibility reports? Do
the reports above obtain
assurance from a third
partyverification unit?
V Please refer to Taiwan Stock Exchange Market Observation Post System
(http://mops.tse.com.tw/ )and Company Website
(http://www.machvision.com.tw)
None
6. Describe the difference, if any, between actual practice and the corporate social responsibility principles, if the company has implemented such
principles based on the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies: None
  1. Describe the difference, if any, between actual practice and the corporate social responsibility principles, if the company has implemented such principles based on the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies: None

56

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 useful information for explaining the status of corporate social responsibility practices:Please refer to the corporate social responsibility
section of the company's website for other company's corporate social responsibility operations.
  1. Other useful information for explaining the status of corporate social responsibility practices:Please refer to the corporate social responsibility section of the company's website for other company's corporate social responsibility operations.

57

3.3.6 Fulfillment of Ethical Corporate Management and Deviations from the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies"

Evaluation Item Implementation Status Deviations from the
“Ethical Corporate
Management Best
Practice Principles for
TWSE/GTSM Listed
Companies” and Reasons
Yes No Abstract Illustration
1. Establishment of ethical corporate management
policies and programs
(1) Does the company have a Board-approved
ethical corporate management policy and
stated in its regulations and external
correspondence the ethical corporate
management policy and practices, as well as
the active commitment of the Board of
Directors and management towards
enforcement of such policy?
The Board of Directors passed the Company's
Ethical Corporate Management Best-Practice
Principles. The Principles is a guideline to provide
high ethical standards for all employees. The
principles are disclosed in the annual report and on
the company website. The Board of Directors and
senior management place the greatest importance
in adopting the highest standards of integrity and
ethics in corporate management and employee
work conduct. Bribery, corruption, deception, and
all other forms of improper conduct areprohibited.
None

58

Evaluation Item Implementation Status Deviations from the
“Ethical Corporate
Management Best
Practice Principles for
TWSE/GTSM Listed
Companies” and Reasons
Yes No Abstract Illustration
(2) Does the company have mechanisms in place
to assess the risk of unethical conduct, and
perform regular analysis and assessment of
business activities with higher risk of
unethical conduct within the scope of
business? Does the company implement
programs to prevent unethical conduct based
on the above and ensure the programs cover at
least the matters described in Paragraph 2,
Article 7 of the Ethical Corporate
Management Best Practice Principles for
TWSE/TPEx Listed Companies?
The Company conducts quarterly evaluations of
operating activities with relatively high risk of
unethical conduct. The Company’s Ethical
Corporate Management Best-Practice Principles
have established preventive measures against the
following:
(a) Offering and acceptance of bribes;
(b) illegal political donations;
(c) improper charitable donations or
sponsorship;
(d) offering or acceptance of unreasonable
presents or hospitality, or other improper
benefits;
(e) misappropriation of trade secrets and

59

Evaluation Item Implementation Status Deviations from the
“Ethical Corporate
Management Best
Practice Principles for
TWSE/GTSM Listed
Companies” and Reasons
Yes No Abstract Illustration
infringement of trademark rights, patent
rights, copyrights, and other intellectual
property rights;
(f) engaging in unfair competitive practices;
(g) damage directly or indirectly caused to the
rights or interests, health, or safety of
consumers or other stakeholders in the
course of research and development,
procurement, manufacture, provision, or sale
of products and services.
The aforementioned principles and related
regulations were announced and disseminated to
employees, managers and Board of Directors to
enhance integrity and self-discipline.
In order toprevent anyunethical conduct, all

60

Evaluation Item Implementation Status Deviations from the
“Ethical Corporate
Management Best
Practice Principles for
TWSE/GTSM Listed
Companies” and Reasons
Yes No Abstract Illustration
(3) Does the company provide clearly the
operating procedures, code of conduct,
disciplinary actions, and appeal procedures in
the programs against unethical conduct? Does
the company enforce the programs above
effectively and perform regular reviews and
amendments?
employees must disclose any matters that have or
may have the appearance of undermining the
Principle, such as any actual or potential conflict
of interest. Key employees and senior officers
must periodically declare their compliance status
with the Principle. Machvision requires all our
suppliers, vendors and partners to declare in
writing that they will not engage in any fraud or
provide unethical conduct when dealing with the
Company or our officers and employees. Internal
and external online hotlines have been established
for any relevant persons to use in reporting any
ethical irregularities for personal investigation by a
designated senior management of Machvision. The
Company reviews and revises the principle each
year.

61

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from the
“Ethical Corporate
Management Best
Practice Principles for
TWSE/GTSM Listed
Companies” and Reasons
Yes No Abstract Illustration
2. Fulfill operations integrity policy
(1) Does the company evaluate business partners’
ethical records and include ethics-related clauses
in business contracts?
(2) Does the company have a unit responsible for
ethical corporate management on a full-time
basis under the Board of Directors which
reports the ethical corporate management
policy and programs against unethical conduct
regularly (at least once a year) to the Board of
Directors while overseeingsuch operations?

The Company holds annual business meetings,
conveying our integrity requirements to all our
business partners. In addition, an ethic-related
clause is included in every business contract. If
there is any breach of the clause, the Company
may terminate the partnership at any time without
any further obligation or compensation.
The administrative center is a dedicated unit for
promoting corporate integrity management. If
there is a violation of integrity, an
inter-departmental meeting will be held for
deliberation, and if it is a major violation of
integrity, it will be reported to the audit committee
or the board of directors in accordance with
None

62

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from the
“Ethical Corporate
Management Best
Practice Principles for
TWSE/GTSM Listed
Companies” and Reasons
Yes No Abstract Illustration
(3) Does the company establish policies to
prevent conflicts of interest and provide
appropriate communication channels, and
implement it?
relevant laws and procedures. Report to the audit
committee or the board of directors on relevant
implementation status every year.
The Company follows the Company Act, the
Securities and Exchange Act, Business Entity
Accounting Act, Political Donations Act, Law
Against Accepting Bribes Act, Government
Procurement Act, Act on Recusal of Public
Servants Due to Conflicts of Interest and other
relevant regulations for listed companies. The
Company also conducts due diligence before
trading with upstream and downstream companies
to minimize the risks. At the same time, the
Company has made a hotline available for
submissions of regardingconflicts of interest.

63

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from the
“Ethical Corporate
Management Best
Practice Principles for
TWSE/GTSM Listed
Companies” and Reasons
Yes No Abstract Illustration
(4) Does the company have effective accounting
and internal control systems in place to
implement ethical corporate management?
Does the internal audit unit follow the results
of unethical conduct risk assessments and
devise audit plans to audit the systems
accordingly to prevent unethical conduct, or
hire outside accountants to perform the
audits?
(5) Does the company regularly hold internal and
external educational trainings on operational
integrity?
The Company has established accounting and
internal control systems to ensure integrity in our
operations. After internal auditors have analyzed
and reviewed the annual audit program according
to the risk evaluation results, the Company will
compiles them into an audit report.
The Company carries out regular training for
employees every quarter. For new employees,
training on ethical rules, conflicts of interest,
business morals, and all other related subjects are
carried out during their first week of work. All
employees are required to receive integrity training
for at least two hours eachyear.

64

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from the
“Ethical Corporate
Management Best
Practice Principles for
TWSE/GTSM Listed
Companies” and Reasons
Yes No Abstract Illustration
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 in place standard
operating procedures for investigating
accusation cases, as well as follow-up actions
and relevant post-investigation confidentiality
measures?
The Company establishes various reporting
channels so that employees and relevant people
can report improper business behaviors through
the system. After a confidential investigation,
anyone who violates the regulations on operational
integrity will be punished according to the
Company’s regulations on reward and punishment.
In cases of illegal conduct, legal actions will be
taken as well.
The Company has in place SOPs authorized by the
Board which could be applied on any confidential
investigations and follow-up actions on such cases
after completing investigation.

None

65

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from the
“Ethical Corporate
Management Best
Practice Principles for
TWSE/GTSM Listed
Companies” and Reasons
Yes No Abstract Illustration
(3) Does the company provide proper
whistleblower protection?
The Company takes whistleblower protection
seriously since the core purpose is protection from
unlawful reprisal for diligent employees who step
forward to identify potential wrongdoing. The
Company has a dedicated hotline for
whistleblower protection whether first-line
managers and the Board if necessary, can directly
review and determine appropriate actions against
reprisal of complaints.
4. Strengthening information disclosure
(1) Does the company disclose its ethical corporate
management policies and the results of its
implementation on the company’s website and
MOPS?
The Company’s Ethical Corporate Management
Best-Practice Principles and the results of our
implementation have been posted on the
Company’s Chinese / English website and MOPS.
None

66

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from the
“Ethical Corporate
Management Best
Practice Principles for
TWSE/GTSM Listed
Companies” and Reasons
Yes No Abstract Illustration
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.
There have been no differences.
6. Other important information to facilitate a better understanding of the company’s ethical corporate management policies (e.g., review and
amend its policies).
(a) To implement the basics of ethical corporate management policies, the Company operates under the Company Act, Securities and
Exchange Act, Businesses Entity Accounting Act, related regulations for TWSE -Listed Companies, and other laws and decrees
concerning business transactions.
(b) The Company has set up the "Management Procedures for Preventing Insider Trading", which specifies that directors, supervisors,
managers, and employees are not allowed to reveal inside information to others or to inquire non-public information that is irrelevant to
his/her business scope.
(c) For more detailed information, please refer to the Company’s official website:
http://www.machvision.com.tw/index.php/zh-tw/responsibility/03

Note: Regardless of whether the evaluation item is achieved or not, the company shall state an appropriate explanation.

67

3.3.7 Corporate Governance Guidelines and Regulations

Please refer to the Company’s website at www. machvision.com

3.3.8 Other Important Information Regarding Corporate Governance

None.

3.3.9 Internal Control Systems

A. Disclosures Required for the Implementation of the Internal Control System

Please refer to page 51 of the Chinese annual report.

B. Penal Provisions

If there has been any legal penalty against the company and its internal personnel, or any disciplinary penalty by the company against its internal personnel for violation of the internal control system, during the most recent fiscal year or during the current fiscal year up to the publication date of the annual report, where the result of such penalty could have a material effect on shareholder interests or securities prices, the annual report shall disclose the penalty, the main shortcomings, and condition of improvement: None.

3.3.10 Major Resolutions of Shareholders’ Meeting and Board Meetings

Shareholders’ meeting

Date 2020/05/29

Major resolutions Results
2019 annual financial report and
annual business report.
Comply with the resolution result. Please
refer to the Company’s website.
2019 earnings distribution. Ex-dividend record date:2020/06/21
Cash dividends payment date: 2020/07/14.
Total Amount NTD 447,282,340.
NTD10(Per Share)
Amendment to the Procedures for the
Acquisition and Disposal of Assets.
Approved. Please refer to the Company’s
website.
Amendment to the Rules of
Procedures for Shareholder meetings.
Approved. Please refer to the Company’s
website.

68

Board meeting

Board meeting
Date Major resolutions
2020/2/5 1. The amount of employees and director compensation.
2. 2019 annual financial report.
3. 2019 annual business report.
4. 2019 Internal Control System Statement.
5. Cash capital increase through issuance of common shares.
6. Convening 2020 Shareholders meeting
7. Plan to build the R&D center and change the construction site.
2020/3/27 1. The manager share subscription rules and the number of manager
subscribed share.
2. 2019 earnings distribution.
3. Amendment to the Rules of Procedures for Shareholder meetings.
4. Convening of 2020 annual shareholdersmeeting (newly added
reasons for convening)
5. The follow-upschedule andplan of 2020 cash capital increase.
2020/5/4 1. Report on the financial report for the first quarter of 2020.
2. The bank guarantee quota contract.
3. Appointment of the finance and accounting officer.
4. Salaryof the new financial and accountingsupervisor.
2020/5/29 1. Liquidation of Machvision Holding (Samoa) Limited.
2. Increasinginvestment in China.
2020/7/31 1. Financial statements for the second quarter of 2020.
2. Distribution of remunerations to directors (including independent
directors) for 2019.
3.Distribution of remunerations to managers and employees for 2019.
4. Routine adjustment in the salary of manager for 2020.
5. Business report for the first half of 2020.
6. Distribution of earnings for the first half of 2020.
7.Explanation on accounts receivable having been overdue for three
months after the normal creditperiod and in substantial amounts.
2020/11/3 1. Amendment to theAuthority of Approval.
2. Amendment to theRemuneration Committee Charter.
3. Amendment to theProcedures for Loaning of Funds.
4.Replacement of the certified public accounts (due to internal
rotation within the accounting firm).
5. Financial statements for Q3 of 2020
6. Appointment of an corporategovernance officer.

69

Date Major resolutions
7. Signing and renewal of short-term loan facility agreements.
8.Explanation on accounts receivable having been overdue for three
months after the normal creditperiod and in substantial amounts.
20209/12/24 1. 2020 Accountant appointment.
2. 2020 annual audit plan.
3.Renewed the "Directors, Supervisors and Managers' Liability
Insurance" through Tokio Marine Newa Insurance Co., Ltd
4. 2020 annual businessplan.

3.3.11 Major Issues of Record or Written Statements Made by Any Director or Supervisor Dissenting to Important Resolutions Passed by the Board of Directors: None

3.3.12 Resignation or Dismissal of the Company’s Key Individuals, Including the Chairman, CEO, and Heads of Accounting, Finance, Internal Audit, Corporate Governance and R&D

05, 04, 2021

05, 04, 2021
Title Name Date of
Appointment
Date of
Termination
Reasons for
Resignation or
Dismissal
Financial and
Accounting Director
TSAI/CHIA-FEN 11/11/2014 04/15/2020 position
adjustment

3.4 Information Regarding the Company’s Audit Fee and Independence

3.4.1 Audit Fee

Accounting
Firm
Name of CPA Period Covered by CPA’s Audit Remarks
KPMG HUANG/BO-SHU
YU/AN-TIEN
2020.01.01~2020.06.30 internal rotation
within the
accounting firm
KPMG HUANG/BO-SHU
WU/ CHUNG-SHUN
2020.07.01~2020.12.3

Note: If the Company has changed CPA or Accounting Firm during the current fiscal year, the company shall report the information regarding the audit period covered by each CPA and the replacement reason.

70

Fee Items
Fee Range
Fee Items
Fee Range
Audit Fee Non-audit
Fee
Total
1 Under NT$ 2,000,000
2 NT$2,000,001 ~ NT$4,000,000
3 NT$4,000,001 ~ NT$6,000,000
4 NT$6,000,001 ~ NT$8,000,000
5 NT$8,000,001 ~ NT$10,000,000
6 Over NT$100,000,000

Unit: NT$ thousands

Accounting
Firm

Name of CPA
Audit
Fee
Non-audit Fee Non-audit Fee Non-audit Fee Non-audit Fee Non-audit Fee Period Covered
by CPA’s Audit
Remarks

System
of
Design
Company
Registration

Human
Resource
Others Subtotal
KPMG HUANG/BO-SHU 2,370 - 2020.01.01
~
2020.06.30
YU/AN-TIEN
HUANG/BO-SHU - 2020.07.01
~
2020.12.3
WU/
CHUNG-SHUN

71

3.4.2 Replacement of CPA

A. Regarding the former CPA

Replacement Date NOV. 3, 2020 NOV. 3, 2020 NOV. 3, 2020 NOV. 3, 2020 NOV. 3, 2020
Replacement reasons
and explanations
Internal rotation within the accounting firm.
Describe whether the
Company terminated or
the CPA did not accept
the appointment
Parties
Status

CPA
The Company
Termination of
appointment
- -
No longer accepted
(continued)
appointment
- -
Other issues (except for
unqualified issues) in
the audit reports within
the last two years

None
Differences with the
company
Yes - Accounting principles or practices
- Disclosure of Financial Statements
- Audit scope or steps
- Others
None
Remarks/specifydetails:
Other Revealed
Matters
None

72

B. Regarding the successor CPA

Name of accounting firm KPMG
Name of CPA HUANG/BO-SHUandWU/ CHUNG-SHUN
Date of appointment NOV 03, 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 issue prior to the
engagement.
None
Succeeding CPA’s written opinion of
disagreement toward the former CPA
None

3.4.3 Audit Independence

The Company’s Chairman, Chief Executive Officer, Chief Financial Officer, 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 2020.

3.5 Changes in Shareholding of Directors, Supervisors, Managers and Major Shareholders

Unit: Shares Unit: Shares
Title Name 2020 As of Mar. 30,2021
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Chairman WANG/GUANG-SHIAH 60,387
Director YU/MING-CHANG 15,990
Director CHANG/YUNG-YANG 41,111
Director CHUANG/YUNG-SHUN
51,062
Director YAN/WEI-CHYUN 10,565
Director CHEN/FU-SHEN 6,034(5,000)
Independent LEE/TSU-DER

73

Title Name 2020 2020 As of Mar. 30,2021 As of Mar. 30,2021
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Director
Independent
Director
YEN/TZONG-MING -
Independent
Director
DU/MING-HAN -
Business
Deputy
General Manager

TSENG/WEI-LUN
-
R&D
Deputy
General Manager

WANG/YUAN-NAN
4,000
Finance and
AccountingOfficer
TSAI/CHIA-FEN -
Finance and
Accounting Officer
Corporate
governance officer

WEN/PEI-CHUN
-

3.5.1 Shares Trading with Related Parties: None

3.5.2 Shares Pledge with Related Parties: None

3.6 Relationship among the Top Ten Shareholders

As of 03/30/2020 As of 03/30/2020 As of 03/30/2020 As of 03/30/2020 As of 03/30/2020 As of 03/30/2020 As of 03/30/2020
Name Current
Shareholding
Spouse’s/minor’s
Shareholding
Shareholding
by Nominee
Arrangement
Name and Relationship Between
the Company’s Top Ten
Shareholders, or Spouses or
Relatives Within Two Degrees
Remarks
Shares % Shares % Shares % Name Relationship
Nan Shan Life Insurance
Company, Ltd
RepresentativeChen /Tang
2,181,000
-
4.88%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
WANG/GUANG-SHIAH 1,426,740 3.19% 72,426 0.16% - - EN-LIN Investment Spouses -
CHANG/YUNG-YANG 1,333,904 2.98% - - - - - - -
AAEON Technology Inc.
Representative:
CHUANG/YUNG-SHUN
1,180,198
417,711
2.64%
0.93%
-
-
-
-
-
-
-
-
-
FU-LI Investment
-
Shareholder
-
-
YU/MING-CHANG 1,073,940 2.40% 16,636 0.04% - - - - -
FU-LI Investment and Trading
Limited
Representative:
978,209
417,711
2.19%
0.93%
-
-
-
-
-
-
-
-
-
AAEON Technology Inc.
-
Shareholder
-
-

74

Name
CHUANG/YUNG-SHUN
Current
Shareholding
Current
Shareholding
Spouse’s/minor’s
Shareholding
Spouse’s/minor’s
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Name and Relationship Between
the Company’s Top Ten
Shareholders, or Spouses or
Relatives Within Two Degrees
Name and Relationship Between
the Company’s Top Ten
Shareholders, or Spouses or
Relatives Within Two Degrees
Remarks
Shares % Shares % Shares % Name Relationship
Qunyi Jinding Securities Co.,
Ltd. is entrusted with the
custody of the investment
account of Ruili International
Co., Ltd
Representative: NA
840,000 1.88%
EN-LIN Investment
Representative: :WU/HSIU-MEI
745,455
72,426
1.67%
0.16%
-
1,426,740
-
3.19%
-
-
-
-
-
WANG/GUANG-SHIAH
-
Spouses
-
-
CAPITALSECURITIES CORP.
Customer Investment Account
Representative: NA
496,000 1.11
JPMorgan Managed Advanced
Stars advanced aggregate
International Equity Index
426,775 0.95% - - - - - - -
Representative: NA - - - - - - - - -

3.7 Ownership of Shares in Affiliated Enterprises

12/31/2020 Unit: shares/ %

Affiliated Enterprises Ownership by the
Company
Ownership by the
Company
Direct or Indirect Ownership by
Directors/Supervisors/Managers
Direct or Indirect Ownership by
Directors/Supervisors/Managers
Total Ownership Total Ownership
Shares % Shares % Shares %
MACHVISION INC. (Samoa) 3,463,650 100.00% - - 3,463,650
100.00%
Autovision Technology Inc. 900,000
45.00%

60,000

3.00%

960,000

48.00%
Sigold Optics Inc. 6,316,330
49.47%

261,744

2.05%
6,578,074
51.52%
Machvision Korea Co., Ltd. 10,000 100.00% - - 10,000
100.00%
ChipAI Co., LTD. 1,800,000
90.00%
- - 1,800,000
90.00%
RedPay Co., Ltd.(Note 2) 500,000
50.00%

25,000

2.50%

525,000

52.50%
Avountes Inc.( Note 2) 400,000
40.00%

50,000

5.00%

450,000

45.00%
Dongguan muxin intelligent
equipment Co.,Ltd
510,000
51.00%

510,000

51.00%
SISSCA Co.,Ltd. 770,000
70.00%

770,000

70.00%

Note 1: Investment using the equity method.

Note 2: In order to integrate group resources, RedPay Co., Ltd (Dissolved company)

and Avountes Inc. (Surviving company) merged. The base date of the merger was March 5, 2020. It was completed on April 15, 2020.

75

IV. Capital Overview

4.1 Capital and Shares

4.1.1 Source of Capital

A. Issued Shares

Unit: NTD$ /share

Unit: NTD$/share Unit: NTD$/share Unit: NTD$/share
Date Par
Value
(NT$)
Authorized Capital Paid-up capital Remarks
Shares Amount
(NT$ thousands)
Shares Amount
(NT$ thousands)
Sources of Capital Capital
Increased
by
Assets
Other
than Cash
Other
06/98 10 3,990,000
39,900,000
3,990,000
39,900,000
Set up capital 39,900,000 - Note 1
06/03 10 10,000,000 100,000,000 5,770,000
57,700,000
Capital increase by retained
earnings 15,960,000
Employee bonus1,840,000
- Note 2
05/04 10 10,000,000 100,000,000 7,100,000
71,000,000
Capital increase by retained
earnings 11,540,000
Employee bonus 1,760,000
- Note 3
06/05 10 10,000,000 100,000,000 10,000,000 100,000,000 Capital increase by retained
earnings 25,560,000
Employee bonus 3,440,000
- Note 4
06/06 10 25,000,000 250,000,000 14,000,000 140,000,000 Capital increase by retained
earnings 35,500,000
Employee bonus4,500,000
- Note 5
02/07 20 25,000,000 250,000,000 16,100,000 161,000,000 Capital increase
21,000,000
- Note 6
08/07 10 25,000,000 250,000,000 19,491,939 194,919,390 Capital increase by retained
earnings 28,175,000
Employee bonus5,744,390
- Note 7
09/08 10 25,000,000 250,000,000 22,549,635 225,496,350 Capital increase by retained
earnings 25,339,520
Employee bonus5,237,440
- Note 8
01/11 26 50,000,000 500,000,000 25,556,635 255,566,350 Capital increase by cash
30,070,000
- Note 9
08/11 10 50,000,000 500,000,000 30,667,962 306,679,620 Capital increase by retained
earnings 51,113,270
- Note 10
08/12 10 50,000,000 500,000,000 33,734,758 337,347,580 Capital increase by retained
earnings 30,667,960
- Note 11
07/13 10 50,000,000 500,000,000 37,108,234 371,082,340 Capital increase by retained
earnings 33,734,760
Note 12
10/13 56 50,000,000 500,000,000 42,608,234 426,082,340 Capital increase by cash
55,000,000
Note 13
05/20 250 50,000,000 500,000,000 44,728,234 447,282,340 Capital increase by cash
21,200,000
Note 14

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Note 1: The capital increase was approved by the Construction Department of Taiwan Provincial Government on June 9, 1998. The approved no. was: 87 Jiansanfa No. 178035.

Note 2: The capital increase was approved by the Hsinchu Science and Technology Park Administration on August 27, 2003. The approved no. was: No. 0920024715.

Note 3: The capital increase was approved by the Hsinchu Science and Technology Park Administration on August 12, 2004. The approved no. was: No. 0930021607.

Note 4: The capital increase was approved by the Hsinchu Science and Technology Park Administration on October 3, 2005. The approved no. was: No. 0940026593.

Note 5: The capital increase was approved by the Hsinchu Science and Technology Park Administration on September 19, 2006. The approved no. is: No. 0950024184.

Note 6: The capital increase was approved by the Hsinchu Science and Technology Park Administration on February 27, 2007. The approved no. is: No. 0960005155.

Note 7: The capital increase was approved by the Hsinchu Science and Technology Park Administration on August 24, 2007. The approved no. is: No. 0960022602.

Note 8: The capital increase was approved by the Hsinchu Science and Technology Park Administration on September 24, 2008. The approved no. is: No. 0970026326.

Note 9: The capital increase was approved by the Hsinchu Science and Technology Park Administration on February 10, 2011, and approval number was: No. 1000004086.

Note 10: The capital increase was approved by the Hsinchu Science and Technology Park Administration on August 23, 2011. The approved number was: No. 100025501.

Note 11: The capital increase was approved by the Hsinchu Science and Technology Park Administration on August 10, 2010. The approved number was: No. 1010024643.

Note 12: The capital increase was approved by the Hsinchu Science and Technology Park Administration on July 31, 2013. The approved number was: No. 1020022636.

Note 13: The capital increase was approved by the Hsinchu Science and Technology Park Administration on November 14, 2013. The approved number was: 1020032941.

Note 14: The capital increase was approved by the Hsinchu Science and Technology Park Administration on May 22, 2020. The approved number was: 1090013900.

B. Type of Stock

Share Type Authorized Capital Remarks
Issued Shares Un-issued Shares Total Shares
Common stock 44,728,234 5,271,766 50,000,000 -

C. Information for Shelf Registration: not applicable.

4.1.2 Status of Shareholders

As of 12/31/2019 As of 12/31/2019
Item Government
Agencies
Financial
Institutions
Other
Juridical
Persons
Domestic
Natural
Persons
Foreign
Institutions &
Natural Persons
Total
Number of
Shareholders
- 2 168 14,070 93 14,333
Shareholding
(shares)
- 2,184,367 4,499,253 33,465,081 4,579,533 44,728,234
Percentage - 4.88% 10.06% 74.82% 10.24% 100%

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4.1.3 Shareholding Distribution Status

A. Common Shares

A. Common Shares
As of 3/30/2021
Class of Shareholding
(Unit: Share)
Number of
Shareholders
Shareholding (Shares) Percentage
1-999 5,861
370,546

0.83%
1,000-5,000 7,328
12,544,839

28.04%
5,001-10,000 619
4,535,570

10.13%
10,001-15,000 224
2,753,654

6.16%
15,001-20,000 77
1,369,176

3.06%
20,001-30,000 83
2,055,594

4.60%
30,001-40,000 43
1,514,688

3.39%
40,001-50,000 27
1,190,428

2.66%
50,001-100,000 36
2,620,336

5.86%
100,001-200,000 18
2,512,345

5.62%
200,001-400,000 5
1,744,820

3.90%
400,001-600,000 4
1,756,792

3.93%
600,001-800,000 1
745,455

1.67%
800,001-1,000,000 2
1,818,209

4.07%
1,000,001股以上 5
7,195,782

16.08%
合計 14,333
44,728,234

100.00%

B. Preferred Shares: not applicable.

4.1.4 List of Major Shareholders

4.1.4 List of Major Shareholders
As of 3/30/2021
Shareholder's Name Shares **Percentage **
Nanshan Life Insurance Co., Ltd. 2,181,000
4.88%
WANG/GUANG-SHIAH 1,426,740
3.19%
CHANG/YUNG-YANG 1,333,904
2.98%
AAEON Technology Co., Ltd. 1,180,198
2.64%
YU/MING-CHANG 1,073,940
2.40%
Fu Li Investment Co., Ltd. 978,209
2.19%
Qunyi Jinding Securities Co., Ltd. is entrusted with the custody of the
investment account of Ruili International Co., Ltd
840,000
1.88%
En Lin Investment Co., Ltd. 745,455
1.67%
CAPITALSECURITIES CORP. Customer Investment Account 496,000
1.11%
JPMorgan Managed Advanced Stars advanced aggregate International
Equity Index
426,775
0.95%

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4.1.5 Market Price, Net Worth, Earnings, and Dividends per Share

Unit: NT$
Items 2019 2020 01/01/2021-03/31/2021
Market Price per Share
Highest Market Price 493.5 439.5 302
Lowest Market Price 276 201.5 258.5
Average Market Price 377.65 314.64 281.60
Net Worth per Share
Before Distribution 44.82 56.31 52.12
After Distribution 34.33 47.31 Not distribute yet
Earnings per Share
Weighted Average Shares
(thousand shares)
42,608 43,952 44,728
Diluted Earnings Per Share 20.01 15.02 4.81
Adjusted Diluted Earnings Per Share 20.01 15.02 Not distribute yet
Dividends per Share
Cash Dividends 10.49755641
(4)
3 (5) Not distribute yet
Stock Dividends
 Dividends from Retained Earnings - - Not distribute yet
 Dividends from Capital Surplus - 9 Not distribute yet
Accumulated Undistributed Dividends - - -
Return on Investment
Price / Earnings Ratio (Note 1) 18.33 20.95 58.37
Price / Dividend Ratio (Note 2) 34.95 26.22
Cash Dividend Yield Rate (Note 3) 0.03 0.04

Note 1: Price / Earnings Ratio = Average Market Price / Earnings per Share Note 2: Price / Dividend Ratio = Average Market Price / Cash Dividends per Share Note 3: Cash Dividend Yield Rate = Cash Dividends per Share / Average Market Price Note 4: Calculated based on the number of outstanding shares on the day of the resolution of the board of directors on March 27, 2020. Note 5: First half dividend of NT$3.

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4.1.6 Dividend Policy and Implementation Status

A. Dividend Policy

If earnings are available for distribution at the end of a fiscal year, 10% of net earnings – that is, after offsetting any loss from prior year(s) and paying all taxes and dues – shall be set aside as legal reserve and appropriated in accordance with the Securities Exchange Law. The remaining net earnings can be distributed along with prior accumulated unappropriated retained earnings. The Board of Directors will consider the above-mentioned factors when making the dividend distribution proposal. Cash Dividends will be distributed in accordance with the resolution approved by the Board of Directors. Stock dividend will be distributed in accordance with the resolution approved by the Board of Directors and discussed at the annual shareholders’ meeting.

B. Proposed Distribution of Dividend

The proposal for the distribution of first half 2020 profits was passed at the meeting of the Board of Directors. Cash dividend of NT$134,184,702, allotted for each share of NT$3. And Cash Dividend of APIC NT$402,554,106, and the allotment per share was NT$9.

4.1.7 Compensation of Employees, Directors and Supervisors

  • A. Information Relating to Compensation of Employees, Directors and Supervisors in the Articles of Incorporation

Article 26 of the Articles of Incorporation stipulates that: "From the profit earned by the Company as shown through the annual account closing, no less than 5% shall be taken for employee compensation, and no more than3% taken for directors’ and supervisors’ compensation, provided that the amount of accumulated loss, if any, be first withheld.”

  • B. The basis for estimating the amount of employee, director, and supervisor 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.

  • C. Distribution of Compensation of Employees, Directors for 2020 Approved in the Board of Directors Meeting: EPS is NT$15.02 after the compensation of employees, directors and supervisors.

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  • D. Information of 2019 Distribution of Compensation of Employees, Directors and Supervisors (with an indication of the number of shares, monetary amount, and stock price, of the shares distributed) and, if there is any discrepancy between the actual distribution and the recognized employee, director, or supervisor compensation, additionally the discrepancy, cause, and how it is treated.
Employee Compensation – in Cash 97,368
Directors' and Supervisors' Compensation 17,931

The above-mentioned actual distribution of compensation of employees, directors and supervisors was in line with the resolution of the Board of Directors.

4.1.8 Buy-back of Treasury Stock: Not applicable.

4.2 Bonds: Not applicable.

4.3 Global Depository Receipts: Not applicable.

4.4 Employee Stock Options: Not applicable.

4.5 Status of New Shares Issuance in Connection with Mergers and Acquisitions:

Not applicable.

4.6 Financing Plans and Implementation

Please refer to page 65 of the Chinese annual report.

4.6.1 Finance Plans

  • A. For each uncompleted public issue or private placement of securities, and for such issues and placements that were completed in the most recent three years but have not yet fully yielded the planned benefits.

  • B. Source of funds

4.6.2 Implementation

The above is not applicable.

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V. Operational Highlights

5.1 Business Activities

5.1.1 Business Scope

  • (1)Main contents of business

CB01010 Mechanical equipment manufacturing

CE01010 General Instrument manufacturing

CE01030 Optical instrument manufacturing

I301010 Information software service

F401010 International trade

Research, develop, manufacture and market following products:

  • (a) Non-contact mechanical vision inspection system equipment (detection accuracy below 10μm)

  • a. BGA, CSP substrate inspection system equipment

  • b. LCD PANEL detection system equipment.

  • c. PCB high-speed hole measurement equipment

  • (b) Smart vision module

  • (c) Wire width detector

  • (d) Drill needle detector

  • (e) Arrow target analysis software

  • (f) Concurrently engage in import and export trade related to the above products

(2)Business share of major products

usiness share of majorproducts
Product value
Item

2020
Revenue
(NTD$thousand)
Operating
proportion(%)
Flexible board inspection series 587,643
24.51%
Inline inspection series 574,899
23.98%
Semiconductor testingseries 191,787
8.00%
Circuit inspection series 280,097
11.68%
Appearance inspection series 430,031
17.93%
Other testingseries 226,438
9.44%
Service 106,960
4.46%
2,397,855
100.00%

(3) Company's current commodity (service) projects

The company's specialization technology is divided into three parts, the first is appearance inspection (generalized AVI) technology, the second is two-dimensional and three-dimensional measurement (2D/3D measurement)

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technology, and the third is circuit inspection (general circuit AOI) technology, these three technologies can be applied in different industries, such as AVI can be applied to PCB and COF appearance final inspection, IC carrier appearance inspection, semiconductor Wafer Die visual inspection, active and passive components visual inspection and LCD defect inspection; The three-dimensional measurement technology is more widely used, such as PCB copper filling inspection, BGA Bump inspection, Wafer Bump inspection, SMT solder paste thickness inspection, etc.; in addition, circuit inspection technology can be used in PCB and COF circuit inspection, LCD Array end glass substrate and Touch panel circuit inspection. Since company's main testing core technology has been modularized, it is possible to quickly complete new testing system needed to develop in different industries. At the same time, AI deep learning technology is introduced and integrated into various testing devices, which can reduce false positive rate and reduce the manpower of rechecking. The following is a summary of existing developed test products in PCB/semiconductor/COF industry as follows:

  • (A) PCB drilling and forming process measurement and testing series

  • (a) High-speed hole position measuring machine Hole-AOI

  • (b) High speed hole inspection machine

  • (c) Universal size measuring machine EZ3D.

  • (B) PCB/COF circuit inspection series

  • (a) Film circuit inspection machine

  • (b) Wire width measure gauge

  • (c) Inner and outer circuit inspection machine

  • (C) HDI and IC carrier board inspection series

  • (a) Laser blind hole inspection machine Laservia-AOIM

  • (b) Blind hole filling copper depression detector 3D Profiler

  • (c) Tin ball bump detecting device

  • (d) 3D scanning inspection machine

  • (f) Auto stereoscopic image measuring machine

  • (g) Hard board appearance inspection machine

  • (h)Appearance inspection machine after flexible PCB/flexible PCB assembly

  • (i) IC carrier board inspection machine

  • (j) HDI circuit inspection machine

  • (k) Substrate Taster

  • (D) Semiconductor packaging and inspection series

  • (a) Wafer appearance visual inspection machine

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(b) COF Package appearance visual inspection machine

  1. New product (service) project planned to be developed

Introduce Industry 4.0 to assist customers in transforming smart manufacturing. In the high-end PCB market, such as: high-end HDI, soft boards, similar carrier boards and carrier boards, develop online circuit inspection machines and online blind hole inspection machines. Among them, the high-end PCB online line inspection machine is expected to develop a line specification of 15/15um line width and line spacing, and the corresponding minimum aperture developed by the online blind hole inspection machine is 40um. This specification complies with the application of the 5G market.

In the Flip Chip market, three types of automated inspection equipment are developed: Bump 3D inspection of Tray In / Tray Out, 3D inspection of plate warpage and appearance inspection. At the same time, it satisfies the various testing needs of customers for Flip Chip.

Develop Index AW Tester and Substrate Taster. Use AOI technology to assist the installation and adjustment of electric measuring fixtures. It can greatly simplify the fixture installation process and shorten the time to increase production capacity. In addition, it can detect the deviation of the probe during the learning process to assist in the correction of the needle offset to reduce the number of electrical retests. It can also reduce time waste and increase productivity.

5.1.2 Industry Overview

(1) Current status and development of industry

This company is specialized in machine vision inspection and measurement system equipment, with integrated optical imaging system, image processing, precision machinery and motion control technology. Our products are non-contact precision measurement and Automated Optical Inspection (AOI), provides a complete solution for mechanical vision applications. In addition to their ability to identify good and defective products, they also have high-precision 2D/3D measurement and quality control statistics functions. Company's current main products are used in printed PCB industry, including: PCB drilling and forming process measurement and testing, PCB circuit inspection, HDI and IC carrier board inspection equipment, etc. In recent years, we have also developed semiconductor packaging and testing industry detection

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of products. current status and development of related industries are as follows:

  • (A) Analysis of industrial development

Printed PCB (PCB) is a circuit design formed by printed PCBs by various electronic components, it serves as an important medium and carrier for communication between components, so that the functions of various components can be realized. It can be said that it is the foundation of electronic products, and is widely used in all electronic, communication, information appliances, automotive and aerospace products. Its categories are traditional single/double panels, multi-layer boards, HDI high-density inter-connection boards, IC carrier boards and flexible PCB. As the demand for electronic information and communication products expands, and tends to be light, thin, and multi-functional, the demand for PCB products (such as HDI, IC carrier boards and flexible boards) is going to be higher-order and finer, so for precision measurement or testing equipment, the demand will be more and more eager. Semiconductors are even more necessary for the development of high-precision detection of high-precision detection.

  • (a) Overview of the global PCB and semiconductor industry

According to statistics from IEK and TPCA, the world will be affected by the COVID-19 epidemic in 2020. It was originally expected that global circuit boards would face the dilemma of revenue decline. However, in the announced 2020/Q1~Q3 revenue judgment, the following figure shows the world in 2020. The global output value of circuit boards (including the output value of circuit board manufacturers engaged in post-production) is estimated to reach about 69.7 billion U.S. dollars, which is a growth rate of 9.4% compared to 2019. This output value and growth rate are quite large compared to the forecast at the beginning of the year. The main reasons for the gap are the following:

  • (1) The resumption period has been shortened and exceeded expectations.

The speed of resumption of work after the epidemic has exceeded expectations, except for the slower resumption of work in Hubei Province, which was severely affected by the epidemic In addition, other local production lines have resumed about 70% of production at the end of the first quarter, and the second In this quarter, most manufacturers have returned to normal production, and the impact of the shutdown was lower than expected.

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  • (2) Epidemic life drives high demand for some products

Although the epidemic has affected the demand for electronic products such as automobiles, smartphones, etc., it has also changed lifestyles due to the epidemic. For example, it has generated unexpected product demand, such as new communication and video equipment for remote online meetings, Tablet computers and game consoles driven by the housing economy. Working from home increases notebook sales

  • (3) 5G are not affected by the epidemic

No matter it is the base station and related infrastructure, or 5G terminal products, it has not stopped. Even many 5G products require higher-level circuit boards, such as ABF carrier boards for 5G base stations, high-speed super high-rise boards for communication equipment, AiP... of 5G mobile phones are all high-end circuit board products and have a higher average unit price. Therefore, the high-end and high-priced products of 5G will also drive the overall output value in 2020.

  1. Although the launch of well-known mobile phones has been delayed, they are still selling well.

  2. Downstream have a conservative attitude, and the inventory level has increased.

In order to avoid the occurrence of no materials to produce after the resumption of work, or the fear that the epidemic will worsen again and cause component suppliers to supply, so downstream electronic assembly plants are raising the safety stock level of various components, including circuit boards. All parts of the company feel the motivation of customers to pull goods due to increased inventory.

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==> picture [416 x 181] intentionally omitted <==

Source: TPCA; ITRI IEK (2021/03) Global and national PCB production scale trends

In terms of the semiconductor industry, as shown in the figure below, according to data released by the World Semiconductor Trade Statistics Organization (WSTS) on December 1, the semiconductor market will grow by 8.4% year-on-year in 2021, reaching 469.4 billion US dollars, a record high. It is worth noting that semiconductors are accelerating their growth. Starting in 2019, the three consecutive growth rates are -12%, 51%, and 8.4%.

WSTS also predicts that the global semiconductor market will grow by 8.4% in 2021, reaching US$469.4 billion, which is expected to hit a record high. Driven by double-digit growth in memory and optoelectronics, it is expected that all other product categories will also show positive growth, and all regions are expected to achieve growth in 2021. WSTS expects that with the exception of a small number of optoelectronics and discrete semiconductors, almost all types of semiconductors will have growth this year.

Due to the popularity of 5G, the demand for semiconductors and sensors is on the rise. WSTS expects memory chip sales this year to increase by 12.2% to 119 billion U.S. dollars, followed by sensors (up 7.4%) and logic chips (up 6.5%). WSTS believes that memory chips will also be the fastest-growing category in 2021, and it is predicted to increase by 13.3% next year.

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==> picture [366 x 198] intentionally omitted <==

Source: WSTS (2020/12) Global Semiconductor Market Forecast

  • (B) Taiwan PCB Industry Overview

In Taiwan’s PCB industry, according to the statistics of the Industrial Technology Research Institute’s IEK and TPCA, as shown in the figure below, the output value of Taiwan’s circuit boards in 2020 is approximately NT$696.3 billion. If calculated in original order dollars, the output value is approximately US$23.6 billion, compared to 2019. A substantial increase of 10.2% (converted to the Taiwan dollar, due to the sharp appreciation of the Taiwan dollar, the growth rate fell to 5.1%)

==> picture [416 x 140] intentionally omitted <==

Source of data: TPCA, Industrial Economics and Knowledge Center (IEK) at ITRI (2021/03)

The output value of Taiwanese-funded PCB

Quarterly review the operating conditions in 2020. It shows stepping up quarter by quarter. In 2020, there is a rare situation in which the output growth rate of Taiwanese businessmen in Taiwan is higher than that in the mainland. Taking the fourth quarter as an example, calculated in New Taiwan dollars, the quarter-on-year growth rate was 14.2%, and expanded to the entire year, the year-on-year growth rate was 12.6%. If converted into U.S. dollars, benefiting from the depreciation of the Taiwan dollar exchange rate, the quarterly growth was 17.0% year-on-year, and the year-on-year growth

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was 19.4% year-on-year.

==> picture [380 x 254] intentionally omitted <==

Source: TPCA, Industrial Economics and Knowledge Center (IEK) at ITRI (2021/01)

PCB Cross strait quarterly production value – NTD

==> picture [360 x 244] intentionally omitted <==

Source: TPCA, Industrial Economics and Knowledge Center (IEK) at ITRI (2021/01) PCB cross strait output trend – in USD

Observed from the trend of the PCB product structure in the figure below, the biggest highlight is that the IC carrier board is the only product that maintains double-digit annual growth in the four quarters due to the high-end

89

computing chips and high-speed memory driving the demand for advanced manufacturing processes. In 2020, it will gain the most with a high growth rate of 16%. The HDI board is also accelerating the development of Anylayer HDI with the high standardization of smart phones, and the annual growth rate of 9.6% is still performing well in the overall mobile phone market. In FPC products, the annual growth rate is 6%, mainly equipped with iPhone mobile phones and the demand for laptops has increased. In the fourth quarter, the demand for FPCs has increased significantly with an annual growth rate of over 20%. And the only declining FPC board product, the annual growth rate declined by 26.2%, mainly due to the redesign of AirPod and the impact of Huawei's ban, which led to a sharp decline in the product

==> picture [404 x 154] intentionally omitted <==

Source: TPCA, Industrial Economics and Knowledge Center (IEK) at ITRI (2021/01)

Taiwanese PCB Products Structure

The data in the figure below shows that in terms of PCB application market demand, as IC substrates are used in semiconductors, their application demand has grown substantially, with the highest annual growth rate of 16%. In addition, after the epidemic, remote meetings or online learning have been added. Sales of notebook computers and tablets have increased quarter by quarter from Q2, and computer applications have grown by 6.5%. With the revival of smart phones and the hot sale of iPhone 12, the Q4 single-quarter growth rate is second only to semiconductors, and the growth rate in 2020 will grow by 4%. The auto industry, which has been most affected by the epidemic, has its annual growth rate declining to 3.1%, but Q4 sales continued to improve with a positive growth of 1.4%, giving the auto industry more

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expectations in 2021.

==> picture [394 x 141] intentionally omitted <==

Source: TPCA, Industrial Economics and Knowledge Center (IEK) at ITRI (2021/01)

Taiwan application market structure

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(C) Overview of PCB industry in mainland China and other countries

In 2020, China's PCB board factories were affected by the unfavorable factors of the epidemic, and Q1 revenues generally declined, but they resumed work from all parts of Q2. Coupled with the spread of foreign epidemics, orders flooded into regions with relatively stable epidemics. Among them, 5G communications, computers, etc. grew the most , Allowing China's PCB board factory revenue to grow against the trend in 2020. According to statistics, the cumulative revenue of China's 22 main listed circuit board companies in 2020 Q1~Q3 was 54.6 billion yuan, a growth of 15% over the same period last year, of which Shenghong, Shengyi, Junya, Jesse, and Guangpu grew by more than 30%.

==> picture [417 x 124] intentionally omitted <==

Note Revenue from Q1 ~ Q3.

Source: TPCA, Industrial Economics and Knowledge Center (IEK) at ITR (2021/01)

Revenue of China PCB company in 2020 Q1to Q3.

According to CPCA (China Electronic Circuit Industry Association) in 2019, the top 100 domestically-funded PCB companies in China were counted, of which listed companies accounted for about 61% of total revenue. If the overall output value of China's PCB listed companies in the first three quarters of 2020 is estimated based on this ratio, the output value of China's PCB in 2020 will be approximately RMB 119.3 billion (excluding Hong Kong). According to the contents of the public expansion plans of each company, the future revenue growth is reasonably estimated with a utilization rate of about 70%, and the estimated growth rate is about 13% to 15%. With the acceleration of capital expenditure expansion and increased production capacity, the average annual growth rate of Chinese PCB board factories in the next three years will be 15%-18%. If the respective growth trends of the board factories on both sides of the strait remain unchanged, TPCA predicts that China will be in 2024. PCB board factories are expected to catch up with the overall scale of Taiwan PCB board factories.

Looking at the world's major circuit board manufacturers, Taiwan and Chinese manufacturers have maintained growth, and Japanese manufacturers

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have shifted their focus to carrier boards. In 2020, the revenue of Japanese board manufacturers will gradually stop falling and maintain the revenue scale of 2019. However, Meiko and CMK, which are mainly used by Japanese board manufacturers in automotive boards, have experienced a decline of more than double digits, which is a significant decline. South Korean manufacturers showed slight growth as a whole. Similar to the Japanese market, they mainly developed the substrate market, including Simmtech and LG Innotek, both of which had double-digit growth. However, South Korean board manufacturer Daeduck suffered from poor sales of cars and Samsung mobile phones, and soft board manufacturer Interflex lost to other soft board manufacturers. Both of them suffered a sharp double-digit decline. The next two figures are the operating data of the PCB industry in Japan and South Korea in the first three quarters of 2020.

==> picture [334 x 124] intentionally omitted <==

註:僅計算 PCB 產品營收

Source: TPCA, Industrial Economics and Knowledge Center (IEK) at ITRI (2021/02)

Revenue of Japan PCB company in 2020 Q1~Q3

==> picture [337 x 113] intentionally omitted <==

Source: TPCA, Industrial Economics and Knowledge Center (IEK) at ITRI (2021/02) Revenue of Korea PCB company in 2020 Q1~Q3

(D) Development of application markets

After experiencing the COVID-19 epidemic, the overall demand for the global electronic terminal product market will gradually increase in 2020. The following table shows the results of Gartner's statistics for 2020Q4. Mobile phones have grown slightly, but under the fermentation of the housing economy, PCs and tablets have both experienced double-digit

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growth. , Only servers declined 5.5% compared to 2019Q4. The overall trend is explained below.

xplained below.
Item Shipments(million/pcs) Growth rate
Cell phone 456.7 3.0%
PC 91.6 26.1%
Pad 52.2 19.5%
Server 3.7 -5.5%

Source Gartner; IDC; IEK

Global shipment statistics in 2020

(a) Mobile phone market development

With the reopening of the global economy in 2020Q4, the demand for smartphones that has been suppressed by the epidemic will resume. The attitude of major international brands in the promotion of 5G equipment has also turned positive as the second half of the year enters the peak season. Telecom operators have adopted Discounts or promotions are used to drive the buying of 5G smartphones, and the continued penetration of 5G smartphones in the low- and mid-range price range makes it easier for consumers to acquire them. The above are all factors that make smartphone sales perform well. The data shows fourth Global smartphone shipments in the quarter were 385.9 million units, an increase of 4.3% from the same period last year, showing a situation different from the recession in the first three quarters. However, for the whole year, even though the fourth quarter has seen a significant recovery, it still cannot offset the huge sales gap caused by the impact of the epidemic in the first half of the year. As a result, global smartphone shipments for the entire year of 2020 will still end with a 5.7% decline.

For individual brands, Apple s delayed launch of new phones with four different prices with iPhone 12 series was welcomed by the market, increasing by 22.2% compared to 2019Q4. Shipment set a record for Apple s single-season shipments, with 23.4% as the top market. Take up. Samsung, which retreated to the second place, grew shipments by 6.2% year-on-year, and its 19.1% market share was also better than 2019Q4. Xiaomi and OPPO, ranked third and fourth, have market share of 11.2% and 8.8%, respectively,

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sharing the market that Huawei has lost due to US sanctions. Huawei, which fell to the fifth place in the ranking, continued to decline in sales volume under US sanctions, and its market share fell from 20.0% in 2020Q2 to 8.4% in 2020Q4

==> picture [333 x 106] intentionally omitted <==

Source:IDC (2021/1)

Top five smart phone Supplier of 2020

(b) PC market development

Different from the negative impact of smartphones due to the epidemic, the PC market has become a beneficiary industry due to consumers demand for remote work and learning, with 11.2% and 14.6% in the second and third quarters. After YoY's high growth, it was originally expected that the fourth quarter would slow down. Unexpectedly, as the scope of the international epidemic continues to expand, the fourth quarter accelerated its expansion with an annual growth rate of 26.1%, driving the full-year PC sales volume of 2020 to 296.8 One million units, with a growth rate of 11.5%. On the whole, the 2020 global PC market will show a quarterly increase in both sales volume and annual growth rate. In addition, due to the comprehensive impact of the epidemic, consumer models that originally accounted for a higher proportion of sales will once again replace high-end business models. Become a leader in driving the growth of global PC sales. In terms of regions, shipments in major regions around the world have shown varying degrees of growth. Among them, the relatively severe epidemic in the United States combined with the fact that it was originally a major consumer country, caused the sales of notebook computers to record the largest increase in 20 years in the fourth quarter; Latin America The market has also maintained double-digit growth for the second consecutive quarter; mainland China in the Asia-Pacific region has been relatively mildly affected by the epidemic due to continued economic growth, and consumer spending on business laptops has been relatively stable.

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(c) Pad market development

The global Pad market is still benefiting from the fermentation of long-distance business opportunities driven by the impact of the epidemic, including: learning, video, home office, entertainment, business and education. Driven by market demand, continued to inject momentum, shipments in the fourth quarter reached 52.2 million units, with an annual growth rate of 19.5%, setting the highest single-season level since 49.9 million units in the fourth quarter of 2017, and also driving global tablet production in 2020. The volume reached 164 million units, an annual growth of 13.6%. However, in the long run, due to the lack of innovation and product positioning between smartphones and notebooks, the lack of significant driving factors and the strong competition from the above two products, the sales volume of tablets is basically the same. The market is not easy to expand significantly, and even faces a long-term trend of slowing demand and continued decline. Even if the sudden epidemic makes the tablet a bright product in 2020, it can basically only be regarded as a short-term profit.

(d) Server market development

The global server market shipments in the fourth quarter were 3.665 million units, a 5.5% decline from the same period in 2019, mainly due to the impact of the epidemic on the global economy, and corporate spending tends to be conservative, including: corporate IT purchases and large-scale IT purchases ( Hyper-scale) server product or service provider demand has slowed down compared with the first half of the year, so the six major shipping regions all showed a decline in the fourth quarter. In addition to the impact of the decline in corporate demand due to the epidemic in Japan, Microsoft Windows Server 2008 has also terminated related support, resulting in a 13% decline in shipments; Latin America has delayed IT procurement due to the unstable political and economic environment. The decline in goods was 16.2%, the largest decline in the six major regions. However, from a global perspective, due to the good sales performance in the first half of the year, 2020 will still show a slight growth on average throughout the year.

  • (e) Automotive electronics market development

The restrictions on the movement of people have made automobiles

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a victim of the epidemic. In particular, in the first half of the year, mainland China and major automobile demand regions in the world set unprecedented recession records in the first and second quarters respectively. After entering the second half of the year, due to the gradual relaxation of economic activities in various countries Restrictions have caused auto sales to rebound rapidly from the bottom. Generally speaking, both mainland China and the world have shown a V-shaped reversal trend. Mainland China, in particular, has basically resumed its annual positive growth in the second quarter. According to data from LMC Automotive, global car sales in the fourth quarter of 2020 were 23.53 million units, an increase of 1.4% compared to the same period in 2019. However, due to poor performance in the first three quarters, there are still 15 % Of the decline, a total of 76.79 million vehicles. Although the performance is not good from a quantitative point of view, the qualitative changes brought about by the development of auto-driving cars from L1 to L2/L3 or even higher are worth looking forward to. If only L2 to L5 are calculated, the sales decline in 2020 will shrink. To 8.1%.

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  • (2) The relevance between upstream, midstream, and downstream sectors in an industry

Machine vision related inspection (including AOI):

Upstream

Midstream
Optical
Components and
Parts suppliers
(optical imaging
system and image
processing)
Optical
Components and
Parts suppliers
(optical imaging
system and image
processing)
High-speed Motion
System related suppliers
(Motion Control)
High-speed Motion
System related suppliers
(Motion Control)
Precision
Machinery
Components and
System
Processing related
suppliers
Precision
Machinery
Components and
System
Processing related
suppliers
Software and opto-mechatronics system integration
providers
Downstrea

Touch
Pannel
PCB Industry
(PCB/HDI/IC
Substrate)
Flat-panel display
Industry
Photoelectric
Industry
LED
Semiconduct
or
m
IC Substrate
Manufacturer
BGA, CSP,
Flip Chip,
RF, HDI, FPC,…
TFT LCD,
Mura, Tokki,
De-Flicker
ITO
sensor
TP
Modul
e
Factor
y
OGS
IC Substrate
Manufacturer
BGA, CSP,
Flip Chip,
RF, HDI, FPC,…
TFT LCD,
Mura, Tokki,
De-Flicker
LED upstream
foundry and
midstreamfoundry
LED Die AOI
LED Die AVI
Probing and
Packaging
Wafer
bumping
COF Factory
IC Foundry

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  • (4) The various developing trends and competition of the products

  • AOI system being developed for a higher precision and speed

In advanced countries including Taiwan, the tendency for electronic products to be compact and required of quality will facilitate the upgrade of traditional AOI system, for example: measurement technology will be enhanced from 2D plane inspection and measurement to 3D (three-dimensional) inspection and measurement. Therefore, it is foreseen that the demand in AOI system with a higher precision and speed will be rising.

  1. The development trend of AOI in mainland China's market

AOI has originally been the necessary investment for ensuring production quality in the industry of advanced countries. Traditional labor-based industries generally had low throughput without the necessity of using AOI for quality inspection while the primary goal was set towards automated production and enhancing production capacity. Nonetheless, due to the mature development of automated production, the number of quality inspection personnel will be greatly increased in order to cope with the surging production capacity, which is feasible when the salary level of the workforce is low. However, while the product spec is getting more and more precise, the salary in China is getting higher, and the young generation is not willing to take the job in a manufacturing plant, the turnover rate is getting higher. Therefore, AOI has become the necessary investment in the next stage for electronic and semiconductor industry in China, and surely the demand in it shall grow.

  1. Increasing adaption of AOI system in traditional industry

For traditional Manual Visual Inspection (MVI) is no longer able to effectively control the quality, the traditional industry sector in Taiwan also has to develop towards high quality in order not to be phased out. Therefore, AOI system will be adopted to replace traditional MVI and the demand in it shall continue to increase.

  1. Equipment Localization

In recent years, the emerging high-tech industry has been growing and hence the surging need for precision measurement systems. Among them, AOI is particularly the trend that cannot be halted. The technical field of AOI is extremely wide and the adoption includes the industries of semiconductor, flat-panel display, LED, PCB, Optial Lens, and etc. Most markets having a demand in AOI system are located in Asia. Currently, a large majority of the AOI system used by the main industries in Taiwan are imported ones that may have the disadvantages such as high price, difficult maintenance and high cost of selling. However, since the government have started to support

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equipment localization, in 2004 the Center for Measurement Standards/ Industrial Technology Research Institute (CMS/ITRI) led to form AOI Equipment Association (AOIEA) that connects the related organizations of industry, government, university, and institute to promote the overall development strategy for domestic AOI industry. In recent years, the domestic equipment providers have greatly enhanced their capabilities, and the selling price is lower than that of the equipment made by foreign manufacturers; in addition, the requirements of customization can be effectively communicated. Therefore, in order to reduce procurement cost and improve service maintenance quality, domestic and foreign companies have gradually increased the proportion of buying domestic AOI equipment.

11. Market Competition

The focus of our R&D is mostly on developing the latest types of product with Blue Ocean Strategy; therefore, there is no existing powerful competitor in the market while we may primarily compete with our R&D and improvement pace to be in line with the progressing industry. Some of the equipment that has been facing competitors in the market may have a relatively large market. For example, the existing competitors of wiring AOI inspection system include the foreign companies of Orbotech, CIMS (original Camtek PCB division), and Screen, all of them are the primary competitors of the Company. However, in 2017, we have launched the solution with higher productivity that can facilitate manpower saving, there were many large-scale manufacturers have replaced the old system to enhance their competitiveness and instead become the leaders of the market. In addition, for AVI system, Japanese company, Shirai, is the main foreign competitor while in Taiwan UTECHZONE Co. is also having the same development. The competitiveness of both products is the excellent inspection rate and throughput which shall help on reducing manning for re-inspection, together with the newly developed AI deep learning. In this way, we are not only able to catch up with the original leading company, but also able to leave other competitors behind and enhance customers' satisfaction through quality service system.

For the existing products other than these two, most of the competitors are followers. Take Hole-AOI as an example, the products by competitors from the States and Japan are with high quality and they normally focus on the various functions provided while there are other competitors who do not reinforce the quality of their products but instead have the focus on

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competing by low price. To cope with these, the Company's strategy is to expand our R&D, keep improving, and segment the market. We offer diversified models to meet the needs of different layers of customers while ensure profit and competitive advantage. In addition, we rely on our patents to expand the gap between the functions of our products and that of competitors'. Apart from that, the Company is committed to enhance the service quality, to maintain existing customers, and furthermore to gain the new customers.

5.1.3 Research and Development

(1) Technology / R&D update

Short-term: One of the technical development directions is to develop high-end PCB online inspection technology, which has been upgraded from general PCB online inspection technology to higher-level PCB boards in the past. It is mainly developed with high data volume and high detection speed technology, equipment high precision and high transport optical machine technology. The other is the development of AOI based Index 4W Tester which is mainly combined with AOI technology and applied to electrical measurement systems to assist in improving the related time-consuming adjustment process and towards automation instead of manual adjustment.

Mid-term: In order to assist PCB factories to transform into smart manufacturing, in addition to the relevant handshaking communication actions between the equipment Internet of Things and the factory-side system, it is also imported with PCB online inspection, which greatly simplifies the number of its personnel and greatly reduces the possibility of personnel intervention. Then AI is introduced to automatically multi-classify defects, collect and feedback instead of manual related operations in the past.

Long-term The main inspection items in the PCB manufacturing process are all realized online inspection or two-in-one inspection (such as: circuit, blind hole, appearance and electrical measurement two-in-one) to replace the single-machine inspection mode in the entire process in the past. Provide a complete online inspection program to greatly reduce staff, shorten the process time and optimize the management model to enhance industry competition.

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(2) Research and development personnel and their academic experience

Item Year 2019 2020
Education Ph.D. 4 6
Masters 75 92
Bachelor’s
Degree
40 58
Senior High
School
2 2
Total 121 158
Average Years of Service 3.88 3.70

(3) R&D expenses invested each year in the last five years

NTD Thousand

Year
Item

2016
2017 2018 2019 2020 2021 Q1
A. R&D expenses 104,856 143,758 169,439 217,292 243,672 688,633
B. Revenue 809,631 1,420,888 3,111,876 2,543,441 2,397,855 77,106
A/B 12.95% 10.12% 5.44% 8.54% 10.16% 11.20%

(4) R&D list for last 5 years

Year Product/Proprietary technology Main purposes
2016 FPCB AVI FPCB AVI to detect defects such as solder mask, solder, Au
discoloration, etc. This program shall greatly improve
production rate and reduce false alarm rate.
2017 Smart AOI 4.0 The design complies with industry 4.0 and can help customers
resolve the problem of manpower shortage as well as save a
great amount of cost.
2018 Wafer AVI Applied to the inspection after wafer cutting in wafer probe
andpackagingindustry.
2019 RTR AOI Solution for Flexible PCB inspection, inspection speed is
10x~14x faster, can reduce labor demand and increase
production efficiency
2020 Flip Chip market develop
AVI, Bump and Tray In
(Out) measurement
equipment
It is applied to Flip Chip inspection, and the inspection
items are integrated into two in one, which shortens the
inspection time and personnel operation time, and
improves the inspection efficiency.
Inline Panel LaserVia AOIM Replace stand-alone mode operation. The inspection
speed is 6 times in the past, which can greatly reduce the
operation manpower and improve the production
efficiency,andgreatlyreduce the manpower cost.

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5.1.4 Long-term and Short-term Development

  • (1) Short-term Business Development Plan

  • A. Marketing Strategy

Provide the sales program of one-stop shop inspection for the whole factory to meet customers' needs in one-stop shopping and single window service.

Strengthen and enhance the sales system in China, Korea, Japan, Southeast Asia, and the US.

Under the influence of COVID-19 provide remote augmented reality (AR) maintenance services to strengthen customer service capabilities during the epidemic. Continue to improve the quality and customer service, and maintain the user groups.

  • B. R&D Strategy

Enhance the cooperation with component suppliers and customers to actively develop high-end mechanical vision products.

Let R&D personnel engaged with the market more in order to develop the system that meets the market's needs.

Inline inspection equipment for the complete manufacture process, Modularize software and hardware design to accelerate the development of new systems for other industries.

  • C. Production Strategy

Improve manufacturing efficiency and production technology to reduce production hours while enhance production quality.

Closely connect production schedule, business requirements, and the purchase time of key components to reduce inventory and manage the delivery date of order.

  • D. Finance Strategy

Implement performance management and strengthen finance management to enhance the capability in risk management.

Fully push the company's entry into a capital market in hopes of establishing a comprehensive funding channel to make a healthy financial structure and setup the idea of sustainable management, and then make profit to share with the society.

The short-term financial plan is made based on the mid-term and long-term capital demand plan and the principle of safety and stability.

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E. The Management

Enhance ERP as well as computerize and automate the operations flow from design, receiving order, production, shipment, inventory, to finance to improve management and operation efficiency.

Provide training and assessment to the personnel in R&D, production, sales, and management to cultivate the talents and human resource in the Company and keep on driving innovation and enhancing the overall competitiveness.

Keep expanding our knowledge management system by establishing the database of successful experiences in the Company for newcomers to efficiently connect with the system operation and motivate new successful experiences.

(2) Long-term Business Development Plan

A. Marketing Strategy

Increase the integration of products and services, expand the scale of operations, and provide customers with various solutions of mechanical vision system for their equipment. This year's new operational goal is to promote and develop the needs of wafer probe and packaging in semiconductor industry, as well as the Smart Camera for edge computing.

Enhance the production and marketing system domestically and internationally to provide customers with real-time and appropriate service and technical support.

Seek strategic alliance to speed up gaining the market share and expanding the gap between us and our competitors.

B. R&D Strategy

Expand the communication and cooperation with domestic and international research or academic institutes to enhance the vision of R&D personnel as well as introduce new ideas and technologies. Work closely with key component suppliers to develop new systems with the latest technology.

Make good use of "Coopetition" (Competition and Cooperation) to enhance the level of research and development.

C. Production Strategy

Assist outsourcing system in the setup of quality management system to improve on-time delivery and effective production.

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D. Finance Strategy

Build a close relationship with financial institution to control financial market dynamics and enhance financial performance.

Expand the Company's operating scale and raising funds for medium and long-term to develop our strength in long term.

  • E. The Management

  • Cultivate outstanding talents and build a corporate culture of professionalism, service and partnership.

Adhere to the concept of sustainable management, strengthen corporate governance and value social responsibility.

5.2 Market and Sales Overview

5.2.1 Market Analysis

  • (1) Sales area of main products (services): Sales percentage of inspection products for PCB industry by market is as listed in the table below:
Region/Year Region/Year 2019 2019 2020 2020
Amount % Amount %
Export China 1,752,463
69%
1,931,898
81%
Others 127,024
5%

175,256

7%
Sub-total 1,879,487
74%
2,107,154
88%
Domestic Sales 26%
290,701

12%
2,543,441
100%
2,397,855
100%
  • (2) Market share

The main business of the company is the manufacturing, research and development and sales of PCB mechanical vision inspection and measurement system equipment. In 2019, Dr. Hayao Nakahara, the president of NTInformation, a research authority recommended by PCB, released the 2019 global top 100 PCB rankings. Ninety percent are all Mude customers.

The company includes PCB drilling and molding process measurement and inspection series, 2D/3D measurement series, PCB circuit inspection series, HDI and IC carrier board and soft board inspection series and appearance inspection series, mainly focusing on bare board measurement It is also the only company in the industry that has line AOI, AVI, and 2D/3D measurement technology at the same time. Some products, such as ultra-high-speed 2mil (to be promoted to 0.6mil this year) AOI and Laser Via AOIM, rigid and flexible board

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appearance inspection machines have the leading market share in Taiwan and the mainland. In addition, the company's other products such as film inspection machines and Two-dimensional measuring machines also account for a certain proportion of the market share, but due to the lack of complete statistical data of PCB measuring and testing equipment, it is impossible to compare their market share. In addition, the use of Smart Camera to enter the barcode reading application market and high-end electrical measuring machines are also one of the new growth points of the company's business.

(3) Future market supply/demand and growth

Printed PCB (PCB), the basic and key component for all products in electronic industry, is the base plate used to connect electrical components that allows the various electrical components to function by the tracks formed on the PCB. While PCB products are moving towards being high-end and compact that cannot be inspected by naked eyes, and some contact electronics test cannot be done due to thin wires, therefore, the demand in precision measuring or inspection system will be rising. In addition, since there is the problem of manpower shortage due to the getting higher labor cost, it is expected that machine will soon replace labor for PCB products inspection. In Taiwan, it is another situation. Since the PCB market is gradually recovering quarter by quarter, Taiwanese PCB manufacturers have kept expanding the scale and developing the supply chain for the primary system manufacturers which should drive the demand in PCB inspection system.

The Company has expanded the application of 2D/3D inspection technology that has been accumulate for more than 20 years in PCB industry to other microelectronic industry such as wafer probing and packaging and COF industry, to expand the range of industries that the product can be applied to. On the other hand, we have also introduced AI deep learning system to our entire product lines to reduce workforce while expand the market scale.

(4) Strength for competition

A. The Strong R&D Team

MACHVISION Inc. is a company specializing in Machine Vision inspection and measuring system and having the technology of integrating optical imaging system, image processing, precision machinery, and motion control. With the accumulated integrated

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technologies in optics, mechanic, electricity and software, our R&D team had planned for various professional training courses as well as the setup of knowledge management system to enhance the professionalism of our R&D staffs for providing new products with more precise and fast visual inspection system in the market to cope with the changing environment. This has combined theory with practical application which allowed our technology development so far to be ahead of other domestic competitors. It’s been proven that some products have met the international advanced standard, and customers have established trust and inter-dependence on our company's products and services.

B. Providing a Comprehensive Range of Products

The comprehensive range of products developed by the Company for PCB/IC Packaging/COF industry does not only meet customers' needs, also the quality of our products are better than the exported ones. Our diversified measuring and inspection equipment, which have a good reputation in the marketplace, can provide a total solution in measuring and inspection for the whole customer's factory and can have bundling to enhance competitiveness. In addition, we offer optional mid and high level models for many product series that can cover the individual needs of different customers and furthermore enhance the Company's market share.

C. Timely local after-sales service and professional maintenance capability

The developing process of machine vision system has to be worked on closely with the customer and be tested for a long time. In addition, the customers often want to work with suppliers locally. The output value of PCB in Asia is almost over 80% of the global output value; in addition, not only 90% of HDI products are manufactured in Asia, the primary manufacturing base of semiconductor is also in Asia. The Company has branch offices in Taiwan and China which allow us the regional advantage of providing convenient and comprehensive maintenance service and technical support. Therefore, customers can have their problems be resolved immediately or have our cooperation on properly modifying software or hardware to fast respond to the market needs and enhance the functions and competitiveness of products for gaining trust from their customers.

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In addition, the Company has dedicated customer service training system that can facilitate customers' user training which is helpful for customers to be familiar with the safe operating of our precision equipment and furthermore gaining the trust of customers in the Company.

D. Having the leading clients in terms of channel

The Company provides various measuring and inspection systems for different PCB processes. The number of our clients is more than a hundred and their expertise areas range from PCB whole manufacturing process and single manufacturing process, equipment manufacturers, to raw materials suppliers. Presently, all of the top 10 global PCB manufacturers are included in the Company's clients list. On the list, it also includes the top PCB manufacturers such as UNIMICRON, Nanya, TSMC, Chin Poon, Tripod Technology, ASE Group, and Gold Circuit Electronics from Taiwan, Foxconn Group, Pulin Group, Shantou Chaosheng, Founder Group, Shennan and Kinwong from China, Kingboard Holdings Limited from Hong Kong, Samsung and LG from Korea, as well as the top two manufacturers from Japan, Samina from the US. Among the top 100 PCB manufacturers, around 80% are using our products, which is helpful for the Company's new launches for getting the point of market entry. For a long time, the Company has been building the word of mouth and expanding our business to the global market that made us much more competitive in the industry.

  • (5) Positive and negative factors for developing vision and the preventive measures

  • A. Positive Factors

    • (A) The rising demand in inspection

With the wave of 5G, electric vehicles, and the housing economy, the global electronic information and communications industry is propelling the trend toward lighter, thinner and smaller products to develop vigorously. Moreover, the completeness of my country's information industry system has driven the increase in demand for upstream production equipment; and the continuous expansion of global personal computers and consumer electronic products has greatly increased the application opportunities in the electronics

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industry. The company is committed to the development of PCB/semiconductor visual inspection and measurement equipment, develops test equipment with excellent function and quality, and actively sells it to grasp the market trend.

(B) An industry with high entry barriers

Since Machvision inspection and measuring system can only been completed by integrating the technologies of optical imaging, image processing, precision machinery, and motion control, the experts in these fields are required. In addition, because the cooperation from all users is also critical, with such a demanding barriers, there are not many manufacturers who can succeed in the field.

(C) Self-owned developing team

The Company has successfully developed around tens of innovative products with patents domestically or abroad, and has successfully gotten certified by many world-class manufacturers. In addition, there are still clients exploring proactively for the opportunity of cooperating in the development of related visual inspection system. At the same time, we continue to invest in developing new technologies to keep our technologies ahead of others.

(D) Increasing demand in automatic machines due to the rising wage in mainland China

As the labor cost of wage, fringe benefit, and social insurance is increasing in China's electronics manufacturing services, the demand in adapting automatic machine for production lines is also rising. It is the same situation in PCB industry for being willing to adapt AOI system, especially when the labor cost takes up 18% of what is already low margin. Since the Company has developed total solution with automation to help on more cost saving, the trend is favorable for the Company's future development.

(E)Good operation and Fine financial status

Machvision funded in 1998, the Company has successively developed various visual measurement and inspection systems. Our products are widely recognized by major domestic and foreign manufacturers and that allowed us to maintain good revenue and profit. The Company is profitable ever year since its establishment and has never used aggressive financial operation. Therefore, with our good operation and financial health, we do believe tht we are able to fully devote on R&D and get the insight of market trend for

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launching new products.

  • B. Negative Factors

  • (A) The critical parts such as Camera, CCD, video capture car and Lens still rely on the exportation

Preventive measures:

  • Maintain a good relationship with suppliers and do not count on single supplier for procurement. In addition, leave some room for flexibility during the designing of the products to allow the parts with different brands suitable for use in our developed systems.

  • (B) Most of the products for quality checks are random checks and the sales volume is not high

Preventive measures:

Develop full inspection system with high demand such as wiring inspection for inner and outer layers and AFI; in addition, promote the bundle sales with niche products to facilitate the trade-off between sales revenue and profitability.

  • (C) Limited application of existing product lines

Preventive measures:

With existing successful MV technology, modularized design and management, we can get into new application or industry quickly to increase the adaption in different industries such as probing and packaging industry, and furthermore expand the market of product selling.

5.2.2 Production Procedures of Main Products

(1) Functions of the major products

  • A. The measuring and inspection series for the manufacturing process of PCB drilling and routing:

a. Express Hole-AOI: as the trend of PCB fine line, the drilled hole will be getting smaller (pore size under 100um) and there shall be more holes drilled (500 thousand holes/piece), hence the precision of the drilled hole is getting more important. By using Express Hole-AOI, the precision can be up to +/- 5 um, and the measuring for a piece of board with 300 thousand holes can be completed in 20 seconds that can not only enhance the yield of drilling process, but also can monitor the output quality of a drilling machine on the production line as well as reduce the obsolescent and maintenance cost.

b. All-purpose Dimensional Measuring System: measuring the device

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under test mainly by non-contact way to automatically measure the angle, coordinates, distance, dimension of a two dimensional object such as point, line, circle, and arc. That can be applied widely to the size measuring of profiled board, the dilatation of inner layer and film, and the various quality inspection report. In addition to save manpower, it can also help on obtaining more precise measuring results and feedback to the production line for continual improvement and enhancing the capability of manufacturing process.

B. PCB Wiring Inspection Series:

a. Film AOI system: films are the critical basis for producing PCB wiring while any of the continuity & insulation, indenting, bump, splotch on the film shall cause a bad inner and outer layer PCB or make it discarded. A film AOI system can read the original design data of the wiring on a film as the basis for comparison to inspect any defects and reduce the false alarm rate.

b. Line gauge: measuring line width can get the quality level on how does etching result control the conducting lines. The traditional way of measuring by naked eyes with microscopic magnifier does not only have the problem of bad reproducibility, but due to the trend of fine lines, measuring by naked eyes can no longer meet the requirement. LineGage has the imaging mechanism with patent that can show the image of fine lines clearly; when working together with the image processing technology of sub-pixel and linear regression, the precision accuracy of measuring can reach 1 um.

c. Wiring inspection for inner and outer layers:

Multi layered board of PCB has 6, 8, or 10 layers, and even up to more than 30 layers for achieving the requirement of electronic products in being small and compact. However, the lines on each layer have to be scanned and inspected to avoid spur, indenting, and continuity & insulation, as well as to enhance the yield of drilling process and reduce the loss of obsolescent. Right now, it can also help on enhancing the production rate and even reach unmanned high-speed production with the add-on of automation.

C. HDI and IC Substrate Inspection Series:

a.LaserVia-AOIM: due to the requirement of mobile phone PCB and IC substrate in being small and compact, laser drilling has become an important production process. LaserVia-AOIM can inspect if the laser power is weak or over and if there is residual or shift, to enhance the processing capability of engineering unit and prevent from the bad

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output of production unit.

b. 3D Profiler: in order to ensure the reliability of products, it is required to have copper-filling plating after laser drilling. However, it would be time consuming and inaccurate to inspect hundreds of thousands of holes on the board and get the hole with the denting up to 5 ums. The inspection for copper-filling plating utilizes the most advanced 3D measuring technology that can measure the denting level of each hole for 1 million holes in 3 minutes, a revolutionary breakthrough for the filling in copper electroplating.

c. Solid Measuring Viewer system: high-end PCB has to be measured on its 3D data such as line thickness, solder height, or hole depth. The traditional measuring way may cause destruction and time consuming if it adopts slicing; therefore, it can protect device under test while save time by adopting optical measurement 3D solution.

D. AFI Series:

AFI series can be applied to various automatic final inspecting systems including multi layered board, HDI board, IC substrate, FPCB, assembled FPCB, wafer and COF. The series can also add AI capability to the system.

(2) The manufacturing process

A. The Company's products are mainly modular assembly that can be categorized to the modules of mechanism, electric control, optics, and software system.

B. Each module is assembled and quality controlled based on assembly operation standards and test specification.

C. The assembled product will be going through a 72-hour function and system software test by the quality control team to ensure the quality of the shipment.

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==> picture [544 x 666] intentionally omitted <==

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

Sales order
Production and sales
meeting
Production order
Purchasing Requisition
Order placing by
Procurement
Commercially Outsourced processing Outsourced sheet Outsourced
available parts parts metal parts components
Receiving inspection
Integrated test
IQC inspection
Software/harward
Warehouse storage calibration
Auto run test
Material requisition
Out-going Quality Check
PC assembly Mechanism assembly
Packing and shipping
PC test Power distribution
----- End of picture text -----

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5.2.3 Supply Status of Main Materials

Item Main materials Supplycondition
1 Optics and photoelectric
component
More than three suppliers with good
supplyingcondition
2 Transmission component More than two suppliers with stable
supplyingcondition
3 Electrical machine component Adequate supply with stable delivery
date

5.2.4 Major Suppliers and Clients

Please refer to page 92-93 of the Chinese annual report.

A. Major Suppliers in the Last Two Calendar Years

Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
Item 2019 2020 2021(As of March 31)
Company
Name
Amount Percent Relation
with
Issuer
Company
Name
Amount Percent Relation
with
Issuer
Company
Name
Amount Percent Relation
with
Issuer
1 Supplier A 110,434 12.47 - Supplier A 86,213 11.83 - Supplier A 28,055 12.51 -
2 Supplier B 93,023 10.50 - Supplier B 76,124 10.44 -
3 Supplier C 85,119 11.68 -
4 Others 682,244 77.03 Others 481,590 66.05 Others 196,195 87.49
Net
Total
Supplies
885,701 100.00 Net
Total
Supplies
729,046 100.00 Net
Total
Supplies
224,250 100.00

Note: Suppliers A, B and C are all long-term suppliers with stable supply and quality, and continue to purchase goods from them.

114

B. Major Clients in the Last Two Calendar Years

Unit: NT$ thousands

Item 2019 2019 2020 2020 2020 2021(As of March 31) 2021(As of March 31) 2021(As of March 31)
Company
Name
Amount Percent Relation
with
Issuer
Company
Name
Amount Percent Relation
with
Issuer
Company
Name
Amount Percent Relatio
n
with
Issuer
1 C Client 326,410 12.83 - F Client 445,611 18.58 - A Client 165,661 24.06
2 D Client 280,547 11.03 F Client 82,484 11.98
3 G Client 78,924 11.46
Others 1,936,484 76.14 Others 1,952,244 81.42 Others 361,564 52.50
Net Sales 2,543,441 100.00 Net Sales 2,397,855 100.00 Net Sales 688,633 100.00
Note:
5.2.5 Production in the Last Two Years
Year
Output
Major Products
(or bydepartment)
2019
Capacity Quantity
Flexible board inspection series
124
122
Inline inspection series
155
145
Semiconductor testingseries
87
83
Circuit inspection series
22
22
Appearance inspection series
65
63
Other testingseries
152
63
Total
518
498
the Last Two Years Unit:

Output
Major Products
(or bydepartment)
Year 2019 2020
Capacity Quantity Amount Capacity Quantity Amount
Flexible board inspection series
124

122
607,682
96

92
659,307
Inline inspection series 155
145
581,750
135

129
557,609
Semiconductor testingseries 87
83
837,734
14

14
191,787
Circuit inspection series 22
22

113,011

14

14
280,097
Appearance inspection series 65
63
249,494
140

134
533,557
Other testingseries 152
63
275,641
58

55
234,983
Total 518
498
2,665,312
457

438
2,457,340

115

5.2.6 Shipments and Sales in the Last Two Years

Unit: NT$ thousands

Year
Shipments
& Sales
Major Products
(or bydepartments)
2019 2019 2019 2019 2020 2020 2020 2020
Local Export Local Export
Quantity Amount Quantity Amount Quantity Amount Quantity Amount
Flexible board inspection series
20
87,883
100
509,837
10
47,191
72
540,452
Inline inspection series 7 40,725
117
456,772
5
29,900
128
544,999
Semiconductor testingseries 39 339,840
31
366,682
6
85,680
8
106,107
Circuit inspection series 6 47,329
15

63,579

4

2,900

10
277,197
Appearance inspection series 1
3,900

61
240,950
8
32,319
100
397,712
Other testingseries 11 81,964
51
188,545
5
38,638
48
187,800
Total 84 663,954
375
1,879,487
38
290,701
366
2,107,154

5.3 Human Resources

Year 2019 2020 Data as of ending data in the
current year
Number of
Employees
Direct 42
39

42

Indirect
214
232

236

R&D
121
158

169
Total 377
429

447
Average Age 33.65
34.71

34.63
Average Years of Service 4.21
4.03

3.93
Education Ph.D. 1.33%
1.40%

1.34%
Masters 29.97%
28.90%

28.86%

Bachelor’s Degree
58.62%
62.01%

61.97%
Senior High School
10.08%

7.69%

7.83%
Below Senior High
School

-

-

-

116

5.4 Environmental Protection Expenditure

5.4.1 Total Losses

Any losses suffered by the company in the most recent fiscal year and up to the annual report publication date due to environmental pollution incidents (including any compensation paid and any violations of environmental protection laws or regulations found in environmental inspection, specifying the disposition dates, disposition reference numbers, the articles of law violated, and the content of the dispositions): None

5.4.2 Countermeasures

The Company has taken into consideration any potential risks or violation of environmental and regulations in formulating its environmental management system. The Company also closely monitors developments in the government’s environmental policies and regulations to be able to design precautionary measures. For the pollution and wastes generated in the production process, the Company takes the following measures to protect the environment:

5.5 Labor Relations

5.5.1 Employee Welfare

List any employee benefit plans, continuing education, training, retirement systems, the status of their implementation, and the status of labor agreements and measures for preserving employees' rights and interests:

Please refer to page 96 of the Chinese annual report.

5.5.2 Labor Disputes

The Company's various employee benefits, advanced study, training, retirement system and their implementation, as well as the status of collective bargaining and the protection of workers' rights:

  1. The Company values the family well-being and health of our employees and we do not encourage working overtime. In case of the overtime work, we would encourage the employee to get in earlier while if staying later is necessary, we also reminder them not to exceed the overtime limit and impact the next day's work, in hopes of helping them keep a regular daily routine to

117

stay healthy and furthermore get the balance between work and family.

  1. Employee benefits program

(1) All of the Company's employees enjoy labor insurance, national health insurance, group insurance, and major casualty insurance by the employer.

(2) Employees will receive year-end bonus at the end of the Company's business year.

(3) Pursuant to the law, the Company has reserved welfare funds to establish Employee Welfare Committee for conducting various employee welfare activities such as holiday bonus, birthday celebration, birthday gift, wedding and funeral subsidy, and social activities.

(4) Provide subsidy for annually domestic or foreign travel, allowance for regular health check-ups and flu vaccine.

(5) Educational subsidy program for children from 0 to 6 years old, including parenting allowance for 0-3 years old and free kindergarten for 3-6 years old.

(6) Family and child parent education course.

(7) Set up free cafe to reduce work stress.

  • (8) Provide sports halls and organize various sports courses.

3. Advanced study, training and development

(1) Employees are considered as the most important assets in the Company. Therefore, we provide necessary and appropriate training and development courses for employees to make them contribute by their strength and competent, continue to complete the designated tasks and achieve the goals while keep on creating the core competence of the Company.

(2) Training and people development system

We provide the training courses based on competency to equip employees with the basic knowledge, skills and attitudes necessary for achieving business goals, which include:

a. New hire training: the training for new employees and the training for new managers.

b. Professional training: sales, production, R&D, finance, procurement, administration, etc.

c. General education training: the Company's mission, corporate culture, the company's value, customer satisfaction and quality.

d. Direct labor training: the skill training of assembly station.

e. Project-oriented training: workshop for R&D project.

f. Self-development training: speech, seminar, reading circle, in-service training.

118

g. Pass the baton training: "Pass the baton" upward and downward training includes job responsibilities, key performance indicators, work attitude and mindset management.

  1. The Company follows and stays compliant with the relevant laws and regulations to contribute 6% of employee's monthly salary for pension per month to the labor account for new employees and the original employees who choose to adopt the new pension regulations. On the other hand, for the original employees regardless of choosing to adopt the old or new pension regulations, the Company continues to reserve their seniority before transiting to the new regulations and contribute the appropriate amount of Retirement Preparation Funds calculated based on the pension payment standard in the original regulations of employee retirement. For the employees who are assigned by the organization to transfer to the affiliated enterprises, the seniority will be continually counted to provide employees with more job security and achieve the goal of talent circulation. While the pension in the subsidiary company abroad is Defined Contribution Plan, the various social security fund such as pension, medical, etc. shall be paid monthly per the regulations of local government.

5. Protection Measures for Working Environment and Employee Personal Safety

Safety
Item Content
Access security 1. A strict monitoring system is setup for 24 hours.
2. There is the access control card reader setup at each
entrance and exit of the Company.
3. Have the contracted security to maintain the safety
of theplant duringnighttime and holidays.
Maintenance and
inspection of various
equipment
1. There is the schedule setup for routine maintenance
of various electromechanical or fire-fighting
equipment per month, quarter, and year to ensure
that the equipment keeps in the best condition all
the time.
2. Pursuant to the regulations of Fire Act, the
Company conduct the fire-fighting security
inspection every year by a qualified outsourced fire
inspection company.
3. The Companychecks and maintains various

119

equipment such as power system, air conditioners,
fire-fighting facilities and hazard mechanical
equipment on a periodic basis.
4. Pursuant to the regulations of Labor Safety and
Health Law, the Company outsources to a qualified
testing company to conduct a biannual environment
monitoring for us, which includes noise, lighting,
CO2concentration, chemical substances
concentration, etc.
Prevention measures
and contingency
plan for disasters
1. For disaster prevention, incident handling and
notification of accident, the Company has
developed the prevention measures and
contingency plan, specifically defining the roles
and tasks of the personnel at each level during the
emergencies of incident, major incident, and
general accident.
2. Establish a self-defense fire brigade that includes
firefighting crew, notification crew, evacuation
guidance crew, safety protection crew and rescue
crew.
3. In order to maintain employee safety and health
while implement safety and health management,
the Company has carried out the operation of
environmental protection and occupational safety
and health.

6. Employee Code of Conduct

The Company's Employee Manual has clearly conveyed the benefits and systems that have being continually stipulated in these years and based on the Company's culture of respect and caring to every employee. In the manual, it clearly states the code of conduct and the Company's expectation for all employees while the employees shall follow the law and based on ethical principles to maintain the Company's assets, interests and image. The manual is available on the Company’s intranet for prapoganda and employee’s reading.

120

A. Total Losses

Any losses suffered by the company in the most recent fiscal year and up to the annual report publication date due to labor disputes (including labor inspection results found in violation of the Labor Standards Act, specifying the disposition dates, disposition reference numbers, the articles of law violated, and the content of the dispositions): None

5.6 Important Contracts

Agreement Counterparty Period Major Contents Restrictions
Agency
contract
B Company 2019/07/01 till now Dealership in Taiwan,
China, and Japan
-
Agency
contract
C Company 2019/07/01 till now Dealership in Taiwan
and China
-
Agency
contract
D Company 2018/08/31 till now Dealership in Korea -
Agency
contract
F Company 2016/05/10 till now Dealership in Taiwan
and China
-
Agency
contract
G Company 2018/10/15 till now Dealership in Taiwan
and China
-
Agency
contract
H Company 2017/09/10 till now Dealership in Taiwan
and China
-
Lease
contract
Hsinchu
science park
bureau
2019/06/01~2038/12/31 No. 3, Gongye E. 2nd
Rd., East Dist.,
Hsinchu City
-
Lease
contract
Hsinchu
science park
bureau
2020/01/01~2024/12/31 1F., No.3 and 1F-2F.,
No. 1, Zhanye 1st
Rd., East Dist.,
Hsinchu City
-
Credit
contract
A Bank 2020/03/23~2025/03/15 Government project
loan
-
Credit
contract
B Bank 2020/04/01~2025/03/15 Government project
loan
-
Credit
contract
C Bank 2020/03/23~2027/03/15 Government project
loan
-

121

VI. Financial Information

6.1 Five-Year Financial Summary

6.1.1 Condensed Balance Sheet

A. Consolidated Condensed Balance Sheet

Unit: NT$ thousands

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 As of
March 31,
2021
2016 2017 2018 2019 2020
Current assets 1,161,091
1,658,583

3,109,382

2,355,216

3,123,403

3,409,737
Property, Plant and
Equipment
215,700
213,862

238,607

267,915

271,280

267,381
Intangible assets 1,051
566

303

8,898

83

55
Other assets 32,531
47,391

123,755

411,962

314,521

327,687
Total assets 1,410,373
1,920,402

3,472,047

3,043,991

3,709,287

4,004,860
Current
liabilities
Before
distribution
313,966
520,804

1,190,439

895,309

821,898

1,315,101
After
distribution
492,921
946,886

2,340,861

1,342,591

1,224,452

-
Non-current liabilities 8,753
8,757

10,277

105,864

279,659

271,645
Total
liabilities
Before
distribution
322,719
529,561

1,200,716

1,001,173

1,101,557

1,586,746
After
distribution
501,674
955,643

2,351,138

1,448,455

1,504,111

-
Equity attributable to
shareholders of the parent
1,057,681
1,340,977

2,210,152

1,909,900

2,518,707

2,331,005
Capital stock 426,082
426,082

426,082

426,082

447,282

447,282
Capital surplus 59,570
59,489

59,492

59,512

568,312

165,763
Retained
earnings
Before
distribution
574,070
857,913

1,727,535

1,428,849

1,506,627

1,721,665
After
distribution
395,115
431,831

577,113

981,567

1,506,627

-
Other equity interest (2,041)
(2,507)

(2,957)

(4,543)

(3,514)

(3,705)
Treasury stock -
-

-

-

-

-
Non-controlling interest 29,973
49,864

61,179

132,918

89,023

87,109
Total equity Before
distribution
1,087,654
1,390,841

2,271,331

2,042,818

2,607,730

2,418,114
After
distribution
908,699
964,759

1,120,909

1,595,536

2,205,176

-

Note 1: The Company’s financial statements have been audited or reviewed by independent auditors.

122

B. Unconsolidated Condensed balance sheet

Unit: NT$ thousands

Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands
Year
Item
Financial Summary for The Last Five Years
2016 2017 2018 2019 2020
Current assets 1,104,330
1,556,652

2,926,107

1,940,701

2,756,582
Property, Plant and Equipment 197,273
191,327

215,585

244,241

240,404
Intangible assets 1,051
566

303

193

83
Other assets 117,267
136,051

266,696

713,956

665,818
Total assets 1,419,921
1,884,596

3,408,691

2,899,091

3,662,887
Current
liabilities
Before distribution 353,487
534,862

1,188,262

872,500

855,576
After distribution 532,442
960,944

2,338,684

1,319,782

1,258,130
Non-current liabilities 8,753
8,757

10,277

116,691

288,604
Total
liabilities
Before distribution 362,240
543,619

1,198,539

989,191

1,144,180
After distribution 541,195
969,701

2,348,961

1,436,473

1,546,734
Equity attributable to
shareholders of the parent
1,057,681
1,340,977

2,210,152

1,909,900

2,518,707
Capital stock 426,082
426,082

426,082

426,082

447,282
Capital surplus 59,570
59,489

59,492

59,512

568,312
Retained
earnings
Before distribution 574,070
857,913

1,727,535

1,428,849

1,506,627
After distribution 395,115
431,831

577,113

981,567

1,506,627
Other equity interest (2,041)
(2,507)

(2,957)

(4,543)

(3,514)
Treasury stock -
-

-

-

-
Non-controlling interest -
-

-

-

-
Total equity Before distribution 1,057,681
1,340,977

2,210,152

1,909,900

2,518,707
After distribution 878,726
914,895

1,059,730

1,462,618

2,116,153

Note 1: The Company’s financial statements have been audited by independent auditors.

123

6.1.2 Condensed Statement of Comprehensive Income

A. Consolidated Condensed Statement of Comprehensive Income

Unit: NT$ thousands

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 As of
March 31,
2021
2016 2017 2018 2019 2020
Operating revenue 809,631 1,420,888 3,111,876 2,543,441 2,397,855
688,633
Gross profit 499,269
909,603
2,166,682 1,638,922 1,519,665
436,594
Income from operations 246,184
566,258
1,584,152 1,070,497
869,096

268,153
Non-operating income and
expenses
1,002
(19,468)

38,072

(17,884)

(64,689)

(2,982)
Profit before income tax 247,186
546,790
1,622,224 1,052,613
804,407

265,171
Profit for the year from
ContinuingOperation
200,747
461,424
1,307,717
866,869

654,515

213,122
Loss on discontinued
operations
- - - - - -
Net profit (loss) for the period 200,747
461,424
1,307,717
866,869

654,515

213,122
Other Consolidated Income
(Net Income)
(5,130)
(412)

(1,148)

(3,802)

280

(189)
Total Consolidated Net Income 195,617
461,012
1,306,569
863,067

654,795

212,933
Net Income Attributed to
Stockholders of the Company
198,785
462,744
1,296,402
852,599

660,048

215,038
Net Income Attributed to
Non-controllingInterest
1,962
(1,320)

11,315

14,270

(5,533)

(1,916)
Consolidated Net Income
Attributed to Stockholders of
the Company
193,655
462,332
1,295,254
850,150

660,274

214,847
Consolidated Net Income
Attributed to Non-controlling
Interest
1,962
(1,320)

11,315

12,917

(5,479)

(1,914)
Earnings per share 4.67
10.86

30.43

20.01

15.02

4.81

Note 1: The Company’s financial statements have been audited or reviewed by independent auditors.

124

B. Unconsolidated Condensed Statement of Income

Unit: NT$ thousands

Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands
Year
Item
Financial Summary for The Last Five Years
2016 2017 2018 2019 2020
Operating revenue 758,491
1,369,792

2,995,779

2,358,299

2,263,325
Gross profit 448,450
857,965

2,074,285

1,537,430

1,410,031
Income from operations 236,054
569,939

1,567,935

1,086,364

899,908
Non-operating income and
expenses
8,375
(22,632)

38,180

(54,062)

(92,625)
Profit before income tax 244,429
547,307

1,606,115

1,032,302

807,283
Profit for the year from
Continuing Operation
198,785
462,744

1,296,402

852,599

660,048
Loss on discontinued
operations
- - - - -
Net Income (Loss) 198,785
462,744

1,296,402

852,599

660,048
Other Consolidated Income
(Net Income)
(5,130)
(412)

(1,148)

(2,449)

226
Total Consolidated Net Income 193,655
462,332

1,295,254

850,150

660,274
Earnings per share 4.67
10.86

30.43

20.01

15.02

Note 1: The Company’s financial statements have been audited by independent auditors.

6.1.3 Auditors’ Opinions from 2016 to 2020

Year AccountingFirm CPA Audit Opinion
2016 KPMG HUANG/BOYU/AN-TIEN An Unqualified Opinion
2017 KPMG HUANG/BOYU/AN-TIEN An Unqualified Opinion
2018 KPMG HUANG/BOYU/AN-TIEN An Unqualified Opinion
2019 KPMG HUANG/BOYU/AN-TIEN An Unqualified Opinion
2020 KPMG HUANG/BOWU/ CHUNG-SHUN An Unqualified Opinion

125

6.2 Five-Year Financial Analysis

A. Consolidated Financial Analysis


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 As of
March
31,
2021
2016 2017 2018 2019 2020
Financial
structure (%)
Debt ratio 22.88
27.58

34.58

32.89

29.70

39.62
Ratio of long-term capital to
property, plant and equipment
508.30 654.44 956.22 802.00 1064.36 1005.96
Solvency (%) Current ratio 369.81 318.47 261.20 263.06 380.02 259.28
Quick ratio 315.79 280.98 240.20 216.40 333.64 228.55
Interest earned ratio (times) -
-

-
525.73 273.31 326.76
Operating
performance
Accounts receivable turnover
(times)
2.52
2.61

3.27

1.96

1.78

2.04
Average collection period 145
140

112

186

204

179
Inventory turnover (times) 2.25
2.99

4.50

2.94

2.36

2.69
Accounts payable turnover
(times)
3.22
3.20

3.73

2.58

2.79

3.73
Average days in sales 162
122

81

124

154

135
Property, plant and equipment
turnover(times)
3.69
6.62

13.76

10.04

8.89

10.23
Total assets turnover (times) 0.61
0.85

1.15

0.78

0.71

0.71
Profitability Return on total assets (%) 15.05
27.71

48.50

26.66

19.45

22.17
Return on stockholders' equity
(%)
18.84
37.23

71.42

40.19

28.15

33.92
Pre-tax income to paid-in capital
(%)
58.01 128.33 380.73 247.04 179.84 237.14
Profit ratio (%) 24.79
32.47

42.02

34.08

27.30

30.95
Earnings per share (NT$) 4.67
10.86

30.43

20.01

15.02

4.81
Cash flow Cash flow ratio (%) 66.25
53.80
123.81
17.10

90.49

35.63
Cash flow adequacy ratio (%) 93.02
96.15
181.22
94.78
104.28 120.79
Cash reinvestment ratio (%) 4.86
7.05

46.75
(53.91)
10.83

18.50
Leverage Operating leverage 2.78
2.25

1.81

2.15

2.47

2.32
Financial leverage 1.00
1.00

1.00

1.00

1.00

1.00
Analysis of financial ratio differences for the last two years. (Not required if the difference does not
exceed 20%)
1. Ratio of long-term capital to property, plant and equipment: There was issuance of ordinary shares
of cash in 2020.
2. Current ratio/Quick ratio: There was issuance of ordinary shares of cash in 2020, which led to
increase in current assets.

3. Interest earned ratio(times) decreased because of decreases in profit before income tax of 2020.
4. Average days in sales decreased because of decreases in Average inventory turnover (times) of 2020.
5. Return on total assetsReturn on stockholders' equity decreased because of decreases in net profit
of 2020.
6. Pre-tax income to paid-in capital decreased because of decreases in net profit of 2020.
7. Earnings per share: Compared with the prior year, there were decreases in net profit of 2020.
8. Cash flow ratio/Cash flow reinvestment ratio: Compared with the prior year, there were cash inflows
generatedfromoperationsin 2020.

126

B. Unconsolidated Financial Analysis


Item
Year Financial Analysis for the Past Five Years Financial Analysis for the Past Five Years Financial Analysis for the Past Five Years Financial Analysis for the Past Five Years Financial Analysis for the Past Five Years
2016 2017 2018 2019 2020
Financial
structure (%)
Debt ratio 25.51
28.85

35.16

34.12

31.24
Ratio of long-term capital to
property, plant and equipment
540.59
705.46
1029.96
829.75
1167.75
Solvency (%) Current ratio 312.41
291.04

246.25

222.43

322.19
Quick ratio 267.00
257.25

226.53

178.11

281.65
Interest earned ratio (times) -
-

-

558.1

279.95
Operating
performance
Accounts receivable turnover
(times)
2.76
2.76

3.51

2.07

1.84
Average collection period 132
132

104

177

198
Inventory turnover (times) 2.40
3.16

4.60

2.80

2.42
Accounts payable turnover (times) 3.29
3.22

3.79

2.54

2.96
Average days in sales 152
116

79

130

150
Property, plant and equipment
turnover(times)
3.79
7.05

14.72

10.26

9.34
Total assets turnover (times) 0.53
0.83

1.13

0.75

0.69
Profitability Return on total assets (%) 14.96
28.01

48.98

27.08

20.19
Return on stockholders' equity (%) 19.16
38.58

73.01

41.39

29.81
Pre-tax income to paid-in capital
(%)
57.37
128.45

376.95

242.28

180.49
Profit ratio (%) 26.21
33.78

43.27

36.15

29.16
Earnings per share (NT$) 4.67
10.86

30.43

20.01

15.02
Cash flow Cash flow ratio (%) 68.18
47.27

122.73

18.40

89.18
Cash flow adequacy ratio (%) 98.04
97.39

186.94

98.02

107.59
Cash reinvestment ratio (%) 8.23
5.45

48.94

(62.74)

13.22
Leverage Operating leverage 2.81
2.20

1.78

2.01

2.31
Financial leverage 1.00
1.00

1.00

1.00

1.00
Analysis of financial ratio differences for the last two years. (Not required if the difference does not
exceed 20%)
1. Ratio of long-term capital to property, plant and equipment: There was issuance of ordinary shares
of cash in 2020.
2. Current ratio/Quick ratio: There was issuance of ordinary shares of cash in 2020, which led to
inr in rrnt t
cease cue asses.
3. Interest earned ratio (times) decreased because of decreases in profit before income tax of 2020.
4. Return on total assetsReturn on stockholders' equity decreased because of decreases in net profit
of 2020.
5. Pre-tax income to paid-in capital decreased because of decreases in net profit of 2020.
6. Earnings per share: Compared with the prior year, there were decreases in net profit of 2020.
7. Cash flow ratio/Cash reinvestment ratioCompared with the prior year, there were cash inflows
generated from operations in 2020.

127

6.3 Audit Committee’s Report in the Most Recent Year

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2020 Business Report, Financial Statements, and proposal for allocation of earnings. The CPA firm of KPMG was retained to audit Machvision’s Financial Statements and has issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and earnings allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of Machvision Inc. Co., Limited. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law, we hereby submit this report.

Machvision Inc. Co., Ltd., 2021 Regular Meeting of Shareholders

Audit Committee February 3, 2021

6.4 Financial Statements for the Years Ended December 31, 2020 and 2019, and Independent Auditors’ Report

Please refer to page 175 to 222 of the Chinese annual report.

English version please refer to company website and Taiwan Stock Exchange Market Observation Post System.

Company Website : http://www.machvision.com.tw

6.5 Consolidated Financial Statements for the Years Ended December 31, 2020 and 2019, and Independent Auditors’ Report

Please refer to page 123 to 174 of the Chinese annual report.

English version please refer to company website and Taiwan Stock Exchange Market Observation Post System.

128

VII. Review of Financial Conditions, Financial Performance, and Risk

Management

7.1 Analysis of Financial Status

Unit: NT$ thousands

Year
Item

2019
2020 Difference Difference
Amount
Current assets 2,355,216
3,123,403

768,187

32.62
Financial assets at fair value
through profit or
loss-non-current
9,644
10,744

1,100

11.41
Property, plant and
equipment
267,915
271,280

3,365

1.26
Intangible assets 8,898
83

(8,815)

(99.07)
Other non-current assets 402,318
303,777

(98,541)

(24.49)
Total assets 3,043,991
3,709,287

665,296

21.86
Current liabilities 895,309
821,898

(73,411)

(8.20)
Non-current liabilities 105,864
279,659

173,795

164.17
Total liabilities 1,001,173
1,101,557

100,384

10.03
Ordinary shares 426,082
447,282

21,200

4.98
Capital surplus 59,512
568,312

508,800

854.95
Retained earnings 1,428,849
1,506,627

77,778

5.44
Other equity interest (4,543)
(3,514)

1,029

(22.65)
Total equity 2,042,818
2,607,730

564,912

27.65
Note 1: Analytical basis: the change rate is more than 20%, and the change amount is more than
NTD$10 million.
Analysis descriptions:
1.
The increase in current assets/total assets were due to issuance of ordinary shares of cash and
proceeds from long-term borrowings in 2020.
2.
The increase in non-current liabilities was due to proceeds from long-term borrowings in 2020.
3.
The increase in Capital surplus/total equity were due to issuance of ordinary shares of cash of
2020.

Note 1: Analytical basis: the change rate is more than 20%, and the change amount is more than NTD$10 million. Analysis descriptions:

  1. The increase in current assets/total assets were due to issuance of ordinary shares of cash and proceeds from long-term borrowings in 2020. 2. The increase in non-current liabilities was due to proceeds from long-term borrowings in 2020. 3. The increase in Capital surplus/total equity were due to issuance of ordinary shares of cash of 2020.

Effect of changes on the company’s financial condition: The Company’s

financial condition has not changed significantly.

  • Future response actions: Not applicable

129

7.2 Analysis of Financial Performance

Unit: NT$ thousands

Unit: NT$ thousands
Year
Item

2019
2020 Increase
(decrease)
amount
Change ratio (%)
Operating income 2,543,441
2,397,855

(145,586)

(5.72)
Operating cost 904,519
878,190

(26,329)

(2.91)
Operating gross profit 1,638,922
1,519,665

(119,257)

(7.28)
Operating expenses 568,425
650,569

82,144

14.45
Operating net profit 1,070,497
869,096

(201,401)

(18.81)
Non-operating income and
expenses
(17,884)
(64,689)

(46,805)

261.71
Continuous operate dept.
pre-tax net profit
1,052,613
804,407

(248,206)

(23.58)
Less: income tax expense 185,744
149,892

(35,852)

(19.30)
Current net profit 866,869
654,515

(212,354)

(24.50)
Other comprehensive profit and
loss
(3,802)
280

4,082

(107.36)
Total consolidated profit and
loss in thisperiod
863,067
654,795

(208,272)

(24.13)
Note 1: Analytical benchmark: the change ratio before and after is more than 20% and the change
amount is more than NTD$10 million.
Analysis descriptions:
1. The increases in non-operating expenses were mainly due to foreign exchange losses of USD
dollars.

Effect of changes on the company’s future business: The Company’s business

scope has not changed significantly.

  • Future response actions: Not applicable.

130

7.3 Analysis of Cash Flow

7.3.1 Remedy for Cash Deficit and Liquidity Analysis

Year
Item
Year
Item
Year
Item
Year
Item
2019 2020 Variance (%) Variance (%)
Cash Flow Ratio (%) 17.10
90.49

429.18%
Cash Flow Adequacy Ratio (%) 94.78
104.28

10.02%
Cash Reinvestment Ratio (%) (53.91)
10.83

-120.09%
Analysis of financial ratio change:
The whole ratio increased was mainly due to ordinary shares of cash and proceeds from long-term

borrowings in 2020.
7.3.2 Cash Flow Analysis for the Coming Year
Estimated
Cash and Cash
Equivalents,
Beginning of
Year
(1)

Estimated Net
Cash Flow
from Operating
Activities
(2)
Estimated
Cash Outflow
(Inflow)
(3)
Cash Surplus
(Deficit)
(1)+(2)-(3)
Leverage of Cash Surplus (Deficit)
Investment Plans Financing Plans
1,616,607
800,000
557,000 1,859,607 NA NA
Analysis of change in cash flow in the coming year:
(1) Operating activities: Net cash inflow from operating activities was mainly due to the
increasing of the net assets in the coming year.
Investing activities: Net cash outflow from investment activities was mainly due to
related expenses such as long-term equity investment and capital expenditure in the
coming year.
Financing activities: Net cash outflow from financing activities was mainly due to the
payment of dividends and bank loans.
(2) Remedial measures and liquidityanalysis for cash shortfalls: NA.

131

7.4 Major Capital Expenditure Items

7.4.1 Major Capital Expenditure Items and Source of Capital: None.

7.4.2 Expected Benefits

A. Estimated Increase in Production, Sales, and Gross Profits: None.

B. Other Benefits: None.

7.5 Investment Policy in the Last Year, Main Causes for Profits or Losses,

Improvement Plans and Investment Plans for the Coming Year

Unit: NT$ thousands

Remarks 2020 Income
(Loss)
Policies Reasons for
Gain
Action Plan Investment
Plan
for the
Item
Amount
or Loss Next 12
Months
Samoa Machvision Inc. (32,389) Investment Mainly due to
the profitability
of the
investment in
Machvision
(Dongguan)Inc.
Improving from
the profitability
of the investment
in Machvision
(Dongguan) Inc.
-
Machvision Holding (Samoa)
Limited
(2,880) Investment Mainly due to
the profitability
of the
investment in
Guandong
Greatsense
Intelligent
Equipment Co.,
Ltd.
The subsidiary
has disposed all
the shares of its
subsidiary in
January 2020 and
liquidated in
September 2020.

-
Machvision Korea Co., Ltd. (5,733)
Maintaining and
trading of machinery
equipment

The company
was established
in 2019. Due to
COVID-19, the
sales figure was
not as expected.
Actively expand
market and
control costs.
-
Autovision Technology Inc. 200
Manufacturing of
computer peripheral
products
Actively expand
market and
control costs.
- -
Sigold Optics Inc. 1,918
Manufacturing of
machinery
equipment
Actively expand
market and
control costs.
- -
ChipAI Co., Ltd. (5,649)
Manufacturing of
computer peripheral
products
Actively expand
market.
Actively expand
market and
control costs.
-
MiM Tech. Inc. (1,742)
Manufacturing of
computer peripheral
products
The Company
has disposed all
the shares of its
subsidiary in
December 2020.
- -
RedPay Co., Ltd. (1,065)
Electronic
Information Supply
Services
The company
was established
in 2019.
The company
will merge with
Avountes Inc. in
-

132

March 2021.
Machvision (Dongguan) Inc. (32,394)
Maintaining and
trading of machinery
equipment

Actively expand
market and
control costs.
Actively expand
market.
-
Dongguan Muxin Intelligent
Equipment Co., Ltd.
(1,211)
Maintaining and
trading of machinery
equipment

The company
was established
in 2020.
Actively expand
market.
-
Avountes Inc. (1,047)
Electronic
Information Supply
Services
The company
was established
in 2020.
The company
will merge with
RedPay Co., Ltd.
in March 2021.
-
SISSCA Co.,Ltd. (1,863) Manufacturing of
computer peripheral
products
The company
was established
in 2020.
The company is
in the product
development,
and plan to finish
the product
qualification in
2021.
-

133

7.6 Analysis of Risk Management

7.6.1 Effects of Changes in Interest Rates, Foreign Exchange Rates and Inflation on Corporate Finance, and Future Response Measures

  • (1) The Company manages all potential risks such as strategic, operational, financial and hazardous risks that may affect operations and profitability in active and cost-effective manner.

  • (2) In the event of risk management, notify superior supervisors, auditors, general manager, chairman and the company's directors and supervisor of the board of directors.

  • (3) Conduct a pre-assessment risk assessment of the strategic operations by general manager's office, and conduct performance tracking of the operations after the event, so that the company's strategy can meet the vision and achieve the company's operational objectives.

  • (4) The company has established relevant measures such as “Internal control system”, “Internal audit implementation rules” and “Self-evaluation procedures for internal control systems of the company”, according to each measure, it is implemented to control the risks, and the heads of various departments closely monitor the related risks, through the risk assessment by the audit department, continue to control and check above risk items. If a major violation is discovered or the company has suffered significant damage, the report is immediately made and notify supervisors, and the board of directors meeting must be convened immediately.

7.6.2 Policies, Main Causes of Gain or Loss and Future Response Measures with Respect to High-risk, High-leveraged Investments, Lending or Endorsement Guarantees, and Derivatives Transactions

  • (1) Board of Directors: the board of directors is the highest unit of company's risk management. It aims to promote and implement the company's overall risk management by following the laws and regulations, ensuring the effectiveness of risk management, and taking the ultimate responsibility of risk management.

  • (2) Finance Department: to build a highly efficient and high-quality financial platform to provide transparent and credible financial information, operational analysis and improvement solutions, with strict control, and appropriate tax planning, credit risk control and finance crisis prediction model that reduces corporate risk.

134

  • (3) Audit Department: based on risk-oriented annual audit plan, review the existence or potential risks of each operation, and be responsible for the revision and promotion of the internal control system to ensure the effective operation risk management of the company.

  • (4) Information Security Department: planning and improving the company's information management system, responsible for network information security control and protection measures, providing management with fast and effective operational management information to reduce information security risks.

  • (5) Each business unit: the heads of each business unit are responsible for the first-line risk management, responsible for analyzing and monitoring the related risks within units, and ensuring that the risk control mechanisms and procedures can be effectively implemented.

7.6.3 Future Research & Development Projects and Corresponding Budget

Estimated investment in research and development in 2021: it is estimated that 10% to 15% of net operating income will be spent on research and development.

7.6.4 Effects of and Response to Changes in Policies and Regulations Relating to Corporate Finance and Sales

The Company consistently pays close attention to any changes in local and foreign policies and makes appropriate amendments to our systems when necessary. During 2020 and as of the date of publication of this annual report, changes in related laws have not had a significant impact on our operations.

7.6.5 Effects of and Response to Changes in Technology and the Industry Relating to Corporate Finance and Sales

The company's main source of revenue is the sales and service revenue of mechanical vision inspection and measurement system products, the main products can be applied to a variety of PCB processes, as high-precision measurement or inspection applications, so the sales and use of customer layer distribution is very wide, there is no risk of concentration of sales.

135

7.6.6 The Impact of Changes in Corporate Image on Corporate Risk Management, and the Company’s Response Measures

The growth and development of the company depends on the continuous service and contribution of senior executives and professional technical personnel. When the company needs to increase manpower demand in response to business growth, it may face the risk of failing to ensure timely filling of manpower requirements due to fierce competition in the human resource market. In view of this, the company provides a diversified and competitive salary system and is not afraid to share its long-term operational success with its colleagues. Therefore, the compensation committee of the board of directors of the Company has decided to adjust the company's compensation system and immediately distribute employee cash bonuses from the company's profits to attract and retain good employees. We believe that by sharing the results of our work with employees, we can not only encourage employees to continue their efforts, but also directly link employees' interests with shareholders' interests and create a win-win situation for the company, shareholders and employees.

7.6.7 Expected Benefits from, Risks Relating to and Response to Merger and Acquisition Plans: None.

  • 7.6.8 Expected Benefits from, Risks Relating to and Response to Factory Expansion Plans: None.

7.6.9 Risks Relating to and Response to Excessive Concentration of Purchasing Sources and Excessive Customer Concentration

The company's procurement of important components, based on the necessity of supply, to maintain at least two suppliers. Although it has established long-term and good cooperative relations with various suppliers, in the supplier management method, the quality, delivery, price and synergy spirit of each supplier is regularly evaluated to ensure the stability of the company's purchase to avoid the risk of insufficient supply due to force majeure

7.6.10 Effects of, Risks Relating to and Response to Large Share Transfers or Changes in Shareholdings by Directors, Supervisors, or Shareholders with Shareholdings of over 10%: None.

136

7.6.11 Effects of, Risks Relating to and Response to the Changes in Management Rights: None.

The structure of our principal shareholders is solid. A strong professional management team is in place to maximize both shareholders and the Company’s best interest. Accordingly, we believe that the risk of changing in management rights that would cause damage to the Company is mitigated. In addition, our risk management department is responsible to monitor any related risks and report to the Board. Our policy is to maintain a steady ownership and management structure. As of the date of this Annual Report, such risks were not identified by the Company.

7.6.12 Litigation or Non-litigation Matters

(1) Major ongoing lawsuits, non-lawsuits or administrative lawsuit: None.

(2) Major ongoing lawsuits, non-lawsuits or administrative lawsuits caused by directors, supervisors or shareholders with over 10% shareholdings: None.

7.6.13 Other Major Risks: None.

137

VIII. Special Disclosure

8.1 Summary of Affiliated Companies

==> picture [417 x 316] intentionally omitted <==

Note1: Redpay Co., Ltd. and Avountes Inc. will be merged in March 2021. Redpay Co., Ltd. is a dissolved company. Avountes Inc. is a surviving company.

8.2 Private Placement Securities in the Most Recent Years: None.

8.3 Shares in the Company Held or Disposed of by Subsidiaries in the Most Recent Years: None.

138