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Nishoku Annual Report 2020

Aug 17, 2021

52364_rns_2021-08-17_a5740518-b31a-45ec-8f5a-bd75e0bd5a75.pdf

Annual Report

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Stock Code:3679

This annual report can be found on websites below: Market Observation Post System:http://mops.twse.com.tw Company Website:http://www.nishoku.com.tw

==> picture [218 x 67] intentionally omitted <==

Nishoku Technology Inc.

2020 Annual Report

Published on April 30, 2021

0

  • 一、 Names, Job Titles, and Telephone Numbers of the Company's Spokesperson and Acting Spokesperson :

Spokesperson:

Name: Tsai, Chien-Sheng

Title: General Manager Tel: (02)2998-3578

E-mail:[email protected]

Deputy Spokesperson: Name: Lin, Tzu-Hsuan Title:CFO Tel: (02)2998-3578

E-mail:[email protected]

  • 二、CORPORATE HEADQUATERS AND MANUFACTURING SITE

Address: No. 36, Ln. 11, Huacheng RD., Xinzhuang Dist., New Taipei City Tel.: (02)2998-3578

三、COMMON SHARE TRANSFER AGENT AND REGISTRAR

Name: The Transfer Agency Department of CTBC Bank

Address:5F, 83, Sec. 1, Chung-Ching S. Rd., Taipei City Website:http://www.chinatrust.com.tw Tel.: (02) 6636-5566

四、AUDITORS

CPA Firm: KPMG

Name of CPA: Cheng-Chien Chen and Sheng-He Yu

Address: 68F, TAIPEI 101 TOWER, No. 7, Sec. 5, Xinyi Road, Taipei City Website:www.kpmg.com.tw Tel.: 886(2) 8101-6666

  • 五、OVERSEAS SECURITIES EXCHANGE:None.

  • 六、FOR MORE INFORMATION ABOUT NISHOKU:http://www.nishoku.com.tw

1

TABLE OF CONTENTS

  1. Letter to Shareholders ....................................................................................................... 01 2. Company Profile ............................................................................................................... 05 3. Corporate Governance 3.1 Organization Structure ................................................................................................ 08 3.2 Board of Directors and Management Team ............................................................. 08 3.3 Remuneration and Compensation Paid to Directors, the President, andVice President ................................................................................................................. 19 3.4 Implementation of Corporate Governance .................................................................... 24 3.5 Information Regarding CPA Fees ................................................................................ 71 3.6 Information on Change of CPA. .................................................................................. 71 3.7 Management Team Who Had Worked for the Independent Auditor ............................... 71 3.8 Status of Net Change in Shareholding and Shares Pledged ............................................ 72 3.9 The Relation of the Top Ten Shareholders.................................................................... 74 3.10 Long-Term Investment Ownership ............................................................................. 75 4. Capital and Shares 4.1 Sources of Capital ....................................................................................................... 75 4.2 Composition of Shareholders ....................................................................................... 77 4.3 Distribution of Shareholdings ...................................................................................... 78 4.4 Register of Major Shareholders ................................................................................... 78 4.5 Market Price,Net Worth,Earnings and Dividends Per Common Share ................... 79 4.6 Dividend Policy and Execution Status ..................................................................... 79 4.7 The impact of stock dividend distributions proposed by the Shareholders Meeting for the current fiscal year on company operating performance and earnings per share 80 4.8 Compensation to Empolyees and Remuneration to Directors ................................. 80 4.9 Buyback of Common Stock ..................................................................................... 81 4.10 Issuance of Corporate Bond ....................................................................................... 81 4.11 Preferred Shares ........................................................................................................ 81 4.12 Issuance of Global Depository Receipts ..................................................................... 82 4.13 Employee Stock Option ............................................................................................. 82 4.14 Employee Restricted Stocks .................................................................................. 84 4.15 New Shares Issuance in Connection with Mergers and Acquisitions ............................ 84 4.16 Financing Plan and Implementation ........................................................................... 84 5. Overview of Business Operation 5.1 Business Activities ...................................................................................................... 85

2

5.2 Market and Sales Overview ......................................................................................... 91 5.3 Status of Employees .................................................................................................... 99 5.4 Expenditure on Environmental Protection .................................................................. 100 5.5 Employee Relations .................................................................................................. 100 5.6 Important Contracts .................................................................................................. 103 6. Financial Information 6.1 Five-Year Financial Summary .......................................................................................... 104 6.2 Five-Year Financial Analysis............................................................................................ 108 6.3 Audit Committee Review Report ............................................................................... 112 6.4 Consolidated Financial Statements ............................................................................. 113 6.5 Non-Consolidated Financial Statements ..................................................................... 171 6.6 Financial Difficulties ................................................................................................ 221 7. Review of Financial Position, Management Performance and Risk Management 7.1 Analysis of Financial Status ...................................................................................... 222 7.2 Analysis of Operating Results.................................................................................... 223 7.3 Analysis of Cash Flow .............................................................................................. 224 7.4 Major Capital Expenditure ........................................................................................ 226 7.5 Investment Policy ..................................................................................................... 226 7.6 Analysis of Risk Management ................................................................................... 227 7.7 Other Major Risks..................................................................................................... 234 8. Other Special Notes 8.1 Affiliated Companies ................................................................................................ 235 8.2 Private Placement Securities ...................................................................................... 240 8.3 The Shares of the Company Held or Disposed of by the Subsidiaries ........................... 240 8.4 Special Notes ............................................................................................................ 240 8.5 Events with Significant Impacts ................................................................................. 240

3

1. Letter to Shareholders

Dear Shareholders,

We thank each and every of our shareholder’s support of Nishoku Group. With your busy schedule, we are grateful for your participation in the Company's 2021 General Shareholders Meeting. On behalf of everyone at Nishoku, your presence is most welcome.

Looking back at 2020, the net annual consolidated operating revenue amounted to NT$ 4.808 billion, which is a rise of 22% from the previous year. Due to the optimization of product manufacturing processes, the gross profit was 32%, which is a rise of 10% from the previous year. Although affected by exchange loss in the current year. The earnings after tax was NT$11.57 per share, with an increase of NT$ 6.15 from the previous year. The annual profit is still at a record high since the listing

Looking into the year of 2021, despite that the COVID-10 pandemic shows no signs of significant mitigation, and the trade war between China and the U.S. continues to drive the shift of the industrial supply chains, the Company will continue to dedicate its effort in the development of various automation of manufacturing processes and integration of group resources, and will also accelerate the expansion of the production economic scale in Vietnamese market, thereby achieving the goal of stable growth in both revenue and profit through global market planning and distributed management.

Below is 2020 operating report and 2021 operating plans:

1. The 2020 Business result:

(1) Performance Of Business Plan

At the beginning of 2020, the outbreak of COVID-19 pandemic took place worldwide, and to control the pandemic, all counties established border lockout polices such that the markets around the globe were in panic. Despite that, subsequently, all countries started to lifting the border restrictions, relax the social control measures and reactivate the economy nowadays, the industrial chains in all sectors were still significantly affected by the pandemic and the global economic was still in its downtime.

At the beginning of the year, the Company was affected by the pandemic such that the commencement of work was postponed to a later day; however, as the pandemic in China was mitigated, and as the pandemic had caused change in the corporate management and personal living and working model, demands related to home economy and remote

1

office were driven to grow, such that the 2020 consolidated operating revenue was NT$4.808 billion, an increase of 22% from last year. Through product combination and manufacturing process optimization, the whole-year gross margin was 32%, an increase of 10% from last year. Although the Company was affected by the exchange loss in 2020, the earnings per share (EPS) still reached NT$11.57, an increase of NT$6.15 from last year, and the whole-year profit also reached the record high since the public offering of the Company.

Unit: NT$ thousand

Year
Item
2020 2019 Percentage of
change(%)
Net operatingincome 4,808,261 3,957,144 22%
Operatingcost 3,268,381 3,078,431 6%
Grossprofit 1,539,880 878,713 75%
Operating profit 1,069,052 379,003 182%
Non-Operating
Income
(194,495) 45,548 (527%)
Profit before tax 874,557 424,551 106%
Profit after tax 721,362 337,622 114%
Grossprofit(%) 32% 22%
Operating profit(%) 22% 9%

(2) Status of Budget Execution

Not available as Nishoku Technology Inc. had not declared 2020 financial forecast.

  • (3) Financial Receipt and Expenditure, and Profitability Analysis
Items of analysis 2020 2019
Financial
Structure &
Solvency
Current ratio(%) 252.34 299.43
Quick ratio(%) 227.87 274.28
Interest coverage ratio 42.75 16.98
Debt to assets ratio(%) 48.28 49.32
Profitability ROA(%) 9.00 4.74
Return on shareholders’ equity (%) 17.17 8.58
Income before tax as a percentage of
paid-in capital(%)
140.05 68.15
Netprofit rate(%) 15.00 8.53
After tax EPS(NTD) 11.57 5.42

2

(4) Status of R&D

Besides discussing with the end customers about the design in aim to grasp the opportunities, the Company also has been dedicating itself in studying the key technologies and production capabilities. With the coupling of existing mature technologies, the Company has extended the technology to multiple compound production process and continued to develop new production processes. For example, the waterproof TPR materials, electronic parts such as FPC flexible board, IMR laser spraying production technologies. The technologies not only provides customers with diverse and refined choices, but also become the core for saving post processing costs and creating profits.

2. 2021 Business Prospects

(1)Business strategy

  1. Introduce the environmentally friendly processes and use environmentally friendly materials to improve the Company's competitiveness as a green industry.

  2. Accelerate the expansion of the Vietnamese market development and production scale to achieve synergy in the production economy.

  3. Proactively cultivate and recruit talents, optimize the performance reward system and enhance the completeness of key talents to enhance competitiveness.

  4. Continue to optimize the product portfolio, effectively implement cost control, and pursue the maximization of shareholders' equity.

  5. (2) Forecast of Sales Quantity and Its Basis

The Company took into the account the the overall external environmental changes and future developments in the estimation of future sales volume, based on which, the Company formulates with reference to past business operation, Company’s current status and future development trend. As the Company does not disclose its 2021 financial forecast, the estimated sales volume shall not be disclosed.

(3) Policies on Production and Marketing

  1. Continue to improve production process capability and yield, improve operating efficiency, and enhance cost control.

  2. Actively develop new market applications, expand product width, and maintain the market competitiveness.

  3. Continue to expand global product lines and sales regions to reduce the operational risk of excessively concentrated product development.

3. Future Developing Strategies of Company

In face of the rapid changes and challenges of the domestic and international environment, the

3

future development strategies are as follows:

  1. In response to the transfer of orders due to the Sino-US trade war, we will accelerate the expansion of the production base in Vietnam to meet the order demands.

  2. Improve industrial green technology, we are expected to add water-based spraying process, and solidify the core competitiveness of enterprises.

  3. We will accelerate the development of various automated processes to improve efficiency and streamline manpower.

  4. We will take an proactive approach in the development of new market application areas and further research on the compound process. We will seek the integration of the midstream and downstream industry chains to create comprehensive benefits.

4. Impacts of the external competitive environment, regulatory environment, and the overall business environment

Looking into the year of 2021, as the pandemic has changed the corporate management method and persona living and working styles, such new style and models are expected to become common in the future. The new U.S. Government will likely continue to maintain the polices of the former government for a short period of time, and the trade war between China and the U.S. Will continue to drive the transfer of the industrial supply chains. The Company values such occurrence as an opportunity and has accelerated the expansion of the Vietnamese market and economy scale of development and production. At the same time, we continue to commit to the integration of group resources and organizations to improve internal efficiency and strengthen risk management to meet future challenges with a stable operating robustness. Moreover, the Company lay emphasis on the dynamics of the external competitive environment to respond to changes in the market environment and fully grasp the changes in relevant regulations. We stay prepared and take appropriate response measures to reduce the operational risks of future industry and overall environmental changes.

Once again, I thank each of our shareholder’s support, trust and encouragement for the Company.

I wish you all Healthy and well

Chairman Chen, Piao-Fu

General Manager Tsai, Chien-Sheng

4

2. Company Profile

2.1 Date of Incorporation: June 27th, 1980

2.2 Company Milestones

Time Company Milestones
1980
Established as Chi-Hsing Enterprise Co., Ltd. to specialize in the manufacture
of steelplastic injection molds and single injection moldproducts.
Dec 2001
Established as Chi-Hsing Enterprise Co., Ltd. to specialize in the manufacture
of steelplastic injection molds and single injection moldproducts.
Oct 2003
Cultivated the European market in collaboration with strategicpartner T&J.
Jun 2007
Changed the companyname toNishoku TechnologyInc.
May2008
Set up Nishoku Technology VietnamCo.,Ltd.in Hanoi, Vietnam
July 2008
Acquired 100% shares of Hsin Jin Li Holdings and indirectly invested 100%
shares of Kunshan Nishoku Plastics and Electronics Co., Ltd., Kunshan Nishoku
Mold Industrial Co., Ltd., and Nishoku Plastic Mold (Shenzhen) Co., Ltd.
through Sun Nice Ltd. (Samoa) to establish production bases in China for
expanding the scale of production to meet the needs for market expansion and
groupoperations.
Nov 2008
Implemented the NCVMprocess in Kunshan and Shenzhenplants.
May2009
Plans to build the Taipei headquarters building
Aug2009
Initialpublic offering.
Nov 2009
Registered for trading at the Emerging Market at TPEx.

Construction for Taipei headquarters buildingstarted.
Dec 2009
As a means to integrate the Group’s internal resources, 100 equity of SUN NICE
LTD.(SAMOA) was acquired through investment and 100% equity of Kunshan
Xinrisheng Electronics Co., Ltd. and Xinzhihong Electronics Co., Ltd. are held
in directly.
Dec 2010
For the purpose of maximizing the distribution efficiency of the Group’s
internal resources, 2 companies: Kunshan Xinrisheng Electronics Co., Ltd. and
Xinzhihong Electronics Co., Ltd. were merged through SUN NICE LTD.
(SAMOA) which it directly owned.

Selected in the Deloitte Technology Fast 500 Asia Pacific and ranked the fifth
largest in Taiwan.
Jan 2011
Nishoku Technology Vietnam Co., Ltd. passed ISO-9001and ISO14000
certification.

Completion of Taipei headquarters building
Mar 2011
Completion of the TaipeiOperational HQBuilding.

5

Time Company Milestones
Jun 2011
Approved for listing by the Financial Supervisory Commission, Executive
Yuan.
Aug 2011
Acquired ISO14001:2004 certification, and Nishoku Technology Vietnam Co.,
Ltd. passedOHSAS18000certification.
Sep 2001
NISHOKU PLASTIC MOLD (SHENZHEN) CO., LTD. passed OHSAS18000
certification.
Oct 2011
Officially listed on the Taipei Stock Exchange to become a newcomer of the
stock market.
Dec 2011
For the purpose of maximizing the distribution efficiency of the Group’s
internal resources, 3 companies: Kunshan Xinzhisheng Plastic Electronics Co.,
Ltd., Kunshan Xinzhisheng Mold Industry Co., Ltd., and Kunshan Xinrisheng
Electronics Co., Ltd., were merged through SUN NICE LTD. (SAMOA) which
it directlyowned.
Apr 2012
Completion ofNishoku Technology VietnamCo.,Ltd.Phase 2.
May 2012
NISHOKU PLASTIC MOLD (SHENZHEN) CO., LTD. acquired the National
High-tech Enterprise recognition.
Jun 2012
The Taipei HQ Building passed the LEED Gold certification for green
buildings.
Jul 2012
NISHOKU PLASTIC MOLD (SHENZHEN) CO., LTD. acquired the
Certificate of Honor for Industryand Enterprise SafetyManagement
Oct 2012
KUNSHAN NISHOKU PLASTIC ELECTRONIC CO., LTD. acquired the
National High-tech Enterprise recognition.
May 2013
Rated as one of the “Top 2000 Enterprises” and the “Top 150 Computer
Peripherals and Components Manufacturers” byCommonWealth.
Dec 2013
NISHOKU PLASTIC MOLD (SHENZHEN) CO., LTD. won the 2013
Manufacturer with Outstanding Contribution in Guangdong and rated one of
the Top500 Manufacturers.
May 2014
Rated as one of the “Top 2000 Enterprises” and the “Top 100 Computer
Peripherals and Components Manufacturers” byCommonWealth.
Jun 2014
KUNSHAN NISHOKU PLASTIC ELECTRONIC CO., LTD.passed ISO/TS
16949:2009 certification.。
Jan 2015
Nishoku Technology Vietnam Co., Ltd passed ISO/TS 16949:2009
certification.
Apr 2015
Merged Kunshan Nishoku Plastics and Electronics Co., Ltd., Nishoku Mold
Co.,Ltd.,and KunshanNishoku ElectronicsCo.,Ltd.into KunshanNishoku

6

Time Company Milestones
Plastics and Electronics Co., Ltd. to maximize the efficiency of internal
resource allocation.
May 2015
Rated as one of the “Top 2000 Enterprises” and the “Top 100 Computer
Peripherals andComponents Manufacturers” by CommonWealth.
Jul 2015
KUNSHAN NISHOKU PLASTIC ELECTRONIC CO., LTD.passed
OHSAS1800:2007 certification.
Nov 2015
KUNSHAN NISHOKU PLASTIC ELECTRONIC CO., LTD. acquired the
National High-tech Enterprise recognition.
Dec 2015
NISHOKU PLASTIC MOLD (SHENZHEN) CO., LTD. acquired the National
High-tech Enterprise recognition.
May 2016
Rated as one of the “Top 2000 Enterprises” and the “Top 100 Computer
Peripherals andComponents Manufacturers” by CommonWealth.
May 2017
Rated as one of the “Top 2000 Enterprises” and the “Top 100 Computer
Peripherals andComponents Manufacturers” by CommonWealth.
Jul 2017
Rated as one of the “Top 5000 Enterprises in Taiwan” by China Credit
InformationService Ltd.” in 2017
May 2018
Rated as one of the “Top 2000 Enterprises” and the “Top 100 Computer
Peripherals and Components Manufacturers” byCommonWealth.
Jul 2018
Completed phase II of KUNSHAN NISHOKU PLASTIC ELECTRONIC CO.,
LTD. to expand the scale ofproduction.
Nov 2018
NISHOKU PLASTIC MOLD (SHENZHEN) CO., LTD. acquired the National
High-tech Enterprise recognition.
Nov 2018
KUNSHAN NISHOKU PLASTIC ELECTRONIC CO., LTD. acquired the
National High-tech Enterprise recognition.
Mar 2019
KUNSHAN NISHOKU PLASTIC ELECTRONIC CO., LTD.passed
ISO13485:2016 certificaiton。
May 2019
Rated as one of the “Top 2000 Enterprises” and the “Top 100 Computer
Peripherals andComponents Manufacturers” by CommonWealth.
Sep 2019
NISHOKU PLASTIC MOLD (SHENZHEN) CO., LTD.passed
GB/T24001:2016、ISO14001:2015、ISO45001:2018 certification.
Feb 2020
Nishoku Technology Vietnam Co., Ltd passed ISO9001:2015、
ISO14001:2015 certification.
Mar 2020
Nishoku Technology VietnamCo.,Ltdpassed ISO45001:2018certification.
May 2020
Rated as one of the “Top 2000 Enterprises” and the “Top 100 Computer
Peripherals and Components Manufacturers” byCommonWealth.

7

3. Corporate Governance

3.1 Organization Structure

3.1.1 Organization Chart (As of 2020/12/31)

There are a Board of Directors and Shareholders Meeting above the Company’s management and the Board of Directors has established the Audit Office. The management’s priority is making decisions. There are also a Chairperson’s Office and President’s Office; 4 divisions have been established under the Board of Director’s office and the President’s office: Finance and Accounting Division, Management Division, Business Division and R&D Division. There are also 10 Offices, including: Labor Safety and Health Management Office, Finance Department, Accounting Department, Information Department, Human Resources Administration Department, Procurement Department, Business Department, Engineering Department, Production Department and Quality Management Department.

The Company’s organization is as the following chart:

==> picture [463 x 503] intentionally omitted <==

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

Meeting of Shareholders
Audit Committee Board of Directors
Compensation Audit Office
Committee
Chairman
Chairman’s
Office
President
President’s
Office
Finacial & Sales R&D
Accounting Division Division
Division
- 8 -
Human Resources Sales Department QC Department
Financial Departemt
Office of Occupational Accounting Department Information Department Procurement Depatrmant Engineering Department
Administration Department Manufacturing Department
Safety and Health Managemant
----- End of picture text -----

3.1.2 Department Functions

.2 Department Functions
Department Main Responsibilities
Chairman’s
Office
Executes the Board of Directors’ important decisions and each business’
management strategies, plans of long-term development and their promotion;
strategy establishment and plans of the integration development within the Group’s
businesses.
President’s
Office
1. Assists the President in executing tasks relating to unit communication
coordination and management.
2. Leads the Company'sperformance and management.
Audit Office Assists the Board of Directors and the management in checking and reviewing the
deficiency of the internal control system and evaluates operation result and its
productivity. Provides improvement suggestions in a timely manner, ensuring that
the internal control system may continue to be performed with efficiency. The
suggestions will be used as a reference when reviewing and amending the internal
control system.
Financial &
Accounting
Division
Finance Department:
1. Fund raising, management, uses of funds,etc.; financial report analysis, etc.;
budget planning and controlling; convening of Board of Directors meetings and
Shareholders meetings, relationship maintenance of shareholders, and promotion
of corporate governance.
2. Holds a concurrent position at the Company’s corporate ethical management and
corporategovernance unit.
Accounting Department:
Routine accounting affairs, periodical preparation of financial statements and
management statements, account management of investee companies, and reporting
andplanningof tax affairs.
Sales
Division
Development of customers, customer management and maintenance as well as
coordination of production and sales in terms of the products produced and
manufactured bythe Company.
R&D
Division
1. Development and testing of new products, new dies and fixtures as well as R&D
and supervision of new technology.
2. Technical assistance and solving production issue.
3. Preparation of trial material.
4. New dieproduction, parts outsourcingcontrol and manufacturing processing.
Human
Resources
Administration
Department
1. HR planning, personnel recruiting and change, wages and labor and health
insurance, education and training, performance appraisal, management for when
personnel leaves their job, and personnel regulation system.
2. Fixed assets management and maintains the Company's normal operation and
related matters.
3. Corporate responsibility concurrent unit - facilitates events including corporate
commitments,social involvement and environmentalprotection.
Information
Department
Responsible for the the integration and development of the application system,
information and management of information and website structureplans,
  • 9 -
construction and management of information security plans relating to the Group’s
operating procedures.
Procurement
Department
Grasps of prices and market situation of raw materials, management of procurement
procedures,procurement negotiation and supplier management.
Manufacturing
Department

1. Production process scheduling, shipment date control, management of raw
materials and waste, shipment.
2. Producing and manufacturing products and semi-finished products that meet
quality specifications.
3. Dies and machinerymaintenance and repair, production of figs and fixtures.
QC
Department
1. Supervises instrument calibration, production quality statistics, handling of
complaints and promotion of company quality management system, and document
control.
2. Incoming inspection of raw materials and outsourced parts, manufacturing process
inspection, shipment inspection, measurements of sizes of sample parts and
measurements ofparts inproduction.
Office of
Occupational
Safety and
Health
Management
1. Plans and supervises the labor safety and health management of all departments
and implement labor safety and health education and trainings.
2. Formulates occupational disaster prevention plans and guides related departments
to carry out disaster statistics.
3. Plans labor health examinations and implements health management.
  • 10 -

3.2 Board of Directors and Management Team 3.2.1 Introduction of Board of Directors

3.2.1.1 Director & Supervisor

As of 2021/04/19 As of 2021/04/19 As of 2021/04/19 As of 2021/04/19
T i t l e Natio
nality
Name Gend
er
Date First
Elected
Date
Elected
Term
(Year
s)
Shareholding
when Elected
Current
Shareholding
Spouse & Minor
Shareholding
Shareholding by
Nominee
Arrangement
Experience (Education) Selected Current Positions Other Managers that
Have Spousal
Relationship or are
within the Second
Degree of Kinship
with
Number of
the Concerned
Person
N o t e
(Note
1
)
Shares % Shares % Shares % Shares % Title Name Relati
o n
Chair
man
R.O.C Ghi Yang
Investment
Limited
- 2008/12/26 2019/6/18 3 1,839,621 2.95% 1,880,621 3.01%
0

0%

0

0%

R.O.C Rep.: Chen,
Piao-Fu
Male 2008/12/26 2019/6/18 3 0
0%

222,682
0.36%
336,476
0.54% 3,600,000 5.75%
Lee-Ming College of
Technology
QC supervisor of Sampo
Corporation
QC Assistant Manager of
Dixing Industrial Co., Ltd.
Chairman of Nishoku
Industrial Inc.
Chairman of Nishoku
Technology INC.

Chairman of Nishoku Technology Inc.
Chairman of SAME START LIMITED
Chairman of Nishoku Hong Kong Holding
Limited
Chairman of Nishoku Platic Mold (Shenzhen)
Co., Ltd.
Director of SUN NICE LIMITED(SAMOA)
Director of Nishoku Boueki Co., Ltd.
Chairman of Nishoku Technology Vietnam Co.,
Ltd.
None None None None
Direct
or
R.O.C Heng Sheng
Investment
Limited
- 2008/12/26 2019/6/18 3 2,243,956 3.60% 2,263,956 3.62%
0

0%

0

0%

R.O.C Rep.: Tsai,
Chien-Sheng
Male 2008/12/26 2019/6/18 3 0
0%

2,130
0.00%
445,197
0.71% 4,500,000 7.19%
EMBA of National Taiwan
University
Engineering Supervisor of
Dixing Industrial Co., Ltd.
President of Nishoku
Industrial Inc.
President of Nishoku
Technology Inc.

President of Nishoku Technology Inc.
Director of SAME START LIMITED
Director of Nishoku Hong Kong Holding Limited
Director of Nishoku Platic Mold (Shenzhen) Co., Ltd.
Chairman of SUN NICE LIMITED(SAMOA)
Director of Nishoku Boueki Co., Ltd.
Director of Nishoku Technology Vietnam Co., Ltd.
Chairman of Kunshan Nishoku Plastic ElectronicCo.,
Ltd.
Chairman of SUN NICE LIMITED(B.V.I)
Direc
otr
Wu,
Ying-
Lan
Spou
se
None
  • 11 -
T i t l e Natio
nality
Name Gend
er
Date First
Elected
Date
Elected
Term
(Year
s)
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) Selected Current Positions Other Managers that
Have Spousal
Relationship or are
within the Second
Degree of Kinship
with
Number of
the Concerned
Person
Other Managers that
Have Spousal
Relationship or are
within the Second
Degree of Kinship
with
Number of
the Concerned
Person
Other Managers that
Have Spousal
Relationship or are
within the Second
Degree of Kinship
with
Number of
the Concerned
Person
N o t e
(Note
1
)
Shares % Shares % Shares % Shares % Title Name Relati
o n
R.O.C Rep.: Wu,
Ying-Lan
Femal
e
2019/6/18 2019/6/18 3 0
0%

31,805
0.05%
415,522
0.66% 4,500,000 7.19%
Ming Chuan College
Chairman of Nishoku Boueki
Co., Ltd.
Chairman of Nishoku Boueki Co., Ltd. Direc
otr
Tsai,
Chie
n-
Shen
g
Spou
se
None
Direct
or
R.O.C Cyuan Guan
Investment
Limited
- 2008/12/26 2019/6/18 3 1,855,308 2.98% 1,855,308 2.97%
0

0%

0

0%

R.O.C Rep.: Chang,
Wen-Hsien
Male 2008/12/26 2019/6/18 3 0
0%

117,309
0.19%
9,316
0.01% 4,050,000 6.47%
Ta Hwa Technical College
Manafacturing Supervisor
of
Dixing Industrial Co., Ltd.
Vice President of Nishoku
Industrial Inc.
Executive Vice President of
Nishoku Technology Inc.
President of Kunshan
Nishoku Plastic
ElectronicCo., Ltd.


Executive Vice President of Nishoku Technology Inc.
Supervisor of Nishoku Boueki Co., Ltd.
Director of SAME START LIMITED
Director of Nishoku Hong Kong Holding Limited
Director of Nishoku Platic Mold (Shenzhen) Co., Ltd
Director of SUN NICE LIMITED(SAMOA)
Director of Nishoku Technology Vietnam Co., Ltd.
Director of Kunshan Nishoku Plastic ElectronicCo., Ltd.
None None None None
Direct
or
R.O.C Jhan Yu
Investment
Limited
- 2008/12/26 2019/6/18 3 2,683,082 4.31% 2,683,082 4.29%
0

0%

0

0%

R.O.C Rep.: Hsieh,
Xin-
Yi(Note2)
Male 2009/1/29 2019/6/18 3 0
0%
3,883,968 6.21%
38,400
0.06%
0

0%

MBA of International
University of Monaco
Sales of Spring Machinery
Company

Principal of Zhanyu Investment Co., Ltd.
Sales Manger of Well-achieve Co., Ltd.
None None None None
Direct
or
R.O.C Chang Shun
Investment
Limited
- 2019/6/18 2019/6/18 3 2,705,932 4.34% 2,705,932 4.33%
0

0%

0

0%

R.O.C Rep.: Fan,
Chia-Wen
Femal
e
2019/6/18 2019/6/18 3 0
0%

194,409
0.31%
0

0%

0

0%

National Kaohsiung
University of Hospitality
and Tourism
Flight attendants of EVA
Air
CFO of Changshun Investment Co., Ltd None None None None
  • 12 -
T i t l e Natio
nality
Name Gend
er
Date First
Elected
Date
Elected
Term
(Year
s)
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) Selected Current Positions Other Managers that
Have Spousal
Relationship or are
within the Second
Degree of Kinship
with
Number of
the Concerned
Person
Other Managers that
Have Spousal
Relationship or are
within the Second
Degree of Kinship
with
Number of
the Concerned
Person
Other Managers that
Have Spousal
Relationship or are
within the Second
Degree of Kinship
with
Number of
the Concerned
Person
N o t e
(Note
1
)
Shares % Shares % Shares % Shares % Title Name Relati
o n
Indepe
ndent
Direct
or
R.O.C Chan, Chin-
Hung
Male 2010/6/30 2019/6/18 3 0
0%

0

0%

0

0%

0

0%

Ph.D. in Economics,
Kyushu University
Executive Director of
College of Management,
ChangGungUniversity
Professor of Chang Gung University
concurrently serves as the CEO of the
School of Business Management.
Supervisor of PODAK CO., LTD
None None None None
Indepe
ndent
Direct
or
R.O.C Lin, Horng
Chang
Male 2019/6/18 2019/6/18 3 0
0%

0

0%

0

0%

0

0%

MBA of George
Washington University
EMBA of National Taiwan
University
Financial Senior Manager
and Spokeman of Senao
International Co., Ltd
CFO of HEALTHCONN
CORP.



Chairman of OMNI MEDIA
INTERNATIONAL INCORPORATION
Independent Director of Taiwan Fertilizer
company
International Holdings Limited
Supervisor of BRIGHT LED
ELECTRONICS CORP.
Supervisor of Provision Information Co
Ltd
None None None None
Indepe
ndent
Direct
or
R.O.C Ko, Shun-
Hsiung
Male 2011/7/28 2019/6/18 3 0
0%

0

0%

0

0%

0

0%

Mater of Bussiness
Administraion of National
TaiwanUniversity
Senior Manager of Ruentex
Development Co.,Ltd.
Director of China
Development Industrial
Bank

CPA of Jianda United Accounting
FirmIndependent Director ofSilergy Corp.
Independent Director of Ruentex
Development Co.,Ltd.
None None None None

Note 1: Where the chairperson of the board of directors and the general manager 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, an explanation shall be given of the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto

Note2:Director Hsieh, Hong-Chang changed his name to Hsieh, Xin-Yi in December 2020

  • 13 -

3.2.1.2 Director、Supervisor Major Shareholders of the Major Shareholders that are Juridical Persons:

3.2.1.2.1 Major Shareholders of the Institutional Shareholders

As of 2021/04/19

As of 2021/04/19
Name of Institutional
Shareholders
Major Shareholders of the Institutional Shareholders
Ghi Yang Investment
Limited
FAST GROW CO., LTD.(100%)
Heng Sheng Investment
Limited
LEADING PIONEER CO., LTD. (100%)
Cyuan Guan Investment
Limited
STAR GATE CO., LTD. (100%)
Jhan Yu Investment Limited PAN OCEAN INTERNATIONAL CO., LTD.(100%)
Chang Shun Investment
Limited
Quansheng Investment Co., Ltd

3.2.1.3Major Shareholders of the Major Shareholders that are Juridical Persons

As of 2021/04/19

As of 2021/04/19
Name of Institutional Shareholders Major Shareholders of the Institutional
Shareholders
FAST GROW CO., LTD. SONIC PLUS GROUP LIMITED.(100%)
LEADING PIONEER CO., LTD. FAMOUS DRAGON LIMITED.(100%)
STAR GATE CO., LTD. ELITE ALLY LIMITED.(100%)
PAN OCEAN INTERNATIONAL
CO.,LTD.
ADVANCE SUCCESS INTERNATIONAL
LIMITED.(100%)
Quansheng Investment Co., Ltd CFC Limited(100%)
  • 14 -

3.2.1.4 Professional Qualifications and Independence Analysis of the Board Directors

Criteria
Name
Met One of the Following Professional
Qualification Requirements with at Least Five
Years Work Experience
Met One of the Following Professional
Qualification Requirements with at Least Five
Years Work Experience
Met One of the Following Professional
Qualification Requirements 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) Numb
er of
Other
Publi
c
Comp
anies
in
Whic
h the
Indivi
dual
is
Conc
urrent
ly
Servi
ng as
an
Indep
enden
t
Direct
or
An Instructor or Higher
Position in a
Department of
Commerce
Law,Finance,Accountin
g,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
Accountin
g, or
Otherwise
Necessary
for the
Business
of the
Company


1
2 3 4 5 6 7 8 9 10 11 12
Ghi Yang
Investment Limited
Rep.: Chen,Piao-Fu
None
Heng Sheng
Investment
Limited
Rep.: Tsai, Chien-
Sheng
None
Heng Sheng
Investment
Limited
Rep.: Wu, Ying-
Lan
None
Cyuan Guan
Investment
Limited
Rep.: Chang, Wen-
Hsien
None
Jhan Yu
Investment
Limited
Rep.: Hsieh,
Xin-Yi
None
Chang Shun
Investment
Limited
Rep.: Fan, Chia-
Wen
None
Chan, Chin-Hung None
Ko, Shun-Hsiung 1
  • 15 -
Criteria
Name
Met One of the Following Professional
Qualification Requirements with at Least Five
Years Work Experience
Met One of the Following Professional
Qualification Requirements with at Least Five
Years Work Experience
Met One of the Following Professional
Qualification Requirements 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) Numb
er of
Other
Publi
c
Comp
anies
in
Whic
h the
Indivi
dual
is
Conc
urrent
ly
Servi
ng as
an
Indep
enden
t
Direct
or
An Instructor or Higher
Position in a
Department of
Commerce
Law,Finance,Accountin
g,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
Accountin
g, or
Otherwise
Necessary
for the
Business
of the
Company


1
2 3 4 5 6 7 8 9 10 11 12
Lin, Horng Chang 2

Note1: Directors, during the two years before being elected and during the term of office, meet any of the following situations, please tick the appropriate corresponding boxes:

  1. Not an employee of the company or any of its affiliates;

  2. Not a director or supervisor of the company or any of its affiliates.;

  3. 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 amount of one percent or more of the total number of issued shares of the company or ranks as one of its top ten shareholders;

  4. Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the officer in the preceding 1 subparagraph, or of any of the above persons in the preceding subparagraphs 2 and 3;

  5. Not a director, supervisor, or employee of a corporate/institutional shareholder that directly holds five percent or more of the total number of issued shares of the company, ranks as of its top five shareholders, or has representative director(s) serving on the company’s board based on Article 27 of the Company Law.

  6. Not a director, supervisor, or employee of a company of which the majority of board seats or voting shares is controlled by a company that also controls the same of the company;

  7. Not a director, supervisor, or employee of a company of which the chairman or CEO (or equivalent) themselves or their spouse also serve as the company’s chairman or CEO (or equivalent);

  8. 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;

  9. Other than serving as a compensation committee member of the company, not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the company or to any affiliate of the company, or a spouse thereof, and the service provided is an “audit service” or a “non-audit service which total compensation within the recent two years exceeds NTD500,000”;

  10. Not having a marital relationship, or a relative within the second degree of kinship to any other director of the company;

  11. Not been a person of any conditions defined in Article 30 of the Company Law; and

  12. Not a governmental, juridical person or its representative as defined in Aticle 27 of the Company Law. Note2: Director Hsieh, Hong-Chang changed his name to Hsieh, Xin-Yi in December 2020

  13. 16 -

As of 2021/04/19

3.2.2 Introduction of the Management Team

Title Natio
nality
Name Gen
der
On-board
Date
Current
Shareholding
(Note)
Current
Shareholding
(Note)
Spouse & Minor
S h a r e h o l d i n g
Spouse & Minor
S h a r e h o l d i n g


Shareholding by
Nominee
Arrangement


Shareholding by
Nominee
Arrangement
Experience (Education) Selected Current Positions Other Managers that
Have Spousal
Relationship or are
within the Second
Degree of Kinship with
Number of
the Concerned Person
Other Managers that
Have Spousal
Relationship or are
within the Second
Degree of Kinship with
Number of
the Concerned Person
Other Managers that
Have Spousal
Relationship or are
within the Second
Degree of Kinship with
Number of
the Concerned Person
Note
(Note
1)
Shares % Shares % Shares % Title Name Relati
o n
Chairma
n
R.O.C Chen,
Piao-Fu
Male 2011/12/2
7
222,682 0.36%
336,476
0.54% 3,600,00
0
5.75%
Lee-Ming College of Technology
Chairman of Nishoku Technology Inc.
Chairman of SAME START LIMITED
Chairman of Nishoku Hong Kong Holding
Limited
Chairman of Nishoku Platic Mold (Shenzhen)
Co., Ltd.
Director of SUN NICE LIMITED(SAMOA)
Director of Nishoku Boueki Co., Ltd.
Chairman of Nishoku Technology Vietnam Co.,
Ltd.
None None None
N.A.

President R.O.C Tsai,
Chien-
Sheng
Male 2007/3/1 2,130 0.00%
445,197
0.71% 4,500,00
0
7.19%
EMBA of National Taiwan University
President of Nishoku Technology Inc.
Director of SAME START LIMITED
Director of Nishoku Hong Kong Holding Limited
Director of Nishoku Platic Mold (Shenzhen) Co.,
Ltd.
Chairman of SUN NICE LIMITED(SAMOA)
Director of Nishoku Boueki Co., Ltd.
Director of Nishoku Technology Vietnam Co.,
Ltd.
Chairman of Kunshan Nishoku Plastic
ElectronicCo., Ltd.
Chairman of SUN NICE LIMITED(B.V.I)

Vice
Preside
nt
Wu,
Ying-
Lan
Spou
se
Executiv
e Vice
President
and
R&D
Head

R.O.C
Chang,
Wen-
Hsien
Male 2008/1/1 117,309 0.19%
9,316
0.01% 4,050,00
0
6.47%
Ta Hwa Technical College
Executive Vice President of Nishoku
Technology Inc.
President of Kunshan Nishoku Plastic
ElectronicCo., Ltd.

Director of SAME START LIMITED
Director of Nishoku Hong Kong Holding Limited
Director of Nishoku Platic Mold (Shenzhen) Co.,
Ltd Director of SUN NICE LIMITED(SAMOA)
Director of Nishoku Technology Vietnam Co.,
Ltd.
Director of Kunshan Nishoku Plastic
ElectronicCo.,Ltd

None
None None
Vice
President
R.O.C Wu,
Ying-
Lan
(Note2)
Fema
le
2021/1/1 31,805 0.05%
415,522
0.66% 4,500,00
0
7.19% Ming Chuan College
Chairman of Nishoku Boueki Co., Ltd.
Chairman of Nishoku Boueki Co., Ltd. Direcot
r
Tsai,
Chien-
Sheng
Spou
se
CFO R.O.C Lin,
Tzu-
Husan
Fema
le
2010/5/1 400 0.00%
0

0%

0

0%

Master degree in Accounting, National
Taipei University
Manager of Alchip Technologies, Limited
Assistant Manager of Deloitte.

Accounting Supervisor of Nishoku Boueki Co.,
Ltd.
Accounting Supervisor of Same Start
Ltd.(Anguilla)
Accounting Supervisor of Nishoku Hong Kong
Holding Limited
Accounting Supervisor of Sun Nice Ltd. (Samoa)
AccountingSupervisor of Sun Nice Ltd.(B.V.I.)
None None None
  • 17 -
Title Natio
nality
Name Gen
der
On-board
Date
Current
Shareholding
(Note)
Current
Shareholding
(Note)
Spouse & Minor
S h a r e h o l d i n g
Spouse & Minor
S h a r e h o l d i n g


Shareholding by
Nominee
Arrangement


Shareholding by
Nominee
Arrangement
Experience (Education) Selected Current Positions Other Managers that
Have Spousal
Relationship or are
within the Second
Degree of Kinship with
Number of
the Concerned Person
Other Managers that
Have Spousal
Relationship or are
within the Second
Degree of Kinship with
Number of
the Concerned Person
Other Managers that
Have Spousal
Relationship or are
within the Second
Degree of Kinship with
Number of
the Concerned Person
Note
(Note
1)
Shares % Shares % Shares % Title Name Relati
o n
Audit
Manager
R.O.C Cheng,
Chao-
Ming
Male 2017/6/27 15,000 0.02%
0

0%

0

0%

Bachelor
degree
of
National Taipei
University of Technology
Engineering dep. Of Kuang Wu Industry
and Commerce Junior College
Manager of Nishoku Platic Mold
(Shenzhen) Co., Ltd.
Xiamen, Jien Tyen Industry Co., Ltd.,
manufacturingmanager.

None
None None None

Note 1: Where the chairperson of the board of directors and the general manager 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, an explanation shall be given of the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto.

Note 2:2021/12/29 The board of directors reached the resolution on the appointment of Vice President, and such appointment became effective on 2021/1/1。

  • 18 -

3.3 Remuneration and Compensation Paid to Directors, the President, and Vice President

3.3.1 Remuneration Paid to Director As of 2020/12/31,Unit:NTD thousand;%

Title Name Remuneration Remuneration Remuneration Remuneration Remuneration Remuneration Remuneration Remuneration Total remuneratio
A+B+C+D) as a
of net income
Total remuneratio
A+B+C+D) as a
of net income
Compensation Earned by a Director Who is an Employee of Pegatron o
its Consolidated Entities
Compensation Earned by a Director Who is an Employee of Pegatron o
its Consolidated Entities
Compensation Earned by a Director Who is an Employee of Pegatron o
its Consolidated Entities
Compensation Earned by a Director Who is an Employee of Pegatron o
its Consolidated Entities
Compensation Earned by a Director Who is an Employee of Pegatron o
its Consolidated Entities
Compensation Earned by a Director Who is an Employee of Pegatron o
its Consolidated Entities
Compensation Earned by a Director Who is an Employee of Pegatron o
its Consolidated Entities
Compensation Earned by a Director Who is an Employee of Pegatron o
its Consolidated Entities
Total remuneratio
A+B+C+D+E+F+
G) as
a % of net income
C
Total remuneratio
A+B+C+D+E+F+
G) as
a % of net income
C
n


ompensati
n
paid to
directors
from
non-
onsolidate
affiliates

o
d
Base
Compensation
(A)
Severance Pay an
Pensions
(B)
d
Compensation to
Directors(C)



Allowances
(D)
n
%
Base
Compensation,
Bonuses, and
Allowances (E)
Severance Pay
and
Pensions (F)


Employee Compensation (G)
From
Pegatron
From all
onsolidat
d
entities


From
Pegatron
From all
onsolidat
d
entities


From
Pegatron
From all
onsolidat
d
entities


From
Pegatron
From all
onsolidat
d
entities


From
Pegatron
From all
onsolidat
d
entities


From
Pegatron
c
From all
onsolidate
entities
P
d
From
egatro
n
From all
onsolidat
d
entities


From
Pegatron
From all
consolidated
entities (Note 7)
From
~~P~~egatro~~n~~
c
From all
onsolidat
d
entities
Cash Stock Cash Stock
Direct
or
Chairman
Ghi Yang
Investment
Limited
0
0 0 0 8,010 8,010 360 360 1.16% 1.16% 21,848 28,754 216 216 9,365 0 9,365 0 5.52% 6.47% 0
Rep Chen, Piao-Fu
Director Heng Sheng
Investment
Limited
Rep Tsai, Chien-
Sheng
Director Heng Sheng
Investment
Limited
Rep Wu, Ying-Lan
Director Cyuan Guan
Investment
Limited
Rep Chang, Wen-
Hsien
Director Jhan Yu
Investment
Limited
Rep Hsieh, Xin-Yi
Director Chang Shun
Investment
Limited
Rep Fan, Chia-Wen
Indep
enden
t
Direct
or
Independe
nt Director
Chan, Chin-
Hung
0 0 0 0 3,695 3,695 200 200 0.54% 0.54% 0 0 0 0 0 0 0 0 0.54% 0.54% 0
Independe
nt Director
Ko, Shun-
Hsiung
Independe
nt Director
Lin, Horng
Chang
1.Please describe the independent directors’ remuneration policy, system, standards, and structure, and explain the factors including the independent directors’ duties, risks, and invested time connecting to the
remuneration amount: The Company’s remuneration to independent directors is handled in accordance with the Company’s Articles of Incorporation. After the Remuneration Committee has been established on April 25,
2011, related remuneration motions are proposed by the Remuneration Committee and are implemented after being discussed by the Board of Directors. Remuneration to independent directors is determined by the
  • 19 -

duties, risks, time invested and contribution carried out by them. The Company takes references from related results of the performance evaluation conducted each year and usual standards of peers in the same industry. After being reviewed by the Remuneration Committee, it will be determined by the Board of Directors and it may not exceed the amount stipulated in the Company’s Articles of Incorporation. As summarized above, the Company's policy of remuneration to independent directors and procedures for remuneration determination are positively linked to the management performance. The Company also reviews the remuneration system in a timely manner according to the actual operating situation and applicable acts and regulations, in order to balance the Company's sustainable management and risk control. 2. Remuneration received by directors for providing service to any company included in the financial statements (e.g. consultancy service without the title of an employee) in the last year: None.

Note 1:Pursuant to Article 20 of the Company’s Articles of Incorporation, in circumstances where the Company has an annual profit, the Company shall appropriate remuneration of no less than 1% and no higher than 5% to employees and directors, respectively.

Range of Remunerations for Directors

Bracket Name of Directors Name of Directors
Total of (A+B+C+D) Total of (A+B+C+D+E+F+G)
The company The company Companies in the
financial report
The company The company
Companies in the
financial report
Below NT$ 1,000,000
NT$1,000,000(Included) ~
NT$2,000,000(Excluded)
Ghi Yang Investment Limited Rep.:
Chen, Piao-Fu、Heng Sheng Investment
Limited Rep.: Tsai, Chien-Sheng、Heng
Sheng Investment Limited Rep.: Wu,
Ying-Lan、Cyuan Guan Investment
Limited Rep.: Chang, Wen-Hsien、Jhan
Yu Investment Limited Rep.: Hsieh,
Hung-Xin-Yi.、Chang Shun Investment
Limited Rep.: Fan, Chia-Wen、Chan,
Chin-Hung、Ko, Shun-Hsiung、Lin,
HorngChang

Ghi Yang Investment Limited Rep.: Chen,
Piao-Fu、Heng Sheng Investment Limited
Rep.: Tsai, Chien-Sheng、Heng Sheng
Investment Limited Rep.: Wu, Ying-Lan、
Cyuan Guan Investment Limited Rep.:
Chang, Wen-Hsien、Jhan Yu Investment
Limited Rep.: Hsieh, Xin-Yi、Chang Shun
Investment Limited Rep.: Fan, Chia-Wen、
Chan, Chin-Hung、Ko, Shun-Hsiung、Lin,
Horng Chang
Heng Sheng Investment
Limited Rep.: Wu, Ying-
Lan、Jhan Yu Investment
Limited Rep.: Hsieh, Xin-
Yi、Chang Shun
Investment Limited Rep.:
Fan, Chia-Wen、Chan,
Chin-Hung、Ko, Shun-
Hsiung、Lin, Horng
Chang

Jhan Yu Investment
Limited Rep.: Hsieh, Xin-
Yi、Chang Shun
Investment Limited Rep.:
Fan, Chia-Wen、Chan,
Chin-Hung、Ko, Shun-
Hsiung、Lin, Horng Chang
NT$2,000,000(Included) ~
NT$3,500,000(Excluded)
NT$3,500,000(Included) ~
NT$5,000,000(Excluded)
Heng Sheng Investment
Limited Rep.: Wu, Ying-
Lan
NT$5,000,000(Included) ~
NT$10,000,000(Excluded)
Ghi Yang Investment
Limited Rep.: Chen, Piao-
Fu、Heng Sheng
Investment Limited Rep.:
Tsai, Chien-Sheng、
Cyuan Guan Investment
Limited Rep.: Chang,
Wen-Hsien
Ghi Yang Investment
Limited Rep.: Chen, Piao-
Fu、Heng Sheng
Investment Limited Rep.:
Tsai, Chien-Sheng、Cyuan
Guan Investment Limited
Rep.: Chang, Wen-Hsien
NT$10,000,000(Included)~
  • 20 -
NT$15,000,000(Excluded)
NT$15,000,000(Included) ~
NT$30,000,000(Excluded)
NT$30,000,000(Included) ~
NT$50,000,000(Excluded)
NT$50,000,000(Included) ~
NT$100,000,000(Excluded)
Over NT$100,000,000
Total 9 9 9 9
  • 21 -

3.3.2. Remuneration Paid to Supervisor:The company has set up an audit committee to Replace the supervisors so it is not applicable 3.3.3 Compensation Paid to President and Vice President

3.3.3.1 Compensation Paid to President and Vice President

2020/12/31, Unit: NT$; %

2020/12/31 2020/12/31 , Unit: NT$; %
Title Name Salary(A) Severance Pay and
Pensions (B)
Bonuses and Allowances
(C)
Employee Compensation (D) Total remuneration
(A+B+C+D) as a %
of net income
Compensation
paid to
directors
from
non-
consolidated
affiliates
From
Pegatron
From all
consolidated
entities
From
Pegatron
From all
consolidated
entities
From
Pegatron
From all
consolidated
entities
From Pegatron From all
consolidated
entities
From
Pegatron
From all
consolidated
entities
Cash Stock Cash Stock
Chief
Strategy
Officer
Chen, Piao-Fu 11,156 11,156 216 216 10,692 10,692 9,365 0 9,365 0 4.35% 4.35% None
President Tsai,Chien-Sheng
Executive Vice
President and
R&D Head
Chang, Wen-Hsien

Note 1: The Company’s distribution of remuneration to employees is according to the provisions stipulated in Article 20 in the Articles of Incorporation.

In case the Company has yearly profit, at least 1% shall be appropriated as staff reward and less than 5% as rewards for directors and supervisors. In case the company has accumulative losses (including adjusted unappropriated earnings), reserve shall be made as remuneration.

Remuneration Brackets Table

Bracket Name of General Manager and Deputy General Manager Name of General Manager and Deputy General Manager
The company The companyCompanies in the financial report E
Below NT$ 1,000,000
NT$1,000,000(Included)~ NT$2,000,000(Excluded)
NT$2,000,000(Included)~ NT$3,500,000(Excluded)
NT$3,500,000(Included)~ NT$5,000,000(Excluded)
NT$5,000,000(Included) ~ NT$10,000,000(Excluded) Chen, Piao-Fu、Tsai, Chien-Sheng、
Chang,Wen-Hsien
Chen, Piao-Fu、Tsai, Chien-Sheng、Chang, Wen-
Hsien
NT$10,000,000(Included)~NT$15,000,000(Excluded)
NT$15,000,000(Included)~ NT$30,000,000(Excluded)
NT$30,000,000(Included)~NT$50,000,000(Excluded)
NT$50,000,000(Included)~ NT$100,000,000(Excluded)
Over NT$100,000,000
Total 3 3
  • 22 -

3.3.3.2Employee Profit Sharing Granted to Management Team

unit:Thousand shares; NT$ thousand

unit:Thou sand shares; NT$ thousand
Position Name Stock Cash Total Ratio of Total
Amount to Net
Income(%)
Managers Chief
Strategy
Officer
President
Executive
Vice President
and R&D
Head
CFO
Accounting
Officer
Audit Officer
Chen, Piao-
Fu
0 11,165 11,165 1.55%
Tsai, Chien-
Sheng
Chang, Wen-
Hsien
Lin,
Tzu-Husan
Cheng,
Chao-Ming

Note 1: The Company’s distribution of remuneration to employees is according to the provisions stipulated in Article 20 in the Articles of Incorporation. In case the Company has yearly profit, at least 1% shall be appropriated as staff reward and less than 5% as rewards for directors and supervisors. In case the company has accumulative losses (including adjusted unappropriated earnings), reserve shall be made as remuneration. The 2019 remuneration in cash to employees was NT$22,100 thousand which has been approved by the Board of Directors held on March 12, 2020 and has been submitted to the General Meeting of Shareholders for 2020.。

  • 3.3.4 Compare and state the ratio of total remuneration paid to the Company’s Directors, President and Vice Presidents by the company and the companies in the consolidated financial statements to net income in the past two years. Please also describe the policy, criteria, packages and rules relating to the remuneration, as well as its relation to business performance and future risks.

  • 3.3.4.1 Total amount of remuneration as a percentage of net income in the parent company only

    • and consolidated financial statements
Unit: NTD thousand; % Unit: NTD thousand; % Unit: NTD thousand; % Unit: NTD thousand; % Unit: NTD thousand; % Unit: NTD thousand; % Unit: NTD thousand; % Unit: NTD thousand; %
Year 2020 2019
Title Total Remuneration Total amount of
remuneration as a
percentage of net
i n c o m e %
Total Remuneration Total amount of
remuneration as a
percentage of net
i n c o m e %
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
Director 12,265 12,265 1.70% 1.70% 7,735 7,735 2.29% 2.29%
President&
Vice
president
31,429 31,429 4.36% 4.36% 25,273 25,273 7.49% 7.49%
Supervisor NA NA NA NA 840 840 0.25% 0.25%
Total 43,694 43,694 6.06% 6.06% 33,848 33,848 10.03% 10.03%

Note 1: Since the Company has established the Audit Committee in replacement of the supervisors, this part is not applicable.

  • 23 -

  • 3.3.4.2 Remuneration policy, standards and composition, procedures and the correlation with operation performance and future risks

  • (1) Directors, Supervisors

The Company’s remuneration distribution to directors and supervisors are in compliance with Article 20 of the Company’s Articles of Incorporation, in circumstances where the Company has an annual profit, the Company shall appropriate remuneration of no less than 1% and no higher than 5% to employees and Directors, respectively. In case the company has accumulative losses (including adjusted unappropriated earnings), reserve shall be made as remuneration. It has been passed via a special resolution by the Board of Directors and submitted to the Shareholders Meeting.

Remuneration to each director and supervisor is determined by the involvement and contribution carried out by them. The Company takes references from related results of the performance evaluation conducted each year and usual standards of peers in the same industry. After being reviewed by the Remuneration Committee, it will be determined by the Board of Directors and it may not exceed the amount stipulated in the Company’s Articles of Incorporation.

(2) President and Vice President

Remuneration to the President and Vice President is determined by the review of the Company’s Remuneration Committee then is submitted to the Board of Directors for resolution. In terms of the performance evaluation and salary remuneration for the Company’s managerial officers determined by the Remuneration Committee, aside from taking references from other peers in the same industry, the time invested and duties carried out by them, personal achievement reached, performance served other positions, salary remuneration given to the same position by the Company in recent years and achievement of short-term and long-term business goals set by Company, the Company’s operating performance and the reasonableness of future risks are also used on to determine remuneration to managerial officers. Determined by the review of the Company’s Remuneration Committee then is submitted to the Board of Directors for resolution.

  • 24 -

3.4 Implementation of Corporate Governance

3.4.1 Board of Directors

A total of 6 (A) meetings of the Board of Directors were held in 2020. The directors’

attendance status is as follows:

Title Name Attendance
in person (B)
By Proxy Attendance
rate (%)
(B/A)
Remarks
Chairman Ghi Yang Investment Limited
Rep.: Chen, Piao-Fu
6 0 100%
Director Heng Sheng Investment
Limited
Rep.: Tsai,Chien-Sheng
6 0 100%
Director Heng Sheng Investment
Limited
Rep.: Wu,Ying-Lan
6 0 100%
Director Cyuan Guan Investment
Limited
Rep.: Chang,Wen-Hsien
6 0 100%
Director Jhan Yu Investment Limited
Rep.: Hsieh, Xin-Yi
6 0 100%
Director Chang Shun Investment
Limited
Rep.: Fan,Chia-Wen
6 0 100%
Independe
nt Director
Lin, Horng Chang 6 0 100%
Independe
nt Director
Ko, Shun-Hsiung 6 0 100%
Independe
nt Director
Chan, Chin-Hung 6 0 100%
Other issues to be recorded:
1.If operation of the Board of Directors encounters one of the following circumstances, the date, session
of the board meeting, content of the proposal, opinions of all Independent Directors, and the
company s handling of the aforementioned opinions sh ould be clarified:
1) Article 14(3) of the Securities and Exchange Act:
The company has set up an audit committee in accordance with the Article 14-5 of the Securities
and Exchange Act so it is not applicable the Article 14-3 of the Securities and Exchange Act
2) Except for the preceding items, other resolutions expressed disapproval or reservations by
Independent Directors through written statements or records: None.
2.In implementation of avoidance of conflict of interest for certain proposals, the names of the Direct
ors, content of the proposals, reasons for the recusal, and the participation in the voting were
clarified as follows:
Date of the Board
of Directors
Meeting
Motion Content
Name of Director
Reason Recusal
Participation in
the Voting
Process
March 12, 2020
Remuneration to
independent
Chan, Chin-Hung、
Ko, Shun-Hsiung、
A party to the
motion
Did not take
part in voting
  • 25 -
directors directors Lin, Horng Chang
Chen, Piao-Fu、
Tsai, Chien-
Remuneration to
directors
Sheng、Chang,
Wen-Hsien、
Wu, Ying-Lan、
Hsieh, Xin-Yi、
Fan, Chia-Wen
Remuneration and Chen, Piao-Fu、
year-end bonus to Tsai, Chien-Sheng、
employees Chang, Wen-Hsien
Remuneration to Chan, Chin-Hung、
independent Ko, Shun-Hsiung、
directors Lin, Horng Chang
Chen, Piao-Fu、
Tsai, Chien-
February 26,
2021
Remuneration to
directors
Sheng、Chang,
Wen-Hsien、
Wu, Ying-Lan、
Hsieh, Xin-Yi、
Fan, Chia-Wen
Remuneration and
year-end bonus to
employees
Chen, Piao-Fu、
Tsai, Chien-
Sheng、Chang,
Wen-Hsien
3.
TWSE/TPEx Listed Companies should
disclose information including the evaluation cycle and
period, evaluation scope, method and evaluation content of the Board’s self (or peer) evaluation
and the Evaluation of the Board of Directors in Attachment should be filled in:
Nature Evaluation
cycle
Evaluation
period
Evaluation scope
Evaluation method
Evaluation content
The measurement items for the performance
evaluation of the board of directors of the
Company include the following five major
aspects:
1. Participation in the operation of the
company;
2. Improvement of the quality of the board of
directors' decision making;
3. Composition and structure of the board of
directors;
Board of
Directors
Entire board of
directors and
individual board
members
Internal self-
evaluation of board
of directors
and board member
self-evaluation
4. Election and continuing education of the
directors; and
5. Internal control.
The measurement items for the self-evaluation
of the members of the board of directors
include the following six major aspects:
Executed 2020.01.01~ 1. Alignment of the goals and mission of the
once a year 2020.12.31 company;
2. Awareness of the duties of a director;
3. Participation in the operation of the
company;
4. Management of internal relationship and
communication;
5. The director's professionalism and
continuing education; and
6. Internal control.
Functional The measurement items for the internal self-
committees evaluation of the functional committee and
Each functional
committee

Committee
members
Internal self-
self-evaluation of members thereof
include the following five major aspects:
1. Participation in the operation of the
evaluation company;
2. Awareness of the duties of the functional
committee;
3. Improvement ofqualityof decisions made
  • 26 -

     - by the functional committee; 4. Composition of the functional committee and election of its members; and 5. Internal control.
    
  • Measures the objectives to strengthen the functionality of the Board and execution status in the current year and the recent years:

  • (1) The Company’s members of the Board of Directors attach great importance to the elements of diversification. In the election held in 2019, 2 female directors were newly elected who have different professional backgrounds in terms of knowledge, skills and industries needed for the position. The 2 directors take in reports discussed by the management team on the Board of Directors meeting and offer guidance and suggestions while maintaining sound communication with the management team, creating best interests for shareholders. In 2020, the Company held a total of 6 Board of Directors meetings which is in compliance with the provisions stipulated in the Rules and Procedures for Board Meetings that at least one meeting shall be conducted each quarter. Important motions are publicly announced on the MOPS in accordance with the law so as to make the information public.

  • (2) Create a good board governance system of the Company; strengthen the functions of supervision and management mechanism which meet the Company's Board Meeting rules. The Audit Committee was established in 2019.

  • (3) The “Regulations Governing the Board Performance Evaluation” was established in 2015. Action plans are drawn up each year after the annual evaluation regarding corresponding measures to further strengthen the operating efficiency of the Board. The 2020 evaluation result conducted by the Board in accordance with the Regulations Governing the Board Performance Evaluation is as follows; it has been submitted to the Board of Directors meeting on February 26, 2021. Evaluation period: January 1, 2020 - December 31, 2020

    • (a) The total evaluation score for the Board is 5 and the evaluation result is 4.89.

    • (b) The total evaluation score for the Board members is 5 and the evaluation result is 4.79.

    • (c) The total score of each functional committee is 5 points, and the evaluation score result is 5 points.

    • Regarding the aforementioned evaluation result:

    • Entire board of directors - The board of directors performance evaluation indicators include five major aspects for a total 45 indicators, and the evaluation result is: Very Good (4.89) The board members and operation status are relative mature. In addition to certain level of understanding on the operation of the management team, all of the board members are able fulfill their supervisory responsibilities as directors, thereby complying the implementation standard for corporate governance.

    • Individual board member - The board member performance evaluation indicators include six major aspects for a total of 23 indicators, and the evaluation result is: Very Good (4.79), indicating that each director receives positive evaluation result in the operation efficiency and effect for all indicators.

    • Each functional committee - The board member performance evaluation indicators include six major aspects for a total of 24 indicators, and the evaluation result is “Excellent (5)” The Audit Committee and Remuneration Committee are composed of professionals and are actively engaged in the operation and internal relationship management of the Company, indicating the complete and thorough operation of the functional committees.

3.4.2 Operation status of the Audit Committee or participation of the supervisors in the operation of the Board:

The Company had supervisors, but with the goal of strengthening corporate governance, the Company established the Audit Committee after the election carried out on the General

  • 27 -

Meeting of Shareholders held in 2019 before regulations were set out by the competent authority. Aside from executing duties of supervisors relating to applicable laws and regulations, the Company’s Audit Committee also assists the Board to exercise their duties of with an aim of supervising the appropriateness of the Company’s financial statements, the selection (dismissal), independence and performance of CPAs, the effective implementation of the Company's internal control, the Company's compliance with applicable laws and regulations, and managing and controlling the Company’s existing or potential risks.

The main review matters for the Audit Committee of this year includes

  • Review quarterly financial statements

  • Establish or amend internal control system and relevant important procedures

  • Review the effectiveness of the internal control system

  • A material monetary loan, endorsement, or provision of a guarantee.

  • The hiring, discharge, or compensation of an attesting CPA.

  • Business report and proposal for distribution of profit or covering losses.

3.4.2.1 Audit Committee:

A total of 6 (A) meetings of the audit committee were held in 2020. The independent directors’attendance status is as follows:

Title Name Attendance in
person(B)
By Proxy Attendance rate (%)
(B/A)
Remarks
Independent
Director
Lin, Horng
Chang
6 0 100%
Independent
Director
Chan, Chin-
Hung
6 0 100%
Independent
Director
Ko, Shun-
Hsiung
6 0 100%
Remarks:
1. For Audit Committee meetings that meet any of the following descriptions, state the date and
meeting of Board of Directors meeting held, the discussed topics, the Audit Committee's
resolution, and how the company has responded to Audit Committee's opinions.
(I)The listed items on Article 14-5 of the Securities and Exchange Act:
Date/session of
board of directors’
meeting
Proposal content and subsequent handling
Matters
specified in
§14-5of the
Securities and
Exchange Act
Resolutions not
approved by the Audit
Committee but with the
consent of more than
two-thirds of all
directors
2020/03/12
(1st session in 2020)
(1) Proposal on cash capital increase for investment of Nishoku
TechnologyVietnam Co.,Ltd.

None
(2) 2019 Internal control system declaration

None
(3) Proposal for amendments to the “Management Procedures for the
Preparation of Financial Statements”

None
Resolution Result of Audit Committee: Approved by the Audit Committee Meeting attended by all Audit
Committee members.
Company’s Handling for Opinions of Audit Committee: Submitted to the board of directors’ meeting and approved
byall attendingindependent directors and directors.
  • 28 -
(1) Proposal for the offshore company Same Start Ltd.(ANGUILLA)
with 100% equity indirectly held by the Company lending funds to

None
2020/04/30 Nishoku TechnologyVietnam Co Ltd
(2nd session of Resolution Result of Audit Committee: Approved by the Audit Committee Meeting attended by all Audit
2020) Committee members.
Company’s Handling for Opinions of Audit Committee: Submitted to the board of directors’ meeting and approved
byall attendingindependent directors and directors.
(1) Proposal for the loaning of funds to the offshore company Nishoku
Technology Vietnam Co. Ltd. with 100% equity directly held by the

None
2020/06/30 Company
(3rd session of Resolution Result of Audit Committee: Approved by the Audit Committee Meeting attended by all Audit
2020) Committee members.
Company’s Handling for Opinions of Audit Committee: Submitted to the board of directors’ meeting and approved
byall attendingindependent directors and directors.
(1) Consolidated financial statements of Q2, 2020

None
2020/07/30
(4th session of
Resolution Result of Audit Committee: Approved by the Audit Committee Meeting attended by all Audit
Committee members.
2020) Company’s Handling for Opinions of Audit Committee: Submitted to the board of directors’ meeting and approved
byall attendingindependent directors and directors.
(1) Proposal for amendments to the “Internal Audit Enforcement
Rules”.

None
2020/10/29
(5th session of
2020)
(2) Proposal for revisions of “R&D Cycle”, “Production Cycle” and
“Purchase and Payment Cycle”.

None
Resolution Result of Audit Committee: Approved by the Audit Committee Meeting attended by all Audit
Committee members.
Company’s Handling for Opinions of Audit Committee: Submitted to the board of directors’ meeting and approved
byall attendingindependent directors and directors.
(1) Proposal for 2021 annual budget and business plans.

None
(2) Proposal for 2021 annual audit plans.

None
2020/12/29
(6th session of
(3) 2021 independence evaluation of CPAs appointed by the CPA
firm.

None
2020) Resolution Result of Audit Committee: Approved by the Audit Committee Meeting attended by all Audit
Committee members.
Company’s Handling for Opinions of Audit Committee: Submitted to the board of directors’ meeting and approved
byall attendingindependent directors and directors.
(II) Other than those described above, any resolutions not approved by the Audit Committee
but passed by more than two-thirds of directors: None.
2.For the implementation of independent directors' recusal for conflicts of interests, the
independent directors' name, topic discussed, reasons for the required recusal and participation
in the voting process: in 2020, there were no motions that had any conflict of interest between
the Audit Committee and independent directors.
3. Descriptions of the communications between the independent directors, the internal auditors,and
the independent auditors:
1. The Company’s internal Audit Officer discusses audit report results with members of the
Audit Committee on a regular basis, and makes an internal audit report in the Audit
Committee meeting each quarter. Where there is a special circumstance, members of the
Audit Committee will also be reported to immediately. In 2020, there was no occurrence
of any of the situation stated above.
2. The Company’s CPAs periodically reports the audit result or review result of financial
statements on Audit Committee meetings as well as other matters required by other
applicable laws and regulations. Where there is a special circumstance, members of the
Audit Committee will also be reported to immediately. In 2020, there was no occurrence
of any of the situation stated above.
3. Communication status is as follows:
(1) Communication status for internal audits
Communication status over internal audits
Date of Meeting
Communication Matter
March 12, 2020
Internal audit report of February, 2020.
April 30, 2020
Internal audit report of March, 2020.
  • 29 -
June 30, 2020 Internal audit report of May, 2020.
July 30, 2020 Internal audit report of June, 2020.
October 29, 2020 Internal audit report of September, 2020.
December 29, 2020 Internal audit report of November, 2020.
(2) Commutation statuswithCPAs
Date of Commutation status with CPAs
Meeting Communication Matter
1. Explanation given by the CPAs regarding the
review of the financial report for Q4, 2019.
March 12, 2020 2. Discussion and communication of CPAs
focusing questions asked by personnel
participatingin the meeting.
1. Explanation given by the CPAs regarding the
review of the financial report for Q2, 2020.
July 30, 2020 2. Discussion and communication of CPAs
focusing questions asked by personnel
participatingin the meeting.
  • 30 -

3.4.3 Corporate Governance Implementation Status and Deviations from “Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies”

Item ImplementationStatus Non-
implementation
and its
reason(s)
Y N Summary
1. If the Company established and disclosed
Corporate Governance Principles in
accordance with Corporate Governance
Best-Practice Principles for TWSE/GTSM
Listed Companies?
V The Company’s Board passed the “Corporate Governance Best-Practice
Principles” in 2014 which has been disclosed on the Company’s corporate
website/Investor Relations/Governance/Organizational Operations
Regulations.
Website: https://www.nishoku.com.tw
None
2. Shareholding Structure & Shareholders’
Rights
(1) If the Company established internal
procedures to handle shareholder
suggestions, proposals, complaints and
litigation and execute accordingly?
(2) If the Company maintained of a list of
major shareholders and a list of ultimate
owners of these major shareholders?
(3) If risk management mechanism and
“firewall” between the Company and its
affiliates are in place?
(4) If the Company established internal
policies that forbid insiders from trading
based on non-disclosed information?
V
V
V
V
(1) The Company has established the “Management Measures for Stock
Affairs” and has set up spokespersons and representatives. Dedicated
personnel is in charge of handling shareholders’ suggestions, concerns,
disputes and litigation matters.
(2) The Company’s internal personnel (directors, managerial officers and
major shareholders holding more than 10% of the shares) provides
shareholders’ list by the report of shareholding changes and stock agency,
keeping a hold of the actual control list at any time.
(3) The Company has established applicable management measures for
subsidiaries in accordance with the internal control system and
management measures for groups, enterprises and related parties,
building an appropriate risk control mechanism and firewall.
(4) As a means to prevent insider trading, the Company has established the
“Operating Procedures for the Prevention of Insider Trading” and
conducts a monthly promotion to internal personnel and the Company’s
employees. In addition, the Company’s internal personnel including
newly appointed directors and managerial officers are given
“Promotional Handbook for Company’s Internal Personnel Trading
Equity”compiled by theTWSE forthe compliance of internalpersonnel
None
  • 31 -
Item Implementation Status Non-
implementation
and its
reason(s)
Y N Summary
and at the same time strengthening the prevention of insider trading,
protecting therights andinterests of investors and the Company.
3. Structure of Board of Directors and its
responsibility
(1) If the Board consisted of members from
diverse background?
V (1) The Company has established the “Corporate Governance Best-Practice
Principles” which has been disclosed on the Company’s corporate
website/Investor
Relations/Governance/Organizational
Operations
Regulations. The Company’s website: https://www.nishoku.com.tw.
It regulates that the composition of the board of directors shall be
determined by taking diversity into consideration. An appropriate policy
on diversity based on the Company’s business operations, operating
dynamics, and development needs be formulated and include, without
being limited to, the following two general standards:
(1) Basic requirements and values: Gender, age, nationality, and culture.
(2) Professional knowledge and skills: A professional background (e.g.
law, accounting, industry, finance, marketing, and technology),
professional skills, and industry experience.
To achieve the ideal goal of corporate governance, members of the Board
of Directors shall possess the following abilities:
(1) The ability to make judgments about operations.
(2) Accounting and financial analysis ability.
(3) Business management ability.
(4) Crisis management ability.
(5) Knowledge of the industry.
(6) An international market perspective.
(7) Leadership ability.
(8) Decision-making ability.
The current board of directors of the company consists of 9 directors,
including 6 directors and 3 independent directors. The members have
None
  • 32 -
Item Implementation Status Non-
implementation
and its
reason(s)
Y N Summary
(2) If the Company established any other
functional committee in addition to
V rich experience and expertise in finance, business, management and
industry.
In addition, the company also pays attention to gender equality in the
composition of the board of directors. The target ratio of female directors
is 25%. The current 9 directors, including 2 female directors, have a ratio
of 22.22%. The relevant implementation status is as follows:
(2) Not only has the Company established and Remuneration Committee,
an Audit Committee was also established aftertheBoard election in
41-50
51-60
61-70
Chen, Piao-Fu M





Tsai, Chien-
Sheng
M





Wu, Ying-Lan F





Chang, Wen-
Hsien
M





Hsieh, Xin-Yi M




Fan, Chia-
Wen
F






Chan, Chin-
Hung
M





Ko, Shun-
Hsiung
M





Lin, Horng
Chang
M






ITEM
Director
Name
Business management
Fact in conformity in
capabilities
Hotel/Tourism
Financial
Holding/Banking/Insurance
Manufacturing/Investment/Other
Professor/Lawyer/Accountant/Professio
nal Personnel
Business
Law
Expertise and skills
Basic component
Age Range
Gender
Employees of the company
Law/Accounting/Legal Affairs
Health Management/Medical
Biotechnology
None
  • 33 -
Item Implementation Status Non-
implementation
and its
reason(s)
Y N Summary
Compensation Committee, Audit
Committee as required by law?
(3) If the Company established methods
and procedures to assess the
performance of the Board and
conduct assessment on annual basis?
If the result of the assessment will be
reported to the Board and taken into
considerations for individual
remuneration nomination purpose?
V general meeting of shareholders held in 2019. Other types of functional
committees will be established according to the actual condition.
(3) The Company’s Board passed the “Regulations Governing the Board
Performance Evaluation” which has been disclosed on the Company’s
corporate
website/Investor
Relations/Governance/Organizational
Operations Regulations. Website: https://www.nishoku.com.tw
The Company uses questionnaires to carry out self-assessment of its
performance and discusses future issues that require special attention.
As a means to implement corporate governance while improving the
function of the Company's Board, performance goals are set to enhance
the Board efficiency. The Company's Board shall conduct an internal
performance assessment of the internal Board of Directors at least once
per year, and a self-assessment for the year shall be conducted at the end
of each year according to assessment procedures and assessment
indicators. The internal assessment outcome of the Board shall be
reported to the next Board of Directors’ meeting.
The 2020 Board of Directors carried out a performance assessment
according to the Regulations Governing the Board Performance
Evaluation and the assessment outcome has been reported to the Board
of Directors meeting held on February 26, 2021,refer to assess the
performance results which will also be used as a reference base for the
remuneration to each director and nomination for re-appointment of
directors.
The remuneration to each director is determined on the participating
degree and contribution the directors have on the Company’s operation.
Related outcome of director performance assessment and standard of
peers in the same industry will also be considered. After the review is
carried out by the Remuneration Committee, it shall be resolved by the
None
  • 34 -
Item Implementation Status Non-
implementation
and its
reason(s)
Y N Summary
(4) If the Company assess the
independence of CPA periodically?
V Board of Directors meeting. The remuneration shall not exceed the
amount specified in the Company’s Articles of Incorporation.
(4) When the Company appoints CPAs each year, the Financial and
Accounting Division carries out an independence evaluation of the CPA
and an independence statement shall be obtained. According to the “CPA
Independence Evaluation Form”, CPAs are evaluated whether they are in
compliance with the requirements. The evaluation outcome shall be sent
to the Audit Committee for review then to the Board of Directors meeting
for discussion as references of appointed CPAs.
For the self-evaluation outcome of appointed CPAs for 2021, please refer
to the Annual Report (Table 1).
None
4. If the Company had adequate number of
corporate governance personnel and appoint
a chief corporate governance officer
overlooking corporate governance affairs
including but not limited to handling
matters relating to board meetings and
shareholder meetings, assisting directors
with legal compliance, preparing agendas
and producing minutes for board meetings
and shareholder meetings?
V The Company has set up a concurrent unit to be responsible for affairs
relating to corporate governance and the Financial and Accounting Division
was assigned to be in charge of such unit. Assistant Vice President Tzu-Hsuan
Lin has been appointed to act as the Corporate Governance Officer. The
Assistant General Manager holds accountant qualification as well as 14 years
of experiences in a public company engaging in management work relating
to accounting and finances.
(1) Provides information needed for directors to carry out their duties as well
as meeting information 7 days prior to the convening of the Board
Meeting.
(2) Handles matters relating to the Board Meeting and Shareholders meeting
while at the same time assisting in the Board of Directors and
Shareholders for the compliance of applicable laws and regulations.
(3) Compiles meeting minutes for the Board of Directors, Functional
Committees and Shareholders meetings which are provided within 10
days of the meeting.
(4) Assist the Board of Directors and Supervisors in complying with laws and
regulations.
None
  • 35 -
Item Implementation Status Non-
implementation
and its
reason(s)
Y N Summary
(5) Arranges further education courses and visits to the Group’s important
operation bases for directors.
(6) Assists in self performance assessments, guides and improves the
Company’s implementation of corporate governance.
(7) Please refer to the Annual report for the continuing education status.
The Company’s corporate governance promotion of 2020 is as follows:
(1) Based on the Company’s industrial characteristics and business needs,
directors are assisted in proposing annual further education plans and
arranging courses. Further education courses were held on June 30, 2020
and October 29, 2020 for 3 hours per each course.
(2) The Company assess and purchases liability insurance for directors and
supervisors. In the latest period, the Company purchased liability
insurance for all directors with a premium of USD5 million (equivalent
to approximately NT$147,425,000). The insurance period started
September 1, 2020 and ends September 1, 2021, which has been reported
to the Board of Directors meeting held on October 29, 2020 for
acknowledgment.
(3) In August 2020, the Company was invite to take part in the “SinoPac hold
road show”. Information on most recent Investor Conference can be
found on the MOPS.
(4) Responsible for reviewing material information for important resolutions
to be released after the Board of Directors meeting, ensuring the
appropriateness and correctness of important information to protect the
transaction information of investors.
(5) Maintains investor relations and arranges regular exchange with agency
investors, allowing investors to gain enough information to evaluate and
decide the Company’s reasonable capital market value while at the same
time allowing good maintenance of shareholders rights and interests.
(6) Completed the preparationof meetingminutesfor Board of Directors
  • 36 -
Item Implementation Status Non-
implementation
and its
reason(s)
Y N Summary
meeting and its Functional Committees as well as the Shareholders
meeting in 2020.
(7) Completed self-performance evaluation of Board of Directors and its
FunctionalCommitteesin 2020.
5. If the Company established communication
channel with stakeholders (including but not
limited to shareholders, employees,
customers, suppliers, etc) and disclosed key
corporate social responsibility issues
frequently enquired by stakeholders on the
designated area ofcorporate website?
V The Company’s website has a “Stakeholder Section” which discloses
information on channels for complaints for stakeholders. There is also a
mailbox for Audit Committee complaints and suggestions, enabling the
sound communication between the Company and stakeholders.
(https://www.nishoku.com.tw/zh-TW/Investor/Relationship)
None
6. If the Company engaged professional
transfer agent to host annual general
shareholders’ meeting?
V The Company has appointed Stock Agency Department of CTBC Bank as
stock agency to handle stock related affairs.
None
7 Information Disclosure
(1) If the Company set up a corporate website
to disclose information regarding the
Company’s finance, business and
corporate governance?
(2) If the Company adopted any other
information disclosure channels (e.g.,
maintaining an English-language website,
appointing designated personnel to handle
information collection and disclosure,
appointing spokespersons, webcasting
investors conference, etc)?
(3) If the Company disclosed its annual
financial report within two months after
yearend and discloseits1st.2nd, 3rd
V
V
V
(1) The Company’s website also has a “Investor Relations” section,
disclosing related financial, businesses, stock affairs and corporate
governance information. Relevant regulations and rules as well as their
execution status are also explained. (https://www.nishoku.com.tw)
(2) Aside from setting up a website that is in both Chinese and English, the
Company also has a spokesperson system with assigned spokesperson
and acting spokesperson who are responsible for the communication in
terms of external relations as well as the collection and disclosure of
company information. They also upload information regarding
shareholder conferences on the Company’s website.
(https://www.nishoku.com.tw/zh-
TW/Investor/Catalog?guid=18110215404026)
(3) The Company announces and reports its annual financial report within
two months after the end of the fiscal year before the prescribed time
(withinthreemonths prescribed bylaw).Financial reportforQ1, Q2and
None
  • 37 -
Item Implementation Status Non-
implementation
and its
reason(s)
Y N Summary
quarter financial reports and monthly
revenue ahead of regulated disclosure
date?
Q3 and monthly operation status are reported in accordance with
regulations. Related information can be found on the MOPS.
8. If the Company had other important
information to facilitate better
understanding of the Company’s corporate
governance practices (including but not
limited to employee rights, employee
wellness, investor relations, supplier
relations, rights of stakeholders, directors’
and supervisors’ training records, the
implementation of risk management policies
and risk evaluation measures, the
implementation of customer relations
policies, and purchasing insurance for
directors and supervisors)?
V (I) Employee Rights:
The Company has established the Staff Welfare Committee with welfare
fund set aside each month. Representatives are selected by both sides of
the labor and the management to be in charge of matters in connection
to employee welfare so as to reach the goal of harmonious working
environment as well as bringing all employees together. Welfare
provided by the Company and the Welfare Committee:
(1) Establishes Employee Welfare Committee to handle various
benefits to employees.
(2) Purchases labor insurance, National Health Insurance and Group
Insurance.
(3) Holds employee health examinations performance by qualified
hospitals, ensuring the health of employees.
(4) Sets Employee canteen, providing meals for employees
(5) Allowance for employee marriages, childbirths, three major
festivals and birthdays
(6) Funeral and hospital subsidies
(7) Free car and motorbike parking spaces for colleagues.
(8) Periodical employee trips
(9) Holds education and training inside and outside the plant from
time to time
(10) Year-end parties and lucky draws
(II) Employee Care:
(1) The Company formulates various management rules based on the
interest of employees while looking after employees’ life, benefits,
and offers fair salaries.
None
  • 38 -
Item Implementation Status Non-
implementation
and its
reason(s)
Y N Summary
(2) In order to increase employees’ professional ability and enhance
work efficiency, further education on employees is encouraged.
Methods for further education are various seminars, school training,
professional training courses; according to Employee education and
training Measures, related fess can be applied and subsided.
(3) Employee Safety and Health Measures
(A) A first-aid kit is placed on the first floor of the Headquarters to
provide instant medical help.
(B) The Company has signed an employee health examination
contract with a teaching medical center. Not only do we offer
health examinations that are customized and different, we also
offer comprehensive health report consultancy, helping our
employees to pay more attention on their own health.
(C) Professional personnel is hired to carry out maternal and
child safety education, fire protection and first aid training at
the manufacturing area.
(D) Sexual harassment and abuse language are strictly prohibited.
An employee opinion box has been set up and there are clear
compliant procedures to protect the rights of workers.
(E) A lactation room has been set up for female employees at the
manufacturing area.
(III)
Investor Relations:
The Company has established a spokesperson and acting
spokesperson as a communication bridge between the Company and
investors. Aside from holding regular shareholder conferences, there
is also a dedicated section on the Company’s website for investors.
The Company’s current situation is disclosed through such
comprehensive and fair platform, hoping that investors understand
wholeheartedly the Company’s management outcome and long-term
operationdirection.
None
None
  • 39 -
Item Implementation Status Non-
implementation
and its
reason(s)
Y N Summary
(IV)
Supplier Relations:
1. The Company’s procurement personnel evaluates the quality
service, delivery time and price of suppliers with the requisition
unit, and establish a database for the qualified manufacturers
according to the evaluation outcome.
2. Negotiations and contracting are first given to excellent suppliers,
ensuring the quality while reducing the Company’s procurement
cost.
(V)
Stakeholder Rights:
The Company has set a up a spokesperson and acting spokesperson
who are responsible for external communication; there is also a
dedicated section on the Company’s website for stakeholders, and
dedicated personnel has been assigned to respond regarding important
CSR issues concerned by stakeholders.
(VI)
Further Education for Directors:
The Company had 9 directors in 2020 and a total of 54 training hours
should be carried out; directors who actually took part in the training
were 9 with a total of 54 training hours, completing the further
education hours of the year.
For the above-stated further education status of directors, please refer
to the Annual Report (Table 2).
(VII) Execution Status of Risk Management Policy and Risk Measurement
Standard:
Internal measures and internal control systems have been set up as
required by the law to carry out various risk management and
evaluation. The internal audit unit assesses the implementation level
of the internal control system on a regular and unscheduled basis.
(VIII) Status of the Company Purchasing Liability Insurance for Directors:
It has been stipulated in the Articles of Incorporation that the
Company shallpurchaseliabilityinsurance during the termofoffice
None
None
None
None
None
  • 40 -
Item Implementation Status Non-
implementation
and its
reason(s)
Y N Summary
of directors, and shall be liable for their compensation in terms of
duties they carry out. Please refer to the Annual Report (Table 3).
(IX)
Further Education and Training Regarding Corporate Governance
Participated by Managerial Officers:
Please refer to the Annual Report (Table 4).
(X)
Formulation of Succession Plans of Members of the Board and Key
Management Personnel:
According to the Company’s development direction and goals, during
the succession planning not only does a successor require excellent
work ability, but he/she also needs to hold similar values as the
Company. He/she must be contain the quality of integrity, taking
commitment seriously, innovation and earning the trust of customers.
The Company plans different concurrent tasks for unit managers of
various groups. By cultivating strategic ability, it is expected that
within 5 to 10 years, members of the Board and key management can
be selected from within.
(1) Succession Plans for Board Members:
The Company currently has 9 directors (including 3 independent
directors) who all have commerce, finance, accounting or
management expertise required by the business of the Company.
Among these directors, 4 of them are also the Company’s senior
management. In the future, the current structure will continue to be
used in respect of the composition of the Company’s Board, and
their experience and background. In terms of the succession plan of
the Board, the Company has proposed to allow members of the key
management group to attend the Board Meeting in order to cultivate
their strategic ability while at the same time familiarizing the
operation of the Board. In the future, these members may be
selected as successors of the Board after evaluation. Independent
directors on the other hand must require working experiences with
None
  • 41 -
Item Implementation Status Non-
implementation
and its
reason(s)
Y N Summary
respect to commerce, law, finance, accounting or other fields
required by the business of the Company. As there is no shortage of
such professionals in Taiwan, the succession plan for independent
directors of the Company may come from the industry.
(2) Succession Plan of Key Management:
They Company's succession plan of key management is focused on
the development of talent of a talent pool to discover employees
who have high potential. Comprehensive education and training
system and promotion channel have been set up, providing
opportunities for continuous improvement and development in
order to respond to the succession need for the future key
management. The training method of the Company’s key
management succession plan is divided into 3 modules:
management ability, professional ability and personal development
plans. Decision-making ability is also developed through
professional ability training so that the person in training is able to
integrate what he/she has learned. Training information is registered
on the personal training record by the HR Administration
Department so as to understand the history of such employee. The
Company’s employees above the level of assistant general mangers
are qualified as key management and is established from different
organizations. Each department has senior and mid-level managers,
and the mid-level managers are trained to act as an agent for senior
managers accordingly. An employee performance appraisal is
carried out every 6 months through daily observation and
performance assessment to better understand any improvement and
personal expectation of employees. Appraisal outcome is also used
as reference bases for succession plans.
(XI)
Execution Status of Customer Policy:
None
  • 42 -
Item Implementation Status Implementation Status Implementation Status Non-
implementation
and its
reason(s)
Y N Summary
The Company maintains close contact with customers and informs
customers regarding products which may benefit them while ensuring
products meet their expectation of the reliability and quality. We also
take the initiative to include new perspectives and methods into the
Company’s actual management system through communication
channels including phone, email and video conference in order to
meet customer needs.
(XII) Status of Insider Trading Promotion:
The Company has established the “Operating Procedures for the
Prevention of Insider Trading” which has been disclosed on the
Company's website; the Company has regularly promoted the
compliance of stock trading laws to its directors, supervisors and
managerial officers. Matters relating to insider training is also being
regularly promoted to the Company’sinternalcolleagues.
None
None
9. Any improvement made in accordance with the result of the most recent corporate governance evaluation conducted by TWSE? Any measures to be taken
on the outstanding items?
Improvements:(1)The Corporate Governance Officer has been established in 2020.
(2)The Company has uploaded the English version of meeting handbook and meeting supplementary information 30 days before the
2020 general shareholders’ meeting.
Matters for improvement in priority: (1) Policy for statistically analysis of the greenhouse gas emission, water usage and waste total weight over the
last 2 years, and has the company established policies for energy saving, carbon reduction, greenhouse emission
reduction, reduction of water usage or other waste management.
(2) Perform external evaluation on board of directors’ performance in order to improve the functions of the board
ofdirectors.
  • 43 -

(Table 1)

The evaluation of the independency of CPA

Evaluation Unit: Board Affairs Unit

Evaluation Year:2021

Appointed Law Firm and CPAs:KPMG/CPA Cheng-Chien Chen and Sheng-Ho Yu.

Content Consistent Inconsistent Remark
1. Not an employee of the Company or any of its
affiliated enterprises.
After evaluation, no such
matters were found in these
2 CPAs
2. Not a director or supervisor of an affiliate of the
Company. (However, this restriction does not
apply in cases where the person is an
independent director of the Company, its parent
or subsidiary which the Company directly or
indirectlyholds 50% of votingrights).
After evaluation, no such
matters were found in these
2 CPAs
3. 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 amount of
one percent or more of the total number of
issued shares of the company or ranks as one of
its topten shareholders.
After evaluation, no such
matters were found in these
2 CPAs
4. Not a spouse, relative within the second degree
of kinship, or lineal relative within the third
degree of kinship of personnel in(1), (2) and
(3).
After evaluation, no such
matters were found in these
2 CPAs
5. Not a director, supervisor, or employee of a
corporate shareholder that directly holds 5% or
more of the Company's outstanding shares or a
topfive shareholder.
After evaluation, no such
matters were found in these
2 CPAs
6. Not a director, supervisor, or executive officer
of a specific company or institution with
financial or business dealings with the
Company, or shareholder with 5% or more
shares of the Company.
After evaluation, no such
matters were found in these
2 CPAs
7. Not having a marital relationship, or a relative
within the second degree of kinship to any other
director of the company.
After evaluation, no such
matters were found in these
2CPAs
8. Not been a person or any conditions defined in
Article 30 of the Company Act.
After evaluation, no such
matters were found in these
2CPAs
9. Not under Article 27 of the Company Act with
government, juristic person or the
representative thereof successfullyelected.
After evaluation, no such
matters were found in these
2 CPAs
10. Receipt of Auditor's Independence Declaration Obtained

◆After evaluation, none of the CPAs were found to have matters stated in the independence evaluation stated above.

  • 44 -

directors completed th(Table 2) Board of Dir e ir continuous furthectors Training Reco r education. d:In 2020, there were a total of 9 directors, and 9 The hours of further education for directors have met the regulations prescribed in the “Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE/TPEx Listed Companies”.

Title Name Date Date Institute Course Period
(hours)
From To
Chairman Chen, Piao-
Fu
2020/6/30 2020/6/30 Securities and
Futures
Institute
Strategy and Management
of Enterprise Upgrade and
Transformation-Choice of
M&A and Alliance
3
2020/10/29 2020/10/29 Directors' Responsibilities
and Risk Management
under the Latest Corporate
Governance Blueprint
3
Director Tsai, Chien-
Sheng
2020/6/30 2020/6/30 Securities and
Futures
Institute
Strategy and Management
of Enterprise Upgrade and
Transformation-Choice of
M&A and Alliance
3
2020/10/29 2020/10/29 Directors' Responsibilities
and Risk Management
under the Latest Corporate
Governance Blueprint
3
Director Chang, Wen-
Hsien
2020/6/30 2020/6/30 Securities and
Futures
Institute
Strategy and Management
of Enterprise Upgrade and
Transformation-Choice of
M&A and Alliance
3
2020/10/29 2020/10/29 Directors' Responsibilities
and Risk Management
under the Latest Corporate
Governance Blueprint
3
Director Wu, Ying-
Lan
2020/6/30 2020/6/30 Securities and
Futures
Institute
Strategy and Management
of Enterprise Upgrade and
Transformation-Choice of
M&A and Alliance
3
2020/10/29 2020/10/29 Directors' Responsibilities
and Risk Management
under the Latest Corporate
Governance Blueprint
3
Director Fan, Chia-
Wen
2020/6/30 2020/6/30 Securities and
Futures
Institute
Strategy and Management
of Enterprise Upgrade and
Transformation-Choice of
M&A and Alliance
3
2020/10/29 2020/10/29 Directors' Responsibilities
and Risk Management
under the Latest Corporate
Governance Blueprint
3
Director Hsieh, Xin-
Yi
2020/6/30 2020/6/30 Securities and
Futures
Institute
Strategy and Management
of Enterprise Upgrade and
Transformation-Choice of
M&A and Alliance
3
2020/10/29 2020/10/29 Directors' Responsibilities
and Risk Management
under the Latest Corporate
Governance Blueprint
3
Independent
Director
Chan, Chin-
Hung
2020/6/30 2020/6/30 Securities and
Futures
Institute
Strategy and Management
of Enterprise Upgrade and
Transformation-Choice of
M&A and Alliance
3
2020/10/29 2020/10/29 Directors' Responsibilities
and Risk Management
under the Latest Corporate
Governance Blueprint
3
Independent
Director
Ko, Shun-
Hsiung
2020/6/30 2020/6/30 Securities and
Futures
Institute
Strategy and Management
of Enterprise Upgrade and
Transformation-Choice of
M&A and Alliance
3
  • 45 -
2020/10/29 2020/10/29 Directors' Responsibilities
and Risk Management
under the Latest Corporate
Governance Blueprint
3
Independent
Director
Lin, Horng
Chang
2020/6/30 2020/6/30 Securities and
Futures
Institute
Strategy and Management
of Enterprise Upgrade and
Transformation-Choice of
M&A and Alliance
3
2020/10/29 2020/10/29 Directors' Responsibilities
and Risk Management
under the Latest Corporate
Governance Blueprint
3

(Table 3) Purchasing of Liability Insurance for Directors:

Liability insurance for the entire Board and Supervisors

Director
Chang

Institute
2020/10/29
2020/10/29
Directors' Responsibilities
and Risk Management
under the Latest Corporate
Governance Blueprint
3
(Table 3) Purchasing of Liability Insurance for Directors:
Director
Chang

Institute
2020/10/29
2020/10/29
Directors' Responsibilities
and Risk Management
under the Latest Corporate
Governance Blueprint
3
(Table 3) Purchasing of Liability Insurance for Directors:
Director
Chang

Institute
2020/10/29
2020/10/29
Directors' Responsibilities
and Risk Management
under the Latest Corporate
Governance Blueprint
3
(Table 3) Purchasing of Liability Insurance for Directors:
Liabilityinsurance for the entire Board and Supervisors
Insured Object Insurance Company Insurance Period(start to end)
Entire Board Fubon Financial HoldingCo. September 1, 2020 to September 1, 2021
(Note) The report of the entire Board insured with liability insurance has been submitted to the Board Meeting
held on October 29,2020.

(Table 4) Further Education and Training Regarding Corporate Governance Participated by Managerial Officers:

Sequence Title Name Course Number
of
Hours
1 Chief
Strategy
Officer
Chen, Piao-
Fu
Strategy and Management of Enterprise Upgrade and
Transformation-Choice of M&A and Alliance
3
2 Chief
Strategy
Officer
Chen, Piao-
Fu
Directors' Responsibilities and Risk Management under the
Latest Corporate Governance Blueprint
3
3 President Tsai, Chien-
Sheng
Strategy and Management of Enterprise Upgrade and
Transformation-Choice of M&A and Alliance
3
4 President Tsai, Chien-
Sheng
Directors' Responsibilities and Risk Management under the
Latest Corporate Governance Blueprint
3
5 Executive
Vicepresident
Chang, Wen-
Hsien
Strategy and Management of Enterprise Upgrade and
Transformation-Choice of M&A and Alliance
3
6 Executive
Vicepresident
Chang, Wen-
Hsien
Directors' Responsibilities and Risk Management under the
Latest Corporate Governance Blueprint
3
7 Vice president Wu, Ying-
Lan
Strategy and Management of Enterprise Upgrade and
Transformation-Choice of M&A and Alliance
3
8 Vice president Wu, Ying-
Lan
Directors' Responsibilities and Risk Management under the
Latest Corporate Governance Blueprint
3
9 Corporate
Governance
Officer
Lin,
Tzu-Hsuan
Strategy and Management of Enterprise Upgrade and
Transformation-Choice of M&A and Alliance
3
10 Senior
manager
Lin,
Tzu-Hsuan
Continuing Education Program for Accounting
Managers of Issuers, Securities Firms, and Securities
Exchanges
12
11 Corporate
Governance
Officer
Lin,
Tzu-Hsuan
Directors' Responsibilities and Risk Management under the
Latest Corporate Governance Blueprint
3
12 Audit Officer Cheng,
Chao-Ming
Discussion on audit practice of enterprise cost and value
creation
6
  • 46 -

3.4.4 The Composition of the Remuneration Committee and its Operation Status:

The Company's Remuneration Committee primarily executes the following duties:

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

  • (2) To regularly assess and set up the salary remuneration for directors and managerial officers.

  • (3) To review incentive remuneration plan or employee remuneration plans with share-based payment.

  • (4) Motion for suggested amendment to these Rules.

  • Information on the Members of the Remuneration Committee

Title
(Note 1)
Criteria
Name
Met One of the Following
Professional Qualification
Requirements with at Least Five
Years Work Experience
Met One of the Following
Professional Qualification
Requirements with at Least Five
Years Work Experience
Met One of the Following
Professional Qualification
Requirements with at Least Five
Years Work Experience
Independence Criteria(Note2) Independence Criteria(Note2) Independence Criteria(Note2) Independence Criteria(Note2) Independence Criteria(Note2) Independence Criteria(Note2) Number
of
other
public
companie
s in
which
the
individua
l is
concurre
ntly
serving
as an
remunera
tion
committe
e
member
Remark
s
An
Instructor
or Higher
Position in
a
Department
of
Commerce
Law,Financ
e,Accountin
g,or Other
Academic
Department
Related to
the
Business
Needs of
the
Company
in a Public
or Private
Junior
College,Col
lege 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
Experie
nce in
the
Areas of
Comme
rce,Law,
Finance
,or
Account
ing, or
Otherwi
se
Necessa
ry for
the
Busines
s of the
Compan
y


1
2 3 4 5 6 7 8 9 10
Independen
t Director
(Convener)
Ko,
Shun-
Hsiung
3 None
Independe
nt Director
Lin,
Horng
Chang
None None
Other Wang,
Zhi-
Chen
1 None

Note 1: Election of the Audit Committee members was held on June 28, 2019. The term of the convener Chan, ChinHung ended and the new convener is director Ko, Shun-Hsiung.

Note 2: Compensation Committee Members, during the two years before being elected or during the term of office, meet any of the following situations, please tick the appropriate corresponding boxes:

  1. Not an employee of the company or any of its affiliates;

  2. Not a director or supervisor of the company or any of its affiliates.;

  3. 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 amount of one percent or more of the total number of issued shares of the company or ranks as one of its top ten shareholders;

  4. Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the officer in the preceding 1 subparagraph, or of any of the above persons in the preceding subparagraphs 2 and 3;

  5. 47 -

  6. Not a director, supervisor, or employee of a corporate/institutional shareholder that directly holds five percent or more of the total number of issued shares of the company, ranks as of its top five shareholders, or has representative director(s) serving on the company’s board based on Article 27 of the Company Law.

  7. Not a director, supervisor, or employee of a company of which the majority of board seats or voting shares is controlled by a company that also controls the same of the company;

  8. Not a director, supervisor, or employee of a company of which the chairman or CEO (or equivalent) themselves or their spouse also serve as the company’s chairman or CEO (or equivalent);

  9. 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;

  10. Other than serving as a compensation committee member of the company, not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the company or to any affiliate of the company, or a spouse thereof, and the service provided is an “audit service” or a “non-audit service which total compensation within the recent two years exceeds NTD500,000”;

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

  12. The operation status of the Remuneration Committee

  13. (1) The Company’s Remuneration Committee is composed of 3 members.

  14. (2) Tenure of the fourth session of Compensation committee is from 18st June, 2019 to 17th June, 2022.

A total of 2 (A) meetings of the Compensation Committee were held in 2020. The status of attendance is as follows:

Title Name Attendance in
person (B)
By Proxy Attendance rate
(%)
(B/A)
Remarks
(Note)
Chairman Ko, Shun-
Hsiung
2 0 100%
Member Lin, Horng
Chang
2 0 100%
Member Wang, Zhi-
Chen
2 0 100%
Other matters that shall be reported:
1. If the Board of Directors does not adopt or amend recommendations proposed by the
Remuneration Committee, the date, session, proposal contents and resolutions of the Board of
Directors, and the company's actions in response to the opinions of the Audit Committee shall be
stated (also, where the remuneration approved by the Board of Directors is superior to that
recommended bythe Remuneration Committee,the differences and reasons shall be stated): None.
Remuneration
Committee
Meeting Date
Session
Proposal Content
Remuneration
Committee
Resolution
Result
Company’s
handling for
opinions of
Remuneration
Committee
2020/01/17
1st
session
of 2020
(1) Proposal for 2019 board of directors’
performance evaluation result of the Company
(2) Proposal for 2019 remunerations of directors
and supervisors
(3) Proposal for 2019 remuneration of managerial
officers and employees
(4) Proposal for 2019 year-end bonus of
managerial officers
All attending
members
approved the
proposal as
proposed.
Submitted to
the board of
directors’
meeting and
approved by all
attending
independent
directors and
directors.
2020/12/29
2nd
session
of 2020
(1) Proposal for assessment and review the
remuneration of managerial officers of the
Company.
(2) Proposal for 2019 remuneration of directors and
supervisors and remunerations of managerial
officers and employees.
(3)Proposal for appointment of Ms. Ying-Lan Wu
to be the Vice President of the Company.
(4)Proposal for amendments to “Regulations
All attending
members
approved the
proposal as
proposed.
Submitted to
the board of
directors’
meeting and
approved by all
attending
independent
directors and
directors.
  • 48 -

Governing Appointment and Remuneration of Managerial Officers”. (5) Proposal for amendments to “Regulations for Board of Directors Performance Evaluation”.

  1. Where resolutions of the Remuneration Committee include dissenting or qualified opinion which is on record or stated in a written statement, the date, session, proposal contents, opinions from every member, and actions in response to the opinions of the members shall be stated: None.

  2. 49 -

3.4.5 Implementation of Corporate Social Responsibility

Items ImplementationStatus Non-
implementatio
n and its
reason(s)
Y N Summary
1. If the Company conducted risk assessment on its
usiness operation, social environment as and
corporate overnance based on the principle of
materiality and stablished risk management
policy or strategy ccordingly?
V The Company has established the “Corporate Social Responsibility
Best Practice Principles” which has content of practices of CSR, and is
divided into “implementation of corporate governance”, “development
of a sustainable environment”, “maintenance of social welfare”, and
“enhancing the information disclosure of CSR. Under the principle of
corporate sustainable development and environmental protection as
well as occupational disaster prevention, the commitment of company
operation and management must be conducted under the environmental
protection method. The Company is also dedicated to pollution
prevention and reduction control to thoroughly reach the goal of power
resource reduction and its efficient usage. We adhere to the
implementation of risk control and safety mechanisms, and reviews and
makes amendment according to theiractualoperation inthefuture.
None
2. If the Company established a part time or full
time unit to execute corporate social
responsibility projects and the Board authorized
top management to overlook and provide
feedback on status of execution?
V The Company’s HR Administration Department is responsible for the
concurrent unit for CSR promotion; the unit does its utmost to
maintain CSR and welfare while facilitating environmental protection
in terms of energy conservation, carbon reduction and greening.
Progress of physical and material promotion plans are reported to the
Board of Directorsmeetings onaregularbasis.
None
3. Environmental Issues
(1) If the Company endeavored to utilize resources
more efficiently and utilized renewable materials
which have a lower impact on the environment?
(2) If the Company established proper
environmental or energy management system
based on the characteristics of the industry
where the Company belongs to?
V
V
(1)The Company and its subsidiaries have built adequate environmental
management systems according to the ISO14001 (Environmental
Management System) which have been verified by a fair third-party.
The certification has been disclosed on the Company’s website.
(2) In order to correspond the Company's business growth, a green
headquarters has been built which has been put into use on March
30, 2011. The design of the headquarters was based on the standard
oftheLeadershipin Energy andEnvironmental Design(LEED)
None
  • 50 -
Items Implementation Status Non-
implementatio
n and its
reason(s)
Y N Summary
(3) If the Company assessed current and potential
impact and opportunity of climate change on the
Company’s operation and take preventive
measures?
(4) If the Company monitored the amount of
greenhouse emission, water usage and waste
handling for the past two years and established
corporate strategies on reduction of carbon
emission, greenhouse gas emission, water usage
and waste management?
V
V
prescribed by the US Green Building Council. We have implemented
the policy of green building and energy saving and carbon reduction
with a goal of lowering the impact on the environment.
The Design of the Headquarters:
“Water Conservation” landscape watering uses entirely recycled
rainwater, tap water-saving device and increases the efficiency of
kitchen and bathroom water by 70%. The goal of the process water
recovery rate after operation is expected to reach over 90%.
Advance night ice storage system has been introduced for “Energy
Saving” air conditioning system which can be used in conjunction
with a day chiller, saving time and money.
(3)The Company has kept an eye on international trends and
corresponding directions and has further understood issues
concerned by stakeholders namely the government, investors,
customers and the society. The Company evaluated possible legal
risks, substantial risks and other risks as well as potential
opportunities in order to adopt corresponding measures.
(4)In addition to the Company, the overseas production locations of
Nishoku Group - Kunshan, Shenzhen and Vietnam all uphold the
notion of co-existence with the Earth environment, continue to
promote energy saving and greenhouse gas emission reduction
measures, actively reduce carbon emission and focus on power
consumption measures and review internal energy consumption
status periodically. The Company has established relevant provisions
for polices on the energy saving and carbon reduction, greenhouse
gas emission reduction, reduction of water usage or other waste
management in the “Corporate Social Responsibility Best Practice
Principles”, and also implements such polices thoroughly.
The Company’s greenhouse gas emission inspection has been
verified by externalunit.Inadditionto the obtaining ofgreen
None
None
None
  • 51 -
Items Implementation Status Non-
implementatio
n and its
reason(s)
Y N Summary
building certificate for the Group’s headquarter building, the
greenhouse gas total emission of the production locations in 2018
and 2019 were 12,413 tons and 10,979 tons respectively, indicating
that the greenhouse gas emission of the organization in 2019 was
reduced by 11.55% from the previous year. The Company will
continue to exert effort in the improvement of environment, and also
plans to achieve the management goal of reduction of greenhouse gas
emission by 5% annually in the future. The execution measures are
as follows:
1. Production end energy-saving measures:
Reduction of process energy consumption, increase of equipment
efficiency and energy management, etc.
2. Office energy saving measures:
(1)Group’s headquarter building obtained the U.S. Green Building
Council LEED green building golden class certification in June
2012.
(2)Office environment adjusts the air conditioning depending upon
the season and the temperature is set at 26 degree Celsius constantly
in order to reduce the power load.
(3)Office lighting uses energy-saving and high-performance lighting
fixtures in order to reduce the heat generated by the light source and
to achieve the objective of energy saving.
(4)Promote employees to use stairs instead of elevators.
3. Others:
(1)Use document electronic signing and approval system to perform
electronic signing approval, thereby reducing the paper usage
amount, and promote the use of recycled papers.
(2)Properly execute the recycle management and resource
classification of wastes, such kitchen wastes, metal/aluminum/glass
bottles, waste papers and plastic bottles, etc., and appoint
  • 52 -
Items Implementation Status Implementation Status Non-
implementatio
n and its
reason(s)
Y N Summary
professional personnel to be responsible for the treatment and
classification of wastes.
Presently, the main production locations have consecutively obtained
the greenhouse gas emission inspection reports. According to the
inspection result below, the carbon emission in 2019 was reduced by
11.55% from 2018:
In 2019, the Company entrusted Greem Industrial (ShenZhen)
Co.,Ltd. to complete ISO 14064-1 For the greenhouse gas
verification,accordingto the inspection result:
In 2018, the Company entrusted CTI International Certification
(ShenZhen) Co.,Ltd. to complete ISO 14064-1 For the greenhouse
gas verification, according to the inspection result:
2018
Emission(tCO2e)
Scope 1 Direct Greenhouse Gas
Emission
40.67
Scope 2 Energy Indirect Greenhouse
Gas Emission
12,372.67
12,413.34
2019
Emission(tCO2e)
Scope 1 Direct Greenhouse Gas Emission
18.08
Scope 2 Energy Indirect Greenhouse Gas
Emission
10,961.57
10,979.65
2018 Emission(tCO2e)
Scope 1 Direct Greenhouse Gas
Emission
40.67
Scope 2 Energy Indirect Greenhouse
Gas Emission
12,372.67
12,413.34
4. Social Issues
(1) If the Company followed relevant laws, and
internationally recognized human rights
principal, and established appropriate
V (1) The Company strictly follows laws and regulations prescribed by
the government by implementing labor laws and regulations to
protect therights ofcolleagues.Inadditionto establishinglabor-

None
  • 53 -
Items Implementation Status Non-
implementatio
n and its
reason(s)
Y N Summary
management policies and procedures?
(2) If the Company followed relevant laws and
regulations and international guidelines on
consumer health and safety, customer privacy,
marketing and labeling of products and services
and established relevant consumer protection
policy and grievance channel?
(3) If the Company provided safe and healthy
working environment to employees and
conducted relevant training on safety and health
management to employees periodically?
(4)Ifthe Company provided careerplanning,
V
V
V
management meetings and holding regular labor-management
meetings, our colleagues can also give their opinions or
suggestions through the communication channel within their unit
or cross-unit, reaching the goal of sufficient communication and
efficient problem-solving.
(2) 1. The Company’s Articles of Incorporation clearly states that “In
case the company has yearly profit, at least 1% shall be
appropriated as employee remuneration”. Moreover, performance
of various business groups and personal performance are used as
reference base for determination, and after the approval of
authorization manager is gained, reasonable reward shall be given
to employees.
2. The Company’s holiday system has been formulated in
accordance with the Labor Standards Act.
3. For the status of the Company's employee welfare measures and
implementation, please refer to “V. Overview of Business
Operation”.
(3) “Providing a safe and health workplace for employees” is the
Company’s fundamental obligation. Aside from establishing a
Labor Safety and Health Management Committee to implement
necessary workplace environmental inspection, various safety and
health facilities for labors and improvement or proposal of
suggestions are also provided. Safety lectures with topics of
personal injuries or accidental disasters are regularly held to build
a safe work place. As a means to raise awareness of colleagues’ fire
and fire protection to avoid the cause of accident due to panicking
in the occurrence of fire or other disasters, the Company has
established a Self-Defense Fire Protection Team, and regular
firefighting drills are performed.
(4)The Company values theimportance ofemployees’competitiveness
None
None
  • 54 -
Items Implementation Status Non-
implementatio
n and its
reason(s)
Y N Summary
relevant raining and skill development for
employees?
(5) If the Company followed relevant laws and
regulations and international guidelines on
consumer health and safety, customer privacy,
marketing and labeling of products and services
and established relevant consumer protection
policy and grievance channel?
(6) If the Company established suppliers
management policy requesting suppliers to
comply with relevant regulations on EHS and
human rights issues and monitored suppliers’
execution status.
V
V
and is dedicated to talent development. Annual education and
training plans are arranged according to the education and training
Measures. Flexible adjustment may be made according to the nature
of work to meet expectations of duty and career development.
(5) The Company is in the manufacturing industry; products are not
directly sold to consumers. Even though there are no compliant
procedures in terms of R&D, procurement, manufacturing,
production and service to protect consumers’ rights and interests, a
section dedicated to stakeholders can be found on the Company's
website in accordance with the Business Integrity Rules. There is
also a compliant management to prevent product or service from
directly or indirectly damaging the rights and interests, health and
safety of consumers or other stakeholders.
(6) The Company evaluates and inspects the condition of suppliers in
accordance with the Company's “Supplier Management Measures”,
“Supplier
Evaluation
Management
Procedures”,
“Supplier
Questionnaire”, and “Inspection Form of Environmental Quality
Assurance System for Suppliers”. The Company performs an
evaluation on new suppliers to determine whether it can become a
qualifiedmanufacturer; in terms of existing suppliers, the Company
carries out regular evaluation to ensure they are adequate and
provide guidance on supplier compliance with matters namely
environmental management, restricted substance control, non-
hazardous substances and non-conflict miners.
All suppliers signed the contract with the commitment of
complying with the Company’s environmental policies including
compliance of laws and regulations, reduction of impact,
continuous improvement, implementation of education, and
communication. If a supplier is involved with unlawful incident, the
Companymay terminateits contract. Where a supplier, customeror
None
None
None
  • 55 -
Items Implementation Status Implementation Status Implementation Status Non-
implementatio
n and its
reason(s)
Y N Summary
an entity which the Company does business with is suspected to
have violated the Company’s CSR policies which has made a
significant impact on the environment and society, the business
relationship between 2 parties may be considered to be terminated.
In light of the important issue of environmental protection,
countries in the EU and other countries have passed acts including
the Restriction of Hazardous Substances Directive (RoHS) and
Waste Electrical and Waste Electric and Electronic Equipment
(WEEE). As a member of the green product supply chain, not only
does Nishoku Technology promote products that are lead-free but
is also dedicated to fulfilling the needs of customers regarding
heavy metal and banned chemical substances. We are currently
promoting forbidden substance control and have released statement
that all suppliers must meet the standard prescribed by laws and
regulations.
5. If the Company’s CSR report prepared based on
international recognized standard and if the report
verified by the third party?
V The Company has established the Corporate Social Responsibility Best
Practice Principles. There is no major difference between the
Company's CSR status and self-established CSR Best Practice
Principles.
None
6. If the Company established any guideline of corporate social responsibility in accordance with “Corporate Social Responsibility Best-Practice Principles
for Listed Companies”?
As a means to fulfill CSR and improve the balance of economy, society, the environment and ecology, and sustainable development, the Company's
Board of Directors passed the establishment of the Company's “CSR Best Practice Principles” in November 2015. Inspection of execution status is
carried out on a regular basis and improvements are made accordingly. Since the establishment of the Principles, no material variation has been found.
7. Other material information that helps to understand the operation of corporate social responsibility:
(I) As a means to fulfill corporate responsibility in protecting the environment, the raw materials currently used by the Company all comply with the
RoHS regulations prescribed in July 2006. The dangerous substances stipulated in the RoHS are strictly prohibited in the production, and relevant
information is also delivered to all departments, ensuring that all products of the Company comply with the RoHS or meet the needs of our
customers.

As a means to fulfill CSR and improve the balance of economy, society, the environment and ecology, and sustainable development, the Company's Board of Directors passed the establishment of the Company's “CSR Best Practice Principles” in November 2015. Inspection of execution status is carried out on a regular basis and improvements are made accordingly. Since the establishment of the Principles, no material variation has been found.

  • 56 -
Items Items Implementation Status Implementation Status Implementation Status Implementation Status Non-
implementatio
n and its
reason(s)
Y N Summary
(II) With a certain amount of money, the Company engages in events of social care and disadvantaged groups. Employees of the Company are also
encouraged to take part in doing charities and make a difference in order to give back to the society.
Number
Name of the Recipient
Amount
1
Genesis Social Welfare Foundation
55,000
2
Mennonite Social Welfare Foundation
59,599
3
Yilan CountyPrivate Buddhism Puxian Social Welfare CharityFoundation 57,600
4
The Hualien County Christian Missionary Association of Taiwan Province,
affiliated to the Hualien Bethesda Home for handicapped
60,000
5
Taiwan Fund for Children and Families
65,000
6
XinzhuangDistrict,Xinbei CityOffice
50,000
7
The Taichung City Private Huiming Blind Child Welfare Association is
attached to the Christian HuimingBlind Welfare Association
60,000
8
The Chiayi Diocese of Chiayi County is attached to the Chiayi Diocese of
the Catholic Church
60,000
9
Huashan Social Welfare Foundation
70,000
10
New Taipei CityPrivate Leshan Park Social Welfare CharityFoundation
60,000
11
Children Are Us Foundation
4,990
12
Wujie Township Office, Yilan County (Wujie Digital Opportunity Center)
30,000
13
Longqi Elementary School, Longqi District, Tainan City
6,000
14
Dongshan Elementary School, Dongshan District, Tainan City
18,000
15
World Vision Taiwan
42,000
16
Nantou CountyPrivate Xuan-Kuan CaringHome
59,245
17
FuwangElementarySchool
36,000
18
Andrew CharityAssociation
10,000
Number Name of the Recipient Amount
1 Genesis Social Welfare Foundation 55,000
2 Mennonite Social Welfare Foundation 59,599
3 Yilan CountyPrivate Buddhism Puxian Social Welfare CharityFoundation 57,600
4 The Hualien County Christian Missionary Association of Taiwan Province,
affiliated to the Hualien Bethesda Home for handicapped

60,000
5 Taiwan Fund for Children and Families 65,000
6 XinzhuangDistrict,Xinbei CityOffice 50,000
7 The Taichung City Private Huiming Blind Child Welfare Association is
attached to the Christian HuimingBlind Welfare Association

60,000
8 The Chiayi Diocese of Chiayi County is attached to the Chiayi Diocese of
the Catholic Church

60,000
9 Huashan Social Welfare Foundation 70,000
10 New Taipei CityPrivate Leshan Park Social Welfare CharityFoundation 60,000
11 Children Are Us Foundation 4,990
12 Wujie Township Office, Yilan County (Wujie Digital Opportunity Center) 30,000
13 Longqi Elementary School, Longqi District, Tainan City 6,000
14 Dongshan Elementary School, Dongshan District, Tainan City 18,000
15 World Vision Taiwan 42,000
16 Nantou CountyPrivate Xuan-Kuan CaringHome 59,245
17 FuwangElementarySchool 36,000
18 Andrew CharityAssociation 10,000
  • 57 -
Items Implementation Status Non-
implementatio
n and its
reason(s)
Y N Summary
19 Love Second SpringCultural and Educational Foundation 50,000
TOTAL 853,934
  • 58 -

3.4.6 Implementation of Ethical Corporate Management Best Practice Principles:

Items Implementation Status Non-
implementation
and its
reason(s)
Y N Summary
1. Ethical Corporate Management Policy
(1) If the Company established ethical corporate
management policy approved by the Board and
specified procedures in its internal policies and
external document? If the Board of Directors
and the management team committed to enforce
such policies rigorously and thoroughly?
(2) If the Company established a system to
periodically evaluate business activities which
are possibly at a higher risk of being involved in
an unethical conduct and if relevant prevention
policy covering business activities specified in
the second paragraph of Article 7 of Ethical
Corporate Management Best Practice Principles
for TWSE/GTSE Listed Companies established
thereof?
V
V
(1) The Company's Board has passed the “Ethical Management Best
Practice Principles” and has clearly disclosed its ethical corporate
management policies and conduct measures in its “Management
Rules”, “Conduct Rules”, and “Professional Ethics for
Employees and Code of Conduct”. The Board and the
Management are committed to the implementation of ethical
management and have formulated a recusal system for the Board
in the Company’s “Ethical Conduct Rules for Directors and
Supervisors” and “Rules and Procedures for Board Meetings”
which states that if the participation by the board member or their
representative is likely to prejudice the interest of the Company,
the concerned person may not participate in discussion of or
voting. .
(2) The Company regularly analyses the forms of the whistle-
blowing system for unethical conducts. An effective accounting
system and internal control system are established for business
activities with high risks, and the following procedures have been
formulated in the “Ethical Management Best Practice Principles”:

No providing or acceptance of bribes.

No providing illegal political contributions.

No improper charitable donations or sponsorship.

No offering or acceptance of unreasonable presents or
hospitality, or other improper benefits.

No misappropriation of trade secrets and infringement of
trademark rights, patent rights, copyrights, and other
intellectual property rights.

No engaginginunfaircompetitive practices.
None
None
  • 59 -
Items Implementation Status Non-
implementation
and its
reason(s)
Y N Summary
(3) If the Company executed any measures to
prevent unethical conduct and clearly prescribed
the specific ethical management practice
including operational procedures, guiding
principles, penalties and grievance channels? If
the Company reviewed the execution of these
measures periodically and revised the measures
where necessary.
V
No 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.
(3) The Company has established the “Ethical Management Best
Practice Principles”, which has clearly stated its operating
procedures, conduct guidelines, penalties for violation and
reporting system, such as channels including dedicated contact
personnel, contact number and e-reporting mailbox on the
Company’s website and internal website. For Company
employees involving in ethical conduct, it shall be handled
according to the reporting procedures of the “Handling Measures
for Reporting Illegal and Unethical and Dishonest Conducts”.
None
2. Implementation of Ethical Corporate
Management
(1) If the Company checked whether the respective
counterparty holds any record of unethical
misconduct and if the contract terms required
the compliance of ethical corporate management
policy?
(2) If the Company set up a unit, under the direct
supervision of the Board of Directors, to handle
the implementation and supervision of ethical
corporate management as well as prevention of
unethical conduct and reported to the Board of
Directors periodically (annually)?
V
V
(1) The Company has established the “Supplier Evaluation
Management Procedures” and “Supplier Questionnaire” for
approving trading objects for which the Company does business
activities with. For suppliers/contractors which the Company is
already in cooperation with, regular audits and inspections are
carried out. Related terms and conditions between the Company
and trading objects are also specified in the contact.
(2) The Company’s Finance Department is the concurrent unit for the
promotion of corporate ethical management, and various
operations are facilitated according on applicable management
measures, ensuring the implementation of ethical management
best practice principles. The execution status is reported to the
BoardMeeting atleast once a year.
None
None
  • 60 -
Items Implementation Status Non-
implementation
and its
reason(s)
Y N Summary
(3) If the Company established a policy on
prevention of conflict of interests, provided
appropriate reporting channel and executed
rigorously and thoroughly?.
V Reported to the board of directors on 2020/12/29.Related
execution status for the Company's 2020 ethical management
policies:
(1) Education Training
External education and trainings (courses include Practical Ethical
Management seminars, Accounting Systems and Internal Control
Systems) concerning issues of ethical management were held in
2020. A total of 20 employees took part with a total of 189 hours
of courses.
(2) Decree advocacy
(3) The Company has established the “Ethical Management Best
Practice Principles” and when a proposal at a given Board of
Directors meeting concerns the personal interest of, or the interest
of the juristic person represented by any of the directors,
managerial officers, and other stakeholders attending or present at
Board Meetings of the Company, the concerned person shall state
the important aspects of the relationship of interest at the given
Board Meeting. If his or her participation is likely to prejudice the
interest of the company, the concerned person may not participate
in discussion of or voting on the proposal and shall recuse himself
or herself from the discussion or the voting, and may not exercise
voting rights as a proxy for another director.
As a means to avoid improper leaks of internal material
information, the “Operating Procedures for the Prevention of
Insider Trading” has also been established for the compliance of
the Company’s directors, managerial officers, employees and
shareholders holding more than 10% of the Company’s shares as
well as spouses, minor children and holding shares using another
person’s name stated previously.
There is also a stakeholders section on the Company's website,
None
  • 61 -
Items Implementation Status Non-
implementation
and its
reason(s)
Y N Summary
(4) If the Company established an effective
accounting system and internal control system
and if internal auditing department formulated
auditing plan based on the result of risk
evaluation on unethical conduct and audited the
compliance of prevention plan or authorized
external accounting firm to conduct auditing?
(5) If the Company organized training and
awareness programs on ethical corporate
management to internal and external parties?
V
V
providing a channel for making statements.
(4) The accounting system and internal control system established by
the Company are able to control relevant operation risks. However,
with the change of economic environment and the Company's
expanding business scales, the Company adheres to its ethical
management while at the same time making appropriate reviews
and improvements. The internal audit personnel carries out audits
on the compliance of the systems stated previously, and shall make
an audit report to submit to the Board meeting. CPAs are appointed
to execute audits, and when it is necessary, professionals may be
appointed for assistance.
(5) As required by the “Regulations Governing Establishment of
Internal Control Systems by Public Companies” and the
“Operating Procedures for the Prevention of Insider Trading”
passed by the Board, an Education Promotion Handbook is
produced quarterly and courses are carried out by external
education institutions for assistant general manger-level and
above. Trainings relating to Professional Ethics for Employees and
Conduct of Conduct are arranged for the Company's general
employees.
None
None
3.Implementation of whistleblowing system
(1) If the Company established a whistleblowing
and reward system? Upon receiving a reported
case, is there a dedicated personnel handling the
reported case?
V (1) The Company has established the “Handling Measures for
Reporting Illegal and Unethical and Dishonest Conducts”, as well
as independent whistle-blowing mailbox for internal and external
personnel. A whistle-blower may send the reporting matter
directly to such mailbox. The authorization unit appoints suitable
dedicated personnel to handle the matter according to the nature
of such matter, and the identity and reporting content will be kept
confidential. An internal audit may be carried out according to
needs.
None
  • 62 -
Items Implementation Status Implementation Status Implementation Status Non-
implementation
and its
reason(s)
Y N Summary
(2) If the Company established standard operational
procedures and relevant information
confidentiality policy for investigation of
reported cases and recommendation of
preventive measures?
(3) If the Company established any measures for
protecting whistleblowers from inappropriate
disciplinary actions?
V
V
(2) The Company has established applicable standard operating
procedures investigation in terms of reporting matters and an
investigation is conducted under a confidential document.
(3) The Company's “Handling Measures for Reporting Illegal and
Unethical and Dishonest Conducts” clearly specifies that the
handling personnel shall keep confidential of the identity of the
whistle-blower as well as the content, and shall protect such
person from suffering any consequences of reporting an incident.
None
None
4. Information Disclosure
If the Company disclosed ethical corporate
management policy and its status of
implementation via corporate website or Market
Observation Post System?
V The Company has disclosed information relating to ethical
management on its website and annual report for relevant personnel.
None
5. If the Company established any guideline of ethical business conduct in accordance with “Ethical Corporate Management Best Practice Principles for
TWSE/GTSM-Listed Companies” and please state the implementation status of the guideline and any reasons for non-implementation?
The Company’s “Ethical Management Best Practice Principles” has been approved by the Board Meeting and has been publicly announced on the
Company’s website and MOPS for compliance of employees. The concurrent unit, Finance Department, is responsible for the promotion of corporate
ethical management.
6. If any other information that helped to understand the operation of ethical business conduct and its implementation. (ie. Declarations, trainings and
conventions held with vender to promote ethical business conduct)?
(I) In the daily operation, it is prohibited to involve bribery when various departments are conducting businesses, regardless of directly or through third
parties (including through subsidiaries, joint ventures, agents, representatives, consultants, stockbrokers, contractors, suppliers or other media).
(II) All forms of bribery are prohibited, such as: receiving contract rebates, or taking advantages from customers, agents, contractors, suppliers and
employees. However, it is not limited to benefits received or given with accepted social customs (such as gifts to manufacturers on 3 major
festivals) or gifts for when the Company visits customers within an amount under NT$10,000, and is carried out occasionally without any concern
of affecting any specific rights and obligations. The “Group Decision-Making Authority Form” shall be filled in and submitted to the authorization
managerprior to makinganyexpenditure relatingto entertainment.
  • 63 -
Items Implementation Status Implementation Status Implementation Status Non-
implementation
and its
reason(s)
Y N Summary
(III) It is prohibited to make direct or indirect donations to specific political parties, party members, candidates, political organizations or persons as a
form of bribery.
(IV) For making donations to charitable institutions, an application must be sent for approval by the authorization manager, ensuring the transparency
of all donation process.
(V) No offering or acceptance of unreasonable presents or hospitality, or other improper benefits. Unreasonable gifts, hospitality or other improper
benefits are gifts that are not part of normal accepted social customs which should not be carried out occasionally that may affect specific rights
and obligations.
(VI) For data confidentiality of business secrets or commercially sensitive information obtained, the Company has established the “Insider Trading
Prevention Management Operating Procedures” for the compliance of the directors and supervisors. Employees are also required to sign an
employee confidentiality agreement. For suppliers, customers or trading object in which the Company has business with involved in unethical
conduct,the business relationshipbetween bothparties should be terminated.
  • 3.4.7 The Company has Corporate Governance Rules and Related Measures:

  • The Company currently has Corporate Governance Rules, CSR Best Practice Principles, Ethical Conduct Rules for Directors, Supervisors and Managerial Officers, Rules and Procedures for Board Meetings, Rules of Procedure for Board of Directors Meetings, Duties of Independent Directors, Professional Ethics for Employees and Code of Conduct, and comprehensive internal control system and internal audit system in order to implement the operation and promotion of corporate government. Related rules and measures can be found on the Company’s internal and external websites.

  • 3.4.8 Other important may be disclosed regarding information to improve the understanding of the Company's corporate governance operation: The Company has a corporate governance section on the website for the disclosure of related information on corporate governance.

    • Company website:https://www.nishoku.com.tw/zh-TW/Investor/Company
  • 64 -

  • 3.4.9 The following items related to the implementation of internal control systems shall be disclosed:

  • (1) Internal Control Statement

Nishoku Technology Inc. Statement of Internal Control System

Date: February 26, 2021

Based on the findings of self-assessment, Nishoku Technology Inc. states the following with regard to its internal control system in 2020:

  1. Nishoku Technology Inc. is fully aware that establishing, operating and maintaining an internal control system are the responsibilities of its Board of Directors and management. The aim of the internal control system is to provide reasonable assurance to effectiveness and efficiency of operations (including profitability, performance and safeguarding of assets), reliability, timeliness, transparency and regulatory compliance of financial reporting and compliance with of applicable laws, regulations and bylaws.

  2. An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can only provide reasonable assurance of accomplishing the aforementioned three objectives. Moreover, the effectiveness of an internal control system may be subject to changes of environmental or circumstances. Nevertheless, the internal control system of Nishoku Technology Inc. contains self-monitoring mechanism and Nishoku Technology Inc. takes corrective actions whenever a deficiency is identified.

  3. Nishoku Technology Inc. evaluates the design and operating effectiveness of its internal control system based on the criteria provided in the Regulations Governing the Establishment of Internal Control System by Public Companies (herein below, the “Regulations”). The criteria adopted by the Regulations identify five constituent elements of internal control based on the process of management control: (1) control environment, (2) risk assessment, (3) control activities, (4) information and communications, and (5) monitoring activities. Each component further contains several items. Please refer to the Regulations for details.

  4. Nishoku Technology Inc. has evaluated the design and operating effectiveness of its internal control system according to the aforesaid criteria.

  5. Based on the findings of the self-assessment mentioned in the preceding paragraph, Nishoku Technology Inc. believes that, as of December 31, 2020, its internal control system (including its supervision and management of subsidiaries), as well as understanding the degree of achievement of its objectives concerning operational effectiveness and efficiency, reliability, timeliness, transparency and regulatory compliance of financial reporting, and compliance with the applicable laws, regulations and bylaws, were effective in design and operation, and reasonably assured the achievement of the above-stated objectives.

  6. This Statement will be integral part of Nishoku Technology Inc.’s Annual Report for the year 2020 and Prospectus, and will be made public. Any falsehood, concealment, or other illegality in the content made public will entail legal liability under Articles 20, 32, 171 and 174 of the Securities and Exchange Law.

  7. This Statement has been passed by the Board of Directors in their meeting held on February 26, 2021 with zero of nine attending directors expressing dissenting opinions, and the remainder all affirming the content of this Statement.

Nishoku Technology Inc.

Chen, Piao-Fu Chairman

Tsai, Chien-Sheng President and Chief Executive Officer

  • 65 -

  • (2) Where a CPA is entrusted to carry out a special audit of the internal control system,

  • furnish the CPA audit report: None.

  • 3.4.10 The penalties delivered to the Company and the staffs of the Company, or the penalties delivered by the Company to the staffs for violations of internal control system in the most recent years and up to the date of the annual report which caused material impact to shareholder equity or share price and content of penalty shall be disclosed accordingly: None.

  • 3.4.11 Major Resolutions of Shareholders’ Meeting and Board Meetings

  • 3.4.11.1 The 2020 major Resolutions of Shareholders’ Meeting and its Implementation Status:

  • Motion for 2019 Business Report and Financial Statements.

    • Execution status: according to the resolution.
  • Motion for 2019 earnings distribution.

Execution status: a cash dividend of NT$4 per share was issued. Base date: July 7, 2020. The distribution was completed on July 29, 2020.

3.4.11.2 Major Resolutions of Board Meetings

Date Major resolutions Matters
listed in
§14-3 of the
Securities
and
Exchange
Act
Independent
director holding
any dissent or
qualified opinion
2020
First
session
March
12,
2020
1. Motion for the proposal of the investment in
Nishoku TechnologyVietnam Co.,Ltd.
None
2. Motion for the Company’s 2019 parent only and
consolidated financial statements
- None
3. Motion for the Company’s 2019business report - None
4. Motion for the Company’s 2019 internal control
system statement
None
5. Motion for the Company’s 2019 remuneration to
directors, supervisors and employees, and year-end
bonus for managerial officers
- None
6. Motion for amendment to the “Management
Procedures for the Preparation of Financial
Statements”
None
7. Motion for amendment to the “Rules and
Procedures of Meetings of Shareholders”
- None
8. Motion for the proposal of the time, location and
agendas for the Company’s 2020 General Meeting
of Shareholders and that voting method may be
conducted electronically
- None
9. Proposal of setting a time to accept
shareholders’ proposals for 2020 General Meeting
of Shareholders
- None
  • 66 -
Date Major resolutions Matters
listed in
§14-3 of the
Securities
and
Exchange
Act
Independent
director holding
any dissent or
qualified opinion
10. Motion for the proposal of signing a loan limit
with the bank
- None
Opinion of the independent directors: None.
How the companyresponded to these opinions: None.
Resolution: The motion was passed without objections after the Chair consulted
with all attendingindependent directors and directors.
No other motions or extraordinarymotions
2020
2nd
session
April 30,
2020
1. Motion for the Company’s 2019 earnings
distribution
- None
2. The Company's 2019 Earnings Distribution
Proposal for the Distribution of Shareholders'
Dividends in Cash
- None
3.Motion for amendment to the “Articles of
Incorporation"
- None
4. Motion for amendment to the “Rules and Procedures for
Board Meetings”
- None
5. Motion for the formulation of “Audit Committee
Charter”
- None
6. Motion for the proposal of the Company’s 100%
equity held offshore company Same Start Ltd.
(ANGUILLA) lending funds to Nishoku
TechnologyVietnam Co Ltd
None
Opinion of the independent directors: None.
How the companyresponded to these opinions: None.
Resolution: The motion was passed without objections after the Chair consulted
with all attendingindependent directors and directors.
No other motions or extraordinarymotions
2020
3rd
session
June 30,
2020
1. Motion for the proposal of the Company’s 100% equity held
offshore company Same Start Ltd.(ANGUILLA) lending
funds to Nishoku TechnologyVietnam Co Ltd

None
2. The company plans to set up a director of corporate
governance
- None
3. Motion for amendment to the “Operating Procedures for all
Demands for the Board”
- None
4. Motion for the proposal of signing a loan limit with Mega
Bills
- None
5.Motion for theproposal of signinga loan limitwithCitibank - None
6. The company's 100% investment subsidiary
Nishoku Boueki Co., Ltd. signed a loan quota
proposal
None
Opinion of the independent directors: None.
How the companyresponded to these opinions: None.
Resolution: The motion was passed without objections after the Chair consulted
with all attendingindependent directors and directors.
No other motions or extraordinarymotions
  • 67 -
Date Major resolutions Matters
listed in
§14-3 of the
Securities
and
Exchange
Act
Independent
director holding
any dissent or
qualified opinion
2020
4th
session
July 30,
2020
1. Motion for the proposal of signing a loan limit
with International Bills Finance Corporation
- None
2. Motion for amendment to the “Remuneration
Committee Charter”
- None
3. Motion for amendment to the “Rules Governing
the Scope of Powers of Independent Directors”
- None
Opinion of the independent directors: None.
How the companyresponded to these opinions: None.
Resolution: The motion was passed without objections after the Chair consulted
with all attendingindependent directors and directors.
No other motions or extraordinarymotions
2020
5th
session
October
29, 2020
1. Set the base date for the issuance of new shares
and capital increase in the third quarter of 2020 for
the exchange of common shares for the company’s
employee stock option certificates
- None
2. Motion for amendment to the formulation of
“Audit Committee Charter”
- None
3. Motion for amendment to the “Rules and
Procedures for Board Meetings”
- None
4. Motion for amendment to the "Corporate
Governance Code of Practice"
- None
5. Motion for amendment to the "Corporate Social
Responsibility"
- None
6. Motion for amendment to the "Internal Audit
Implementation Rules"
- None
7. Motion for amendment to the " R&D cycle"、
"Production cycle" and " Purchase andpayment cycle"
None
8. Motion for the proposal of signing a loan limit with First
Commercial Bank
- None
Opinion of the independent directors: None.
How the companyresponded to these opinions: None.
Resolution: The motion was passed without objections after the Chair consulted
with all attendingindependent directors and directors.
No other motions or extraordinarymotions
2020
6th
session
December
29,
2020
1. Motion for reporting the Company’s 2021
budgets and businessplans
- None
2. Motion for reporting the Company’s 2021 audit
plans
None
3. Motion for the Company’s 2021 independence
evaluation of CPAs appointed bythe CPA firm
None
4. Motions resolved by the Remuneration Committee on the
second meeting in 2020、Implementation of Directors'
Remuneration and Employees' Dividends in 2019
- None
5. Proposed to appoint Ms. Wu Yinglan as the vice president
of the company。
- None
  • 68 -
Date Major resolutions Matters
listed in
§14-3 of the
Securities
and
Exchange
Act
Independent
director holding
any dissent or
qualified opinion
6. Motion for amendment to the "Administrative
Measures for the Appointment and Reward of Managers "
- None
7. Motion for the amendment to the “Regulations
Governingthe Board Performance Evaluation”
- None
8.Motion for the continuation of the Company's
credit contract with Taipei Fubon Commercial
Bank.
- None
Opinion of the independent directors: None.
How the companyresponded to these opinions: None.
Resolution: The motion was passed without objections after the Chair consulted
with all attendingindependent directors and directors.
No other motions or extraordinarymotions
2021
First
session
February
26, 2021
1. Motion for the Company’s 2020 parent only and
consolidated financial statements
- None
2. Motion for the Company’s 2020 remuneration to
directors and employees, and year-end bonus for
managerial officers
- None
3. Set the base date for the issuance of new shares
and capital increase in the fourth quarter of 2020
for the exchange of common shares for the
company’s employee stock option certificates
- None
4. Motion for the Company’s 2020 business report - None
5. Motion for the Company’s 2020 internal control system
statement
None
6. Motion for amendment to the “Rules and Procedures of
Meetings of Shareholders”
- None
7. Motion for amendment to the “Regulations Governing
Election of Directors”
- None
8. Motion for amendment to the “Ethical Conduct Rules for
Directors and Supervisors”
- None
9. Abolish the company's Regulations on the scope of
powers of supervisors.。
- None
10. Motion for the proposal of the time, location and agendas
for the Company’s 2021 General Meeting of Shareholders
and that votingmethod maybe conducted electronically
- None
11. Proposal of setting a time to accept shareholders’
proposals for 2021 General Meetingof Shareholders
- None
12. Motion for the proposal of signing a loan limit
with CTBC Bank
- None
13. Motion for the proposal of signing a loan limit with
Mega Bank
- None
14. Motion for the proposal of signing a loan limit
with First Commercial Bank
- None
15. Motion for the proposal of signing a loan limit
with Esun Bank
- None
  • 69 -
Date Major resolutions Matters
listed in
§14-3 of the
Securities
and
Exchange
Act
Independent
director holding
any dissent or
qualified opinion
Opinion of the independent directors: None.
How the companyresponded to these opinions: None.
Resolution: The motion was passed without objections after the Chair consulted
with all attendingindependent directors and directors.
No other motions or extraordinarymotions
  • 3.4.12 Major Issues of Record or Written Statement Made by Any Director Dissenting to Important Resolutions Passed by the Board of Directors in 2020 and to the date of the annual report: None.

  • 3.4.13 Resign and discharge by the Company's chairman, president, accounting head, treasurer, internal audit head and research and development head in the latest fiscal year and as of the publication date of the annual report: None.

  • 70 -

3.5 Information Regarding CPA Fees

Range of CPA professional fees

CPA Firm CPA Firm CPA CPA CPA AuditingPeriod AuditingPeriod Note
KPMG Cheng-Chien
Chen
Sheng-He
Yu
2020/1/1~2020/12/31
unit: NT$thousand
Items of CPAs
Amount Bracket
fee Auditing Fees Non-Auditing
Fees
Total
1 Below 2,000 thousand 755 755
2 2,000 thousand (included) ~ 4,000
thousand(excluded)
3 4,000 thousand (included) ~ 6,000
thousand(excluded)
4,520 4,520
4 6,000 thousand (included) ~ 8,000
thousand(excluded)
5 8,000 thousand (included) ~ 10,000
thousand(excluded)
6 Over 10,000thousand(included)
  • 3.5.1 When non-audit fees paid to the CPA, to the accounting firm of the CPA, and/or to any affiliated enterprise of such accounting firm is one quarter or more of the audit fees paid thereto, the amounts of both audit and non-audit fees as well as details of non-audit services shall be disclosed:

Information on CPA fees

unit: NT$ thousand

Non-AuditingFees Non-AuditingFees Non-AuditingFees Non-AuditingFees Auditing
Period

Industrial and
CPA Firm CPA Fees System Note

commericial
HR Others Total

Design
registration
Cheng-Chien
Chen 2020/1/1~
Service fees for
KPMG 4520 0 45 0 710 755
Sheng-He , 2020/12/31
transfer pricing
Yu
  • 3.5.2 Audit fee for the change of accounting firms paid in the year is less than the previous year, the decreased amount, percentage and reason of the audit fee shall be disclosed: None.

3.5.3 Over 10% decrease in audit fee on a year-to-year basis: Not applicable.

3.6 Information on Change of CPA: None

3.7 If the chairman, president, and financial or accounting manager of the Company who had worked for the independent auditor or the related party in the most recent year, the name, title, and the term with the independent auditor or the related party must be disclosed: None.

  • 71 -

3.8 Information on Net Change in Shareholding and Net Change in Shares Pledged by Directors, Department Heads and Shareholders of 10% Shareholding or More

3.8.1 Information on Net Change in Shareholding:

Unit: Share

Unit: Share Unit: Share
Title Name 2020 2021/1/1-2021/4/18
Holding Increase
(Decrease)
Pledged Holding
Increase
(Decrease)
Holding Increase
(Decrease)
Pledged Holding
Increase
(Decrease)
Director Ghi Yang Investment
Limited
Rep.: Chen,Piao-Fu
0 0 0 0
Director Heng Sheng
Investment Limited
Rep.: Tsai, Chien-
Sheng
0 0 0 0
Director Heng Sheng
Investment Limited
Rep.: Wu,Ying-Lan
Director Cyuan Guan
Investment Limited
Rep.: Chang, Wen-
Hsien
0 0 0
Director Jhan Yu Investment
Limited
Rep.: Hsieh,Xin-Yi
0 2,000,000
(2,000,000)
0
Director Chang Shun
Investment Limited
Rep.: Fan,Chia-Wen
0 0 0 0
Independen
t Director
Ko, Shun-Hsiung 0 0 0 0
Independent
Director
Chan, Chin-Hung 0 0 0 0
Independent
Director
Lin, Horng Chang 0 0 0 0
Chief
Strategy
Officer
Chen, Piao-Fu 0 0 0
President Tsai, Chien-Sheng (1,800,000) 0 0 0
Executive
Vice
President
R&D Head
Chang, Wen-Hsien (3,400,000) 0 0 0
Accounting
Officer
Lin, Tzu-Hsuan (18,000) 0 0 0
Audit
Officer
Cheng, Chao-Ming 15,000 0 0 0

.

  • 72 -

3.8.2 Information of Shares Transferred:

Information on Transfer of Equity

Name Reason for
Transfer
Transaction
Date
Trading
Counterparts
The Relationship
between the
Counterparty and the
company's Director,
Supervisor, Manager,
or Shareholder with a
Stake of More Than 10
Percent
Shares Transactio
n Price
Chang, Wen-
Hsien
Offset an
establishment
2020/8/14 Yun Ding
Investment
Limited
Person in Charge 3,400,000 67.90

3.8.3 Information of Equity Pledged:

Information on Pledge of Equity

Name Reason for
Change in
Equity
Pledge
Date of
Change
Trading
Counterparts
The Relationship
between the
Counterparty and the
company's Director,
Supervisor, Manager,
or Shareholder with a
Stake of More Than 10
Percent
Shares Sharehol
ding
Ratio
Pledge
Ratio
Pledge
(Redemption)
Amount
Jhan Yu
Investmen
t Limited
Redeemed 2020/2/12 First
Commercial
Bank Wu-Ku
Branch
2,000,000 4.29% 74.54%
Jhan Yu
Investment
Limited

Pledged
2020/2/12 First
Commercial
Bank Wu-Ku
Branch
2,000,000 4.29% 74.54%
  • 73 -

3.9 Shareholders who hold the top ten shareholdings, who are related to each other or relatives within the relationship of spouse, second parent, etc.

Unit: shares;%; As of 2021/04/19 Unit: shares;%; As of 2021/04/19 Unit: shares;%; As of 2021/04/19 Unit: shares;%; As of 2021/04/19 Unit: shares;%; As of 2021/04/19 Unit: shares;%; As of 2021/04/19 Unit: shares;%; As of 2021/04/19 Unit: shares;%; As of 2021/04/19 Unit: shares;%; As of 2021/04/19
Name Shareholding Spouse & Minor Shareholding
by Nominee
Arrangement
The relationship between
any of the Company’s
TopTen Share holders
Remarks
Shares % Shares % Shares % Name Relation
Ji Teng
Investment
Limited
Rep.: Tsai,
Chien-Sheng
4,500,000
2,130
7.19%
0.00%
0
445,197
0%
0.71%
0
4,500,000
0%
7.19%
Heng
Sheng
Investment
Limited
Same as the
Chairperson
None
Yun Ding
Investment
Limited
4,050,000 6.47% 0 0% 0 0% None None
Rep.: Chang,
Wen-Hsien
117,309 0.19% 9,316 0.01% 4,050,000 6.47%
CTBC Bank is
entrusted with
the custody of
the investment
account of Jin
Zhi Limited
Rep.: Hsieh,
Xin-Yi
3,897,856
3,883,968
6.23%
6.21%
0
38,400
0%
0.06%
0
0
0%
0%
None None
Jhan Yu
Investment
Limited
The Chairperson
of the company
Jin Hong
Investment
Limited
Rep.: Chen,
Piao-Fu
3,600,000
222,682
5.75%
0.36%
0
336,476
0%
0.54%
0
3,600,000
0%
5.75%
Ghi Yang
Investment
Limited
Same as the
Chairperson
Chang Shun
Investment
Limited
Rep.: Chang,
Pei-Yang
2,705,932
0
4.33%
0%
0
0
0%
0%
0
0
0%
0%
None None
Jhan Yu
Investment
Limited
Rep.: Hsieh,
Xin-Yi
2,683,082
3,883,968
4.29%
6.21%
0
38,400
0%
0.06%
0
0
0%
0%
Hsieh, Xin-
Yi
Representative
person
Heng Sheng
Investment
Limited
Rep.: Tsai,
Chien-Sheng
2,263,956
2,130
3.62%
0.00%
0
445,197
0%
0.71%
0
4,500,000
0%
7.19%
Ji Teng
Investment
Limited
Same as the
Chairperson
CTBC Bank is
entrusted with
the custody of
the investment
account of Rui
Bo Lian
Limited
2,054,360 3.28% 0 0% 0 0% None None
Ghi Yang
Investment
Limited
1,880,621 3.01% 0 0% 0 0% Jin Hong
Investment
Limited
Same as the
Chairperson
  • 74 -
Name
Rep.: Chen,
Piao-Fu
Shareholding Shareholding Spouse & Minor Spouse & Minor Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
The relationship between
any of the Company’s
TopTen Share holders
The relationship between
any of the Company’s
TopTen Share holders
Remarks
Shares
222,682
%
0.36%
Shares
336,476
%
0.54%
Shares
3,600,000
%
5.75%
Name Relation

3.10 Long-Term Investment Ownershi

Unit: thousand shares; %; As of 2020/12/31

Long-Term Investment
(Note1)
Ownership by Pegatron Ownership by Pegatron Direct/Indirect Ownership by
Directors and Management
Direct/Indirect Ownership by
Directors and Management
Total Ownership Total Ownership
Shares % Shares % Shares %
SUN NICE LTD. (SAMOA) 34,468 100% 0 0% 34,468 100%
NISHOKU BOUEKI CO., LTD. 6,300 100% 0 0% 6,300 100%
SUN NICE LTD.(B.V.I) 0 0% 15,697 100% 15,697 100%
NISHOKU TECHNOLOGY
VIETNAM CO.,LTD.
(Note 2) 100% 0 0% (Note 2) 100%
SAME START LTD.
(ANGUILLA)
0 0% 0 100% 0 100%
NISHOKU HONG KONG HOLDING
LIMITED
0 0% 62,298 100% 62,298 100%
NISHOKU PLASTIC MOLD
(SHENZHEN)CO.,LTD.
0 0% (Note 2) 100% (Note 2) 100%
KUNSHAN NISHOKU PLASTIC
ELECTRONIC CO.,LTD.
0 0% (Note 2) 100% (Note 2) 100%

Note 1: Refers to the Company’s investments accounted for under equity method. Note 2: No shares issued.

  • 75 -

4. Capital and Shares

4.1 Capital and Shares

4.1.1 Type of Stock

As of the publication date of the annual report; unit: thousand shares; NT$ thousand

Year/
Month
Issue Price Authorized Capital Authorized Capital Paid-In Capital Paid-In Capital Remarks Remarks Remarks
Shares Amount Shares Amount Sources of Capital Capital
Increase by
Assets Other
than Cash
Others
May
1980
1,000 2.5 2,500 2.5 2,500 Founding capital None Note 1
Nov
1983
1,000 10 10,000 10 10,000 Cash Capital Increase -
NT$7,500 thousand
None Note 2
Jun
1988
1,000 20 20,000 20 20,000 Cash Capital Increase -
NT$10,000 thousand
None Note 3
Mar
2008
10 22,000 220,000 22,000 220,000 Cash Capital Increase -
NT$200,000 thousand
None Note 4
May
2008
20 100,000 1,000,000 32,000 320,000 Cash Capital Increase -
NT$100,000 thousand
None Note 5
Sep
2008
35 100,000 1,000,000 37,714 377,143 Cash Capital Increase -
NT$57,143 thousand
None Note 6
Dec
2008
40 100,000 1,000,000 54,214 542,143 Cash Capital Increase -
NT$165,000 thousand
None Note 7
Jan
2009
10 100,000 1,000,000 59,214 592,143 Capitalized earnings -
NT$50,000 thousand
None Note 8
May
2009
40 100,000 1,000,000 64,964 649,643 Cash Capital Increase -
NT$57,500 thousand
None Note 9
Jun
2009
45 100,000 1,000,000 70,964 709,643 Cash Capital Increase -
NT$60,000 thousand
None Note
10
Dec
2010
110 100,000 1,000,000 73,964 739,643 Cash Capital Increase -
NT$30,000 thousand
None Note
11
Oct
2011
55 150,000 1,500,000 81,164 811,643 Cash Capital Increase -
NT$72,000 thousand
None Note
12
Feb
2014
10 150,000 1,500,000 80,265 802,653 Cancellation of Treasury
Shares - NT$8,990
thousand
None Note
13
Aug
2016
10 150,000 1,500,000 79,303 793,033 Cancellation of Treasury
Shares - NT$9,620
thousand
None Note
14
Aug
2018
10 150,000 1,500,000 63,442 634,426 Cash Capital Increase -
NT$158,607 thousand
None Note
15
Nov
2018
10 150,000 1,500,000 62,296 622,962 Cancellation of Treasury
Shares - NT$11,464
thousand
None Note
16
  • 76 -
Nov
2020
10 150,000 1,500,000 62,446 624,462 Employee stock option
certificate conversion
shares 1,500 thousand
None Note
17
Mar
2021
10 45,000 450,000 62,491 624,912 Employee stock
warrants converted to
common shares NT$450
thousands
None Note
18

Note 1:Approved by Taiwan Provincial Government on May 20, 1980. Note 2:1983/11/10 Jin So Son Tzi No.246628

Note 3:1988/06/17 Jin So Son Tzi No.304680

Note 4:2007/07/20 Jin So Son Tzi No.09632459260 and 03/20/2008 Jin So Son Tzi No.09731903470 Note 5:2008/05/16 Jin So Son Tzi No.09732260590

Note 6:2008/09/23 Jin So Son Tzi No.09733121770 Note 7:2008/12/15 Jin So Son Tzi No.09701315730 Note 8:2009/01/14 Jin So Son Tzi No.09801004840 Note 9:2009/05/13 Jin So Son Tzi No.09801094360 Note 10:2009/06/04 Jin So Son Tzi No.09801111260 Note 11:2010/12/13 Jin So Son Tzi No.09901274890 Note 12:2011/10/17 Jin So Son Tzi No.10001239610 Note 13:2014/02/06 Jin So Son Tzi No.10301021820 Note 14:2016/08/10 Jin So Son Tzi No.10501189160 Note 15:2018/08/16 Jin So Son Tzi No.10701102870 Note 16:2018/11/27 Jin So Son Tzi No.10701145000 Note 17:2020/11/19 Jin So Son Tzi No.10901214520 Note 18:2021/03/23 Jin So Son Tzi No.11001047370

Units: share Units: share Units: share Units: share
Share Type Authorized Capital Remarks
Issued Shares (Note) Un-issued
Shares
Total Shares
Common Share 62,561,229 87,438,771 150,000,000 None

Note: The Company's stocks are publicly-traded. 70,000 Shares refer to employee stock option conversion but alternation registration has not been performed

4.1.2 Information for Shelf Registration: None

4.2 Composition of Shareholders

As of 2021/04/19; Units: share ; %

Shareholder
Structure
Amount
Government
Agencies
Financial
Institutions
Other
Juridical
Person
Foreign
Institutions
& Natural
Persons
Domestic
Natural
Persons
Treasure
shares
Total
Number of
Individuals
0
1

34
51 3,167 0
3,253
Number of Shares
Held
0
1,800,000
26,539,625 9,867,014 24,354,590 0 62,561,229
ShareholdingRatio 0.00% 2.88% 42.42% 15.77% 38.93% 0.00% 100.00%

Note: refers to the number of shares repurchased by the Company.

  • 77 -

4.3 Distribution of Shareholdings

4.3.1 Common Share As of 2021/04/19; Units: number of people ;share ; %

4.3.1 Common Share As of 2021/04/19;Units: num ber ofpeople;share;%
Class of Shareholding
(Unit :Share)
Number of
Shareholders
Shareholding
(Shares)
Percentage
1 ~ 999 733 210,930 0.34%
1,000 ~ 5,000 2,050 3,826,244 6.12%
5,001 ~ 10,000 200 1,496,238 2.39%
10,001 ~ 15,000 54 679,759 1.09%
15,001 ~ 20,000 61 1,103,094 1.76%
20,001 ~ 30,000 34 847,810 1.36%
30,001 ~ 50,000 34 1,393,978 2.23%
50,001 ~ 100,000 24 1,705,293 2.73%
100,001 ~ 200,000 23 3,005,534 4.80%
200,001 ~ 400,000 14 3,759,616 6.01%
400,001 ~ 600,000 8 4,071,773 6.50%
600,001 ~ 800,000 4 2,969,583 4.75%
800,001 ~ 1,000,000 1 956,294 1.53%
over 1,000,001 13 36,535,083 58.39%
Total 3,253 62,561,229 100.00%

4.3.2 Shareholding Distribution Status of Preferred Shares: None.

4.4 Register of Major Shareholders

As of 2021/04/19;Units: share;%
Shareholding
Shareholder's Name
Shares
Percentage
Ji TengInvestment Limited
4,500,000
7.19%
Yun DingInvestment Limited
4,050,000
6.47%
CTBC Bank is entrusted with the custody of the investment
account of Gold Telent Limited
3,897,856
6.23%
Hsieh,Xin-Yi
3,883,968
6.21%
Jin HongInvestment Limited
3,600,000
5.75%
ChangShun Investment Limited
2,705,932
4.33%
Jhan Yu Investment Limited
2,683,082
4.29%
HengShengInvestment Limited
2,263,956
3.62%
CTBC Bank is entrusted with the custody of the investment
account of Rambo Land Limited
2,054,360
3.28%
Ghi YangInvestment Limited
1,880,621
3.01%
As of 2021/04/19;Units: share;%
Shareholding
Shareholder's Name
Shares
Percentage
Ji TengInvestment Limited
4,500,000
7.19%
Yun DingInvestment Limited
4,050,000
6.47%
CTBC Bank is entrusted with the custody of the investment
account of Gold Telent Limited
3,897,856
6.23%
Hsieh,Xin-Yi
3,883,968
6.21%
Jin HongInvestment Limited
3,600,000
5.75%
ChangShun Investment Limited
2,705,932
4.33%
Jhan Yu Investment Limited
2,683,082
4.29%
HengShengInvestment Limited
2,263,956
3.62%
CTBC Bank is entrusted with the custody of the investment
account of Rambo Land Limited
2,054,360
3.28%
Ghi YangInvestment Limited
1,880,621
3.01%
As of 2021/04/19;Units: share;%
Shareholding
Shareholder's Name
Shares
Percentage
Ji TengInvestment Limited
4,500,000
7.19%
Yun DingInvestment Limited
4,050,000
6.47%
CTBC Bank is entrusted with the custody of the investment
account of Gold Telent Limited
3,897,856
6.23%
Hsieh,Xin-Yi
3,883,968
6.21%
Jin HongInvestment Limited
3,600,000
5.75%
ChangShun Investment Limited
2,705,932
4.33%
Jhan Yu Investment Limited
2,683,082
4.29%
HengShengInvestment Limited
2,263,956
3.62%
CTBC Bank is entrusted with the custody of the investment
account of Rambo Land Limited
2,054,360
3.28%
Ghi YangInvestment Limited
1,880,621
3.01%
Shareholding
Shareholder's Name
Shares Percentage
Ji TengInvestment Limited 4,500,000 7.19%
Yun DingInvestment Limited 4,050,000 6.47%
CTBC Bank is entrusted with the custody of the investment
account of Gold Telent Limited

3,897,856
6.23%
Hsieh,Xin-Yi 3,883,968 6.21%
Jin HongInvestment Limited 3,600,000 5.75%
ChangShun Investment Limited 2,705,932 4.33%
Jhan Yu Investment Limited 2,683,082 4.29%
HengShengInvestment Limited 2,263,956 3.62%
CTBC Bank is entrusted with the custody of the investment
account of Rambo Land Limited

2,054,360
3.28%
Ghi YangInvestment Limited 1,880,621 3.01%

Note: refers to top 10 shareholders of the Company

  • 78 -

4.5 Market Price, Net Worth, Earnings and Dividends Per Common Share

Unit: NT$, except for weighted average shares and return on investment ratios

Item Year Year Year 2019 2020 2021/01/01-
2021/04/30
Market
Price per
Share
Highest Market
Price
73.80 123 171.50
Lowest Market
Price
43.00 41 100.50
Average Market
Price
53.60 79.27 140.04
Net Worth
per Share
Before Distribution 63.30 71.38 74.45
After Distribution 59.30 (Note 2) NA
Earnings
per Share
Weighted Average
Shares
62,296 thousand
shares

62,296 thousand
shares
62,460 thousand
shares
Earnings
per Share
Before
Dividends
5.42 11.57 3.49
After
Dividends
5.42 (Note 2) NA
Dividends
per Share
Cash Dividends 4.00 10.00 NA
Stock
Dividen
d
Dividends from
Retained
Earnings
0 0 NA
Dividends from
CapitalSurplus
0 0 NA
Accumulated
Undistributed
Dividends
0 0 NA
Return on
Investment
(Note1)
Price / Earnings
Ratio
9.89 6.85 NA
Price / Dividend
Ratio
13.40 7.93 NA
Cash Dividend Yield
Rate
7.46% 12.62% NA

Note 1: (1) Price/Earnings Ratio = Average Closing Price for the Year / Earnings per Share. (2) Price/Dividend Ratio = Average Closing Price for the Year / Cash Dividends per Share

(3) Cash Dividend Yield = Cash Dividends per Share / Average Closing Price for the Year Note 2: cash dividends for 2020 earnings distribution are calculated as NT$10 per share.

Note 3: Net worth per share and earnings per share are filled in according to the consolidated financial report of Q1 2021 reviewed by the CPAs.

4.6 Dividend Policy and Execution Status

4.6.1 Dividend Policy Stipulated in the Company’s Articles of Incorporation

In case the Company has yearly profit, at least 1% shall be appropriated as staff reward and less than 5% as rewards for directors and supervisors. In case the company has accumulative losses (including adjusted unappropriated earnings), reserve shall be made as compensation. The employee remuneration mentioned in the preceding paragraph may be determined by shares or cash and its receiving parties must include its serving employees in accordance with the requirements established by the Board of Directors; the board and supervisor remuneration mentioned in the preceding paragraph may be determined only by cash. The preceding 2 items shall be resolved by the Board before execution. And the shareholders

  • 79 -

meeting shall be reported to.

The policy of cash dividends of the company is formed to match present and future development plan. In consideration of investing environment, demand of fund, competition at home and abroad, and interest of shareholders, every year at least 10% of distributable surplus for stock or cash dividends shall be appropriated as rewards for shareholders. However, when the annual distributable earnings have been all appropriated for stock and cash dividends for shareholders at less than NT$0.5 per share, the distributable surplus may be fully retained without any distribution. The distribution of surplus can be cash or stock dividends. Among the dividends, cash shall be at least 30% of total.

4.6.2 Dividend distribution resolved by this Board Meeting

Item NT$ per share Source
Cash dividend 10 Undistributed earnings
  • 4.6.3 Explanation shall be given if there were expected materials changes in the dividend policy:

There were no expected materials changes in the Company’s dividend policy, so there is not impact.

4.7 Impact to Business Performance and EPS resulting from Stock Dividend Distribution:

Not Applicable.

4.8 Compensation to Employees and Remuneration to Directors:

  • 4.8.1 Compensation to employees and remuneration to directors stipulated in the Company’s Articles of Incorporation :

In case the company has yearly profit, at least 1% shall be appropriated as staff reward and no more than 5% as rewards for directors and supervisors. However, the company’s accumulated losses shall first have been covered.

The preceding staff reward shall be paid by stock shares or cash dividends. The objects of payment shall consist of employees of controlling and affiliated company meeting certain criteria determined by the Board. The preceding rewards for directors and supervisors shall only be paid by cash dividends.

The preceding 2 items shall be resolved by the Board before execution. And the shareholders meeting shall be reported.

  • 4.8.2 Accounting treatment applied to the difference between actual and estimated compensation to employees and remuneration to directors:

Where there are still changes on the resolution day of Shareholders meeting, they shall be recognized as accounting estimate changes and will be accounted on the annual shareholders resolution day.

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  • 4.8.3 Approving status of remuneration distribution by the Board of Directors:

    1. Remuneration to employees and remuneration to directors, supervisors are distributed in cash or stocks. Any discrepancy between the annual recognized distributed amount and figure, the difference, reason and response should be disclosed:

      • The Company’s 2020 remuneration to employees was NT$30,000,000, and remuneration to directors and supervisors was NT$11,705,000; both were all distributed in the form of cash. There is no discrepancy of the amount of remuneration to employees, directors and supervisors mentioned above.
    2. Amount of stock distributed as employee remuneration and as a percentage to net income of parent company only or individual financial statements and aggregate remuneration to employees:

      • Not applicable because the Company did not distribute any employee remuneration in stocks.
  • 4.8.4 If there's any discrepancy between actual distribution (including the number of shares distributed, amount and stock price) and the recognized remuneration for employees, directors and supervisors for the previous year, please specify the discrepancy, cause, and how it is treated:

The Company's motion for 2019 earnings distribution was resolved and passed by the General Meeting of Shareholders held on June 16, 2020. Remuneration paid in cash to employees was NT$22,100 thousand and remuneration paid in cash to directors was NT$7,925 thousand. There is no discrepancy between the actual distribution and the recognized remuneration.

Unit: NTD

Unit: NTD
Distributions Actual distributions
resolved by the General
MeetingofShareholders
Proposed distributions
resolved by the Board
Meeting
Discrep Reason for
discrepancy
No. of
Shares
Amount No. of
Shares
Amount
Employee
remuneration in
cash
0 22,100,000 0 22,100,000 None None
Remuneration to
directors
0 7,925,000 0 7,925,000 None None

4.9 Buyback of Common Stock: None

4.10 Issuance of Corporate Bond: None

4.11 Preferred Shares (with stock option) : None

  • 81 -

4.12 Issuance of Global Depository Receipts : None

4.13 Employee Stocks Option

4.13.1 Employee stock options that have not yet expired shall be disclosed as of the publication

date of the annual report and there is no impact to the shareholders’ equity.

Employee Stock Options (ESO)

2021/4/30

2021/4/30 2021/4/30
The types of employee
subscription warrants
First ESO
Effective date July17,2017
Issuance date July28,2017
No. of units issued 600 units,each unit is 1,000 shares of ESO
No. of subscribable shares as a
percentage of total issued shares(%)
0.96%
Subscription period After 2 years, employees granted with ESO may
exercise their stock options rights.
Performance of contract Issuance of new stocks
Period and ratio (%) in which
subscription is restricted
ESO Grant Period
(accumulative)
After 2 years
After 3 years
After 4years
Stock Option Exercisable Ratio
50%
75%
100%
Number of shares obtained
through exercise of subscription rights
265,000
NT$ amount of shares subscribed 17,622,500
No. of shares that have not been
subscribed
335,000 shares
Subscription price per share of the
unsubscribed shares
NT$66.50(Note)
No. of unsubscribed shares as a
percentage of total issued shares(%)
0.5355%
Effect on the shareholders The stock options are executed in an installment of 4
years after 2 years of the issue date and the
shareholders’ equity is diluted year by year which poses
a limited dilutingeffect.

Note: due to the distribution of cash dividends and the cash reduction, the execution price for ESO was adjusted according to the ESO issuance measures.

  • 82 -

  • 4.13.2 As of the publication of the annual report, the names of managerial officers granted with employee stock options and the names of top ten employees by the number of shares subscribed under the employee stock options granted, the status of grant and share subscription:

2021/4/30; Unit: Thousand shares: NTD

Title Name Subscriba
ble shares
through
obtained
employee
share
warrants
No. of
subscribable
shares as a
percentage
(%) of total
issued shares
Subs cribed Unsubs cribed
No. of
shares
Subscription
price
Amount of
shares
subscribed
No. of
shares as
a
percentag
e (%) of
the total
issued
shares
No. of
shares
Subscription
price
Amount of
shares
subscribed
No. of
shares as
a
percentag
e (%) of
the total
issued
shares
Managerial Officer CFO
Accou
nting
Officer
Lin,
Tzu-
Husan
60 0.10% 15 66.5 997,500 0.03% 45 66.50 0 0.07%
Audit
Officer
Cheng,
Chao-
Ming
Employee Assistant
General
Manage
r


Hsu,
Guo-Fu
(Note)
380 0.61% 250 66.5 16,625,0
00
0.40% 130 66.50 0 0.21%
Assistant
General
Manage
r


Lin,
Ding-Yu
(Note)
Assistant
General
Manage
r


Huang,
Wan-Jun
(Note)
Senior
Manage
r
Su, Xian-
Zhang
Manager Chen,
Wei-
Zhong
Assistant
General
Manage
r


Li,
Ming-Li
Manager Li, Gao-
Mei
(Note)
Manager Chen,
Yao-Lin
Assistant
General


Li, Bei-
Ping
  • 83 -

==> picture [517 x 62] intentionally omitted <==

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

Manage
r
Guo,
Manager Ling-
Hua
----- End of picture text -----

==> picture [109 x 11] intentionally omitted <==

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

Note: left the Company.
----- End of picture text -----

4.14 Issuance of Employee Restricted Stocks : None

4.15 Status of New Shares Issuance in connection with Mergers and Acquisitions: None

4.16 Financing Plan and Implementation Rebecca: None

  • 84 -

5. Overview of Business Operation

5.1 Business Activities

5.1.1 Business Scope

5.1.1.1 Operating Scope

  • (1) CQ01010 Die Manufacturing.

  • (2) F106030 Wholesale of Die.

  • (3) F206030 Retail Sale of Die.

  • (4) C805990 Other Plastic Products Manufacturing.

  • (5) F401010 International Trade.

  • (6) ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

5.1.1.2 Breakdown of Sales by Major Products

Unit: NTD thousand

Unit: NTD thousand Unit: NTD thousand
Product
Category
Year 2019 2020 Firstquarter of 2021
Operating
Revenue
Amount
Proportion
(%)
Operating
Revenue
Amount
Proportion
(%)
Operating
Revenue
Amount
Proportion
(%)
Plastic
Components
3C Products 2,428,328 61.37% 2,809,676 58.43% 693,608 49.39%
Other 1,191,609 30.11% 1,623,403 33.76% 599,502 42.69%
Subtotal 3,619,937 91.48% 4,433,079 92.19% 1,293,110 92.08%
Die 335,732 8.48% 372,894 7.76% 111,064 7.91%
Other 1,475 0.04% 2,288 0.05% 117 0.01%
Total 3,957,144 100.00% 4,808,261 100.00% 1,404,291 100.00%

5.1.1.3 Product Lines

Our primary products include the design and development of precision plastic dies, and single and double injection components. The main application for plastic injection components include phone cases, MP3 cases, earphones and their parts, components for notebooks, household appliances parts, computer peripherals components, wearable bracelets, and existing light housings, dashboards, fan outlets, and grips in automotive fields.

5.1.1.4 Product Development

Our Company is a professional plant for designing and manufacturing dies as well as single and double injection plastic components injection with its primary products covering manufacturing different types of plastic components and assembly. With the accumulation of years of expertise and experience on injection, not only do we offer our customers professionalism in terms of plastics, techniques and skills to solve difficult

  • 85 -

issues encountered by the industry, we also offer our customers extended surface treatment processes including electroplating, printing, painting and ultrasonic fusion technology and assembly. Different hardening and spraying process technology of inserted injection and soft plastics are being used and our development of all process technologies have matured and are continuing to improve.

5.1.2 Industry Overview

5.1.2.1 Progress and Development of the Industry

(1) Die Industry

The die industry is categorized as a special industry with intensive technology and capital and at the same time high-added values. It is also a crucial basic tool in terms of mass production of various end products; it therefore is also known as the “Mother of Industry.” The development of the die industry not only improves the precision degree of industrial products, it also drives the overall progress of the entire manufacturing industry, accelerating the upgrading of industries. Consequently, the die industry is regarded as a paramount basic industry for flourishing manufacturing sectors. There are many types of die products with a wide range of applications, 75% of the rough-processed industrial product parts and 50% of finished parts are mostly shaped by dies and most plastic products are also molded by dies. As the basic industry of the national economy, dies are involved in industries such as machinery, automobiles, light industry, electronics, chemical industry, metallurgy, and building materials. Products from high-tech industries to people’s livelihood industries all use dies as basic tools for mass production. At the moment, of all downstream application industries, 3C related industries have the highest proportion in terms of applications, followed by the transportation tool industry. The total of both industries account for 70% of the overall applications. With regard to die types, the stamping and plastic molding are the main supplies for 3C related industries followed by the supplies for shell production of automobiles, motorbikes and die-casting mold; the downstream industries are mainly automobiles, motorbikes and forging dies for automobiles, motorbikes and bicycle industries. The Company is a manufacturer of plastic dies.

In 2020, the total output value of Taiwan’s dies amounted to T$47 billion, less 3.69% compared to 2019.

(2) Plastic Component Application Industry

Plastic injection products have a relatively wide range of applications which include: consumer electronics, medical equipment, automotive industry, information industry, etc. At the moment, industrial plastic products in the domestic market used in information process equipment account for approximately 1/4 of the overall applications; household electrical appliances, motors and other electrical appliances and audiovisual small household appliances each account for

  • 86 -

approximately 13% - 14%. However, the development of the plastic injection industry is closely related to manufacturers’ needs of plastic shells or plastic injection components. With the drive of 3C electronics industry needs, Taiwan’s production and sale of plastic products have been steadily growing year by year. The Company’s products are mainly information products such as parts for notebooks as well as automotive parts.

5.1.2.2 Correlation of the Upstream, Midstream, and Downstream of the Industry

Aside from the design and development of precision molds, we also engage in products with plastic injection components. Plastic injection components of upstream raw materials are high temperature resistant plastic raw materials including PP (polypropylene), ABS ((propylene-butadiene-styrene copolymer), PMMA (polymethyl methacrylate), PC (polycarbonate) and PU (Polyurethane). The raw material suppliers are mainly well-known domestic and foreign manufacturers and given by the long-term well-maintained supply relationship the Company has built with its suppliers over the years, the situation of material shortages is unlikely to happen. In addition, the application of the Company’s plastic components products is wide including information, communications, consumer electronics, household appliance industry, medical equipment and automotive components industry, etc. The connection between upstream and downstream industries is shown as follows:

Upstream Midstream Downstream

(Designing, Processing and

==> picture [422 x 119] intentionally omitted <==

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

(Raw materials) (Application Market)
Manufacturing )
1. Mold design and Computer industry
development Auto parts industry
Plastic materials
2. Plastic injection Consumer products
3. Surface treatment industry
4. Assembling Communication industry
Medical industry
Home appliance industry
----- End of picture text -----

5.1.2.3. Development Trends of Products and Competition Situation

  • (I) Trends of Product Development

A. Die Industry

In the face of the micro era, the life cycle of all types of products are getting shorter and shorter, especially in the 3C electronics industry. The die industry will therefore encounter the challenge of tight delivery and profit reduction. In

  • 87 -

order to response to such trend, sectors must use process automation to replace manual processing while at the same time using systems including CAD/CAM/ CAE(computer-aided drawing/ computer-aided processing/ computer-aided engineering) to reduce trial molds to further reach the precision required by the development of molds. In addition, due to the fact that molds are being produced by orders, it is therefore unlikely to be mass-produced on an economic scale; the sales for mold production is mostly regional, hence the reason for the establishment of overseas subsidiaries or joint ventures by mold manufacturers as a means to deploy business globally. As a result, the original die industry that only dominates regionally may transfer into a global industry. With the mold industry moving towards internationally, only by early deployment globally may domestic manufacturers seize the first business opportunity.

Molds are products that are customized which cannot be mass-produced and they require close cooperation and coordination with customers in order to perform design adjustments. Consequently, the industry focused mainly on sales of domestic customers or for their own use then it would move onto the neighboring countries which limited sales. Nevertheless, as a means to reduce inventory, decrease production costs and quickly respond to market demands, many downstream information manufacturers of mold industry have adopted the production and sales strategy of global operation. In order to meet customer requirements in the market, mold manufacturers have also established overseas subsidiaries or joint ventures to accompany their customers to conduct a global deployment so as to face and respond to the challenges encountered in various locations.

B. Plastic Component Application Industry

Along with the continuous improvement of digital technology and manufacturing technology, communications, information and consumer electronics products have gradually been integrated into a 3C industry. While at the same time products are developing into a trend which allows them to be lighter, thinner, shorter, smaller, and the exterior design is appealing to the eye. With the constant introduction of new products, it has prompted rapid replacement of products. Hence, it is no doubt that the future development of industry will focus on automated production equipment, rapid production, highquality products and diversification. Judging from the inevitable development trend of high-tech productions moving towards lighter, shorter and smaller of the global electronics, information and communication, requirements for precision components have also somewhat increased. The manufacturing technology and surface treatment application of precision components have become the goal for all manufacturers to proactively research and develop.

  • 88 -

(II) Competition Situation of Products

The Company is a production manufacturer for design and development of professional precision dies and precision plastic injection components. The Company's main competitors include Coxon Group, TaiHan Precision Technology Co., Ltd., Ways Technical Corp., Ltd. and Megaforce Company with main competitions such as die development and various plastic injection components. Many mold manufacturers and plastic injection plants perform lower-level production with simple machinery and equipment. Nevertheless, the Company’s advantages can be summarized as follows:

  • A. High degree of vertical integration - it can effectively connect the supply chain to provide products needed by customers at one time in order to increase the market share while making a stop for the entering of new manufacturers, adding more virtual barriers for competitors to enter the market.

  • B. Effectively grasping the key technology capabilities of new products by participating in projects and joint development discussion with end customers at the beginning stage of a product development; providing customers diversified services so as to effectively shorten the production cycle and reduce production costs.

  • C. Adopting automated production and double injection machines which have been regarded as a leading advantage in the industry. When faced with price competition, regardless of cost or quality, the Company poses the benefit of economic scale which is unlikely to be replaced by new manufacturers in the short and medium period of time.

5.1.3 Research and Development

  • 5.1.3.1 Research and Development Expense in Recent Year

Unit: NTD thousand

Year
Item
2019 2020 First quarter of 2021
R&D expenses 112,711 87,074 25,106
Net operatingincome 3,957,144 4,808,261 1,404,291
R&D expenses to net
revenue ratio
2.85% 1.81% 1.79%
  • 5.1.3.2 Research and Development Accomplishments in the Recent Year

  • (1) As a means to increase added values to plastic components, the Company keeps on investing in surface treatment technologies, which include heat transfer printing, printing, coating, engraving, heat stacking and NCVM and has successfully developed insert molding process inserted injection.

  • 89 -

(2) Patents acquired by the Company in the past 5 years:

Year Specific R&D Result Country- Patent Approval Number
2014 Electronic watch body structure and
production method of its watch bands.
Taiwan - I423000
2017 Fixture structure in integrated silicon
steel sheet
Taiwan - M543164
2017 Fixture structure in integrated silicon
steel sheet
Mainland - ZL 2017 2 0139556.8
2017 Fixture structure in integrated silicon
steel sheet
The U.S. - Approved, pending
patent approval number.
2019 Fixture structure in integrated silicon
steel sheet
The U.S. - 10317185 - Acquired on
June 11,2019.
  • 5.1.4 Long Term and Short Term Business Development Plans

  • 5.1.4.1 Short-term plans

    • (1) Deepen the layout of diversified products and proactively extend popular products in terms of automotive and information products.

    • (2) Accelerate the expansion of the Vietnamese market development and production scale to achieve synergy in the production economy.

    • (3) Seek strategic partners in connection to business and technology improvement, deepening and widening corporate core competitiveness.

    • (4) Accelerate the development of automation and replacement of electronics to improve efficiency and streamline manpower.

    • (5) Build standard and modeled designs and carryout process improvement, increasing production efficiency.

    • (6) Continue to invest in R&D funds, and recruit and cultivate professional R&D personnel as a means to develop key technologies and new products, constructing a strong R&D team.

    • (7) Deepen cultivation of compound process and develop automotive exterior decorative parts and manufacturing process.

  • 5.1.4.2 Long-term plans

    • (1) Proactively develop new market applications, expand product width, and maintain the market competitiveness.

    • (2) Become strategic alliance with industry’s key technology manufacturers to carry out technical cooperation so as to accelerate new applications between the combination of plastic material development and other products.

    • (3) Strengthen the technical position of key components for new products in the market, increasing the market share and competitiveness.

    • (4) Emphasize product profitability; products with low margins will not be produced; insist on making products that are different.

    • (5) Operation model is high-end technologies and know-how oriented in terms of R&D and marketing.

  • 90 -

  • (6) Establish a plant that contains consistent, automatic and comprehensive manufacturing processes; ensure stable quality via strict and inclusive process management.

  • (7) Continue to expand global product lines and sales regions to reduce the operational risk of excessively concentrated product development.

5.2 Market and Sales Overview

5.2.1 Market Analysis

5.2.1.1 Sales (Service) Regions

Unit: NTD thousand;% Unit: NTD thousand;% Unit: NTD thousand;% Unit: NTD thousand;% Unit: NTD thousand;% Unit: NTD thousand;%
Item Year 2019 2020 Firstquarter of 2021
Sales
Amount
To revenue
ratio
Sales
Amount
To revenue
ratio
Sales
Amount
To revenue
ratio
Export
Sales

North
America
1,797,250 45.42% 1,608,676 33.46% 349,729 24.90%

Europe
1,303,473 32.94% 2,668,964 55.51% 956,003 68.08%
Asia 811,357 20.50% 502,679 10.45% 90,380 6.44%
Subtotal 3,912,080 98.86% 4,780,319 99.42% 1,396,112 99.42%
Domestic Sales 45,064 1.14% 27,942 0.58% 8,179 0.58%
Total 3,957,144 100.00% 4,808,261 100.00% 1,404,291 100.00%

5.2.1.2 Market Share

The Company has been focusing on the production of mold design and development and plastic components which is highly recognized in the industry. The Company has diversified products to meet market requirements. Our products are being widely used on components for notebooks, computer-related components, phone cases, MP3 cases, earphones and their parts, household appliances parts, wearable bracelets, existing light housings, dashboards, fan outlets, and grips in automotive fields. The Company’s total turnover of 2020 amounted to NT$4,808,261 thousand, of which the main income from plastic injection components amounted to approximately NT$4,435,367 thousand; operating amount for molds accounted for approximately NT$372,894 thousand. The final products of plastic injection components are considerably different, hence there is no complete and objective analysis for market shares provided for reference.

5.2.1.3 Market Demand, Supply, and Growth

Given that the Company’s main products are plastic components for IT products and accessories for the interior of automotive as the main product lines, the situation of the supply and demand is affected according to changes of end product sales and product life cycles.

The Display Research Division under TrendForce indicated that due to the positive impact of the home economic effect associated with the COVID-19 pandemic, the global notebook output volume in 2020 exceeded 200 million units for the first time in the history, and the annual growth rate also reached the record high of 22.5%. However, in

  • 91 -

comparison with the production resumption of OEM manufacturers in Q2 of last year, the notebook demand is increasing. In addition, as the global pandemic shows no signs of mitigation, all countries have continuously to implement border restriction and city lockout, consequently, it is hard to determine the market trend for the second half of 2021. Presently, the notebook output volume is estimated to reach 217 million units with an annual growth of 8.6%. It shall be noted that due to the remote education, the demand for Chromebook continues to increase, and its contribution to the notebook computer becomes significant. In 2020, Chromebook accounted for 14.8% of the total notebook output volume worldwide, and the ratio of its output over the total notebook output volume is expected to increase to 18.5% in 2021.

In 2020, a lot of enterprises worldwide announced the implementation of remote office, and the model of remote office has become the new common working style nowadays. In addition, some of the enterprises will continue to implement home office working model to September of this year. To increase the video conference quality and to satisfy the working and personal entertainment needs of users, notebook computer brand manufacturers are focusing on the AI, lens, audio effect and background noise technologies based on the fundamental of commercial notebooks in order to achieve improve of video conference quality. In addition, HP, Dell and Lenovo also focus on the business opportunities of the application fields and have launched new medium and high end hybrid commercial notebook models. It is expected that the first half of 2021 will be the peak time for the demands of such type of products, and the overall notebook computer output volume for the first half of the year will be driven to increase significantly.

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==> picture [303 x 16] intentionally omitted <==

==> picture [296 x 164] intentionally omitted <==

  • 92 -

Looking towards 2021

For the new living style associated with the pandemic, in addition to hybrid type of commercial notebooks, Chromebook is also a market that the brand manufacturers are eager to increase the market share. Despite that the output volume of Chromebook in 2020 reached 29.6 million units with an annual growth reaching 74%, nonetheless, a lot of the education markets have not been satisfied completely. In addition, countries in Central and Southern America and Asia-Pacific regions are also catching up the trend, such that the overall demand is expected to reach the peak. Presently, TrendForce estimates that the output volume of Chromebook in 2021 is estimated to reach more than 40 million units with an annual growth of approximately 40%. In addition, under the active planning of Google, the whole-year output volume may also be adjusted higher than the estimation.

In terms of the operating system, presently, for the present main notebook computer operating system of Windows, due to the rising of the Chromebook in 2020, the market share of Windows was lower than 80% for the first time in 2020. In addition, Windows also indicates a continuous declining trend, and its market share may not rebound in a short period of time. TrendForce predicts that in the future, the market share of Windows will maintain at approximately 70-75%, the market share of operating system of Chrome will be between 15-20%, and MacOS will be below 10%.

In terms of the processors of notebook computers, the processors of AMD) Zen+ architecture officially launched in 2019 has a market share of approximately 11.4%. Since 2020, with the start of expansion of market development, its market share reached 20.1%, and its Ryzen3000 series has also been widely accepted in the medium and low end of notebook computer markets. Accordingly, the brand manufacturers have also started to use AMD processors on Chromebook, such that its market share indicates significant growth.

Apple officially launched Apple Silicon M1 of ARM architecture in November 2020, and its market share in the first year was only 0.8%. The main reason for its use of the ARM architecture is to optimize the performance of Macbook. In addition, with the launch of Apple Silicon M1, Apple has also completed the integration of hardware, software and terminal service. It is expected that after the Q2, 2021, 14” and 16” Macbook Pro will both use Apple’s own processors, and the market share will increase significantly to approximately 7%. In addition, with the 2% market share of AMD, meaning that Intel will need to adopt corresponding plans and solutions in terms of its processor product strategy in order to overcome such severe competition and market pressure.

Furthermore, in 2020, the automobile market was affected by the COVID-19 pandemic, and the sales volume was expected to decline to 78 million cars, with an annual decline of 13.8%. Looking into the year of 2021, the impact of the pandemic still exists, and the global market enters the post-pandemic era with the new living style and

  • 93 -

economic activities. If the measures of city lockouts and home restrictive orders, etc. will be ceased, the automobile market is expected to recover gently, and the overall expected output volume will reach 83.5 million cars, with an annual growth of 7%.

The uncertainty associated with COVD-19 pandemic is high, and a large scale of recovery of the automobile market may not be achieved easily; nevertheless, the new energy automobile market sales is picking up and it is expected to reach a two-digit growth rate in 2021. For autonomous cars, the self-driving function under the international regulations will also be made available, serving as active dynamics to the slow market.

==> picture [323 x 216] intentionally omitted <==

5.2.1.4 Competitive Advantages

The analysis of various competitive niche points is as follows:

(1) Consistent Production Process with High-Integration

Effectively grasping the key technology capabilities of new products by participating in projects and joint development discussion with end customers at the beginning stage of a product development; providing customers diversified services so as to effectively shorten the production cycle and reduce production costs.

(2) Production Scales and Best Equipment in the Industry

The high-speed precision mold processing equipment made in Switzerland and the development of design software have been introduced to greatly improve process precision and efficiency which satisfies the needs of customers in terms of product quality improvement and development time shortening. Industry-leading in the number of double injection equipment. Operating procedures including R&D design, mold making or production are carried out in the plant of the Company to improve production efficiency and reduce the production costs while at the same time satisfying the vast demand of customers. The Company has mold manufacturing plants and plastic molding

  • 94 -

plants in China, Taiwan and Hanoi, Vietnam. The Company also has crucial technical resources for plastic molding and R&D capabilities for molds which enable the completion of mold development and plastic injection production in the shortest time possible. In addition, since 2015, automation of the production process has been implemented gradually. Through product combination adjustment and acceleration of process automation, in addition to the significant reduction of manpower, the gross profit is also increased relatively.

  • (3) R&D technology leading others of the same industry; the Company is able to effectively manufacture products that are lighter and slimmer. With the already succeeded double injection combination of silicone and plastic, the Company is proactively developing new markets hoping to bring the double injection technology into products in the new field while being recognized by internationally known manufactures.

  • (4) Leading Others of the Same Industry with the Deployment in China and Vietnam markets

The Company’s production bases are located in Taiwan, China and Vietnam. These 3 locations have substantial production scales and rapid capacity scheduling flexibility. Nearby customers are quickly served with the geographic advantage, offering highquality and high-efficient supplying services. This robust production resource has also become the Company’s vital competitive advantage for receiving OEM orders from large internationally known manufacturers.

5.2.1.5 Advantages, Disadvantages and its Responsive Strategies Advantages

(1) Favorable Factors

  • A. Outstanding Technology Development and Manufacturing Process Innovation Capability

Since the establishment, the Company has been investing in double injection composite molding technology, therefore, the Company has the crucial technology to double injection plastic molding and precision mold design and development, and has successfully entered the supply chain systems such as Japanese, American and domestic well-known manufacturers. It is evident that the Company's R&D technology and product quality have reached international standards. Furthermore, the Company is persistent with investment of process improvement. The semi automated machine is used for process production with the leading process technology developed by our R&D team. The production time and work procedures are greatly reduced, improving production yield while reducing production costs.

  • B. Wide Range of Product End-Use Applications - A Promising Future is to be Expected

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Plastic injection molding products can be applied to many daily necessities, including communications, information, electronics industry, home multimedia, medical, automotive, household appliances and office equipment. With a wide range of applications, not only management costs can be reduced, potential business opportunities can also be discovered to distribute management risks of market development for single products. In light of the consistent product growth in the application market, the demand of plastic injection molded products also continues to increase. Mold manufacturing and plastic injection molding sectors still have substantial growing room.

  • C. Consistent Manufacturing Process - Reaching Effective Production Scales with High Efficiency

The Company has adopted the “consistent” production method which means that all operations can be done within the plant from having joint discussions with end customers in the early stage of R&D to the precision of surface treatment technology, coating and assembly, reaching the goal of time control and the maintenance of quality. As a means to serve customers close-by to obtain more OEM business and reduce production costs, the Company has established production bases in China and Hanoi, Vietnam, so as to provide customers the most comprehensive and timely services.

  • (2) Unfavorable Factors and Corresponding Measures

  • A. The life-cycle of products shortens

Corresponding Measures:

Due to the quick replacement of consumer electronic products and new products forever being launched, the product life-cycle is becoming shorter and shorter. For the past few years, the Company has been proactively developing businesses in terms of fields such as information products and automotive products, gradually achieving synergies of product economic scale.

  • B. Lowering of Product Price

Corresponding Measures:

  • (A) Research and develop the possibility of new technology and the use of new manufacturing processes. Continue to invest in the R&D of new products as a means

  • to improve product quality while at the same time providing products that are integrated and have high added values, allowing them to increase competitiveness.

  • (B) Expand production capabilities and increase yield to reach production economic scale that lowers the production costs of units.

  • 96 -

  • C. Constant New Competitors

Corresponding Measures:

  • (A) Build strategic partnership with customers to maintain long-term yet stable cooperation.

  • (B) Self-develop technologies and apply for product patent rights to hold a competitive advantage.

  • (C) Keep a close eye on development trends in the market; develop customized products to meet customers’ needs, further improving their satisfaction.

D. Rise of Labor Cost

Corresponding Measures:

  • (A) Aside from the continuous introduction of automated production equipment with high-precision, reasonable working hours will also be facilitated to reduce the dependence on labor and at the same time reducing production costs.

  • (B) Improve personnel’s skills through adequate training.

5.2.2 Application of Major Products

1. Important Purposes of Primary Products

Products Product Purpose
Die Including plastic parts such as: phone cases, MP3 cases, earphones and their
parts, notebook components, household appliances parts, computer
peripherals components, existing light housings, dashboards, central control
panels,fan outlets andgrips in automotive fields.
Plastic
Components

2. Manufacturing Process of Primary Products

The semi automated manufacturing process technology developed by the Company only requires one manufacturing process to complete production. The Company has more production efficiency compared with the production technology with others of the same industry.

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Die
Raw Injection Spraying
Printing Assembling
material Molding
Sputtering
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Shipments
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5.2.3 Supply of Major Material

The Company’s primary raw materials are billet steel and plastic particles such as PC (polycarbonate), ABS (acrylonitrile, butadiene and styrene), TPU (thermoplastic polyurethane). The raw material suppliers are mostly domestic and overseas well-known manufacturers that provide stable and quality supply. Meanwhile, not only the Company keeps a close eye on the market situation in order to stabilize the purchase price for key raw materials but also creates long-term strategic cooperation with manufacturers.

5.2.4 The names of the suppliers who have accounted for more than 10% of the total purchase (sales) amount in any of the previous 2 years, and the amount and proportion of the purchase (sales) amount, and explain the reasons for such increase or decrease:

  1. The names of the suppliers who have accounted for more than 10% of the total purchase amount in any of the previous 2 years, and the amount and proportion of the purchase amount, and explain the reasons for such increase or decrease:
2019 2019 2019 2019 2020 2020 2020 2020 Q1, 2021 Q1, 2021 Q1, 2021 Q1, 2021
Item Ratio to net Name Amount Ratio to net
annual
purchase(%)
Relation to
the issuer
Name Amount Ratio to net purchase as
of the first quarter of the
currentyear(%)
Relation to
the issuer
Relation to
Name Amount annual
purchase(%) the issuer
1 Company A 222,526 13 None Company A 77,843 14 None
2 Others 1,471,820 87 Others 466,850 86
Others 1,440,148 100 None
Net 100 Net
purchase
amount
1,694,346 100 Net
purchase
amount
544,693 100
purchase 1,440,148
amount
  1. The names of the suppliers who have accounted for more than 10% of the total sales amount in any of the previous 2 years, and the amount and proportion of the sales amount, and explain the reasons for such increase or decrease:

Unit: NTD thousand

Unit: NTD thousand Unit: NTD thousand Unit: NTD thousand Unit: NTD thousand
2020 2020 First quarter of 2021
Item Name Amount Ratio to net
annual sales
(%)
Relation
to the
issuer
Name Amount Ratio to net
annual sales
(%)
Relation
to the
issuer
Name Amount Ratio to net sales
as of the first
quarter of the
currentyear(%)
Relation
to the
issuer
1 Customer B 1,077,350 27.23 None Customer B 1,920,512 39.94 None Customer B 683,083 48.64 None
2 Other 2,879,794 72.77 - Other 2,887,749 60.06 - Other 721,208 51.36 -
Net sales 3,957,144 100.00 - Net sales 4,808,261 100.00 - Net sales 1,404,291 100.00 -

There have been no significant changes to customers accounting for 10% or more of the

net sales amount in the past 2 years. Aside from strengthening the existing customer base, the Company will proactively expand and develop all types of different applications in the future by using its outstanding double injection mold technology and molding R&D capabilities to further continue developing new customer groups to increase the market share.

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5.2.5 Production/Sales Quantities and Value over the Past Two Years

Unit: set; thousand pieces; NT$ thousand

Unit: set; Unit: set; Unit: set; thousandpieces;NT$thousand thousandpieces;NT$thousand thousandpieces;NT$thousand
Year
Production
Volume/Value
PrimaryProducts
2019 2020
Production
Capacity
Production
Volume
Production
Value
Production
Capacity
Production
Volume
Production
Value
Die (Note 1) 546 270,380 (Note 1) 469 296,746
Plastic Components (Note 1) 335,664 3,113,067 (Note 1) 379,749 3,300,697
Total (Note 1) (Note 2) 3,383,447 (Note 1) (Note 2) 3,597,443

Note 1: The Company’s mold-opening equipment is put into use according to the situation of orders and there are many different types of equipment. Products of plastic components are mostly nonstandard products with various types, so the complex of each manufacturing process is different. Product capacity therefore was unable to be counted.

Note 2: Due to different unit measurements used, the total is not applicable.

5.2.6 Sales Quantities and Value of the Last Two Years

Unit: set;thousandpieces;NT$ thousand Unit: set;thousandpieces;NT$ thousand Unit: set;thousandpieces;NT$ thousand Unit: set;thousandpieces;NT$ thousand Unit: set;thousandpieces;NT$ thousand Unit: set;thousandpieces;NT$ thousand Unit: set;thousandpieces;NT$ thousand Unit: set;thousandpieces;NT$ thousand Unit: set;thousandpieces;NT$ thousand
Year
Sales Quantity
and Value
PrimaryProducts
2019 2020
Domestic Sales Export Sales Domestic Sales Export Sales
Quantity Value Quantity Value Quantity Value Quantity Value
Die 11 4,380 608 331,352 5 1,735 531 371,159
Plastic
Components
5,020 40,587 334,807 3,579,350 2,857 25,319 369,361 4,407,760
Other
(Note 1)
23 97 1,378 93 888 10 1,400
Total (Note 1) 45,064 (Note 1) 3,912,080 (Note 1) 27,942 (Note 1) 4,780,319

Note 1: Due to different unit measurements used, the total is not applicable.

5.3 Status of Employees

2021/4/30 Unit: Persons

Year 2019
December 31, 2019
2020 During 2021 until the
printing date of the
annual report on April
30, 2021
December 31, 2020
Number of
Employees
Number of
Managerial
Officers
52 66 77
General Staff 1,119 746 957
Direct
Employees
1,747 2,178 2,064
Total 2,918 2,990 3,098
Average age 36.29 38.10 36
Average Years of
Service
5.34 6.28 5.69
Academic
qualification (%)
Ph.D. 0.00% 0.00% 0.00%
Master's
Degree
1.62% 1.77% 1.93%
Bachelor's
Degree
22.27% 18.13% 19.68%
High School 25.82% 35.52% 44.14%
Less than High
School
50.29% 44.76% 34.25%
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5.4 Expenditure on Environmental Protection

As of the printing date of the annual report, the losses caused from environmental pollution (including compensation and an environmental audit outcome that resulted in a violation of the environmental laws and regulations - the date of penalty, penalty reference, the violation of provision, the content of the violation, penalty content). The current and future possible estimated amount and countermeasures shall also be disclosed. If it cannot be reasonably estimated, facts of the reason shall be given: None.

5.5 Employee Relations

5.5.1 Employee’s Welfare and Benefit

5.5.1.1 Employee welfare and benefit

Aside from following the Labor Standards Act and other applicable acts and regulations, the Company has established the Staff Welfare Committee with a welfare fund set aside each month. Representatives are selected by both sides of the labor and the management to be in charge of matters in connection to employee welfare so as to reach the goal of a harmonious working environment as well as bringing all employees together. Welfare provided by the Company and the Welfare Committee:

  • (1) The purchase of labor insurance, National Health Insurance and Group Insurance.

  • (2) Periodic health examinations.

  • (3) Employee canteen, providing meals for employees

  • (4) Allowance for employee marriages, childbirths, three major festivals and birthdays.

  • (5) Funeral and hospital subsidies

  • (6) Free car and motorbike parking spaces for colleagues.

  • (7) Periodical employee trips

  • (8) Year-end parties and lucky draws

5.5.1.2 Training program

“People are the Company’s valuable assets” - In order to improve employees’ knowledge and skills, we have planned a training and development system as well as the Educational Training Promotion Committee to ensure training needs and annual training plans. By continuous innovation and improvement, educational training is able to meet the organizational needs. At Nishoku, we improve employees’ professional skills and core competitiveness through providing them comprehensive training and further education channels and while cultivating professionals and corporate management talents.

2020 employees’ further education training system and its actual execution

  • 100 -

Unit: NTD

Unit: NTD
Item Total number of
people
Total hours Total expenses
1. New recruit
training
7 21 0
2. Professional job
skills training
253 524 129,950
Total 260 545 129,950

5.5.1.3 Retirement system

The Company has established the Employee Retirement Management Measures in accordance with provisions stipulated in the Labor Standards Act and Labor Pension Act. The Measures regulate the retirement terms for employees and pension distribution standard as a means to implement the retirement system and at the same time looking after our employees after they retire. In accordance with the regulations stipulated in the “Labor Retirement Reserve Fund and Management Measures” published by Ministry of the Interior, a certain ratio of retirement reserve fund is allocated on a monthly basis from employees’ salaries and wages to be deposited into Bank of Taiwan for safekeeping; or according to the provisions of the labor retirement pension system, no less than 6% of the monthly salaries and wages of employees shall be allocated to be deposited into employees’ labor pension account; recently, group annuity insurance and retirement award fund have been planned to achieve the goal of providing our employees with a retirement long-term plan that is more diverse and comprehensive.

5.5.1.4 Employee rights

The Company keeps a harmonious labor-management relationship. Employees may communicate with the Company through labor-management meetings regarding issues of the various system and working environment so as to maintain healthy interaction between the labor and management. In addition, the Company’s Staff Welfare Committee is responsible for matters in relation to the welfare of employees and organizes various events from time to time so as to reach the goal of a harmonious working environment as well as bringing all employees together.

5.5.1.5 Employees Code of Conduct: To regulate employees conduct and ethics

The Company’s “Regulations of Professional Ethics and Conducts” have been promulgated as a means to regulate professional conduct and ethics of all employees; it has been disclosed on the Company’s website/Investor Relations/Governance/Organizational Operations Regulations. The Company’s website: http://www.nishoku.com.tw/Investor/Investor/Company.

  • 101 -

  • 5.5.2 Any current or potential loss resulting from labor disputes and prevention actions for the past year and as of the date of this annual report.

  • As of now, the Company has never had a single incident relating to labor-management disputes. Labor and management maintain a harmonious relationship. There has not been any dispute between the labor and management or losses due to a dispute.

  • Possible current and future measures:

    • (1) Thoroughly comply with labor acts and regulations and strengthen welfare facilities.

    • (2) Establish a labor-management communication channel and complaint channel that are open and straightforward.

    • (3) Establish an operating management system for all employees.

  • Amount of possible current and future losses:

The Company adheres to its management policy of being harmonious and honest. If there are no other changes from the outside world, the labor-management relationship should be normal and harmonious. There is no occurrence of money loss.

5.5.3 Work environment and personal safety protection

As a means to protect the safety of employees, we insure labor and health insurance for all our employees. We also provide group insurance and business travel insurance and carry out periodical employee health examinations in accordance with acts and regulations. Company associates also enjoy health examinations specifically for associates to ensure the health of all employees.

We also have public accident liability insurance covered on working places such as the Company and the plant. Public safety equipment checks of buildings and fire equipment are reported to the competent authority in accordance with acts and regulations. The Company also selects employees who have obtained fire management personnel qualification certificate to maintain the safety of fire equipment in the workplace.

In order to prevent occupational accidents and protect the safety and health of employees, the Company has established the “Labor Safety And Health Code” required by the Occupational Safety and Health Act and applicable acts and regulations. Safety and health management personnel and first-aid personnel for Labors have also been set up in accordance with laws. A safety and health educational training is organized on an annual basis.

Given the importance of protection measures for workplace and personal safety, the Company carries out related educational training on an unscheduled basis. The “Safety and Health Education for Labors” educational training is performed on employees containing

  • 102 -

courses such as: general safety and health educational training, how to enhance awareness of safety, fire safety and hygiene, occupational health promotion and how to prevent sexual harassment in the workplace. Learning evaluation is also carried out in the process of educational training to ensure the correctness of the learning direction of employees while at the same time confirming the implementation of the working environment and personal safety.

5.6 Important Contracts

Sales contract, technical cooperation contracts, engineering contracts, long term loans contracts and other significant contracts that are active or ending within a year which are sufficient to affect the interests of shareholders as of the end of the printing date of the annual report: None.

  • 103 -

6. Financial Information

6.1 Five-Year Financial Summary

6.1.1 Condensed Balance Sheet

6.1.1.1 Condensed Consolidated Balance Sheet

Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
Year
Item
Five-Year Financial Summary (Note1) Financial
Data for the
Current
Fiscal Year
up to March
31,2021
2016 2017 2018 2019 2020
Current assets 5,950,497 6,153,279 5,509,564 5,907,592 5,744,344 5,931,560
Property, plant and
equipment
1,417,562 1,495,836 1,649,355 1,531,841 1,444,529 1,415,832
Intangible assets 0
0

0

0
0 0
Other assets 144,970
227,955

203,418

341,488
219,109 1,423,008
Total assets 7,513,029 7,877,070 7,362,337 7,780,921 8,617,493 8,770,400
Current
liabilities
Before
Distribution
1,450,015 1,628,203 1,815,798 1,972,949 2,276,408 2,157,752
After
Distribution
2,084,440 2,104,021 2,002,687 2,222,134 (註2) (註2)
Non-current liabilities 1,279,648 1,805,569 1,618,969 1,864,512 1,883,839 1,960,105
Total
liabilities
Before
Distribution
2,729,663 3,433,772 3,434,767 3,837,461 4,160,247 4,117,857
After
Distribution
3,364,088 3,909,590 3,621,656 4,086,646 (註2) (註2)
Equity 4,783,366 4,443,298 3,927,570 3,943,460 4,457,246 4,652,543
Share capital 793,033
793,033

622,962

622,962
624,462 624,912
Capital surplus 1,363,943 1,207,154
955,989

959,124
968,882 971,608
Retained
earnings
Before
Distribution
793,033 2,624,819 2,548,458 2,699,191 3,171,368 3,389,247
After
Distribution
1,363,943 2,386,910 2,361,569 2,450,006 (註2) (註2)
Other equity interest (38,354) (181,708) (199,839) (337,817) (310,459) (337,879)
Treasury stock 0 0
0

0

0
0
Non-controlling
interests
0
0

0

0

0
0
Total
Equity
Before
Distribution
4,783,366 4,443,298 3,927,570 3,943,460 4,457,246 4,652,543
After
Distribution
4,148,941 3,967,480 3,740,681 3,694,275 (註2) (註2)

Note 1: All financial information of the financial statement has been certified or reviewed by the CPAs. Note 2: 2020 earnings distribution has not yet been passed by the General Meeting of Shareholders, it is therefore not stated.

  • 104 -

6.1.1.2 Condensed Individual Balance Sheet

Unit: NTD thousand

Year
Item
Year
Item
Five-Year Financial Summary (Note1) Five-Year Financial Summary (Note1) Five-Year Financial Summary (Note1) Five-Year Financial Summary (Note1) Five-Year Financial Summary (Note1) Financial
Data for the
Current
Fiscal Year
up to March
31, 2021
(Note 3)
2016 2017 2018 2020
2019
Current assets 295,716
994,306

338,831

902,723
1,112,673 NA
Property, plant and
equipment
343,782
335,972

322,537

307,741
299,596
Intangible assets 0
0

0

0
0
Other assets 5,893,325 5,593,215 5,775,073 5,467,698 6,012,812
Total assets 6,532,823 6,923,493 6,436,441 6,678,162 7,425,081
Current
liabilities
Before
Distribution
470,496
674,718

840,574

823,726
1,115,870
After
Distribution
1,104,921 1,150,536 1,027,463 1,072,911 (Note 2)
Non-current liabilities 1,278,961 1,805,477 1,668,297 1,910,976 1,851,965
Total
liabilities
Before
Distribution
1,749,457 2,480,195 2,508,871 2,734,702 2,967,835
After
Distribution
2,383,882 2,956,013 2,695,760 2,983,887 (Note 2)
Equity 4,783,366 4,443,298 3,927,570 3,943,460 4,457,246
Share capital 793,033
793,033

622,962

622,962
624,462
Capital surplus 1,363,943 1,207,154
955,989

959,124
968,882
Retained
earnings
Before
Distribution
2,664,744 2,624,819 2,548,458 2,699,191 3,171,368
After
Distribution
2,188,925 2,386,910 2,361,569 2,450,006 (Note 2)
Other equity interest (38,354) (181,708) (199,839) (337,817) (310,459)
Treasury stock 0 0
0

0

0
Non-controlling
interests
0
0

0

0

0
Total
Equity
Before
Distribution
4,783,366 4,443,298 3,927,570 3,943,460 4,457,246
After
Distribution
4,148,941 3,967,480 3,740,681 3,694,275 (Note 2)

Note 1: All financial information of the financial statement has been certified or reviewed by the CPAs. Note 2: 2020 earnings distribution has not yet been passed by the General Meeting of Shareholders, it is therefore not stated.

Note 3: Consolidated financial report of Q1 2021 was prepared using the IFRSs, it is therefore not applicable.

  • 105 -

6.1.1.3 Condensed Consolidated Statement of Comprehensive Income

Unit: NTD thousand

Year
Item
Five-Year Financial Summary (Note1) Five-Year Financial Summary (Note1) Five-Year Financial Summary (Note1) Five-Year Financial Summary (Note1) Five-Year Financial Summary (Note1) Financial Data
for the Current
Fiscal Year up
to March 31,
2021
2016 2017 2018 2019 2020
Operating revenues 4,136,945 4,019,508 4,218,842 3,957,144 4,808,261 1,404,291
Gross profit 1,077,301
994,040

797,817

878,713
1,539,880 431,098
Results from
operatingactivities
617,897
596,916

318,255

379,003
1,069,052 309,575
Non-operating income
and expenses
147,359
(98,358)
141,736
45,548
(194,495) 34,236
Profit before tax 765,256
498,558

459,991

424,551
874,557 343,811
Profit (loss) from
continuingoperations
602,076
435,894

241,752

337,622
721,362 217,879
Profit (loss) from
discontinued operations
0
0

0

0
0 0
Profit 602,076
435,894

241,752

337,622
721,362 217,879
Other comprehensive
income(after tax)
(309,993) (143,354) (18,131) (137,978) 27,358 (27,420)
Comprehensive
income
292,083
292,540

223,621

199,644
748,720 190,459
Profit (loss), attributable to
owners ofparent
602,076
435,894

241,752

337,622
721,362 217,879
Profit (loss), attributable to
non-controllinginterests
0
0

0

0
0 0
Comprehensive income,
attributable to owners of
parent
292,083
292,540

223,621

199,644
748,720 190,459
Comprehensive income,
attributable to non-
controllinginterests
0
0

0

0
0 0
Basic earnings per share 7.59
5.50

3.35

5.42
11.57 3.49

Note 1: All financial information of the financial statement has been certified or reviewed by the CPAs.

  • 106 -

6.1.1.4 Condensed Individual Statement of Comprehensive Income

Unit: NTD thousand

Year
Item
Five-Year Financial Summary (Note) Five-Year Financial Summary (Note) Five-Year Financial Summary (Note) Five-Year Financial Summary (Note) Five-Year Financial Summary (Note) Financial Data
for the Current
Fiscal Year up
to March 31,
2021(Note 2)
2016 2017 2018 2019 2020
Operating revenues 444,529 414,126 374,609
309,312
869,200 Not applicable
Gross profit 135,089 111,804 104,085
77,171
235,329
Results from
operatingactivities
(8,984) (78) (13,838) (39,945) 94,557
Non-operating income
and expenses
719,627 449,796 423,741
454,652
689,983
Profit before tax 710,643 449,718 409,903
414,707
784,540
Profit (loss) from
continuingoperations
602,076 435,894 241,752
337,622
721,362
Profit (loss) from
discontinued operations
0 0 0
0
0
Profit 602,076 435,894 241,752
337,622
721,362
Other comprehensive
income(after tax)
(309,993) (143,354) (18,131) (137,978) 27,358
Comprehensive
income
292,083 292,540 223,621
199,644
748,720
Profit (loss), attributable to
owners ofparent
0 0 0 0 0
Profit (loss), attributable to
non-controllinginterests
0 0 0 0 0
Comprehensive income,
attributable to owners of
parent
0 0 0 0 0
Comprehensive income,
attributable to non-
controllinginterests
0 0 0 0 0
Basic earnings per share 7.59 5.50 3.35 5.42
11.57

Note 1: All financial information of the financial statement has been certified by the CPAs.

Note 2: Consolidated financial report of Q1 2021 was prepared using the IFRSs, it is therefore not applicable. 6.1.3 Auditing by CPA from 2015 to 2019

Year CPA Firm CPA's Name AuditingOpinion
2016 KPMG Cheng-Chien Chen、
Huang,Yong-Hua
Unqualified
2017 KPMG Cheng-Chien Chen、
Huang,Yong-Hua
Unqualified
2018 KPMG Cheng-Chien Chen、
Huang,Yong-Hua
Unqualified
2019 KPMG Cheng-Chien Chen、
Sheng-He Yu
Unqualified
2020 KPMG Cheng-Chien Chen,
Chu,Yao-Jun
Unqualified
  • 107 -

6.2 Five-Year Financial Analysis

6.2.1 Consolidated Financial Analysis

Item Year Five-Year Financial Analysis (Note1) Five-Year Financial Analysis (Note1) Five-Year Financial Analysis (Note1) Five-Year Financial Analysis (Note1) Five-Year Financial Analysis (Note1) Financial Data
for the Current
Fiscal Year up
to March 31,
2021
2016 2017 2018 2019 2020
Capital
structure
(%)
Debt ratio 36.33
43.59

46.65

49.32
48.28 46.95
Ratio of long-term capital to
property, plant and
equipment
427.71
417.75

336.29

379.15
438.97 467.05
Solvency Current ratio(%) 410.37
377.92

303.42

299.43
252.34 274.90
Quick ratio(%) 380.95
345.46

274.34

274.28
227.87 248.82
Times interest earned 51.62
29.64

19.10

16.98
42.75 68.71
Operating
ability
Accounts receivable
turnover(Times)
2.81
2.88

3.13

2.88
2.99 3.30
Average collectionperiod 129.89
126.74

116.61

126.74
122.07 110.61
Inventoryturnover(Times) 7.37
6.84

6.98

6.32
6.54 7.38
Accounts payable turnover
(Times)
5.71
5.47

5.86

5.11
4.65 4.94
Average days in sales 49.52
53.36

52.29

57.75
55.81 49.45
Property, plant, and
equipment turnover(Times)
2.73
2.76

2.68

2.49
3.23 3.92
Total assets turnover
(Times)
0.55
0.52

0.55

0.52
0.59 0.64
Profitabili
ty
Return on total assets(%) 8.20
5.85

3.44

4.74
9.00 10.21
Return on stockholders'
equity (%)
12.55
9.45

5.78

8.58
17.17 19.13
Pretax profit to paid-in
capital(%)
96.50
62.87

73.84

68.15
140.05 55.02
Netprofit margin(%) 14.55
10.84

5.73

8.53
15.00 15.52
Basic earningsper share($) 7.59
5.50

3.35

5.42
11.57 3.49
Cash flow Cash flow ratio(%) 75.69
18.21

54.52

28.23
23.57 23.55
Cash flow adequacy ratio
(%)
143.27
88.68

88.38

108.42
111.96 106.97
Cash reinvestment ratio(%) 8.35
(3.49)
5.53
3.89
2.86 4.94
Leverage Operatingleverage 1.42
1.39

1.80

1.82
1.26 1.20

Financial leverage
1.03
1.03

1.09

1.08
1.02 1.02

Note 1: The financial information of each year has been reviewed and certified by the CPAs; financial information of Q1 2021 has been reviewed by the CPAs.

Please explain the reasons for the changes in the financial ratios over the last two years: (significant current variations reaching 20% or more)

variations reaching20% or more)
項目 變動比率 變動原因
Times interest earned 152% Mainly due to the significant increase in the revenue and
profit of investees in 2020
Property, plant, and equipment
turnover(Times)
30%
Return on total assets(%) 90%
Return on stockholders' equity (%) 100%
Pretaxprofit topaid-in capital(%) 106%
Netprofit margin(%) 76%
  • 108 -
Basic earningsper share($) 114%
Operatingleverage -31%
Cash reinvestment ratio (%) -27% Mainly due to the acquisition of financial assets at
amortised cost in 2020, which caused a large increase in
other non-current assets

6.2.2 Individual Financial Analysis

Item Year Five-Year Financial Analysis (Note1) Five-Year Financial Analysis (Note1) Five-Year Financial Analysis (Note1) Five-Year Financial Analysis (Note1) Five-Year Financial Analysis (Note1) Financial Data
for the Current
Fiscal Year up
to March 31,
2020(Note 2)
2016 2017 2018 2019 2020
Capital
structure
(%)
Debt ratio 26.78
35.82

38.98

40.95
39.97 Not applicable
Ratio of long-term capital to
property, plant and
equipment
1,763.42 1,859.91 1,734.95 1,902.39 2,105.91
Solvency Current ratio(%) 62.85
147.37

40.31

109.59
99.71
Quick ratio(%) 60.85
145.72

38.74
107.90 95.28
Times interest earned
(Times)
61.51
33.01

22.13

25.25
48.12
Operating
ability
Accounts receivable
turnover(Times)
4.22
4.26

2.95

3.32
4.30
Average collectionperiod 86.42
85.60

123.91

109.94
84.94
Inventoryturnover(Times) 35.78
43.24

34.93

27.36
25.30
Accounts payable turnover
(Times)
24.66
17.95

18.15

18.17
6.33
Average days in sales 10.20
8.44

10.45

13.34
14.43
Property, plant, and
equipment turnover(Times)
1.26
1.22

1.14

0.98
2.86
Total assets turnover
(Times)
0.07
0.06

0.06

0.05
0.12
Profitabili
ty
Return on total assets(%) 9.34
6.65

3.85

5.36
10.42
Return on stockholders'
equity (%)
12.55
9.45

5.78

8.58
17.17
Pretax profit to paid-in
capital(%)
89.61
56.71

65.80

66.57
125.63
Netprofit margin(%) 135.44
105.26

64.53

109.15
82.99
Basic earningsper share($) 7.59
5.50

3.35

5.42
11.57
Cash flow Cash flow ratio(%) 38.37
75.64

25.31

3.26
(21.39)
Cash flow adequacy ratio
(%)
47.45 55.80
52.90
50.50 36.87
Cash reinvestment ratio(%) (2.24) (1.98) (4.67) (2.73) (9.46)
Leverage Operatingleverage (0.97) (199.99) (0.11) 0.56 1.60

Financial leverage
0.43
0.01

0.42

0.70
1.21

Note 1: The financial information of each year has been reviewed and certified by the CPAs Note 2: Consolidated financial report of Q1 2021 was prepared using the IFRSs, it is therefore not applicable.

Please explain the reasons for the changes in the financial ratios over the last two years: (significant current variations reaching 20% or more)

  • 109 -
Item Variation
ratio
Variation reason
Times interest earned 91% Mainly due to the significant increase in the
revenue and profit of investees in 2020, such that
the net income of theparent companyincreased
Accounts receivable turnover
(Times)
29% Mainly due to the significant increase of revenue
in 2020, such that the accounts receivable turnover
increased and average collection days decreased
Average collectionperiod -23%
Accounts payable turnover
(Times)
-65% Mainly due to the significant increase of the
revenue in 2020, and the raw materials required
for purchase also greatly increased
correspondingly
Property, plant, and equipment
turnover(Times)
192% Mainly due to the significant increase of the
revenue of theCompanyin 2020
Total assets turnover(Times) 161% Mainly due to the significant increase in the
revenue and profit of investees in 2020, such that
the net income of the parent company increased
Return on total assets(%) 94%
Return on stockholders' equity
(%)
100%
Pretax profit to paid-in capital
(%)
89%
Netprofit margin(%) -24%
Basic earningsper share($) 114%
Cash flow ratio(%) -756% Mainly due to the relatively greater amount of
inward remittance of profits from overseas
subsidiaries 2020 such that greater amount of tax
payment was made.
Cash flow adequacyratio(%) -27%
Cash reinvestment ratio (%) 247%
Operatingleverage 183% Mainly due to the significant increase of the profit
of the Company in 2020
Financial leverage 73%

6.2.3 The formula of financial analysis (IFRS)

  1. Capital Structure

(1) Debt ratio = Total liability / Total assets

(2) Ratio of long-term capital to property, plant and equipment = (Net shareholders’ equity + Longterm liability) / Net property, plant and equipment

  1. Solvency

(1) Current ratio: Current assets / current liability

(2) Quick ratio = (Current assets – Inventory – Prepaid expense) / current liability

(3) Times interest earned = Net income before tax and interest expense / Interest expense of the year

  1. Operating ability

(1) Account receivable turnover (including accounts receivable and notes receivable derived from business operations) = Net sales / Average accounts receivable (including accounts receivable and notes receivable derived from business operation)

(2) Days sales in accounts receivable = 365 / Account receivable turnover

(3) Inventory turnover = Cost of goods sold / Average inventory amount

(4)Account payable turnover (including accounts payable and notes payable derived from business operation) =Cost of goods sold / Average accounts payable (including accounts payable and notes payable derived from business operation)

(5) Average days in sales = 365 / Inventory turnover

  • 110 -

(6) Fixed assets turnover = Net sales / Net fixed assets

(7) Total assets turnover = Net sales / Total assets

  1. Profitability

(1) Return on assets = (Net income (loss) + interest expense x (1-tax rate)) / Average total assets

(2) Return on shareholders’ equity = Net income (loss) / Net average shareholders’ equity

(3) Profit ratio = Net income (loss) / Net sales

(4) Basic earnings per share = (Net income – preferred stock dividend) / Weighted average stock shares issued

  1. Cash flow

(1) Cash flow ratio = Bet cash flow from operating activity / Current liability

(2) Cash flow adequacy ratio = Net cash flow from operating activity in the past 5 years / (Capital expenditure +

Inventory interest + Cash dividend) in the past 5 years

(3) Cash reinvestment ratio = (Net cash flow from operating activity – Cash dividend) / (Fixed assets + Long term investment + Other assets + Working capital)

  1. Balance

(1) Degree of operating leverage = (Net operating income – Variable operating cost and expense) / Net operating income

(2) Degree of financial leverage = Net operating income / (Net operating income – interest expense)

  • 111 -

6.3 Audit Committee’s Report in the Most Recent Year

Audit Committee’s Review Report

Date: April 28,2021

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 the Company’s Individual and Consolidated Financial Statements and has issued an unqualified opinion by CPAs Cheng-Chien Chen and Sheng-He Yu. The aforementioned Business Report, Financial Statements, and proposal for allocation of earnings have been reviewed and determined to be correct and accurate by the Audit Committee members of the Company. According to relevant requirements of the Securities and Article 14-4 Exchange Act and the Article 219 of Company Act., we hereby submit this report.

Sincerely,

The 2021 Annual Meeting of Shareholders

Nishoku Technology Inc.

Chairman of Audit Committee:

Chan, Chin-Hung

  • 112 -

Stock Code:3679

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Consolidated Financial Statements

With Independent AuditorsReport For the Years Ended December 31, 2020 and 2019

Address: No.36, Ln.11 ,Huacheng Rd., Xinzhuang Dist., New Taipei City, Taiwan Telephone: 886-2-29983578

113

Representation Letter

The entities that are required to be included in the combined financial statements of NISHOKU TECHNOLOGY INC. as of and for the year ended December 31, 2020 under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with International Financial Reporting Standards No. 10 by the Financial Supervisory Commission, "Consolidated Financial Statements." In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, NISHOKU TECHNOLOGY INC. and Subsidiaries do not prepare a separate set of combined financial statements.

Company name: NISHOKU TECHNOLOGY INC. Chairman: B. F. Chen Date: February 26, 2021

Independent AuditorsReport

To the Board of Directors of Nishoku Technology Inc.:

Opinion

We have audited the consolidated financial statements of Nishoku Technology Inc. and its subsidiaries (“the Group ”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, the consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2020 and 2019, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee ( “ IFRIC ” ) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matters for the Group’s financial statements are stated as follows:

  1. Impairment of accounts receivable

Please refer to Note 4(g) “Financial instruments”Note 5(a) “Significant accounting assumptions and judgments, and major sources of estimation uncertainty” of the consolidated financial statements.

Description of key audit matter:

The Group engages in business primarily with clients which are involved in the manufacture of mold and electronic parts with credit term, which make the Group vulnerable to credit risk. The default of the client may lead to impairment loss of the receivables. The assessment of impairment loss involves subjective judgments of the management, which is the major source of estimation uncertainty. Therefore, this whole matter needed to be taken into serious consideration.

How the matter was addressed in our audit:

Our principal audit procedures included: assessing whether the Group’s impairment of accounts receivable has been set aside in accordance with the Group’s policy, including inquiring from the management if they had identified the debtors who have financial difficulties ; selecting a moderate number of samples from the account aging statements to ensure the accuracy of the statements, and understanding the reason on overdue accounts; assessing the uncollectable accounts receivable for the approriateness of impairment assessment of accounts receivable; assessing the appropriateness and adequacy for doubtful accounts made by the management based on the subsequent collection of accounts receivable.

2. Impairment of inventory

Please refer to Note 4(h) “Inventory”, Note 5(b) “Significant accounting assumptions and judgments, and major sources of estimation uncertainty” of the consolidated financial statements.

Description of key audit matter:

Evaluation of inventory is one of the key judgmental areas for our audit, the Group is primarily involved in the design, manufacture, and sale of mold and electronic parts. As different series or models of electronic products are rapidly being replaced by new ones, it may impact the inventory of the older ones to be slow-moving, or worse yet, stagnant; thus, may result the cost of inventory to be higher than the net realized value. The assessment of impairment loss requires subjective judgments of the management, which is the major source of estimation uncertainty. Therefore, this whole matter needed to be taken into serious consideration.

How the matter was addressed in our audit:

Our principal audit procedures included: understanding the inventories valuation policies of the Group; inspecting whether those policies are applied; examine the accuracy of the aging of inventories by sampling and analyse the changes of the aging of inventories by comparison; retroactively inspecting the reasonability for allowance provided on inventory valuation in the past and compare it to the current year to ensure that the measurements and assumptions are reasonable; sampling the inventories sold in the subsequent period to assess whether the allowance for inventories are reasonable.

Other Matter

The Nishoku Technology Inc. has additionally prepared its parent-company-only financial statements as of and for the years ended December 31, 2020 and 2019, on which we have issued an unmodified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

’ Those charged with governance (including the Audit Committee) are responsible for overseeing the Group s financial reporting process.

Auditors Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

117

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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

The engagement partners on the audit resulting in this independent auditors’ report are Cheng-Chien Chen and Sheng-Ho Yu.

KPMG

Taipei, Taiwan (Republic of China) February 26, 2021

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

The independent auditors’ audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and consolidated financial statements, the Chinese version shall prevail.

(English Translation of Consolidated Financial Statements Originally Issued in Chinese.) NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Assets
Current assets:
1100
Cash and cash equivalents (note 6(a))
1110
Current financial assets at fair value through profit or loss (note 6(b))
1170
Notes and accounts receivables, net (note 6(c))
130X
Inventories (note 6(d))
1470
Other current assets
1476
Other current financial assets (note 8)

Non-current assets:
1511
Non-current financial assets at fair value through profit or loss (note 6(b))
1535
Non-current financial assets at amortised cost (note 6(e))
1600
Property, plant and equipment (note 6(f))
1755
Right-of-use assets (note 6(g))
1840
Deferred income tax assets (note 6(m))
1915
Prepayments for equipment
1985
Long-term prepaid rents
1990
Other non-current assets
December 31, 2020
Amount
%
$ 2,626,650
30
665,743
8
1,817,252
21
523,074
6
54,105
1
57,520
1
December 31, 2019
Amount
%

3,539,799
46

449,429
6

1,395,940
18

475,628
6

35,229 -
11,567
-
5,744,344
67
5,907,592
76

126,439
1
1,124,961
13
1,444,529
17
69,737
1
21,792 -
8,503 -
66,518
1
10,670
-


-
-

-
-

1,531,841
20

134,970
2

96,553
1

15,555 -

70,173
1
24,237
-
2,873,149
33
1,873,329
24
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (note 6(h))
2111
Short-term notes and bills payable (note 6(i))
2170
Accounts payable
2280
Current lease liabilities (note 6(k))
2300
Other current liabilities

Non-Current liabilities:
2540
Long-term borrowings (note 6(j))
2570
Deferred tax liabilities (note 6(m))
2580
Non-current lease liabilities (note 6(k))

Total liabilities
Equity attributable to owners of parent (note 6(n)):
3110
Ordinary share
3140
Advance receipts for share capital
3200
Capital surplus
Retained earnings:
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings

3400
Other equity interest
Total equity
December 31, 2020 December 31, 2020 December 31, 2020
Amount % Amount


2,276,408
26
1,972,949
25


1,200,000
14
1,000,000
13
652,948
8
788,926
10
30,891
-
75,586
1


1,883,839
22
1,864,512
24


4,160,247
48
3,837,461
49


624,462
7
622,962
8


2,993
-
-
-

968,882
11
959,124
12


538,129
7
504,367
6
337,817
4
199,839
3
2,295,422
27
1,994,985
26


3,171,368
38
2,699,191
35


(310,459)
(4)
(337,817)
(4)




4,457,246
52
3,943,460
51

$ 8,617,493 100 7,780,921 100

Total assets

$ 8,617,493 100 7,780,921 100

Total liabilities and equity

See accompanying notes to consolidated financial statements.

(English Translation of Consolidated Financial Statements Originally Issued in Chinese.) NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars , Except Earnings Per Share)

4110
Operating revenues (note 6(q))
4170
Less: Sales returns and allowances
Net Operating revenues
5000
Operating costs (notes 6(d), (g), (l) and 12)
Gross profit from operations
6000
Operating expenses:(notes 6(c), (g), (l), (o), (r) and 12)
6100
Selling expenses
6200
Administrative expenses
6300
Research and development expenses
6450
Expected credit loss (gain)
Net operating income
Non-operating income and expenses:
7010
Other income (note 6(s))
7020
Other gains and losses, net (note 6(t))
7050
Finance costs, net
Total non-operating income and expenses
7900
Profit before tax
7950
Less: Income tax expenses (note 6(m))
Profit
8300
Other comprehensive income (loss):
8360
Item that may be reclassified subsequently to profit or loss
8361
Exchange differences on translation of foreign operations
8399
Income tax related to components of other comprehensive income
that will be reclassified to profit or loss (note 6(m))
8300
Other comprehensive income (after tax)
8500
Total comprehensive income
Profit, attributable to:
8610
Profit, attributable to owners of parent
Comprehensive income attributable to:
8710
Comprehensive income, attributable to owners of parent
9750
Basic earnings per share (NT dollars) (note 6(p))
9850
Diluted earnings per share (NT dollars) (note 6(p))
2020 %

102
2
2019 %

102
2
Amount
$ 4,883,877
75,616
Amount

4,026,762
69,618

4,808,261
3,268,381

100
68


3,957,144
3,078,431

100
78

1,539,880
32
878,713
22

56,007
327,149
87,074
598

1

7

2
-


77,584

310,153

112,711
(738)

2

8

3
-
470,828 10
499,710
13

1,069,052
22
379,003
9

81,677
(255,224)
(20,948)

2

(5)
-


104,711

(32,593)
(26,570)

3

(1)
(1)

(194,495)
(3)
45,548

1

874,557
153,195


19
3


424,551
86,929

10
2

721,362
16
337,622
8

34,198
(6,840)

1
-


(172,472)
34,494

(4)
1

27,358
1
(137,978)
(3)

$
748,720
17
199,644

5

$
721,362
16
337,622
8

$
748,720
17
199,644
5

$
11.57 5.42
$ 11.51 5.39

See accompanying notes to consolidated financial statements.

(English Translation of Consolidated Financial Statements Originally Issued in Chinese.) NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Equity attributable to owners of parent

Balance at January 1, 2019
Profit for the year ended December 31, 2019
Other comprehensive income for the year ended December 31, 2019
Total comprehensive income for the year ended December 31, 2019
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve appropriated
Cash dividends of ordinary share
Stock option compensation cost
Balance at December 31, 2019
Profit for the year ended December 31, 2020
Other comprehensive income for the year ended December 31, 2020
Total comprehensive income for the year ended December 31, 2020
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve appropriated
Cash dividends of ordinary share
Stock option compensation cost
Issuance of shares exercise of employee stock option
Balance at December 31, 2020
Share capital Share capital Capital surplus Retained earnings Retained earnings Total other
equity interest
Total equity
attributable to
owners of
parent

Total equity
Ordinary
shares
Advance
receipts for
share capital
Legal reserve Special reserve
$ 622,962
-
955,989
480,192
181,708
1,886,558
(199,839)
3,927,570
3,927,570

-
-
-
-







-
-
-
337,622
-
337,622
337,622
-
-
-
-
(137,978)
(137,978)
(137,978)
-
-



-
-
-
337,622
(137,978)
199,644
199,644
-
-
-
-
-
-
-
-




-
24,175
-
(24,175)
-
-
-
-
-
18,131
(18,131)
-
-
-
-
-
-
(186,889)
-
(186,889)
(186,889)
3,135
-
-
-
-
3,135
3,135
622,962
-
-
-
-
-



959,124
504,367
199,839
1,994,985
(337,817)
3,943,460
3,943,460
-
-
-
721,362
-
721,362
721,362
-
-
-
-
27,358
27,358
27,358
-
-



-
-
-
721,362
27,358
748,720
748,720




-
-
-
33,762
-
(33,762)
-
-
-
-
-
-
-
137,978
(137,978)
-
-
-
-
-
-
-
-
(249,185)
-
(249,185)
(249,185)
-
-
1,283
-
-
-
-
1,283
1,283
1,500
2,993
8,475
-
-
-
-
12,968
12,968





$
624,462
2,993
968,882
538,129
337,817
2,295,422
(310,459)
4,457,246
4,457,246

See accompanying notes to consolidated financial statements.

(English Translation of Consolidated Financial Statements Originally Issued in Chinese.) NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:
Profit before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation and amortization expense
Expected credit loss (gain)
Interest expense
Interest income
Stock option compensation cost
Net gain on financial assets at fair value through profit or loss
Loss on disposal (reversal of) of property, plant and equipment
Recognition losses (reversal of provision) on inventory valuation and obsolescence
Others
Total adjustments to reconcile profit
Changes in operating assets and liabilities:
Changes in operating assets:
Financial assets at fair value through profit and loss
Notes and accounts receivables
Inventories
Other current assets and financial assets
Changes in operating liabilities:
Notes and accounts payables
Other current liabilities
Total adjustments
Cash inflow generated from operations
Interest received
Interest paid
Income taxes paid
Net cash flows from operating activities
Cash flows from (used in) investing activities:
Acquisition of financial assets at amortised cost
Acquisition of financial assets at fair value through profit or loss
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease (increase) in refundable deposits
Increase in other financial assets
Net cash flows used in investing activities
Cash flows from (used in) financing activities:
Increase in short-term borrowings
Increase (decrease) in short-term notes and bills payable
Proceeds from long-term borrowings
Increase in guarantee deposits received and others
Payments of lease liabilities
Cash dividends paid
Exercise of employee share options
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
2020
$ 874,557
277,032
598
20,948
(63,921)
1,283
(3,584)
(3,653)
2,648
1,336
2019

424,551

311,196

(738)

26,570

(87,477)

3,135

(1,464)

1,570

(4,189)
-

232,687
248,603

(215,535)
(421,910)
(50,094)
(8,381)


(184,075)

(46,528)

27,081
5,663

(695,920)

(197,859)

196,050
70,622


3,075
32,252

266,672

35,327

(196,561)

86,071

677,996
65,891
(20,922)
(186,451)


510,622

85,466

(25,329)
(13,893)

536,514

556,866

(1,181,921)
(123,633)
(103,953)
9,138
10,391
(2,274)


-

-

(160,627)

5,781

(1,011)
(4,626)

(1,392,252)

(160,483)

164,130
(150,000)
200,000
146
(57,064)
(249,185)
12,968


19,070

50,000

100,000

414

(56,497)

(186,889)
-

(79,005)
(73,902)

21,594
(913,149)
3,539,799


(125,725)

196,756
3,343,043

$
2,626,650

3,539,799

See accompanying notes to consolidated financial statements.

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

(1) Company history

NISHOKU TECHNOLOGY INC. (the “Company”) was incorporated in year 1980, as a company limited by shares and registered under the Ministry of Economic Affairs, ROC. The Company conducted an IPO on the Taiwan Stock Exchange (TWSE) on October 5, 2011. The Company and its subsidiaries (together referred to as the “Group” and individually as “Group entities”) primarily are involved in the manufacture and sale of plastic injection mold, tooling manufacturing and general import and export Trade, please refer to note 14.

(2) Approval date and procedures of the consolidated financial statements:

These consolidated financial statements were authorized for issue by the board of directors on February 26, 2021.

(3) New standards, amendments and interpretations adopted:

  • (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. (“FSC”) which have already been adopted.

The Group has initially adopted the following new amendments, which do not have a significant impact on its consolidated financial statements, from January 1, 2020:

  • Amendments to IFRS 3 “Definition of a Business”

  • Amendments to IFRS 9, IAS39 and IFRS7 “Interest Rate Benchmark Reform”

  • Amendments to IAS 1 and IAS 8 “Definition of Material”

  • Amendments to IFRS 16 “COVID-19-Related Rent Concessions”

  • (b) The impact of IFRS issued by the FSC but not yet effective

The Group assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2021, would not have a significant impact on its consolidated financial statements:

  • Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9”

  • Amendments to IFRS 9, IAS39, IFRS7, IFRS 4 and IFRS 16 “Interest Rate Benchmark Reform - ” Phase 2

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC

The Group does not expect the following new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its consolidated financial statements:

  • Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture”

  • IFRS 17 “ Insurance Contracts” and amendments to IFRS 17 “ Insurance Contracts”

  • Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”

  • “ - ”

  • ● Amendments to IAS 16 Property, Plant and Equipmentt Proceeds before Intended Use

  • “ - ”

  • ● Amendments to IAS 37 Onerous Contracts Cost of Fulfilling a Contract

  • Annual Improvements to IFRS Standards 2018-2020

  • Amendments to IFRS 3 “Reference to the Conceptual Framework”

(4) Summary of significant accounting policies:

The significant accounting policies presented in the consolidated financial statements are summarized below. Except for those specifically indicated, the following accounting policies are applied consistently throughout the periods presented in the consolidated financial statements.

(a) Statement of compliance

These consolidated financial statements have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter, referred to as “the Regulations”) and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations endorsed and issued into effect by the Financial Supervisory Commission, R.O.C..

(b) Basis of preparation

  • (i) Basis of measurement

Except for the financial instruments at fair value through profit or loss are measured at fair value, the consolidated financial statements have been prepared on a historical cost basis.

  • (ii) Functional and presentation currency

The functional currency of each Group entity is determined based on the primary economic environment in which the entity operates. The consolidated financial statements are presented in New Taiwan dollars, which is the Company’ s functional currency. All financial information presented in New Taiwan dollars has been rounded to the nearest thousand.

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (c) Basis of consolidation

  • (i) Principle of preparation of the consolidated financial statements

The consolidated financial statements comprise the Company and subsidiaries.

The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. Intragroup balances and transactions, and any unrealized income and expenses arising from Intragroup transactions are eliminated in preparing the consolidated financial statements. The Group attributes the profit or loss and each component of other comprehensive income to the owners of the parent and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.

The Group prepares consolidated financial statements using uniform accounting policies for like transactions and other events in similar circumstances. Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received will be recognized directly in equity, and the Group will attribute it to the owners of the parent.

  • (ii) List of subsidiaries in the consolidated financial statements
Name of
**investor **
Name of subsidiary Principal Activities Percentage of
shareholding (%)
Percentage of
shareholding (%)
December
31, 2020
December
31, 2019
The Company


SUN NICE
(SAMOA)


NISHOKU (HK)
NISHOKU BOUEKI CO., LTD.
(NISHOKU BOUEKI)
NISHOKU TECHNOLOGY
VIETNAM CO., LTD.
(NISHOKU VIETNAM)
SUN NICE LIMITED (SAMOA)
(SUN NICE (SAMOA))
SAME START LIMITED
(Anguilla)
(SAME START Anguilla)
NISHOKU HONG KONG
HOLDING LIMITED
(NISHOKU HK)
SUN NICE LIMITED (BVI)
(SUN NICE (BVI))
NISHOKU PLASTIC MOLD
(SHENZHEN) CO., LTD.
(NISHOKU (SHENZHEN))
KUNSHAN NISHOKU PLASTIC
ELECTRONIC CO., LTD.
(NISHOKU KUNSHAN
PLASTIC)
Trading Company
Manufacture and Sale of
tooling and plastic products
Holding Company
Trading Company
Holding Company
Holding Company
Manufacture and Sale of mold
and plastic products

Manufacture and Sale of mold
and plastic products
100%
100%
100%
100%
100%
100%
100%
71.49%

100%

100%

100%

100%

100%

100%

100%

71.49%

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Name of
**investor **
Name of subsidiary Principal Activities Percentage of
shareholding (%)
Percentage of
shareholding (%)
December
31, 2020
December
31, 2019
SUN NICE (BVI) KUNSHAN NISHOKU PLASTIC
ELECTRONIC CO., LTD.
(NISHOKU KUNSHAN)

Manufacture and Sale of mold
and plastic products
28.51%
28.51%

(d) Foreign currencies

(i) Foreign currency transaction

Transactions in foreign currencies are translated into the respective functional currencies of Group entities at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.

(ii) Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the presentation currency at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the presentation currency at the average exchange rate. Exchange differences are recognized in other comprehensive income.

When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes of any part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interest. When the Group disposes of only part of its investment in an associate or a joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

When the settlement of a monetary receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future. Exchange differences arising from such a monetary item that are considered to form part of the net investment in the foreign operation are recognized in other comprehensive income.

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (e) Classification of current and non-current assets and liabilities

An asset is classified as current under one of the following criteria, and all other assets are classified as non-current.

  • (i) It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) It is expected to be realized within twelve months after the reporting period; or

  • (iv) The asset is cash or a cash equivalent (as defined in IAS 7) unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

A liability is classified as current under one of the following criteria, and all other liabilities are classified as non-current.

An entity shall classify a liability as current when:

  • (i) It is expected to be settled in the normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) It is due to be settled within twelve months after the reporting period; or

  • (iv) The Group does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by issuing equity instruments do not affect its classification.

  • (f) Cash and cash equivalents

Cash comprises cash on hand and demand deposits.Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Time deposits which meet the above definition and are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes should be recognized as cash equivalents.

  • (g) Financial instruments

Trade receivables are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (i) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

On initial recognition, a financial asset is classified as measured at: amortized cost or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

  • 1) Financial assets measured at amortized cost

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

  • ‧ it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

  • ‧ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

  • 2) Fair value through profit or loss (FVTPL)

All financial assets not classified as amortized cost described as above are measured at FVTPL, including derivative financial assets. On initial recognition, the Group may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.

  • 3)

  • Impairment of financial assets

The Group recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, notes and accounts receivables, other receivables, guarantee deposit paid and other financial assets).

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

The Group measures loss allowances at an amount equal to lifetime expected credit loss (ECL), except for the following which are measured as 12-month ECL:

  • ‧ debt securities that are determined to have low credit risk at the reporting date;and

  • ‧ other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

Loss allowance for trade receivables are always measured at an amount equal to lifetime ECL.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.

12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 month after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Group’ s historical experience and informed credit assessment as well as forward-looking information.

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e the difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset.

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.

The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For corporate customers, the Group individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

4) Derecognition of financial assets

The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

The Group enters into transactions whereby it transfers assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.

(ii) Financial liabilities and equity instruments

  • 1) Classification of debt or equity

Debt and equity instruments issued by the Group are classified as financial liabilities or equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

2) Equity instrument

An equity instrument is any contract that evidences residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are recognized as the amount of consideration received, less the direct cost of issuing.

3) Treasury shares

When shares recognized as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity, and the resulting surplus or deficit on the transaction is recognized in capital surplus or retained earnings (if the capital suplus is not sufficient to be written down).

4) Other financial liabilities

Financial liabilities are classified as measured at amortized cost, which comprise loans and borrowings, and trade and other payables. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

5) Derecognition of financial liabilities

The Group derecognizes a financial liability when its contractual obligation are discharged or cancelled, or expired. The Group also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value. On derecognition of a financial liability, the difference between the carrying amount of a financial liability extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

6) Offsetting of financial assets and liabilities

Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

(iii) Derivative financial instruments

The Group holds derivative financial instruments to hedge its foreign currency and interest rate exposures. Embedded derivatives are separated from the host contract and accounted for separately if the host contract is not a financial asset and certain criteria are met.

Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally recognized in profit or loss.

(h) Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the weighted-average method and includes expenditure incurred in acquiring the inventories, production or conversion costs, and other costs incurred in bringing them to their present location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity.

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

(i) Property, plant and equipment

  • (i) Recognition and measurement

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

If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (ii) Subsequent cost

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

  • (iii) Depreciation

Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment.

Land is not depreciated.

The estimated useful lives, for the current and comparative years, of significant items of property, plant and equipment are as follows:

  • 1) Buildings: 20~50 years

  • 2) Accessory equipment of buildings: 5~10 years

  • 3) Machinery and equipment: 3~8 years

  • 4) Office and other equipment: 2~8 years

Depreciation methods, useful lives, and residual values are reviewed at each reporting date and adjusted if appropriate.

  • (j) Lease

  • (i) Identifying a lease

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether:

  • - – the contract involves the use of an identified asset this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified; and

  • - the customer has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and

  • the customer has the right to direct the use of the asset throughout the period of use only if either:

  • (1) the customer has the right to direct how and for what purpose the asset is used throughout the period of use; or

  • (2) the relevant decisions about how and for what purpose the asset is used are predetermined and:

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • - the customer has the right to operate the asset throughout the period of use, without the supplier having the right to change those operating instructions; or

  • - the customer designed the asset in a way that predetermines how and for what purpose it will be used throughout the period of use.

(ii) As a leasee

The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

  • fixed payments, including in-substance fixed payments;

  • - variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

  • amounts expected to be payable under a residual value guarantee; and

  • - payments for purchase or termination options that are reasonably certain to be exercised.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:

  • there is a change in future lease payments arising from the change in an index or rate; or

  • there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee; or

  • there is a change in the lease term resulting from a change of its assessment on whether it will exercise an option to purchase the underlying asset, or

  • there is a change of its assessment on whether it will exercise a extension or termination option; or

  • there is any lease modifications

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.

When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Group accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.

The Group presents right-of-use assets that do not meet the definition of investment and lease liabilities as a separate line item respectively in the statement of financial position.

The Group has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

(k) Research and development

Expenditure on research activities is recognized in profit or loss as incurred.

Development expenditure is capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Group intends to, and has sufficient resources to, complete development and to use or sell the asset. Otherwise, it is recognized in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost, less accumulated amortization and any accumulated impairment losses.

  • (l) Impairment of non-financial assets

At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.Impairment losses are recognized in profit or loss. They are allocated to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (m) Revenue from contracts with customers

Revenue is measured based on the consideration to which the Group expects to be entitled in exchange for transferring goods to a customer. The Group recognizes revenue when it satisfies a perfarmance obligation by transferring control of a good or a service to a customer. The accounting policies for the Group’s main types of revenue are explained below.

(i) Sale of goods

The Group manufactures and sells plastic goods and molds. The Group recognizes revenue when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Group has objective evidence that all criteria for acceptance have been satisfied.

A receivable is recognized when the goods are delivered as this is the point in time that the Group has a right to an amount of consideration that is unconditional.

(ii) Financing components

The Group does not expect to have any contracts where the period between the transfer of the promised goods to the customer and payment by the customer exceeds one year. As a consequence, the group does not adjust any of the transaction prices for the time value of money.

(n) Employee benefits

(i) Defined contribution plans

Obligations for contributions to defined contribution plans are expensed as the related service is provided.

(ii) Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(o) Share-based payment

The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognized as employee expenses, with a corresponding increase in equity, over the vesting period that the employees become unconditionally entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

Grant date of a share-based payment award is the date which the board of directors authorized the price and number of a new award.

  • (p) Income taxes

Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes shall be recognized in profit or loss.

Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.

Deferred taxes arise due to the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:

  • (i) temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits (losses) at the time of the transaction;

  • (ii) temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

  • (iii) taxable temporary differences arising on the initial recognition of goodwill.

Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date.

Deferred tax assets and liabilities are offset if the following criteria are met:

  • (i) the Group has a legally enforceable right to set off current tax assets against current tax liabilities; and

  • (ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:

  • 1) the same taxable entity; or

  • 2) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax asset are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefits will be realized; such reductions are reversed when the probability of future taxable profits improves.

(q) Earnings per share

The Group discloses the basic and diluted earnings per share attributable to ordinary shareholders of the Company. The calculation of basic earnings per share is the profit attributable to the ordinary shareholders of the Company divided by the weighted-average number of ordinary shares outstanding. The calculation of diluted earnings per share is the profit attributable to ordinary shareholders of the Company dividend by the weighted-average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares. Dilutive potential ordinary shares comprise convertible bonds, employee stock options, and employee bonuses not yet resolved by the shareholders.

(r) Operating segments

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the Group). Operating results of the operating segment are regularly reviewed by the Group’s chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance. Each operating segment consists of standalone financial information.

(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty:

The preparation of the consolidated financial statements in conformity with the IFRSs endorsed by the FSC requires management to make judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

The management continues to monitor the accounting estimates and assumptions. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the following period.

There are no critical judgment made in applying the accounting policies that have significant effects on amounts recognized in consolidated financial statements.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment with the following year is as follows:

(a) The loss allowance of accounts receivable

The Group has estimated the loss allowance of trade receivable that is based on the risk of a default occurring and the rate of expected credit loss. The Group has considered historical experience, current economic conditions and forward-looking information at the reporting date to determine the assumptions to be used in calculating the impairments and the selected inputs. The recognition of impairment loss, please refer to note 6(c).

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(b) Valuation of inventories

As inventories are stated at the lower of cost or net realizable value, the Group estimates the net realizable value of inventories for obsolescence and unmarketable items at the end of the reporting period and then writes down the cost of inventories to net realizable value. The net realizable value of the inventory is mainly determined based on assumptions as to future demand within a specific time horizon. Due to the rapid industrial transformation, there may be changes in the net realizable value of inventories.

The Group’s accounting policies include measuring financial and non-financial assets and liabilities at fair value through profit or loss.

The Group’s financial instrument valuation group conducts independent verification on fair value by using data sources that are independent, reliable, and representative of exercise prices. This financial instrument valuation group also periodically adjusts valuation models, conducts back-testing, renews input data for valuation models, and makes all other necessary fair value adjustments to assure the rationality of fair value. The Group strives to use market observable inputs when measuring assets and liabilities. Different levels of the fair value hierarchy to be used in determining the fair value of financial instruments are as follows:

  • (a) Level 1: quoted prices (unadjusted) in active markets for identifiable assets or liabilities.

  • (b) Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

  • (c) Level 3: inputs for the assets or liability that are not based on observable market data.

For any transfer within the fair value hierarchy, the impact of the transfer is recognized on the reporting date. Please refer to note 6(u) for assumptions used in measuring fair value.

(6) Explanation of significant accounts:

  • (a) Cash and cash Equivalents
Cash and demand deposits
Time deposits
Bond acquired under repurchase agreement
Cash and cash equivalents in the consolidated statement of
cash flows
December 31,
2020
$ 1,827,075
429,335
370,240
December 31,
2019

1,528,284

1,321,955
689,560

$
2,626,650

3,539,799

Please refer to note 6(u) for the interest rate risk, and sensitivity analysis of the financial assets and liabilities of the Group.

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (b) Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss
Fund investments-current
Fixed income financial instruments
Overseas corporate bonds
Total
Fund investments-non-current
Please refer to note 6(e) for fund investments-non-current.
December 31,
2020
$ 46,663
612,833
6,247
December 31,
2019

12,666

430,513
6,250

$
665,743

449,429

$
126,439

-

As of December 31, 2020 and 2019, the Group did not provide any financial assets as collateral for its loans.

(c) Notes and accounts receivable

Notes receivable
Accounts receivable
Less:loss allowance
December 31,
2020
$ 6,083
1,811,698
(529)
December 31,
2019

19,343

1,395,696
(19,099)

$
1,817,252

1,395,940

The Group applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information. The loss allowance provision were determined as follows:

Current
0 to 120 days past due
121 to 270 days past due
More than 1 year past due
Total
December 31, 2020 December 31, 2020 December 31, 2020
Loss allowance
provision
-
2
25
502
Gross carrying
amount
$ 1,804,736
6,423
37
502
Weighted-aver
age loss rate

-%

0%~1%

0%~30%
100%
$
1,811,698
529

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Current
0 to 120 days past due
121 to 270 days past due
More than 1 year past due
Total
December 31, 2019 December 31, 2019 December 31, 2019
Loss allowance
provision
-
247
-
18,852
Gross carrying
amount
$ 1,339,320
37,523
1
18,852
Weighted-aver
age loss rate

-%

0%~1%

0%~30%
100%

$
1,395,696

19,099

The movement in the allowance for notes and accounts receivables were as follows:

Balance at January 1
Impairment losses recognized
Reversal of impairment loss
Amounts written off
Balance at December 31
2020
$ 19,099
598
-
(19,168)
2019

23,892

-
(738)
(4,055)

$
529

19,099
(d)
Inventories
Raw materials
Work in process
Finished goods
2020
$ 194,769
203,355
124,950
2019

144,663

219,691
111,274

$
523,074

475,628

For the years ended December 31, 2020 and 2019, raw material, consumables, and changes in the finished goods and work in progress recognized as cost of sale amounted to $3,268,381 thousand and $3,078,431 thousand, respectively. For the years ended December 31, 2020 and 2019, the Group recognized the losses (reversal gains) on inventory valuation and obsolescence as cost of goods sold amounting to $2,648 thousand and $(4,189) thousand, respectively.

As of December 31, 2020 and 2019, the Group did not provide any inventories as collateral for its loans.

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (e) Non-current financial assets at amortized cost
Restricted bank deposit December 31,
2020
$
1,124,961
December 31,
2019
-

In May and July, 2020, the Group applied to IRS for the application of “The Management, Utilization, and Taxation of Repatriated Offshore Funds Act” (hereinafter referred to as the “Act”), and the remittance was approved within one month. According to the Act, the funds need to be deposited in a special-purpose account for five years, and 5% of the funds can be used without restriction, 25% can be used on financial investment, and 70%, at least, can be used for substantive investment; Otherwise, the funds can only be redeemed within 3 consecutive years on average after the five years maturity. Please refer to note 6(b) for financial assets.

(f) Property, plant and equipment

The cost, depreciation and impairment loss of the property, plant and equipment of the Group for the years ended December 31, 2020 and 2019, were as follows:

Cost or deemed cost:
Balance on January 1, 2020
Additions
Reclassifications
Disposals
Effect of movements in exchange rates
Balance on December 31, 2020
Balance on January 1, 2019
Additions
Reclassifications
Disposals
Effect of movements in exchange rates
Balance on December 31, 2019
Depreciation and impairments loss:
Balance on January 1, 2020
Depreciation
Disposals
Effect of movements in exchange rates
Balance on January 1, 2020
Balance on January 1, 2019
Depreciation
Reclassifications
Disposals
Effect of movements in exchange rates
Balance on December 31, 2019
Land Building Office and
other
equipment
Construction
in progress
and testing
equipment
101,928
48,645
(125,867)
-
31,350
Total
3,695,683
118,866
(1,384)
(127,478)
33,743

476,633

21,811

1,066

(25,442)
5,374


$
179,672
1,048,926
1,955,334

479,442

56,056

3,719,430



$ 179,672
927,427
2,099,866
-
9,153
42,411
-
10,528
41,135
-
(1,270)
(97,000)

-
(25,076)
(69,724)


478,594

31,307

14,669

(30,071)
(17,866)

73,046
97,882
(63,094)
-
(5,906)

3,758,605
180,753
3,238
(128,341)
(118,572)


$
179,672
920,762
2,016,688

476,633

101,928

3,695,683



$ -
391,905
1,413,474
-
47,072
121,300
-
-
(98,534)

-
14,417
(873)


358,463

45,357

(23,459)
5,779

-
-
-
-

2,163,842
213,729
(121,993)
19,323


$
-
453,394
1,435,367

386,140
-
2,274,901


$ -
354,265
1,406,257
-
50,124
147,244
-
-
2,182
-
(1,270)
(92,760)

-
(11,214)
(49,449)


348,728

48,646

1,550

(26,960)
(13,501)
-
-
-
-
-

2,109,250
246,014
3,732
(120,990)
(74,164)


$
-
391,905
1,413,474

358,463
-
2,163,842

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Carrying amounts:
Balance on December 31, 2020
Balance on December 31, 2019
Land Building Machinery
and
equipment
Office and
other
equipment
Construction
in progress
and testing
equipment
56,056
Total
$
179,672
595,532
519,967

93,302
1,444,529



$
179,672
528,857
603,214



118,170

101,928

1,531,841

As of December 31, 2020 and 2019, the property, plant and equipment of the Group had not been pledged as collateral.

(g) Right-of-use assets

The Group leases many assets including land and buildings, vehicles and machinery equipment. Information about leases for which the Group as a lessee was presented below:

Cost:
Balance at January 1, 2020
Additions
Disposals/ Wright-off
Effect of changes in foreign exchange rates
Balance at December 31, 2020
Balance at January 1, 2019
Additions
Effect of changes in foreign exchange rates
Balance at December 31, 2019
Accumulated depreciation and impairment
losses:
Balance at January 1, 2020
Depreciation for the year
Disposals/ Wright-off
Effect of changes in foreign exchange rates
Balance at December 31, 2020
Balance at January 1, 2019
Depreciation for the year
Effect of changes in foreign exchange rates
Balance at December 31, 2019
Carrying amount:
Balance at December 31, 2020
Balance at December 31, 2019
Buildings
and
structures
$ 149,480
2,366
(59,079)
1,242
Machinery
and
equipment
Transporta
tion
equipment

8,399

-

-

-
Total

188,978
6,991
(90,008)
1,175

31,099

4,625

(30,929)

(67)

$
94,009



4,728


8,399

107,136

$ 40,364
110,406
(1,290)



32,124

-

(1,025)



8,399
-

-


80,887
110,406
(2,315)

$
149,480



31,099


8,399

188,978

$ 35,024
37,260
(42,231)
476



15,549

15,464

(30,929)

(84)



3,435

3,435

-

-


54,008

56,159
(73,160)
392
$
30,529


-

6,870
37,399

$ -
36,390
(1,366)

-

16,155

(606)

-

3,435

-

-

55,980
(1,972)

$
35,024



15,549


3,435

54,008

$
63,480



4,728



1,529

69,737

$
114,456



15,550



4,964

134,970

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(h) Short-term borrowings

The Short-term borrowings were summarizes as follows:

Secured loans
Credit loans, no pledge
Total
Interest rate range
December 31,
2020
$ 45,000
943,920
December 31,
2020
$ 45,000
943,920
December 31,
2019
-
805,720

$
988,920

824,790

0.4%~0.83%

0.90%~2.80%

For the collateral for short-term borrowings, please refer to note 8.

  • (i) Short-term notes and bills payable

The short-term notes and bills payable were summarized as follows:

Commercial paper payable
Less: Discount on short-term notes and
bills payable
Total
December 31, 2019
Guarantee or
acceptance
institution
Range of interest
rates (%)
Amount
Mega Bills
0.732%
$ 150,000
(6)
$
149,994
December 31, 2019
Guarantee or
acceptance
institution
Range of interest
rates (%)
Amount
Mega Bills
0.732%
$ 150,000
(6)
$
149,994
December 31, 2019
Guarantee or
acceptance
institution
Range of interest
rates (%)
Amount
Mega Bills
0.732%
$ 150,000
(6)
$
149,994
Guarantee or
acceptance
**institution **
Range of interest
rates (%)
Mega Bills 0.732%

$
149,994

(j) Long-term borrowings

The detail were as follows:

Unsecured bank loans
Unsecured bank loans
December 31, 2020 December 31, 2020 Amount
$
1,200,000
Currency Interest rate
range
Maturity year
NTD 0.95%~0.98%
2022
December 31, 2019

Amount
$
1,000,000
Currency Interest rate
range
Maturity year
NTD 1.00%~1.19% 2021

Please refer to note 6(u) for the exchange rate risk, the interest rate risk, and the sensitivity analysis of the financial assets and liabilities of the Group.

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(k) Lease liabilities

Current

Non-current financial assets

For the maturity analysis, please refer to note 6(u).
December 31,
2020
$
39,224
December 31,
2019
59,531

$
30,891

75,586

The amounts recognized in profit or loss was as follows:

Interest expenses on lease liabilities
Expenses relating to short-term leases
Expenses relating to leases of low-value assets, excluding
short-term leases of low-value assets
For the years
ended December
31, 2020
For the years
ended December
31, 2019
$
1,178
669
$
-
289
$ 857
548
For the years
ended December
31, 2020
For the years
ended December
31, 2019
$
1,178
669
$
-
289
$ 857
548
For the years
ended December
31, 2020
For the years
ended December
31, 2019
$
1,178
669
$
-
289
$ 857
548
1,178

-
289
$ 857 548

The amounts recognized in the statement of cash flows for the Group was as follows:

Total cash outflow for leases For the years
ended December
31, 2020
$
59,098
For the years
ended December
31, 2019

56,497

(l) Employee benefits

The Company allocates 6% of each employee’s monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under these defined contribution plans, the Company allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.

The consolidated entities set up overseas have defined contribution plans. These plans are funded in accordance with the regulations of their respective countries, and recognized as the contribution in the current period.

The pension costs incurred from the contributions to the Labor Insurance amounted to $27,436 thousand and $48,445 thousand for the years ended December 31, 2020 and 2019, respectively.

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (m) Income tax

  • (i) The components of income tax in the years 2020 and 2019 were as follows:

Current tax expense
Deferred tax expense (benefit)
2020
$ 221,397
(68,202)
2019

11,909
75,020

$
153,195

86,929

(ii) The amounts of income tax expense (profit) recognized in other comprehensive income or loss for 2020 and 2019 was as follows:

Foreign currency translation differences for foreign
operations
2020
$
6,840
2019
(34,494)

(iii) Reconciliation of income tax and profit before tax for 2020 and 2019 was as follows:

Profit excluding income tax
Income tax using the Company’s domestic tax rate
Effect of tax rates in foreign jurisdiction
Tax incentive-Repatriated offshore funds
Change in unrealized deferred tax assets
Undistributed earnings additional tax
Prior year’s income tax adjustment and other
2020
$ 874,557
2019
424,551

278,160
(30,040)
(177,211)
75,540
-
6,746


94,761

4,653

-

-
628
(13,113)

$
153,195

86,929
  • (iv) Deferred tax assets and liabilities

  • 1) Unrecognized deferred tax assets

The deductible temporary difference for which no deferred income tax assets have been recognized were as follows:

Unrealized investment losses
Depreciation period difference
Loss on inventory valuation
The carryforward of unused tax losses
Other
December 31,
2020
$ 75,540
43,734
37,013
17,461
13,692
$
187,440
December 31,
2019

-

45,265

35,727

24,750

19,991



125,733

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2020, the unused prior-year tax loss carry-forward of the consolidated entities set up overseas amounted to $232,816 thousand, and the deductible taxes calculated by the local tax authorities amounted to $17,461 thousand.

  • 2) Recognized deferred tax liabilities

Changes in the amount of deferred tax liabilities for 2020 and 2019 were as follows:

Deferred tax liabilities
Balance on January 1, 2020
Recognized in profit or loss
Recognized in other
comprehensive income or loss
Balance on December 31, 2020
Balance on January 1, 2019
Recognized in profit or loss
Recognized in other
comprehensive income or loss
Balance on December 31, 2019
Investment
income
recognized
under the
equity method
Foreign
currency
translation
differences for
foreign
operations
Others



$ 765,537
(46,992)
-
718,545
104,720
-
8
104,728
-
(35,185)
-
(35,185)


$
870,257
(82,177)
8
788,088
  • 3) Recognized deferred tax assets

Changes in the amounts of deferred tax assets for 2020 and 2019 was as follows:

Deferred tax assets
Balance on January 1, 2020
Recognized in profit or loss
Recognized in other
comprehensive income or loss
Balance on December 31, 2020
Balance on January 1, 2019
Recognized in profit or loss
Recognized in other
comprehensive income or loss
Balance on December 31, 2019
Investment
income
recognized
under the
equity method
Loss on
inventory
**valuation **
Foreign
currency
translation
differences for
foreign
operations

Unused tax
losses carry
forwards
Others **Total **
$ (75,540)
(447)
(320)
(15,452)
(4,794)
(96,553)
75,540
(113)
-
10,764
(9,970)
76,221
-
-
(1,460)
-
-
(1,460)
$
-
(560)
(1,780)
(4,688)
(14,764)
(21,792)






$ (60,532)
(471)
(1,011)
(3,224)
(2,298)
(67,536)
(15,008)
24
-
(12,228)
(2,496)
(29,708)

-
-
691
-
-
691
$
(75,540)
(447)
(320)
(15,452)
(4,794)
(96,553)
  • (v) The Company and NISHOKU BOUEKI income tax returns have been examined by the tax authority through the years up to 2018, only 2017 income tax returns of The Company has been under review respectively.

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(n) Capital and other equity

On December 31, 2020 and 2019, the total share capital of the Company were both $1,500,000 thousand, and the denomination per share was $ 10, both with a total of 150,000 thousand shares (all including employee stock option, and the amount of shares that can be subscribed is $20,000 thousands). As of that date, both 62,446 thousand shares and 62,296 thousand shares whose legal registration procedure for the authorized capital stock is completed. All issued shares were paid up upon issuance.

The issued and registered shares of common stock in 2020 and 2019 were as follows (expressed in thousands of shares)

Balance on January 1
Exercise of employee stock option
Balance on December 31
Ordinary shares
2020
2019
62,296
62,296
150
-
Ordinary shares
2020
2019
62,296
62,296
150
-
2020
62,296
150
62,446
62,296

(i) Issuance of capital stock

The Company issued 195 thousand shares, with par value of $10 per share for the exercise of employee stock options in 2020. Therein 150 thousand shares were completed the legal registration procedures. As of December 31, 2020 there were still 45 thousand shares whose legal registration procedure are unfinished.

(ii) Capital surplus

The balances of capital surplus as of December 31, 2020 and 2019, were as follows:

Share capital
Employee share options
December 31,
2020
$ 958,419
10,463
December 31,
2019

949,944
9,180

$
968,882

959,124

According to the ROC Company Act, capital surplus can only be used to offset a deficit, and only the realized capital surplus can be used to increase the common stock or be distributed as cash dividends. The aforementioned realized capital surplus includes capital surplus resulting from premium on issuance of capital stock and earnings from donated assets received. According to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, capital increases by transferring paid-in capital in excess of par value should not exceed 10% of the total common stock outstanding.

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(iii) Retained earnings

The Group’s article of incorporation stipulate that, when allocating the profit for each fiscal year, the Company shall first offset its losses in previous years. Of the remaining profit, 10% is ’ to be appropriated as legal reserve, until the accumulated legal reserve equals the Company s paid-in capital. Aside from the aforesaid legal reserve, the Company shall appropriate or reverse another sum as special earnings reserve in accordance with relevant laws or regulations or requested by the authorities in charge. The remaining profit together with any undistributed retained earnings shall be distributed according to the distribution plan proposed by the Board of Directors and submitted to the stockholders’ meeting for approval.

According to the amendment of the of Article 240 and Article 241 of the ROC Company Act, the Company authorized the distributable dividends and bonuses in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.

Before the distribution of dividends, the Company shall first take into consideration its operating environment, industry developments, and the long-term interests of stockholders, as well as its programs to maintain operating efficiency and meet its capital expenditure budget and financial goals in determining the stock or cash dividends to be paid. The dividend to be distributed shall be no less than 10% of the current-year retained earnings available for distribution only if the current-year retained earnings available for distribution does not reach $0.5 per share, the Company may decide not to distribute dividend. The dividend to be distributed may be in the form of cash and stock, and cash dividend in the distribution should not be less than 30%.

1) Legal reserve

According to the amendment of the ROC Company Act, the Company must retain 10% of its after-tax annual earnings as legal reserve until such retention equals the amount of total capital. When a company incurs no loss, it may, pursuant to a resolution by a shareholders ’ meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.

2) Special reserve

In accordance with Ruling No. 1010012865 issued by the FSC on April 6, 2012, a portion of current-period earnings and undistributed prior-period earnings shall be set aside as special earnings reserve during earnings distribution. Similarly, a portion of undistributed prior-period earnings shall be set aside as special earnings reserve (and can not be distributed) to account for cumulative changes to other shareholders’ equity pertaining to prior periods. Amounts of subsequent reversals pertaining to the net reduction of other shareholders’ equity shall qualify for additional distributions. As of December 31, 2020, the total amount of special reserve amounted to $337,817 thousand.

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • 3) Earnings distribution

Earnings distribution for 2019 and 2018 were decided via the general meeting of shareholders held on June 16, 2020, and June 18, 2019, respectively. The relevant dividend distributions to shareholders were as follows:

Dividend to shareholders
Cash
2019 2019 2018
Payout
per share
Amount

3.0
186,889
Payout
per share
Amount

249,185
Payout
per share
$ 4.0
3.0

(o) Share-based payment

(i) The Company issued 600 units of employee stock options, at 1,000 shares per unit, to its employees and its subsidiaries’ who met certain requirements on July 28, 2017. The duration of the employee stock options is five year. 50%, 75%, and 100% of the stock options are exercisable 2 years, 3 years, and 4 years, respectively, after the grant date. Those qualified employees are entitled to purchase the shares at the closing price of ordinary shares of the Company on the same day. After the grant of the stock options, any changes in the ordinary shares of the Company, the exercise price of the share options will be adjusted according to the prescribed formula.

(ii) Details of the employee stock options are as follows:

Outstanding at January 1
Granted during the year
Forfeited during the year
Exercised during the year
Outstanding at December 31
Exercisable at December 31
The weighted average price of
the stock options
2020 2020 2019
Weighted
average
exercise price
Number of
options

75.40
560
-
-

-
(120)

-
-

70.80 (note)
440


220


18.15
2019
Weighted
average
exercise price
Number of
options

75.40
560
-
-

-
(120)

-
-

70.80 (note)
440


220


18.15
Weighted
average
exercise price
Number of
options

440
-
(10)
(195)
Weighted
average
exercise price
$ 70.80 (note)
-
-
66.50
66.50 (note)


75.40
-

-

-

70.80 (note)





235
135
$
18.15

(Note) The Company adjusted the exercise price of stock options according to its requirements for issuance stock options.

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

The details of the stock options of the Group were as follows:

December 31,
2020
Weighted average of remaining contractual period (years)
1.57
December 31,
2019
2.57
  • (iii) The Company used the Black-Scholes pricing model in measuring the fair value of the share-based payment at the grant date. The measurement inputs were as follows:
Exercise price (NT dollars)
Share price at grant date (NT dollars)
Expected dividend (%)
Expected volatility (%)
Risk-free interest rate (%)
Expected life (years)
2017 employee
**stock option **
81.80
81.80
- %
26.78%~27.89%
0.67%~0.73%
5
  • (iv) For the years ended December 31, 2020 and 2019, the expenses attributable to share based payment amounted to $1,283 thousand and $3,135 thousand, respectively.

(p) Earnings per share

  • (i) Basic earnings per share

The calculation of basic earnings per share for the years ended December 31, 2020 and 2019, was based on the profit attributable to ordinary shareholders of the Company and the weighted-average number of ordinary shares outstanding, calculated as follows:

Profit attributable to ordinary shareholders of the
Company
Weighted-average number of ordinary shares
(thousand shares)
Basic earnings per share
2020
$
721,362
2019

337,622

62,321



62,296

$
11.57



5.42

(ii) Diluted earnings per share

The calculation of diluted earnings per share for the years ended December 31, 2020 and 2019, were based on the profit attributable to the ordinary shareholders of the Company and the weighted-average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares, calculated as follows:

Profit attributable to ordinary shareholders of the
Company (diluted)
2020
$
721,362
2019

337,622

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Weighted-average number of ordinary shares (diluted) (thousand shares)

Weighted-average number of ordinary shares (basic)
Effect of employee stock bonus
Weighted-average number of ordinary shares
(diluted)
Diluted earnings per share
$
(q)
Revenue from contracts with customers
(i)
Details of revenue
Primary geographical markets
North America
Asia
Europe
Major products/services lines
Plastic injection
Mold
Others
(ii)
Contract balances
December 31,
2020
Contract liabilities
$
51,775
2020
62,321
327
2019
62,296
373
62,669
5.39
2019

1,797,250

856,421

1,303,473
62,648
$
11.51
2020
$ 1,608,676
530,621
2,668,964

$
4,808,261



3,957,144

$ 4,433,079
372,894
2,288



3,619,937

335,732

1,475

$
4,808,261



3,957,144

December 31,
2019

31,622


January 1, 2019
35,824

For details of accounts receivable, please refer to note 6 (c).

The major change in the balance of contract liabilities is the advance consideration received from customers for the contracts, in which revenue is recognized when products are delivered to customers. The amount of revenue recognized for the years ended December 31, 2020 and 2019, which was included in the contract liability balance at the beginning of the period, was $31,622 thousand and $35,824 thousand, respectively.

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(r) Employee, board of directors' compensation

In accordance with the Articles of incorporation the Company should contribute no less than 1% of the profit as employee compensation and not exceed 5% as directors’ remuneration when there is profit for the year. However, if the Company has accumulated deficits, the profit should be reserved ’ to offset the deficit. The recipients of shares and cash may include the employees of the Company s affiliated companies who meet certain conditions.

For the years ended December 31, 2020 and 2019, the Company estimated its employee remuneration amounting to $30,000 thousand and $22,100 thousand, and directors’ remuneration amounting to $11,705 thousand and $7,925 thousand, respectively. The estimated amounts mentioned above are calculated based on the net profit before tax, excluding the remuneration to employees, directors of each period, multiplied by the percentage of remuneration to employees, directors as specified in the Company’s articles. These remunerations were recognized as operating costs or operating expense. If the actual amount of the annual distribution and the estimated amount of differences, according to the changes in accounting estimates, and the difference recognized as the next year annual profit (loss). Such as the resolution of the board of directors to take the stock of employee compensation, the numbers of shares to be distributed would be calculated based on the closing price of the Company’s ordinary shares one day before the date of the meeting of Board of Directors, please refer to Market Observation Post System for further information.

The amounts, as stated in the consolidated financial statements, are identical to those of the actual distributions for 2020 and 2019. There is no difference in the actual distribution situation.

(s) Other revenue

The other revenue for the years ended December 31, 2020 and 2019 were as follows:

Interest income
Others
Total other income
2020
$ 63,921
17,756
2019

87,477
17,234

$
81,677

104,711
  • (t) Other gains and losses

The other gains and losses for the years ended December 31, 2020 and 2019 were as follows:

Foreign exchange losses, net
Gains on financial assets at fair value through profit or loss
Gains (losses) on disposals of property, plant and equipment
Others
2020
$ (261,003)
3,584
3,653
(1,458)
2019

(23,332)

1,464

(1,570)
(9,155)

$
(255,224)

(32,593)

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(u) Financial Instruments

(i) Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, which arises from the Group’s accounts receivable and investments.

1) Accounts receivable and others receivables

For credit risk exposure of note and accounts receivable, please refer to note 6(c).

The Group has established a credit policy under which each new customer is analyzed individually for creditworthiness before the Group’s standard payment and delivery terms and conditions are offered. The Group’s review includes external ratings, when available, and in some cases bank references. These criterias are reviewed periodically.

2) Investment

The credit risk exposure in bank deposits, fixed-income investment, and other financial instruments is measured and monitored by the Group’s finance department. As the Group deals with banks and other external parties with good credit standing and with financial institutions, corporate organizations, and government agencies which are graded above investment level, the management believes their counterparts do not have significant default risk, therefore, the credit risk is insignificant.

3) Credit risk exposure

As of December 31, 2020 and 2019, the Group’s maximum exposure to credit risk was mainly from the carrying amount of financial assets recognized in the consolidated statements of financial position and amounted to $6,418,565 thousand and $5,396,735 thousand, respectively. The Group had deposited these bank deposits in different financial institutions, and the Group believes that there is no significant credit risk from the above mentioned financial institutions.

4) Concentration of credit risk

The credit risk exposure of the Group comes from the credit of individual customers, and the industry of the customer also have effect on credit risk. For the years ended December 31, 2020 and 2019, sales to the individual customers whose revenue constituting over 10% of net revenue are 40% and 27% of total revenues respectively. As of December 31, 2020 and 2019, 43% and 23%, respectively, of accounts receivable were those customers.

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Liquidity risk

The following table shows the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.

December 31, 2020
Non-derivative financial liabilities
Short-term borrowings
Long-term borrowings
Notes and accounts payable
Lease liabilities
Other financial liabilities
December 31, 2019
Non-derivative financial liabilities
Short-term borrowings
Short-term notes and bills payable
Long-term borrowings
Notes and accounts payable
Lease liabilities
Other financial liabilities
Carrying
amount
$ 988,920
1,200,000
800,428
70,115
55,202
Contractual
cash flows
within
1 year
1-2 years 2-5 years

989,735

1,220,867

800,428

70,115

55,202

989,735

11,492

800,428

39,224

55,202

-

1,209,375

-

30,891

-
-

-
-

-
-

$
3,114,665



3,136,347



1,896,081


1,240,266

-

$ 824,790
149,994
1,000,000
604,378
135,117
45,748



830,154

150,000

1,018,915

604,378

135,117

45,748



830,154

150,000

10,730

604,378

59,531

45,748



-

-

1,008,185

-

75,586

-

-
-

-
-

-
-

$
2,760,027



2,784,312



1,700,541


1,083,771

-

The Group does not expect that the cash flows included in the maturity analysis could occur significantly earlier or at significantly different amounts.

(iii) Market risk

1) Exchange rate risk

The Group's significant exposure to foreign currency risk on financial assets and liabilities was as follows:

Financial assets
Monetary Items
USD
CNY
Financial liabilities
Monetary Items
USD
December 31, 2020 December 31, 2020 December 31, 2019
Foreign
currency
Exchange
rate
NTD

81,104
29.980
2,431,483

16,029
4.305
69,005

1,394
29.980
41,795
Foreign
currency
Exchange
rate
$ 153,339
28.480
199
4.377
8,170
28.480
NTD

4,367,099

870

232,674

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group’s exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, accounts receivables, accounts payable and other payables that are denominated in foreign currency.

A weakening (strengthening) of 1% of the NTD against the USD and CNY at December 31, 2020 and 2019, would have increased or decreased the net profit before tax by $41,353 thousand and $24,587 thousand, respectively. The analysis assumes that all other variables remain constant and ignores any impact of forecasted sales and purchases. The analysis is performed on the same basis for both periods.

Since the Group has many kinds of functional currency, the information on foreign exchange gain (loss) on monetary items is disclosed by total amount. For years 2020 and 2019, foreign exchange gain (including realized and unrealized portions) amounted to $261,003 thousand and $23,332 thousand, respectively.

2) Interest rate analysis

The details of financial instruments exposed to interest rate risk were as follows:

Fixed-rate instruments:
Financial assets
Financial liabilities

Variable-rate instruments:
Financial assets
Financial liabilities
Carrying amount
December 31,
2019

2,011,515
(704,964)
December 31,
2020
$ 799,575
(1,288,920)

$
(489,345)

1,306,551

$ 1,826,437
(900,000)


1,527,780
(1,269,820)

$
926,437

257,960

The sensitivity analysis is based on the exposure to the interest rate risk of nonderivative financial instruments on the reporting date. Regarding liabilities with variable interest rates, the analysis is based on the assumption that the amount of liabilities outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases 1 basis points when reporting to management internally, which also represents the Group management's assessment of the reasonably possible interest rate change.

If the interest rate had increased / decreased by 1 basis points, the Group’s net income would have decreased / increased by $2,316 thousand and $645 thousand ffor the years ended December 31, 2020 and 2019, with all other variable factors remaining constant. This is mainly due to the Group’s borrowing at variable rates and bank deposits in variable-rate bills.

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (iv) Fair value of financial instruments

  • 1) Fair value of financial instruments

The fair value of financial assets at fair value through profit or loss is measured on a recurring basis. The carrying amount and fair value of the Group’s financial assets, including the information on fair value hierarchy were as follows; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, and lease liabilities, disclosure of fair value information is not required:

Carrying
amounts
Financial assets at fair value
through profit or loss
Non derivative financial assets at
fair value through profit or
loss-current
$ 665,743
Non derivative financial assets at
fair value through profit or
loss-non-current
$
126,439
Financial assets measured at
amortized cost
Cash and cash equivalents
$ 2,626,650
Notes and accounts
receivable, net
1,817,252
Other financial assets-current
560
Refundable deposits
15,099
Financial assets measured at
amortized cost-current
56,960
Non-current financial assets
measured at amortized cost
1,124,961

$
5,641,482
Financial liabilities measured at
amortized cost
Long and short term
borrowings
$ 2,188,920
Notes and accounts payable
800,428
Lease liabilities
70,115
Other payables
55,202

$
3,114,665
December 31, 2020 December 31, 2020 December 31, 2020 December 31, 2020 December 31, 2020 Total
665,743
Fair Value
Level 1 Level 2 Level 3
612,833
46,663 6,247
-


-

126,439

$ 2,626,650
1,817,252
560
15,099
56,960
1,124,961









$
5,641,482

$ 2,188,920
800,428
70,115
55,202

$
3,114,665

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Carrying
amounts
Financial assets at fair value
through profit or loss
Non derivative financial assets at
fair value through profit or
loss
$
449,429
Financial assets measured at
amortized cost
Cash and cash equivalents
$ 3,539,799
Notes and accounts
receivable, net
1,395,940
Other financial assets-current
11,567
Refundable deposits
25,490

$
4,972,796
Financial liabilities measured at
amortized cost
Long and short term
borrowings
$ 1,824,790
Short-term notes and bills
payable
149,994
Notes and accounts payable
604,378
Lease liabilities
135,117
Other payables
45,748

$
2,760,027
December 31, 2019 December 31, 2019 December 31, 2019
Fair Value Total
449,429
Level 1
12,666
Level 2
6,250
Level 3
430,513

$ 3,539,799
1,395,940
11,567
25,490








$
4,972,796

$ 1,824,790
149,994
604,378
135,117
45,748

$
2,760,027
  • 2) Valuation techniques for financial instruments measured at fair value

  • a) Non-derivative financial instruments

A financial instrument is regarded as being quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm ’ s-length basis. Whether transactions are taking place ‘regularly’ is a matter of judgment and depends on the facts and circumstances of the market for the instrument.

Quoted market prices may not be indicative of the fair value of an instrument if the activity in the market is infrequent, the market is not well-established, only small volumes are traded, or bid-ask spreads are very wide. Determining whether a market is active involves judgment.

  • b) Derivative financial instruments

Measurement of the fair value of derivative instruments is based on the valuation techniques generally accepted by market participants. Fair value of forward currency is usually determined by the forward currency exchange rate.

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 3) Reconciliation of Level 3 fair values

The following table shows a reconciliation of the beginning balances to the ending balances for the fair value measurements in Level 3 of the fair value hierarchy:

Balance in the beginning of the period
Recognized In profit or loss
Purchased
Disposal
Balance in the ending of the period
At fair value through profit or loss
2020
2019
$ 430,513
245,966
32,133
33,049
1,969,820
1,549,846
(1,819,633)
(1,398,348)
At fair value through profit or loss
2020
2019
$ 430,513
245,966
32,133
33,049
1,969,820
1,549,846
(1,819,633)
(1,398,348)
2020
$ 430,513
32,133
1,969,820
(1,819,633)

$
612,833

430,513

The aforementioned total gains and losses were recognized in “other income”. There were no transfers from all Level in 2020 and 2019.

  • 4) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement

The Group’s financial instruments that use Level 3 inputs to measure fair value are “ – financial assets measured at fair value through profit or loss fixed income financial instrument” and derivative financial assets. The financial assets’ fair value are using the prior transaction price before adjustments or third-party pricing information. The unobservable inputs are not set up as the Group measures fair value, so the quantified information of significant unobservable inputs are not disclosed.

  • (v) Financial risk management

  • (i) Structure of risk management

The Group’s risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect any changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

The board of directors monitors the management to ensure compliance with the Group’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The board of directors is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the board of directors.

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (ii) The Group have exporesures to the following risks from its financial instruments:

  • 1) Credit risk

  • 2) Liquidity risk

  • 3) Market risk

’ For more disclosures about the quantitative effects of these risks exposures and the Group s objectives, policies and processes for measuring and managing the above mentioned risks, please refer to note 6(u).

  • (w) Capital management

The Group manages capital to safeguard the capacity to continue to operate and to safeguard the certainly and stability of its financial resources. The management uses the asset-liability ratio to manage capital. As of December 31, 2020 and 2019, the Group’s equity to asset ratios were 52% and 51%, respectively. There were no changes in the Group’s approach to capital management as of December 31, 2020.

  • (x) Investing and financing activities not affecting current cash flow

The Group’s investing and financing activities which did not affect the current cash flow in the years ended December 31, 2020 and 2019, were as follows:

  • (i) For acquisition of right-of-use assets, please refer to note 6(g).

  • (ii) Reconciliation of liabilities arising from financing activities were as follows:

Short-term borrowings
Short-term notes and bills payable
Long-term borrowings
Lease liabilities
Total liabilities from financing
activities
Short-term borrowings
Short-term notes and bills payable
Long-term borrowings
Lease liabilities
Total liabilities from financing
activities
January 1,
2020
Cash flows
Foreign
exchange
movement
and others
December
31, 2020
$ 824,790
164,130
-
988,920
149,994
(150,000)
6
-
1,000,000
200,000
-
1,200,000
135,117
(57,064)
(7,938)
70,115




$
2,109,901
157,066
(7,932)
2,259,035




January 1,
2019
Cash flows
Foreign
exchange
movement
and others
December
31, 2019
$ 805,720
19,070
-
824,790
99,985
50,000
9
149,994
900,000
100,000
-
1,000,000
80,887
(56,497)
110,727
135,117




$
1,886,592
112,573
110,736
2,109,901

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(7) Related-party transactions:

  • (a) Transaction of key management personnel

  • (iii) Key management personnel compensation

Key management personnel compensation comprised:

Short-term employee benefits
Post-employment benefits
Termination benefits
Other long-term benefits
Share-based payments
2020
$ 51,351
216
-
-
-
2019

41,258

216
-
-
-
$
51,567
41,474

(8) Pledged assets

The carrying values of pledged assets were as follows:

Pledged assets Object December 31,
2020
$ 25
-
56,960
December 31,
2019

25
4,703
-
Demand deposits (classified
under other current financial
assets)

Guarantee for carbon emission
Guarantee for Litigation
Short-term borrowings

$
56,985
4,728

(9) Significant Commitments and Contingencies:

  • (a) Unrecognized contractual commitments

  • (i) The Group’s unrecognized contractual commitments to the purchase of plant and equipment are as follows:

Acquisition of property, plant and equipment December 31,
2020
$
42,920
December 31,
2019
75,657

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (ii) For the necessary to bank loan and operating capital, the Company and its subsidiaries provide guarantee and endorsement for other parties were as follows:
Outstanding guarantee notes
Purchasing guarantee
Actual usage amount
December 31,
2020
$ 1,398,688
-
December 31,
2019

1,628,960
14,990
$
1,398,688

1,643,950

$
153,920

329,780

(10) Losses Due to Major Disasters:None

(11) Subsequent Events:None

(12) Other:

  • (a) A summary of current-period employee benefits, depreciation, and amortization, by function, is as follows:
By function
By item

2020

2020

2020
2019 2019 2019
Operating
cost
Operating
expenses
Total Operating
cost
Operating
expenses
Total
Employee benefit expenses
Salary
Labor and health insurance
Pension
Others
Depreciation
Amortization
798,071
20,278
21,418
21,015
217,348
3,435

228,698

8,956

6,018

34,129

52,540

3,709

1,026,769

29,234

27,436

55,144

269,888

7,144

746,550

21,268

37,796

20,161

245,058

4,942

213,799

9,182

10,649

27,239

56,936

4,260

960,349

30,450

48,445

47,400

301,994

9,202

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(13) Other disclosures:

  • (a) Information on significant transactions:

The following is the information on significant transactions required by the “ Regulations Governing the Preparation of Financial Reports by Securities Issuers” for the Group:

(i) Loans to other parties:

==> picture [473 x 100] intentionally omitted <==

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

Highest
balance Collateral
of financing Actual Financing
to other usage limit for Maximum
parties during Ending amount Reason for Allowance each financing
Name of Name of Account Related the period balance during the Nature of Transaction short-term for bad borrowing limit for the
No. lender borrower name party (Note 3) (Note 3) period Interest rate financing amounts financing debt Item Value company lender
0 The NISHOKU Other Yes 296,300 284,800 227,840 0.95% Necessary to - Operating - - 445,725 1,782,8
Company VIETNAM accounts loan other capital (Note 1) (Not
receivable parties
1 SAME 〃 〃 Yes 242,000 - - 1.03%~1.4% Necessary to - 〃 - - - -
START loan other (Note 4) (Note 4)
(Anguilla) parties
----- End of picture text -----

Note 1: The individual amount and the total amount for lending to a company shall not exceed 10% and 40% of the lending company’s net worth in the latest financial statement, respectively. The Company for lending to the Company directly or indirectly holds 100% of their shares, with the loan amount not limited and the total amounts not exceeding the lending company’s net worth in the last financial statement.

Note 2: Related transaction have been elimated during the preparation of the consolidated financial statements.

Note 3: Amount actually draw in foreign currencies were translated based on the exchange rate at the reporting date.

Note 4: SAME START LIMITED (Anguilla) had canceled the financing amount on the meeting of Board of directors at November, 2020.

  • (ii) Guarantees and endorsements for other parties:
No. Name of
guarantor
Counter-party of
guarantee and
endorsement
Counter-party of
guarantee and
endorsement
Limitation on

amount of
guarantees and
endorsements for a
specific enterprise
(note 1)
Highest

balance for
guarantees
and
endorsements
during the
period
Balance of
guarantees
and
endorsements as
of reporting date
(Note 3)

Actual usage
amount during
the period


Property
pledged for
guarantees and
endorsements
(Amount)
Ratio of
accumulated
amounts of
guarantees and
endorsements
to net worth of
the latest financial
statements

Maximum
amount for
guarantees
and
endorsements
Parent company
endorsements/
guarantees to
third parties on
behalf of
subsidiary
Subsidiary
endorsements/
guarantees
to third parties
on behalf of
parent
company
Endorsements/
guarantees to
third parties
on behalf of
companies in
Mainland China
Name Relationship
with the
Company
(Note 2)
0


1
The
Company


KUNSHAN
NISHOKU
PLASTIC

SAME
START
(Anguilla)
NISHOKU
VIETNAM
NISHOKU
BOUEKI


SAME
START
(Anguilla)


3

2

2


1
1,337,174
1,337,174
1,337,174
940,123

514,250

1,144,044

159,260

15,125

113,920

1,127,808

156,960

-

-

113,920

40,000
-
-

-

-
-
2.56%
25.30%
3.52%
-
%

4,457,246

4,457,246

4,457,246

3,133,743
Y


N
N


N


Note 1: The amount and the total amount of the guarantee to a company shall not exceed 30% and 100%, respectively, of the Company net worth in the latest financial statements. The total amount of the guarantee that the Company and its subsidiaries to a company shall not exceed 100%, of the Company’s net worth in the latest financial statement. The Company directly or indirectly holds 100% of their shares, the guarantee amounts not limited by the Company’s net worth in the latest financial statement.

  • Note 2: The relationship of guarantor and endorsements to related parties were as follows:

  • 1) Business relationship between the Company

  • 2) The Company directly or indirectly holds over 50% of subsidiaries’ shares;

  • 3) The parent company and its subsidiaries holds over 50% of investees’ shares

  • 4) A subsidiary jointed owned over 50% by the Company and the Company's directly-owned subsidiary.

Note 3: Amount actually draw in foreign currencies were translated based on the exchange rate at the reporting date.

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(iii) Securities held as of December 31, 2020 (excluding investment in subsidiaries, associates and joint ventures):

Name of holder Nature and name
of securities
Relationship
with the
securitiesissuer
Account name Highest balance
during theyear
Highest balance
during theyear
Ending balance Ending balance Ending balance Ending balance Note
Shares/Units
(thousands)
Percentage of
ownership
(%)

Shares/Units
(thousands)
Carrying
value
Percentage of
**ownership (%) **
**Fair value **
The Company


SAME START
(Anguilla)

NISHOKU BOUEKI
NISHOKU
SHENZHEN
KUNSHAN
NISHOKU
PLASTIC
The Company



JPMorgan Funds - Global
Corporate Bond
Fund - JPM Global
Corporate Bond
Allianz Income and
Growth - Class AT Acc
BlackRock Global
Fund - Global Allocation
Fund
Bond of oversea
PineBridge preferred
securities income fund
Allianz Income and
Growth - Class AT Acc
Fixed income financial
instruments

Fixed income financial
instruments
Allianz Global Investors
Income and Growth Fund
PineBridge Global ESG
Quantitative Bond Fund
PineBridge Global
Multi - Strategy High
Yield Bond Fund
FSITC US Top 100 Bond
Fund
Nomura Global Financial
Bond Fund Accumulate

None











Financial assets at fair
value through profit or
loss - current







Financial assets at fair
value through profit or
loss - non current




-
-
-
-
-
-
-
-

-
-
-
-
-
-
%
-
%
-
%
-
%
-
%
-
%
-
%
-
%
-
%
-
%
-
%
-
%
-
%

-

-

-

-

-

-

-

-

-

-

-

-

-
8,578
11,412
8,634
6,247
12,343
5,696
393,964
218,869
38,573
23,257
38,461
13,075
13,073

-
%

-
%

-
%

-
%

-
%

-
%

-
%

-
%

-
%

-
%

-
%

-
%

-
%

8,578

11,412

8,634

6,247

12,343

5,696

393,964

218,869

38,573

23,257

38,461

13,075

13,073












(iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20% of the capital stock:

Name of
company
Category
and
name of
security
Account
name
Name of
counter-part
y
Relationship

with the
company
Beginning Balance Beginning Balance Purchases Purchases Sales Sales Sales Sales Ending Balance Ending Balance
Shares Amount Shares Amount Shares Price Cost Gain (loss)
on disposal
Shares Amount
KUNSHAN
NISHOKU
PLASTIC


Fixed
income
financial
instrument
l
Financial
assets at fair
value
through
profit or
oss-current





Agricltura
Bank o
China
Wells Fargo
Asse
Managemen
(Shanghai)
l
f
None

t
t
-
-
86,103
215,256

-

-
350,190
437,738

-

-
438,470
447,601

436,293

434,125

2,177

13,476

-

-
-
218,869

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Name of
company
Category
and
name of
security
Account
name
Name of
counter-part
y
Relationship
with the
company
Beginning Balance Beginning Balance Pur chases S ales Ending Balance Ending Balance
Shares Amount Shares Amount Shares Price Cost Gain (loss)
on disposal
Shares Amount
NISHOKU
SHENZHEN

Fixed
income
financial
instrument
Financial
assets at fair
value
through
profit or
loss-current





Wells Fargo
Asset
Management
(Shanghai)
Bank of
China





-
-
129,154
-

-
-
787,928
393,964

-

-
537,799
395,763

523,118

393,964

14,681

1,799

-

-
393,964
-
  • (v) Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock:None

  • (vi) Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock:None

  • (vii) Related-party transactions for purchases and sales with amounts exceeding the lower of NT$300 million or 20% of the capital stock:

Name of
company
Related party Nature of
relationship
Transaction details Transaction details Transaction details Transaction details Transactions with
terms different from
others
Transactions with
terms different from
others
Notes/Accounts receivable
(payable)
Notes/Accounts receivable
(payable)


Note
Purchase/
Sale
Amount Percentage of
total
purchases/sales
Payment
terms
Unit price Payment
terms
Ending
balance
Percentage of
total
notes/accounts
receivable
(payable)
SAME
START
(Anguilla)
KUNSHAN
NISHOKU
PLASTIC
SAME
START
(Anguilla)
The Company
The Company
KUNSHAN
NISHOKU
PLASTIC
KUNSHAN
NISHOKU
PLASTIC
SAME
START
(Anguilla)

KUNSHAN
NISHOKU
PLASTIC


SAME START
(Anguilla)

The Company
SAME START
(Anguilla)
KUNSHAN
NISHOKU
PLASTIC


The Company


SAME START
(Anguilla)

KUNSHAN
NISHOKU
PLASTIC


Associate














Sale
Purchase
Sale
Purchase
Sale
Purchase
Sale
Purchase
(373,393)

373,393
(136,013)

136,013
(603,930)

603,930
(177,124)

177,124

(60)%

21%

(22)%

23%

(69)%

34%

(4)%

40%
Net
days






Note 1





Note 1





-
-
17,686
(17,686)
301,922
(301,922)
23,553
(23,553)
-%
-%

49%

(9)%

89%

(35)%

2%

(73)%
Note 2






Note 1: The subsidiaries did not purchase or sale same product from third parties, so the purchase (sale) price can not be compared. In addition, the receipt terms of related parties were not significant different to third parties.

Note 2: Transactions within the Group were eliminated in the consolidated financial statements.

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(viii) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the capital stock:

Name of
company
Counter-party Nature of
relationship
Ending
balance
Turnover
rate
Overdue Overdue Amounts received
in subsequent
period

Allowance
for bad debts
**Amount ** Action taken
The Company KUNSHAN NISHOKU
PLASTIC
Associate 301,922
4.00

-
93,395
-

Note 1: Until February 5, 2021. Note 2: Transactions within the Group were eliminated in the consolidated financial statements

  • (ix) Trading in derivative instruments: None.

(x) Business relationships and significant intercompany transactions:

The following is the information for the years ended December 31, 2020, business relationships and significant intercompany transactions with the amounts exceeding NT$10 million:

(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
No.
(Note 1)
Name of
company
Name of
counter-party
Nature of
relationship
(Note 2)
Intercompany transactions,
Account name Amount Trading terms Percentage of the
consolidated net
revenue or total
assets
0




1
2




The Company




NISHO
BOUEKI
START
(Anguilla)




SAME STAR
(Anguilla)

KUNSHAN NIS

NISH
VIETNAM
K
SAME STAR
(Anguilla)

NISH
SHENZHEN
KUNSHAN NIS


NISH
VIETNAM
1
1
H
3
3

3
3

3
H
3
3
3

3
3
Purchase
Account Payable
Sales
Account receivable
Other receivables
Sales
Purchase
Purchase
Account Payable
Sales
Sales
Account receivable
136,013
17,686
603,930
301,922
227,840
94,282
17,786
177,124
23,553
373,393
94,681
17,872

Note 3







Loans

Note 3











3%
-%
13%
4%
3%
2%
-%
4%
-%
8%
2%
-%

Note 1: “0” represents the parent company, and the others represent the subsidiaries.

Note 2: “1” represents the transactions from parent company to subsidiary.

  • “2” represents the transactions from subsidiary to parent company.

  • “3” represents the transactions between subsidiaries.

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Note 3: The trading price and product that purchase or sale from related parties that did not purchase or sale from third parties, so can not be compared. The payments terms were 90 days for related parties.

(b) Information on investees:

The following is the information on investees for the years ended December 31, 2020 (excluding information on investees in Mainland China):

Name of
investor
Name of
investee
Location Main
businesses
andproducts
Original investment amount Original investment amount Highest balance during the
year
Highest balance during the
year
Balance as of December 31, 2020 Balance as of December 31, 2020 Balance as of December 31, 2020 Net income
(losses)
of investee
Share of
profits/losses of
investee

Note
December 31,
2020

December 31,
2019
Shares
(thousands)
Percentage of
ownership
Shares
(thousands)
Percentage of
ownership

Carrying
value
Company


SUN NICE

SUN NICE
(SAMOA)
NISHOKU
BOUEKI
NISHOKU
VIETNAM

SAME
START
(Anquilla)
NISHOKU
HK
SUNNICE
(BVI)

SAMOA

Taiwan

Vietnam


Aquilla

HK

BVI
Holding
Purchase and
sales of
plastic raws
and parts
Manufacture
and sale of
tooling and
plastic
products
Purchase and
sale of mold
and plastic
products
Holding
1,096,194



1,000




508
(USD 16,500
thousand)



-
1,800,3
(USD 57,915
thousand)
585
(USD 17,948
thousand)

1,096,194

1,000
,
26
(USD 8,50
thousand)
-
6
1,800,
(USD 57,915
thousand)
,
58
(USD 17,948
thousand)

34,468

6,300
7

-
-

62,298
5

15,697

100%

100%
100%
-
%

100%

100%

34,468

6,300

-

-

62,298

15,697

100.00%

100.00%
100.00%
100.00%

100.00%

100.00%

4,510,300

114,781

113,468

223,799

3,431,369

895,933

751,704

7,464

2,581

245,005

351,353

155,154

753,882

10,741

2,890

245,005

351,353

155,154





Note 1: Transactions within the Group were eliminated in the consolidated financial statements

(c) Information on investment in Mainland China:

  • (i) The names of investees in Mainland China, the main businesses and products, and other information:
Name of
investee
Main businesses
and
products
Total
amount
of paid-in
capital
Method
of
investment
Accumulated
outflow of
investment from
Taiwan as of
January 1, 2019
Investment flows Investment flows Accumulated
outflow of
investment from
Taiwan as of
December 31,
2020
Net income
(losses)
of the
investee
Percentage
of
ownership
Investment
income
(losses)
(Note 1)
Book
value
(Note 1)
Accumu-lated
remittance of
earnings in
currentperiod
Outflow Inflow
NISHOKU
SHENZHEN
KUNSHAN
NISHOKU
PLASTIC

Manufacture and sale
of mold and plastic
products


Manufacture and sale
of mold and plastic
products


USD23,288
thousand


USD53,310
thousand
Indirect
investment
through
third area

(USD
thousand)
(USD
thousand)
-


-
-
-
(USD2
thousand)
1
(USD5
thousand)
(37,988)


544,500
100.00%
100.00%
(37,988)
544,500

1,163,612

3,133,743

475,841

473,544

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (ii) Limitation on investment in Mainland China:
Limitation on investment in Mainland China:
Accumulated Investment in
Mainland China as of
December 31, 2020
Investment Amounts
Authorized by Investment
Commission, MOEA
Upper Limit on
Investment
2,378,140 2,378,140 (Note 2)

Note 1: The above investment income (loss) in mainland China were based on financial statements audited by the Company’s auditors.

Note 2: The Company has received the certificate issue by the Industrial Development Bureau, Ministry of Economic Affairs, allowing it to start operating of its headquarters.

Note 3: Above investment amount within the Group were eliminated in the consolidated financial statements.

(iii) Significant transactions:

The significant inter-company transactions with the subsidiary in Mainland China, which were eliminated in the preparation of consolidated financial statements, are disclosed in “Information on ” significant transactions .

  • (d) Major shareholders:
Shareholding
Shareholders Name
Shares Percentage
Ji Teng Investment Limited 4,500,000
7.20%
Yun Ding Investment Limited 4,050,000
6.48%
CTBC Bank Trusted Custody investment account _Gold
Talent Co., Ltd.
3,897,856
6.23%
Jin Hong Investment Limited 3,600,000
5.76%
  • Note 1: This table is based on the last business day at the end of each quarter, and calculates that the total number of ordinary shares and special shares registration of non-physical securities (including treasury shares) that have been reached more than 5%. As for the share capital recorded in the company's financial report and the number of shares registration of non-physical securities may be have variance due to different calculation basis.

  • Note 2: The information that shareholders deliver shares to trust is disclosed by the individual trustee who set up the trust account. As for shareholders who handle the declaration of insider equity holdings of more than 10% of their shares in accordance with the Securities Exchange Act, their shareholdings include the shares held by them plus their delivery to the trust and have the right to make decisions on trust property, etc. For information on insider equity declaration, please refer to Market Observation Post.

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(14) Segment information:

  • (a) General information

The Group’s identifies its operating segments based on decision of the chief operating decision marker (CODM). The Group’s operating segments are in United States, Asia and Europe, etc. Those operating segments are be reportable segments. The Revenue from manufacture and supply electronic parts to clients. Since the strategy of each segment is different, its is necessary to separate them for management.

  • (b) Information about reportable segments and their measurement and reconciliations

The Group uses the internal management report that the chief operating decision maker reviews as the basis to determine resource allocation and make a performance evaluation. The internal management report includes profit before taxation, but not including any extraordinary activity and foreign exchange gain or losses because taxation, extraordinary activity, and foreign exchange gain or losses are managed on a group basis, and hence they are not able to be allocated to each reportable segment. In addition, not all reportable segments include depreciation and amortization of significant non-cash items. The reportable amount is similar to that in the report used by the chief operating decision maker.

The operating segment accounting policies are similar to those described in note 4 “significant ” accounting policies .

The Group treated inteersegment sales and transfers as third-party transactions. They are measuredat market price. The Group’s product revenues from geographical clients are as follows:

Revenue from
external customers
Reportable segment
profit or loss
Revenue from
external customers
Reportable segment
profit or loss
United States 2020 Total
4,808,261
Asia

530,621
Europe

2,668,964
Elimination

-
$
1,608,676

$
518,245



44,212



506,595


-

1,069,052

United States



2019

Total
3,957,144
Asia

856,421
Europe

1,303,473
Elimination

-
$
1,797,250

$
292,054



21,040



65,909


-

379,003

(Continued)

NISHOKU TECHNOLOGY INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (c) Product and service information

Revenue from external customers of the Group was as follows:

Product and Services
Plastic injection
Mold
Others
Total
2020
$ 4,433,079
372,894
2,288
2019

3,619,937

335,732
1,475

$
4,808,261

3,957,144
  • (d) Major customers

Sales to individual clients constituting over 10% of total revenue in 2020 and 2019 are summarized as follows:

Customer
Company A
Customer
Company A
2020
Amount
Percentage of
net sales
$
1,920,512
40
Amount
$
1,920,512

2019
Amount
Percentage of
net sales
$
1,077,350
27
Amount
$
1,077,350

169

Stock Code:3679

NISHOKU TECHNOLOGY INC.

Financial Statements

With Independent AuditorsReport For the Years Ended December 31, 2020 and 2019

Address: No.36, Ln.11, Huacheng Rd., Xinzhuang Dist., New Taipei City, Taiwan Telephone: 886-2-29983578

The independent auditors’ report and the accompanying only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and only financial statements, the Chinese version shall prevail.

Independent AuditorsReport

To the Board of Directors of Nishoku Technology Inc.:

Opinion

We have audited the financial statements of Nishoku Technology Inc. (“the Company”), which comprise the balance sheets as of December 31, 2020 and 2019, the statements of comprehensive income, changes in equity and cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matters for the Company’s financial statements are stated as follows:

Investments accounted for using equity method

Please refer to Note 4(h) “Investments in subsidiaries” and Note 5 “Significant accounting assumptions and judgments, and major sources of estimation uncertainty” of the financial statements.

Description of key audit matter

The Company’s investments accounted for using equity method are all subsidiaries of the Company. Based on the scope and nature of their businesses which may influence the outcome of their operations, the impairment assessment of accounts receivable, and net realizable value of inventories in certain subsidiaries required the Managements to make subjective judgments, which is the major source of estimation uncertainty. Therefore, the impairment assessment of accounts receivable, and valuation of inventories of the investments accounted for using equity method are the key audit matters for our audit.

How the matter was addressed in our audit :

Our principal audit procedures on the impairment assessment of accounts receivable of the investments accounted for using equity method included assessing whether the impairment of accounts receivable has been set aside in accordance with the Company’s policy, including inquiring from the Management if they had identified the debtors who have financial difficulties ; selecting a moderate number of samples from the account aging statements to ensure the accuracy of the statements, and understanding the reason on overdue accounts; assessing the uncollectable accounts receivable for the approriateness of impairment assessment of accounts receivable; assessing the appropriateness and adequacy for doubtful accounts made by the management based on the subsequent collection of accounts receivable. With respect to the evaluation of inventories, our principal audit procedures included: to understand whether the accounting policy for inventory evaluation is consistency with the Company; examine the accuracy of the aging of inventories by sampling and analyse the changes of the aging of inventories by comparison; retroactively inspecting the reasonability for allowance provided on inventory valuation in the past and compare it to the current year to ensure that the measurements and assumptions are reasonable; sampling the inventories sold in the subsequent period to assess whether the allowance for inventories are reasonable.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

’ Those charged with governance(including the Audit Committee) are responsible for overseeing the Company s financial reporting process.

AuditorsResponsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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

The engagement partners on the audit resulting in this independent auditors’ report are Cheng-Chien Chen and Sheng-Ho Yu.

KPMG

Taipei, Taiwan (Republic of China) February 26, 2021

Notes to Readers

The accompanying only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such only financial statements are those generally accepted and applied in the Republic of China.

The independent auditors’ audit report and the accompanying only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and only financial statements, the Chinese version shall prevail.

(English Translation of Financial Statements Originally Issued in Chinese.) NISHOKU TECHNOLOGY INC.

Balance Sheets

December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Assets
Current assets:
1100
Cash and cash equivalents (note 6(a))
1110
Current financial assets at fair value through profit or loss (note 6(b))
1170
Accounts receivable, net (notes 6(c) and 7)
130X
Inventories (note 6(d))
1470
Other current assets
1476
Other current financial assets (note 7)

Non-current assets:
1510
Non-current financial assets at fair value through profit or loss (note 6(b))
1535
Non-current financial assets at amortised cost, net (note 6(e))
1551
Investments accounted for using equity method (notes 6(f) and 7)
1600
Property, plant and equipment (note 6(f))
1755
Right-of-use assets (note 6(h))
1840
Deferred income tax assets (note 6(n))
1990
Other non-current asset
December 31, 2020
Amount
%
$ 455,105
6
28,624 -
338,261
5
37,504
1
17,922 -
235,257
3
December 31, 2019
Amount
%

816,639
12

-
-

66,264
1

9,135 -

5,958 -
4,727
-
902,723
13

-
1

-
-

5,366,167
80

307,741
5

4,964 -

92,093
1
4,474
-
5,775,439
87
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (note 6(i))
2110
Short-term notes and bills payable (note 6(j))
2170
Notes and accounts payable
2180
Accounts payable to related parties (note 7)
2280
Current lease liabilities (note 6(l))
2300
Other current liabilities

Non-Current liabilities:
2540
Long-term borrowings (note 6(k))
2570
Deferred tax liabilities (note 6(n))
2580
Non-Current lease liabilities (note 6(l))
2650
Credit balance of investments accounted for using equity method
(notes 6(f) and 7)

Total liabilities
Equity attributable to owners (note 6(o)):
3110
Ordinary share
3140
Advance receipts for share capital
3200
Capital surplus
Retained earnings:
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings

3400
Other equity interest
Total equity
December 31, 2020 December 31, 2020 December 31, 2020
Amount % Amount
1,112,673
15


1,115,870
15
823,726
12
126,439
2
1,124,961
15
4,738,549
64
299,596
4
1,529 -
16,903 -
4431
-


1,200,000
16
1,000,000
15
651,965
9
788,088
12
-
-
1,548 -
-
-
121,340
2

1,851,965
25
1,910,976
29


2,967,835
40
2,734,702
41
,
6,312,408
85
624,462
8
622,962
9


2,993
-
-
-

968,882
13
959,124
14


538,129
7
504,367
8
337,817
5
199,839
3
2,295,422
31
1,994,985
30


3,171,368
43
2,699,191
41


(310,459)
(4)
(337,817)
(5)




4,457,246
60
3,943,460
59

$ 7,425,081 100 6,678,162 100

Total liabilities and equity

$ 7,425,081 100 6,678,162 100

Total assets

See accompanying notes to financial statements.

(English Translation of Financial Statements Originally Issued in Chinese.) NISHOKU TECHNOLOGY INC.

Statements of Comprehensive Income

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars , Except Earnings Per Share)

4110
Sales revenue (notes 6(r) and 7)
4170
Less: Sales returns
Net Operating revenues
5000
Operating costs(notes 6(d), (g), (m), 7 and 12)
5910
Less: Unrealized profit from sales
Gross profit from operations
6000
Operating expenses(notes 6(c), (g), (m), (p) and 12)
6100
Selling expenses
6200
Administrative expenses
6300
Research and development expenses
6450
Expected credit loss (gain)
Net operating loss
Non-operating income and expenses:
7010
Other income (note 6(t))
7020
Other gains and losses, net (note 6(u))
7050
Finance costs, net
7070
Share of profit of associates and joint ventures accounted for using
equity method, net
Total non-operating income and expenses
7900
Profit before tax
7950
Less: Income tax expenses (note 6(n))
Profit
8300
Other comprehensive income (loss):
8360
Items that may be reclassified subsequently to profit or loss
8361
Exchange differences on translation of foreign operations
8399
Income tax related to components of other comprehensive income
that will be reclassified to profit or loss (note 6(n))
8300
Other comprehensive income (after tax)
8500
Total comprehensive income
Basic earnings per share
9750
Basic earnings per share (NT dollars) (note 6(q))
9850
Diluted earnings per share (NT dollars) (note 6(q))
2020 %

100
-
2019 %

100
-
Amount
$ 869,936
736
Amount

309,608
296
869,200
590,028

100
68

309,312
232,141

100
75

43,843
5
-
-

235,329
27 77,171 25

7,147
123,665
9,559
401

1

14

1
-


6,496

99,630

11,169
(179)

2

32

4
-
140,772 16
117,116
38

94,557
11
(39,945)
(13)

14,427
(75,308)
(16,649)
767,513

2

(9)

(2)
88



15,470

(25,482)

(17,100)
481,764


5

(8)

(6)
156

689,983
79
454,652
147

784,540
63,178

90
7


414,707
77,085

134
25

721,362
83
337,622
109

34,198
(6,840)

4
1


(172,472)
34,494
(56)
11

27,358
3
(137,978)
(45)

$
748,720
86

199,644

64

$
11.57 5.42
$ 11.51 5.39

See accompanying notes to financial statements.

(English Translation of Financial Statements Originally Issued in Chinese.) NISHOKU TECHNOLOGY INC.

Statements of Changes in Equity

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2019
Profit for the year ended December 31, 2019
Other comprehensive income for the year ended December 31, 2019
Total comprehensive income for the year ended December 31, 2019
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve appropriated
Cash dividends of ordinary share
Stock option compensation cost
Balance at December 31, 2019
Profit for the year ended December 31, 2020
Other comprehensive income for the year ended December 31, 2020
Total comprehensive income for the year ended December 31, 2020
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve appropriated
Cash dividends of ordinary share
Stock option compensation cost
Issuance of shares exercise of employee stock option
Balance at December 31, 2020
Share capital Share capital Capital
surplus
Retained earnings Retained earnings Retained earnings Other equity
interest

Total equity

3,927,570
Exchange
differences on
translation of

foreign
financial
statements
Ordinary
shares
Advance
receipts for
share capital
Legal reserve Special reserve Unappropriated
retained
earnings
$ 622,962
-
955,989
480,192

181,708
1,886,558

(199,839)

-
-

-
-

-
-


-
-



-
337,622
-
-



-
(137,978)


337,622

(137,978)
- - - - -
337,622


(137,978)



199,644
-
-
-
-
-
-
-
-
-
-
-
3,135
24,175
-
-

-


-
(24,175)
18,131
(18,131)
-
(186,889)
-
-



-

-

-
-


-
-
(186,889)
3,135
622,962
-
-

-
-
-

959,124
-
-


504,367
-
-

199,839
1,994,985
-
721,362
-
-

(337,817)

-
27,358


3,943,460
721,362

27,358
- - - - -
721,362


27,358



748,720
-
-
-
-
1,500
-
-
-
-

2,993
-
-
-
1,283

8,475
33,762
-
-

-

-


-
(33,762)
137,978
(137,978)
-
(249,185)
-
-
-
-



-

-

-
-
-


-
-
(249,185)
1,283
12,968

$
624,462



2,993



968,882


538,129

337,817
2,295,422

(310,459)


4,457,246

See accompanying notes to financial statements.

(English Translation of Financial Statements Originally Issued in Chinese.) NISHOKU TECHNOLOGY INC.

Statements of Cash Flows

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:
Profit before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation and amortization expense
Expected credit loss (gain)
Interest expense
Net gain arising from derecognition of financial assets measured at amortised cost
Interest income
Stock option compensation cost
Share of profit of subsidiaries accounted for using equity method
Loss on disposal of property, plant and equipment
Unrealized profit (loss) from sales
Recognition losses on (reversal of) inventory valuation and obsolescence
Others
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Changes in operating assets:
Financial assets at fair value through profit or loss
Notes and accounts receivables (including related parties)
Inventories
Other current assets and other financial assets
Changes in operating liabilities:
Notes and accounts payables (including related parties)
Other current liabilities
Total changes in operating assets and liabilities
Total adjustments
Cash outflow generated from operations
Interest received
Interest paid
Income taxes paid
Net cash flows used in operating activities
Cash flows from (used in) investing activities:
Acquisition of financial assets at amortised cost
Acquisition of Non-Current financial assets at fair value through profit or loss
Acquisition of investments accounted for using equity method
Cash dividends from investments accounted for using equity method
Proceeds from capital reduction of subsidiaries accounted for using equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in other receivables due from related parties
Increase in other non-current assets
Net cash flows from (used in) investing activities
Cash flows from (used in) financing activities:
Increase (decrease) in short-term borrowings
Increase (decrease) in short-term notes and bills payable
Proceeds from long-term borrowings
Payment of lease liabilities
Cash dividends paid
Exercise of employee share options
Net cash flows from (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
2020
$ 784,540
12,534
401
16,649
(2,940)
(11,113)
1,283
(767,513)
-
43,843
564
-
2019

414,707

17,414

(179)

17,100

-

(11,025)

3,135

(481,764)
11

-

(121)
(3,374)
(706,292)
(458,803)

(28,490)
(272,398)
(28,933)
(15,971)


-

53,980

(1,182)
1,665

(345,792)

54,463

116,330
36,376


(27,558)
11,389

152,706

(16,169)

(193,086)

38,294

(899,378)

(420,509)

(114,838)
12,974
(16,602)
(120,166)


(5,802)

9,133

(17,009)
(5,944)

(238,632)

(19,622)

(1,124,961)
(123,633)
(241,120)
1,505,266
-
(188)
-
(227,840)
(722)


-

-

-

46,478
678,296

(169)
2,320

-
(413)

(213,198)

726,512

280,000
(150,000)
200,000
(3,487)
(249,185)
12,968


(50,000)

50,000

100,000

(3,487)

(186,889)
-

90,296
(90,376)

(361,534)
816,639


616,514
200,125

$
455,105

816,639

See accompanying notes to financial statements.

(English Translation of Financial Statements Originally Issued in Chinese) NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

(1) Company history

NISHOKU TECHNOLOGY INC. (the “Company”) was incorporated in year 1980, as a company limited by shares and registered under the Ministry of Economic Affairs, ROC. The Company conducted an IPO on the Taiwan Stock Exchange (TWSE) on October 5, 2011. The Company primarily is involved in the manufacture and sale of plastic injection mold, tooling manufacturing and general import and export Trade.

(2) Approval date and procedures of the financial statements:

These financial statements were authorized for issue by the board of directors on February 26, 2021.

(3) New standards, amendments and interpretations adopted:

  • (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. (“FSC”) which have already been adopted.

The Company has initially adopted the following new amendments, which do not have a significant impact on its financial statements, from January 1, 2020:

  • Amendments to IFRS 3 “Definition of a Business”

  • Amendments to IFRS 9, IAS39 and IFRS7 “Interest Rate Benchmark Reform”

  • Amendments to IAS 1 and IAS 8 “Definition of Material”

  • Amendments to IFRS 16 “COVID-19-Related Rent Concessions”

  • (b) The impact of IFRS issued by the FSC but not yet effective

The Company assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2021, would not have a significant impact on its consolidated financial statements:

  • Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9”

  • Amendments to IFRS 9, IAS39, IFRS7, IFRS 4 and IFRS 16 “Interest Rate Benchmark Reform - ” Phase 2

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

  • (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC

The Company does not expect the following new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its consolidated financial statements:

  • Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture”

  • IFRS 17 “ Insurance Contracts” and amendments to IFRS 17 “ Insurance Contracts”

  • Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”

  • “ - ”

  • ● Amendments to IAS 16 Property, Plant and Equipmentt Proceeds before Intended Use

  • “ - ”

  • ● Amendments to IAS 37 Onerous Contracts Cost of Fulfilling a Contract

  • Annual Improvements to IFRS Standards 2018-2020

  • Amendments to IFRS 3 “Reference to the Conceptual Framework”

(4) Summary of significant accounting policies:

The accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language financial statements, the Chinese version shall prevail.

The significant accounting policies presented in the financial statements are summarized below. Except for those specifically indicated, the following accounting policies are applied consistently throughout the periods presented in the financial statements.

  • (a) Statement of compliance

These financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter, referred to as “ the Regulations”).

  • (b) Basis of preparation

  • (i) Basis of measurement

Except for the financial instruments at fair value through profit or loss are measured at fair value, the financial statements have been prepared on a historical cost basis.

  • (ii) Functional and presentation currency

The functional currency is determined based on the primary economic environment in which the Company operates. The financial statements are presented in New Taiwan dollars, which is the Company’s functional currency. All financial information presented in New Taiwan dollars has been rounded to the nearest thousand.

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

(c) Foreign currencies

(i) Foreign currency transaction

Transactions in foreign currencies are translated into the respective functional currencies of the Company at the exchange rates at the dates of the transactions. At the and of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of transaction.

(ii) Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the presentation currency at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the Company’s presentation currency at the average rate. Exchange differences are recognized in other comprehensive income.

When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Company disposes of any part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interest. When the Company disposes of only part of its investment in an associate or a joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

When the settlement of a monetary receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future. Exchange differences arising from such a monetary item that are considered to form part of the net investment in the foreign operation are recognized in other comprehensive income.

  • (d) Classification of current and non-current assets and liabilities

An asset is classified as current under one of the following criteria, and all other assets are classified as non-current.

  • (i) It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) It is expected to be realized within twelve months after the reporting period; or

  • (iv) The asset is cash or a cash equivalent (as defined in IAS 7) unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

A liability is classified as current under one of the following criteria, and all other liabilities are classified as non-current.

  • (i) It is expected to be settled in the normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) It is due to be settled within twelve months after the reporting period; or

  • (iv) The Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by issuing equity instruments do not affect its classification.

(e) Cash and cash equivalents

Cash comprises cash on hand and demand deposits. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Time deposits, which meet the above definition and are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes, should be recognized as cash equivalents.

(f) Financial instruments

Trade receivables are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

(i) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

On initial recognition, a financial asset is classified as measured at: amortized cost or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

1) Financial assets measured at amortized cost

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

  • ‧ it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

  • ‧ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

  • 2) Fair value through profit or loss (FVTPL)

All financial assets not classified as amortized cost described as above are measured at FVTPL, including derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.

  • 3) Impairment of financial assets

The Company recognizes loss allowances for expected credit losses (ECL)on financial assets measured at amortized cost (including cash and cash equivalents, notes and accounts receivables, other receivables, guarantee deposit paid and other financial assets).

The Company measures loss allowances at an amount equal to lifetime expected credit loss (ECL), except for the following which are measured as 12-month ECL:

  • ‧ debt securities that are determined to have low credit risk at the reporting date;and

  • ‧ other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

Loss allowance for trade receivables are always measured at an amount equal to lifetime ECL.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.

12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 month after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Company ’ s historical experience and informed credit assessment as well as forward-looking information.

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the financial asset.

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.

The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For corporate customers, the Company individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Company expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company’s procedures for recovery of amounts due.

  • 4)

Derecognition of financial assets

The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

The Company enters into transactions whereby it transfers assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.

  • (ii) Financial liabilities and equity instruments

  • 1) Classification of debt or equity

Debt and equity instruments issued by the Company are classified as financial liabilities or equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

2) Equity instrument

An equity instrument is any contract that evidences residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are recognized as the amount of consideration received, less the direct cost of issuing.

3) Treasury shares

When shares recognized as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity, and the resulting surplus or deficit on the transaction is recognized in capital surplus or retained earnings (if the capital suplus is not sufficient to be written down).

4) Other financial liabilities

Financial liabilities are classified as measured at amortized cost, which comprise loans and borrowings, and trade and other payables. Interest expense and foreign exchange gains and losses are recognized in profit or loss, and is included in financial costs under non-operating income or expenses. Any gain or loss on derecognition is also recognized in profit or loss.

5) Derecognition of financial liabilities

The Company derecognizes a financial liability when its contractual obligation are discharged or cancelled, or expired. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value. On derecognition of a financial liability, the difference between the carrying amount of a financial liability extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

6) Offsetting of financial assets and liabilities

Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

(iii) Derivative financial instruments

The Company holds derivative financial instruments to hedge its foreign currency and interest rate exposures. Embedded derivatives are separated from the host contract and accounted for separately if the host contract is not a financial asset and certain criteria are met.

Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally recognized in profit or loss.

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

(g) Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the weighted-average method and includes expenditure incurred in acquiring the inventories, production or conversion costs, and other costs incurred in bringing them to their present location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity.

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

(h) Investment in subsidiaries

Investments in subsidiaries are accounted for using the equity method. There is no difference between net income and comprehensive income in the Company’s financial statements and net income and comprehensive income attributable to stockholders of the parent. The equity in the Company’s financial statements and the equity attributable to stockholders of the parent in the Company’s consolidated financial statements are also the same.

Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

  • (i) Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.

(ii) Subsequent cost

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.

  • (iii) Depreciation

Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment.

Land is not depreciated.

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:

  • 1) Buildings: 50 years

  • 2) Accessory equipment of buildings: 8~10 years

  • 3) Machinery and equipment: 3~8 years

  • 4) Office and other equipment: 3~8 years

Depreciation methods, useful lives, and residual values are reviewed at each reporting date and adjusted if appropriate.

  • (j) Lease

  • (i) Identifying a lease

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:

  • - – the contract involves the use of an identified asset this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified; and

  • - the customer has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and

  • the customer has the right to direct the use of the asset throughout the period of use only if either:

  • (1) the customer has the right to direct how and for what purpose the asset is used throughout the period of use; or

  • (2) the relevant decisions about how and for what purpose the asset is used are predetermined and:

  • - the customer has the right to operate the asset throughout the period of use, without the supplier having the right to change those operating instructions; or

  • - the customer designed the asset in a way that predetermines how and for what purpose it will be used throughout the period of use.

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

(ii) As a leasee

The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

  • fixed payments, including in-substance fixed payments;

  • - variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

  • amounts expected to be payable under a residual value guarantee; and

  • payments for purchase or termination options that are reasonably certain to be exercised.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:

  • there is a change in future lease payments arising from the change in an index or rate; or

  • there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee; or

  • - there is a change in the lease term resulting from a change of its assessment on whether it will exercise an option to purchase the underlying asset, or

  • - there is a change of its assessment on whether it will exercise a extension or termination option; or

  • there is any lease modifications

When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Company accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.

The Company presents right-of-use assets that do not meet the definition of investment and lease liabilities as a separate line item respectively in the statement of financial position.

The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

  • (k) Research and development

Expenditure on research activities is recognized in profit or loss as incurred.

Development expenditure is capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Company intends to, and has sufficient resources to, complete development and to use or sell the asset. Otherwise, it is recognized in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost, less accumulated amortization and any accumulated impairment losses.

  • (l) Impairment of non-financial assets

At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognized in profit or loss. They are allocated to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

  • (m) Revenue from contracts with customers

Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring goods to a customer. The Company recognizes revenue when it satisfies a perfarmance obligation by transferring control of a good or a service to a customer. The accounting policies for the Company’s main types of revenue are explained below.

(i) Sale of goods

The Company manufactures and sells plastic goods and molds. The Company recognizes revenue when control of the products has transferred, a point in time when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Company has objective evidence that all criteria for acceptance have been satisfied.

A receivable is recognized when the goods are delivered, since this is the point in time when the Company has a right to receive an amount of consideration unconditionally.

(ii) Financing components

The Company does not expect to have any contracts which the period between the transfer of the promised goods to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.

(n) Employee benefits

(i) Defined contribution plans

Obligations for contributions to defined contribution plans are expensed as the related service is provided.

(ii) Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

(o) Share-based payment

The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognized as employee expenses, with a corresponding increase in equity, over the vesting period that the employees become unconditionally entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.

For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

Grant date of a share-based payment award is the date which the board of directors authorized the price and number of a new award.

  • (p) Income taxes

Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes shall be recognized in profit or loss.

Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.

Deferred taxes arise due to the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:

  • (i) temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits (losses) at the time of the transaction;

  • (ii) temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

  • (iii) taxable temporary differences arising on the initial recognition of goodwill.

Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date.

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

Deferred tax assets and liabilities are offset if the following criteria are met:

  • (i) the Company has a legally enforceable right to set off current tax assets against current tax liabilities; and

  • (ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:

  • 1) the same taxable entity; or

  • 2) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax asset are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefits will be realized; such reductions are reversed when the probability of future taxable profits improves.

(q) Earnings per share

The Company discloses the basic and diluted earnings per share attributable to ordinary shareholders of the Company. The calculation of basic earnings per share is the profit attributable to the ordinary shareholders of the Company divided by the weighted-average number of ordinary shares outstanding. The calculation of diluted earnings per share is the profit attributable to ordinary shareholders of the Company dividend by the weighted-average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares.

  • (r) Operating segments

Please refer to Company’s consolidated financial statements for the years ended December 31, 2020 and 2019, for further details.

(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty:

The preparation of the financial statements in conformity with the Regulations requires management to make judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

The management continues to monitor the accounting estimates and assumptions. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the following period.

There are no critical judgment made in applying the accounting policies that have significant effects on amounts recognized in financial statements.

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment with the following year is as follows:

  • (a) The loss allowance of accounts receivable of subsidiaries accounted for using equity method

The Group has estimated the loss allowance of trade receivable that is based on the risk of a default occurring and the rate of expected credit loss. The Group has considered historical experience, current economic conditions and forward-looking information at the reporting date to determine the assumptions to be used in calculating the impairments and the selected inputs.

  • (b) Valuation of inventories of subsidiaries accounted for using equity method

As inventories are stated at the lower of cost or net realizable value, the Group estimates the net realizable value of inventories for obsolescence and unmarketable items at the end of the reporting period and then writes down the cost of inventories to net realizable value. The net realizable value of the inventory is mainly determined based on assumptions as to future demand within a specific time horizon. Due to the rapid industrial transformation, there may be changes in the net realizable value of inventories.

The Company’s accounting policies include measuring financial and non-financial assets and liabilities at fair value through profit or loss.

The Company’s financial instrument valuation group conducts independent verification on fair value by using data sources that are independent, reliable, and representative of exercise prices. This financial instrument valuation group also periodically adjusts valuation models, conducts back-testing, renews input data for valuation models, and makes all other necessary fair value adjustments to assure the rationality of fair value. The Company strives to use market observable inputs when measuring assets and liabilities. Different levels of the fair value hierarchy to be used in determining the fair value of financial instruments are as follows:

  • (a) Level 1: quoted prices (unadjusted) in active markets for identifiable assets or liabilities.

  • (b) Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

  • (c) Level 3: inputs for the assets or liability that are not based on observable market data.

For any transfer within the fair value hierarchy, the impact of the transfer is recognized on the reporting date. Please refer to note 6(v) for assumptions used in measuring fair value.

(6) Explanation of significant accounts:

  • (a) Cash and cash Equivalents
Cash and demand deposits
Time deposits
Bond acquired under repurchase agreement
Cash and cash equivalents in the statement of cash flows
December 31,
2020
$ 198,785
-
256,320
December 31,
2019

94,589
107,440
614,610

$
455,105

816,639

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

Please refer to note 6(v) for the interest rate risk and sensitivity analysis of the financial assets and liabilities of the Company.

  • (b) Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss
Fund investments-current
Fund investments-non-current
Please refer to Note 6(e) for fund investments-non-current.
December 31,
2020
$
28,624
December 31,
2019
-

$
126,439
-

As of December 31, 2020 and 2019, the Company did not provide any financial assets as collateral for its loans.

  • (c) Notes and accounts receivable (including related parties)
Notes receivable
Accounts receivable
Less:Loss allowance
December 31,
2020
$ -
338,740
(479)
December 31,
2019
74

66,268
(78)

$
338,261

66,264

The Company applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information. The loss allowance provisions were determined as follows:

Current
0 to 120 days past due
More than 1 year past due
Total
December 31, 2020 December 31, 2020 December 31, 2020
Loss allowance
provision
-
-
479
Gross carrying
amount
$ 338,099
162
479
Weighted-aver
age loss rate

-%

0%~1%
100%
$
338,740
479

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

Current
0 to 120 days past due
Total
December 31, 2019 December 31, 2019 December 31, 2019
Loss allowance
provision
-
78
Gross carrying
amount
$ 63,062
3,206
Weighted-aver
age loss rate

-%
0%~1%

$
66,268
78

The movement in the allowance for notes and accounts receivables were as follows:

Blance at January 1
Impairment losses recognized (reversed)
Amounts written off
Balance at December 31
2020
$ 78
401
-
2019

2,931

(179)
(2,674)
$
479

78
  • (d) Inventories
Raw materials
Work in process
Finished goods
Merchandise
December 31,
2020
$ 1,683
755
2,683
32,383
December 31,
2019

2,583

984

5,568
-

$
37,504
9,135

For the years ended 2020, raw material, consumables, and changes in the finished goods and work in progress recognized as cost of sale amounted to $590,028 thousand and $232,141 thousand, respectively. For the years ended 2020, the Company recognized the losses (reversal gains) on inventory valuation and obsolescence as cost of goods sold amounting to $564 thousand and $(121) thousand, respectively.

As of December 31, 2020 and 2019, the Company did not provide any inventories as collateral for its loans.

  • (e) Non-current financial assets at amortized cos
Restricted bank deposit December 31,
2020
$
1,124,961
December 31,
2019
-

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

In May and July, 2020, the Company applied to IRS for the application of “The Management, Utilization, and Taxation of Repatriated Offshore Funds Act” (hereinafter referred to as the “Act”), and the remittance was approved within one month. According to the Act, the funds need to be deposited in a special-purpose account for five years, and 5% of the funds can be used without restriction, 25% can be used on financial investment, and 70%, at least, can be used for substantive investment; Otherwise, the funds can only be redeemed within 3 consecutive years on average after the five years maturity. Please refer to Note 6(b) for financial investments.

  • (f) Investments accounted for using equity method and credit balance of investments accounted for using equity method

A summary of the Company’s financial information for investments accounted for using the equity method at the reporting date is as follows:

Subsidiaries
Subsidiaries-credit balance of investments accounted for using
equity method
December 31,
2020
$
4,738,549
December 31,
2020
$
4,738,549
December 31,
2019
5,366,167



$
(121,340)
  • (i) Please refer to the Company’s consolidated financial statements for the year ended December 31, 2020, for details of subsidiaries.

  • (ii) As of December 31, 2020 and 2019, the Company did not provide any investments accounted for using the equity method as collateral for its loans.

  • (g) Property, plant and equipment

The cost, depreciation and impairment loss of the property, plant and equipment of the Company for the years ended December 31, 2020 and 2019, were as follows:

Cost or deemed cost:
Balance on January 1, 2020
Additions
Disposals
Balance on December 31, 2020
Balance on January 1, 2019
Additions
Disposals
Balance on December 31, 2019
Land Building Machinery
and
equipment
Office and
other
equipment
Total
417,437
188
(810)
$ 179,672
218,832
15,250
-
-
188
-
-
-

3,683

-
(810)
$
179,672
218,832
15,438


2,873

416,815



$ 179,672
218,832
17,954
-
-
86
-
-
(2,790)



3,600

83

-

420,058
169
(2,790)

$
179,672
218,832
15,250


3,683

417,437

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

Depreciation and impairments loss:
Balance on January 1, 2020
Depreciation
Disposals
Balance on December 31, 2020
Balance on January 1, 2019
Depreciation
Disposals
Balance on December 31, 2019
Carrying amounts:
Balance on December 31, 2020
Balance on December 31, 2019
Land Building Machinery
and
equipment
Office and
other
equipment
Total
109,696
8,333
(810)
$ -
-
-
94,855
11,939
6,885
940
-
-

2,902

508
(810)
$
-
101,740
12,879


2,600

117,219
$ -
-
-


83,787
11,384
11,068
1,279
-
(724)



2,350

552

-

97,521
12,899
(724)
$
-

94,855
11,939


2,902

109,696


$
179,672
117,092
2,559



273

299,596



$
179,672
123,977
3,311


781

307,741

As of December 31, 2020 and 2019, the property, plant and equipment of the Company had not been pledged as collateral.

(h) Right-of-use assets

The Company leases vehicles. Information about leases for which the Company as a lessee was presented below:

Cost:
Balance at December 31, 2020 (equal to balance at January 1, 2020)
Balance at December 31, 2019 (equal to balance at January 1, 2019)
Accumulated depreciation and impairment losses:
Balance at January 1, 2020
Depreciation for the year
Balance at December 31, 2020
Balance at January 1, 2019
Depreciation for the year
Balance at December 31, 2019
Carrying amount:
Balance at December 31, 2020
Balance at December 31, 2019
Vehicles
$
8,399

$
8,399

$ 3,435
3,435

$
6,870

$ -
3,435

$
3,435

$
1,529

$
4,964
  • (i) Short-term borrowings

The Short-term borrowings were summarizes as follows:

Credit loans, no pledge
Interest rate range
December 31,
2020
$
790,000
December 31,
2020
$
790,000
December 31,
2019
510,000

0.78%~0.83%

0.90%~0.96%

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

  • (j) Short-term notes and bills payable

The short-term notes and bills payable were summarized as follows:

Commercial paper payable
Less: Discount on short-term notes and
bills payable
Total
(k)
Long-term borrowings
December 31, 2019
Guarantee or
acceptance
institution
Range of interest
rates (%)
Amount
Mega Bills
0.732%
$ 150,000
(6)
$
149,994
December 31, 2019
Guarantee or
acceptance
institution
Range of interest
rates (%)
Amount
Mega Bills
0.732%
$ 150,000
(6)
$
149,994
December 31, 2019
Guarantee or
acceptance
institution
Range of interest
rates (%)
Amount
Mega Bills
0.732%
$ 150,000
(6)
$
149,994
Guarantee or
acceptance
**institution **
Range of interest
rates (%)
Mega Bills 0.732%

$
149,994

The detail were as follows:

Unsecured bank loans
Unsecured bank loans
December 31, 2020 December 31, 2020 Amount
$
1,200,000
Currency Interest rate
range
Maturity year
NTD 0.95%~0.98%
2022
December 31, 2019

Amount
$
1,000,000
Currency Interest rate
range
Maturity year
NTD 1.0%~1.19% 2021

Please refer to note 6(v) for the exchange rate risk, the interest rate risk, and the sensitivity analysis of the financial assets and liabilities of the Company.

(l) Lease liabilities

Current
Non-current financial assets
For the maturity analysis, please refer to note 6(v).
The amounts recognized in profit or loss was as follows:
Interest expenses on lease liabilities
The amounts recognized in the statement of cash flows for the
Total cash outflow for leases
December 31,
2020
December 31,
2019

3,446
1,548
2019

82
$
1,548

$
-
$
3,487

(Continued)

Notes to the Financial Statements

NISHOKU TECHNOLOGY INC.

(m) Employee benefits

The Company allocates 6% of each employee’s monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under these defined contribution plans, the Company allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.

The pension costs incurred from the contributions to the Labor Insurance amounted to $2,337 thousand and $2,303 thousand for the years ended December 31, 2020 and 2019, respectively.

(n) Income taxes

  • (i) The components of income tax in the years 2020 and 2019 were as follows:
Current tax expense
Deferred tax expense (benefit)
2020
$ 130,951
(67,773)
2019

2,161
74,924

$
63,178

77,085
  • (ii) The amounts of income tax profit recognized in other comprehensive income or loss for 2020 and 2019 was as follows:
Foreign currency translation differences for foreign
operations
2020
$
6,840
2019
(34,494)

(iii) Reconciliation of income tax and profit before tax for 2020 and 2019 was as follows:

Profit excluding income tax
Income tax using the Company’s domestic tax rate
Tax incentive- Repatriated offshore funds
Change in unrealized deferred tax assets
Undistributed earnings additional tax
Prior year’s income tax adjustment and others
2020
$ 784,540
2019
414,707

156,908
(177,211)
75,540
-
7,941


82,941

-

-
628
(6,484)

$
63,178

77,085
  • (iv) Deferred tax assets and liabilities

  • 1) Unrecognized deferred tax assets

The unrealized deferred tax assets were as follows:

Unrealized investment losses December 31,
2020
$
75,540
December 31,
2019

-

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

2) Recognized deferred tax liabilities

There were no unrecognized deferred tax assets and liabilities of the Company, and the changes in the amounts of deferred tax liabilities for the years ended 2020, were as of follows:

Deferred tax liabilities
Balance at January 1, 2020
Recognized in profit or loss
Foreign currency translation
differences for foreign operations
Balance at December 31, 2020
Balance at January 1, 2019
Recognized in profit or loss
Recognized in other comprehensive
income or loss
Balance at December 31, 2019
Investment
income
recognized under
the equity
method

Foreign currency
translation
differences for
foreign
operations

Others

3) Recognized deferred tax assets

Changes in the amounts of deferred tax assets for 2020 and 2019 were as follows:

Deferred tax assets
Balance at January 1, 2020
Recognized in profit or loss
Recognized in other
comprehensive income or
loss
Balance at December 31, 2020
Balance at January 1, 2019
Recognized in profit or loss
Recognized in other
comprehensive income or
loss
Balance at December 31, 2019
Investment
income
recognized under
the equity
method
Loss on inventory
**valuation **

Foreign currency
translation
differences for
foreign
operations
Unused tax losses
carry forwards
Others **Total **
$ (75,540)
(447)
(320)
(12,540)
(3,246)
(92,093)
75,540
(113)
-
12,540
(11,317)
76,650
-
-
(1,460)
-
-
(1,460)


$
-
(560)
(1,780)
-
(14,563)
(16,903)




$ (60,532)
(471)
(1,011)
-
(966)
(62,980)
(15,008)
24
-
(12,540)
(2,280)
(29,804)
-
-
691
-
-
691
$
(75,540)
(447)
(320)
(12,540)
(3,246)
(92,093)

(v) The Company income tax returns have been examined by the tax authority through the years up to 2018, only 2017 income tax returns of The Company has been under review respectively.

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

(o) Capital and other interests

On December 31, 2020 and 2019, the total share capital of the Company were both $1,500,000 thousand, and the denomination per share was $ 10, both with a total of 150,000 thousand shares (all including employee stock option, and the amount of shares that can be subscribed is $20,000 thousands). As of that date, both 62,446 thousand shares and 62,296 thousand shares whose legal registration procedure for the authorized capital stock is completed. All issued shares were paid up upon issuance.

The issued and registered shares of common stock in 2020 and 2019 were as follows (expressed in thousands of shares)

Balance on January 1
Exercise of employee stock option
Balance on December 31
Ordinary shares
2020
2019
62,296
62,296
150
-
Ordinary shares
2020
2019
62,296
62,296
150
-
2020
62,296
150
62,446
62,296

(i) Issuance of common stock

The Company issued 195 thousand shares, with par value of $10 per share for the exercise of employee stock options in 2020. Therein 150 thousand shares were completed the legal registration procedures. As of December 31, 2020 there were still 45 thousand shares whose legal registration procedure are unfinished.

(ii) Capital surplus

The balances of capital surplus as of 2020, were as follows:

Share capital
Employee share options
December 31,
2020
$ 958,419
10,463
December 31,
2019

949,944
9,180

$
968,882

959,124

According to the ROC Company Act, capital surplus can only be used to offset a deficit, and only the realized capital surplus can be used to increase the common stock or be distributed as cash dividends. The aforementioned realized capital surplus includes capital surplus resulting from premium on issuance of capital stock and earnings from donated assets received. According to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, capital increases by transferring paid-in capital in excess of par value should not exceed 10% of the total common stock outstanding.

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

(iii) Retained earnings

The Company’s article of incorporation stipulate that, when allocating the profit for each fiscal year, the Company shall first offset its losses in previous years. Of the remaining profit, 10% is to be appropriated as legal reserve, until the accumulated legal reserve equals the Company’s paid-in capital. Aside from the aforesaid legal reserve, the Company shall appropriate or reverse another sum as special earnings reserve in accordance with relevant laws or regulations or requested by the authorities in charge. The remaining profit together with any undistributed retained earnings shall be distributed according to the distribution plan proposed by the Board of Directors and submitted to the stockholders’ meeting for approval.

According to the amendment of the of Article 240 and Article 241 of the ROC Company Act, the Company authorized the distributable dividends and bonuses in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.

Before the distribution of dividends, the Company shall first take into consideration its operating environment, industry developments, and the long-term interests of stockholders, as well as its programs to maintain operating efficiency and meet its capital expenditure budget and financial goals in determining the stock or cash dividends to be paid. The dividend to be distributed shall be no less than 10% of the current-year retained earnings available for distribution only if the current-year retained earnings available for distribution does not reach $0.5 per share, the Company may decide not to distribute dividend. The dividend to be distributed may be in the form of cash and stock, and cash dividend in the distribution shall not be less than 30%.

1) Legal reserve

According to the amendment of the ROC Company Act, the Company must retain 10% of its after-tax annual earnings as legal reserve until such retention equals the amount of total capital. When a company incurs no loss, it may, pursuant to a resolution by a shareholders ’ meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.

2) Special reserve

In accordance with Ruling No. 1010012865 issued by the FSC on April 6, 2012, a portion of current-period earnings and undistributed prior-period earnings shall be set aside as special earnings reserve during earnings distribution. The amount to be set aside should equal the current-period total net reduction of other shareholders’ equity. Similarly, a portion of undistributed prior-period earnings shall be set aside as special earnings reserve (and can not be distributed) to account for cumulative changes to other shareholders’ equity pertaining to prior periods. Amounts of subsequent reversals pertaining to the net reduction of other shareholders’ equity shall qualify for additional distributions. As of December 31, 2020, special earnings reserve amounted to $337,817 thousand.

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

3) Earnings distribution

Earnings distribution for 2019 and 2018 were decided via the general meeting of shareholders held on June 16, 2020, and June 18, 2019, respectively. The relevant dividend distributions to shareholders were as follows:

Dividend to shareholders
Cash
2019 2019 2018
Payout
per share
Amount

3.0
186,889
Payout
per share
Amount

249,185
Payout
per share
$ 4.0
3.0

(p) Share-based payment

  • (i) The Company issued 600 units of employee stock options, at 1,000 shares per unit, to its employees and its subsidiaries’ who met certain requirements on July 28, 2017. The duration of the employee stock options is five year. 50%, 75%, and 100% of the stock options are exercisable 2 years, 3 years, and 4 years, respectively, after the grant date. Those qualified employees are entitled to purchase the shares at the closing price of ordinary shares of the Company on the same day. After the grant of the stock options, any changes in the ordinary shares of the Company, the exercise price of the share options will be adjusted according to the prescribed formula.

(ii) Details of the employee stock options were as follows:

Outstanding at January 1
Granted during the year
Forfeited during the year
Exercised during the year
Outstanding at December 31
Exercisable at December 31
The weighted average price of
the stock options
2020 2020 2019
Weighted
average
exercise price
Number of
options

75.40
560
-
-

-
(120)

-
-

70.80 (note)
440

220

18.15
2019
Weighted
average
exercise price
Number of
options

75.40
560
-
-

-
(120)

-
-

70.80 (note)
440

220

18.15
Weighted
average
exercise price
Number of
options

440
-
(10)
(195)
Weighted
average
exercise price
$ 70.80 (note)
-
-
66.50
66.50 (note)


75.40
-

-

-

70.80 (note)



235
135
$
18.15

(Note) The Company adjusted the exercise price of stock options according to its requirements for issuance stock options.

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

The details of the stock options of the Company were as follows:

Weighted average of remaining contractual period
(years)
December 31,
2020
December 31,
2019
1.57 2.57
  • (iii) The Company used the Black-Scholes pricing model in measuring the fair value of the share-based payment at the grant date. The measurement inputs were as follows:
Exercise price (NT dollars)
Share price at grant date (NT dollars)
Expected dividend (%)
Expected volatility (%)
Risk-free interest rate (%)
Expected life (years)
2017 employee
**stock option **
81.80
81.80
- %
26.78%~27.89%
0.67%~0.73%
5
  • (iv) For the years ended December 31, 2020 and 2019, the expenses attributable to share based payment amounted to $1,283 thousand and $3,135 thousand, respectively.

(q) Earnings per share

(i) Basic earnings per share

The calculation of basic earnings per share for the years ended December 31, 2020 and 2019, was based on the profit attributable to ordinary shareholders of the Company and the weighted-average number of ordinary shares outstanding, calculated as follows:

Profit attributable to ordinary shareholders of the
Company
Weighted-average number of ordinary shares
(thousand shares)
Basic earnings per share (NT dollars)
2020
$
721,362
2019

337,622

62,321



62,296

$
11.57



5.42

(ii) Diluted earnings per share

The calculation of diluted earnings per share for the years ended December 31, 2020 and 2019, were based on the profit attributable to the ordinary shareholders of the Company and the weighted-average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares, calculated as follows:

Profit attributable to ordinary shareholders of the
Company (diluted)
2020
$
721,362
2019

337,622

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

Weighted-average number of ordinary shares (diluted) (thousand shares)

Weighted-average number of ordinary shares (basic)
Effect of employee stock bonus
Weighted-average number of ordinary shares
(diluted)
Diluted earnings per share
(r)
Revenue from contracts with customers
(i)
Details of revenue
Primary geographical markets
North America
Asia
Europe
Major products
Plastic injection
Mold
Others
(ii)
Contract balances
December 31,
2020
Contract liabilities
$
8,843
2020
62,321
327
2019
62,296
373
62,669
5.39
2019

187,678

66,100

55,534
62,648

11.51
2020
$ 186,114
653,511
29,575

$
869,200



309,312

$ 718,768
140,870
9,562



162,935

144,931

1,446

$
869,200



309,312

December 31,
2019

5,445


January 1, 2019
5,395

For details of accounts receivable, please refer to note 6 (c).

The major change in the balance of contract liabilities is the advance consideration received from customers for the contracts, in which revenue is recognized when products are delivered to customers. The amount of revenue recognized for the years ended December 31, 2020 and 2019, which was included in the contract liability balance at the beginning of the period, was $5,445 thousand and $5,395 thousand, respectively.

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

  • (s) Employee, board of directors' compensation

In accordance with the Articles of incorporation the Company should contribute no less than 1% of the profit as employee compensation and not exceed 5% as directors’ remuneration when there is profit for the year. However, if the Company has accumulated deficits, the profit should be reserved ’ to offset the deficit. The recipients of shares and cash may include the employees of the Company s affiliated companies who meet certain conditions.

For the years ended December 31, 2020 and 2019, the Company estimated its employee remuneration amounting to $30,000 thousand and $22,100 thousand, and directors’ remuneration amounting to $11,705 thousand and $7,925 thousand, respectively. The estimated amounts mentioned above are calculated based on the net profit before tax, excluding the remuneration to employees, directors of each period, multiplied by the percentage of remuneration to employees, directors as specified in the Company’s articles. These remunerations were recognized as operating costs or operating expenses during 2020 and 2019. If the Board of Directors decide to distribute compensation for employees by shares, the numbers of shares to be distributed would be calculated based on the closing price of the Company’s ordinary shares one day before the date of the meeting of Board of Directors. The related information please refer to Market Observation Post. The amounts, as stated in the financial statements, are identical to those of the actual distributions for 2020 and 2019.

  • (t) Other revenue
Interest income
Others
2020
$ 11,113
3,314
2019

11,025
4,445

$
14,427

15,470
  • (u) Other gains and losses

The other gains and losses for the years ended December 31, 2020 and 2019 were as follows:

Foreign exchange losses, net
Gains on financial assets at fair value through profit or loss
Losses on disposal of property, plant and equipment, net
2020
$ (78,248)
2,940
-
2019

(25,471)

-
(11)
$
(75,308)

(25,482)

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

(v) Financial Instruments

(i) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, which arises from the Company’ s accounts receivable and investments.

1) Accounts receivable and others receivables

For credit risk exposure of note and accounts receivables, please refer to note 6(c).

The Company has established a credit policy under which each new customer is analyzed individually for creditworthiness before the Company’s standard payment and delivery terms and conditions are offered. The Company’s review includes external ratings, when available, and in some cases bank references. These criterias are reviewed periodically.

2) Investment

The credit risk exposure in bank deposits, fixed-income investment, and other financial instruments is measured and monitored by the Company’s finance department. As the Company deals with banks and other external parties with good credit standing and with financial institutions, corporate organizations, and government agencies which are graded above investment level, the management believes their counterparts do not have significant default risk, therefore, the credit risk is insignificant.

3) Credit risk exposure

As of December 31, 2020 and 2019, the Company’s maximum exposure to credit risk was mainly from the carrying amount of financial assets recognized in the statements of financial position and amounted to $2,308,647 thousand and $887,630 thousand, respectively. The Company had deposited these bank deposits in different financial institutions, and the Company believes that there is no significant credit risk from the above mentioned financial institutions.

4) Concentration of credit risk

The credit risk exposure of the Company comes from the credit of individual customers, and the industry of the customer also have effect on credit risk. For the years ended December 31, 2020 and 2019, sales to the individual customers whose revenue constituting over 10% of net revenue are 84% and 48% of total revenues respectively. As of December 31, 2020 and 2019, 89% and 46%, of accounts receivable were for those customers, respectively,.

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

(ii) Liquidity risk

The following table shows the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.

December 31, 2020
Non-derivative financial liabilities
Short-term borrowings
Long-term borrowings
Notes and accounts payables
(including related parties)
Lease liabilities
Other financial liabilities
December 31, 2019
Non-derivative financial liabilities
Short-term borrowings
Short-term notes and bills payable
Long-term borrowings
Notes and accounts payables
(including related parties)
Lease liabilities
Other financial liabilities
Carrying
amount
$ 790,000
1,200,000
194,484
1,548
11,605
Contractual
cash flows
within
1 year
1-2 years 2-5 years

790,638

1,220,867

194,484

1,548

11,605

790,638

11,492

194,484

1,548

11,605

-

1,209,375

-

-

-
-

-
-
-
-

$
2,197,637



2,219,142



1,009,767


1,209,375

-

$ 510,000
149,994
1,000,000
78,154
4,994
9,627



510,347

150,000

1,018,915

78,154

4,994

9,627



510,347

150,000

10,730

78,154

3,446

9,627



-

-

1,008,185

-

1,548

-

-
-

-
-

-
-

$
1,752,769



1,772,037



762,304


1,009,733

-

The Company does not expect that the cash flows included in the maturity analysis could occur significantly earlier or at significantly different amounts.

(iii) Market risk

1) Exchange rate risk

The Company’s significant exposure to foreign currency risk on financial assets and liabilities was as follows:

Financial assets
Monetary Items
USD
CNY
Financial liabilities
Monetary Items
USD
December 31, 2020 December 31, 2020 December 31, 2019
Foreign
currency
Exchange
rate
NTD

27,234
29.980
816,470

51
4.305
218

2,314
29.980
69,380
Foreign
currency
Exchange
rate
$ 65,578
28.480
51
4.377
6,258
28.480
NTD

1,867,649

222

178,233

(Continued)

NISHOKU TECHNOLOGY INC. Notes to the Financial Statements

The Company’s exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, accounts receivable, accounts payable and other payables that are denominated in foreign currency.

A weakening (strengthening) of 1% of the NTD against the USD and CNY at December 31, 2020 and 2019, would have increased or decreased the net profit before tax by $16,896 thousand and $7,473 thousand, respectively. The analysis assumes that all other variables remain constant and ignores any impact of forecasted sales and purchases. The analysis is performed on the same basis for both periods.

Since the Company has many kinds of functional currency, the information on foreign exchange gain (loss) on monetary items is disclosed by total amount. For years 2020 and 2019, foreign exchange gain (including realized and unrealized portions) amounted to $78,248 thousand and $25,471 thousand, respectively.

2) Interest rate analysis

The details of financial instruments exposed to interest rate risk were as follows:

Fixed-rate instruments:
Financial assets
Financial liabilities

Variable-rate instruments:
Financial assets
Financial liabilities
Carrying amount
December 31,
2019

722,050
(659,994)
December 31,
2020
$ 256,320
(1,090,000)

$
(833,680)

62,056

$ 198,685
(900,000)


94,489
(1,000,000)

$
(701,315)

(905,511)

The sensitivity analysis is based on the exposure to the interest rate risk of nonderivative financial instruments on the reporting date. Regarding liabilities with variable interest rates, the analysis is based on the assumption that the amount of liabilities outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases 1 basis points when reporting to management internally, which also represents the Company management ’ s assessment of the reasonably possible interest rate change.

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

If the interest rate had increased / decreased by 1 basis points, the Company’s net income would have decreased / increased by $1,753 thousand and $2,264 thousand for the years ended December 31, 2020 and 2019, with all other variable factors remaining constant. This is mainly due to the Company’s borrowing at variable rates and bank deposits in variable-rate bills.

  • (iv) Fair value of financial instruments

  • 1) Fair value of financial instruments

The fair value of financial assets at fair value through profit or loss is measured on a recurring basis. The carrying amount and fair value of the Company’s financial assets, including the information on fair value hierarchy were as follows; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, and lease liabilities, disclosure of fair value information is not required:

Financial assets at fair value through
profit or loss
Current Fund investment
Non-Current Fund investment
Financial assets measured at amortized
cost
Cash and cash equivalents
Notes and accounts receivable, net
Other financial assets-current
Refundable deposits
Non-Current financial assets
measured at amortized cost

Financial liabilities at amortized cost
Long and short term borrowings
Notes and accounts payables
(including related parties)
Lease liabilities
Other payables
December 31, 2020 December 31, 2020 December 31, 2020
Carrying
amounts
$
28,624
Fair Value Total
28,624
Level 1
28,624
Level 2
-
Level 3
-

$
126,439

126,439
- -
126,439


$ 455,105
338,261
235,257
3,830
1,124,961








$
2,157,414

$ 1,990,000
194,484
1,548
11,605

$
2,197,637

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

Financial assets measured at amortized
cost
Cash and cash equivalents
Notes and accounts receivable, net
Other financial assets-current
Refundable deposits

Financial liabilities at amortized cost
Long and short term borrowings
Short-term notes and bills payable
Notes and accounts payables
(including related parties)
Lease liabilities
Other payables
December 31, 2019 December 31, 2019 December 31, 2019
Carrying
amounts

$ 816,639
66,264
4,727
3,830
Fair Value
Level 1






Level 2 Level 3 Total

$
891,460

$ 1,510,000
149,994
78,154
4,994
9,627

$
1,752,769
  • 2) Valuation techniques for financial instruments measured at fair value

  • a) Non-derivative financial instruments

A financial instrument is regarded as being quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm ’ s-length basis. Whether transactions are taking place ‘regularly’ is a matter of judgment and depends on the facts and circumstances of the market for the instrument.

Quoted market prices may not be indicative of the fair value of an instrument if the activity in the market is infrequent, the market is not well-established, only small volumes are traded, or bid-ask spreads are very wide. Determining whether a market is active involves judgment.

  • b) Derivative financial instruments

Measurement of the fair value of derivative instruments is based on the valuation techniques generally accepted by market participants. Fair value of forward currency is usually determined by the forward currency exchange rate.

  • 3) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement

The Company’s financial instruments that use Level 3 inputs to measure fair value are derivative financial assets. The financial assets’ fair value are using third-party pricing information. The unobservable inputs are not set up as the Company measures fair value, therefore, the quantified information of significant unobservable inputs are not disclosed.

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

  • (w) Financial risk management

  • (i) Structure of risk management

The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect any changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

’ The board of directors monitors the management to ensure compliance with the Company s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The board of directors is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the board of directors.

  • (ii) The Company have exposed to the following risks from its financial instruments:

  • 1) Credit risk

  • 2) Liquidity risk

  • 3) Market risk

For more disclosures about the quantitative effects of these risks exposures and the Company’ s objectives, policies and processes for measuring and managing the above mentioned risks, please refer to note 6(v).

  • (x) Capital management

The Company manages capital to safeguard the capacity to continue to operate and to safeguard the certainly and stability of its financial resources. The management uses the asset-liability ratio to manage capital. As of December 31, 2020 and 2019, the Company’s Equity to Asset ratios were 60% and 59%, respectively. There were no changes in the Company’s approach to capital management as of December 31, 2020.

  • (y) Investing and financing activities not affecting current cash flow

The Company’s investing and financing activities which did not affect the current cash flow in the years ended December 31, 2020 and 2019, were as follows:

  • (i) For acquisition of right-of-use assets, please refer to note 6(h).

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

(ii) Reconciliation of liabilities arising from financing activities were as follows:

Short-term borrowings
Short-term notes and bills payable
Long-term borrowings
Lease liabilities
Total liabilities from financing
activities
Short-term borrowings
Short-term notes and bills payable
Long-term borrowings
Lease liabilities
Total liabilities from financing
activities
January 1,
2020
Cash flows
Foreign
exchange
movement
and others
December
31, 2020
$ 510,000
280,000
-
790,000
149,994
(150,000)
6
-
1,000,000
200,000
-
1,200,000
4,994
(3,487)
41
1,548



$
1,664,988
326,513
47
1,991,548



January 1,
2019
Cash flows
Foreign
exchange
movement
and others
December
31, 2019
$ 560,000
(50,000)
-
510,000
99,985
50,000
9
149,994
900,000
100,000
-
1,000,000
8,399
(3,487)
82
4,994



$
1,568,384
96,513
91
1,664,988

(7) Related-party transactions:

(a) Names and relationship with related parties

The following are entities that have had transaction with related party during the periods covered in the financial statements.

Name of related party
NISHOKU BOUEKI CO., LTD.
NISHOKU TECHNOLOGY VIETNAM CO.,LTD.
SUN NICE LIMITED (SAMOA)
SAME START LIMITED (Anguilla)
NISHOKU HONG KONG HOLDING LTD.
SUN NICE LIMITED (BVI)
NISHOKU PLASTIC MOLD (SHENZHEN) CO., LTD.
KUNSHAN NISHOKU PLASTIC ELECTRONIC CO., LTD.
Relationship with the Company
The Company’s subsidiaries
The Company’s subsidiaries
The Company’s subsidiaries
The Company’s subsidiaries
The Company’s subsidiaries
The Company’s subsidiaries
The Company’s subsidiaries
The Company’s subsidiaries

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

  • (b) Significant transactions with related parties

  • (i) The amounts of sales by the Company to related parties and the outstanding balance were as follows:

Subsidiary company
KUNSHAN NISHOKU
PLASTIC ELECTRONIC
CO., LTD.
Other
Sales
2020
2019
$ 603,930
-
7,855
12
Sales
2020
2019
$ 603,930
-
7,855
12
Accounts receivable-related
parties
December 31,
2020
December 31,
2019
301,922
-
7,763
12
Accounts receivable-related
parties
December 31,
2020
December 31,
2019
301,922
-
7,763
12
2020
$ 603,930
7,855
December 31,
2020
301,922
7,763

$
611,785
12
309,685
12

The credit terms were 90 days for related parties. The general credit terms were 30 to 150 days for non-related parties. The product sale to related parties was different from other clients, therefore, the sales prices cannot be compared to other clients.

  • (ii) The amounts of purchase by the Company to related parties and the outstanding balance were as follows:
Subsidiary company
SAME START LIMITED
(Anguilla)
Other
Purchases
2020
2019
$ 136,013
169,220
65
300
Purchases
2020
2019
$ 136,013
169,220
65
300
Accounts payable- related
parties
December 31,
2020
December 31,
2019

17,686
68,588
-
-
Accounts payable- related
parties
December 31,
2020
December 31,
2019

17,686
68,588
-
-
2020
$ 136,013
65
December 31,
2020

17,686
-
$
136,078
169,520 17,686 68,588

The payment terms were 90 days for related parties. The general credit terms for vendors other than related parties are 60 to 120 days. The Company do not purchase the same product from other vendors, therefore, the purchase prices cannot be compared to other vendors.

  • (iii) Guarantees and endorsements

The amounts of guarantees notes issued as collateral for bank loans were as follows:

Guarantees notes issued
Actual usage amount
December 3
2020
December 31
2019
$
1,398,688
1,628,960
December 3
2020
December 31
2019
$
1,398,688
1,628,960

$
153,920

314,790

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

  • (iv) Loans to Related Parties

The loans to related parties were as follows:

Relationship
Subsidiary company:
NISHOKU TECHNOLOGY VIETNAM CO.,LTD.
December 3
2020
December 31
2019
$
227,840
-

The loans to related parties are unsecured. There are no expected credit loss required after the management’s assessment.

(v) Other

  • 1) The Company paid for operating expenses on behalf of Same Start (Anguilla) amounted to $37,675 thousand and $33,517 thousand for the years ended December 31, 2020 and 2019, respectively; besides that, there are some receivables not recovery (under other current financial assets) as follows:
SAME START (Anguilla) December 3
2020
December 31
2019
$
221
2,835
  • 2) The Company sold machinery and controlled items to NISHOKU VIETNAM and KUNSHAN NISHOKU PLASTIC during 2020 and 2019, and the unrealized gains incurred from these transactions are recorded as the deduction of the investments accounted for using equity method, and gains from disposal are recognized by years according to the period of expected use. The realized gains recognized during 2020 and 2019 were $2,486 thousand and $3,374 thousand, respectively.

(c) Transaction of key management personnel

  • (i) Key management personnel compensation

Key management personnel compensation comprise:

Short-term employee benefits
Post-employment benefits
Termination benefits
Other long-term benefits
Share-based payments
2020
$ 43,511
216
-
-
-
2019

33,859

216
-
-
-
34,075
$
43,727

(Continued)

Notes to the Financial Statements

NISHOKU TECHNOLOGY INC.

(8) Pledged assets:None

(9) Significant Commitments and Contingencies:

Please refer note 7 for guarantees to subsidiaries.

(10) Losses Due to Major Disasters: None

(11) Subsequent Events: None

(12) Other:

A summary of current-period employee benefits, depreciation, and amortization, by function, is as follows:

follows:
By function
By item

2020
2019
Operating
cost
Operating
expenses
Total Operating
cost
Operating
expenses
Total
Employee benefit expenses
Salary
Labor and health insurance
Pension
Remuneration of directors
Others
Depreciation
Amortization
14,385
1,574
769
-
1,139
5,294
25

89,581

3,473

1,568
12,265

1,895

6,474

741

103,966

5,047

2,337

12,265

3,034

11,768

766

13,317

1,555

775

-

942

8,281

78

66,638

3,197

1,528
7,735

1,615

8,053

1,002

79,955

4,752

2,303

7,735

2,557

16,334

1,080

The number of the Company’s employees and the additional information of employee benefits were as follows:

The number of employees
The number of directors who are not adjuncted
Average of employee benefit expenses
Average of employee salary expenses
Adjustment of employee salary expenses
Remuneration of supervisor
2020
76
2019
73
6 5
$
1,634
1,317

$
1,485

1,176

26.28%
$
-

(6.59)%
-

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Financial Statements

The Company compensation policies are as follows:

(a) Director of the Board:

The compensation paid to the directors includes remuneration and meeting travel allowances, which is not fixed monthly remuneration.

The compensation is in accordance with Article 20 of the Company’s Articles of Incorporation, the Company shall allocate at a maximum of 5% of the profit as remuneration to directors for the year, and the Company shall base on its determination of an individual director’s remuneration on the evaluation results of his or her performance.

(b) Managerial officer:

In addition to referring to the employee remuneration policy, the remuneration is determined by the Company's overall operating performance, the individual performance, contribution to the Company's operations, special achievements and peer salary levels.

Aforementioned directors’ and managers’ compensation is evaluated by the remuneration committee, and is submitted to the Board of Directors for resolution.

  • (c) Employees:

The salary for each employee is based on the Company’ s salary management regulations, which include the fixed salary, allowances, and the variable pay, as well as performance bonuses and special dividends. The rewards are given according to the seniority, rank, and work performance, etc..

(13) Other disclosures:

  • (a) Information on significant transactions:

The following is the information on significant transactions required by the “ Regulations Governing the Preparation of Financial Reports by Securities Issuers” for the Company:

(i) Loans to other parties:

==> picture [465 x 85] intentionally omitted <==

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

Highest
balance Actual Collateral
of financing usage Financing Maximum
to other Ending amount Reason for Allowance limit for each financing
Name of Name of Account Related parties during balance during the Interes Nature of Transaction short-term for bad borrowing limit for the
No. lender borrower name party the period (Note 2) period t rate financing amounts financing debt Item Value company lender
0 The NISHOKU Other Yes 296,300 284,800 227,840 0.95% Necessary to - Operating - - - 445,725 1,782,8
Company VIETNAM accounts loan other capital (Note 1) (Not
receivable parties
1 SAME 〃 〃 Yes 242,000 - - 1.03%~Necessary to - 〃 - - -
START 1.4%loan other (Note 3) (Note 3)
(Anguilla) parties
----- End of picture text -----

Note 1: The individual amount and the total amount for lending to a company shall not exceed 10% and 40% of the lending company’s net worth in the latest financial statement, respectively. The Company for lending to the Company directly or indirectly holds 100% of their shares, with the loan amount not limited and the total amounts not exceeding the lending company’s net worth in the last financial statement.

Note 2: Amount actually draw in foreign currencies were translated based on the exchange rate at the reporting date.

Note 3: SAME START LIMITED (Anguilla) had canceled the financing amount by the meeting of Board of Directors at November, 2020.

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Consolidated Financial Statements

(ii) Guarantees and endorsements for other parties:

No. Name of
guarantor
Counter-party of
guarantee and
endorsement
Counter-party of
guarantee and
endorsement
Limitation on

amount of
guarantees and
endorsements for a
specific enterprise
(note 1)
Highest

balance for
guarantees
and
endorsements
during the
period
Balance of
guarantees
and
endorsements as
of reporting date
(Note 3)

Actual usage
amount during
theperiod


Property
pledged for
guarantees and
endorsements
(Amount)
Ratio of
accumulated
amounts of
guarantees and
endorsements
to net worth of
the latest financial
statements

Maximum
amount for
guarantees
and
endorsements
Parent company
endorsements/
guarantees to
third parties on
behalf of
subsidiary
Subsidiary
endorsements/
guarantees
to third parties
on behalf of
parent
company
Endorsements/

guarantees to
third parties
on behalf of
companies in
Mainland China
Name Relationship
with the
Company
(Note 2)
0


1
The
Company


KUNSHAN
NISHOKU
PLASTIC

SAME
START
(Anguilla)
NISHOKU
VIETNAM
NISHOKU
BOUEKI


SAME
START
(Anguilla)


3

2

2


1
1,337,174
1,337,174
1,337,174
940,123

514,250

1,144,044

159,260

15,125

113,920

1,127,808

156,960

-

-

113,920

40,000
-
-

-

-
-
2.56%
25.30%
3.52%
-
%

4,457,246

4,457,246

4,457,246

3,133,743
Y


N
N


N


Note 1: The amount and the total amount of the guarantee to a company shall not exceed 30% and 100%, respectively, of the Company net worth in the latest financial statements. The total amount of the guarantee that the Company and its subsidiaries to a company shall not exceed 100%, of the Company’s net worth in the latest financial statement. The Company directly or indirectly holds 100% of their shares, the guarantee amounts not limited by the Company’s net worth in the latest financial statement.

Note 2: The relationship of guarantor and endorsements to related parties were as follows:

  • 1) Business relationship between the Company

  • 2) The Company directly or indirectly holds over 50% of subsidiaries’ shares;

  • 3) The parent company and its subsidiaries holds over 50% of investees’ shares

  • 4) A subsidiary jointed owned over 50% by the Company and the Company’s directly-owned subsidiary.

Note 3: Amount actually draw in foreign currencies were translated based on the exchange rate at the reporting date.

(iii) Securities held as of December 31, 2020 (excluding investment in subsidiaries, associates and joint ventures):

Name of holder Nature and name
of securities
Relationship with the
securitiesissuer

Account name
Ending balance Ending balance Ending balance Ending balance Note
Shares/Units
(thousands)
Carrying
value
Percentage of
**ownership (%) **
**Fair value **
The Company


SAME START (Anguilla)

NISHOKU BOUEKI
NISHOKU SHENZHEN
KUNSHAN NISHOKU
PLASTIC
The Company



JPMorgan Funds - Global Corporate
Bond Fund - JPM Global Corporate
Bond
Allianz Income and Growth - Class
AT Acc
BlackRock Global Fund - Global
Allocation Fund
Bond of oversea
PineBridge preferred securities
income fund
Allianz Income and Growth - Class
AT Acc
Fixed income financial instruments

Fixed income financial instruments
Allianz Global Investors Income and
Growth Fund
PineBridge Global ESG Quantitative
Bond Fund
PineBridge Global Multi - Strategy
High Yield Bond Fund
FSITC US Top 100 Bond Fund
Nomura Global Financial Bond Fund
Accumulate
None














Financial assets at fair value
through profit or loss - current







Financial assets at fair value
through profit or loss - non
current



-
-
-
-
-
-
-
-
-
-
-
-
-
8,578
11,412
8,634
6,247
12,343
5,696
393,964
218,869
38,573
23,257
38,461
13,075
13,073

-
%

-
%

-
%

-
%

-
%

-
%

-
%

-
%

-
%

-
%

-
%

-
%

-
%

8,578

11,412

8,634

6,247

12,343

5,696

393,964

218,869

38,573

23,257

38,461

13,075

13,073












(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Consolidated Financial Statements

(iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20% of the capital stock:

Name of
company
Category and
name of
security
Account
name
Name of
counter-party
Relationship
with the
company
Beginning Balance Beginning Balance Purchases Purchases Sales Sales Sales Sales Ending Balance Ending Balance
Shares Amount Shares Amount Shares Price Cost Gain (loss)
on disposal
Shares Amount
KUNSHAN
NISHOKU
PLASTIC

NISHOKU
SHENZHEN


Fixed income
financial
instruments


Fixed income
financial
instruments


Financial assets
at fair value
through profit or
loss-current



Financial assets
at fair value
through profit or
loss-current


Agricltural
Bank of China
Wells Fargo
Asset
Management
(Shanghai)


Wells Fargo
Asset
Management
(Shanghai)
Bank of China

None









-
-
-
-
86,103
215,256
129,154
-

-

-

-
-
350,190
437,738
787,928
393,964

-

-

-

-
438,470
447,601
537,799
395,763

436,293

434,125

523,118

393,964

2,177

13,476

14,681

1,799

-

-

-

-
-
218,869
393,964
-

(v) Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock:None

  • (vi) Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock:None

  • (vii) Related-party transactions for purchases and sales with amounts exceeding the lower of NT$100 million or 20% of the capital stock:

Name of
company
Related party Nature of
relationship
Transaction details Transaction details Transaction details Transaction details Transactions with
terms different from
others
Transactions with
terms different from
others
Notes/Accounts receivable
(payable)
Notes/Accounts receivable
(payable)


Note
Purchase/
Sale
Amount Percentage of
total
purchases/sales
Payment
terms
Unit price Payment
terms
Ending
balance
Percentage of
total
notes/accounts
receivable
(payable)
SAME
START
(Anguilla)
KUNSHAN
NISHOKU
PLASTIC
SAME
START
(Anguilla)
The Company
The Company
KUNSHAN
NISHOKU
PLASTIC
KUNSHAN
NISHOKU
PLASTIC
SAME
START
(Anguilla)

KUNSHAN
NISHOKU
PLASTIC


SAME START
(Anguilla)

The Company
SAME START
(Anguilla)
KUNSHAN
NISHOKU
PLASTIC


The Company


SAME START
(Anguilla)

KUNSHAN
NISHOKU
PLASTIC


Associate













Sale
Purchase
Sale
Purchase
Sale
Purchase
Sale
Purchase
(373,393)

373,393
(136,013)

136,013
(603,930)

603,930
(177,124)

177,124

(60)%

21%

(22)%

23%

(69)%

34%

(4)%

40%
Net
Days







Note 1






Note 1






-
-
17,686
(17,686)
301,922
(301,922)
23,553
(23,553)
-%
-%

49%

(9)%

89%

(35)%

2%

(73)%
Note2






(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Consolidated Financial Statements

  • Note 1: Payment term given to related parties and third parties were 60 days and 60 to 120 days, respectively. In addition, the Company did not buy same product from third part, so the purchase price cannot be compared.

  • Note 2: The subsidiaries did not purchase or sale same product from third parties, so the purchase (sale) price cannot be compared. In addition, the receipt terms of related parties were not significant different to third parties.

  • (viii) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the capital stock:

Name of
company
Counter-party Nature of
relationship
Ending
balance
Turnover
rate
Overdue Overdue Amounts received
in subsequent

period

Allowance
for bad debts
**Amount ** Action taken
The Company
KUNSHAN NISHOKU
PLASTIC
Associate 301,922
4.00

-
93,395
-

Note 1: Until February 5, 2021.

  • (ix) Trading in derivative instruments:Please refer to notes 6(v).

(b) Information on investees:

The following is the information on investees for the years ended December 31, 2020 (excluding information on investees in Mainland China):

Name of
investor
Name of investee Location Main
businesses and products
Original investment amount Original investment amount Balance as of December 31, 2020 Balance as of December 31, 2020 Balance as of December 31, 2020 Net income
(losses)
of investee
Share of
profits/losses of
investee

Note
December 31,
2020

December 31,
2019
Shares
(thousands)
Percentage of
ownership

Carrying
value
The Company


SUN NI
(SAMOA)

SUN NICE (SAMOA)
NISHOKU BOUEKI
NISHOKU VIETNAM
C
SAME START
(Anguilla)
NISHOKU HK
SUN NICE (BVI)
SAMOA
Taiwan
Vietnam

Anguilla
HK
BVI
Holding
Purchase and sales of
plastic raws and parts
Manufacture and sale of
tooling and plastic products
Purchase and sale of mold
and plastic products
Holding
1,096,194

1,000

508
(USD 16,500
thousand)

-
1,800,3
(USD 57,915
thousand)
585
(USD 17,948
thousand)

1,096,194

1,000
,
26
(USD 8,50
thousand)
-
6
1,800,
(USD 57,915
thousand)
,
58
(USD 17,948
thousand)

34,468

6,300
7

-
-

62,298
5

15,697

100.00%

100.00%
100.00%
100.00%

100.00%

100.00%

4,510,300

114,781

113,468

223,799

3,431,369

895,933

751,704

7,464

2,581

245,005

351,353

155,154

753,882

10,741

2,890

245,005

351,353

155,154





(c) Information on investment in mainland China:

  • (i) The names of investees in Mainland China, the main businesses and products, and other information:
Name of
investee
Main businesses
and
products
Total
amount
of paid-in
capital
Method
of
investment
Accumulated
outflow of
investment from
Taiwan as of
January 1, 2019
Investment flows Investment flows Accumulated
outflow of
investment from
Taiwan as of
December 31,
2020
Net income
(losses)
of the
investee
Percentage
of
ownership
Investment
income
(losses)
(Note 1)
Book
value
(Note 1)
Accumu-lated
remittance of
earnings in
current period
Outflow Inflow
NISHOKU
SHENZHEN

KUNSHAN
NISHOKU
PLASTIC

Manufacture and sale
of mold and plastic
products


Manufacture and sale
of mold and plastic
products


USD23,288
thousands


USD53,310
thousands
Indirect
investment
through
third area

(USD
thousand)
(USD
thousand)
-


-
-
-
(USD
thousand)
1
(USD
thousand)
2
(37,988)

5
544,500
100.00%
100.00%
(37,988)
544,500

1,163,612

3,133,743

475,841

473,544

(Continued)

NISHOKU TECHNOLOGY INC.

Notes to the Consolidated Financial Statements

  • (ii) Limitation on investment in Mainland China:
Accumulated Investment in
Mainland China as of
December 31, 2020
Investment Amounts
Authorized by Investment
Commission, MOEA
Upper Limit on
Investment
2,378,140 2,378,140 (Note 2)

Note 1: The above investment income (loss) in mainland China were based on financial statements audited by the Company’s auditors.

Note 2: The Company has received the certificate issue by the Industrial Development Bureau, Ministry of Economic Affairs when investing abroad, allowing it to start operating of its headquarters. As a result, there is no limitation on investment to Mainland China for the Company.

  • (iii) Significant transactions:

The significant inter-company transactions with the subsidiary in Mainland China, which were eliminated in the preparation of consolidated financial statements, are disclosed in “Information on ” significant transactions .

  • (d) Major shareholders:
Shareholding
Shareholders Name
Shares Percentage
Ji Teng Investment Limited 4,500,000
7.20%
Yun Ding Investment Limited 4,050,000
6.48%
CTBC Bank Trusted Custody investment account _Gold
Talent Co., Ltd.
3,897,856
6.23%
Jin Hong Investment Limited 3,600,000
5.76%
  • Note 1: This table is based on the last business day at the end of each quarter, and calculates that the total number of ordinary shares and special shares registration of non-physical securities (including treasury shares) that have been reached more than 5%. As for the share capital recorded in the company’s financial report and the number of shares registration of non-physical securities may be have variance due to different calculation basis.

  • Note 2: The information that shareholders deliver shares to trust is disclosed by the individual trustee who set up the trust account. As for shareholders who handle the declaration of insider equity holdings of more than 10% of their shares in accordance with the Securities Exchange Act, their shareholdings include the shares held by them plus their delivery to the trust and have the right to make decisions on trust property, etc. For information on insider equity declaration, please refer to Market Observation Post.

(14) Segment information:

Please refer to the Company’s consolidated financial statements for the years ended December 31, 2020 and 2019, for details.

220

6.6 Financial Difficulties Encountered By the Company and the Related Party in the Most Recent Year and Up to the Date of the Annual Report: None.

  • 221 -

7. Review of Financial Position, Management Performance and Risk Management

7.1 Financial Status

7.1.1 Analysis of Financial Status – Consolidated

.1.1 Analysis of Financial Status – Consolidated .1.1 Analysis of Financial Status – Consolidated .1.1 Analysis of Financial Status – Consolidated
Unit: NT$thousands;%
Year
Item
2020 2019 Difference
Amount
Current Assets 5,744,344 5,907,592 (163,248) -2.76%
Property, plant and
equipment
1,444,529 1,531,841 (87,312) -5.70%
Non-current assets 1,428,620 341,488 1,087,132 318.35%
Total Assets 8,617,493 7,780,921 836,572
10.75%
Current Liabilities 2,276,408 1,972,949 303,459
15.38%
Long-term liabilities 1,200,000 1,000,000 200,000 20.00%
Other liabilities 683,839 864,512 (180,673) -20.90%
Total Liabilities 4,160,247 3,837,461 322,786
8.41%
Capital stock 624,462 622,962 1,500
0.24%
Capital Surplus 968,882 959,124 9,758
1.02%
Retained earnings 3,171,368 2,699,191 472,177
17.49%
Total Stockholders'
Equity
4,457,246 3,943,460 513,786
13.03%
The reasons of the material change (significant current variations amounting to 20% and the amount of
changes reached NTD 10 million) of assets, liabilities and equity above in the later period and within 2
years and the responses of the Company. Please specify the future countermeasures if the effects are
significant:
(1) Increase of other non-current assets: It was mainly due to that after the inward remittance of dividend
distribution of the investees, such amount was classified under the financial assets at amortized cost-
non-current according to the account principles.
(2) Increase of long-term liabilities: It was mainly to the increase of the long-term borrowings from the
bank.
(3) Decrease of other liabilities: It was mainly due to the decrease of the deferred income tax liabilities.
Future countermeasures: None.

7.1.2 Analysis of Financial Status - Individual

Unit: NTD thousand; %

.1.2 Analysis of Financial Status - Individual Unit: NTD thousand;% Unit: NTD thousand;%
Year
Item
2020 2019 Difference
Amount
Current Assets 1,112,673 902,723 209,950
23.26%
Refers to investments
accounted for under
equitymethod.
4,738,549 5,366,167 (627,618) -11.70%
Property, plant and
equipment
299,596 307,741 (8,145) -2.65%
Non-current assets 1,274,263 101,531 1,172,732 1155.05%
Total Assets 7,425,081 6,678,162 746,919 11.18%
Current Liabilities 1,115,870 823,726 292,144
35.47%
Long-term liabilities 1,200,000 1,000,000 200,000
20.00%
Other liabilities 651,965 910,976 (259,011) -28.43%
Total Liabilities 2,967,835 2,734,702 233,133
8.52%
Capital stock 624,462 622,962 1,500
0.24%
Capital Surplus 968,882 959,124 9,758
1.02%
Retained earnings 3,171,368 2,699,191 472,177
17.49%
Total Stockholders'
Equity
4,457,246 3,943,460 513,786
13.03%
  • 222 -

The reasons of the material change (significant current variations amounting to 20% and the amount of changes reached NTD 10 million) of assets, liabilities and equity above in the later period and within 2 years and the responses of the Company. Please specify the future countermeasures if the effects are significant:

  • (1) Increase of current assets:It was mainly due to the increase of the revenue

  • (2) Increase of other assets: It was mainly due to that after the inward remittance of dividend distribution of the investees, such amount was classified under the financial assets at amortized cost- non-current according to the account principles.

  • (3) Increase of current liabilities: It was mainly to the increase of the short-term borrowings from the bank.

  • (4) Increase of long-term liabilities: It was mainly to the increase of the long-term borrowings from the bank.

Decrease of other liabilities: It was mainly due to the decrease of the deferred income tax liabilities Future countermeasures: None.

7.2 Operating Results

7.2.1Analysis of Operating Results - Consolidated

Unit: NTD thousand; %

Unit: NTD thousand;% Unit: NTD thousand;%
Year
Item
2020 2019 Difference
Amount
Net Sales 4,808,261 3,957,144 851,117 21.51%
Cost of Sales 3,268,381 3,078,431 189,950 6.17%
Gross Profit 1,539,880 878,713 661,167 75.24%
Operating Expense 470,828 499,710 (28,882) -5.78%
Results from
operating activities
1,069,052 379,003 690,049 182.07%
Non-operating
Income andExpenses
(194,495) 45,548 (240,043) -527.01%
Profit Before Tax 874,557 424,551 450,006 106.00%
Income Tax Expense 153,195 86,929 66,266 76.23%
Profit for the year 721,362 337,622 383,740 113.66%
The main reasons and expected sales volume of the significant changes (significant current
variations amounting to 20% and the amount of changes reached NTD 10 million) in operating
income, operating net profit and net profit before tax in the last two years that may affect the
company's future financial business and plan for the response:
(1) Increase of operating revenue, increase of profit, increase of operating income, increase of net
income before tax, increase of income tax expense and increase of net income of the year: It
was mainly due to the significant increase of the both 2020 consolidated revenue and profit.
(2)Decease of non-operating Income and expenses: It was mainly due to the relatively great
appreciation of NTD in 2020,andgreater exchange loss resulted from the exchange valuation。

7.2.2Analysis of Operating Results - Individual

Unit: NTD thousand;% Unit: NTD thousand;%
Year
Item
2020 2019 Difference
Amount
Net Sales 869,200 309,312 559,888 181.01%
Cost of Sales 590,028 232,141 357,887 154.17%
Gross Profit 235,329 77,171 158,158 204.94%
Operating Expense 140,772 117,116 23,656 20.20%
  • 223 -
Results from
operating activities
94,557 (39,945) 134,502 -336.72%
Non-operating
Income andExpenses
689,983 454,652 235,331 51.76%
Profit Before Tax 784,540 414,707 369,833 89.18%
Income Tax Expense 63,178 77,085 (13,907) -18.04%
Profit for the year 721,362 337,622 383,740 113.66%
The main reasons and expected sales volume of the significant changes (significant current
variations amounting to 20% and the amount of changes reached NTD 10 million) in operating
income, operating net profit and net profit before tax in the last two years that may affect the
company's future financial business and plan for the response:
(1) Increase of operating revenue, increase of operating cost, increase of gross profit, increase of
operating expense, increase of operating income, increase of net income before tax and increase
of net income of the year: It was mainly due to the significant increase of the both 2020
consolidated revenue and profit.
(2)Increase of non-operating Income and expenses: It was mainly due to the recognition of profit
of investees.
  • 7.2.3The possible impact and response plans regarding the expected sales volume and their basis:

The Company's sales in 2020 was based on the condition of overall supply and demand of the industry, and used the production capacity planning and past operating performance as basis which shall not pose any effect on the Company’s future financial business.

7.3 Analysis of Cash Flow

  • 7.3.1 Analysis of cash flows in the most recent year:

  • Consolidated Financial Statements

Unit: NTD thousand

Beginning
Cash Balance
Net Cash Flow
From
Operating
Activities
Throughout
The Year
Annual Cash
Outflows
Cash Surplus
(Deficit)
Remedial Measures
forCash Deficit
Remedial Measures
forCash Deficit
Investment
Plan
Financial
Plan
3,539,799 536,514 1,449,663 2,626,650 NA NA
1. Analysis of changes in cash flows
(1) Operating activities: Net cash inflows of NT$536,514 thousand, mainly due to operating
profits.
(2) Investment activities: Net cash inflows of NT$1,392,252 thousand, mainly due to the
purchase of machinery and equipment and expenditure of plant refurbishment.
(3) Financing activities: Net cash outflows of NT$79,005 thousand, mainly due to the
distribution of cash dividends.
(4) Effect of exchange rate changes and cash equivalents: NT$21,594 thousand
2. Expected remedies for cash deficits and liquidity analysis: No occurrence of cash deficits
and liquidity.

2. Non-Consolidated Financial Statements

Unit: NTD thousand Unit: NTD thousand
Beginning
Cash Balance
Net Cash Flow
From
Operating
Annual Cash
Outflows
Cash Surplus
(Deficit)
Remedial Measures
for Cash Deficit
Investment Financial
  • 224 -
Activities
Throughout
The Year
Plan Plan
816,639 238,632 122,902 455,105 NA NA
1. Analysis of changes in cash flows
(1) Operating activities: Net cash outflows of NT$238,632 thousand, mainly due to operating
profits and recovery of payment.
(2) Investment activities: Net cash outflows of NT$213,198 thousand, mainly due to the
capital reduction of the subsidiary and return of shares.
(3) Financing activities: Net cash inflows of NT$90,296 thousand, mainly due to the
distribution of cash dividends.
2. Expected remedies for cash deficits and liquidity analysis: No occurrence of cash deficits
and liquidity.

7.3.2 Remedy for Cash Deficit and Liquidity Analysis: Not applicable.

7.3.3 Cash Flow Analysis for the Coming Year:

1. Consolidated Financial Statements

Unit: NT$ thousand

Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand
Beginning Cash
Balance
Net Cash Flow
From Operating
Activities
Throughout The
Year
Annual Cash
Outflows
Cash Surplus
(Deficit)
Remedial Measures
forCash Deficit
Investment
Plan
Financial
Plan
2,626,650 617,552 989,672 2,254,530 NA NA
1. Analysis of changes in cash flows
(1) Operating business: Mainly due to the estimated stable coming year that generates cash inflows.
(2) Investment activities: Mainly due to the construction of the Phase 3 of the Vietnam Plant and
purchase of machinery and equipment.
(3) Financing activities: It was mainly due to the estimation of investment and financial instruments.
2. Expected remedies for cash deficits and liquidity analysis: No occurrence of cash deficits and
liquidity.

2. Non-Consolidated Financial Statements

Unit: NTD thousand

Beginning
Cash Balance
Net Cash Flow
From
Operating
Activities
Throughout
The Year
Annual Cash
Outflows
Cash Surplus
(Deficit)
Remedial Measures for
Cash Deficit
Remedial Measures for
Cash Deficit
Investment
Plan
Financial
Plan
455,105 1,293,291 653,223 1,095,173 NA NA
1. Analysis of changes in cash flows
(1) Operating activities: Mainly due to the return of earnings from offshore subsidiary in the
coming year.
(2) Investment activities: Mainly due to the estimated investment of financial products.
(3) Financing activities: Mainly due to the estimated distribution of cash dividends.
2. Expected remedies for cash deficits and liquidity analysis: No occurrence of cash deficits
and liquidity.
  • 225 -

7.4 Major Capital Expenditure Items:

The Company does not have material capital expenditure plans, it is therefore not applicable.

7.5 Investment Policy in the Last year, Main Causes for Profits or Losses, Improvement Plans and the Investment Plans for the Coming Year

7.5.1 Investment policy

The Company’s decision-making authority makes investments in consideration of operational needs or company’s future growth. Professional information is first provided by related units and after the Finance Unit compiles information and makes suggestions to the Authorization Manager, a motion of investment suggestion is produced. The investee company’s history and future prospects, market situation and management shall be evaluated to be used as the basis for decision-making authority to proceed with the investment.

  • 7.5.2 Investment policies, main reasons for investment gains or losses, improvement plans in the most recent year
the most recent year the most recent year the most recent year the most recent year
Unit: NTD thousand
Name of Subsidiary Recognized in
2020
Amount of
gains or losses
(Note 1)
Main reason for gains or
losses
Improvement plan
SUN NICE Ltd. (SAMOA) 753,882 Due to the profit of the
investee company.
None
NISHOKU BOUEKI CO., LTD. 10,741 Fair operation
condition with stable
profit.
None
Nishoku TechnologyVietnam Co.,Ltd. 2,890 Fair operation
condition with stable
profit.
None
SAME START Ltd. (Anguilla) 245,005 Fair operation
condition with stable
profit.
None
NISHOKU HONG KONG HOLDING
LIMITED
351,353 The investment of the
China subsidiary runs
fair operation with
stableprofit.
None
SUN NICE Ltd.(B.V.I) 155,154 The investment of the None
  • 226 -
Name of Subsidiary Recognized in
2020
Amount of
gains or losses
(Note 1)
Main reason for gains or
losses
Improvement plan
China subsidiary runs
fair operation with
stableprofit.
NISHOKU PLASTIC MOLD
(SHENZHEN) CO., LTD.
(37,988) Revenue not yet
achieved the scale of
economics
Continue to
increase sales of
new products to
original customers,
expand new
customer sources
and improve the
manufacturing
process within the
plant.
KUNSHAN NISHOKU PLASTIC
ELECTRONIC CO., LTD.
544,500 Fair operation
condition with stable
profit.
None

Note 1: The amounts stated in the 2020 financial report were certified by the CPAs.

  • 7.5.3Investment plan for the coming year: The Company does not have new investment plans for the coming year.

7.6 Analysis of Risk Management

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

  • Impact of interest rate changes

Unit: NTD thousand Unit: NTD thousand
Item 2020 Consolidated
Amount As a percentage of
operatingincome
As a percentage of
pre-tax netprofit
Interest
expenses
20,948 0.44% 2.40%
  • A. The balance of the Group's consolidated long-term and short-term borrowings was NT$2,188,920 thousand and interest expenses was NT$20,948 thousand at the end of 2020. The above table shows that the ratio of interest expenses to the Company's profit and loss is relatively small. The Company also regularly evaluates bank borrowing rates and maintains good relations with banks in order to obtain a more favorable interest rate and at the same time reducing interest expenses.

  • B. If the interest rate had increased / decreased by 1 basis points, the Group’ s net

  • 227 -

income would have decreased / increased by $2,316 thousand and $645 thousand for the year ended December 31, 2020 and 2019, with all other variable factors remaining constant. This is mainly due to the Group’ s borrowing at variable rates 。 and bank deposits in variable-rate bills.

2. Impact of exchange rate changes

  • A. For years 2020, foreign exchange gain (including realized and unrealized portions) , ,

  • amounted to $(261,003) thousand, respectively. 5.43% of net operating income 。

  • The overall exchange rate factor has a certain degree of risk burden of profitability exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, accounts receivables, 。

  • accounts payable and other payables that are denominated in foreign currency

  • B. A weakening (strengthening) of 1% of the NTD against the USD and CNY at December 31, 2020 and 2019, would have increased or decreased the net profit before tax by $41,353 thousand and $24,587 thousand, respectively. The analysis assumes that all other variables remain constant and ignores any impact of forecasted sales and purchases. The analysis is performed on the same basis for both periods.

  • C. Future countermeasures: In order to respond to external complex changes, the Company uses its basic strategy and aims to offset assets and liabilities to reduce its exposure to net positions of exchange rate fluctuations. Hedging operation: The main principle is to flatten the above net positions.

3. Impact on inflation

According to the increase and decrease rate of -0.23% and -7.80% of Consumer Price Index (BPI) and Wholesale Price Index (WPI) in 2020 released by the Directorate General of Budget, Accounting and Statistics, the inflation situation does not impose material impact on the Company’s profit or loss. The Company keeps a close eye on the fluctuation of market prices, and makes adjustments of sales prices, raw materials and inventory amount accordingly. The Company currently does not have any immediate material impact due to inflation.

  • 7.6.2 Policies, Main Causes of Gain or Loss and Future Response Measures with Respect to High-Risk, High-Leverage Investment, Loaning or Endorsement Guarantees and Derivatives Transactions

  • Engagement of high-risk and highly-leveraged investments

The Company and its subsidiaries focus on the management of the industry and do not make any investment in high-leveraged industry.

  1. Engagement of lending fund to others or endorsement guarantees, and derivatives

  2. 228 -

transactions:

The Company’s lending fund to others or endorsement guarantees, and derivatives transactions are handled according to policies and countermeasures in the Company’s “Operating Procedures for Lending Funds to Others”, “Operating Procedures for Endorsements/Guarantees”, and “Acquisition or Disposal of Assets”. Related operations are executed in the consideration of risk situation and applicable regulations.

(1) The status Of Endorsement And Guarantee of the company and its subsidiaries in 2020 is stated as follows:

2020/12/31 Unit: NT$ thousand

Company Name Of
Endorser
Endorsees Endorsees Balance Of
Endorsements
-End

Accumulative
Endorsement as a
Percentage of
current net worth
(%)
Company Name Relation
Nishoku
Technology Inc.
SAME START
LIMITED(Anguilla)
Subsidiary, 100% owned
by Nishoku Technology
Inc. through reinvestment
via
SUN
NICE
(SAMOA)
113,920 2.56%
Nishoku
Technology Inc.
NISHOKU
TECHNOLOGY
VIETNAM Co., Ltd.
Subsidiary, 100% owned
by Nishoku Technology
Inc.
1,127,808 25.30%
Nishoku
Technology Inc.
NISHOKU BOUEKI
CO., LTD.
Subsidiary, 100% owned
by Nishoku Technology
Inc.
156,960 3.52%
Total (the Company) 1,398,688 -

The object of endorsement/guarantee of the Company and its subsidiaries are all subsidiaries to be directly or indirectly 100% owned by the Company. The purposes of endorsements and guarantees for subsidiaries are the derivative liabilities of guarantee resulting from group sharing of credit line of bank; the purpose of subsidiaries making endorsements and guarantees for affiliates is to be liable for the responsibility derived from guarantee purchases

(2) Lending funds to others in the end of 2020:

2020/12/31 unit: NT$ thousand
Fund lending
and its nature
Creditor Borrower Whether
the
borrower
is a
Balance of
lending
funds to
others in the
Actually
amount
provided
Fund lending
and its nature
  • 229 -
related
party
end of the
period
Same Start
(Anguilla)
Nishoku
Technology
Vietnam
Yes 284,800 227,840 The necessity
for short-term
financing

The object who the Company loans funds to are all subsidiaries which the Company directly or indirectly holds 100% shares of, and there is no limit as to the amount of when providing a loan. However, the loaning of fund may not exceed the net worth of the Company’s most recent financial statements.

(3) Derivatives in the end of 2020:

The Company did not engage in derivatives in the end of 2020.

7.6.3 Future Research & Development Projects and Corresponding Budget

The Company’s 2021 R&D plans include application products such as the development of IMF and OMD. The proportion of R&D expenses the Company and its subsidiaries expect to invest in is approximately 2 to 3% of the Company's operating income. With the growth of the future turnover, the annual R&D expenses may be gradually increased. By supporting our future R&D plans, we hope to improve the Company’s competitiveness in the market.

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

Under the issue of China and US trade war and fierce product competition, the overall industrial competition is even more challenging. Aside from continuing to facilitate automation and process optimization of various operations, we will also accelerate the expansion of market development and production economic scales in Vietnam. We will make every effort to understand customer needs and try our utmost to develop strategically positioned star products while focusing on external competitions in order to make response measures according to the market change. We will strive to grasp the change of relevant laws and regulations in order to make preparation and adapt applicable countermeasures to reduce operational risks of future industry and the overall environment.

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

The Company and its subsidiaries also pay attention and collect and analysis the application market and technological development changes of various plastic products to reduce the impact brought with the change of technology. At the same time, we will also

  • 230 -

improve the R&D of high value-added and high-profit products, allowing the Company’s products to be more diverse, stable and ensure the source of profit. With our outstanding manufacturing process technology, we will continue to expand our strategic alliance in terms of design, mass production, logistic support, distribution, and after-sales service to our existing customers to strengthen the relationship of co-existence and prosperity. As of now, technological changes and industrial changes have not yet posed any impact on the Company's financial business.

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

In recent years, the Company strives to strengthen corporate governance in order to respond to any possible corporate crisis. We also disclose various material information immediately in accordance with laws and regulations while continuing to invest in the environment and corporate responsibility, building a positive corporate image. In order to achieve the goal of environment and social responsibility, we integrate corporate social responsibility with our management strategy, including company policy, internal operation management, various business execution and education and training planning.

  1. Environmental protection: Implement the Company’s core value through the establishment of the ISO14001 system - "team, service, innovation, quality, and efficiency" to enhance the internal culture of the corporate, increase the quality of the workplace while being dedicated to the design and R&D of green products. Not only to meet the trend of environmental protection in the international market, we also treat the green concept as the basic obligation and duty as a corporate citizen.

  2. Community involvement: In order to put together the power of the society, and the aim of caring for the lives of vulnerable groups, the Company proactively promotes welfare events in forms of money or donations, including facilitating environmental protection, caring for vulnerable groups, charitable events and development plans of communities.

  3. Social welfare: The Company adheres to its principle of “taking from the society and using in the society” and is devoted to the promotion of a variety of welfare activities. For 13 consecutive years, the Company has donated a total of 280 used-computers to digital centers in rural areas and social

  4. 231 -

welfare organizations. We try our best to fulfill corporate society responsibility and continues to improve the Company’s environment and culture by promoting corporate sustainable development as a means to further inspire other people in the society to facilitate social care and take importance of their living quality. Aside from the efforts in terms of talent cultivation and technology R&D, the Company uploads the spirit of being a corporate citizen to maintain the social culture while making a contribution with respect to the education of the next generation.

  1. Human rights protection: Employees are the Company’s most valuable assets, aside

    • from the basic company rules; we also value our employees’ opinions. We hope to provide the space that employees can make the most of. The Company’s employees may express their views with respect to their personal rights, welfare, management and workplace environment through department managers, senior managers and Management Department at any time. The Management Department conducts a survey of the employee canteen each year, allowing opinions of employees regarding the canteen environment. The survey is also used as an important reference basis to the continuous improvement of the workplace.
  2. Safety and health: In order to show the determination of protecting the environment and maintaining employees’ safety and health, the Company has formulated the “Company Environmental Safety and Health Policy”. The Company integrates the implementation of environmental management, green products, occupational safety and health management to achieve the goal of corporate sustainable development.

  3. 7.6.7 Expected Benefits and Risks Relating to and Response to Merger and Acquisition Plans

As of the publication date of the annual report, the Company and its subsidiaries do not have any M&A plan. If evaluation and execution of relevant plans are in consideration, they shall be handled according to applicable laws and regulations, and applicable management measures established by the Company.

  • 232 -

7.6.8 Expected Benefits and Risks Relating to and Response to Factory Expansion Plans

As of now, the Company does not have expected plans of plant expansion, it is therefore not applicable.

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

  • Risks associated with concentration of purchases, and countermeasures:

The Company has established production base in China through investment and purchases products after the production is completed in China, so there is a concentration of purchases, a result of labor division between 2 countries in the industry. Other than the purchase of finished products, most of the raw materials purchased by the Company are designated by customers. The Company maintains 2 or more qualified suppliers for each raw material, ensuring uninterrupted supply while at the same time posing an advantage of negotiating the price, reaching the goal of reducing costs. In summary, the Company should not have any risk with respect to purchase concentration or interruption of materials.

  1. Risks associated with concentration of sales, and countermeasures:

The Company will proactively expand and develop all types of different applications in the future by using its outstanding double injection die technology and die R&D capabilities to further continue developing different customer groups. The risk of concentration of sales is therefore very low.

  • 7.6.10 Effects of Risks Relating to and Response to Large Share Transfer or Changes in Shareholdings by Directors, Supervisors, or Shareholders with Shareholding of over 10%

In the most recent year and as of the publication date of the annual report, there are no events of large shares transfer or changes by directors, supervisors, and shareholders with 10% shareholdings or more to cause the operating risk.

7.6.11 Effects of Risks Relating to and Response to Changes in Control over the Company

In the most recent year and as of the publication date of the annual report, the structure of directors and supervisors remains stable; there are no events for the change of management.

  • 7.6.12For all litigious and non-litigious events, please expressly enumerate the involved facts, target amounts, starting dates of the litigation, major parties involved and the progress as of the printing date of this Annual Report for the cases where the Company, the Company’s directors and supervisors, general manager, substantial responsible persons, key shareholders holding over 10% of the total outstanding shares and the auxiliary firms

  • 233 -

in the major litigious, non-litigious or administrative events the outcome of which might have a significant impact upon the shareholders’ equity or stock prices:

  1. For litigations and non-litigations with conclusive judgment or proceedings litigations, non-litigations, or administrative disputes with outcomes that might have major influence on the interest of shareholder or price of securities, the disputed facts, subject-matter amount, initial date of litigation, main litigants, and the status on current proceedings in the past 2 years and as of the publication date of the public report: None.

  2. The directors, supervisors, managerial officers and substantial principals of the company, the major shareholders and affiliated companies with a shareholding ratio of more than 10% have been determined or are included in the lawsuit; non litigation or administrative litigation results may have a significant effect on the company's shareholders' equity or securities price in the past 2 years and as of the publication date of the public report: None.

  3. The directors, supervisors, managerial officers of the company, the major shareholders with a shareholding ratio of more than 10%, any occurrence of events stipulated in Article 157 of the Securities and Exchange Act in the past 2 years and as of the publication date of the public report: None.

  4. 7.6.13 The impact of information system impairment to our operation and financial status and our response to the impact:

  5. The information system structure establishes a high-availability host backup and data backup mechanism according to its risk levels, ensuring uninterrupted service. The backup media is also sent to an off-site storage.

  6. In order for the data system to recover its operation as soon as possible in the event of a damage to reduce possible loss and risks, the Company carries out computer room simulation tests and emergency response drills to the normal operation and data security of the data system which can reduce the risk of interruption over unwarranted natural disasters and system interruption caused by human negligence, ensuring the system recovery time meets the expectation. Data security mechanism has been established to strengthen the protection of data security, confirming the confidentiality of company data while protecting personal information.

  7. 7.6.14 Other important risks:None.

7.7 Other Major Risks: None

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8. Other Special Notes

8.1 Summary of Affiliated Companies

  • 8.1.1 Consolidated Business Report of Affiliated Companies

  • 8.1.1.1 Affiliated Companies Chart

==> picture [482 x 391] intentionally omitted <==

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

NISHOKU
TECHNOLOGY INC.
100% 100% 100%
NISHOKU
NISHOKU BOUEKI SUN NICE LTD.
TECHNOLOGY
CO., LTD. (SAMOA)
VIETNAM CO., LTD.
100% 100% 100%
NISHOKU HONG
SAME START SUN NICE
KONG HOLDING
LTD.(ANGUILLA) LTD.(B.V.I)
LIMITED
100% 71.49% 28.51%
KUNSHAN NISHOKU
NISHOKU PLASTIC
PLASTIC ELECTRONIC
MOLD (SHENZHEN)
CO., LTD.
CO., LTD.
----- End of picture text -----

  • 235 -

8.1.1.2 Basic Information on Affiliates

2020/12/31 Unit: NT$ thousand

Name of subsidiary Relation to the Company Principal Activities Location Amount of
paid-in capital
Percentage
of
shareholding
SUN NICE LTD. (SAMOA) The Company’s subsidiary Holdng Company Samoa 1,096,194 100%
NISHOKU BOUEKI CO., LTD. The Company’s subsidiary Trading Company Taiwan 63,000 100%
NISHOKU TECHNOLOGY
VIETNAM CO.,LTD.
The Company’s subsidiary Produces
dies
and
plasticproducts
Vietnam 508,434 100%
SAME START LTD.(ANGUILLA) Subsidiary invested by the
Company through SUN
NICE(SAMOA)
Trading Company Anguilla 30 100%
NISHOKU HONG KONG HOLDING
LIMITED
Subsidiary invested by the
Company through SUN
NICE(SAMOA)
Holdng Company HongKong 1,800,361 100%
SUN NICE LTD.(B.V.I) Subsidiary invested by the
Company through SUN
NICE(SAMOA)
Holdng Company British Virgin
Islands
585,292 100%
NISHOKU PLASTIC MOLD
(SHENZHEN) CO., LTD.
Subsidiary invested by SUN
NICE (SAMOA) NISHOKU
HONG KONG HOLDING
LIMITED
Manufacturing
and
sales
of
plastic
products and dies
Shenzhen,
China
703,870 100%
KUNSHAN NISHOKU PLASTIC
ELECTRONIC CO., LTD.
Subsidiary invested by SUN
NICE (SAMOA) NISHOKU
HONG KONG HOLDING
LIMITED
Manufacturing
and
sales
of
plastic
products and dies
Kunshan,
China
1,674,270 100%
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8.1.1.3 Shareholders presumed to have control and subordinate relationship with the same information: None.

8.1.1.4 Industries in which the affiliates operate

  • (1) CQ01010 Die Manufacturing.

  • (2) F106030 Wholesale of Die.

  • (3) F206030 Retail Sale of Die.

  • (4) C805990 Other Plastic Products Manufacturing.

  • (5) F401010 International Trade.

(6) ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval

8.1.1.5 Information on Directors, Supervisors, and President of Affiliates

2020/12/31 unit: thousand shares, %

Company Name Title Name or Representative Shares Held Shares Held
Shares %
NISHOKU BOUEKI CO.,
LTD.
Director Nishoku Technology Inc.
Rep.: Wu,Ying-Lan
6,300 100.00%
Director Nishoku Technology Inc.
Rep.: Chen,Piao-Fu
6,300 100.00%
Director Nishoku Technology Inc.
Rep.: Tsai,Chien-Sheng
6,300 100.00%
Supervisor Nishoku Technology Inc.
Rep.: Chang,Wen-Hsien
6,300 100.00%
SUN NICE LTD.(SAMOA) Director Nishoku Technology Inc.
Rep.:Chen,Piao-Fu
34,468 100.00%
Director Nishoku Technology Inc.
Rep.: Tsai, Chien-Sheng
34,468 100.00%
Director Nishoku Technology Inc.
Rep.:Chang,Wen-Hsien
34,468 100.00%
NISHOKU TECHNOLOGY
VIETNAMCO. LTD.
Director Nishoku Technology Inc.
Rep.:Chen,Piao-Fu
0 100.00%
Director Nishoku Technology Inc.
Rep.: Tsai,Chien-Sheng
0 100.00%
Director Nishoku Technology Inc.
Rep.: Chang,Wen-Hsien
0 100.00%
SAME START LTD.
(ANGUILLA)
Director SUN NICE LTD. (SAMOA)
Rep.:Chen,Piao-Fu
0 100.00%
Director SUN NICE LTD. (SAMOA)
Rep.: Tsai, Chien-Sheng
0 100.00%
Director SUN NICE LTD. (SAMOA)
Rep.:Chang,Wen-Hsien
0 100.00%
NISHOKU HONG KONG
HOLDING LIMITED
Director SUN NICE LTD. (SAMOA)
Rep.: Chen, Piao-Fu
62,298 100.00%
Director SUN NICE LTD. (SAMOA)
Rep.: Tsai, Chien-Sheng
62,298 100.00%
Director SUN NICE LTD. (SAMOA)
Rep.: Chang, Wen-Hsien
62,298 100.00%
SUN NICE LTD.(B.V.I) Director SUN NICE LTD. (SAMOA)
Rep.: Tsai, Chien-Sheng
15,697 100.00%
  • 237 -
Company Name Title Name or Representative Shares Held Shares Held
Shares %
NISHOKU PLASTIC MOLD
(SHENZHEN) CO., LTD.
Director NISHOKU HONG KONG
HOLDING LIMITED
Rep.: Chen,Piao-Fu
0 100.00%
Director NISHOKU HONG KONG
HOLDING LIMITED
Rep.: Tsai,Chien-Sheng
0 100.00%
Director NISHOKU HONG KONG
HOLDING LIMITED
Rep.:Chang,Wen-Hsien
0 100.00%
Director NISHOKU HONG KONG
HOLDING LIMITED
Rep.: Wu,Ying-Lan
0 100.00%
Director NISHOKU HONG KONG
HOLDING LIMITED
Rep.:Zheng, Qing-Wen
0 100.00%
KUNSHAN NISHOKU
PLASTIC ELECTRONIC CO.,
LTD.
Director NISHOKU HONG KONG
HOLDING LIMITED
Rep.:Chen,Piao-Fu
0 100.00%
Director NISHOKU HONG KONG
HOLDING LIMITED
Rep.: Tsai,Chien-Sheng
0 100.00%
Director NISHOKU HONG KONG
HOLDING LIMITED
Rep.: Chang,Wen-Hsien
0 100.00%
Supervisor NISHOKU HONG KONG
HOLDING LIMITED
Rep.:Zheng, Qing-Wen
0 100.00%

8.1.1.6 Operational Overview of Affiliates

2020/12/31 Unit: NT$ thousand; (net earnings per shares $)

Company Name Capital Total
Assest
Total
Liabilitties
Net Value Revenues OPerting
Incomes
Net
Incomes
EPS
NISHOKU BOUEKI CO., LTD. 63,000 208,850 92,669 116,181 100,195 18,198 7,464 (Note 1)
SUN NICE LTD.(SAMOA) 1,096,194 4,554,404 1 4,554,403 0 (251) 751,704 (Note 1)
NISHOKU TECHNOLOGY
VIETNAM CO. LTD.
508,434 512,417 397,359 115,058 418,170 8,057 2,581 (Note 1)
SAME START LTD. (ANGUILLA) 29 322,150 98,352 223,798 622,453 219,290 245,005 (Note 1)
NISHOKU HONG KONG
HOLDING LIMITED
1,800,361 3,431,369 0 3,431,369 213 59 351,353 (Note 1)
SUN NICE LTD. (B.V.I) 585,292 895,933 0 895,933 0 (86) 155,154 (Note 1)
NISHOKU PLASTIC MOLD
(SHENZHEN)CO.,LTD.
703,870 1,347,030 183,418 1,163,612 330,199 (44,554) (37,988) (Note 1)
KUNSHAN NISHOKU PLASTIC
ELECTRONIC CO.,LTD.
932,807 4,227,417 1,093,674 3,133,743 3,971,715 731,788 544,500 (Note 1)

Note 1: Refers to unlisted and limited companies, profit (loss) per share is therefore not calculated.

Note 2: The foreign exchange rate is based on the exchange rate on December 31, 2020. The exchange rate for balance sheet: USD28.48; income statement rate: 29.5491.

  • 238 -

8.1.2 Consolidated Financial Statements of Affiliated Enterprises

Representation Letter

The entities that are required to be included in the combined financial statements of NISHOKU TECHNOLOGY INC. as of and for the year ended December 31, 2020 under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with International Financial Reporting Standards No. 10 by the Financial Supervisory Commission, "Consolidated Financial Statements." In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, NISHOKU TECHNOLOGY INC. and Subsidiaries do not prepare a separate set of combined financial statements.

Company name: NISHOKU TECHNOLOGY INC.

Chairman: Chen, Piao-Fu

Date: February 26, 2021

  • 239 -

8.1.3 Affiliation Reports:NA

8.2 Private Placement Securities in the Most Recent year: None

  • 8.3 The Shares of the Company Held or Disposed of by the Subsidiaries in the Most Recent

  • year: None

8.4 Any Other Special Notes to be specify: None

  • 8.5 Any Events in 2020 and as of the Date of this Annual Report that had Significant Impacts on Shareholders’ Right or Security Prices as Stated in Item 2 Paragraph 2 of Article 36 of Securities and Exchange Law of Taiwan: None

  • 240 -

Nishoku Technology Inc.

Chairman: Chen, Pi ao-Fu

  • 241 -