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NTC Annual Report 2021

Sep 28, 2021

52061_rns_2021-09-28_227ecd4a-69fc-4edd-9c16-414038e848e0.pdf

Annual Report

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Stock Code: 2408 Annual Report Website: https: // www.nanya.com https: // mops.twse.com.tw

==> picture [126 x 118] intentionally omitted <==

Nanya Technology Corporation

2020 Annual Report

(This English translation is prepared in accordance with the Chinese version and is for reference purposes only. If there are any inconsistencies between the Chinese version and this translation, the Chinese version shall prevail.)

Published on April 23, 2021

  • I. Name, title, contact number, and e-mail of the Company's spokesperson and deputy spokesperson:
pokesperson:
Item Spokesperson Deputy Spokesperson
Name Pei-Ing Lee Joseph Wu
Title President VP
Tel (02)2904-5858 (02)2904-5858
Email [email protected] [email protected]
  • II. Address and telephone number of head office and branches:

Company: No. 98, Nanlin Rd., Taishan Dist., New Taipei City 243, Taiwan(R.O.C.) Tel: (02)2904-5858

Factory: No. 98, Nanlin Rd., Taishan Dist., New Taipei City 243, Taiwan(R.O.C.) Tel: (02)2904-5858

  • III. Name, address, website, and telephone number of the Common Stock Transfer Agency:

Name: Nanya Technology Corp., Stock Affairs Department

Address: No.201, Dunhua N. Rd., Taipei City

Website: N/A

Tel: (02)2718-9898

  • IV. Name, address, website, and telephone number of auditors and the accounting firm that certified financial statements in the most recent year:

Name of auditors: Astor Kou and Hsin-Yi Kuo

Name of firm: KPMG Certified Public Accountants Firm

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

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

Tel: (02)8101-6666

  • V. Company website: https: //www.nanya.com

Table of Contents

Table of Contents
Page No.
**A. ** Letter to Shareholders .......................................................................................... 1
B. Company Profile ................................................................................................... 4
I.Date of Incorporation ............................................................................................ 4
II.Milestones ........................................................................................................... 4
**C. ** Corporate Governance ......................................................................................... 8
I.Organization ......................................................................................................... 8
II. Directors and Management Team ..................................................................... 11
III.Remuneration of Directors, President, and Vice Presidents ............................ 20
IV.Implementation of Corporate Governance ....................................................... 26
V.Information Regarding NTC’s Audit Fees ........................................................ 97
VI.Replacement of Independent Auditors ............................................................. 98
VII.The Chairman, President and Financial or Accounting Managerial Officer of
the Company who had worked for the Independent CPA or the affiliate in the
past year ........................................................................................................ 99
VIII.Share transfer by directors, supervisors, managerial officers and shareholders
holding more than 10% equity and changes to share pledging by them in the
past year and up to the date of report .......................................................... 100
IX.Information on the relationship between any of the top ten shareholders
(related party, spouse, or kinship within the second degree) ...................... 102
X.The total number of shares and total equity stake held in any single enterprise
by the Company, the Company’s directors, managers, and any companies
controlled either directly or indirectly by the Company ............................. 104
**D. ** Capital and Shares ............................................................................................ 105
I.Capitalization .................................................................................................... 105
II.Composition of Shareholders .......................................................................... 106
III.Distribution of Shareholding .......................................................................... 106
IV.Major Shareholders ........................................................................................ 107
V.Market Price, Net Worth, Earnings, and Dividends per Common Share ........ 107
VI.Dividend Policy and Implementation Status ................................................. 108
VII.The effects of the stock dividends proposed by the shareholders' meeting on

i

the Company's business performances and earnings per share ................... 108
VIII.Compensation of Employees, Directors ...................................................... 108
IX.Repurchase of Common Stock ...................................................................... 110
X.Status of Corporate Bonds .............................................................................. 111
XI.Status of Preferred Stock ............................................................................... 111
XII.Issuance of global depositary receipts (GDR) .............................................. 111
XIII.Status of Employee Stock Options Plan ..................................................... 112
XIV.Status of new shares issuance in connection with mergers and
acquisitions ................................................................................................. 115
XV.Implementation of capital use plan ............................................................... 115
E. Operations overview ......................................................................................... 116
I.Business content ............................................................................................... 116
II.Market Status and the Overview of Sales and Production .............................. 123
III.Information on employees in the most recent two years and up to the date of
annual report publication ............................................................................ 128
IV.Environmental Expenses Information ............................................................ 128
V.Labor Relations................................................................................................ 129
VI.Material Contracts ......................................................................................... 131
F. Financial Status ................................................................................................. 132
I.Five-Year Financial Summary .......................................................................... 132
II.Most Recent Five-Year Financial Analysis ..................................................... 137
III.Audit Committee’s Review Report for the Most Recent Year ....................... 140
IV.Financial Statements for the Most Recent Year ............................................. 141
V.Stand-alone Financial Statements for the Most Recent Year Reviewed and
Certified by Independent Auditors .............................................................. 141
VI.The Company should disclose the financial impact to the Company if the
Company and its affiliated companies have incurred any financial or cash
flow difficulties in the most recent year and as of the date of the publishing
of this Annual Report .................................................................................. 141
**G. ** Financial Status, Operating Results and Risk Management ........................ 142
I.Analysis of financial status ............................................................................... 142

ii

II.Analysis of financial performance .................................................................. 143 III.Analysis of cash flow ..................................................................................... 144 IV.Impact of Major Capital Expenditures in Most Recent Year ......................... 145 V.Most Recent Year Reinvestment Policy, Cause of Gain or Loss, Corrective Action, and Future Investment Plan ........................................................... 145 VI.Risk Management .......................................................................................... 146 VII.Other Important Matters ............................................................................... 155 H. Other Special Notes ........................................................................................... 156 I.Profiles of affiliates and subsidiaries ................................................................ 156 II.Progress of private placement of securities during the latest year and up to the date of annual report publication ................................................................ 161 III.Holding or disposal of stocks of the Company by subsidiaries in the past year and up to the date of report ......................................................................... 161 IV.Other supplemental information ..................................................................... 161 V.Corporate events with material impact on shareholders' equity or stock prices set forth in Subparagraph 2, Paragraph 3, Article 36 of the Securities and Exchange Act in the past year and up to the date of report......................... 161

Appendices

Appendix A: NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Consolidated Financial Statements With Independent Auditors' Report For the Years Ended December 31, 2021 and 2020 Appendix B: NANYA TECHNOLOGY CORPORATION Financial Statements With Independent Auditors' Report For the Years Ended December 31, 2021 and 2020

iii

A. Letter to Shareholders

I. Business Performance for 2020

Nanya Technology Corporation's (the Company) consolidated revenue was NT$61.01 billion, net income was NT$7.69 billion, and earnings per share was NT$2.51 in 2020. The overall DRAM market did not meet the Company’s expectations in 2020 due to the impact of COVID-19 on global economic development. Moreover, the US-China trade conflict affected deliveries to certain customers in China. A substantial appreciation of NTD also affected revenues and profits. The Company continued to operate normally and generate profits despite disadvantageous external factors. We optimized our product portfolio and invested even more resources to accelerate the development of 10nm class process technology to enhance our future competitiveness.

After the outbreak of COVID-19 in 2020, sales of smartphones, which account for the highest percentage of DRAM applications, declined, while cloud/data center/server markets fluctuated. However, demand from remote work and online teaching/shopping increased sales of laptops, tablet PCs, SSDs, and networking equipment and made up for the lower demand from smartphones. Demand for consumer applications, such as TV and automobiles, gradually began to grow in the fourth quarter. Despite making strategic adjustments to our product portfolio and lowering inventory levels, our revenue still grew by 17.9% and bit shipment grew over 30% compared with the previous year. However, a part of the growth was offset by the decrease in average selling price and the appreciation of NTD.

Our gross profit in 2020 was NT$15.69 billion and gross margin was 25.7%, down 6.2% compared with the gross margin of 31.9% in the previous year. This was mainly due to the decrease in average selling prices and appreciation of NTD. After deducting operating expenses, our operating income was NT$8.43 billion. Net cash inflows from operating activities reached NT$22.61 billion, mainly due to net income and depreciation. After deducting capital expenditures of NT$8.48 billion, free cash flow reached NT$14.13 billion.

We improved applications in server products to optimize our 20nm product portfolio, and successfully gained data center customers in the US, China, and Europe, with annual growth of bit shipment exceeding 150%, accounting for approximately 5% of our total shipments. We launched numerous lower power products, including LPDDR4/4X, and expanded their field of applications, such as smartphones, smart wearable devices, smart voice devices, low-power laptops, and high-performance SSD. We also raised the specifications of DDR4 products up to 3200 Mbps to meet customer requirements.

We are actively developing technologies and have completed the installation of a pilot production line for first-generation 10nm class process technology (1A), and

1

have begun pilot runs after completing the design of a 8Gb DDR4 chip. We completed trial manufacture of test chips using second-generation 10nm class process technology (1B) for function verification.

We take our corporate social responsibility very seriously and implement green technologies, value talent cultivation, and actively give back to society. We were twice selected as a constituent stock of the DJSI Emerging Markets Index. In 2020, we won the National Sustainable Development Award of the Executive Yuan, received the highest rating of "A" for climate change from the CDP, once again received the gold medal from the Talent Quality-management System (TTQS), was selected as a constituent stock of the FTSE4Good TIP Taiwan ESG Index, and raised to the top 5% in the 6th Corporate Governance Evaluation. The above awards are recognition of our efforts towards sustainable development.

II. Business Plan for 2021

We already completed a pilot production line for the 1A process, and will continue to dedicate our efforts to product trial runs and yield improvement this year. We expect to submit our lead product, a 8Gb DDR4, to customers for qualification and begin small-scale production in the second half of this year. We are currently designing and developing the second next generation DDR5 and expect to begin a pilot run in the second half of this year. The development of 1B process technology and products will be accelerated this year, and a trial run of the first products is expected for the third quarter of this year.

This year we will continue to optimize our 20nm product portfolio. Besides obtaining more qualifications from server and PC OEM customers with our 3200 Mbps DDR4 to increase sales volume, we will also accelerate the promotion of 20nm low-power products. Our highest specification product, LPDDR4X 4267 Mbps, is currently in the qualification process, and future target markets include portable products, automobiles, and industrial applications, effectively increasing product value and sales flexibility.

In order to satisfy market demands and long-term developments of the Company, a new plant has been planned to be constructed in the Nanlin Science Park to continue the introduction of advanced manufacturing processes and products and expand production capacity. Construction of the new plant is expected to begin at the end of the year and aims to be completed and operational before the end of 2023. The scale of the production capacity will be implemented in phases depending on market demands.

The upper limit on capital expenditures in response to the mass production of 1A process technology, new factory construction, and capital expenditures of general departments is expected to be NT$15.6 billion for the entire year.

2

III. Industry Outlook

Steady growth in DRAM demand: DRAM is a key component in all smart electronic products, and smartphones and servers/data centers are currently the main fields of application. The future development of 5G and AI, as well as smart consumer electronics products, will continue drive diverse applications of DRAM and also increase DRAM usage. The shipment of 5G phones will increase each year along with more DRAM content. Networking and edge computing required by 5G base stations around the world will also increase DRAM usage. Servers/data centers will have even greater demand for DRAM to meet the high-bandwidth, low-latency, and big-data requirements of 5G and AI. Demand from laptops, tablet PCs, TVs, and SSD will remain strong due to the development of work from home, distance learning, and smart homes. Furthermore, smart products such as self-driving cars, gaming consoles, smart cameras, smart wearable devices, and smart robots will continue to sustain demand.

Growth on the DRAM supply side will remain stable and maintain a balance between supply and demand: based on production capacity and capital expenditure plans announced by the three major DRAM suppliers, major companies have been conservative in increasing production capacity and capital expenditures over the past two years, so supply-side growth in 2021 will mainly rely on process transition, and bit supply growth is expected to be limited. Furthermore, according to analysis of research institutes, the scale of mass production by the Chinese DRAM maker will not affect the overall balance of supply and demand in the market.

Based on the above, bit supply growth by suppliers will be limited this year, while demand will see higher growth due to the development of 5G smartphones and data centers. Hence, the overall DRAM industry is expected to see healthy development.

IV. Conclusion

The COVID-19 pandemic was a challenge for the DRAM industry in 2020, but the Company continued to see revenue growth thanks to the collective efforts of all its employees, who rapidly responded to the pandemic. Looking towards 2021, we expect to see market prices rebound and the overall industry bottomed out and return to growth. We will invest in even more R&D resources this year to accelerate the development of 10nm process technologies and new generation DDR5 products to enhance our competitiveness. We also plan to expand our new factory and will gradually increase output to meet future market demand. The Company insists on the core value of technological innovation, which will continue to be the main driver of our growth. In the future, we will dedicate our efforts to creating greater value for all of our shareholders.

3

B. Company Profile

  • I. Date of Incorporation: Mar 4, 1995

  • II. Milestones

  • March 1995 Nanya Technology Corp. was established and incorporated.

  • Apr MOU signed by OKI, NTC and Nanya Plastics, in which NTC succeed all rights and obligations of 16Mb DRAM technology form Nanya Plastics Corp.

  • November 1996 Signed 0.36μm and 0.32μm 64Mb DRAM technology licensing agreement with OKI.

  • July 1997 Set up NTC-USA, the branch office in charge of sales and marketing activities in USA.

  • April 1998 Awarded ISO-9001 Certification by Lloyd's Register Quality Assurance (LRQA).

  • Nov Signed a technology transfer agreement for 0.2/0.175μm process technology with IBM.

  • Dec Awarded ISO-14001 Certification by Lloyd's Register Quality Assurance (LRQA).

  • Dec Set up a product design center in Houston, Texas. October 1999 0.20μm 64Mb SDRAM mass production started.

  • August 2000 NTC was listed on Taiwan Stock Exchange. Oct Signed a co-development agreement for 0.14/0.11μm process technology with IBM.

  • June 2001 Mass production of 0.175μm 128Mb/256Mb DRAM. Oct DDR Products leads the market in production. April 2002 Set up Nanya-HK Limited. Jun Signed a strategic alliance agreement with Dell as Dell’s main supplier of DRAM products.

  • Sep Set up a branch office in Tokyo, Japan. Nov Signed a Joint Development Program with Infineon Technologies AG to co-develop 0.07 and 0.09μm process technology.

  • Dec Awarded ISO-18001 Certification by Lloyd's Register Quality Assurance (LRQA).

    • Awarded ISO-14001 Certification by Sweden Det Norske Veritas.

4

January 2003 Signed a Joint Development Program with Infineon Technologies AG to
develop Inotera Memories Ltd.
Mar According to Gartner iSuppli, our Company's market share rose to No.5
in the world in 2002.
Jul Offering of Global Depositary Shares (GDS) on Luxembourg Stock
Exchange.
May 2004 DDR2 products obtained worldwide system makers' validation.
Dec 90nm pilot-run started.
April 2005 512Mb DDR2 SDRAM (667 MHz) validated by Intel.
Jun Successful qualification of 90nm technology.
Sep Signed 60nm technology co-development agreement with Infineon.
March 2006 Nanya Fab-3 (300mm) groundbreaking ceremony.
Oct Set up Nanya Technology (Shanghai) Corp.
May 2007 FAB-3A equipment move-in.
Nov Pilot run successful in FAB-3A; 70nm wafer starts in Q3.
April 2008 Signed JV agreement with Micron.
Nov FAB-3A 1st phase full capacity with 70nm.
August 2009 68nm stack technology has been demonstrated successfully.
Sep 50nm stack technology has been demonstrated successfully.
January 2010 Invested in IC design company─PieceMakers Tech Inc.
Jul 42nm stack technology has been demonstrated successfully.
Oct Started 42nm stack technology volume production.
July 2011 30nm stack technology has been demonstrated successfully.
March 2012 Set up Sumpro Electronics Corporation Limited.
January 2013 Amends Inotera Memories Joint Venture With Micron and Micron
acquires rights to 100% of Inotera’s output.
Oct Achieved certification ISO 10002– Complaints Management Systems.

5

July 2014 Disposal of Sumpro's 8-inch Fab and equipment.
Oct Started 30nm process technology design shrink version volume
production.
Oct DDR4 products obtained worldwide system makers' validation.
July 2015 Fab 3A-N ground breaking.
Aug 30nm process technology design shrink version crossover.
Sep NTC through the Electronic Industry Citizenship Alliance Validated
Audit Process (EICC VAP).
Dec LPDDR3 4Gb volume production.
June 2016 Social responsibility report of the Company is verified by the British
Standards Association (BSI) according to the AA1000 Guarantee
Standard.
Oct 20nm equipment move-in.
Dec Completed Inotera share swap with Micron.
March 2017 20nm pilot run.
Apr Nanya Technology was awarded "Qualified Supplier” from TCL
Corporation.
Aug New Headquarters Grand Opening.
Oct Nanya Technology was awarded "The Excellent Supply Partner & Green
Partner” from Huawei Technology.
Nanya Technology Awarded 2017 New Taipei City Environmental
Impact Assessment Excellent Development Selection – Gold Level.
Nov New headquarters building achieved EEWH Assessment System Silver
level.
Nanya Technology won 2017 Taiwan Corporate Sustainability Award.
Dec 8Gb DDR4 mass production.
April 2018 Nanya Technology Awarded Thomson Reuters' Top 100 Global
Technology Award.
May Ranked in the top 5% of the 4th Corporate Governance Evaluation.
Jul Acquired 19% shares of Formosa Advanced Technologies Co., Ltd.
Sep Selected into the Dow Jones Sustainability Emerging Markets Index in
2018.
Oct 8Gb DDR4 server products were certified by server (data center)
customers.
Nov Achieved ISO 50001 certification.
Nov Won numerous awards in the 2018 Taiwan Corporate Sustainability
Awards.

6

April 2019 Won the 6th National Industrial Innovation Award of the Ministry of
Economic Affairs, R.O.C.
Jun Awarded the 8th New Taipei City Labour Safety and Health Award
Jun 8Gb LPDDR3 achieved customer qualification
Sep Won the 2019 Common Wealth Magazine’s New Star Award in
Corporate Social Responsibility Award
Sep Named Dow Jones Sustainability Index on Emerging Markets Index for
Second Straight Year
Oct Received ISO 27001 Information Security Certification
Nov Won numerous awards in the 2019 Taiwan Corporate Sustainability
Awards
Dec 8Gb LPDDR4/4X achieved customer qualification
Dec Won 2019 National Talent Development Award
Dec Acquired 13% shares of Formosa Advanced Technologies Co., Ltd
January 2020 Developed core cell technology for the 10nm class DRAM process
Jan Received RobecoSAM Sustainability Award - Silver Class 2020
Apr Top 5% in 6th Corporate Governance Evaluation
Jul Continuously obtained Golden Certificate of Talent Quality-
management System (TTQS)
Aug Rated "Prime" by ISS (Institutional Shareholder Services Inc.) ESG
Corporate Rating
Sep Awarded the
Common Wealth Magazine’s Corporate Social
Responsibility Award
Nov Awarded 7 Awards in the 2020 Taiwan Corporate Sustainability Awards
Nov Received 2020 National Sustainable Development Award
Dec Selected in CDP Climate Change A List and evaluated Water Security as
the Leadership Level
January 2021 Received the Green Factory Label certified by the Industrial
Development Bureau, Ministry of Economic Affairs
Feb Received S&P Global Sustainability Yearbook Award - Bronze Class
2021

7

C. Corporate Governance

I. Organization

(I) Organization Structure March 29, 2021

==> picture [704 x 388] intentionally omitted <==

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

Shareholders Meeting
Audit
Committee
Board of Directors
Compensation
Committee Chairman
Risk Management
Committee
General Manager Auditors
President Office
NTC-USA
NTC-Delaware
NTC-Europe
NTC-Japan
NTC-HK
NTC-Shenzhen
Nanya Technology International, Ltd.
Planning and Administration Management Legal& IP Safety & Hygiene QRA Product Development Design Verification Global Sales Marketing & Customization Operation Supporting Product Engineering Wafer Prodction
----- End of picture text -----

March 29, 2021

(II) Major Corporate Functions

March 29,2021
Department Functions
Corp. Audit Responsible for internal control system and evaluates the integrity and
comprehensiveness of regulations; examines whether internal control is
conducted effectively and continuously, measures the performance of each
department and recommends corrective actions on a timely manner for an overall
effective operation.
Planning and
Administration
Management
1. IR/PR: Responsible for maintaining the Companies' relationships with
(institutional) investors and managing the release of public information to the
mass media and the relationship with the general public.
2. Information Security: Responsible for the promotion and audit of the
Company's safety and security affairs, strengthening the protection of
technology and business secrets.
3. Human Resource: Establishing human resource policy and executing
personnel systems, including personnel, salary and compensation, employee
relationship, training and talent development effectively and efficiently to
increase company’s human capital.
4. Responsible for financial policy management, capital movement, budget
compilation, review and control, accounting process, and supervision of
material assets, procurement and factory safety.
5. Responsible for market trends analysis, assessment of the investment plan, set
product strategy and operational marketing plans, programs and promote the
cross-functional projects, sales performance management, outsourcing policy
management.
6. Responsible for the planning and promotion of corporate social responsibility
and risk management.
7. Responsible for the planning and implementation of risk management.
Legal & IP Responsible for company legal affairs and other intellectual property
management.
Safety & Hygiene Supervises and audits the working environment with professional knowledge and
continuous improvement; planning and maintaining the safety and hygiene
management system(ISO 14001,TOSHMS management system).
Quality & Reliability
Assurance

1. Responsible for the planning and establishment of the Company's quality
assurance system, and promote the quality of education and training,
verification audit, quality control and quality improvement to meet quality
theory of our business concept.
2. Responsible for establish FAB quality control system and incoming quality
control, in-process quality control, failure analysis to ensure the stability of
product quality and meet customer needs.

9

Department Functions
Products
Development
Responsible for design, develop and control new product.
Design Verification Responsible for develop and design verification of mass production engineering
technologyand set uptesting program.
Global Sales Responsible for the promotion and development of global business, set business
strategy, promotion of new products, elaboration and implementation of
marketing plans andpublic relations matters.
Marketing and
Customization
Responsible for product promotion and marketing program, planning marketing
proposal, cost benefit analysis, managing the process of product development,
sampling,customer verification,and massproduction.
Process Development Responsible for process development, product shrink, and quality improvement
for newproduct.
Operation Supporting
1. Responsible for the planning and management of production automation,
maintenance and management of office automation, establishment and
management of computer network automation, and maintenance and
management of information security.
2. Plan for expansion program, promotion of new factory construction, factory
duty engineering design, planning, and implementation, capacity planning and
management,materials management,to helpimprove operational efficiency.
Product Engineering Product Engineering and Testing: Responsible for validating new products,
product engineering and testing technology development, abnormal product
electrical/physical property analysis, development and management outsourcing
of ICpackagingand testingtechnology.
Wafer Manufacturing
1. Manufacturing: Responsible for the planning and operation of the
manufacturing, process, equipment, and facility, to meet our customer
requirements in quality and delivery.
2. Public system: Institutionalization and systematic establishment of public
equipment operation and maintenance, and strengthening operational
efficiency.

10

II. Directors and Management Team

(I) Directors

March 29, 2021

Title Nationality/Place of
Incorporation
Name Gender Date Elected
(In Office)
Term (Years) Date First
Elected
Shareholding
when Elected
Shareholding
when Elected
Current
Shareholding
Current
Shareholding
Shares held by
spouse and
underage
children
Shares held by
spouse and
underage
children

Shareholding
by Nominee
Arrangement

Shareholding
by Nominee
Arrangement
Experience (Education) Director’s Current Position at
NTC and Other Companies
Executives or
Directors who are
Spouses or within
Two Degrees of
Kinship
Executives or
Directors who are
Spouses or within
Two Degrees of
Kinship
Executives or
Directors who are
Spouses or within
Two Degrees of
Kinship
Remarks (Note 2)
Shares Percentage of
shares(%)
Shares Percentage of
shares(%)
Shares Percentage of
shares(%)
Shares Percentage of
shares(%)
Title Name Relationship
Chairman R.O.C Nan Ya Plastics
Corp.
Representative:
Chia Chau,Wu
Male 2019.05.30 Three
years
1995.02.17
2004.05.12
907,303,775
-
29.71
-
907,303,775
957
29.30
0.00
0
0


0.00
0.00
0
0


0.00
0.00
Chairman, Nan Ya Plastics Corp.
Department
of
Business
Administration,
National
Chengchi University


Chairman, Nan Ya Plastics Corp.
Chairman, Nan Ya PCB Corp.
N/A N/A N/A N/A
Director R.O.C Wen Yuan, Wong
Male
2019.05.30 Three years 2007.05.25 4,000 0.00
4,000
0.00 127,648 0.00 0
0.00
Chairman, Formosa Chemicals
& Fibre Corp.
Master Degree in Industrial
Engineering,
University
of
Houston, USA



Chairman, Formosa Chemicals
& Fibre Corp.
Chairman, Formosa Taffeta Co.,
Ltd.,
Chairman, Formosa Advanced
Technologies Co., Ltd.
Chairman,
Chinese
National
Federation of Industries




N/A
N/A N/A N/A
Director R.O.C Susan Wang Female 2019.05.30 Three
years
2010.06.24 0 0.00
0
0.00 0 0.00 0
0.00
Executive
Director,
Formosa
Plastics Corp.
Department
of
Economics,
Barnard College,USA


Executive
Director,
Formosa
Plastics Corp.
Executive
Director,
Formosa
Petrochemical Corp.


N/A
N/A N/A N/A
Director R.O.C Pei-Ing Lee Male 2019.05.30 Three years 2004.05.12 683,098 0.02
884,098
0.03
571
0.00 0
0.00
President, Nanya Technology
Corp.
Ph.D. in Chemical Engineering,
Syracuse University, USA


President, Nanya Technology
Corp.
Director,
Formosa Advanced
Technologies Co., Ltd.
Independent Director, Powertech
Technology Inc.
(Note 1)



N/A
N/A N/A N/A
Director R.O.C Ming Jen, Tzou Male 2019.05.30 Three
years
2010.06.24 0 0.00
0
0.00 0
0


0.00
0.00
0
0


0.00
0.00
President, Nan Ya Plastics Corp.
Department
of
Chemical
Engineering, Former National
Taipei Universityof Technology



Director and President, Nan Ya
Plastics Corp.
Director, Nan Ya PCB Corp.

N/A
N/A N/A N/A
Director R.O.C Lin-Chin Su Male 2019.05.30 Three years 2016.06.22 269,601 0.01 145,601 0.00
0
0


0.00
0.00
0
0


0.00
0.00
Executive Vice President, Nanya
Technology Corp.
Ph.D. in Materials Science and
Engineering, University of Utah,
USA



Executive Vice President, Nanya
Technology Corp.
Director,
Formosa Advanced
Technologies Co., Ltd.
(Note 1)


N/A
N/A N/A N/A
Director R.O.C Formosa Taffeta
Co., Ltd.
Representative:
Shih-Ming Hsie
Male 2016.06.22 Three years 1995.02.17
2001.03.30
7,711,010
-

0.25
-

7,711,010
0
0.25
0.00
0
0


0.00
0.00
0
0


0.00
0.00
President, Formosa Advanced
Technologies Co., Ltd.
Graduated from National Taipei
University of Technology


Vice Chairman and President,
Formosa Advanced Technologies
Co., Ltd.
Vice Chairman, Formosa Taffeta
Co.,Ltd.



N/A
N/A N/A N/A
Director R.O.C Nan Ya Plastics
Corp.
Representative:
Joseph Wu
Male 2019.05.30 Three years 1995.02.17
2019.05.30
907,303,775
-
29.71
-

907,303,775
360,000
29.30
0.01


0
0


0.00
0.00
0
0
0.00
0.00
Vice
President,
Nanya
Technology Corp.
Master
Degree
in
Material
Engineering, National Taiwan
University



Vice President, Nanya
Technology Corp.
(Note 1)
N/A N/A N/A N/A
Director R.O.C Nan Ya Plastics
Corp.
Representative:
Rex Chuang
Male 2019.05.30 Three years 1995.02.17
2019.05.30
907,303,775
-
29.71
-

907,303,775
2,000
29.30
0.00


0
0


0.00
0.00
0
0
0.00
0.00
Vice
President,
Nanya
Technology Corp.
Master Degree in Materials
Engineering, San Jose State
University,USA



Vice President, Nanya
Technology Corp.
(Note 1)
N/A N/A N/A N/A
Independent
Director
R.O.C Ching-Chyi Lai Male 2019.05.30 Three years 2016.06.22 0 0.00
0
0.00 0 0.00
0

0.00
Chairman, Chunghwa Post Co.,
Ltd.
Chairman,
Taiwan
Insurance
Institute
Former Deputy Secretary General,
Executive Yuan ROC, Former
Chief
Secretary,
Council
for
Economic
Planning
and
Development
Master Degree in Public Finance,
National Chengchi University







Director, Taipei Foundation of
Finance
Independent Director,
Excellence Optoelectronic Inc.
Chair Professor, Chung Hua
University
N/A N/A N/A N/A
Independent Director R.O.C Shu-Po Hsu Male 2019.05.30 Three years 2013.06.21 0 0.00
0
0.00 0 0.00
0

0.00
Chairman, General Chamber of
Commerce of the Republic of
China
Master Degree in Graduate
Institute
of
Criminology,
National
Chung
Cheng
University





Vice Chairman, Taiwan Life
Insurance Co., Ltd.
Director, CTBC Insurance Co.,
Ltd.
Chairman, General Chamber of
Commerce of the Republic of
China
Chairman,
Life
Insurance
Educational Foundation





N/A
N/A N/A N/A
Independent
Director
R.O.C Tsai-Feng Hou Female 2019.05.30 Three years 2013.06.21 0 0.00
0
0.00 0 0.00
0

0.00
Former Legislator
Former President, Former Ta
Chong Securities Co., Ltd.
Executive Master Degree in
Public Policy Program, National
Sun Yat-sen University



N/A
N/A N/A N/A N/A

Note1: Please refer to VIII. Other Special Notes (Directors, Supervisors and Presidents of NTC’s Subsidiaries)

Note2: Where the Chairman 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.

9

Majorshareholders of theinstitutionalshareholders
April 23,2021
Majorshareholders of theinstitutionalshareholders
April 23,2021
Name of Institutional Shareholders Major shareholders of the institutional shareholders
Nan Ya Plastics Corp. Chang Gung Medical Foundation (11.05%), Formosa Plastics Corp.
(9.88%), Formosa Chemicals & Fibre Corp. (5.21%), Chang Gung
University (4%), Vanson International Investment Co., LTD. (2.39%),
Formosa Petrochemical Corp. (2.26%), Chindwell International Investment
Corp. (1.86%), LGT Bank (Singapore) Ltd. (1.56%), MACRO SYSTEMS
CORP (1.38%), JPMorgan Chase Bank N.A., Taipei Branch in custody for
Vanguard Total International Stock Index Fund, a series of Vanguard Star
Funds (1.22%)
Formosa Taffeta Co., Ltd. Formosa Chemicals & Fibre Corp. (37.40%), Chang Gung Medical
Foundation (5.79%), Yuanta/P-shares Taiwan Dividend Plus ETF (3.46%),
Yu Yuang Textile Co., Ltd. (2.55%), Min-Xiong Lai (2.43%), Chang Gung
University (2.20%), Chang Gung University of Science and Technology
(2.13%), Ming Chi University of Technology (1.87%), Taiwan Life
Insurance Company Ltd. (1.59%), Asia Pacific Investment Co., Ltd.
(1.43%)
Majorshareholders of the Company'smajor institutionalshareholders
April 23,2021
Majorshareholders of the Company'smajor institutionalshareholders
April 23,2021
Name of Institution Major shareholders of institution
Formosa Plastics Corp. Chang Gung Medical Foundation (9.44%), Formosa Chemicals & Fibre
Corp.(7.65%), Credit Suisse AG -- CREDIT SUISSE SINGAPORE
BRANCH (6.26%), Nan Ya Plastics Corp.(4.63%), Chindwell International
Investment Corp.(4.16%), Vanson International Investment Co., Ltd.
(3.05%), Formosa Petrochemical Corp. (2.07%), Investment Account of
Singapore's Government Fund under the custody of Citibank Taiwan
(1.34%), Ming Chi University of Technology (1.43%), Nan Shan Life
InsuranceCo.,Ltd.(1.4%)
Formosa Chemicals & Fibre Corp. Chang Gung Medical Foundation (18.58%), Chindwell International
Investment Corp. (6.35%), Vanson International Investment Co., Ltd.
(3.80%), Formosa Plastics Corp. (3.39%), Nan Ya Plastics Corp. (2.40%),
Wen Yuan, Wong (2.20%), Fubon Life Insurance Corporation (2.06%),
Consolidated Power Development Corp.(1.63%), Genesis Equity Group
Inc. (1.50%), HSBC Bank (Taiwan) Limited In Custody for Consolidated
Power DevelopmentCorp.(1.41%)
Formosa Petrochemical Corp. Formosa
Plastics
Corp.(28.56%),
Formosa
Chemicals
&
Fibre
Corp.(24.15%), Nan Ya Plastics Corp.(23.11%), Chang Gung Medical
Foundation (5.79%), Formosa Taffeta Co., Ltd.(3.83%), Genesis Equity
Group Inc. (0.60%), New Labor Pension Fund (0.59%), HSBC Bank
(Taiwan) Limited In Custody for Power Unlimited Corporation (0.51%),
Central Capital management Incorporated (0.49%), HSBC Bank (Taiwan)
Limited InCustodyfor Pacific Light and PowerCorporation(0.48%)
Taiwan Life Insurance Co.,Ltd. Chinatrust Financial Holding (100%)
LGT Bank(Singapore)Ltd. Investment Account
MACRO SYSTEMS CORP Investment Account
JPMorgan Chase Bank N.A., Taipei Branch in
custody for Vanguard Total International Stock Index
Fund,a series ofVanguardStar Funds

Investment Account
Yuanta/P-shares Taiwan Dividend Plus ETF Investment Account
Chindwell International Investment Corp. Everred Coporate,Inc.(100%)
Vanson International InvestmentCo.,LTD. LandmarkCapital Holdings Inc.(100%)
Yu Yuang Textile Co., Ltd. Ming-Te Hsieh (16.75%), Meng-Hsun Hsieh (12.45%), DRAGON
POWER TAFFETA CO., LTD. (10.66%), Chiu-Min Chung (7.16%), Yi-
Chen Hsieh (6.78%) STABLE FULL INDUSTRIAL CO., LTD. (5.92%),
Shih-Ming Hsie (2.68%), KEYFORD DEVELOPMENT CO., LTD.
(2.05%)
Asia Pacific Investment Co., Ltd. Formosa Plastics Corp. (16.17%), Nan Ya Plastics Corp. (14.99%),
Formosa Chemicals & Fibre Corp. (14.97%), ENERGY ASSOCIATES
LTD. (4.71%), POWER UNLIMITED CORP. (4.71%), Ssu-Han Wang
(4.25%), Formosa Taffeta Co., Ltd. (2.35%), TAH HSIN INDUSTRIAL
CORP. (2.35%), RIMWOOD INC. (2.35%), ACKERMAN BROTHERS
INC.(2.35%)

13

Name of Institution Major shareholders of institution
Chang Gung Medical Foundation Nan Ya Plastics Corp. (19.51%), Formosa Chemicals & Fibre Corp.
(15.02%), Formosa Plastics Corp. (14.41%), Wang Yung-Tsai (12.19%),
WangYung-Ching (7.97%)
Chang Gung University Chang Gung Medical Foundation (57.08%), Wang Yung-Ching (13.19%),
Chindwell International Investment Corp. (3.90%), Nan Ya Plastics Corp.
(2.57%),Formosa PlasticsCorp.(2.27%)
Ming Chi University of Technology Wang Yung-Ching (43.23%), Wang Yung-Tsai (38.81%), Nan Ya Plastics
Corp. (5.08%), Chindwell International Investment Corp. (3.74%),
Formosa Chemicals & Fibre Corp.(1.66%)
Chang Gung University of Science and Technology Wang Yung-Ching (31.99%), Chang Gung Medical Foundation (29.59%),
Wang Yung-Tsai (21.65%), Wen Yuan, Wong (3.76%), Chindwell
International Investment Corp.(1.99%),

Note: If the institutional shareholder is not a company, the names and shareholding ratio of shareholders to be disclosed are the names of people who contributed or donated the capital and the ratio of their contribution or donation.

14

Directors’ Professional Qualifications and Independent Analysis

March 29, 2021


March 29,

March 29,

March 29,

March 29,

March 29,

March 29,

March 29,

March 29,

March 29,

March 29,

March 29,

March 29,
2021
Criteria
Name
Has at least 5 years of work
experience
and meets one of the following
professional qualifications
Independence
(Note)
Number of other public companies in which the individual
is concurrently serving as an Independent Director

An instructor or higher position in a department of
commerce, law, finance, accounting, or other
academic department related to the business needs
of the Company in a public or private junior
college, college, or university
A judge, public prosecutor, attorney, certified public
accountant, or other professional or technical
specialist who has passed a national examination
and been awarded a certificate in a profession
necessary for the business of the Company
Has work experience in the areas of commerce, law,
finance, or accounting, or areas otherwise necessary
for the business of the Company
1 2 3 4 5 6 7 8 9 10 11 12
Nan Ya Plastics Corp.
Representative:
Chia Chau, Wu
N/A
Wen Yuan, Wong N/A
Susan Wang N/A
Pei-Ing Lee 1
Ming Jen, Tzou N/A
Lin-Chin Su N/A
Formosa Taffeta Co.,
Ltd. Representative:
Shih-Ming Hsie
N/A
Nan Ya Plastics Corp.
Representative:
Joseph Wu
N/A
Nan Ya Plastics Corp.
Representative:
Rex Chuang
N/A
Ching-Chyi Lai 1
Shu-Po Hsu N/A
Tsai-Feng Hou N/A

Note: 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 (except where the person is an independent director of the Company who serves concurrently as an independent director of its parent company, subsidiary, or subsidiary of the same parent company in accordance with the Act or local regulations).

15

  • (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 1% 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 the manager described in (1) above, or of any of the persons described in (2) or (3) above.

  • (5) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of issued shares of the Company, or that ranks as one of its top five shareholders, or that designates its representative to serve as a director or supervisor of the Company based on Article 27, Paragraph 1 or 2 of the Company Law (except where the person is an independent director of the Company who serves concurrently as an independent director of its parent company, subsidiary, or subsidiary of the same parent company in accordance with the Act or local regulations).

  • (6) Not a director, supervisor, or employee of another company controlled by the same person that holds a majority of board seats or voting shares of the Company (except where the person is an independent director of the Company who serves concurrently as an independent director of its parent company, subsidiary, or subsidiary of the same parent company in accordance with the Act or local regulations).

  • (7) Not a director, supervisor, or employee of another company or institution of which the chairman or president (or equivalent) themselves or their spouse also serve as the Company’s chairman or president (or equivalent) (except where the person is an independent director of the Company who serves concurrently as an independent director of its parent company, subsidiary, or subsidiary of the same parent company in accordance with the Act or local regulations).

  • (8) Not a director, supervisor, manager, or shareholder holding 5% or more of the shares of a specified company or institution that has a financial or business relationship with the Company (except where the specified company or institution owns 20% or more but less than 50% of the total number of issued shares of the Company and the person is an independent director of the Company who serves concurrently as an independent director of its parent company, subsidiary, or subsidiary of the same parent company in accordance with the Act or local regulations).

  • (9) Not a professional individual who provides an audit service or receives no more than NT$500,000 in cumulative compensation in the last two years for commercial, legal, financial, or accounting services to the Company or its affiliates, nor is an owner, partner, director, supervisor, or manager, or the spouse of any of the above, of a sole proprietorship, partnership, company, or institution that provides such services to the Company or its affiliates. However, the exception applies to members of a compensation committee, a public tender review committee, or a special committee for merger, consolidation and acquisition exercising their authority pursuant to the Securities and Exchange Act or the Business Mergers and Acquisitions Act.

  • (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.

  • (12) Not a governmental, juridical person or its representative as defined in Article 27 of the Company Law.

16

Implementation of the Board Diversity Policy

The Board of Directors currently has 12 members, including 3 independent directors, 2 female directors, and 4 directors who are concurrently employees, accounting for 25%, 16.7%, and 33.3% of all directors, respectively.

March 29, 2021 March 29, 2021 March 29, 2021
Item
Title
Name Gender NTC’s
Employee
Tenure of NTC’s
Independent
Director

Business Management
Leadership Decision DRAM Industry International Outlook Financial / Accounting
Analysis
GICS Level 1
(Note)
3~5 Years 6~8 Years Materials Financials
Information
Technology
Chairman Chia Chau, Wu Male
Director Wen Yuan, Wong Male
Director Susan Wang Female
Director Pei-Ing Lee Male
Director Ming Jen, Tzou Male
Director Lin-Chin Su Male
Director Shih-Ming Hsie Male
Director Joseph Wu Male
Director Rex Chuang Male
Independent
Director

Ching-Chyi Lai
Male
Independent
Director

Shu-Po Hsu
Male
Independent
Director

Tsai-Feng Hou
Female

Note: Global Industry Classification Standard, GICS.

17

(II) Management Team (II) Management Team (II) Management Team (II) Management Team March 29,2021 March 29,2021 March 29,2021 March 29,2021
Title Nationality Name Gender Date
Elected
(In Office)
Shareholding Spouse's/
minor's
Shareholding

Shareholding
by Nominee
Arrangement


Experience (Education)
Current job position in other
companies
Managerial officer
who is a spouse or
a relative within
second degree


Remarks (Note 2)
Shares
(Share)
Percentage of
shares(%)
Shares
(Share)
Percentage of
shares(%)
Shares
(Share)
Percentage of
shares(%)
Title Name
Relationship
President R.O.C Pei-Ing Lee Male 2015.10.06
884,098
0.03 571 0.00
0
0.00
President, Nanya Technology Corp.
Ph.D. in Chemical Engineering, Syracuse
University, USA

Director, Formosa Advanced
Technologies Co., Ltd.
Independent
Director,
Powertech Technology Inc.
(Note 1)


N/A
N/A N/A N/A
Executive
Vice President
R.O.C Lin-Chin Su Male 2019.03.08
145,601
0.00 0 0.00
0
0.00
Executive Vice President, Nanya Technology
Corp.
Ph.D. in Materials Science and Engineering,
University of Utah, USA


Director, Formosa Advanced
Technologies Co., Ltd.
(Note 1)
N/A N/A N/A N/A
Vice
President
R.O.C Joseph Wu Male 2017.12.20
360,000
0.01 0 0.00
0
0.00
Vice President, Nanya Technology Corp.
Master Degree in Material Engineering,
National Taiwan University

(Note 1)
N/A N/A N/A N/A
Vice
President
R.O.C Rex Chuang Male 2017.12.20
2,000
0.00 0 0.00
0
0.00
Vice President, Nanya Technology Corp.
Master Degree in Materials Engineering, San
Jose State University, USA

(Note 1)
N/A N/A N/A N/A
Vice
President
R.O.C Yau-Ming
Chen
Male 2019.03.08
0
0.00
0
0.00
0
0.00
Vice President, Nanya Technology Corp.
Department
of
Electrical
Engineering,
National Taiwan University

Director, Formosa Advanced
Technologies Co., Ltd.
N/A N/A N/A N/A
Assistant Vice
President
R.O.C Wesley Chang Male 2013.04.01
42
0.00
0
0.00
0
0.00
Assistant Vice President, Nanya Technology
Corp.
Master Degree in Business Management,
Chang Gung University


N/A
N/A N/A N/A N/A
Assistant Vice
President
R.O.C Chi-Meng Su Male 2013.02.20
0
0.00
0
0.00
0
0.00
Assistant Vice President, Nanya Technology
Corp.
Master Degree in Electronics Engineering,
National Chiao Tung University


(Note 1)
N/A N/A N/A N/A
Assistant Vice
President
R.O.C Mark Mao Male 2017.12.20
0

0.00

0
0.00
0
0.00
Assistant Vice President, Nanya Technology
Corp.
Master Degree in Materials Science and
Engineering, Columbia University, USA


N/A
N/A N/A N/A N/A
Assistant Vice
President
R.O.C Jeff J.P. Lin Male 2017.12.20
150,027

0.00

0
0.00
0
0.00
Assistant Vice President, Nanya Technology
Corp.
Ph.D. in Electrical Engineering, University of
Texas at Austin, USA


N/A
N/A N/A N/A N/A
Assistant Vice
President
R.O.C Rex Chen Male 2017.12.20
57,000

0.00

0
0.00
0
0.00
Assistant Vice President, Nanya Technology
Corp.
Master Degree in International Business,
Tamkang University


(Note 1)
N/A N/A N/A N/A
Assistant Vice
President
R.O.C Chuan-Jen
Chang
Male 2017.12.20
53,048

0.00

0
0.00
0
0.00
Assistant Vice President, Nanya Technology
Corp.
Master Degree in Electrical Engineering,
State University of New York, USA


N/A
N/A N/A N/A N/A
Finance Officer and
Corporate Governance
Supervisor
R.O.C Philip Jao Male 2017.03.09
0
0.00
0
0.00
0
0.00
Executive
Administrator
of
Nanya
Technology Corp.
Master Degree in Business Administration,
University of Florida, USA
Executive Master in Business
Administration, National Taiwan University

N/A
N/A N/A N/A N/A

Accounting
Supervisor
R.O.C Hung-Chi Kuo Male 2010.12.01
0
0.00
0
0.00
0
0.00
Director, Nanya Technology Corp.
Department of Accounting, National Chung
Hsing University

(Note 1)
N/A N/A N/A N/A

Note 1: Please refer to VIII. Other Special Notes (Directors, Supervisors and Presidents of NTC’s Subsidiaries).

Note 2: Where the Chairman 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.

III. Remuneration of Directors, President, and Vice Presidents in the most recent year

(I) Remuneration of Directors and Independent Directors

Unit: NT$ thousands; December 31, 2020

Title Name Director's Remuneration Director's Remuneration Director's Remuneration Director's Remuneration Total
Remuneration
(A+B+C+D) as
a % of Net
Income
(Note 2)
Total
Remuneration
(A+B+C+D) as
a % of Net
Income
(Note 2)
Compensation Received by a Director who is an employee
of NTC or of NTC’s consolidated subsidiaries
Compensation Received by a Director who is an employee
of NTC or of NTC’s consolidated subsidiaries
Compensation Received by a Director who is an employee
of NTC or of NTC’s consolidated subsidiaries
Compensation Received by a Director who is an employee
of NTC or of NTC’s consolidated subsidiaries
Compensation Received by a Director who is an employee
of NTC or of NTC’s consolidated subsidiaries
Compensation Received by a Director who is an employee
of NTC or of NTC’s consolidated subsidiaries
Compensation Received by a Director who is an employee
of NTC or of NTC’s consolidated subsidiaries
Compensation Received by a Director who is an employee
of NTC or of NTC’s consolidated subsidiaries
Total
Compensation
(A+B+C+D+E
+F+G) as a %
of Net Income
Total
Compensation
(A+B+C+D+E
+F+G) as a %
of Net Income
Remuneration received from invested companies
other than subsidiaries or the parent company
(A) Remuneration Retirement
pension (B)
(C) (Note 1) Director's
remuneration

business (D)
Fees for
conducting

Salary,
bonuses and
allowances
(E)
Retiremen
t pension
(F)
Remuneration for employees
(Note 3)
(G)
The Company Companies in the consolidated
financial statements
The Company Companies in the consolidated
financial statements
The Company Companies in the consolidated
financial statements
The Company Companies in the consolidated
financial statements
The Company Companies in the consolidated
financial statements
The Company Companies in the consolidated
financial statements
The Company Companies in the consolidated
financial statements
The Company financial
statements
Companies in the
consolidated
The Company Companies in the consolidated
financial statements
Amount
in cash
Amount
in stock
Amount
in cash
Amount
in stock
Chairman Nan Ya Plastics Corp.
Representative:
Chia Chau, Wu
0 0 0 0 0 0 500 500 0.0065 0.0065 24,893 24,893 216 216 16,100
0
16,100 0 0.5427 0.5427 2,545
Director Wen Yuan, Wong
Director Susan Wang
Director Pei-Ing Lee
Director Ming Jen, Tzou
Director Lin-Chin Su
Director Formosa Taffeta Co.,
Ltd. Representative:
Shih-Ming Hsie
Director Nan Ya Plastics Corp.
Representative:
Joseph Wu
Director Nan Ya Plastics Corp.
Representative:
Rex Chuang
Independent
Director
Ching-Chyi Lai 5,400 5,400 0 0 0 0 600 600 0.0781 0.0781
0
0 0 0 0 0 0 0 0.0781 0.0781
0
Independent
Director
Shu-Po Hsu
Independent
Director
Tsai-Feng Hou
  1. Describe the policy, system, standard, and structure of remuneration to independent directors, and the correlation between duties, risk, and time input with the amount of remuneration: Refer to "Three. III. (III) 2." of the Corporate Governance Report for the policies, standards, and portfolios for the payment of remuneration, the procedures for determining remuneration, and the correlation with risks and business performance.

  2. Other than as disclosed in the above table, the remuneration of directors providing services (e.g., providing consulting services as a non-employee) to the Company and all consolidated entities in the latest fiscal year: None.

Note 1: Remuneration was approved by the board of directors.

  • Note 2: Net profit after tax means the Company's net profit after tax in the most recent year. If the financial statements were prepared according to IFRSs, net profit after tax mens the Company's net profit after tax on the financial statements.

Note 3: The amount of employee compensation is estimated.

Range of Remuneration

Range of Remuneration
22 Range of Remuneration Paid to Directors Name of Directors
Total amount for the 4 preceding remunerations
(A+B+C+D)
Total amount for the 7 preceding remunerations
(A+B+C+D+E+F+G)
The Company Companies in the
consolidated financial
statements
The Company The Parent Company and
Invested Companies
Under NT$ 1,000,000 Wen Yuan, Wong,
Susan Wang,
Chia Chau, Wu,
Pei-Ing Lee,
Ming Jen, Tzou,
Lin-Chin Su,
Shih-Ming Hsie,
Joseph Wu,
Rex Chuang,
Nan Ya Plastics Corp.,
Formosa Taffeta Co., Ltd.
Wen Yuan, Wong,
Susan Wang,
Chia Chau, Wu,
Pei-Ing Lee,
Ming Jen, Tzou,
Lin-Chin Su,
Shih-Ming Hsie,
Joseph Wu,
Rex Chuang,
Nan Ya Plastics Corp.,
Formosa Taffeta Co., Ltd.
Wen Yuan, Wong,
Susan Wang,
Chia Chau, Wu,
Ming Jen, Tzou,
Shih-Ming Hsie,
Nan Ya Plastics Corp.,
Formosa Taffeta Co., Ltd.
Wen Yuan, Wong,
Susan Wang,
Chia Chau, Wu,
Ming Jen, Tzou,
Shih-Ming Hsie,
Nan Ya Plastics Corp.,
NT$1,000,000
(inclusive)
to
NT$2,000,000
(exclusive)

N/A
N/A N/A N/A
NT$2,000,000
(inclusive)
to
NT$3,500,000
(exclusive)

Ching-Chyi Lai,
Shu-Po Hsu,
Tsai-Feng Hou,
Ching-Chyi Lai,
Shu-Po Hsu,
Tsai-Feng Hou,
Ching-Chyi Lai,
Shu-Po Hsu,
Tsai-Feng Hou,
Ching-Chyi Lai,
Shu-Po Hsu,
Tsai-Feng Hou,
Formosa Taffeta Co., Ltd.
NT$3,500,000
(inclusive)
to
NT$5,000,000
(exclusive)

N/A
N/A N/A N/A
NT$5,000,000 (inclusive) to NT$10,000,000
(exclusive)

N/A
N/A Joseph Wu,
Rex Chuang,
Joseph Wu,
Rex Chuang,
NT$10,000,000 (inclusive) to NT$15,000,000
(exclusive)

N/A
N/A Lin-Chin Su Lin-Chin Su
NT$15,000,000 (inclusive) to NT$30,000,000
(exclusive)

N/A
N/A Pei-Ing Lee Pei-Ing Lee
NT$30,000,000 (inclusive) to NT$50,000,000
(exclusive)

N/A
N/A N/A N/A
NT$50,000,000 (inclusive) to NT$100,000,000
(exclusive)

N/A
N/A N/A N/A
NT$100,000,000 or more N/A N/A N/A N/A
Total 14 14 14 14

(II) Remuneration of President and Vice Presidents Unit: NT$ thousands; December 31, 2020

Title
President
Executive
Vice President
Vice
President
Vice
President
Vice
President
Name Salary
(A)
Salary
(A)
Retirement
pension
(B)
Retirement
pension
(B)
Bonuses and
allowances, etc.
(C)
Bonuses and
allowances, etc.
(C)
Employee remuneration
(D)
(Note)
Employee remuneration
(D)
(Note)
Employee remuneration
(D)
(Note)
Employee remuneration
(D)
(Note)
Ratio of total
compensation
(A+B+C+D) to net
income (%)
Ratio of total
compensation
(A+B+C+D) to net
income (%)
Remuneration
received from
invested companies
other than
subsidiaries or
the parent
company
The Company Companies in
the consolidated
financial
statements
The Company Companies in
the consolidated
financial
statements
The Company Companies in
the consolidated
financial
statements
The
Company
Companies in the
consolidated
financial statements
The Company Companies in
the consolidated
financial
statements
Amount
in cash
Amount
in stock
Amount
in cash
Amount
in stock
Pei-Ing Lee 29,857
29,857
324 324 0 0 18,950
0
18,950 0 0.6392 0.6392 180
Lin-Chin Su
Joseph Wu
Rex Chuang
Yau-Ming Chen

Note: The amount of employee compensation is estimated.

Range of Remuneration

Range of Remuneration
Range of Remuneration of President and Vice Presidents Name of President and VicePresidents
The Company The Parent Company and Invested
Companies
Under NT$ 1,000,000
NT$1,000,000(inclusive)to NT$2,000,000(exclusive)
NT$2,000,000(inclusive)to NT$3,500,000(exclusive)
NT$3,500,000(inclusive)to NT$5,000,000(exclusive)
NT$5,000,000(inclusive)to NT$10,000,000(exclusive) Joseph Wu,Rex Chuang,Yau-MingChen Joseph Wu,Rex Chuang,Yau-MingChen
NT$10,000,000(inclusive)to NT$15,000,000(exclusive) Lin-Chin Su Lin-Chin Su
NT$15,000,000(inclusive)to NT$30,000,000(exclusive) Pei-IngLee Pei-IngLee
NT$30,000,000(inclusive)to NT$50,000,000(exclusive)
NT$50,000,000
(inclusive)
to
NT$100,000,000
(exclusive)
NT$100,000,000 or more
Total 5 5

Employee Compensation of Executive Officers

Unit: NT$ thousands; December 31, 2020

Item
Title
Name Amount
in stock
(Note 1)
Amount
in cash
(Note 1)
Total Percentage of total
bonuses to net profit
after tax
(%) (Note 2)
Managerial Officers President Pei-IngLee 0 36,000 36,000 0.4684
Executive
VicePresident
Lin-Chin Su
Vice President Joseph Wu
Vice President Rex Chuang
Assistant Vice
President
Yau-Ming Chen
Assistant Vice
President
Wesley Chang
Assistant Vice
President
Chi-Meng Su
Assistant Vice
President
Mark Mao
Assistant Vice
President
Jeff J.P. Lin
Assistant Vice
President
Rex Chen
Assistant Vice
President
Chuan-Jen Chang
Finance Officer
and Corporate
Governance
Supervisor

Philip Jao
Accounting
Supervisor
Hung-Chi Kuo

Note 1: The amount of employee compensation is estimated. Note 2: Net income is NTC’s net income after tax.

  • (III) Comparison and description of Remuneration for Directors, President and Vice Presidents in the Most Recent Two Fiscal Years and Remuneration Policy for Directors, President and Vice Presidents. The ratio of total remuneration paid by the Company and by all companies included in the consolidated financial statements for the two most recent fiscal years to Directors, President and Vice Presidents of the Company, to the net income.

1. Total remuneration as a percentage of net profit after tax

ofit after tax
Unit: %

2020
2019
0.6207
0.5135

0.6392

0.5325

Note: Remuneration for Directors includes compensation received by a Director who is an employee of NTC and Independent Directors.

24

Description:

  • (1) Compared with 2019, Director's remuneration accounted for a higher percentage of net profit after tax in 2020 due to the decrease in net profit after tax.

  • (2) Compared with 2019, remuneration to the President and Vice Presidents accounted for a higher percentage of net profit after tax in 2020 due to the decrease in net profit after tax.

  • The policies, standards, and portfolios for the payment of remuneration, the procedures for determining remuneration, and the correlation with risks and business performance.

  • (1) The remuneration of NTC’s Directors is determined in accordance with Article 16 of NTC’s Articles of Incorporation, which stipulates that: "The Board of Directors is authorized to determine the compensation for the Directors, according to their extent and value of the contribution provided for the Company and the common compensation standards of the same industry.", Furthermore, traffic fares are based on attendances of Board meetings.

  • (2) Independent directors receive a fixed amount of compensation each month, traffic fares based on attendance of Board meetings, and do not receive any variable remuneration. Other directors only receive traffic fares based on attendance of Board meetings and do not receive any variable remuneration. All directors do not receive director's remuneration.

  • (3) NTC’s Compensation Committee reviews remuneration policies, standards, structures, systems, and adjustments for Directors and executive officers, and reports to NTC’s Board for approval.

  • (4) The remuneration of managerial officers including the president and vice presidents is in accordance with the Articles of Incorporation and Article 29 of the Company Act. Furthermore, salary adjustments and other compensation are determined based on the attainment of business goals or financial indicators for functions they are responsible for, individual performance and contributions, as well as leadership, communication, and innovation performance. The Company also included their economic, environmental, and social contributions and other corporate governance indicators for sustainable development, and also references salary standards in the industry.

25

IV. Implementation of Corporate Governance

(I) Board of Directors’ Meeting Status

A total of 6 Board meetings were held in the most recent year up to December 31, 2020. Director attendance is shown as follows:

Title Name Attendance
inperson
By
Proxy
Attendance
rate(%)
Remarks
Chairman Nan Ya Plastics Corp.
Representative:
Chia Chau, Wu
6 0 100
Director Wen Yuan, Wong 6 0 100
Director Susan Wang 2 4 33.3
Director Pei-Ing Lee 6 0 100
Director Ming Jen, Tzou 6 0 100
Director Lin-Chin Su 6 0 100
Director Formosa Taffeta Co.,
Ltd. Representative:
Shih-Ming Hsie
6 0 100
Director Nan Ya Plastics Corp.
Representative:
Joseph Wu
6 0 100
Director Nan Ya Plastics Corp.
Representative:
Rex Chuang
6 0 100
Independent
Director
Ching-Chyi Lai 6 0 100
Independent
Director
Shu-Po Hsu 6 0 100
Independent
Director
Tsai-Feng Hou 6 0 100
Other mentionable items:
I.
If any of the following circumstances occur, the dates of the meetings, sessions, contents of
motion, all Independent Directors’ opinions and the Company’s response should be specified:
(I)
Items specified in Article 14-3 of the Securities and Exchange Act: N/A.
(II) Other matters involving objections or expressed reservations by independent directors that
were recorded or stated in writing that require a resolution by the board of directors: None.
II.
Implementation of Directors Avoiding Conflict of Interests towards Resolution:
(I)
Name: Pei-Ing Lee
Resolutions adopted: The 1st Board meeting in 2020 was convened on February 26, 2020
to seek approval from the Shareholders meeting to lift the non-
compete clause for Director.
Reasons for recusal due to a conflict of interest and participation in voting:
The above Director was the captioned interested party, so he recused himself from
discussion and vote.

26

(II) Name: Pei-Ing Lee, Lin-Chin Su, Joseph Wu, and Rex Chuang
Resolutions adopted: The 1st Board meeting in 2020 was convened on February 26, 2020,
to determine the 2019 bonuses for managers.
Reasons for recusal due to a conflict of interest and participation in voting:
The above Directors were the captioned interested party, so they recused themselves from
the discussion and vote.
(III) Name: Chia-Chau Wu, Wen-Yuan Wang, Ming-Jen Tzou, Joseph Wu, and Rex Chuang
Resolutions adopted: The 3rd Board meeting in 2020 was held on May 28, 2020 to sign 2
"land lease contracts" with Nan Ya Plastics Corporation.
Reasons for recusal due to a conflict of interest and participation in voting:
The above Directors were the Chairman, Executive Director, Director, or representative of
institutional Director of Nan Ya Plastics Corporation, and therefore recused themselves
from discussion and did not participate in the vote.
(IV) Name: Pei-Ing Lee, Lin-Chin Su, Joseph Wu, and Rex Chuang
Resolutions adopted: The 4th Board meeting in 2020 was convened on August 6, 2020 to
discuss the proposed salary raise for managers in 2020.
Reasons for recusal due to a conflict of interest and participation in voting:
The above Directors were the captioned interested party, so they recused themselves from
the discussion and vote.
(V) Name: Ching-Chyi Lai, Shu-Po Hsu, Tsai-Feng Hou, Lin-Chin Su, and Joseph Wu
Resolutions adopted: The 5th Board meeting in 2020 was convened on November 4, 2020
to appoint Independent Directors Mr. Ching-Chyi Lai, Mr. Shu-Po
Hsu, and Ms. Tsai-Feng Hou, and Directors Mr. Lin-Chin Su and Mr.
Joseph Wu as members of the Risk Management Committee.
Reasons for recusal due to a conflict of interest and participation in voting:
The above Directors were the captioned interested party, so they recused themselves from
the discussion and vote.
III.
TWSE/TPEx-listed companies are required to disclose the evaluation cycle and period,
scope of evaluation, evaluation method, and evaluation items of the self (or peer) evaluations
conducted bythe Board of Directors:
Evaluation
cycle
Evaluation
period
Scope of
evaluation
Evaluation
method
Evaluation items
Includes "level of participation in
Self-
Company operations, improving the
Board of
evaluation by
quality of Board decisions,Board
Directors
Board
composition and structure, selection
members
and continuing education of directors,
Once a year
~~O~~ctober 1, 201~~9~~
to September
30, 2020
and internal control system."
Individual
Directors
Member
Self-
evaluation by
Board
members
Includes grasp of company goals and
missions,
understanding
of
the
director's responsibilities, level of
participation in company operations,
internal relationship management and
communication, director's specialty





and continuing education, and internal
controls.

27

Evaluation
cycle
Evaluation
period
Scope of
evaluation
Evaluation
method
Evaluation items
Evaluation
cycle
Evaluation
period
Scope of
evaluation
Evaluation
method
Evaluation items
Includes participation in company
operations, understanding of the Audit
Self-
Committee's
responsibilities,
Audit
evaluation by
improvement
of
the
Audit
Committee
Committee
Committee's decision-making quality,
members
composition of the Audit Committee
Once a year
October 1, 2019
to September
30, 2020
and member selection, and internal
control.
Includes participation in company

operations, understanding of the
Self-
Remuneration
Committee's
Remuneration
evaluation by
responsibilities, improvement of the
Committee
Committee
Remuneration Committee's decision-
members
making quality, and composition of
the Remuneration Committee and
member selection.
IV. An evaluation of the goals set for strengthening the functions of the Board and implementation
status during the current and immediately preceding fiscal years:
(I) All operations of the Board of Directors are in compliance with the law, the Company's
Articles of Incorporation, and resolutions of shareholders' meetings. In addition to
professional knowledge, skills, and literacy required by all directors to perform their duties,
the Board of Directors maximizes benefits for all shareholders based on the principle of good
faith and duty of care.
(II) We have appointed independent directors and established a good Board governance system,
comprehensive supervision functions, and management mechanism. We established the
Board of Directors Meetings Rules in accordance with regulations of the securities
regulatory authority, including the contents of proceedings, operating procedures, matters to
be specified in the meeting minutes, announcements, and other matters requiring
compliance.
(III) In accordance with regulations of the securities regulatory authority, the Board of Directors
passed the resolution on September 28, 2011 to establish a remuneration committee, as well
as the policy to review and submit remunerations of directors and managers to the Board of
Directors for a resolution.
(IV) In accordance with the provisions of the securities regulatory authority, the Company
passed the resolution of the Board of Directors on June 22, 2016 and set up the Audit
Committee to submit the resolutions of the Board of Directors to the implementation of
corporate governance.
(V) Besides annual self-evaluations of Board operations to strengthen Board functions, internal
auditors prepare monthly audit reports on Board operations for review by independent
directors before the end of the following month, in order to comply with regulations of the
securities regulatory authority.

28

(VI) The Board of Directors adopted a resolution on November 4, 2020 to establish a Risk Management Committee, so as to strengthen Board functions and risk management mechanisms. The Committee will assist in the review of risk management policies and structure, risk appetite and tolerance, and supervise the implementation of the risk management system and the effective operation of related mechanisms, so as to achieve the Company's risk management goals.

29

(II) Audit Committee Meeting Status

The Audit Committee held a total of 6 meetings in the most recent year up to December 31, 2020. The attendance of independent directors was as follows:

Title Name Attendance in
person
By Proxy Attendance
rate(%)
Remarks
Convener Ching-Chyi Lai 6 0 100
Committee
member
Shu-Po Hsu 6 0 100
Committee
member
Tsai-Feng Hou 6 0 100
Other mentionable items:
I.
The operation of the Audit Committee shall, if any of the following circumstances, specify the date
of the Board, date, contents, results of the Audit Committee resolutions and the handling of the
opinions of the Audit Committee as below:
(I)
The matters listed in Article 14-5 of the Securities Exchange Act.
(II) Except previous matters, the other approved by the Audit Committee, and by more than two-
thirds of all directors agreed to the matter.
Board of
Director
Content
Matters
specified in
Article 14-5
of Securities
and
Exchange
Act
The other
approved by
the Audit
Committee,
and by more
than two-thirds
of all directors
agreed to the
matter
February 26, 2020
1st meeting in
2020
1. To approve the Company's 2019 financial
statements.
2. To formulate the Company's "Internal Control
System Statement".
3. To amend the Company's "Charter of the Audit
Committee."
4. To amend the "Internal Control System" and
"Internal Audit Implementation Rules" of the
Company's
financial
statement
preparation
process.








Audit Committee Resolution on February 26, 2020: All attendants agreed to pass.
The Company's handling of the opinions of the Audit Committee: Approved by all
Directors in attendance.
May 6, 2020
2nd meeting in
2020
1. To amend the Company's "Internal Control
System" and "Internal Audit Implementation
Rules."


Audit Committee Resolution on May 6, 2020: All attendants agreed to pass.
The Company's handling of the opinions of the Audit Committee: Approved by all
Directors in attendance.
May 28, 2020
3rd meeting in
2020
1. To sign 2 "land lease contracts" with Nan Ya
Plastics Corporation.


Audit Committee Resolution on May 28, 2020: All attendants agreed to pass.
The Company's handling of the opinions of the Audit Committee: Some
Directors recused themselves from the case (See 2.
Implementation of Directors Avoiding Conflict of
Interests towards Resolution); the remaining Directors
approved the proposals.

30

~~The other~~
Board of
Director
Content
Matters
specified in
Article 14-5
of Securities
and
approved by
the Audit
Committee,
and by more
than two-thirds
Exchange
Act
of all directors
agreed to the
matter
December 18,
2020
6th meeting in
2020
1. To approve the Company's internal audit plan in
2021.


Audit Committee Resolution on December 18, 2020: All attendants agreed to pass.
The Company's handling of the opinions of the Audit Committee: Approved by all
Directors in attendance.
II. The Independent Directors' avoidance of interest motion should indicate the names of the
Independent Directors, content of the motion and reasons of avoidance of interest as well as the
involvement in voting: None.
III. The communication between the Independent Director, internal audit officer of the Company’s and
CPA. (including major matters, methods and results of communication on the Company's financial
and business conditions)
(I) The communication between the Independent Directors and the internal audit officer of the
Company
1. The amendment of the "Internal Control Systems" and "Internal Audit Implementation
Rules" of the Company shall be subject to the approval of the Audit Committee and shall
be submitted to the Board of Directors for a resolution.
2. The Company's annual audit plan was approved by the Audit Committee and submitted to
the Board of Directors for a resolution.
3. The “Internal Control System Statement” of the Company shall be subject to the approval
of the Audit Committee and shall be submitted to the Board of Directors for a resolution.
4. The Audit Office regularly submits an internal audit report to independent directors for
review each month.
5. Independent directors and the chief internal auditor shall meet at least once a quarter to
communicate the internal audit execution status and internal control operation status of the
Company. Besides preparing an audit report on deficiencies and abnormalities in the
internal control system, cases are tracked to ensure that relevant units take appropriate
improvement measures.
6. Independent directors may directly contact the internal audit supervisor when necessary.
7. Summary of communication between independent directors and the chief internal auditor
in 2020
Date
Meeting
Content
Result
December 2019 Audit
The Audit Office will
Report
schedule on-site audits of
February 10,
Telephone
Recommendation from
overseas subsidiaries once
2020
conferences
Independent Director:
the COVID-19 pandemic
Step up irregular audits of
subsides.
subsidiaries

31

Date Meeting Content Result
February 14,
2020
Review
meeting
1. To report on the
implementation progress of
the Company's internal audit
plan in November through
December 2019
Recommendation from
Independent Director:
Enhance audits of
subsidiaries
2. Prepare an Internal
Control System Statement
1. The Audit Office has
handled matters as
recommended by
Independent Directors.
2. Good, no dissenting
opinion.
February 26,
2020
Audit
Committee
1. To report on the
implementation progress of
the Company's internal audit
plan in November through
December 2019
Recommendation from
Independent Director:
Method for preventing
deficiencies found in audits
from being repeated
2. Prepare an Internal
Control System Statement
1. Noted and reported to
the Board of Directors. The
Audit Office and related
departments have handled
matters as recommended by
independent directors.
2. Passed with the
approval of all members in
attendance and submitted to
the Board of Directors for
resolution.
April 23,
2020
Review
meeting
1. To report on the
implementation progress of
the Company's internal audit
plan in the first quarter of
2020
2. To amend the
Company's "Internal
Control Systems" and
"Internal Audit
Implementation Rules"
Good, no dissenting
opinion.
May 6,
2020
Audit
Committee
1. To report on the
implementation progress of
the Company's internal audit
plan in the first quarter of
2020
2. To amend the
Company's "Internal
Control Systems" and
"Internal Audit
Implementation Rules"
1. Noted, no dissenting
opinion, and reported to the
Board of Directors.
2. Passed with the
approval of all members in
attendance and submitted to
the Board of Directors for
resolution.

32

Date Meeting Content Result
May 6,
2020
Review
meeting
To report the progress of
correcting defects and
irregularities in the internal
control system in 2019.
Good, no dissenting
opinion.
May 25,
2020
Audit
Committee
To report the progress of
correcting defects and
irregularities in the internal
control system in 2019.
Noted, no dissenting
opinion, and reported to the
Board of Directors.
July 24,
2020
Review
meeting
To report on the
implementation progress of
the Company's internal audit
plan in the second quarter of
2020
Recommendation from
Independent Director:
Revise related operating
procedures and irregularly
conduct on-site audits each
year
Related departments have
revised operating
procedures as recommended
by Independent Directors,
and the Audit Office has
arranged for Independent
Directors to conduct an on-
site audit on October 26.
August 6,
2020
Audit
Committee
To report on the
implementation progress of
the Company's internal audit
plan in the second quarter of
2020
Noted, no dissenting
opinion, and reported to the
Board of Directors.
October 26,
2020
Review
meeting
To report on the
implementation progress of
the Company's internal audit
plan in the third quarter of
2020
Good, no dissenting
opinion.
October 26,
2020
Independent
Directors
conducted
an on-site
sampling
inspection
On-site sampling inspection
of the implementation of
internal control procedures
Recommendation from
Independent Director:
Improved and revised
related operating procedures
Related departments have
revised operating
procedures as recommended
by Independent Directors.
November 4,
2020
Audit
Committee
To report on the
implementation progress of
the Company's internal audit
plan in the third quarter of
2020
Noted, no dissenting
opinion, and reported to the
Board of Directors.
December 2,
2020
Review
meeting
1. To report on the
implementation progress of
the Company's internal audit
plan in October 2020
2. To approve the 2021
internal auditplan.
Good, no dissenting
opinion.

33

Date Meeting Content Result
1. To report on the 1. Noted, no dissenting
implementation progress of opinion, and reported to the
the Company's internal audit Board of Directors.
plan in October 2020
2. To approve the 2021 2. Passed with the
internal audit plan. approval of all members in
December 18,
Audit
attendance and submitted to
2020 Committee the Board of Directors for
resolution.
Recommendation from The Audit Office will
Independent Director: handle matters as
Include departments with recommended by
relatively high risk in Independent Directors.
irregular audits
(II) The communication between the Independent Directors and the CPA
1. The Audit Committee of the Company is composed of all Independent Directors, the CPA
has presented the findings or the comments for the financial reports and the impact of the
amendment of the relevant laws and regulations.
2. The Independent Directors could contact CPA directly by case.
3. Summary of communication between independent directors and accountants in 2020
Date Meeting Content Result
To explain audit opinions on Passed with the approval of
February 26, Audit the 2019 financial statements. all members in attendance
2020 Committee and submitted to the Board of
Directors for resolution.
May 6,
2020
Audit
Committee
To explain audit opinions on
the financial statements for
the firstquarter of 2020
Noted and reported to the
Board of Directors.
To explain audit opinions on Noted and reported to the
August 6,
2020
Audit
Committee
the 2020 Q2 financial
statements and the
Company's evaluation of the
Board of Directors.
COVID-19pandemic.
November 4,
2020
Audit
Committee
To explain audit opinions on
the financial statements for
the thirdquarter of 2020
Noted and reported to the
Board of Directors.

34

  • IV. Key tasks of the Audit Committee this year:

The Audit Committee will continue supervise the Company in 2020 in accordance with the Audit Committee Charter and relevant laws and regulations, including: 1. Fair presentation of the financial reports

  1. The hiring (or dismissal), independence, and performance of certificated public accountants.

  2. The effective implementation of the internal control system

  3. Compliance with relevant laws and regulations

35

(III)Corporate Governance Implementation as Required by the Taiwan Financial Supervisory Commission

Assessment item Implementationstatus (Note) Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies
andreasons
Yes No Explanation
I.
Does
Company follow
“Taiwan Corporate
Governance
Implementation”
to establish and
disclose its
corporate
governance
practices?
The Company's board of directors approved
the establishment of the "Nanya Corporate
Governance Principles" on November 10, 2014,
and disclosed the principles on the website
designated by the competent authority of securities
and the Company website.
Complies with Article
1-2 of the Corporate
Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies.
The contents were
slightly adjusted
based on our
practices, but still
comply with the spirit
of the Corporate
Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies.
II.
The Company's
shareholding
structure and
shareholders'
rights and interests
(I) Does the Company
adopt internal
procedures for
appropriate
handling
shareholders'
suggestions, doubts,
disputes and
litigation matters,
and implementation
in accordance with
procedures?
(II) Does the Company
monitoringthe



The Company has designated a spokesman
and deputy spokesman, and established the investor
relationship department to handle shareholders’
suggestions and complaints.
The
Company
monitors
changes
in
shareholdings orpledged shares of Directors,
Complies with
Article 13 of the
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies.
Complies with
Article 19 of the

36

Assessment item Implementationstatus (Note) Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies
andreasons
Yes No Explanation
status of major
shareholders with
control over the
Company and their
ultimate control
persons?
(III) Does the Company
set up and execute
the risk
management and
firewall between
the Company and
its affiliates?
(IV) Does the Company
establish internal
rules prohibiting
Company insiders
from trading
securities using
information not
disclosed to the
market?

managers, and shareholders with more than 5% of
total outstanding shares, and discloses information
on shareholders with more than 5% of total
outstanding
shares
in
quarterly
financial
statements. Directors, managers, and shareholders
with 10% or more shares complete reporting
procedures on the website designated by the
competent authority of securities each month.
The personnel and property of the Company
has been separated definitely from other affiliates
without any abnormal transactions.
All transactions with affiliated enterprises are
conducted on a legitimate basis and at arm’s length.
We have also set a limit on the scope and amount
of endorsements and guarantees that can be
provided to other companies.
For banks, customers, and suppliers, we make
a
comprehensive
risk
arrangement
through
checking from computer and stop paying if any
problems from same supplier.
The Company has the internal prohibition
with
the
Company's
property,
confidential
information, or unable to obtain non-public
information in the market to acquire its own
illegitimate profits in the “Guidelines and
Regulations Rule” of the Company.
We established Personnel Management Rules
and Guidelines for the Prevention of Insider
Trading to prohibit insiders from illegally profiting
from trades based on information not yet disclosed
to the public, and we educate employees to comply
with relevant regulations.
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies.
Complies with
Articles 14 -17 of the
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies.
Complies with
Paragraph 3, Article
10 of the Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies.

37

Assessment item Implementation status
(Note)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes No Explanation
III. Composition and
duties of the Board
of Directors
(I)
Does the
Company set up
the various
policies for the
composition of
Board of
Directors, and to
implement the
policies?
(II) Does the
Company

The Corporate Governance Principles of the
Company stipulate that the diversity of Board
members must be given due consideration, and
Board
members
must
have
the
necessary
knowledge, skill, and experience to perform their
duties, including but not limited to gender, race and
nationality. In order to achieve the goals of
corporate governance, the Board as a whole shall
have the following abilities 1. Business judgment.
2. Ability to perform accounting and financial
analysis. 3. Ability to manage a business. 4. Ability
to handle crisis management. 5. Knowledge of the
industry. 6. An international market perspective. 7.
Leadership. 8. Decision-making ability.
The Board of Directors currently has 12
members, including 3 Independent Directors, 2
female Directors, and 4 Directors who are
concurrently employees (accounting for 25%,
16.7%, and 33.3% of all Directors, respectively).
Our goal is for female Directors to account for 25%
of all Directors. As of the end of 2020, 3 Directors
were between the ages of 50 and 59, while the
remaining Directors were all above the age of 60.
Independent Directors are in compliance with the
Code of Practice for Independent Directors of FSC.
For information on the academic background,
experience, gender, professional qualifications, and
work experience of each director as well as Board
diversity, please refer to "Three. Corporate
Governance Report (I) Information on Directors.
NTC
has
established
Remuneration
Committee that approved by the Board of Directors
Complies with
Article 20 of the
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies.
Complies with
Article 28 and 28-1

38

Assessment item Implementation status
(Note)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes No Explanation
establish other
functional
committee
voluntarily,
besides the
remuneration
committee and
audit committee?
(III) Does the Company
establish standards
and method for
evaluating Board
performance,
conduct annual
performance
evaluations, submit
performance
evaluation results
to the Board, and
use the results as a
basis for
determining the
remuneration and
nomination of
individual
directors?
(IV) Does the
Company evaluate
the independence
and suitability of
the CPA
regularly?

on August 26, 2011. In addition to establish the
Audit Committee and approved by the Board of
Directors on June 22, 2016. Besides the two
committees above, the Board of Directors adopted
the resolution to establish a Risk Management
Committee on November 4, 2020 to strengthen
Board functions and risk management mechanisms.
The Board of Directors established the
"Regulations
Governing
Board
Performance
Evaluations" on August 6, 2020 and has completed
the 2020 performance evaluation. Evaluation
results have been submitted to the Board of
Directors on December 18 the same year, and will
be used as a basis for determining the remuneration
and nomination of individual directors.
At least once a year, the Company evaluates
the independence and qualifications of the external
auditors, the scope and reputation of the auditing
firm, provides the number of continuous years of
auditing services, the nature and extent of services
provided by non-auditors, the auditing fees,
industry evaluation, whether there were any legal
suits or disputes with competent authorities,
investigated cases, the quality of auditing services,
whether there is regular maintenance, and the level
of interaction internallybetween the management
of the Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies.
Complies with
Article 37 of the
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies.
Complies with
Article 29 of the
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies.

39

Assessment item Implementation status
(Note)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes No Explanation
and auditing management, and asks the auditing
CPA to provide the related information based on the
evaluated index. The evaluation results were
reported to the Board on February 26, 2021.
IV. Does the public
company have a
suitable number of
competent
corporate
governance
personnel, and has
it appointed a
corporate
governance
supervisor
responsible for
corporate
governance
matters (including
but not limited to
providing
information for
directors to
perform their
duties, assisting
directors with
regulatory
compliance,
handling matters
related to Board
meetings and
shareholders'
meetings, and
preparing
proceedings for
1. The
Board
of
Directors
approved
the
appointment
of
a
corporate
governance
supervisor on May 10, 2019. The corporate
governance supervisor is the highest level
manager of corporate governance affairs, and
competent personnel are appointed to handle
corporate governance affairs. The scope of
authority, includes convening board meetings
and shareholders' meetings in accordance with
the law, preparing proceedings for board
meetings and shareholders' meetings, assisting
with the appointment and continuing education
of directors, providing data required by directors
to perform their duties, and assisting directors in
compliance with the law.
2. Key points of operations in 2020:
(1) Assist in the compliance of proceedings and
resolutions
of
Board
meetings
and
shareholders' meetings.
(2) Notify directors of the agenda of Board
meetings 7 days in advance, convene
meetings, and provide meeting materials.
Remind directors of agenda items with which
they have a conflict of interest, and complete
Board meeting minutes within 20 days after a
meeting.
(3) Provide assistance by arranging meetings if
independent directors need to meet with the
internal audit supervisor or CPA to understand
the Company's business needs.
(4)Assist inprovidingdirectors with the data they
Complies with
Article 3-1 of the
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies.

40

Assessment item Implementation status
(Note)
Implementation status
(Note)
Implementation status
(Note)
Implementation status
(Note)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes No Explanation
Board meetings
and shareholders'
meetings)?
need to perform their duties and arrange
continuing education for directors.
3. Continuing education of the corporate
governance supervisor:
Course time program Organizer hours
August 27, 2019
~
August 28, 2019
(Independent)
Director, Supervisor,
and Corporate
Governance
Supervisor
Workshop– Taipei

Securities and
Futures
Institute
12
March 5, 2020 Blockchain
Principles and
Applications
3
Intellectual Property
Rights – From the
Perspective of Trade
Secrets
3
V. Does the Company
build channels of
communication
with its
stakeholders and
establish a
designated section
for stakeholders on
the Company
website to respond
stakeholders’ CSR
concerns?
1. Depending on the situation, the President's
Office is responsible for communicating with
stakeholders and the spokesperson or deputy
spokesperson serve as external communication
channels.
2. The Company will comply with relevant
regulations to establish a designated section for
stakeholders on the company website and a
corporate social responsibility website to
maintain
good
communication
with
our
stakeholders. Stakeholders and investors can
communicate with the company by telephone,
letters, facsimile, and e-mails at any time if
needed.
3. NTC responds to stakeholders’ concerns at the
appropriate
time
through
the
following
channels:
(1) Shareholder: The general shareholders can
learn about the Company's operations through
the annual shareholders' meetings and annual
reports. They can usually be queried by
telephone
or
email.
For
corporate
Complies with
Article 51 of the
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies.

41

Assessment item Implementation status
(Note)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes No Explanation
shareholders, there are quarterly legal
briefings and global conference calls,
participation in investment seminars at home
and abroad, participation in brokers’ forums
for
unscheduled
investors,
telephone
interviews, or visits.
(2) Employee: Issues such as workplace safety,
employee benefits, human rights protection,
and
employment
relationships
include
corporate announcements, human resources
service representatives, and regular meetings
(such as staff meetings and online personnel
meetings). A variety of education and
training, irregular communication meetings,
employee relations department channels of
communication, suggestion boxes, company
publications,
electronic
platforms,
questionnaires (such as education and training
satisfaction, catering satisfaction) and other
channels to communicate with employees.
(3) Client: Respond to customer-focused product
quality, after-sales service and other issues by
visiting
customers,
customer
meetings,
maintenance
services,
dealer
meetings,
regular technical support, customer education
and training, and customer satisfaction
surveys. In addition, the website lists the sales
service line and e-mail address, and handles
customer complaints through the "customer
opinion response form" and "customer
complaint processing form".
(4) Supplier: The company upholds the spirit of
sustainable development and adheres to the
principle of fair trade. It strives to require the
compliance
of
manufacturers
with
environmentalprotection,work safety,and

42

Assessment item Implementation status
(Note)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes No Explanation
human rights standards. It conducts public
tendering through the Formosa Plastics
Network
electronic
trading
platform
procurement contracting system, and regularly
organizes company briefing sessions to
strengthen the two-way Communication and
advocacy. In addition, it provides an instant
supplier information platform, regular face-to-
face review reports or meetings, supplier
surveys, audits and guidance, and supplier
delivery stability and quality assessment.
Vendors can ask questions on the platform's
"Vendor Feedback Section," and dedicated
personnel will handle and respond to their
questions to achieve the goal of information
symmetry.
(5) Government:
Communication
channels
include correspondence, regulatory briefings,
company
financial
reports,
relevant
information required by competent authorities
and regulations, and communication with the
competent authorities through computer
associations, etc.
(6) Community: The Company gathers together
funds, supplies, and manpower inside and
outside the Company through the 4U project
(Focus On U, Light Up, Power Up, and Line
Up) for community involvement. Information
is announced on the company website inform
communities, and we established a Charity
Club to participate in volunteer activities and
launch donation activities to provide support
after a major natural disaster occurs in Taiwan.
There
is
a
feedback
mailbox
([email protected])
to
provide
a
communication
channel
for
community

43

Assessment item Implementation status
(Note)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes No Explanation
residents, and our factory has a management
office
to
handle
communication
with
communities.
(7) Media: Communication methods include
press releases, quarterly press conferences,
the official company website, and interviews
with the spokesperson.
VI. Does the Company
appoint a
professional stock
agency to deal the
shareholders
affairs?
The
Company’s
shareholders’
meeting
currently operates on its own. However, relevant
processes are handled strictly according to
regulations by the special stock affairs department,
legal affairs department, president’s office; this
allows the shareholders’ meeting to be convened
effectively, safely, and according to the law and
with proper protection to shareholders’ rights.
Does not comply
with Paragraph 1,
Article 7 of the
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies,
but it does not affect
the operations of the
shareholders'
meeting.
VII. Information
disclosure
(I) Does the Company
establish a
corporate website
to disclose
information
regarding the
Company's
financials,
operation and
corporate
governance
(II) Does the Company
adopt other
disclosure methods
(i.e., setting of
English website,
appointed
personnel

The Company has disclosed information
regarding the Company's financials, operation and
corporate governance on its corporate website in
Chinese and English. Company website: https:
//www.nanya.com
The
Company
has
implemented
a
spokesperson and substitute spokesperson system
as well as a designated personnel in the president’s
office responsible for gathering and disclosing the
Company’s information as well as providing the
spokesperson and relevant departments with
answers to inquiries by stakeholders and the
Complies with
Article 57 and 59 of
the Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies.
Complies with
Article 55, Paragraph
3 and Article 56 and
Article 58 of the
Corporate
Governance Best-
Practice Principles

44

Assessment item Implementation status
(Note)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes No Explanation
responsible for
information
gathering and
disclosing,
implement of
spokesperson
system, and
uploading the
materials of
investor
conferences on
website)?
(III)
Does the
Company
announce and
report annual
financial
statements within
two months after
the end of each
fiscal year, and
announce and
report Q1, Q2, and
Q3 financial
statements, as well
as monthly
operation results,
before the
prescribed time
limit?
competent authorities.
To strengthen corporate governance and help
investors understand the Company's operations, the
Company announces and reports monthly revenue
on the 5th of each month, and announces and
reports annual financial statements within two
months after the end of each fiscal year. The
Company has required the announcement and
reporting of Q1, Q2, and Q3 financial statements,
as well as monthly operation results, before the
prescribed time limit starting in 2020.
for TWSE/TPEx
Listed Companies.
Complies with
Article 55, Paragraph
2 of the Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies.
VIII. Does the Company
have any other
helpful
information
regarding
corporate
governance (i.e.,
(I)
Employee rights and interests:
The Company keeps good relationships with
employees and pay attention for rights of
expressing opinions and suggestions. We set boxes
for employees to provide their opinions at the entry
of working place and through computer system as
well. All are replied by designated person and we
Complies with
Article 52-54 of the
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies.

45

Assessment item Implementation status
(Note)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes No Explanation
the interest and
care of employees,
investor relations,
relationship with
vendors,
stakeholders'
rights, attendance
of training courses
by Directors and
Supervisors, the
implementation
status for a risk
management
policy and risk
measurement, the
implementation
status of protection
for consumers or
customers and
liability insurance
for Directors and
Supervisors with
respect to their
liabilities resulting
from exercising
their duties)?
make policy of abnormal event arrangement to the
protection. At the same time, department heads
attend regular supervisory board meetings and
labor-management meetings to fully communicate
with employees. We first listen to the opinions of
unions regarding major labor-management issues,
and highest level supervisors negotiate with the
unions to reach an agreement, ensuring harmonious
labor relations and the Company's sustainable
development.
(II) Care for employees:
With a view to taking care of employee
physical and mental health, the Company has
budgeted every year for Chang Gung Hospital to
performs health checkups for employees; in
addition to inspection items stipulated by law, it has
added cancer screening for Alpha-Fetoprotein, AFP
and carcinoembryonic antigen, CEA. This allows
employees to understand and cherish their health.
On the part of diet, we make health regulations to
exam the source, people, storage, usage and
clearance to protect employee’s health and safety.
Also,
we
have
dedicated
counselors
that
periodically interview new employees to determine
how well they are adapting to the Company, and
also provide them with someone for advice and
talking when they encounter difficulties at work
and in life. Please refer to 5. Labor Relations in V.
Business Overview for employee benefits.
(III) Investor relations:
The Company's President's Office and Stock
Affairs Department severe as a communication
channel between the Company and shareholders.
With regard to information transparency, we
provide investor information in an investor

46

Assessment item Implementation status
(Note)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes No Explanation
relations section on our website. We take part in
investment forum held by foreign broker and hold
seminars with domestic and foreign periodically.
(IV) Supplier relations:
The spirit of purchasing activities of the
company is creating a fair and competitive
environment and seeking for qualified vendors to
coordinate with each department by reasonable
price, material, equipment and engineering.
1. Open and fair procurement mechanism: We
organize "open bids" through the procurement
system of Formosa Technology E-Market Place,
and provide vendors with online inquiry,
quotation, negotiation, purchase order, delivery,
and payment progress inquiry functions. All
information
is
encrypted
via
electronic
certificates and protected by a firewall to ensure
the safety of all data being transferred. Vendors
can check requests for quotation online at any
time and place, and provide quotations
accordingly, significantly increasing operating
efficiency while saving time and money. It also
reduces operating cost and increases sales
profits. After the computer opens all bids for a
request for quotation, the vendor that bids the
lowest price with a delivery time and quality that
meet requirements will be given priority, this
way both buyer and seller can achieve their goals
in a harmonious atmosphere.
2. Complete supplier management: We implement
comprehensive
supplier
management
and
assessment to achieve stable material quality and
delivery, and also ensure the quality and progress
of construction. All suppliers are assessed and
graded when they register, and any late delivery

47

Assessment item Implementation status
(Note)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes No Explanation
(construction), poor quality, or violation of labor
safety by suppliers are automatically included in
their assessment records. This eliminates bad
suppliers and maintains long-term relationships
with good suppliers.
3. Win-win through electronic transactions: We
combined the ERP computer management
system that we have perfected over the years with
our quantified, open, and transparent online
procurement mechanism to create a high quality,
safe, convenient, and fast electronic trading
environment. We have expanded to other vertical
and horizontal industries to share the "Formosa
Plastics Experience" with all enterprises in an
electronic era. At present, our supply chain
consists of over 10,000 suppliers and contractors
who share the business opportunities and
economic benefits of open transactions on this
electronic transaction platform.
4. Sustainable supplier management:
(1) We comply with the RBA® Code of Conduct
in our pursuit of corporate sustainability, and
have
committed
to
ethical
corporate
management. Besides strengthening corporate
governance and ensuring shareholder equity,
we strive to create a working environment with
harmony, health, and safety, and develop
towards green technology and environmental
sustainability. We invest in social welfare to
meet
the
expectations
of
society
and
stakeholders, and also to fulfill our CSR.
(2) Suppliers are important members for realizing
the core values above. We prepared the
Formosa Plastics Group Supplier/Contractor
Corporate Social Responsibilities Letter of
Undertaking,which contains the Code of

48

Assessment item Implementation status
(Note)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes No Explanation
Conduct for Suppliers/Contractors, RBA Code
of Conduct, and regulations and requirements
related to conflict-free minerals established by
Formosa
Plastics
Group.
Suppliers
are
required to make a commitment to comply
with CSR regulations before signing the
contract, in order to ensure that the operations
or
activities
of
suppliers
(including
contractors) related to workers, health and
safety, environmental protection, and business
ethics comply with our Code of Conduct, thus
contributing to the improvement of the overall
business environment for the electronics
industry. We communicate elements of human
rights and ethical conduct with our suppliers,
and ensure that their operations or activities
comply with our requirements on employee
and ethical conduct by requiring them to sign a
letter of commitment, fill out self-assessment
questionnaires, and conduct on-site audits.
(3) To ensure the supply chain's implementation
of sustainability, the Company distributes the
Nanya Technology Corporation Supply Chain
Code of Conduct Questionnaire to major
suppliers each year. All major suppliers have to
conduct
a
self-assessment,
fill
in
the
questionnaire, and hand it back. Suppliers are
required to reply the implementation status of
various
sustainability
issues
on
the
questionnaire,
and
provide
certification
documents issued by related management
systems. The results of the suppliers' self-
assessment questionnaires shall be adopted as
the basis of sustainability risk management and
as reference for the Company's assistance to
achieve supplychain sustainability. The

49

Assessment item Implementation status
(Note)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes No Explanation
questionnaire
assesses
economic/social/environmental aspects. We
analyzed
the
self-evaluation
results
of
suppliers and screened the top 5% highest risk
suppliers, conducting on-site audits and
providing guidance for them to make
improvements. Furthermore, we conduct
document or on-site audits at least once every
three years to improve the sustainable
management of supply chain risks, and ensure
that corporate sustainability measures are
implemented in the supply chain.
(V) Stakeholder interests:
The company keeps going on own business
and performance and achieve mission of caring
employees,
customer
service,
and
reward
shareholder. In addition to better performance in
the industry, the company pursues good business
performance and strives to achieve its mission to
“care for its employees, serve its customers, and
give back to shareholders.” To that end, it bears a
responsibility to properly care for its shareholders,
customers, suppliers, employees, and society. In
addition to complying with laws and the norms of
business ethics, the Company has maintained
international standards to enhance competitiveness;
created shareholders' rights; pay equal attention to
economic, environmental and social aspects;
promote green construction and procure green or
energy-conserving
materials
and
supplies;
conserve energy and reduce carbon emissions; pay
attention to social issues; invest in community or
social welfare actions suitable for businesses, and
thus extend care for society.

50

Assessment item Implementation status
(Note)
Implementation status
(Note)
Implementation status
(Note)
Implementation status
(Note)
Implementation status
(Note)
Implementation status
(Note)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes No Explanation
(VI) Advanced studies of directors and
supervisors:
Complies with
Article 40 of the
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies.
董事
姓名
課程
時間
參與
課程
主辦
單位
時數
Chia-Chau
Wu
2020.11.27 Economic
outlook and
industry trends in
2021
Giving
institutional
investors a
bigger role in
corporate
governance
Securities
and Futures
Institute
Taiwan
Corporate
Governance
Association
3
3
6
Wen-Yuan
Wang
Ruei-Hua
Wang
Pei-IngLee
Ming-Jen
Tzou
Lin-Chin
Su
Shih-Ming
Hsie
Joseph Wu 2020.01.16 Promotional
event on the
intellectual
property
management
obligations of the
Board of
Directors of
TWSE/TPEx-
listed companies
Industrial
Development
Bureau,
Ministry of
Economic
Affairs
2.5 13.5
2020.02.05 The 19th CEO
Lecture Hall and
Lectures
Taiwan
Institute for
Sustainable
Energy
2
2020.05.13 The 20th CEO
Lecture Hall and
Lectures
2
2020.07.30 The 21th CEO
Lecture Hall and
Lectures
2
2020.10.29 The 22th CEO
Lecture Hall and
Lectures
2
2020.11.27 Giving
institutional
investors a
bigger role in
corporate
governance
Taiwan
Corporate
Governance
Association
3
Rex
Chuang
2020.10.14 2020 Insider
Trading
Prevention
Meeting and
Insider Stock
Transaction
Explanation
Securities
and Futures
Institute
3 6
2020.11.27 Economic
outlook and
industry trends in
2021
3

51

Complies with
Article 16 of the
Corporate
Governance Best-
Practice Principles
董事
姓名
課程
時間
參與
課程
主辦
單位
時數
Ching-Chyi
Lai
2020.09.21 Corporate
Governance 3.0 –
Sustainable
Development
Blueprint
Summit
Taiwan Stock
Exchange
3 12
2020.10.16 2020 Corporate
Governance and
Ethical Corporate
Management
Meeting for
Directors and
Supervisors
3
2020.11.27 Economic
outlook and
industry trends in
2021
Securities
and Futures
Institute
3
2020.11.27 Giving
institutional
investors a bigger
role in corporate
governance
Taiwan
Corporate
Governance
Association
3
Shu-Po Hsu 2020.09.02 Retrospection
and outlooks on
AML risk
management
Taiwan
Academy of
Banking and
Finance
3 15
Development of
corporate
governance
practices,
intellectual
property
management
strategies
3
2020.09.21 Corporate
Governance 3.0 –
Sustainable
Development
Blueprint
Summit
Taiwan Stock
Exchange
3
2020.10.21 2020 Insider
Trading
Prevention
Meeting and
Insider Stock
Transaction
Explanation
Securities
and Futures
Institute
3
2020.11.27 Economic
outlook and
industry trends in
2021
3
Tsai-Feng
Hou
2020.09.03 2020 Insider
Trading
Prevention
Meeting and
Insider Stock
Transaction
Explanation
Securities
and Futures
Institute
3 6
2020.11.13 2020 Corporate
Governance and
Ethical Corporate
Management
Meeting for
Directors and
Supervisors
Taiwan Stock
Exchange
3
(VII) Implementation of risk management policies
and risk assessment standards:
1. The Board of Directors approved the
establishment of a Risk Management Committee

52

Assessment item Implementation status
(Note)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes No Explanation
on November 4, 2020 to facilitate the
Company's sound operation and sustainable
development, establish a comprehensive risk
management culture, and prepare for "Corporate
Governance 3.0 – Sustainable Development
Blueprint" announced by the FSC. The Board of
Directors established the "Risk Management
Committee
Charter,"
and
appointed
3
independent directors and 2 directors as
committee members. The Board of Directors
passed the "Risk Management Regulations" on
December 18 the same year and reported the
status of risk management in 2020.
2. The
Company's
Risk
Management
Regulations includes the risk management
policy, and aims to effectively identify, analyze
and assess, and continuously monitor risks,
raising the risk awareness of all employees in
hopes of controlling risks within a tolerable
range.
This
ensures
the
completeness,
effectiveness, and benefits of risk management.
3. The Board of Directors is the highest level
decision-maker and supervision unit for risk
management, and is responsible for establishing
the Company's risk management policy and
regulations. The Risk Management Committee
is subordinate to the Board of Directors, and
assists in the review of risk management policies
and structure, risk appetite and tolerance, and
supervises the implementation of the risk
management system and the effective operation
of related mechanisms, so as to achieve the
Company's risk management goals. The Risk
Management Committee convenes meetings at
least once a year, and reports the status of risk
management or material risks to the Board of
for TWSE/TPEx
Listed Companies.

53

Assessment item Implementation status
(Note)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes No Explanation
Directors when appropriate.
4. We adjusted organizational operations in
accordance
with
the
Risk
Management
Regulations, and the Risk Management Steering
Committee was renamed the Risk Management
Center. The Center is headed by the president
and members are departments heads, who form
task forces and are responsible for implementing
and supervising the work and overall risk
management by the task forces. In coordination
with the Company's business strategies, five risk
management task forces were established,
namely
operations,
information
security,
hazards, finance, and legal affairs. Each risk
management task force collects information on
risks in the internal and external environment.
Besides monitoring risks in routine operations,
the task forces are required to track and assess
the risk level of risk factors, and take
improvement measures accordingly. The task
forces then report risk management results to the
Center.
5. The Risk Management Center meets quarterly
to review the performance of risk management
organizations and business continuity plans, in
order to ensure the suitability, relevance and
effectiveness of its ongoing operations.
6. The continuous process of risk management is
as follows: background data collection → risk
analysis → operational impact analysis →
confirmation of control mechanisms and setting
of regulatory indicators → risk assessment →
prevention and improvement measures →
selection of recovery plan and strategy.
7. Emergency
response
mechanism
and
measures: The Companyhas a complete set of

54

Assessment item Implementation status
(Note)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes No Explanation
operational norms and methods for handling
emergency anomalies, covering manufacturing,
supply chain and warehousing, information
security, human resources and other aspects.
Through
the
pre-sufficient
plan,
can
immediately take response measures in the event
of an emergency, mitigate the impact of the
incident and quickly recover, ensure the normal
operation to meet client needs. For example, raw
material shortage, affecting 10% of output (such
as earthquakes, typhoons, toxic gases, fire
alarms, labor shortages, etc.), abnormal utilities
systems,
abnormal
automation
systems,
abnormal outsourcing capacity, and large
number of customer returns, all have specific
treatment steps and improvement measures. In
addition, the emergency response to personnel
safety, such as fire alarm, gas leakage, leakage,
odor,
earthquake
and
radiation
leakage,
emergency response measures, notification
procedures and command systems are all in
accordance with EHS related regulations and
drilled regularly.
8. Risk identification: NTC identifies risks based
on the risk items proposed by the Risk
Management Center each year. The operations,
information security, hazards, finance, and legal
affairs risk management task forces proposed
187 risk items in 2020. We raised the standards
for risk identification and lowered our risk
appetite/tolerance in December 2020, using a
more rigorous attitude and approach to taking
response measures based on the risk level of risk
items. Distribution of identified risk items and
quantities: There were no items that require
immediate improvement, 14 items that require

55

Assessment item Implementation status
(Note)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes No Explanation
improvement plans, 114 items that require
indicators for monitoring, and 59 items that
require further observation. Items that require
improvement plans include 9 operations-related
items (impact of COVID-19, water shortage,
abnormal quality of contractors, abnormal power
supply from Taiwan Power Company, clean
room Internet switch malfunction, employee
work overdue, personnel separation/poaching,
earthquake, and fire accident), 3 information
security-related items (ineffective terminal
protection, OT equipment attacked or damaged,
cyberattack or hacking), 1 hazard-related item
(abnormal emission of process waste gas), and 1
exchange rate-related item. Risk management
task forces have formulated and taken response
measures for items that require improvement
plans, and have established related handling
mechanisms.
9. Stress test: The Company conducts sensitivity
analysis and stress tests on major risks, including
the industry environment, production and sales
strategy, water resources, financial position,
climate change, information security, and
compliance, on an annual basis. We seek to learn
about the impact of potential risk factors on the
Company's
finances,
and
provide
senior
executives with information for formulating
response measures to mitigate risks and prevent
impact brought to the Company by extreme
events.
10. Emerging risks: We pay close attention to
changes in the economic environment. We
identify long-term risks and opportunities and
adapt
our
business
strategies
to
ensure
sustainability
and
long-term
operating

56

Assessment item Implementation status
(Note)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes No Explanation
performance. We assess emerging risks for the
next 3-5 years every year and the risk
management task forces collect related domestic
and international information to evaluate
potential risks in the Company's long-term
operations. The task forces used questionnaires
or evaluations in meetings of senior executives
to identify three issues with the highest level of
potential impact in the future, and reviewed
mitigation and response strategies. The issues
and strategies are reported to the Risk
Management Center for resolution and used as
important references for formulating future
business strategies. They are also disclosed in the
Corporate
Social
Responsibility
Report.
Department heads collected and summarized 15
emerging risks in 2020, and discussed and
established questionnaires measured on a five-
point scale as an investigation tool for
identifying material emerging risks to senior
executives (assistant vice president and above
including
the
president).
Three
material
emerging risks have already been identified, and
NTC has formulated response strategies and
continues to implement improvements with the
aim of mitigating related impacts.
11. Creating a risk culture: We established a Risk
Management Committee under the Board of
Directors to create a comprehensive risk
management culture. The committee supervises
the implementation of the risk management
system and the effective operation of related
mechanisms, so as to achieve the Company's risk
management
goals.
The
committee
comprehensively implements risk management
affairs accordingto the scope,organization,

57

Assessment item Implementation status
(Note)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes No Explanation
duties, and risk management procedures set forth
in the Risk Management Regulations. The
Company's "Risk Management Center" has 3
directors who are concurrently managerial
officers (president, executive vice president, and
Vice President Wu) as its director and deputy
directors. The Center internalizes risk awareness
in the management hierarchy, enhances risk
management, and reviews risk management
performance and emerging risks on an annual
basis. We also included risk management result
in the annual performance evaluation of
management (president and supervisors ranked
assistant vice president and above), which was
approved by the Board of Directors, using
management by objective to implement risk
management measures and comprehensively
raise the Company's risk awareness. In addition,
a variety of incentives are provided to encourage
employee proposals and stimulate peers to think
innovatively to explore potential risks. We set up
a 24-hour reporting hotline, information security
hotline,
whistleblower
hotline,
and
whistleblower mailbox for employees to report
risks, and also deeply rooted the risk
management culture among all employees
through TV walls, posters, and desktop
wallpapers. Our evaluation regulations have
already included employees' understanding and
implementation of risk management as an
evaluation item in quarterly work evaluations
and year-end evaluations, and serves as a basis
for performance ratings, promotion, bonuses,
and stock options, as well as the implementation
of risk management measures.
12. Risk management education and training: The

58

Assessment item Implementation status
(Note)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes No Explanation
Company's managerial officers and directors
take
corporate
governance-related
risk
management courses offered by government
agencies every year. In addition, business
strategy-related risk management courses will be
offered to members of the Risk Management
Committee in 2021, in order to assist and guide
the Company's risk management operations.
Furthermore, the company internally compiles
risk management materials, assigns employees
to read the materials to raise their risk awareness,
and encourages proposals to explore potential
risks. The company also implements the spirit of
risk management in daily management. For
example, various standard operating practices
and various types of management functions
regularly perform self-inspection operations to
identify potential risks as early as possible for
prevention and improvement.
(VIII)
Implementation of Customer Policy:
1. Customer royalty will be helpful to expand the
business scope and strengthen the good
partnership with customers. Maintaining good
customer relationships help build customer
loyalty, and higher loyalty benefits business
scope expansion and maintaining partnerships
with customers. Creating quality service is one
of the core values of the company. The
company’s goal is to maintain its service in
leading position among DRAM manufacturers,
and
believes
that
maintaining
the
aforementioned service objectives and attitudes
will help to enhance the existing customer
relationship and establish a reputation in the
industry, which will be beneficial to attracting
new customers.

59

Assessment item Implementation status
(Note)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes No Explanation
2. Product design and test verification stage: In
order to improve the efficiency and frequency of
customer service and effectively build close
relationships
with
customers,
the
Field
Application Engineering Division provides
technical support to customers in Taiwan,
China, Southeast Asia, Europe, the United
States, Japan and South Korea, organizing
irregular technology exchange events to meet
the technical needs of customers. In 2020, the
Division held a total of 91 events, providing
technical supports and assisting customers'
engineering personnel to solve problems in
design and testing. In addition, through the
highly efficient, intensive, and high-quality
customer platform parameter measurement
service, of which 955 cases were completed in
2020, we assisted customers in understanding
the characteristics of their product platforms so
that the new product development progress and
verification
cycles
of
customers
were
significantly accelerated, reducing investment
risks and helping final products to be launched
in a timely manner in the demand market. We
also provide "customer product joint validation"
services,
and
help
customers
discover
compatibility issues during early stages of
product development and validation, so that
they can make improvements before mass
production. We completed a total of 27 joint
validation services in 2020.
3. Production and sales stag: NTC has obtained the
ISO 9001:2015 and IATF 16949:2016 quality
system certifications. The Quality Assurance
Division monitors and controls product quality
as well as implements improvements in order to

60

Assessment item Implementation status
(Note)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes No Explanation
make sure that all production processes are fully
optimized. Moreover, the Division includes
each stage of the production process into a well
maintained and tightly controlled system,
manufacturing
the
products
that
meet
customers' requirements. The Company’s
business staff continuously communicates with
the customer through the weekly feedback of
the customer’s future demand forecast. The
company’s production and sales system
converts into a production plan after the head
office aggregates the needs of global business
feedback. According to weekly feedback from
business staff, it is continuously adjusted to
facilitate production to meet customer needs. To
ensure that product shipments can meet
customer needs, the company cooperates with
the world's top international express delivery
companies to select the most appropriate
delivery company based on customer area and
delivery efficiency.
4. After-sales service stage: We are committed to
improving
product
quality
and
rapidly
responding to customers' quality issues to meet
their expectations. In order to accelerate the
efficiency of problem analysis, our service team
will fully understand the problems reported by
customers first, update analysis progress to
customers based on analysis plans, and send
customers corrective measures and handling
methods once analysis is completed. Thanks to
the cooperation between Field Application
Engineering
Division,
Quality Assurance
Division, Product Engineering Division, and
Manufacturing Process Division, as well as
process management carried out via the

61

Assessment item Implementation status
(Note)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes No Explanation
customer complaint handling system, 96% of
customer complaint cases were resolved within
target deadlines in 2020. We will continue to
maintain
frequent
communication
with
customers and understand how customers use
our products and failure conditions in the
shortest time possible, in order to accelerate
problem analysis and solve problems.
5. Customer privacy protection: The customer is an
important partner of the company. Therefore,
the
customer's
privacy
and
confidential
information are classified as confidential
information. In order to ensure the protection of
confidential information, the company has
established
"company
confidentiality
management regulation" for employees to
follow
when
dealing
with
customers’
information. The company will also regularly
conduct advocacy and audits to enhance the
awareness and ability of all employees in the
process of classifying and handling confidential
information. In addition, only authorized
personnel
have
access
to
customers'
information stored into the document control
center. There were no customer privacy
violations in 2020. If customers have any
concerns or facts concerning leakage of
information, they can also file a complaint
through the company’s report box. Their email
address is forcibly printed on each employee’s
business card. The customer can be obtained
from the company’s employee’s business card.
6. Customer Satisfaction: We employ an external
third-party institution to for direct trade and to
conduct end customer satisfaction surveys via
the Internet or interviews,in hopes of

62

Assessment item Implementation status
(Note)
Implementation status
(Note)
Implementation status
(Note)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes No Explanation
understanding customers' needs from a fair and
objective perspective. Content of the survey
include product, delivery, quality, technical
service, communication, business model, and
comparison with competitors. With regard to
items
with
low-satisfaction,
relevant
departments are responsible for the review and
proposing corrective measures. In addition, the
results of customer satisfaction surveys are
reported during top management meeting. Then
the sales staff will provide customers with
improvement results or the direction of
continuous improvements, as to continue
enhancing customer satisfaction. In order to
improve customer satisfaction, we specially
established a review platform that gives priority
to handling customers' needs and making
improvements
accordingly.
Our
average
customer satisfaction score was 93.7 points in
2020, surpassing the goal of 90 points, and our
customer satisfaction has gradually increased
each year over the last three years.
(IX) Case where the company purchased liability
insurance for directors:
We have insurance coverage for all directors,
please refer to MOPS.
Complies with
Article 39 of the
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies.
IX. Please indicate the improvement of the results of the corporate governance evaluation issued by the
Company's Center for Corporate Governance in the last year of the Taiwan Stock Exchange Co., Ltd.
and provide priority measures and measures for those who have not yet improved.
The Taiwan Stock Exchange's Corporate Governance Center had not released the results of the 7th
(2020) Corporate Governance Evaluation as of the date of report, improvement measures we plan to
implement for items that we did not receive scores for in the 7th evaluation, and new indicators of
enhanced measures in the 8th evaluation (2021) are as follows:

63

Assessment item Implementation status
(Note)
Implementation status
(Note)
Implementation status
(Note)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes No Explanation
(I) We will disclose the connection between performance evaluations and the remuneration of directors
and managerial officers in the annual report.
(II) We will disclose a clear dividend policy in the annual report.
(III) We plan to upload the English version of the annual report 16 days prior to the annual general meeting.
(IV) We plan to hold separate or joint meetings or forums for independent directors to communicate with
the chief internal auditor and accountants.

Note: Summarize operations in the description field regardless of whether "Yes" or "No" was selected.

64

  • (IV)Composition, Responsibilities and Operations of the Company’s Remuneration Committee

  • Professional Qualifications and Independence Analysis of Remuneration Committee

March 29,2021 March 29,2021 March 29,2021 March 29,2021 March 29,2021 March 29,2021 March 29,2021 March 29,2021 March 29,2021 March 29,2021 March 29,2021 March 29,2021 March 29,2021 March 29,2021 March 29,2021
Title Criteria
Name
Meet the following
professional qualification
requirements, together with at
least five years work
experience
Independence
(Note)
Number of other public companies concurrently serving as a member
of remuneration committee
Remarks
An instructor or higher position in a department of commerce,
law finance, accounting, or other academic department related to
the business needs of the Company in a public or private junior
college, college or university
A judge, public prosecutor, attorney, certified public accountant,
or other professional or technical specialists 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 area of commerce, law, finance,
accounting, or otherwise necessary for the business needs of
the Company
1 2 3 4 5 6 7 8 9 10
Independent
Director
Ching-Chyi
Lai


1
Independent
Director
Shu-Po Hsu N/A
Independent
Director
Tsai-Feng
Hou
N/A

Note: Committee member, 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 (except where the person is an independent director of the Company who serves concurrently as an independent director of its parent company, subsidiary, or subsidiary of the same parent company in accordance with the Act or local regulations).

(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 1% 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 the manager described in (1) above, or of any of the persons described in (2) or (3) above.

  • (5) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of issued shares of the Company, or that ranks as one of its top five shareholders, or that designates its representative to serve as a director or supervisor of the Company based on Article 27, Paragraph 1 or 2 of the Company Law (except where the person is an independent director of the Company who serves concurrently as an independent director of its parent company, subsidiary, or subsidiary of the same parent company in accordance with the Act or local regulations).

65

  • (6) Not a director, supervisor, or employee of another company controlled by the same person that holds a majority of board seats or voting shares of the Company (except where the person is an independent director of the Company who serves concurrently as an independent director of its parent company, subsidiary, or subsidiary of the same parent company in accordance with the Act or local regulations).

  • (7) Not a director, supervisor, or employee of another company or institution of which the chairman or president (or equivalent) themselves or their spouse also serve as the Company’s chairman or president (or equivalent) (except where the person is an independent director of the Company who serves concurrently as an independent director of its parent company, subsidiary, or subsidiary of the same parent company in accordance with the Act or local regulations).

  • (8) Not a director, supervisor, manager, or shareholder holding 5% or more of the shares of a specified company or institution that has a financial or business relationship with the Company (except where the specified company or institution owns 20% or more but less than 50% of the total number of issued shares of the Company and the person is an independent director of the Company who serves concurrently as an independent director of its parent company, subsidiary, or subsidiary of the same parent company in accordance with the Act or local regulations).

  • (9) Not a professional individual who provides an audit service or receives no more than NT$500,000 in cumulative compensation in the last two years for commercial, legal, financial, or accounting services to the Company or its affiliates, nor is an owner, partner, director, supervisor, or manager, or the spouse of any of the above, of a sole proprietorship, partnership, company, or institution that provides such services to the Company or its affiliates. However, the exception applies to members of a compensation committee, a public tender review committee, or a special committee for merger, consolidation and acquisition exercising their authority pursuant to the Securities and Exchange Act or the Business Mergers and Acquisitions Act.

  • (10) Not been a person of any conditions defined in Article 30 of the Company Law.

66

  1. Remuneration Committee Meeting Status

  2. (1) There were 3 members of NTC’s Remuneration Committee.

  3. (2) Current term for the members: May 30, 2019 ~ May 29, 2022. A total of 2 meetings of the Remuneration Committee were held as of December 31, 2020. The qualifications and attendance of committee members is shown below:

Title Title Name Name Attendance
in person
By
Proxy
Attendance
rate (%)
Remarks
Convener Shu-Po Hsu 2 0 100
Committee
member
Ching-Chyi Lai 2 0 100
Committee
member
Tsai-Feng Hou 2 0 100
Other mentionable items:
I. If the Board of Directors did not adopt or revise the recommendations of the Remuneration
Committee, it should describe the date of the Board meeting, term of the Board, agenda item,
resolutions adopted by the Board, and actions taken by the Company in response to the opinion
of the Remuneration Committee (if the board of directors approved salaries higher than the
recommendation of the Remuneration Committee, specify the discrepancy and reason): None.
II. If a member opposes a resolution the Committee has adopted or has reservations with a written
record or a statement, the date and session of the meeting, the resolution, opinions of all the
members, and the handling of their opinions shall be indicated: None.
III. Scope of authority of the Remuneration Committee:
The Remuneration Committee performs the following duties in accordance with the
Remuneration Committee Charter and relevant laws and regulations, and submit
recommendations to the board of directors for discussion:
1. Periodically review the Company's Remuneration Committee Charter and submit revision
recommendations.
2. Establish and periodically review director and manager performance evaluation and
remuneration policies, systems, standards, and structures.
3. Periodically evaluate and set the remuneration to directors and managers.
IV. Operations in the most recentyear:
Board of Director
Content
February 26, 2020
1st meeting in
2020
1. Proposed employee bonuses for managers in 2019.
RemunerationCommittee Resolution on February 26, 2020: All attendants agreed to
pass.
The Company's handling of theRemunerationCommittee's opinions: Except
from some Directors that recused themselves (Please refer to 2.
Implementation of Directors Avoiding Conflict of Interests towards
Resolution), the remaining Directors approved the proposals.
August 6, 2020
5th meeting in
2020
1. Proposed establishment of the Regulations Governing Board Performance
Evaluations.
2. Proposed amendment to the Remuneration Committee Charter.
3. Proposed salaryraises for managers in 2020.
RemunerationCommittee resolution on August 6, 2020: All attendants agreed to
pass.
The Company's handling of theRemunerationCommittee's opinions: Except
from some Directors that recused themselves in the third cases
(Please refer to 2. Implementation of Directors Avoiding Conflict of
Interests towards Resolution), the remaining Directors approved the
proposals.
Board of Director
Content
February 26, 2020
1st meeting in
2020
1. Proposed employee bonuses for managers in 2019.

RemunerationCommittee Resolution on February 26, 2020: All attendants agreed to
pass.
The Company's handling of theRemunerationCommittee's opinions: Except
from some Directors that recused themselves (Please refer to 2.
Implementation of Directors Avoiding Conflict of Interests towards
Resolution), the remaining Directors approved the proposals.
August 6, 2020
5th meeting in
2020
1. Proposed establishment of the Regulations Governing Board Performance
Evaluations.
2. Proposed amendment to the Remuneration Committee Charter.
3. Proposed salaryraises for managers in 2020.
RemunerationCommittee resolution on August 6, 2020: All attendants agreed to
pass.
The Company's handling of theRemunerationCommittee's opinions: Except
from some Directors that recused themselves in the third cases
(Please refer to 2. Implementation of Directors Avoiding Conflict of
Interests towards Resolution), the remaining Directors approved the
proposals.

67

  • (V) Fulfillment of Social Responsibility and Deviations from the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons

For details on implementation status, please refer to the Corporate Social Responsibility Report on our website. (https: //www.nanya.com/tw/CSR)

Assessment item Implementationstatus Deviations from
Corporate Social
Responsibility
Best Practice
Principles for
TWSE/TPEx
listed companies
and reasons
Yes No Explanation
I.
Does the Company
assess ESG risks
associated with its
operations based on
the principle of
materiality, and
establish related risk
management policies
or strategies?

We comply with the materiality analysis approach
developed by the Global Reporting Initiative (GRI), and
determine material sustainability issues through six
procedures: (1) Determine which stakeholders to
communicate with; (2) Collect sustainability issues; (3)
Survey the level of concern; (4) Measure the effect on
operations; (5) Verify material issues; (6) Decide material
issues. We established policies to effectively identify,
measure, evaluate, supervise, and manage risks based on
the material issues that were identified, in hopes of
reducing the impact of related risks. We also formulated
long-term, mid-term, and short-term sustainability goals.
Our risk management strategies for material issues in 2020:
1. Environmental issues:
(1) Eco-friendly products: We use complete advanced
processes to provide competitive advantages in
optimized energy consumption, efficacy, and chip
sizes. In addition, we manufacture more advanced,
more
energy-saving,
more
eco-friendly,
and
hazardous substance free products for our customers,
while lowering the environmental impacts of the
products.
(2) Greenhouse Gas Management: We will include
climate change risks into overall considerations of
operations, and predict the probability of risk
occurrence and levels of influence, formulating risk
response plans and crisis handling mechanisms in
order to issue warnings as early as possible to mitigate
the impact of climate risks on our operations.


























Complies with
Article 3,
Paragraph 2 of the
Corporate Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies.

68

(3) Energy Management: We will improve the efficiency
of energy use, promote energy saving measures,
reduce greenhouse gas emissions, as well as lower
environmental pollution to improve our image in
society, and lower manufacturing cost while meeting
the requirements of customers or government
policies.
(4) Water Management and Discharge: Through daily
management, reductions and water recovery, we
maximize the use of water resources and lower
environmental pollution and production cost, while
setting up response mechanisms for water shortage to
mitigate the production impact risks resulting from
water shortage.
(5) Waste recycling and reuse: We will recycle waste to
improve the effective use of resources and reduce
other problems deriving from pollution. Moreover, we
will provide waste to other industries for reuse,
achieving the advantages of environmental impact
reductions and circular economy development.
2. Social issues:
(1) Talent Retention and Employee Care: We will build a
diverse and inclusive company culture, so that our
employees are able to contribute their thoughts,
experiences,
backgrounds,
and
individual
characteristics to enliven team atmosphere, stimulate
creative thinking, and enhance work performance.
(2) Employee development: As a people-oriented
company, we established an advantageous training
development system, reinforcing our employees' core
technological capabilities to achieve our annual
strategic goals, create a harmonious workplace, and
cultivate excellent high-tech semiconductor talent.
(3) Occupational Health and Safety: Employees are our
important assets. Through continuous improvements
in providing employees with a safe and healthy
working environment, we aim to enhance the
awareness
of
safety
culture,
strengthen
self-
inspection, and reduce employee occupational
accidents.
(4) Social engagement: Based on our core competencies
and values,we are buildinga sustainable enterprise




























69

and
technological
homeland
through
the
reinforcement of industry-academia cooperation and
exchange,
humanistic
care,
environmental
conservation, and community harmony.
(5) Human rights: We value basic human rights,
implement a human rights culture and training,
establish
principles
of
risk
mitigation
and
compensation, and create a working environment that
protects human rights.
3. Corporate governance issues:
(1) Risk Management: We will establish and maintain
effective risk management mechanisms and constantly
improve them, lower operation cost to ensure
corporate sustainable profits, and create a quality
working environment to achieve the goals of corporate
sustainable operation.
(2) Ethical Corporate Management: We will build a sound
corporate governance system and implement various
business ethics policies and risk management
mechanisms between suppliers, customers, and
stakeholders to maintain the important cornerstone of
corporate sustainable operation and value creation.
(3) R&D and Innovation: In order to maintain competitive
advantages, we will research and develop advanced
process technologies as well as design new products
of the next generation, make forward-looking market
plans while providing customers high value-added
solutions, and establish high intelligent product lines
to enhance efficiency.
(4) Customer Service: We will provide comprehensive
customer services. Through regular communication
and visits, we are able to understand customers'
opinions about our products and services, which help
us grasp customers' needs. Therefore, we will make
further
improvements
to
enhance
customer
satisfaction and market image.
(5)Sustainable supplier management: We will promote
sustainable performance of suppliers, improve
resilience of supply chains, manage and control
supply chain risks, and cooperate with suppliers to
become the best partners in order to jointly move
towards a sustainable future.




























70

II.
Does the Company
establish an
exclusively (or
concurrently)
dedicated unit to be
in charge of CSR
and appoint
executive-level
positions by the
board of directors
with responsibility
for CSR issues, and
to report the status of
the handling to the
board of directors?

1. We believe that "what is taken from society should be
used in the interest of society," and fulfill our corporate
social responsibility through "corporate governance,"
"environmental protection," and "social welfare." We
established KPI for energy conservation, environmental
protection, and assistance for the underprivileged. These
KPI are constantly reviewed and improved based on the
spirit to strive for absolute perfection, and are applied to
CSR related work.
2. To raise employee awareness of human rights and work
safety, we irregularly organize courses on labor safety
and health, the Labor Standards Act, sexual harassment
prevention, and gender equality at work, and also
promote environmental protection policy and charity
activities.
3. Establishment
of
a
sustainable
development
organization
(1) We formally established a Sustainable Development
Committee in 2018 to implement our sustainable
development strategy and management policies and
goals for material issues each year. The company is
the highest level execution unit. All departments
participate in the committee, which is chaired by the
president, and assistant vice president and above
managers serve as committee members. The
committee
reports
the
Company's
sustainable
development strategies, vision, goals, implementation
policies, and results (please refer to the CSR report) to
the board of directors on an annual basis.
(2) The Sustainable Development Committee plans
execution of economic, social, and environmental
aspects, in which the Finance Officer, Director of
Human Resources, and Director of Safety and Health
serve as the director-general for planning sustainable
development affairs in each aspect, and report their
implementation status and results to the Sustainable
Development Committee each quarter.
(3) The "Corporate Governance Working Group,"
"Environmental
Sustainability Working
Group,"
"Social Engagement WorkingGroup," "SupplyChain


































Complies with
Article 9 of the
Corporate Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies.

71

Management Working Group," and "Customer
Relations Working Group" were established in
coordination with material issues in the three aspects
of sustainable development, and continue to review
key projects and establish KPI to achieve sustainable
development goals.
(4) A dedicated sustainable development organization was
established under the President's Office to handle the
following affairs:
A. The Sustainable Development Committee meets on
a quarterly basis to formulate the Company's
sustainable development strategy, vision, goals,
management policy, and related systems.
B.Plan and execute the Company's sustainable
development action plans, control progress, and
conduct performance assessments.
C.Assist working groups in planning sustainable
development related approaches, follow up on the
execution and performance assessment of material
issues, and report execution results to the
Sustainable Development Committee.















III. Environmental
issues
(I) Does the Company
establish proper
environment
management systems
based on the
characteristics of
their industries?
(II) Does the Company
endeavor to utilize all
resources more


1. We established an EHS management policy, EHS
Management Regulations, management information
systems, and office automation systems, strengthening
the EHS management in our factories through a
comprehensive system. Furthermore, we implemented
an
environmental
accounting
system,
monitor
environmental expenditure information and benefits,
and disclosure our environmental protection measures
to stakeholders.
2. Our
environmental
management
systems
were
certified by an independent third party according to the
standards established by international organizations.
Such as: ISO 14001, ISO 14064, and ISO 50001.
3. Compiled a GHG inventory by use of LCA that was
certified by an independent third party.
4. Disclosed environment related data on the CSR
Report and CDP website.
We attach great importance to customers' health and
safety in each stage from material procurement to product
sales. We continue to improveproductionprocesses and are



Complies with
Article 13 of the
Corporate Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies.
Complies with
Article 12 of the
Corporate Social

72

efficiently and use
renewable materials
which have a low
impact on the
environment?
developing non-toxic, eco-friendly, and green energy
products in coordination with market trends and the needs
of downstream customers.
1. Eco-friendly Products
(1) We strive to develop advanced, highly efficient, and
eco-friendly products to jointly protect the Earth. We
not only assist customers in developing low-energy
consumption products, but also exert our influence on
the supply chain for hazardous product management
and conflict minerals management.
(2) We measured the electricity savings from the low
power DRAM and 20nm consumer DRAM products
sold in 2020 based on how electronic products
containing the DRAM products are used, and
determined that the products saved approximately
658,480,000 kWh, reducing CO2e by 335,164 tons,
which is roughly 862 times the CO2absorption of
Daan Forest Park for one year (389 tons of
absorption). This contributes to our business
expansion and maintaining a green planet.
2. Set and effectively monitor key indicators of material
issues:
Our GHG emissions are certified by an independent
third party every year, and we set energy conservation
and carbon reduction goals every year.
3. Certification by an independent third party and
information disclosure on the website of international
evaluation institutions:
We successfully passed the external certification for
ISO 14001 Environmental Management System, and
implement environment improvement plans each year
based on the spirit of making constant improvements, so
as to minimize our environmental impact. Furthermore,
we began using process gases with lower global
warming potential and waste gas treatment equipment
with high reduction rate in 2006 to reduce our GHG
emission. We compile a GHG inventory according to
ISO 14064 each year, and commission an independent
third-party for verification. The information is disclosed
on our CSR Report and the CDP website.
4. Establish a Green Product Committee for management
and zero violation records:

































Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies.

73

(III) Does the Company
evaluate potential
risks and
opportunities brought
by climate change,
and take response
measures to climate-
related issues?

We are committed to promoting environmental
protection management, formulating EHS performance
indicators, promoting various waste reduction and
resource reuse, greenhouse gas reduction and other
projects, and implementing green product management
in coordination with the Green Product Promotion
Committee, in order to comply with the global trend of
environmental protection. Our environmental protection
certificate management, testing contents, and reporting
items were all handled according to law. There was no
violation of environmental protection regulations in
2020.
5. Renewable energy:
We purchased 362,000 kWh in T-RECs in 2020.
Renewable energy accounts for 0.05% of company-wide
electricity use. We set a goal for the use of renewable
energy, and will achieve government requirements in
advance in 2023 via the construction of a solar power
plant in our factory area, purchase of T-RECs, and
collaboration with external solar power plants.
1. Extreme climate change is gradually affecting the global
ecosystem and humanity's survival, and has become an
"Inconvenient Truth." In the light of this, we
established a Climate Change Management Working
Group overseen by the President's Office, and include
climate change response as a topic of discussion during
quarterly meetings of the Corporate Sustainability
Committee, listing issues as requiring resolution or
execution. We are actively implementing energy
conservation and carbon reduction measures, and strive
to mitigate climate change and improve the Company's
adaptability.
2. Our Business Risk Management Working Group
considers the potential impact of climate change to our
overall operations each quarter, estimating the
probability of risks and their impact. Main climate risks
that we have identified include customer requirements
on low carbon products, the implementation of total
GHG emission control, higher unit price of electricity in
2025, and unstable power supply due to climate change.
We have established risk response and mitigation plans,
as well as crisis management mechanisms, which






































Complies with
Article 17,
Paragraph 1 of
the Corporate
Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies.

74

(IV) Does the Company
compile statistics of
greenhouse gas
emissions, water use,
and total weight of
waste in the past two
years, and does it
establish policies for
energy conservation
carbon reduction,
greenhouse gas
emission reduction,
water use reduction,
and other waste
management?
enables the working group to give warnings in advance
and mitigate the impact of risks on company operations.
Furthermore, we have also identified the opportunities
brought
by
climate
change,
including
the
implementation of ISO 50001 Energy Management,
supplier engagement in energy conservation and carbon
reduction, and development and expansion of low
carbon products and services. We will be able to
effectively reduce electricity consumption, increase the
green
value
of
products,
enhance
product
competitiveness, and increase revenue by seizing these
three opportunities.
1. We have established a CSR policy as well as an
occupational health and safety and environmental
management policy, and established regulations for
energy conservation and carbon reduction, GHG
reduction, water use reduction, and other waste
management on this basis.
2. We began compiling a GHG inventory and report each
year based on internal calculations starting in 2005, and
we began commissioning a third party for ISO 14064-1
verification the same year to ensure the completeness
and credibility of our GHG inventory. At present,
greenhouse gases are divided into three scopes: Scope 1
(Direct GHG Emissions), Scope 2 (Electricity Indirect
GHG Emissions), and Scope 3 (Other Indirect GHG
Emissions). We used the operational control approach
for GHG emission data, and the main source of GHG
emissions is purchased electricity (accounts for about
81%) and perfluorocarbons (PFCs) used in processes
(accounts for about 9%).
3. We have an open attitude towards carbon disclosures and
began participating in ratings of the Carbon Disclosure
Project (CDP) in 2009, disclosing GHG emissions each
year. Information on GHG reduction. Information on
GHG emissions include Scope 1: Direct GHG emissions
from our factories and Scope 2: Indirect GHG emissions
from
purchased electricity and steam.
Related
information is directly disclosed on the CDP website. In
addition to the information on our carbon emissions
disclosed on the CDP website and our CSR report, we
also disclose our GHG emission and reduction







































Complies with
Article 17,
Paragraphs 2-3
of the
Corporate
Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies

75

information on the RBA (Responsible Business
Alliance) GHG report system, or provide carbon
emission data to help customers determine the carbon
footprint of products.
4. Our EHS policy emphasizes waste reduction and
resource recycling to comply with applicable laws and
regulations,
as
well
as
our
commitments
to
environmental protection. We hope to thereby improve
our corporate image and ensure corporate sustainability.
With regard to resource recycling and reuse, each year
we assess the amount that can be reduced, and the types
and amount of waste and wastewater that can be
recycled and reused, and then set annual project goals.
The projects are included in the annual budget and work
plan, and then implemented after gaining approval from
management.
5. Related measures include wastewater recycling,
treatment, and reuse, copper sulfate waste liquid reuse,
reduction of raw material use, recycled material use,
packaging material reduction and recycling, air
pollution prevention, water pollution prevention, waste
management, resource recycling, water use reduction,
recycling and reuse, water resource management, and
energyconservation measures.













IV. Social issues
(I) Does the Company
comply with relevant
laws and regulations,
and the International
Bill of Human Rights
and adopt relevant
management policies
and procedure?

1. We comply with labor related laws and regulations, such
as the Labor Standards Act, and also comply with the UN
Universal Declaration of Human Rights, UN Guiding
Principles on Business & Human Rights, and
International Labor Office Tripartite Declaration of
Principles Concerning Multinational Enterprises and
Social Policy, in order to protect the fundamental human
rights of employees and customers. We established
regulations and systems for employee rights and
interests, and provide stable and preferential salaries,
complete education and training, a promotion and
development system, and a safe and healthy work
environment to enhance employees' professional
competencies. The president of NTC has signed the
human rights policy in August 2018.
2.We established the Employee Protection and Grievance
Guidelines and Whistle-blower Policyso as to
















Complies with
Article 18 of the
Corporate Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies.

76

(II) Does the Company
have reasonable
employee benefit
measures (including
salaries, leave, and
other benefits), and
do business
performance or
results reflect on
employee salaries?
understand employees' opinions and report issues in a
timely manner, achieving positive communication
between labor and management. When employees
discover any conduct that affects their personal or the
Company's rights and interests, improper management,
illegal conduct, or attempts to use a position for unjust
enrichment, employees can file a report through the
employee protection and compliant mailbox and hotline,
as well as the whistleblower mailbox and hotline. The
Company will designate personnel to look into the
reports and reply to employees, ensuring smooth
communication channels for employees to express their
opinions.
1. We have established clear rules for employee promotion,
evaluation, training, reward, and punishment. The salary
standard for new employees is based on the academic
background and work experience of the required talent,
as well as the spirit of "equal pay for equal work." The
basic pay of male and female employees at the same job
grade is 1:1. After employees are hired, they receive
salary raises and promotions based on their work
performance.
2. The Company's holidays include Saturday, Sunday,
national holidays, and other holidays specified by the
central competent authority. We also provide employees
with special leave in accordance with the Labor
Standards Act. Please refer to 5. Labor Relations in V.
Business Overview for other employee benefits.
3. Our employee salaries include base pay, various
allowances, and other compensation. Furthermore, we
also offer variable compensations based on
employees' individual performance and attainment of
organizational goals (or profitability). In doing so, we
reward employees for their excellent performance and
share with them the profits we make as a group,
regardless of their gender. Pursuant to the Articles of
Incorporation, the Company shall allocate 1% to 12%
of its pre-tax profits, if any, as employee bonuses.
Please refer to 8. Employee Bonuses and Directors'
Remuneration in IV. Capital Overview for the
distribution of employee bonuses.

























Complies with
Article 21,
Paragraph 2 of the
Corporate Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies.

77

(III) Does the Company
provide safe and
healthful work
environments for
their employees and
organize training on
safety and health for
their employees on a
regular basis?
1. Operations of the Occupational Safety and Health
Committee: Senior executives, department heads, and
committee members (34% are labor representatives in
accordance with the law) participate in committee
operations. The committee reviews the attainment of
EHS management goals, safety and health issues,
hazards identification, and risk assessment and
management goals on a monthly basis. The safety and
health management plan, which involves all employees
and contains the occupational safety and health policy,
is formulated and implemented on the basis, and
complies with regulatory and health promotion
requirements.
2. Occupational accident prevention and management:
Even through we have already achieved zero disabling
injuries in our factories, we have not let our guard down
when it comes to disaster prevention. We are constantly
raising the safety awareness of new employees and
contractors, and have implemented the following
measures to prevent occupational accidents: Implement
process safety management (PSM), HazOp analysis for
potential equipment risks, job safety analysis for
operating risks, safety and health education and training,
and SWAT.
3. Occupational safety and health management system: We
implemented and achieved the ISO 45001:2018 and
TOSHMS Management Systems certifications and have
set goals for hazards of high risk operations according
to the PDCA management cycle to continue making
improvements.
4. Safety and health education and training: We include
courses for certifications required by the law, special
hazardous operations, and emergency response to
disasters into the annual training plan for new
employees, senior employees, and supervisors. In
addition to scheduled training courses, emergency
response drills are arranged for high risk items to raise
employees'
safety
awareness
and
achieve
comprehensive prevention.
5. Employee healthcare: We are working with the medical
team of Chang Gung Memorial Hospital to provide
employees with annual health examinations, and
follow-up and health management is carried out for



































Complies with
Article 20 of the
Corporate Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies.

78

(IV) Does the Company
establish a platform
to facilitate regular
communication
between the
management and the
employees and
inform employees of
operation changes
that might have
material impacts?
(V) Does the Company
comply with relevant
regulations and
international standards
in customer health and
safety, customer
privacy, and marketing
and labeling its goods
and services, and has it
established consumer



employees with abnormal results. All of our factories
have a medical room with a physician stationed on site
to provide employees with professional medical and
consultation services. Seminars on spirituality and
health and healthcare courses are arranged each quarter
to meet employees’ need for knowledge on physical
and mental health.
1. To provide a better and more effective talent cultivation
system, we established a complete professional training
system
and
implemented
training
development
management. Training courses include new employee
training, general training, position-specific training,
manager training, internal lecturer training, direct
personnel training. And personal development courses
in physical classrooms and online courses. Furthermore,
the establishment of a training development system and
knowledge
management
system
enriches
our
professional training system, and also links together
internal knowledge and creativity. Employees can
access, share, and create professional knowledge,
courses, and articles on our internal website, which also
provides a variety of learning resources and information
to help units learn, including information on external
training
and
lectures,
specialized
technology
communities, and discussions.
2. We planned a variety of on-the-job training and
learning channels to promote talent cultivation,
lifelong learning, and assist employees with career
development, so as to expand their scope of learning.
Continuing education and learning channels include:
Online learning multimedia center, language learning
subsidies,
on-the-job
degree
programs,
and
participation in external courses.
1. Customer relations management is an important part of
corporate sustainability. In order to learn the precious
opinions of our customers, we provide customer
complaint channels and refund and compensation
application procedures. Customers can express their
opinions through the "Customer Feedback Form" and
salespeople fill out a "Customer Complaint Handling
Form" for refunds when there are customer complaints.
The progress of each case is controlled by a computer
system. Our website provides service hotlines and e-
mails for variousproducts,so that customers can



























Complies with
Article 21,
Paragraph 1 of the
Corporate Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies.
Complies with
Article 24 of the
Corporate Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies.

79

rights protection
policies and complaint
procedures?
(VI) Does the Company
have a supplier
management policy,
require suppliers to
comply with
regulations on
environmental
protection,
occupational safety
and health, and labor
rights, and what is its
implementation status?

directly provide feedback through different channels.
Related departments periodically summarize issues of
concern to customers, and set the priority for making
improvements based on the importance and time
constraints of the issues, ensuring that customers needs
are met.
2. Most of our products are not directly sold to general
consumers, so we have relatively few marketing
activities such as commercials and flyers. If any
promotional activities involve legal aspects, our units
will consult the legal and intellectual property
departments to avoid violating the law. Furthermore, we
established
Personal
Information
Management
Procedures and strictly control the access and use of
personal information to protect customer privacy.
3. Our customer service process comprises four aspects:
(1) Product design: Strengthen technology exchanges
with customers.
(2) Testing and verification: Participate in customer
platform parameter measurement services.
(3) Manufacturing: Complete production, sales, and
product tracking and identification system, as well as
collaboration with global couriers.
(4) Product launch: Trouble-shooting and system control
progress.
1. We established a supplier management policy and a
Supply Chain Management Committee to build the
framework for sustainable supply chain management,
which comprises sustainability regulations, active
supplier
risk
assessment
and
investigation,
sustainability risk assessment questionnaires, on-site
audits and improvement measures of suppliers with
high sustainability risk, and developing suppliers'
sustainability abilities. We will promote sustainable
performance of suppliers, improve resilience of supply
chains, manage and control supply chain risks, and
cooperate with suppliers to become the best partners in
order to jointly move towards a sustainable future.
2. We require our upstream suppliers to be RoHS
compliant, have labor safety qualifications required by
the government, be ISO certified, and provide
announcements and labels indicatinghazardous
















Complies with
Article 26 of the
Corporate Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies.

80

substances during each procurement. Suppliers must
properly recycle or reuse containers and loading
devices, give priority to goods made by organizations
for persons with disabilities, and attach proof that the
goods do not have any radiation pollution. These
requirements are specified in the "Request for
Quotation" and "Purchase Notice", which also explain
our policy for corporate sustainability, compliance
with the principle of fair trade, and requirement that
suppliers comply with environmental protection, labor
safety, and human rights regulations. Shipments that
fail to comply with these requirements will be rejected
and will be taken into consideration during supplier
assessments. When the materials, parts, or products
procured contain metal, we require suppliers to
thoroughly investigate whether if the are conflict
minerals, ensuring that all raw materials we purchase
are obtained through legal channels.
V. Does the Company
reference
internationally
accepted reporting
standards or
guidelines, and
prepare reports that
disclose non-
financial information
of the Company,
such as corporate
social responsibility
reports? Do the
reports above obtain
assurance from a
third party
verification unit?

The Company's Corporate Social Responsibility
Report is compiled with reference to the spirit of the Global
Reporting Initiative (GRI) 2018 Global Resiliency
Reporting Standard (the core option of GRI Standards) and
is planned by a third-party impartial unit. The Association
(BSI) conducts a verification of the AA 1000 Type II, and
the results of the verification have not been published as of
the date of publication of the annual report.







Complies with
Article 29 of the
Corporate Social
Responsibility
Best Practice
Principles for
TWSE/GTSM
Listed
Companies.

81

VI. If the Company has established its corporate social responsibility code of practice according to "Corporate Social Responsibility Best Practice Principles for TWSE/GTSM-Listed Companies", please describe the operational status and differences:

The Company has established its corporate social responsibility policies and code of practice which comply with “Corporate Social Responsibility Best Practice Principles for TWSE/GTSM-Listed Companies” on August 10, 2015. For the implementation status, please refer to NTC CSR Report and our corporate social responsibility related information on our website: http://www.nanya.com

  • VII. Other key information useful for explaining status of corporate social responsibility practices: (I) Participation in external associations:

We are dedicated to our core business and different aspects of sustainable development (environmental, social, and economic aspects), including industrial and economic development, technological innovation and development, climate change, employee rights and interests, human rights, and social engagement. We established the "Nanya Technology Corporation Guidelines for Participation in Public Affairs" as the basis for establishing all policies for participating in related industries or joining industry associations. This information is transparent and accessible by the public. We established a Public Affairs Participation Team under the Sustainable Development Committee. The team is responsible for making decisions regarding our participation in public affairs, and periodically assesses and reviews the commercial value of participating in public affairs, as well as whether the policy matches our business goals, corporate policy, and public policy, ensuring that it is in the interest of all stakeholders. Important associations that we are participating in are as follows:

  1. Taiwan Semiconductor Industry Association (Director).

  2. Taiwan IC Industry & Academia Research Alliance (Member).

  3. Center for Corporate Sustainability (Director)

  4. (II) Community engagement:

As a leading innovative company of global DRAM product, we believe that we should play a role as a participant who actively contributes to the society to help resolve environmental challenges and social issues, making efforts to create positive influence. The United Nations' Sustainable Development Goals (SDGs) have revealed the sustainable challenges that human beings are facing, and companies are expected to be the key roles in jointly resolving the problems. We have been thinking how to respond to the SDGs on the basis of our core professional innovative capabilities. We implemented the 4U Project in 2019 in coordination with the UN SDGs: Focus On U (talent cultivation), Light Up (environmental protection), Power Up (humanistic care, and Line Up (good neighbor) continue to invest human and material resources into talent cultivation, environmental protection, humanistic care, and good neighbor work. Relating to the strategic social welfare, SDG 8 (decent work and economic growth) drives us into talent cultivation and industry-academia cooperation. We have actively promoted technology upgrades and innovations for economic value enhancement in order to cultivate professional skills of youngsters and students, building the main theme of talent cultivation. SDG 13 (climate action) allows us to deeply experience the impact that extreme climate has on the community environment and the ecology. Therefore, NTC has set up a main theme of environmental conservation to safeguard environmental biodiversity and move toward a low carbon society. SDG 1 (no poverty) is the base for the NTC's public welfare implementation, so we have built two main themes of humanistic care and

82

community harmony so that we are able to make long-term contributions to the communities and neighborhoods where we have been operating.

  • 4U Project:

  • Focus On U (talent cultivation):

  • (1) Stars of the Future: We provide various scholarships (including the Technology Talent Scholarship Program, Doctoral Student Sponsorship Program, and College/Master's Scholarship Program) to encourage students to focus on academic research, pursue excellence, and apply what they learn. We hope that students will continue to learn in a field that they are passionate about. We provided scholarships to a total of 5 students in 2020, and also organized Stars of the Future, which is an event for selecting students to receive a total of NT$637,000 in scholarships.

  • (2) Outstanding Project: We implemented industry-academia collaboration projects with four universities (National Taiwan University, National Tsing Hua University, National Chiao Tung University, Chang Gung University) in 2020, and invested a total of NT$5,950,000 in the projects. We also sponsored 5 campus events with a total amount of NT$1,370,462. These efforts aim to promote exchanges between industry and academia, fully utilize academic resources, improve the quality of education through teacher-student interactions, and enhance the competitiveness of domestic industries.

  • (3) Cultivating Students Project: We are actively involved in campuses and provide young students with an internship platform for two-way cultivation. We jointly offered internship programs with 12 schools in 2020, and provided internship opportunities to a total of 215 students, successfully retaining 8 interns to become formal employees in their original department, as well as 2 interns who were transferred to other suitable departments based on their expertise. The program allows

  • students to build on their internship experience and transition into employment opportunities.

  • (4) Understanding Project: We invite students to visit our company to help them better understand the industry's development. In 2020, we organized a total of 20 visits and arranged for employees who graduated from the same school to encourage the students by sharing their work experience, building cohesiveness and a sense of belonging.

  • (5) Speech Seminars: To help students strengthen the connection between what they learn at school with the realities of the workplace, our middle management and executives began interacting with students face-to-face on campus as industry experts in seminars or programs. We organized a total of 51 seminars with approximately 3,060 participants in 2020.

  • Light Up (environmental protection):

  • (1) Earth Hour: This global energy conservation event is held at 8:30-9:30 P.M. on the last Saturday of every March. We have participated in the event for three consecutive years. The event was moved online due to the pandemic in 2020. Besides collecting videos filmed by employees to support the event, we also invited business managers to participate with specially prepared Earth Hour masks.

  • (2) Beach cleanup event: NTC has collaborated with supplier Air Liquide Far Eastern in organizing a beach cleanup event for the second consecutive year to promote the concept of cherishing the ocean! We called on employees and family members of both companies to take action and jointly protect the ecosystem by picking up trash that does not belong on the beach. A total of 47 NTC employees and family members participated in the event that day and picked up 1,763 kg of trash.

  • (3) Earth Hour: This global energy conservation event is held at 8:30-9:30 P.M. on the last Saturday of every March. We have participated in the event for three consecutive years. The event was moved online due to the pandemic in 2020. Besides collecting videos filmed by employees to support the

83

  • event, we also invited business managers to participate with specially prepared Earth Hour masks.

    1. Power Up (humanistic care):
  • (1) Lose weight for charity: The Company organized a three-month weight lost event, and donates NT$1,000 to food backs for every 1 kg of weight lost by employees. The limit on donations to a single bank is NT$100,000, and total donations to 5 institutions is limited to NT$500,000. A total of 419 employees participated in the event and lost a total of 834.7 kg. We split the donations between Little Happiness Link Social Welfare Foundation, Syin-Lu Social Welfare Foundation, and Eden Social Welfare Foundation.

  • (2) Dragon Boat Festival charity street: We invited four charities: Little Happiness Link Social Welfare Foundation, Syin-Lu Social Welfare Foundation, Eden Social Welfare Foundation, and Down Syndrome Foundation R.O.C., to organize a charity sale during Dragon Boat Festival. The charity sale was quite popular and achieved pretty good sales. In addition to the proceeds from the charity sale, we donated NT$50,000 to each of the four charities to support their normal operations.

  • (3) Fair trade pantry room: Starting in June 2018, our pantry rooms have been transformed into places where public welfare ideals are able to be implemented. We joined the project of fair trade pantry room promoted by Okogreen Co. Ltd., (the first Taiwanese trading company received the verification from the Fairtrade International (FLO)), installing fair trade coffee machines in the pantry rooms of the Company. Our employees can drink a cup of fair trade coffee for NT$10. The coffee machines were used a total of 49,326 times in 2020. NTC and its employees will continue to purchase fair trade coffee at a fair price for charity, and aid the development of communities in third-world countries to improve the lives of farmers.

4. Line Up (friendly neighbor):

NTC donated 5,100 dry-powder extinguishers to 17 villages in Taishan District, New Taipei City in 2017 to show goodwill and protect the safety of neighborhoods. The dry-powder extinguishers that were previously donated are about to expire, so we provided NT$892,500 to Taishan District Office to recharge the fire extinguishers in 2020.

84

(VI) Implementation of Ethical Corporate Management and Deviations from the "Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies" and Reasons

Assessment item Implementation status
(Note1)
Implementation status
(Note1)
Implementation status
(Note1)
Departure from
"Ethical Corporate
Management Best
Practice Principles
for TWSE/TPEx
Listed Companies"
and reasons
Yes No
Explanation
I.
Establishment of
ethical corporate
management policy
and approaches
(I) Did the Company
establish an ethical
corporate
management policy
that was approved
by the Board of
Directors, and
declare its ethical
corporate
management policy
and methods in its
regulations and
external documents,
as well as the
commitment of its
Board and senior
management to
implementing the
management
policies?
(II) Does the Company
establish
mechanisms for
assessing the risk of
unethical conduct,
periodically analyze
and assess operating
activities within the
scope of business






1. We comply with laws and pursue our business
objectives with integrity. Besides complying with the
Company Act and Securities and Exchange Act, we
uphold the corporate culture of "diligence" and the
business
philosophy
of
integrity,
fairness,
transparency, self-discipline, and responsibility. The
Ethical Corporate Management Best Practice
Principles established by the Board of Directors is
implemented by the President's Office, which
established various policies on ethics, and good
corporate
governance
and
risk
management
mechanisms to achieve sustainable development.
The Board of Directors and senio executives active
implement and supervise the ethical corporate
management policy.
2.(1) NTC has established the Codes of Ethical Conduct
and Employee Code of Conduct available on or
internet for all employees understanding of the
Company's resolve to implement ethical corporate
management, the related policies, complaint
channel, and the consequences of committing
unethical conduct. In order to promote a culture of
awareness, we require all employees to be trained
periodicallyon our core values andpassed the























Complies with
Article 4 and 5 of
the Ethical
Corporate
Management Best
Practice Principles
for TWSE/TPEx-
Listed Companies.
Even though we
have not established
Procedures for
Ethical Management
and Guidelines for
Conduct, the
contents are
provided in different
regulations and

85

Assessment item Implementation status
(Note1)
Implementation status
(Note1)
Implementation status
(Note1)
Departure from
"Ethical Corporate
Management Best
Practice Principles
for TWSE/TPEx
Listed Companies"
and reasons
Yes No
Explanation
with relatively high
risk of unethical
conduct, and
formulate an
unethical conduct
prevention plan on
this basis, which at
least includes
preventive
measures for
conduct specified in
Article 7, Paragraph
2 of the Ethical
Corporate
Management Best-
Practice Principles
for TWSE/TPEx
Listed Companies?
(III) Did the Company
specify operating
procedures,
guidelines for
conduct,
punishments for
violation, rules of
appeal in the
unethical conduct
prevention plan,
and does it
implement and
periodically review
and revise the plan?


qualification.
(2) We periodically analyze and review business
activities with higher risk of unethical practices,
and established the Business and Ethical Code of
Conduct,
Human
Resources
Management
Regulations, and Work Rules for management of
workers, stipulating that personnel holding
positions involved in business, procurement,
outsourcing, construction supervision, and budget
and other interests of vendors may not accept the
invitation of vendors to any form of entertainment,
and may not accept money or other benefits from
vendors. Violators will be terminated and their
supervisors will also be punished. Employees
periodically rotate through different positions to
prevent corruption from occurring.
3. Our Business and Ethical Code of Conduct, Human
Resources
Management
Regulations,
Ethical
Corporate Management Best Practice Principles,
Guidelines for the Prevention of Insider Trading,
Whistle-blower Policy, and Employee Protection and
Grievance Guidelines clearly set forth our ethical
corporate management policy, as well as related
operating procedures, code of conduct, and rules for
whistleblowing,
penalties,
and
complaints.
Furthermore, we established the Code of Conduct for
Directors and Managerial Officers. The regulations
and systems above are periodically reviewed to meet
the needs in actual practice.


























systems and
implemented
accordingly.
Complies with
Article 6, Paragraph
1 of the Ethical
Corporate
Management Best
Practice Principles
for TWSE/TPEx-
Listed Companies

86

Assessment item Implementation status
(Note1)
Implementation status
(Note1)
Implementation status
(Note1)
Departure from
"Ethical Corporate
Management Best
Practice Principles
for TWSE/TPEx
Listed Companies"
and reasons
Yes No
Explanation
II.
Full
Implementation of
Ethical
Management
Principles
(I) Does the
Company assess
ethical records
of business
counterparties?
Does the
Company
include business
conduct and
ethics related
clauses in the
business
contracts?
(II) Does the
Company set up
dedicated units
under the board
of directors in
charge of
promotion of the
ethical corporate
management
and report
execution to the
board of
directors
periodically (at
least once a
year)?



All contracts signed due to our business activities
contain clauses on ethical conduct. Furthermore, we
investigate the integrity of stakeholders such as
customers and suppliers to prevent unethical conduct
from damaging our interests.
The President's Office and Head Office are
responsible
for
implementing
ethical
corporate
management, and report evaluation results to the Board
of Directors at least once a year. The most recent report
was on December 18, 2020, and mainly evaluated the
ethical
corporate
management
policy
and
the
commitment of the Board of Directors and management
to implementing the ethical corporate management
policy. Does the Company consider the legitimacy and
integrity records of agents, suppliers, customers, or
other business partners? Are personnel with access to
the Company's trade secrets and sensitive data obligated
to maintain confidentiality, and are preventive measures
in place? Did the Company set up a whistleblower
system and convenient whistleblower channels;
Internal audit reports are submitted to independent
directors for review each month and periodically
reported to the Board of Directors.





















Complies with
Article 9 of the
Ethical Corporate
Management Best
Practice Principles
for TWSE/TPEx-
Listed Companies.
Complies with
Article 17 of the
Ethical Corporate
Management Best
Practice Principles
for TWSE/TPEx-
Listed Companies.

87

Assessment item Implementation status
(Note1)
Implementation status
(Note1)
Implementation status
(Note1)
Departure from
"Ethical Corporate
Management Best
Practice Principles
for TWSE/TPEx
Listed Companies"
and reasons
Yes No
Explanation
(III) Does the
Company
establish
policies to
prevent conflicts
of interest,
provides
appropriate
communication
channels and
implement the
policies?
(IV) Does the
Company have
effective
accounting
system and
internal control
systems set up
to facilitate
ethical corporate
management,
does the internal
auditing unit
formulate audit
plans based on
unethical



1. In the Board of Directors Meeting Rules, we require
board members to explain the interest they or the
entity they represent have in any important issues
during the board meeting. If there is a potential
conflict of interest, they may not participate in the
discussion or voting, and should also recuse
themselves. Nor may they vote on other directors'
behalf. Furthermore, pursuant to the Procedure of
Acquisition or Disposal of Assets, proposals to make
transactions with stakeholders must be submitted to
the Audit Committee for approval and passed by
resolution of the Board of Directors.
2. In the Code of Business Conduct and Ethics and
Personnel Management Rules, we require employees
to strictly abide by the principle to avoid conflicts of
interest and actively report any conflicts of interest.
We also have non-compete clauses to prevent
conflict of interest.
3. We established the Employee Protection and
Grievance Guidelines and Whistle-blower Policy to
provide channels for employees to report any illegal
or unethical conduct.
The Company sets up the effective accounting and
internal control system. Connecting each operational
function,
including
human
resources,
finance,
operations, production, materials and resources, and
engineering, via comprehensive computerization to
implement cross audit and abnormal management. We
established a professional and independent internal
audit structure that comprises two aspects. The
Auditing Office under the Board of Directors is
responsible for the first aspect, and sets audit plans each
year, which is the basis for verifying compliance with
regulations and systems, and lowers the risk of
unethical conduct. Furthermore, considering that
internal audits are the duty of all employees, each
department is required to perform regular (performed


































Complies with
Article 19 of the
Ethical Corporate
Management Best
Practice Principles
for TWSE/TPEx-
Listed Companies.
Complies with
Article 20 of the
Ethical Corporate
Management Best
Practice Principles
for TWSE/TPEx-
Listed Companies.

88

Assessment item Implementation status
(Note1)
Implementation status
(Note1)
Implementation status
(Note1)
Departure from
"Ethical Corporate
Management Best
Practice Principles
for TWSE/TPEx
Listed Companies"
and reasons
Yes No
Explanation
conduct risk
assessment
results, and does
it audit
compliance with
the unethical
conduct
prevention plan
or commission a
CPA to perform
the audit?
(V) Does the
Company
periodically
provide internal
or external
training courses
of ethics
corporate
management?


monthly, quarterly, semi-annually, or annually, as
established per item) self-inspections of business
activities for the second aspect, applying the spirit of
internal control to all aspects of the Company.
We promote the corporate spirit of "Diligence &
Frugality" through company periodicals and during
various events, instilling employees with the concepts
and attitude of integrity, fairness, transparency, self-
discipline, and responsibility. Corporate culture courses
are offered during new employee orientation. The
Company provides new hire orientation and annual
refreshed training to all employees for their
understanding of the Company's resolve to implement
ethical corporate management, the related policies,
prevention
program
and
the
consequences
of
committing unethical conduct. We organized education
and training sessions on laws and the Company's
regulations and systems, internal controls and internal
audits, and other issues related to ethical corporate
management in 2020. A total of 42,387 people
participated in the sessions and received a total of
22,997 hours of training.



















Complies with
Paragraph 2, Article
22 of the Ethical
Corporate
Management Best
Practice Principles
for TWSE/TPEx-
Listed Companies.
III. Implementation of
the Company's
Whistleblowing
System
(I) Does the Company
set up specific
reporting and
reward system,

We established the Employee Protection and
Grievance Guidelines and Whistle-blower Policy to
provide a whistleblower system:
1. A variety of channels are available for filing reports,

Complies with
Article 23 of the
Ethical Corporate
Management Best

89

Assessment item Implementation status
(Note1)
Implementation status
(Note1)
Implementation status
(Note1)
Departure from
"Ethical Corporate
Management Best
Practice Principles
for TWSE/TPEx
Listed Companies"
and reasons
Yes No
Explanation
convenient
reporting channel
and assign
appropriate and
dedicated sponsor
to handle the case?
(II) Does the Company
establish standard
operating
procedures for
investigating
reported cases, and
does it take
subsequent
measures and
implement a
confidentiality
mechanism after
completing
investigation?
(III) Does the Company
adopt protection
measures of non-
retaliation?




including
a
physical
mailbox,
e-mail,
and
whistleblower
hotline.
These
channels
are
announced at an obvious place at main entrances and
exits to notify potential whistleblowers.
2. After accepting a report, the President Office assigns
designated person for review, opening a case, and
subsequent investigation procedures.
3. Confidentiality: After the investigation period and
investigation has been concluded, the case officer is
strictly prohibited from disclosing information to
unrelated persons. Supervisors at each level are also
required to maintain confidentiality, and related data
must be handled and stored as confidential
documents, ensuring that whistleblowers will not be
inappropriately treated.
4. Personnel who are verified to be in violation are
punished in accordance with the Human Resources
Management Regulations, and judicial agencies and
prosecutors are notified when necessary.
5. We established the Whistle-blower Policy, our
official website also set up a dedicated line and the
mailbox, and have someone to deal with problems
when employees, partners, or customer have rights
damage appeals.



















Practice Principles
for TWSE/TPEx-
Listed Companies.
IV. Enhancing
information
disclosure
Does the Company
disclose the content
and the implement
status of the Ethical
Corporate
Management
Policies on the
Company website
and MOPS?


We disclose information on ethical corporate
management in the "Investor Relations" section of our
Chinese and English\ websites. Our Ethical Corporate
Management Best Practice Principles can also be
accessed on the Market Observation Post System.




Complies with
Article 25 of the
Ethical Corporate
Management Best
Practice Principles
for TWSE/TPEx-
Listed Companies.

90

Assessment item Implementationstatus(Note1) Implementationstatus(Note1) Implementationstatus(Note1) Departure from
"Ethical Corporate
Management Best
Practice Principles
for TWSE/TPEx
Listed Companies"
and reasons
Yes No
Explanation
V. If the Company has established Ethical Corporate Management Best Practice Principles based on the
"Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies," the
Company shall elaborate on any departure from the principles:
Our board of directors approved the Ethical Corporate Management Best Practice Principles" on
November 10, 2014, which was amended by resolution of the board of directors on June 22, 2016 . Despite
the amendment based on our practices, it still in line with the spirit of the Ethical Corporate Management
Best Practice Principles for TWSE/GTSM-Listed Companies.
VI. Other helpful information regarding ethical corporate management:
The Company arrange Directors and managers to take part in corporate governance course, and
communicates the act of integrity, so as to enhance corporate governance efficiency and integrate integrity
management.

V. If the Company has established Ethical Corporate Management Best Practice Principles based on the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies," the Company shall elaborate on any departure from the principles:

Our board of directors approved the Ethical Corporate Management Best Practice Principles" on November 10, 2014, which was amended by resolution of the board of directors on June 22, 2016 . Despite the amendment based on our practices, it still in line with the spirit of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies.

The Company arrange Directors and managers to take part in corporate governance course, and communicates the act of integrity, so as to enhance corporate governance efficiency and integrate integrity management.

Note 1: Summarize operations in the description field regardless of whether "Yes" or "No" was selected.

  • (VII) To access our Corporate Governance Best Practice Principles and related regulations

Please visit our website: (https: //www.nanya.com) and the Market Observation Post System: (https: //mops.twse.com.tw).

(VIII) Other Important Corporate Governance Information

NTC published the “Corporate Social Responsibility Report” to unroll its strategies and related activities in terms of economic, governance, environmental and social aspects. With that, the Company strengthens the communication with employees, shareholders and all stakeholders, as well as demonstrates its efforts in continuous improvement. And the Company has established "Code of Ethics of Directors and Managers " as the following:

The Codes of Ethics of Directors and Managers

Amended by the Board of Directors on June 22, 2016

CHAPTER Ⅰ GENERAL PRINCIPLES

Article 1

To establish the codes to avoid immoral behavior and activities resulting damages to the interests of company and shareholders in order to enable Directors and Managers

91

(including President, Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Assistant Vice Presidents, Financial Officer, Accountant Officer and those who can manage affairs for and sign documents on behalf of the company) to conduct business activities on their duties and power for the company ethically.

CHAPTER Ⅱ CONTENTS OF THE CODES OF ETHICS

Article 2

Directors and Managers should manage affairs of the company honestly, faithfully, lawfully, fairly, justly and ethically.

Article 3

Directors and Managers should avoid to intervene conflicts with personal interests or interests of the company, including but not limited to unable managing affairs objectively and effectively, or letting themselves, spouse, parents, children or a blood relation within the second degree get improper interests for their position. To avoid conflicts, expansion monetary loans or guarantees and acquisition or disposition of major assets to the preceding persons or their affiliated enterprises shall be approved by the Board of Directors. Creating the greatest interests for the Company should be concerned while purchase or sale between these companies.

Article 4

When the company has a chance to gain profit, Directors and Managers should guard interests for Company legally. Directors and Mangers can’t gain personal profit by their duties or from using properties or information of the Company. Directors and Managers can’t do anything that is within the scope of the company’s business except for complying the regulations of Company Law or Articles of Incorporation.

Article 5

Directors and Managers should keep secret for any information of Company’s customers and suppliers unless they are authorized or permitted by law. Confidential information includes all undisclosed information that can be used by competitors or will be harmful to the company or customers after disclosure.

Article 6

Directors and Managers should treat customers, suppliers, competitors and employees fairly. They can’t gain improper interests by controlling, hiding, or abusing information given by their duties, describing major affairs unreally or transacting unfairly.

92

Article 7

Directors and Managers should protect and properly utilize properties of the Company, and they should avoid the properties of the company being stolen, neglected or wasted and then affecting profitability.

Article 8

Directors and Managers should follow laws and rules of the Company.

Article 9

When employees find that Directors and Managers violate laws, regulations or the codes, they should provide sufficient evidence to the Audit Committee, Direct Managers, personnel officers, internal control officers or other appropriate persons. Once the report is certified correct, the company should give a reward in accordance with the personal management regulation.

The Company should deal with the said report properly, confidentially and conscientiously, and the Company should protect the reporter’s safety from all kinds of retaliation.

Article 10

If Directors and Managers violate the codes, the Company should punish them in accordance with the personal management regulation and report to the Board of Directors after certification. The related violators should take civil and criminal responsibility and the Company should disclose dates of events, reasons of violation, items of violation and handling situation on the Market Observation Post System.

CHAPTER Ⅲ PROCEDURES OF APPLICATION OF EXEMPTION

Article 11

When the Company proposes to exempt Directors or Managers from complying the codes under special circumstances, the issue shall be determined by the Board of Directors by a resolution adopted by a majority vote at the Board Meeting by over two-thirds of the Directors attendance. The Company should immediately disclose dates of approval by the Board, any opposing or qualified opinion expressed by the independent directors, terms of exemption, reasons of exemption and items of exemption on the Market Observation Post System so as to be assessed the appropriateness by the shareholders and to protect the interests of the Company.

CHAPTER Ⅳ WAYS OF DISCLOSURE

Article 12

The codes should be disclosed on the Company’s website, annual report, prospectus and the Market Observation Post System. The same shall apply to any amendments to

93

the codes.

CHAPTER ANCILLARY RULES

Article 13

The codes shall take effect after approval by the Board of Directors and be reported to the Shareholders’ Meeting. The same shall apply to any amendments to the codes.

94

(IX) Implementation Status of the Internal Control System

1. Internal Control System Statement

Nanya Technology Corp. Internal Control System Statement

Date: February 26, 2021

The Company states the following with regard to its internal control system in 2020, based on the findings of a self-assessment:

  • I. The Company is fully aware that establishing, operating, and maintaining an internal control system are the responsibility of its Board of Directors and management. The Company has established such a system aimed at providing reasonable assurance of the achievement of objectives in the effectiveness and efficiency of operations (including profits, performance, and safeguard of asset security), reliability, timeliness, transparency, and regulatory compliance of reporting, and compliance with applicable laws, regulations, and bylaws.

  • II. There are inherent limitations to even the most well designed internal control system. As such, an effective internal control system can only reasonably ensure the achievement of the three aforementioned goals. Moreover, the operating environment and situation may change and impact the effectiveness of the internal control system. The internal control system of the Company contains self-monitoring mechanisms, however, and the Company takes corrective actions as soon as a deficiency is identified.

  • III. The Company judges the design and operating effectiveness of its internal control system based on the criteria provided in the Regulations Governing the Establishment of Internal Control Systems by Public Companies (hereinafter the “Regulations”). The internal control system judgment criteria adopted by the Regulations divide internal control into five elements based on the process of management control: 1. Control environment, 2. Risk assessment, 3. Control operation, 4. Information and communication, and 5. Monitoring. Each element further contains several items. Please refer to the Regulations for details.

  • IV. The Company has evaluated the design and operating effectiveness of its internal control system according to the aforesaid criteria.

  • V. Based on the findings of the assessment mentioned in the preceding paragraph, the Company believes that on December 31, 2020, its internal control system (including its supervision and management of subsidiaries), encompassing internal controls for understanding of the degree of achievement of operational effectiveness and efficiency objectives, reliability, timeliness, transparency, and regulatory compliance of reporting, and compliance of reporting, and compliance with applicable laws, regulations, and bylaws, was effectively designed and operating, and reasonably assured the achievement of the above-stated objectives.

  • VI. This Statement will become a major part of the content of the Company's Annual Report 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 Act.

  • VII. This statement has been passed by the Board of Directors Meeting of the Company held on February 26, 2021, where 0 of the 12 attending Directors expressed dissenting opinions, and the remainder all affirmed the content of this Statement.

Nanya Technology Corp.

Chairperson: Chia Chau, Wu

President: Pei-Ing Lee

95

  1. Audit report of internal control system reviewed by independent auditors: None

  2. (X) If any penalties are imposed on the Company and its personnel or punishments are imposed by the Company on personnel in violation of internal control system regulations in the past year and up to the date of report, and the results of the penalty may have a material effect on shareholders’ equity or stock price, specify the contents of the penalty, major deficiencies and improvement: None

  3. (XI) Major Resolutions of Shareholders’ Meetings and Board Meetings:

  4. Important resolutions of the Annual Shareholders' Meeting on May 28, 2020:

    • (1) Ratified the Business Report and Financial Statements for 2019.

    • (2) Ratified the Company's 2019 Proposal for Distribution of Profits.

    • (3) Approved the Amendments to the “Convention Rules and Procedures for Shareholders’ Meeting” of the Company.

    • (4) Approved Appropriateness of Releasing the Director of the Company from Non-Competition Restrictions.

  5. Implementation Status:

    • (1) The 2020 Annual General Meeting resolved to distribute cash dividends of NT$1.50622288 per share. The distribution ratio changed due to employees exercising their stock options, which increased the number of outstanding shares. The Board meeting on May 28, 2020 thus revised the cash dividend to NT$1.50589546 per share, and set the record date to July 8, 2020, and payment date to July 24. The number of outstanding shares was affected by employees once again exercising their employee stock options up to the suspension date specified in the Employee Stock Option Issuance Plan, and the Chairperson was authorized by the Board of Directors to adjust the cash dividend to NT$1.49728963 per share on June 11, 2020.

    • (2) The resolutions in 2020 Annual General Meeting included amendments to the “Convention Rules and Procedures for Shareholders’ Meeting” of the Company and appropriateness of releasing the Director of the Company from non-competition restrictions, which have been implemented accordingly and were announced on the Company website.

  6. Major Resolutions of Board Meetings in 2020:

    • (1) February 26, 2020 The Board of Directors approved the proposal to convene the 2020 annual general meeting and approved the proposal for distribution of profits.

    • (2) February 26, 2020 The Board of Directors approved a capital expenditure

96

budget of no more than NT$9.2 billion.

  - (3) May 6, 2020 The Board of Directors approved an additional capital expenditure budget of no more than NT$6.56 billion.

  - (4) November 14, 2020 The Board of Directors approved the proposal to establish Risk Management Committee.
  1. Major Resolutions of Board Meetings in 2021:

    • (1) February 26, 2021 The Board of Directors approved the proposal to convene the 2021 annual general meeting and approved the proposal for distribution of profits.

    • (2) February 26, 2021 The Board of Directors approved a capital expenditure budget of no more than NT$15.6 billion.

  2. (XII) Major issues of record or written statements made by any directors or supervisors which specified his/her dissent to important resolutions passed by the Board of Directors in the past year and up to the date of report: None

  3. (XIII) Resignation or dismissal of personnel, including directors, general managers, accounting supervisors, financial officers, internal auditing supervisors, corporate governance supervisor and R&D supervisors, involved in the past year and up to the date of report: None

V. Information Regarding NTC's Audit Fees

  • (I) Information Regarding NTC's Audit Fees
Name of
accounting firm
CPA name CPA name Audit period Remarks
KPMG Certified
Public Accountants
Firm
Astor Kou,
CPA
Hsin-Yi Kuo January 1 2020
~
December31,2020

Unit: NT$ thousands

Fees classification
Range ofamount
Fees classification
Range ofamount
Audit fee Non-audit fee Total shares
1 Less thanNT$2,000 - 683 (Note) 683
2 NT$2,000,000 (inclusive) to
NT$4,000,000
3,998 - 3,998
3 NT$4,000,000 (inclusive) to
NT$6,000,000
- - -
4 NT$6,000,000 (inclusive) to
NT$8,000,000
- - -
5 NT$8,000,000 (inclusive) to
NT$10,000,000
- - -
6 NT$10,000,000 (inclusive) orabove - - -

Note: Non-audit fees include business registration NT$124,000 and other NT$599,000 (2020 master files and country reports amounted to NT$200,000, transfer pricing reports amounted to NT$175,000, and annual report and printing fees amounted to NT$184,000).

97

  • (II) If the non-audit fees paid to the CPA, the CPA's accounting firm, and its affiliated enterprises is more than one quarter of the audit fees, the amount of audit and non-audit fees and the content of non-audit services shall be disclosed: None.

  • (III) Replaced the audit firm and the audit fee paid to the new audit firm was less than the payment of previous year: None

  • (IV) Audit fee reduced more than 15% year over year: None

  • VI. Replacement of Independent Auditors

  • (I) About former accountant

Change date January 22, 2019 January 22, 2019 January 22, 2019 January 22, 2019 January 22, 2019
Reason for replacement
and description
internal job adjustment
Note that the
appointment or
accountant terminates or
does not accept the
appointment
Party
situation

accountant
appointer
Take the initiative to
terminate the
appointment
V
No longer accept
(continue)
appointment
Comments and reasons
for the issuance of
unqualified opinions
outside the latest two
years
N/A
Opinions different from
those of issuer

Yes
Accounting principles orpractices
Disclosure of financial reports
Check the scope or step
Other
N/A
V
Description
OTHER DISCLOSURES
(Disclosures required in
Item
1-4
to
1-7,
Subparagraph 6, Article
10 of these Regulations)




1. Notice from former accountants that the Company's internal
control system is incomplete and financial reports are not credible:
None
2. Notice from former accountants that the Company's statement
cannot be trusted or is unwilling to be associated with the
Company's financial reports: None
3. Notice from former accountants that the Company must expand
the scope of audit, or data shows that expanding the scope of audits
will damage the creditability of previously certified financial
reports or financial reports that are about to be certified, but the
scope of audit was not expanded due to replacement of accountant
or other reasons: None
4. Notice from former accountants that the creditability of
previously certified financial reports or financial reports that are
about to be certified may be damaged by the data that was
collected, but the former accountant did not handle the matter due
to replacement or other reasons: None

98

(II) About the successor accountant

Office name KPMG Certified Public Accountants Firm
CPA name Astor Kou and Hsin-Yi Kuo
Date of appointment January 22, 2019
Consultation given on accounting
treatment or accounting principle
adopted for any specific transactions
and on possible opinion issued on
financial report prior to appointment
and results
N/A
Successor accountant's written
opinion on the different opinions of
the former accountant
N/A

VII.The Company’s Chairman, President, or Managers in charge of Finance or Accounting who have been employed in the Auditing Firm or its Affiliates in the past year shall disclose their name, title, and post during their period of employment at the Auditing Firm or its Affiliates. None

99

  • VIII. Share transfer by directors, managerial officers and shareholders holding more than 10% equity and changes to share pledging by them in the past year and up to the date of report

(I) Change in Shareholding of Directors, Managers and Major Shareholders

Unit: Shares

Unit: Shares Unit: Shares
Title Name 2020 As of March 29 of the current
year
Holding Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)

Holding
Increase
(Decrease)

Pledged
Holding
Increase
(Decrease)
Corporate
Director and
Major
shareholder
Nan Ya Plastics
Corp.
0

0

0


0
Chairman Nan Ya Plastics
Corp.
Representative:
Chia Chau, Wu
0
0

0

0
Director Wen Yuan, Wong 0
0

0

0
Director Susan Wang 0
0

0

0
Director and
President
Pei-Ing Lee 360,000 0 (159,000) 0
Director Ming Jen, Tzou 0
0

0

0
Director and
Executive Vice
President
Lin-Chin Su (5,000)
0

0
0
Corporate
Director
Formosa Taffeta Co.,
Ltd.

0
0
0
0
Director Formosa Taffeta Co.,
Ltd.
Representative:
Shih-Ming Hsie

0

0

0

0
Director
Nan Ya Plastics
Corp.
Representative:
Joseph Wu
150,000
0

0

0
Director Nan Ya Plastics
Corp.
Representative:
Rex Chuang
(105,000) 0
(5,000)

0
Independent
Director
Ching-Chyi Lai 0
0

0

0
Independent
Director
Shu-Po Hsu 0
0

0

0
Independent
Director
Tsai-Feng Hou 0
0

0

0

100

Title Name 2020 2020 As of March 29 of the current
year
As of March 29 of the current
year
Holding Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Vice President Yau-Ming Chen 0
0

0

0
Assistant Vice
President
Wesley Chang (21,000)
0

0

0
Assistant Vice
President
Chi-Meng Su 0
0

0

0
Assistant Vice
President
Mark Mao 0
0

0

0
Assistant Vice
President
Jeff J.P. Lin 0
0

0

0
Assistant Vice
President
Rex Chen 18,000
0

36,000

0
Assistant Vice
President
Chuan-Jen Chang 0
0

0

0
Finance Officer
and Corporate
Governance
Supervisor
Philip Jao 0
0

0

0
Accounting
Officer
Hung-Chi Kuo 0
0

0

0
Major
Shareholder
Formosa Plastics
Corporation
0
0

0

0
Major
Shareholder
Formosa Chemical
& Fibre
Corporation
0
0

0

0
Major
Shareholder
Formosa
Petrochemical
Corporation
0
0

0

0

(II) Stock Trade/Pledge with Related Party by Directors, Managers and Major Shareholders with 10% Shareholding or More: None

101

IX. Relationship among the Top Ten Shareholders

March 29,2021 March 29,2021 March 29,2021
NAME Shareholding Spouse’s/ minor’s
Shareholding
Shareholding
by Nominee
Arrangement
Name and Relationship Between the
Company’s Top Ten Shareholders
REMARKS
Shares Percentage
of shares
Shares Percentage
of shares
Shares Percentage
of shares
Company
Name
(or name)
Relationship
Nan Ya Plastics Corp.
(Hereinafter “NPC”)
Legal Representative:
Chia Chau, Wu
907,303,775 29.30% - - - - FPC Mutual Corporate Directors




FCFC The Chairman of FCFC is one
of NPC’s Executive Directors.
Mutual Corporate Directors
FPCC Mutual Corporate Directors
NPC invests in FPCC under
equitymethod.
MLPC The Chairman of NPC is one of
MLPC’s Board Directors.
NPC is one of MLPS’s Board
Directors.
NPC invests in MLPC under
equitymethod
Formosa Chemicals
& Fibre Corp.
(Hereinafter “FCFC")
Legal Representative:
Wen Yuan, Wong
334,815,409 10.81% - - - - FPC The Chairman of FCFC is one
of FPC’s Executive Directors.
FCFC is one of FPC’s Board
Directors.









NPC The Chairman of FCFC is one of
NPC’s Executive Directors.
Mutual Corporate Directors
FPCC The Chairman of FCFC is one
of
FPCC’s
Executive
Directors.
Mutual Corporate Directors
FCFC invests in FPCC under
equitymethod.
MLPC The Chairman of FCFC is one
of MLPC’s Board Directors.
FCFC is one of MLPC’s
Supervisors.
FCFC invests in MLPC under
equitymethod.
Formosa Plastics
Corp.
(Hereinafter “FPC”)
Leal Reresentative:
334,815,409 10.81% - - - - NPC Mutual Corporate Directors





FCFC The Chairman of FCFC is one
of FPC’s Executive Directors.
FCFC is one of FPC’s Board
Directors.
FPCC Mutual Corporate Directors
FPC invests in FPCC under
equitymethod.
g p
Chien-Nan Lin
MLPC The Chairman of FPC is one of
MLPC’s Board Directors.
FPC is one of MLPC’s Board
Directors.
FPC invests in MLPC under
equitymethod.

102

Name Shareholding Shareholding Spouse’s/
minor’s
Shareholding
Spouse’s/
minor’s
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Name and Relationship Between the
Company’s Top Ten Shareholders or their
spouses or relatives within the second
degree of affinity.
Name and Relationship Between the
Company’s Top Ten Shareholders or their
spouses or relatives within the second
degree of affinity.
Remarks
Shares Percentage
of shares
Shares Percentage
of shares
Shares Percentage
of shares
Company
Name
(or name)
Relationship
Formosa
Petrochemical Corp.
(Hereinafter
“FPCC”)
Legal Representative:
Pao-Lang Chen

334,815,409
10.81% - - - - FPC Mutual Corporate Directors
FPC invests in FPCC under equity
method.





NPC Mutual Corporate Directors
NPC invests in FPCC under
equitymethod.
FCFC The Chairman of FCFC is one of
FPCC’s Executive Directors.
Mutual Corporate Directors
FCFC invests in FPCC under
equitymethod.
MLPC Chairperson is the same person.
FPCC is one of MLPC’s Board
Directors.
FPCC invests in MLPC under
equitymethod.
Labor Pension Fund
(The New Fund)
66,029,278 2.13% - - - - N/A N/A
Cathy Life Insurance
Co., Ltd.
Legal
Representative:
Tiao-Kuei Huang
41,625,000 1.34% - - - - N/A N/A
Fubon Life Insurance
Co., Ltd
Legal
Representative:
Richard M. Tsai
32,059,000 1.04 - - - - N/A N/A
Mai-Liao Power
Corporation
(hereinafter
“MLPC”)
Legal Representative:
Pao-Lang Chen

26,261,393
0.85% - - - - FPC The Chairman of FPC is one of
MLPC’s Board Directors.
FPC is one of MLPC’s Board
Directors.
FPC invests in MLPC under
equitymethod.










NPC The Chairman of NPC is one of
MLPC’s Board Directors.
NPC is one of MLPS’s Board
Directors.
NPC invests in MLPC under
equitymethod
FCFC The Chairman of FCFC is one of
MLPC’s Board Directors.
FCFC
is
one
of
MLPC’s
Supervisors.
FCFC invests in MLPC under
equitymethod.
FPCC Chairperson is the same person.
FPCC is one of MLPC’s Board
Directors.
FPCC invests in MLPC under
equitymethod.
Nan Shan Life
Insurance Company,
Ltd.
Legal
Representative:
Tang Chen
17,176,000 0.55 - - - - N/A N/A

103

Name Shareholding Shareholding Spouse’s/
minor’s
Shareholding
Spouse’s/
minor’s
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Name and Relationship Between the
Company’s Top Ten Shareholders or their
spouses or relatives within the second
degree of affinity.
Name and Relationship Between the
Company’s Top Ten Shareholders or their
spouses or relatives within the second
degree of affinity.
Remarks
Shares Percentage
of shares
Shares Percentage
of shares
Shares Percentage
of shares
Company
Name
(or name)
Relationship
Labor Retirement
Fund(The Old Fund)
14,381,000 0.46% - - - - N/A N/A

X. The total number of shares and total equity stake held in any single enterprise by the Company, the Company’s directors, managers, and any companies controlled either directly or indirectly by the Company:

Unit: Share; %;April 23,2021 Unit: Share; %;April 23,2021 Unit: Share; %;April 23,2021 Unit: Share; %;April 23,2021
Reinvestment
Entities
Investment by the Company
Investments by Directors,
Supervisors,
managerial
officers and directly or
indirectly
controlled
enterprises




Comprehensive investment
Shares Shareholding
percentage

Shares
Shareholding
percentage
Shares Shareholdin
g percentage
Formosa Advanced
Technologies Co.,
Ltd.
141,511,000 32% 139,699,759
31.59%
281,210,759 63.59%

104

D. Capital and Shares

I. Capitalization

Unit: Share; NT$

Year /
Month
Issue price
(NT$ per
share)
Authorized capital Authorized capital Paid-in capital Paid-in capital Remarks Remarks
Shares Amount Shares Amount Capitalization Capital
increased by
assets other
than cash
Other
201903 33.1 30,000,000,000
300,000,000,000

3,053,415,894

30,534,158,940
Exercised
ESOP
N/A Note
1
-
Repurchased
shares were
canceled
Note
2
201905 33.1 30,000,000,000
300,000,000,000
3,053,504,894 30,535,048,940 Exercised
ESOP
N/A Note
1
201909 29.2~33.1 30,000,000,000
300,000,000,000
3,072,560,894 30,725,608,940 Exercised
ESOP
N/A Note
1
201912 29.2~30.3 30,000,000,000
300,000,000,000
3,073,364,894 30,733,648,940 Exercised
ESOP
N/A Note
1
202003 29.2 30,000,000,000
300,000,000,000
3,073,996,894 30,739,968,940 Exercised
ESOP
N/A Note
1
202006 29.2 30,000,000,000
300,000,000,000
3,074,660,894 30,746,608,940 Exercised
ESOP
N/A Note
1
10909 28.5~29.2 30,000,000,000
300,000,000,000
3,092,611,894 30,926,118,940 Exercised
ESOP
N/A Note
1
10911 28.5~29.6 30,000,000,000
300,000,000,000
3,093,593,894 30,935,938,940 Exercised
ESOP
N/A Note
1
11002 28.5~29.6 30,000,000,000
300,000,000,000
3,096,434,894 30,964,348,940 Exercised
ESOP
N/A Note
1
Note 3 28.5 30,000,000,000
300,000,000,000
3,097,011,894 30,970,118,940 Exercised
ESOP
N/A Note
1

Note 1: Approval document no. and approval date: Jin-Guan-Zheng-Fa-Zi No. 1040033035 dated August 24, 2015 from the FSC.

Note 2: Approval document no. for share buyback: Jin-Guan-Zheng-Jiao-Zi No. 1080301709 dated January 17, 2019 from the FSC.

Note 3: There have 577,000 shares have not been registered for change.

Unit: Share;March 29,2021
Remarks
Total shares
30,000,000,000
Unit: Share;March 29,2021
Remarks
Total shares
30,000,000,000
Type of
stock
Authorized capital Remarks
Outstanding shares
(Note)
the Company's
treasury stock
Outstanding Un-issued
shares
Total shares
Common
Stock
3,084,913,894 12,098,000 26,902,988,106 30,000,000,000

Note: There are listed Outstanding shares.

105

II. Composition of Shareholders

II.
Composition of Shareholders
II.
Composition of Shareholders
II.
Composition of Shareholders
II.
Composition of Shareholders
II.
Composition of Shareholders
II.
Composition of Shareholders
II.
Composition of Shareholders
March 29,2021
Composition of
Shareholders
Quantity


Government
agencies

Financial
institutions
Other juridical
person
Domestic
natural
person
Foreign
institutions &
natural
person

Total shares
Number of
shareholders
3
141

264

99,900

803

101,111
Shareholding
(shares)
71,544,278 191,941,250
2,019,864,406

198,542,440

615,119,520

3,097,011,894
Holding
(percentage)
2.31
6.20

65.22

6.41

19.86

100

III. Distribution of Shareholding

Par value: NT$10 per share March 29, 2021

Par value: NT$10 per share March 29, 2021
Shareholding range Number of
shareholders
Ownership (shares) Ownership
(percentage)
1 - 999 62,218
8,145,178

0.26
1,000 - 5,000 32,460
60,139,966

1.94
5,001 - 10,000 3,136
24,807,714

0.80
10,001 - 15,000 871
11,012,432

0.36
15,001 - 20,000 562
10,450,302

0.34
20,001 - 30,000 482
12,267,470

0.40
30,001 - 40,000 213
7,606,843

0.25
40,001 - 50,000 161
7,529,388

0.24
50,001 - 100,000 314
22,859,200

0.74
100,001 - 200,000 202
29,461,205

0.95
200,001 - 400,000 151
43,296,690

1.40
400,001 - 600,000 58
29,142,526

0.94
600,001 - 800,000 42
29,209,595

0.94
800,001 - 1,000,000 38
34,134,718

1.10
Over 1,000,001 203
2,766,948,667

89.34
Total shares 101,111
3,097,011,894

100

106

IV. List of major shareholders

Names, shares and shareholding ratio of shareholders with 5% or more shares or top ten shareholders:

March 29, 2021 March 29, 2021 March 29, 2021
Shares
Name of major shareholder

Shareholding
(shares)
Holding
(percentage)
Nan Ya Plastics Corp. 907,303,775 29.3
Formosa Chemicals & Fibre Corp. 334,815,409 10.81
Formosa Plastics Corp. 334,815,409 10.81
Formosa Petrochemical Corp. 334,815,409 10.81
Labor Pension Fund (The New Fund) 66,029,278 2.13
Cathy Life Insurance Co., Ltd. 41,625,000 1.34
Fubon Life Insurance Co., Ltd 32,059,000 1.04
Mai-Liao Power Corporation 26,261,393 0.85
Nan Shan Life Insurance Company, Ltd. 17,176,000 0.55
Labor Retirement Fund (The Old Fund) 14,381,000 0.46

V. Market Price, Net Worth, Earnings, and Dividends per Common Share

Item Year Year
2019
2020
Market
price per
share
(Note 1)
Highest market price 86.70 92.00

Lowest marketprice
49.50 44.00
Average market price 67.55 65.59

Book value
per share

Before distribution
49.78 50.02
After distribution 48.28 Notyet distributed
Earnings
per share
(NT$)
Weighted average shares
Weighted average shares (adjusted)
3,045,219
3,065,482
Before adjustment 3.23 2.51
After adjustment
Dividends
per share
Cash dividends(Note 2) 1.49728963 1.29855082
Stock dividend Stock dividends from
retained earnings
Stock dividends from
capital surplus
Accumulated undistributed dividends
Return on
Investment
Original PE ratio
(Note 3)
20.91 26.13
Adjusted PE ratio
(Note 3)
Price-dividend ratio(Note 4) 44.85 50.51
Cash dividendyield(Note 5) 2.23 1.98

Note 1: Per share of market price is based on the information of Taiwan Stock Exchange Co., Ltd. Note 2: Dividends for the year are distributed in the following year. Distribution of 2020 earnings is an estimate and has not yet been approved by the Annual General Meeting.

Note 3: Price / earnings ratio = average market price / adjusted earnings per share Note 4: Price / dividend ratio = average market price / cash dividends per share Note 5: Cash dividend yield rate = cash dividends per share / average market price

107

VI. Dividend Policy and Implementation Status

(I) Dividend Policy

Whenever there are profits of the Company, it shall be used to pay all outstanding taxes, recover the Company’s accumulated losses, and set aside 10% thereof in a legal reserve. Thereafter, the remaining profit, if any, after set aside a special reserve or reserves for certain undistributed earnings for business purposes, shall collectively with any undistributed surplus earnings from previous fiscal years, be included in a surplus earning distribution plan submitted by the Board of Directors for approval at an Annual Shareholders’ Meeting.

The Company belongs to a high-technology and capital intensive industry and its operations are still experiencing significant growth. To accommodate the long-term financial projection of the Company, the Company adopts the policy that dividends shall be distributed appropriately in accordance with the Company's budget of capital expenditures. In principle, the stock dividends distributed by the Company shall not exceed 50% of the total distributable dividends of that year.

The Company will strive to maintain a stable dividend policy, and mainly dividends will be distributed by cash. The target of our dividend policy is around 45%~55% of the earnings of each fiscal year.

(II) Current Proposal to Distribute Profits

The Board meeting on February 26, 2021 proposed the distribution of NT$4.0 billion in cash dividends. The dividends distribution proposal will be resolved at Annual General Meeting on May 27, 2021, and will be handled according to related regulations. If the total number of outstanding shares increases as the transfer of treasury shares or exercise of the employee stock options. It is proposed that the Board of Directors be authorized to adjust the final cash dividend per share accordingly.

(III) Expect material change in dividend policy: N/A

  • VII. The effects of the stock dividends proposed by the shareholders' meeting on the Company's business performances and earnings per share: N/A.

  • (We did not release any financial forecasts).

VIII. Remuneration of employees and directors

  • (I) The percentages or ranges of employees, director’s compensation as stated in the Company's Articles of Incorporation:

The Company shall appropriate 1% to 12% for employees’ compensation from its profit, if any, before tax. However, the Company’s accumulated losses shall have been covered.

108

The Company may have the profit distributable as employees’ compensation distributed in the form of shares or in cash, and the qualification requirements of employees, including the employees of subsidiaries of the Company meeting certain specific requirements, entitled to receive compensation shall be determined by the Board of Directors.

Remuneration to employees are decided in accordance with Article 235 of the Company Act.

  • (II) The accounting treatment of the discrepancy between the actual distributed amount and the estimated figure for the current period:

The bases for estimating the amount of employee and director remuneration are based on relevant laws, the Company’s Article of Incorporation, and past experience. The difference, if any, between actual distribution and estimated amount will be included in the profit or loss in the following fiscal year based on relevant accounting principles.

  • (III) Distribution of Compensation Approved by the Board of Directors:

The Board Meeting on February 26, 2021 approved:

  1. Employee remuneration in the amount of NT$600,000,000 will be distributed in cash and is consistent with the estimated amount.

  2. Share amount of employees’ stock compensation is 0, percentage of the share amount to that of all stock dividends are 0%.

  3. (IV) Distribution of Employee and Director compensation in the past year (including the number of shares, amount and stock price); the difference (when present) between the recognized compensation of employees and directors, the reasons, and the handling situation shall be stated

Amount approved in the Board meeting on February 26, 2020 and the amount distributed:

  1. Employee remuneration in the amount of NT$800,000,000 was distributed in cash.

  2. Actual share amount of employees’ stock compensation is 0, percentage of the share amount to that of all stock dividends are 0%.

  3. The above-listed amount of employee remuneration was consistent with the estimated amount approved by the Board of Directors.

109

IX. Repurchase of Common Stock

(I) Exercised Items:

epurchase of Common Stock
(I) Exercised Items:
epurchase of Common Stock
(I) Exercised Items:
epurchase of Common Stock
(I) Exercised Items:
March 29, 2021
Phase of repurchase 1st meeting in 2018 2nd meeting in 2018
Date of Board resolution November 12, 2018
Purpose of repurchase Transferred to employees Safeguard the Company's
credit and shareholders'
rights and interests
Expected repurchase period November 13-28, 2018 November 29, 2018 to
January11,2019
Expected price interval of stock
repurchase

NT$38-79
Expected type and quantity of
repurchased shares

20,000,000 common shares
100,000,000 common shares
Type and quantity of actually
repurchased shares

20,000,000 common shares
50,136,000 common shares
Average price of repurchased
shares (including transaction
fees)
NT$57.35 NT$53.17
Quantity of actually repurchased
shares to expected(%)
100% 50.14%
Amount of repurchased shares
(includingtransaction fees)
NT$1,146,932,497 NT$2,665,620,924
Number of shares canceled and
transferred
Transferred 7,902,000 shares 50,136,000 shares
Accumulated quantity of NTC
shares held

12,098,000 shares
Accumulated quantity of NTC
shares held to total outstanding
shares(%) (Note)
0.39%
Reason for incomplete share
repurchase after the repurchase
period expired
We did not complete the
share repurchase to protect
shareholders' interests and
due to considerations for
market mechanisms.

Note: Calculated using 3,097,011,894 outstanding shares (in which change of registration has not been completed for 577,000 shares in employee stock options).

(II) Exercising Items: None

110

X. Corporate bond issuance status: None

XI. Status of Preferred Stock: None

XII.Issuance of Global Depositary Receipts: None

111

XIII. Status of Employee Stock Options Plan

(I) Issuance of Employee Stock Options

March 29, 2021

March 29, 2021
ESOP granted 2015-1 2015-2
Approval date by the
securities &futures bureau
August 24, 2015 August 24, 2015
Issue (grant) date May 10, 2016 August 11, 2016
Number of options granted 97,500 units 2,500 units
Percentage of shares
exercisable
to outstanding common
shares (Note)
3.15% 0.08%
Option duration 8 years 8 years
Source of option shares Issuing new common shares Issuing new common shares
Vesting schedule
(%)
Upon 2 years from the issue date, available subscription
ratio for exercising: 50%
(accumulated)
Upon 3 years from the issue date, available subscription
ratio for exercising: 75%
(accumulated)
Upon 4 years from the issue date, available subscription
ratioforexercising:100%
(accumulated)
Shares exercised 85,947,000 shares 1,583,000 shares
Value of shares exercised NT$2,795,807,000 NT$50,894,100
Shares unexercised 11,553 Unit 917 Unit
Exercise price per share NT$28.5 NT$29.6
Percentage of shares
unexercised to outstanding
common shares
(%)(Note)
0.37% 0.03%
Impact to shareholders'
equity
This will attract and retain
technology and specialized
talent required by the
company, encourage
employees and strengthen
their sense of belonging,
and maximize profits for
shareholders. Dilution to
shareholders' equity is
3.15%.
This will attract and retain
technology and specialized
talent required by the
company, encourage
employees and strengthen
their sense of belonging,
and maximize profits for
shareholders. Dilution to
shareholders' equity is
0.08%.

Note: Calculated using 3,097,011,894 outstanding shares (in which change of registration has not been completed for 577,000 shares in employee stock options).

112

March 29, 2021

(II) Employee stock options granted to management team and to top 10 employees:

113 Title Name Number
of
Options
Granted
% of
shares
exercisable
to
outstanding
common
shares
Shares exercised Shares exercised Shares unexercised
(Note)
Shares unexercised
(Note)
Shares
Exercised
Exercise
Price Per
Share
Value of
Shares
Exercised

% of shares
exercised to
outstanding
common
shares



Shares
Exercised
Exercise
Price Per
Share
Value of
Shares
Exercised
% of shares
exercised to
outstanding
common
shares
Managerial Officers President
Executive Vice
President
Vice President
Vice President
Vice President
Assistant Vice
President
Assistant Vice
President
Assistant Vice
President
Assistant Vice
President
Assistant Vice
President
Assistant Vice
President
Finance Officer
and Corporate
Governance
Supervisor
Accounting
Officer

Pei-Ing Lee
Lin-Chin Su
Joseph Wu
Rex Chuang
Yau-Ming Chen
Wesley Chang
Chi-Meng Su
Mark Mao
Jeff J.P. Lin
Rex Chen
Chuan-Jen Chang
Philip Jao
Hung-Chi Kuo
5,490,000
shares
0.1773% 4,078,000
shares
NT$28.5 NT$128,655,800 0.1317% 1,412,000
shares
NT$28.5 NT$40,242,000 0.0456%

Note: Number of unexercised shares and amount as of March 29, 2021.

March 29, 2021

March 29, 2021 March 29, 2021 March 29, 2021 March 29, 2021
Title Name Number
of
Options
Granted
% of
shares
exercisable
to
outstanding
common
shares
Shares exercised Shares unexercised (Note 2)
Shares
Exercised

Exercise
Price Per
Share
Value of
Shares
Exercised
% of shares
exercised to
outstanding
common
shares
Shares
Exercised

Exercise
Price
Per
Share

Value of
Shares
Exercised
% of shares
exercised to
outstanding
common
shares
Employees Executive
Administrator
Senior Director
Senior Director
Director
Director
Director
Director
Director
Director
Deputy
Director
Executive
Engineer


Wooder Yang
Yao-Hsiung
Kung
Hsu-Cheng
Fan
Dong-Liung
Yang
Wen-Hao
Chang
Peter Chen
Eric Chuang
Carver Liu
Chiang-Lin
Shih
Benjamin
Huang
Yen-Nan Chang
(Note 1)

1,950,000
shares
0.0630% 1,907,000
shares

NT$28.5
NT$61,930,000 0.0616% 43,000
shares
NT$28.5
NT$1,225,500
0.0014%

Note 1: Executive Engineer Yen-Nan Chang retired from February 18, 2021. Note 2: Number of unexercised shares and amount as of March 29, 2021

XIV. Status of new shares issuance in connection with mergers and acquisitions: None

XV.Financing plans and implementation-cash funding application: None

E. Operations overview

I. Business content

  • (I) Business scope

NTC is focused on becoming a key supplier in the global memory market with outstanding product research and development capabilities and competitive production cost advantage. We are committed to providing high quality and advanced memory products and services.

Our main product lineup:

  1. DRAM chips

  2. (1) DDR2 DRAM

    • Capacity: 512 Mb、1Gb

    • Speed: 800 Mb/s、1066 Mb/s

  3. (2) DDR3 DRAM

    • Capacity: 1Gb、2Gb、4Gb

    • Speed: 1600 Mb/s、1866 Mb/s、2133 Mb/s

  4. (3) DDR4 DRAM

    • Capacity: 4Gb、8Gb

    • Speed: 2667 Mb/s、2933Mb/s、3200 Mb/s

  5. (4) LPDDR

    • Capacity: 512Mb、1Gb

    • Speed: 333 Mb/s、400 Mb/s

  6. (5) LPDDR2

    • Capacity: 1Gb、2Gb、4Gb

    • Speed: 1066 Mb/s

(6) LPDDR3

  • Capacity: 4Gb 8Gb

  • Speed: 1866 Mb/s 2133 Mb/s

  • (7) LPDDR4/4X

  • Capacity: 2Gb、4Gb、8Gb

  • Speed: 3200 Mb/s、3733 Mb/s、4267 Mb/s

  • Wafer production services

In response to meeting market demand in the future, NTC continue to develop products toward higher speed and lower power consumption. Our business strategy focuses on the applications of consumer electronic, mobile devices and servers, and we offer a comprehensive product lineup for meeting market demand on low, medium and high capacity products. Our product portfolio includes 512Mb/1Gb DDR2, 1Gb/2Gb/4Gb DDR3, 4Gb/8Gb DDR4, 512Mb/1Gb LPDDR, 1Gb/2Gb/4Gb LPDDR2, 4Gb/8Gb LPDDR3, and 2Gb/4Gb/8Gb LPDDR4/4X.

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  1. Plans of developing new products and services

We already completed a pilot production line for the 1A process, and will continue to dedicate our efforts to product trial runs and yield improvement this year. We expect to submit our lead product, a 8Gb DDR4, to customers for qualification and begin small-scale production in the second half of this year. We are currently designing and developing the second next generation DDR5 and expect to begin a pilot run in the second half of this year. The development of 1B process technology and products will be accelerated this year, and a trial run of the first products is expected for the third quarter of this year.

This year we will continue to optimize our 20nm product portfolio. Besides obtaining more qualifications from server and PC OEM customers with our 3200 Mbps DDR4 to increase sales volume, we will also accelerate the promotion of 20nm low-power products. Our highest specification product, LPDDR4X 4267 Mbps, is currently in the qualification process, and future target markets include portable products, automobiles, and industrial applications, effectively increasing product value and sales flexibility.

(II) Industry Overview

  1. DRAM industry current status and development

The global DRAM market is an oligopoly dominated by major manufacturers, and rational investments that prioritize profitability are expected for industry supply. Capacity expansion is expected to be rational and disciplined. The conversion of advanced processes is much more difficult than before, and annual bit growth has slowed down. We will continue to focuses on consumer electronics and automobile markets in 2020, and will expand into server and lower power product markets.

End applications of DRAM have expanded from being concentrated in PC related applications to a wide range of applications, in which smartphones are the largest market segment and servers/data centers are the fastest growing market segment due to the rapid growth of cloud applications. Once commercial operations of 5G and artificial intelligence applications begin, self-driving cars, edge computing, and a variety of emerging applications are expected to inject new energy into the market.

  1. Up-, mid-, and downstream DRAM industry supply chain

IC industry (including DRAM) is categorized as IC design, mask making/wafer material in upstream area, IC production in midstream area, IC packing and testing in downstream area. The whole industry system is illustrated as below table. Our operations involve upstream DRAM design and midstream DRAM manufacturing.

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Upstream
NTC
IC design
Mask Production
Wafer Materials
Upstream
NTC
IC design
Mask Production
Wafer Materials
Upstream
NTC
IC design
Mask Production
Wafer Materials
Midstream Downstream Downstream
NTC
IC design
NTC IC Testing
IC Manufacturing IC Packaging
Wafer Materials
  1. Product Development Trends

  2. (1) The main application trends:

    • A. Mobile Devices

      • (a) Global smartphone shipments in the year of 2020 declined drastically due to the COVID-19 pandemic. The demands are expected to resume growth in the year of 2021.

      • (b) The mainstream of DRAM content per mobile device on the market still remains 6-8GB. The content of iPhone also increases to 6GB.

    • B. Servers

      • (a) Digital transformation stimulates the mid- to long-term demand growth of cloud computing. Expect the demands for server from Hyperscale data center continue to grow steadily in the year of 2021. In addition, the demand of edge computing emerges as the new driving force of sever market, and will evolve and develop with the deployment of 5G infrastructure.

      • (b) DRAM demands rise from inventory replenishment and release of new processors. DRAM content per server gradally increases with the time being.

    • C. Personal Computers

Remote business drove sales boom in notebook in the year of 2020. Expect the notebook shipment will continue to hike in the year of 2021.

D. Consumer Electronics

Sales for consumer electronics such as new game console, TV, smart watch, networking, video and monitoring system, automotive and industrial devices are expected to have stable growth in the year of 2021.

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(2) Performance requirements

A. High Density:

Following the arrival of the 10nm process era, 12Gb/6Gb will gradually become the mainstream product capacity, with applications in smartphones, servers, PCs. It is expected that the top three DRAM makers will continue to improve the yield and increase the ratio of 1Y/1Znm process, and increase the production.

B. High Speed:

DRAM specifications have increased in response to the increasing ratio of video/graphic content in data transmission. The highest speed DDR4 can currently reach is DDR4-3200 Mb/s; LPDDR4 and LPDDR5 can reach speeds of up to 4267Mb/s and 6400Mb/s, respectively.

C. Low Power Consumption:

As the threat of global warming is escalating, low voltage and low power features are key requirements for smart phones, servers, PCs, consumer electronics and automotive devices.

D. Function Requirements:

  • (a) High data transmission rate and broadband:

The high data transmission rate provided by DDR4 has made it the mainstream specification of servers and personal computers, while LPDDR4X and LPDDR5, which are characterized by high bandwidth and lower power, are widely adopted in smartphones.

(b) Diverse package specifications:

In response to diversity of application needs, DRAM package specifications spectrum expanded including module for PC/servers, PoP/eMCP for smart phones, SiP (System in Package) for digital TV, and MCP for Mobile WiFi.

4. Competition situation

The global DRAM market is an oligopoly dominated by major manufacturers, and rational investments that prioritize profitability are expected for industry supply. Capacity expansion is expected to be rational and disciplined. The conversion of advanced processes is much more difficult than before, and annual bit growth has slowed down.

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(III) Technology and R&D Status

1. Development Strategy

To meet the market trends, The Company has been focusing on specialty market development, which includes consumer, low power and server segments. We will provide high speed DDR4 and low power LPDDR4X products on the basis of our 20nm process technology. We will continue to develop DRAM products with advanced 10nm class process technologies to provide comprehensive product lineup for fulfilling the requirements by next-generation electronic devices.

  1. Annual R&D Expenses over the past 5 years (Based on Consolidated Financial Statements Report)
Unit: NT$thousands Unit: NT$thousands
Year 2016 2017 2018 2019 2020
R&D
Expenses
2,478,069 3,673,056 4,887,311 4,926,428 5,137,872
  1. Successfully developed technologies and products

The Company has developed 16Mb, 64Mb, 128Mb, 256Mb, 512Mb, 1Gb, 2Gb and 4Gb DRAM products successfully. DDR4 8Gb DRAM has also been launched to the market. Below are the summaries:

  • (1) Successfully transfer 0.45μm, 0.36μm, and 0.32μm 16Mb DRAM design, manufacturing process, and element analysis from OKI within 2 years from setting up the 1st factory. Quickly achieve high yields in both wafer and finished goods, and immediately adopt computer automated production management.

  • (2) Successfully self-development 0.32μm 5V 16Mb EDO DRAM.

  • (3) Successfully finished design of 4 products, 0.32μm 16Mb SDRAM, 0.28μm 16Mb (2M×8), 0.28μm 64Mb SDRAM and 0.28μm 16Mb SDRAM (1Mb×16), within 2 years. 0.32μm SDRAM and 0.28μm 16Mb SDRAM (1Mb×16) was the main products at that time.

  • (4) Successfully transfer 0.2μm 64Mb and 0.175μm 256Mb DRAM from IBM. Self-develop 128Mb DRAM based on IBM technology platform, quickly introduce to production line and achieve the desired yield.

  • (5) Successfully convert FAB-1 from stack technology process to trench technology process. Successfully convert FAB-2 from 0.20μm technology to 0.175μm technology within 8 months from start-up and achieve the desired yield.

  • (6) Successfully shrink 64Mb and 128Mb DRAM to 0.175μm technology.

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As to the gross dies of 64Mb DRAM can exceed 1,100 ea per 8-inch wafer; it is very cost-competitive.

  • (7) Successfully create the combo design of 0.175μm 128Mb and 256Mb SDR/DDR.

  • (8) Successfully co-develop 0.14μm technology and products with IBM and quickly implement into production line.

  • (9) Successfully design 0.175μm PC333 DDR product. Successfully develop DDR400 with 0.14μm technology product to ensure the leading position in DDR products.

  • (10) Successfully design 0.14μm DDR1 128Mb specialty product and implement into mass production.

  • (11) Successfully design 0.11μm DDR1 256Mb and 512Mb products and implement into mass production.

  • (12) Successfully design 0.11μm DDR2 400, 533, 667 and 800 products and implement into mass production to ensure the leading position in DDR2 products.

  • (13) Successfully design 0.90μm DDR1 512Mb and DDR2 400, 533, 667 and 800 products and implement into mass production to ensure the leading position in DDR2 products.

  • (14) Successfully develop 0.70μm DDR2 512Mb, DDR2 1Gb and DDR3 1Gb products.

  • (15) Converted to 42nm technology in the fourth quarter of 2010. Successfully completed customer certification of 50nm DDR2 1Gb, 50nm DDR3 2Gb, and 42nm DDR3 2Gb and internal certification of 42nm DDR3 4Gb.

  • (16) Successfully began mass production of LPDDR memory products and developed 30nm process for DDR3 2Gb in the second half of 2011.

  • (17) Completed the internal certification of 30nm DDR4 4Gb in the first half of 2012, completed customer certification the same year, and also completed internal certification and customer certification of LPDDR2 512 Mb.

  • (18) In the first half of 2013, finish low power product, LPDDR2 4Gb internal and customer qualification and implement into mass production in Q2 of 2013.

  • (19) In the second half of 2013, completed the internal certification of 30nm DDR4 4Gb. Provided customers with early DDR4 products for

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certification, started developing LPDDR2 1Gb, and began internal certification of LPDDR3 4Gb in the same year.

  • (20) In the first half of 2014, finish the internal and customer qualification of LPDDR3 4Gb. In Q3 of 2014, start LPDDR3 4Gb mass production and trigger 30nm shrink products design to improve the product competitiveness.

  • (21) In second half of 2014, finish 30nm shrink product development and implement to mass production, including 4Gb DDR3 and 1Gb LPDDR2.

  • (22) In first half of 2015, finish 30nm shrink product development and implement to mass production, including 1/2/4Gb DDR3 consumer products. In the second half of 2015, finish 30nm 4Gb DDR4 product development and start to mass production. Finish internal qualification for 30nm shrink mobile products, including 2Gb LPDDR2 and 4Gb LPDDR3 in Q4 of 2015.

  • (23) In the second half of 2016, completed internal certification, customer certification, and mass production of 30nm 512Mb DDR2 consumer shrink products.

  • (24) In the first half of 2017, finish 20nm 4Gb DDR3 consumer product qualification and implement to mass production.

  • (25) In Q4 of 2017, finish 20nm 8Gb DDR4 product development, qualification and implement to mass production.

  • (26) In Q3 of 2018, completed internal certification, customer certification, and mass production of 20nm 4Gb DDR3 consumer products.

  • (27) Completed internal certification and mass production of 20nm 4Gb LPDDR4 in Q1 of 2019 and 8Gb LPDDR4 in Q2 of 2019.

  • (28) In Q3 of 2019, completed internal certification and mass production of 20nm 8Gb LPDDR4X.

  • (29) In Q1 of 2020, completed internal certification and mass production of 20nm 2Gb LPDDR4/X.

  • (IV) Long-Term and Short-Term Sales Development Plan

  • Short-Term Sales Development Plan

    • (1) Optimize the 20nm product portfolio and expand the 8Gb DDR4 promotion.

    • (2) Complete the validation at server manufacturers and first tier data center providers for bigger pie in server DRAM markets.

    • (3) Enlarge customer base and shipment of 20nm-based products including 4Gb/ 8Gb LPDDR3, 2Gb/ 4Gb/ 8Gb LPDDR4/ 4X. Intensify focus on

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better penetration into sub-segments like smart phone, wearables, smart speakers, portable devices and enterprise SSD.

  2. Long-Term Sales Development Plan

     - (1) Continue the migration to advanced process nodes, and provide more product mix to meet customers’ demand for different density budget.

     - (2) Prioritize consumer, mobile and server markets as the major market domain.

     - (3) Extend services to versatile packages from DRAM discrete, KGD (known good die), and MCP (multi-chip packages). Additional, offer automotive/ industrial grade products and customization services to add NTC’s product values and to strengthen competitiveness to its peers.
  • II. Market Status and the Overview of Sales and Production

  • (I) Market Status

    1. Sales Regions

The Company has a worldwide customer base. To provide the fast and real time service, we set up a global sales network which includes the U.S., Europe, Japan, China and Taiwan. We will continue expanding the customer groups in all sale regions, and the revenues from all regions will keep growing due to diversifying market applications and customization of products.

  1. Market Share

The global market's main DRAM suppliers include Samsung, SK hynix, Micron, and Nanya Technology Corporation. In 2020, The Company was ranked number 4 with 3% market share.

==> picture [264 x 217] intentionally omitted <==

Source: DRAMeXchange, NTC

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3. DRAM Market Outlook

Steady growth in DRAM demand: DRAM is a key component in all smart electronic products, and smartphones and servers/data centers are currently the main fields of application. The future development of 5G and AI, as well as smart consumer electronics products, will continue drive diverse applications of DRAM and also increase DRAM usage. The shipment of 5G phones will increase each year along with more DRAM content. Networking and edge computing required by 5G base stations around the world will also increase DRAM usage. Servers/data centers will have even greater demand for DRAM to meet the high-bandwidth, lowlatency, and big-data requirements of 5G and AI. Demand from laptops, tablet PCs, TVs, and SSD will remain strong due to the development of work from home, distance learning, and smart homes. Furthermore, smart products such as self-driving cars, gaming consoles, smart cameras, smart wearable devices, and smart robots will continue to sustain demand.

Growth on the DRAM supply side will remain stable and maintain a balance between supply and demand: based on production capacity and capital expenditure plans announced by the three major DRAM suppliers, major companies have been conservative in increasing production capacity and capital expenditures over the past two years, so supply-side growth in 2021 will mainly rely on process transition, and bit supply growth is expected to be limited. Furthermore, according to analysis of research institutes, the scale of mass production by the Chinese DRAM maker will not affect the overall balance of supply and demand in the market.

Based on the above, bit supply growth by suppliers will be limited this year, while demand will see higher growth due to the development of 5G smartphones and data centers. Hence, the overall DRAM industry is expected to see healthy development.

4. Competitive Niche

There are diversified applications and many product specs in the DRAM market, and our company is identified as a key supplier in the global memory market.

  1. Favorable and Unfavorable Factors Affecting Our Development

  2. (1) Favorable Factors

    • A. DRAM market structure already becames an oligopoly. The market is expected to remain steady and disciplined.

    • B. Focus on consumer and low power niche markets, and continue to expand market shares in automotive, networking, customized

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segments which require long-term and stable supply.

     - C. Develop and offer customers our complete product lines with advanced 20nm and our proprietary 10nm class technology.

     - D. With the strong support from Formosa Group, and its strict production management system, strictly control quality, cost and delivery time.

  - (2)  Unfavorable Factors

     - A. The difficulties of develop DRAM advanced technology are high and the investment amount become huge.

     - B. The market applications are diversified and new applications are introduced at any time.

     - C. Threats from new comers, no impact in the near term, but need to monitor their development longer term.

  - (3)  Response Measures

     - A. Develop 10nm class technology to remain competitive.

     - B. Develop high density products and focus on the server market.

     - C. With a high-quality customer service, we have established a close strategic alliance with our chip vendors and customers to jointly develop new generations of consumer electronics products and to meet diverse needs.

     - D. To deeply root in consumer and low-power application markets, and develop automotive, networking, industrial niche market segments which require long-term and stable supply.

     - E. Collect market information, stay up-to-date on customer trends, and flexibly adjust product portfolio to maintain steady operations.
  • (II) Key Applications of Primary Products and the Production Process

  • Important Applications of Primary Products

NTC’s primary products are DRAM (Dynamic Random Access Memory) and other memory products. DRAM products are used to store the data while data processing and have a wide range of applications, such as mobile phones, servers, PC, consumer electronics and automotive applications.

  1. Production Process

The production of integrated circuits can divide into three stages: making the silicon wafers, making the integrated circuits, and packing the

125

integrated circuits. Nanya focuses making of integrated circuits. The process, which takes approximately one to two months from start to finish, is very complicated and basically comprised several hundreds of different steps. The circuits are printed on the wafer using layers of masks by repeating processes including lithography, etching, oxidation, ion implantation, and thin film several timers. Then, the wafers are sent to the testing area to verify the functions of each IC. Th wafer is then sent to the packaging house for packaging and testing.

(III) Supply of Raw Materials

Raw materials include silicon wafers and chemicals such as photoresist, special gases, and abrasives, and they are provided by the world’s leading semiconductor material suppliers from Japan, the U.S. and Taiwan who guarantee quality and stable supply. To diversify the risk of material supply, the Company has alternative solution to ensure the supply chain will not be interrupted by accidents.

We organize "open bids" through the procurement system of Formosa Technology E-Market Place, and provide vendors with online inquiry, quotation, negotiation, purchase order, delivery, and payment progress inquiry functions. All information is encrypted via electronic certificates and protected by a firewall to ensure the safety of all data being transferred. After the computer opens all bids for a request for quotation, the vendor that bids the lowest price with a delivery time and quality that meet requirements will be given priority.

We implement comprehensive supplier management and assessment to achieve stable material quality and delivery, and also ensure the quality and progress of construction. All suppliers are assessed and graded when they register, and any late delivery (construction), poor quality, or violation of labor safety by suppliers are automatically included in their assessment records. This eliminates lower grade suppliers and maintains long-term relationships with good suppliers.

We combine the ERP computer management system that we have perfected over the years with our quantified, open, and transparent online procurement mechanism to create a high quality, safe, convenient, and fast electronic trading environment. We have expanded to other vertical and horizontal industries to share the "Formosa Plastics Experience" with all enterprises in an electronic era. At present, our supply chain consists of over 10,000 suppliers and contractors who share the business opportunities and economic benefits of open transactions on this electronic transaction platform.

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(IV) Suppliers/Customers Accounted for at Least 10% of Annual Procurement/Sales

1. Major Customers for the Last Two Years

Unit: NT$ thousands; %

Unit: NT$ thousands; % Unit: NT$ thousands; % Unit: NT$ thousands; % Unit: NT$ thousands; %
Item 2019 2020
Company
Name
Amount Proportion of
total net sales
value for the
entire year
(%)
Relations
hip with
issuer
Company
Name
Amount Proportion of
total net sales
value for the
entire year
(%)
Relations
hip with
issuer
1 KINGSTON 8,263,500
16.0

N/A
KINGSTON 7,339,958
12.0

N/A
2 Huawei 6,268,808
10.3

N/A
Other 43,463,958
84.0
Other 47,396,748
77.7
Net sales 51,727,458
100.0
Net sales 61,005,514
100.0
Analysis of Changes in the Most Recent Two Years: The Company continued to strengthen the sales of consumer,
low power and datacenter applications,anditsannualgrowth rate ofsaleshadincreasedin 2020.

2. Major Suppliers for the Last Two Years

Unit: NT$ thousands; %

Unit: NT$ thousands; % Unit: NT$ thousands; % Unit: NT$ thousands; % Unit: NT$ thousands; % Unit: NT$ thousands; %
Item
2019
2020
Company
Name
Amount
As a
percentage of
net purchase
ratio (%)
Relations
hip with
issuer
Company
Name
Amount
As a
percentage of
net purchase
ratio (%)
Relations
hip with
issuer
1
FORMOSA
SUMCO
Technology
Corp.
1,199,180
9.8Interested
party



Other
11,051,244
90.2
Other
11,979,906 100.0
Net purchase 12,250,424
100.00
Net purchase
11,979,906 100.0
Analysis of Changes in the Most Recent Two Years: The Company continued to adjust the ratio of supply to
diversifythe risk ofpurchase in 2020.
2019 2020

Company
Name
Amount As a
percentage of
net purchase
ratio (%)
Relations
hip with
issuer
Company
Name
Amount As a
percentage of
net purchase
ratio (%)
Relations
hip with
issuer
FORMOSA
SUMCO
Technology
Corp.
1,199,180 9.8 Interested
party
Other 11,051,244 90.2 Other 11,979,906 100.0
Net purchase 12,250,424 100.00 Net purchase 11,979,906 100.0

(V) Production over the Last Two Years

Unit: NT$ thousands; Thousands pcs

Unit: NT$ thousands; Thousands pcs Unit: NT$ thousands; Thousands pcs Unit: NT$ thousands; Thousands pcs
Year
Output
Products

2019
2020

Production
capacity
(Note)
Output
volume
Amount Production
capacity
(Note)
Output
volume
Amount
Memory 840,000
waferpcs/year


1,302,161
58,512,323
840,000
waferpcs/year


1,357,648
56,901,331
Total shares
58,512,323

56,901,331

Note: Production capacity refers to total output.

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(VI) Shipments over the Last Two Years

Unit: NT$ thousands; Thousands pcs

Unit: NT$ thousands; Thousands pcs Unit: NT$ thousands; Thousands pcs Unit: NT$ thousands; Thousands pcs Unit: NT$ thousands; Thousands pcs
Year
Sales
Main Products
2019 2020
Domestic sales Export Domestic sales Export
Quantity Amount Quantity Amount Quantity Amount Quantity Amount
Memory 347,273 13,805,032 794,392 37,712,082 397,501 14,077,071 1,048,926 46,789,249
Other
209,231


1,113

138,130 1,064
Total shares 14,014,263
37,713,195
14,215,201 46,790,313

III. Number of employees, average years of service, average age, and distribution of academic qualifications in the most recent two years up to the date of annual report publication

Unit: Persons

report publication Unit: Persons
Year 2019 2020 As of March 31, 2021
Number of
employees
(Persons)
Indirect labor 2,070 2,006 2,011
R&D staff 639 922 909
Direct labor 598 614 599
Total shares 3,307 3,542 3,519
average age 37.27 37.41 37.68
average seniority 9.96 10.09 10.32
Academic
qualification(%)
Ph.D 0.91 1.02 1.05
Master 35.35 37.61 37.62
Bachelor 56.06 54.54 54.45
higher School 7.65 6.80 6.85
Under high school 0.03 0.03 0.03

IV. Environmental Expenses Information

We introduced the environmental accounting system in 2008 and the environmental benefits accounting system in 2009; the systems were formally implemented in 2010. The environmental accounting system allows us to monitor environmental expenditure information, evaluate the benefits from environmental expenditures, and concretely and correctly disclosure our environmental protection measures to stakeholders. Statistics are compiled for each category of environmental protection expenditures according to the rules established by the Environmental Protection Administration, and are used for internal management, so that the public will understand the environmental protection efforts of enterprises. Statistics show that environmental capital

128

expenditures in 2020 totaled NT$154,289K, and environmental expenses was NT$667,850K, amounting to NT$822,139K. Environmental expenses accounted for 1.35% of our 2020 consolidated revenue of NT$61.0 billion.

NTC is committed to promoting environmental protection management, formulating environmental and safety performance indicators, promoting various waste reduction and resource reuse, greenhouse gas reduction and other projects, in order to comply with the trend of global environmental protection. NTC environmental protection certificate management, testing contents, and reporting items were all handled according to the laws. There was no violation of environmental protection regulations in 2020.

  • V. Labor Relations

  • (I) The Company's employee benefits, continuing education, training, retirement system, and actual state of implementation, as well as labor-management negotiations and measures for employee rights protection:

    1. Employee Welfare Measures: We have convenience stores, coffee shops, health care center, gym, basketball and badminton court. In addition, we provide employee dormitory for single personnel; Shuttle bus services are available in several routes. The Employee Welfare Committee plans several activities and provides employees with a gift coupon on the Dragon Boat Festival, Moon Festival, and Birthday.

    2. Training and Development: In order to maintain NTC’s development strategy and employee’s demand of self-development, we provide a series of complete training courses and advanced studies, including new employee training, helping them adapt to company’s environment and culture quickly. We systematically provide employees with courses that teach the professional knowledge, skills, and attitudes required for their duties. NTC also plans on-the-job training, professional training, leading and management training. Besides, we also cooperate with well-known universities to set up further study programs, satisfying employee’s self-development demand. We will keep going to offer multiple resources and enhance our demand of employee’s competitive in global.

    3. Retirement Plan and Its Practices: To keep employee’s mind on his work and make his retirement life with good quality, NTC has established a Retirement Plan according to Regulations Governing the Retirement of the Factory Workers of Taiwan

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Province, Labor Standards Act, and Labor Retirement Pension. For those choosing the old pension fund system, the Company has deposit 2% monthly salary to a special retirement Account of Bank of Taiwan. It has been supervised by NTC Worker Retirement Fund Supervisory Committee. For the others choosing the new pension fund system, the Company contributes 6% monthly salary to employee’s individual retirement account in accordance with Monthly Contribution Wages Classification of Labor Pension. Employees are eligible to contribute more amounts voluntarily, and the amount will be deposit into his retirement account also. The execution of the Pension Plan is in good condition.

  • 4.The Company has diverse, open and transparent communication channels in place to maintain harmonic employment relation, facilitate labor-management collaboration and improve workers' benefits. These communication channels not only enable employees to express opinions on various issues concerning health, safety, benefits and basic work conditions, but also allow the Company to take initiative in learning employees' thoughts and address problems in a timely manner. Employees can report any illegal conduct through the employee protection and complaint mailbox and hotline, and the whistleblower mailbox and hotline; employees can express their opinions on the Company's regulations and systems to the Human Resources Department. Employees are entitled to communicate openly and thoroughly with the management about work-related or personal affairs, terms of employment, salary, benefits and personal opinions.

  • 5.NTC has good relationship between employee and management team so far.

  • (II) Case of Labor Management Conflict which results in any losses at the moment or in the future and disclosure of estimated amount and applicable solutions as of the most recent fiscal years, and during the current fiscal year up to the date of printing of the Annual Report:

  • NTC complies with local labor laws and protects employees' basic work

  • rights and employee benefits. Stay up-to-date on amendments to labor laws and regulations, review the appropriateness of the Company's internal management regulations, and revise relevant regulations to implement the compliance system. We have adopted self-inspection and risk prevention concepts to protect labor rights and improve the work environment, which lowers the probability of labor-management disputes. There were no administrative fines imposed by the competent authority of labor in 2020 as a result of our efforts.

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VI. Material Contracts

Agreements Party Term Summary Restriction Clause
Service Agreement Inotera Memory Inc.
(Renamed
Micron
Memory
Taiwan,
MMT)


From July 15, 2003,
until certain
termination terms
Service provision N/A
Amended
and
Restated Technology
Transfer and License
Agreement



Micron Technology
Inc.

From November 26,
2008, until certain
termination terms or
mutual termination
Technology
transfer
and
license

N/A
Technology Transfer
and License Option
Agreement for 20nm
Process Node



Micron Technology
Inc.

From January 1,
2013, until certain
termination terms or
mutual termination
Technology
transfer
and
license

N/A

131

F. Financial Overview

I. Five-Year Financial Summary

  • (I) Condensed Statements of Financial Position and Comprehensive Income by – by IFRSs

1. Condensed 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)
2020 2019 2018 2017 2016
Current assets 76,744,601
72,862,627

82,386,911

62,406,327

25,211,686
Property,
plant
and
equipment
79,728,620
85,530,112

95,358,992

86,241,880

67,917,337
intangible assets 1,258,380
296,710

45,881

136,550

272,185
Other assets 7,900,379
6,411,203

4,794,029

1,994,545

43,575,934
Total assets 165,631,980
165,100,652

182,585,813

150,779,302

136,977,142
Current
liabilities
Before Dist. 8,778,672
12,271,542

16,763,342

14,703,104

33,709,907
After Dist. Note 2
16,871,542

38,463,342

25,582,392

37,831,724
Non-current liabilities 3,041,281
817,557

915,173

3,961,010

17,622,088
Total
Liabilities
Before Dist. 11,819,953
13,089,099

17,678,515

18,664,114

51,331,995
After Dist. Note 2
17,689,099

39,378,515

29,543,402

55,453,812
Equity
attributable
to
owners of the parent
153,812,027
152,011,553

164,907,298

131,999,865

85,542,818
Common stock 30,935,939
30,733,649

31,032,389

29,863,340

27,485,658
Advance receipts for share
capital
36,264
3,475

6,488

-

-
Capital surplus 32,451,689
32,005,339

33,557,005

27,277,191

11,523,007
Retained
earnings
Before Dist. 94,546,574
91,457,122

103,367,925

74,898,497

39,092,585
After Dist. Note 2
86,857,122

81,667,925

64,019,209

34,970,768
Other equity (3,011,507)
(1,041,100)

(273,834)

(39,163)

7,789,101
Treasury stock (1,146,932)
(1,146,932)

(2,782,675)

-

(347,533)
Non-controlling interest -
-

-

115,323

102,329
Total equity Before Dist. 153,812,027
152,011,553

164,907,298

132,115,188

85,645,147
After Dist. Note 2
147,411,553

143,207,298

121,235,900

81,523,330

Note 1: The Financial Statements from the past five years have been audited by KPMG.

Note 2: The proposed distribution of 2020 earnings has yet not been approved by the Annual General Meeting.

132

2. Condensed statement of comprehensive income

Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
Year
Item
Five-Year Financial Summary
(Note)
2020 2019 2018 2017 2016
Operating revenues 61,005,514
51,727,458

84,721,804

54,918,224

41,632,505
Gross profit 15,691,578
16,494,087

46,616,003

24,644,147

12,851,093
Operating income 8,434,474
9,516,820

39,355,470

18,791,300

8,552,235
Non-operating income and
expenses
556,743
1,708,462

2,228,867

23,039,231

17,173,495
Income before income tax 8,991,217
11,225,282

41,584,337

41,830,531

25,725,730
Profit
from
Continuing
Operation

7,686,041

9,824,599

39,360,850

40,294,624

23,728,585
Income
(Loss)
from
Discontinued Operation
Net income (Loss) 7,686,041
9,824,599

39,360,850

40,294,624

23,728,585
Other
comprehensive
income of the term
(Net income after tax)
(1,966,996)
(802,668)

(247,580)

(7,897,606)

7,871,871
Total
comprehensive
income
5,719,045
9,021,931

39,113,270

32,397,018

31,600,456
Net Income attributable to
owners of theparent

7,686,041

9,824,599

39,361,625

40,281,927

23,721,277
Net income attributable to
non-controllinginterests

(775)
12,697

7,308
Total
comprehensive
income attributable to
owners of theparent
5,719,045
9,021,931

39,114,045

32,384,321

31,593,148
Total
comprehensive
income attributable to
Non-controllinginterest
(775)
12,697

7,308
Earnings Before
adjustment
2.51
3.23

12.8

14.36

8.67
per share After
adjustment

Note: The Financial Statements from the past five years have been audited by KPMG.

133

3. Condensed Statements of Financial Position – Stand-alone by IFRSs

Unit: NT$ thousands

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)
2020 2019 2018 2017 2016
Current assets 41,860,123
35,276,840

71,765,971

61,632,067

24,563,252
Property,
plant
and
equipment
79,696,505
85,513,880

95,339,823

86,218,545

67,886,857
intangible assets 1,258,380
296,710

45,881

136,442

272,185
Other assets 42,809,464
44,006,010

36,014,363

2,529,325

43,987,041
Total assets 165,624,472
165,093,440

203,166,038

150,516,379

136,709,335
Current
liabilities
Before Dist. 8,776,884
12,267,524

37,346,075

14,580,862

33,378,569
After Dist. Note 2
16,867,524

59,046,075

25,460,150

37,501,417
Non-current liabilities 3,035,561
814,363

912,665

3,935,652

17,787,948
Total
Liabilities
Before Dist. 11,812,445
13,081,887

38,258,740

18,516,514

51,166,517
After Dist. Note 2
17,681,887

59,958,740

29,395,802

55,289,365
Equity attributable to owners
of the parent
Common stock 30,935,939
30,733,649

31,032,389

29,863,340

27,485,658
Advance receipts for share
capital
36,264
3,475

6,488

-

-
Capital surplus 32,451,689
32,005,339

33,557,005

27,277,191

11,523,007
Retained
earnings
Before Dist. 94,546,574
91,457,122

103,367,925

74,898,497

39,092,585
After Dist. Note 2
86,857,122

81,667,925

64,019,209

34,969,737
Other equity (3,011,507)
(1,041,100)

(273,834)

(39,163)

7,789,101
Treasury stock (1,146,932)
(1,146,932)

(2,782,675)

(347,533)
Non-controlling interest
Total equity Before Dist. 153,812,027
152,011,553

164,907,298

131,999,865

85,542,818
After Dist. Note 2
147,411,553

143,207,298

121,120,577

81,419,970

Note 1: The Financial Statements from the past five years have been audited by KPMG.

Note 2: The proposed distribution of 2020 earnings has yet not been approved by the Annual General Meeting.

134

4. Condensed Balance Sheets and Statements of Operations– Stand-alone by IFRSs
Unit: NT$thousands
Year
Item
Five-Year Financial Summary
(Note)
2020
2019
2018
2017
2016
Operating revenues
60,700,390
51,475,494
84,269,952
54,086,251
41,023,122
Gross profit
15,416,122
16,233,371
46,292,143
24,257,260
12,503,534
Operating income
8,343,289
9,449,910
39,248,107
18,706,036
8,520,796
Non-operating income and
expenses
630,729
1,758,464
2,318,431
23,087,047
17,174,078
Income before income tax
8,974,018
11,208,374
41,566,538
41,793,083
25,694,874
Profit
from
Continuing
Operation
7,686,041
9,824,599
39,361,625
40,281,927
23,721,277
Income
(Loss)
from
Discontinued Operation





Net income (Loss)
7,686,041
9,824,599
39,361,625
40,281,927
23,721,277
Other comprehensive income
of the term
(Net income after tax)
(1,966,996)
(802,668)
(247,580)
(7,897,606)
7,871,871
Total comprehensive income
5,719,045
9,021,931
39,114,045
32,384,321
31,593,148
Net Income attributable to
owners of theparent





Net income attributable to non-
controllinginterests





Total comprehensive income
attributable to owners of the
parent
5,719,045
9,021,931
39,114,045
32,384,321
31,593,148
Total comprehensive income
attributable to
non-controllinginterests





Earnings
per share
(NT$)
Before adjustment
2.51
3.23
12.8
14.36
8.67
After adjustment




4. Condensed Balance Sheets and Statements of Operations– Stand-alone by IFRSs
Unit: NT$thousands
Year
Item
Five-Year Financial Summary
(Note)
2020
2019
2018
2017
2016
Operating revenues
60,700,390
51,475,494
84,269,952
54,086,251
41,023,122
Gross profit
15,416,122
16,233,371
46,292,143
24,257,260
12,503,534
Operating income
8,343,289
9,449,910
39,248,107
18,706,036
8,520,796
Non-operating income and
expenses
630,729
1,758,464
2,318,431
23,087,047
17,174,078
Income before income tax
8,974,018
11,208,374
41,566,538
41,793,083
25,694,874
Profit
from
Continuing
Operation
7,686,041
9,824,599
39,361,625
40,281,927
23,721,277
Income
(Loss)
from
Discontinued Operation





Net income (Loss)
7,686,041
9,824,599
39,361,625
40,281,927
23,721,277
Other comprehensive income
of the term
(Net income after tax)
(1,966,996)
(802,668)
(247,580)
(7,897,606)
7,871,871
Total comprehensive income
5,719,045
9,021,931
39,114,045
32,384,321
31,593,148
Net Income attributable to
owners of theparent





Net income attributable to non-
controllinginterests





Total comprehensive income
attributable to owners of the
parent
5,719,045
9,021,931
39,114,045
32,384,321
31,593,148
Total comprehensive income
attributable to
non-controllinginterests





Earnings
per share
(NT$)
Before adjustment
2.51
3.23
12.8
14.36
8.67
After adjustment




4. Condensed Balance Sheets and Statements of Operations– Stand-alone by IFRSs
Unit: NT$thousands
Year
Item
Five-Year Financial Summary
(Note)
2020
2019
2018
2017
2016
Operating revenues
60,700,390
51,475,494
84,269,952
54,086,251
41,023,122
Gross profit
15,416,122
16,233,371
46,292,143
24,257,260
12,503,534
Operating income
8,343,289
9,449,910
39,248,107
18,706,036
8,520,796
Non-operating income and
expenses
630,729
1,758,464
2,318,431
23,087,047
17,174,078
Income before income tax
8,974,018
11,208,374
41,566,538
41,793,083
25,694,874
Profit
from
Continuing
Operation
7,686,041
9,824,599
39,361,625
40,281,927
23,721,277
Income
(Loss)
from
Discontinued Operation





Net income (Loss)
7,686,041
9,824,599
39,361,625
40,281,927
23,721,277
Other comprehensive income
of the term
(Net income after tax)
(1,966,996)
(802,668)
(247,580)
(7,897,606)
7,871,871
Total comprehensive income
5,719,045
9,021,931
39,114,045
32,384,321
31,593,148
Net Income attributable to
owners of theparent





Net income attributable to non-
controllinginterests





Total comprehensive income
attributable to owners of the
parent
5,719,045
9,021,931
39,114,045
32,384,321
31,593,148
Total comprehensive income
attributable to
non-controllinginterests





Earnings
per share
(NT$)
Before adjustment
2.51
3.23
12.8
14.36
8.67
After adjustment




4. Condensed Balance Sheets and Statements of Operations– Stand-alone by IFRSs
Unit: NT$thousands
Year
Item
Five-Year Financial Summary
(Note)
2020
2019
2018
2017
2016
Operating revenues
60,700,390
51,475,494
84,269,952
54,086,251
41,023,122
Gross profit
15,416,122
16,233,371
46,292,143
24,257,260
12,503,534
Operating income
8,343,289
9,449,910
39,248,107
18,706,036
8,520,796
Non-operating income and
expenses
630,729
1,758,464
2,318,431
23,087,047
17,174,078
Income before income tax
8,974,018
11,208,374
41,566,538
41,793,083
25,694,874
Profit
from
Continuing
Operation
7,686,041
9,824,599
39,361,625
40,281,927
23,721,277
Income
(Loss)
from
Discontinued Operation





Net income (Loss)
7,686,041
9,824,599
39,361,625
40,281,927
23,721,277
Other comprehensive income
of the term
(Net income after tax)
(1,966,996)
(802,668)
(247,580)
(7,897,606)
7,871,871
Total comprehensive income
5,719,045
9,021,931
39,114,045
32,384,321
31,593,148
Net Income attributable to
owners of theparent





Net income attributable to non-
controllinginterests





Total comprehensive income
attributable to owners of the
parent
5,719,045
9,021,931
39,114,045
32,384,321
31,593,148
Total comprehensive income
attributable to
non-controllinginterests





Earnings
per share
(NT$)
Before adjustment
2.51
3.23
12.8
14.36
8.67
After adjustment




4. Condensed Balance Sheets and Statements of Operations– Stand-alone by IFRSs
Unit: NT$thousands
Year
Item
Five-Year Financial Summary
(Note)
2020
2019
2018
2017
2016
Operating revenues
60,700,390
51,475,494
84,269,952
54,086,251
41,023,122
Gross profit
15,416,122
16,233,371
46,292,143
24,257,260
12,503,534
Operating income
8,343,289
9,449,910
39,248,107
18,706,036
8,520,796
Non-operating income and
expenses
630,729
1,758,464
2,318,431
23,087,047
17,174,078
Income before income tax
8,974,018
11,208,374
41,566,538
41,793,083
25,694,874
Profit
from
Continuing
Operation
7,686,041
9,824,599
39,361,625
40,281,927
23,721,277
Income
(Loss)
from
Discontinued Operation





Net income (Loss)
7,686,041
9,824,599
39,361,625
40,281,927
23,721,277
Other comprehensive income
of the term
(Net income after tax)
(1,966,996)
(802,668)
(247,580)
(7,897,606)
7,871,871
Total comprehensive income
5,719,045
9,021,931
39,114,045
32,384,321
31,593,148
Net Income attributable to
owners of theparent





Net income attributable to non-
controllinginterests





Total comprehensive income
attributable to owners of the
parent
5,719,045
9,021,931
39,114,045
32,384,321
31,593,148
Total comprehensive income
attributable to
non-controllinginterests





Earnings
per share
(NT$)
Before adjustment
2.51
3.23
12.8
14.36
8.67
After adjustment




4. Condensed Balance Sheets and Statements of Operations– Stand-alone by IFRSs
Unit: NT$thousands
Year
Item
Five-Year Financial Summary
(Note)
2020
2019
2018
2017
2016
Operating revenues
60,700,390
51,475,494
84,269,952
54,086,251
41,023,122
Gross profit
15,416,122
16,233,371
46,292,143
24,257,260
12,503,534
Operating income
8,343,289
9,449,910
39,248,107
18,706,036
8,520,796
Non-operating income and
expenses
630,729
1,758,464
2,318,431
23,087,047
17,174,078
Income before income tax
8,974,018
11,208,374
41,566,538
41,793,083
25,694,874
Profit
from
Continuing
Operation
7,686,041
9,824,599
39,361,625
40,281,927
23,721,277
Income
(Loss)
from
Discontinued Operation





Net income (Loss)
7,686,041
9,824,599
39,361,625
40,281,927
23,721,277
Other comprehensive income
of the term
(Net income after tax)
(1,966,996)
(802,668)
(247,580)
(7,897,606)
7,871,871
Total comprehensive income
5,719,045
9,021,931
39,114,045
32,384,321
31,593,148
Net Income attributable to
owners of theparent





Net income attributable to non-
controllinginterests





Total comprehensive income
attributable to owners of the
parent
5,719,045
9,021,931
39,114,045
32,384,321
31,593,148
Total comprehensive income
attributable to
non-controllinginterests





Earnings
per share
(NT$)
Before adjustment
2.51
3.23
12.8
14.36
8.67
After adjustment




4. Condensed Balance Sheets and Statements of Operations– Stand-alone by IFRSs
Unit: NT$thousands
Year
Item
Five-Year Financial Summary
(Note)
2020
2019
2018
2017
2016
Operating revenues
60,700,390
51,475,494
84,269,952
54,086,251
41,023,122
Gross profit
15,416,122
16,233,371
46,292,143
24,257,260
12,503,534
Operating income
8,343,289
9,449,910
39,248,107
18,706,036
8,520,796
Non-operating income and
expenses
630,729
1,758,464
2,318,431
23,087,047
17,174,078
Income before income tax
8,974,018
11,208,374
41,566,538
41,793,083
25,694,874
Profit
from
Continuing
Operation
7,686,041
9,824,599
39,361,625
40,281,927
23,721,277
Income
(Loss)
from
Discontinued Operation





Net income (Loss)
7,686,041
9,824,599
39,361,625
40,281,927
23,721,277
Other comprehensive income
of the term
(Net income after tax)
(1,966,996)
(802,668)
(247,580)
(7,897,606)
7,871,871
Total comprehensive income
5,719,045
9,021,931
39,114,045
32,384,321
31,593,148
Net Income attributable to
owners of theparent





Net income attributable to non-
controllinginterests





Total comprehensive income
attributable to owners of the
parent
5,719,045
9,021,931
39,114,045
32,384,321
31,593,148
Total comprehensive income
attributable to
non-controllinginterests





Earnings
per share
(NT$)
Before adjustment
2.51
3.23
12.8
14.36
8.67
After adjustment




Year
Item

Five-Year Financial Summary
(Note)
2020 2019 2018 2017 2016
Operating revenues 60,700,390
51,475,494

84,269,952

54,086,251

41,023,122
Gross profit 15,416,122
16,233,371

46,292,143

24,257,260

12,503,534
Operating income 8,343,289
9,449,910

39,248,107

18,706,036

8,520,796
Non-operating income and
expenses
630,729
1,758,464

2,318,431

23,087,047

17,174,078
Income before income tax 8,974,018
11,208,374

41,566,538

41,793,083

25,694,874
Profit
from
Continuing
Operation
7,686,041
9,824,599

39,361,625

40,281,927

23,721,277
Income
(Loss)
from
Discontinued Operation
Net income (Loss) 7,686,041
9,824,599

39,361,625

40,281,927

23,721,277
Other comprehensive income
of the term
(Net income after tax)
(1,966,996)
(802,668)

(247,580)

(7,897,606)

7,871,871
Total comprehensive income 5,719,045
9,021,931

39,114,045

32,384,321

31,593,148
Net Income attributable to
owners of theparent
Net income attributable to non-
controllinginterests
Total comprehensive income
attributable to owners of the
parent
5,719,045
9,021,931

39,114,045

32,384,321

31,593,148
Total comprehensive income
attributable to
non-controllinginterests
Earnings

Before adjustment
2.51
3.23

12.8

14.36

8.67
per share
(NT$)

After adjustment

Note: The Financial Statements from the past five years have been audited by KPMG.

135

(II) Condensed Statements of Comprehensive Income– by ROC GAAP

NTC has used the International Financial Reporting Standard(s) since 2013. Please refer to the information in the above table for 2016-2020 financial data.

(III) Auditors’ Opinions from the past five years

Year Accounting firm CPA's Name Auditing Opinion
2016 KPMG Certified Public
AccountantsFirm
Delphi Chen and
Isabel Lee
An Unqualified Opinion
Subsequent to Revision
2017 KPMG Certified Public
AccountantsFirm
Delphi Chen and
Astor Kou
An Unqualified Opinion
Subsequent to Revision
2018 KPMG Certified Public
AccountantsFirm
Astor Kou and
DelphiChen
An Unqualified Opinion
Subsequent to Revision
2019 KPMG Certified Public
AccountantsFirm
Astor Kou and Hsin-
Yi Kuo
An Unqualified Opinion
Subsequent to Revision
2020 KPMG Certified Public
AccountantsFirm
Astor Kou and Hsin-
Yi Kuo
Unmodified Opinion

136

II. Five-Year Financial Analysis

(I) Financial Analysis – Consolidated by IFRSs

Item Year Year
Five-Year Financial Analysis

Five-Year Financial Analysis

Five-Year Financial Analysis

Five-Year Financial Analysis

Five-Year Financial Analysis
2020 2019 2018 2017 2016
Capital
structure
Debt ratio (%) 7.13
7.92

9.68

12.37

37.47
Long-term Fund to
Property, Plant and Equipment
Ratio (%)

196.73

178.68

173.89

157.78

152.04
Liquidity Current ratio (%) 874.21
593.75

491.47

424.44

74.79
Quick ratio (%) 695.98
432.73

408.39

366.56

55.90
Times interest earned (times) 686.46
3440.11

7240.61

92.00

37.47
Operating
performance
Accounts receivable turnover
(times)

8.04

6.06

9.26

7.68

7.42
Days sales outstanding 45.39
60.23

39.41

47.52

49.19
Inventory turnover (times) 2.81
2.32

3.99

5.15

5.33
Accounts
payable
turnover
(times)

18.80

9.67

9.58

6.74

8.02
Inventory turnover days 129.89
157.32

91.47

70.87

68.48
Property, plant and equipment
turnover(times)
0.73
0.57

0.93

0.71

0.70
Total assets turnover (times) 0.36
0.29

0.50

0.38

0.34
Profitability Return on total assets (%) 4.65
5.65

23.61

28.27

20.17
Return on total equity (%) 5.02
6.20

26.50

37.00

33.77
Pre-tax income to paid-in capital
ratio (%)

29.05

36.52

133.97

140.07

93.59
Net margin (%) 12.59
18.99

46.45

73.37

56.99
Earnings per
share (NT$)

Before adjustment
2.51
3.23

12.8

14.36

8.67
After adjustment
Cash flow Current Ratio (%) 257.57
141.84

287.79

154.33

47.30
Quick Ratio (%) 85.43
84.72

112.59

112.39

106.63
Times Interest Earned (Times) 6.23
-1.56

13.67

8.00

4.33
Leverage Operating leverage 2.71
2.51

1.30

1.45

1.70
Financial leverage 1.00
1.00

1.00

1.02

1.08
Reasons for changes in financial ratios in recent two years. (Analysis not necessary if the change does not reach
20%)
1. Current and quick ratio increased in 2020 due to the decrease in current liabilities. Times interest earned
decreased in 2020 due to the decrease in pre-tax profit.
2. Accounts receivable turnover, property, plant and equipment turnover, and total assets turnover increased
in 2020 due to the increase in sales volume and revenue; average inventory turnover days decreased due to
the increase in operating costs in 2020, which resulted in higher inventory turnover.
3. Overall profitability decreased in 2020 due to the decrease in net profit and pre-tax profit.
4. Current ratio and case reinvestment ratio both increased in 2020 due to the increase in net cash inflow
from operating activities and decrease in cash dividends.

Note: The Financial Statements from the past five years have been audited by KPMG.

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(II) IFRS – Standalone

Item Year Year
Financial analysis for the most recent five

Financial analysis for the most recent five

Financial analysis for the most recent five

Financial analysis for the most recent five
years
2020 2019 2018 2017 2016
Capital
structure
Debt ratio (%) 7.13
7.92

18.83

12.30

37.42
Long-term Fund to
Property, Plant and Equipment
Ratio(%)
196.80
178.71

173.92

157.66

152.21
Liquidity Current ratio (%) 476.93
287.56

192.16

422.69

73.58
Quick ratio (%) 299.24
126.92

154.92

365.31

55.11
Times interest earned (times) 690.08
3588.82

7806.92

92.47

37.83
Operating
performance
Accounts receivable turnover
(times)
7.71
5.80

8.74

7.18

6.98
Days sales outstanding 47.34
62.93

41.76

50.83

52.29
Inventory turnover (times) 2.81
2.33

4.02

5.22

5.44

Accounts payable turnover (times)

18.79

9.67

9.62

6.69

8.02

Inventory turnover days
129.89
156.65

90.79

69.92

67.09
Property, plant and equipment
turnover(times)

0.73

0.56

0.92

0.70

0.69
Total assets turnover (times) 0.36
0.27

0.47

0.37

0.34
Profitability Return on total assets (%) 4.65
5.33

22.26

28.31

20.23
Return on total equity (%) 5.02
6.20

26.51

37.03

33.81
Pre-tax income to paid-in capital
ratio(%)

28.99

36.46

133.91

139.94

93.48
Net margin (%) 12.66
19.08

46.70

74.47

57.82
Earnings
per
share(NT$)
Before adjustment 2.51
3.23

12.8

14.36

8.67
After adjustment
Cash flow Current Ratio (%) 248.57
136.72

128.77

152.27

48.17
Quick Ratio (%) 84.15
83.75

111.84

112.25

109.19
Times Interest Earned (Times) 5.96
-1.79

13.62

7.80

4.40
Leverage Operating leverage 2.73
2.52

1.30

1.45

1.70
Financial leverage 1.00
1.00

1.00

1.02

1.08
Reasons for changes in financial ratios in recent two years. (Analysis not necessary if the change does not reach
20%)
1. Current and quick ratio increased in 2020 due to the decrease in current liabilities. Times interest earned
decreased in 2020 due to the decrease in pre-tax profit.
2. Accounts receivable turnover, property, plant and equipment turnover, and total assets turnover increased
in 2020 due to the increase in sales volume and revenue; average inventory turnover days decreased due to
the increase in operating costs in 2020, which resulted in higher inventory turnover.
3. Overall profitability decreased in 2020 due to the decrease in net profit and pre-tax profit.
4. Current ratio and case reinvestment ratio both increased in 2020 due to the increase in net cash inflow from
operating activities and decrease in cash dividends.

Note: The Financial Statements from the past five years have been audited by KPMG.

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Formulas for financial analysis are as follows:

  1. Capital structure

  2. (1) Debt ratio = Total liabilities / Total assets

  3. (2) Long-term fund to property, plant and equipment ratio =(Total equity + non-current liabilities) / Net property, plant and equipment

  4. Liquidity

  5. (1) Current ratio =Current assets / Current liabilities

  6. (2) Quick ratio = (Current assets – inventory – prepaid expenses) / Current liabilities

  7. (3) Times interest earned = Net Income before tax and interest expenses / Interest expenses

  8. Operating performance

  9. (1) Account receivable turnover (including accounts receivable and notes receivable) = Net sales / Average account receivable (including account receivable and notes receivable) balance

  10. (2) Days sales outstanding = 365 / Receivable turnover

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

  12. (4) payable turnover (including accounts payable and notes payable) = Cost of goods sold /Average account payable (including account payable and notes payable) balance

  13. (5) Inventory turnover days 365 / Inventory turnover

  14. (6) Property, plant and equipment turnover Net sales / Average net property, plant and equipment

  15. (7) Total assets turnover =Net sales / Average total assets

  16. Profitability

  17. (1) Return on total assets = [Net income after tax + interest expense x (1-interest rate)] / Average total assets

  18. (2) Return on total equity = Net income after tax / Average shareholders’ equity

  19. (3) Net margin = Net income / Net sales

  20. (4) Earnings per share = (Net income - preferred stock dividend) / Weighted average number of shares outstanding

  21. Cash flow

  22. (1) Cash flow ratio = Net cash flow provided by operating activities / Current liabilities

  23. (2) Cash flow adequacy ratio = Five-year sum of cash from operations / Five-year sum of capital expenditures, inventory additions, and cash dividend

  24. (3) Cash flow reinvestment ratio = (Cash provided by operating activities - cash dividends) / (Gross property, plant and equipment + long-term investments + other noncurrent assets + working capital)

  25. Leverage

  26. (1) Operating leverage = (Operating revenues – variable cost and expense) / Operating Income

  27. (2) Financial leverage = Operating income / (Operating income – interest expenses)

  28. (III) Financial Analysis – by ROC GAAP

NTC has used the International Financial Reporting Standard(s) since 2013. Please refer to the information in the above table for 2016-2020 financial analysis data.

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III. Audit Committee’s Review Report for the Most Recent Year:

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2020 Business Report, Financial Statements (including consolidated and Stand-alone statements), and Proposal for Profits Distribution. The CPA firm of KPMG has audited the Financial Statements and issued an audit report relating to Financial Statements. The Business Report, Financial Statements, and Proposal for Profits Distribution have been reviewed and determined to be correct and accurate by the Audit Committee members of Nanya Technology Corporation. According to the Article of the Securities and Exchange Act and Article of the Company Law, we hereby submit this report.

Nanya Technology Corporation

Chairman of the Audit Committee: Ching-Chyi Lai

February 26, 2021

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  • IV. Consolidated Financial Statements for the Past Year Please refer to Appendix A of the Annual Report.

  • V. Stand-alone Financial Statements for the Most Recent Year Reviewed and Certified by Independent Auditors

Please refer to Appendix B of the Annual Report.

  • VI. The Company should disclose the financial impact to the Company if the Company and its affiliated companies have incurred any financial or cash flow difficulties in the most recent year and as of the date of this Annual Report: None

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G. Financial Status, Operating Results and Risk Management

I. Financial Status

Unit: NT$ thousands

Unit: NT$ thousands Unit: NT$ thousands
Year Difference
2020 2019
Item Amount %
Current assets 76,744,601
72,862,627

3,881,974

5.3
Non-current assets 88,887,379
92,238,025

(3,350,646)

(3.6)
Total Assets 165,631,980
165,100,652

531,328

0.3
Current liabilities 8,778,672
12,271,542

(3,492,870)

(28.5)
Non-current liabilities 3,041,281
817,557

2,223,724

272.0
Total Liabilities 11,819,953
13,089,099

(1,269,146)

(9.7)
Common stock 30,935,939
30,733,649

202,290

0.7
Advance receipts for share capital
36,264

3,475

32,789

943.6
Capital surplus 32,451,689
32,005,339

446,350

1.4
Retained earnings 94,546,574
91,457,122

3,089,452

3.4
Other equity interest (3,011,507)
(1,041,100)

(1,970,407)

189.3
Treasury shares (1,146,932)
(1,146,932)

0

-
Total equity 153,812,027
152,011,553

1,800,474

1.2

Explanation for Significant Changes:

  1. Current liabilities: Mainly due to the decrease in accounts/other payables and current tax liabilities.

  2. Non-current liabilities: Mainly due to the increase in non-current lease liabilities.

  3. Advance receipts for share capital: Mainly due to the increase in employee stock options which change of registration has not been completed.

  4. Other equity interest: Mainly due to the increase in exchange differences on translation of foreign financial statements.

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II. Financial performance

(I) Consolidated Report – IFRSs

Unit: NT$ thousands

Year
Item
2020 2020 2019 2019 Change (amount)
%
Operating revenues
Cost of goods sold
Gross profit
Operating expenses
Operating income
Non-operating
income and expenses
Income before
income tax
Minus: Income tax
expense
Net income
61,005,514
45,313,936
51,727,458
35,233,371

9,278,056

10,080,565

(802,509)

279,837

(1,082,346)

(1,151,719)

(2,234,065)

(95,507)

(2,138,558)
17.9
28.6
(4.9)
4.0
(11.4)
(67.4)
(19.9)
(6.8)
(21.8)
15,691,578
7,257,104
8,434,474
556,743
8,991,217
1,305,176
7,686,041

16,494,087
6,977,267
9,516,820
1,708,462
11,225,282
1,400,683
9,824,599
8,434,474
556,743
8,991,217
1,305,176
7,686,041
9,824,599

Analysis for Significant Changes:

  1. Cost of goods sold: Mainly due to the increase in bit shipment.

  2. Non-operating income and expenses: Mainly due to the loss in the exchange differences on translation.

  3. Net income: Mainly due to the decrease in operating income and non-operating income.

(II) Gross Profit Variance Analysis – Consolidated Report by IFRSs:

Unit: NT$ thousands

Variances
Item between 2020 Effect of variances
and 2019
Average selling Bit shipment
Cost variances Product mix
Gross profit (802,509) price variances variances
(7,656,942) 2,394,533 35,035 4,424,865
  1. Average selling price variances: The decrease of average selling price had negative impact on the variances.

  2. Cost variances: The higher ratio of 20nm products in the current period had a positive effect on unit cost.

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  1. Product mix: The higher ratio of higher margin products had positive effect on product portfolio.

  2. Bit shipment variances: The increase of bit shipment had positive effect on the variances.

III. Cash Flow

  • (I) Cash Flow Analysis for 2020
Unit: NT$ thousands Unit: NT$ thousands
Net cash used Remedy for insufficient
Cash Annual net cash
in investing Cash surplus cash
balance, flow from operating
and financing (deficit)
beginning activities Investment Financing
activities (1)+(2)-(3)
(1) (2) plan plan
(3)
44,148,979 22,612,037 (15,035,110) 51,725,906
  1. Operating activities: Net cash inflows from operations this year was NT$22.6 billion, and was mainly due to net income of NT$7.7 billion and depreciation of NT$14.2 billion.

  2. Cash outflow from investing activities: Cash outflow from investing activities this year was approximately NT$8.8 billion, was mainly due to an increase of NT$8.5 billion in property, plant and equipment.

  3. Cash outflow from financing activities: Cash outflow from financing activities this year was approximately NT$4.1 billion, and was mainly due to cash dividends of NT$4.6 billion.

  4. Remedies for insufficient cash: None

Liquidity:

Liquidity:
Year

December 31, 2020
December 31, 2019 Change (%)
Item
Current Ratio (%) 257.57
141.84

81.59
Quick Ratio (%) 85.43
84.72

0.84
Times
Interest
Earned

6.23

(1.56)

(499.36)
(Times)

Explanation for significant changes:

  • (1) Current Ratio: Mainly due to the increase in cash inflow from operations and decrease in Current liabilities.

  • (2) Time’s interest earned: Mainly due to the increase in cash inflow from operations and decrease in cash dividends.

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(II) Cash flow projection for next year:

I) Cash flow projection for next year: I) Cash flow projection for next year: I) Cash flow projection for next year: I) Cash flow projection for next year:
Unit: NT$ thousands
Annual net cash Remedy for insufficient
Cash balance,
flow from Annual Cash surplus
cash
beginning
operating cash outflow
(deficit)
Investment Financing

Balance
activities plan
plan
51,725,906 31,290,808 (19,600,000) 63,416,714

Cash inflow from operating activities in the coming year is expected to be approximately NT$31.3 billion. Cash outflow is expected to be NT$19.6 billion, and will mainly be for the capital expenditures and cash dividends; our cash balance will be approximately NT$63.4 billion.

IV. Major Capital Expenditures

Unit: NT$ thousands Unit: NT$ thousands
Project Sources of
Funding
Total Funds Required
(2020 and 2019)
Actual Capex AMT
2020 2019
Production and
factory equipment
and other capital
expenditures.
Working
capital
13,972,695 8,476,438 5,496,257

The abovementioned capital expenditures will increase our output to 70,000 WSPM.

  • V. Reinvestment Policy, Cause of Gain or Loss, Corrective Action, and Investment Plan for the Coming Year Plan
Plan for the Coming Year Plan Plan for the Coming Year Plan Plan for the Coming Year Plan
Unit: NT$ thousands; December 31, 2020
Description
Item

Investment
Policy Cause of Gain or Loss Improvement
plan

Other
investment
plan
NTC-USA 20,392
Selling of
semiconductor
products
Gained NT$18,263
from investment
Nanya-Delaware 36,005
Designing of
semiconductor
products
Gained NT$17,632
from investment
Nanya-HK 66,271
Selling of
semiconductor
products
Gained NT$9,535
from investment
Nanya-Japan 20,161
Selling of
semiconductor
products
Lost NT$15,847 from
investment
Strengthen
business
development
and costdown

Nanya-Europe 30,056
Selling of
semiconductor
products
Gained NT$4,242
from investment
NTC-Shenzhen 28,080
Selling of
semiconductor
products
Gained NT$3,681
from investment
Nanya Technology
International, Ltd.
37,004,400 Investment
business
Gained NT$547,446
from investment

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VI. Risk Management

  • (I) Risk Associated with Interest Rates, Foreign Exchange and Inflation:

  • 1.Interest rate: We do not have any interest bearing debt and our current assets exceed current liabilities. Our cash is mainly invested in shortterm investments, future interest rate fluctuations should have no material impact on our profits & losses.

  • 2.Foreign exchange: The functional currency of the Company is NTD. However, since DRAM products are mainly transacted in US dollars, over 90% of the company's revenues are in US dollars. Since over 50% of our capital expenditures each year is paid in USD or other foreign currencies, so we need to maintain an appropriate USD cash position. However, we also need to exchange USD to maintain daily operations and pay cash dividends and employee bonuses. At present, we dynamically adjust our USD cash position each month based on our future USD-denominated asset and debt position, so as to lower the effect of exchange rate fluctuations. In order to minimize the impact to the Company’s profits and losses from exchange rate fluctuation, the Company can also buy/sell Foreign Exchange Forward for hedging purposes, if needed.

  • 3.Inflation: According to the announcement by the Directorate-General of Budget, Accounting and Statistics, Executive Yuan, the annual growth rate of Consumer Price and Core Consumer Price in 2020 is -0.23% and 0.35%, respectively, the impact on our profitability was insignificant.

  • (II) Risks Associated with High-risk/high-leveraged Investment; Lending, Endorsements, and Guarantees for Other Parties; and Financial Derivative Transactions:

  • High-risk or high-leveraged investments: The Company did not engage in any high-risk or high-leveraged investments in 2020.

  • Lending to others: We did not lend funds to others in 2020. All lending operations are carried out in accordance with the Company’s “The Procedure of Loans of Funds to Others”.

  • Endorsements and guarantees: We did not provide any endorsements and guarantees in 2020. The transactions and procedures related to lending and endorsement are based on the Company’s “The

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Procedure of Making Endorsements or Guarantees”.

  1. Financial derivative transactions: We engaged in financial derivative transactions to avoid market risks caused by exchange rate and interest rate fluctuations, and not for arbitrage or speculation. Transactions are executed in accordance with laws and regulations promulgated by the competent authority, IFRSs, “Handling Procedures to Engage in the Derivative Transaction of Products”, and “Foreign Currency Transactions and Risk Management Regulations”.

  2. (III) Future Research & Development Plans and Expected R&D Spending:

We will continue to develop 10nm advanced process technology and products. We estimate R&D expenses at approximately NT$6.3 billion in 2021, an increase of 23% compared to 2020.

  • (IV) Risks Associated with Changes in the Government Policies and Regulatory Environment:

NTC pays close attention to changes in domestic and international politics and economic situations, major policy formation, and regulation amendments. Professional training is provided to NTC employees as needed. The following summarizes major regulatory changes related to our finances and operations from 2020 to February 28, 2021: Pursuant to the "Regulations Governing the Chartered Capacity on Electricity Consumption Agreements Which the Users Shall Install Renewable Energy Facilities for Exceeding a Certain Capacity" in Announcement Ling-Jing-Neng-Zi No. 10904606910 of the Ministry of Economic Affairs dated December 31, 2020, starting on January 1, 2021, where the chartered capacity on an electricity consumption agreement reaches 5,000 kWh and above, the user shall install or provide a location for the installation of renewable energy generation equipment, energy storage equipment, or purchase renewable energy or certificates exceeding a certain capacity. The capacity of renewable energy equipment that the user is obligated to install is calculated at 10% the average chartered capacity in the previous year, and the obligation must be met within 5 years (2025). The Regulations also specify deductibles for existing renewable energy equipment and early completion.

  • (V) Impact of recent technological and market changes on the Company's finance and business, and response measures:

Market supply and demand has a significant effect on prices in the DRAM

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industry. New manufacturers will damage the balance between supply and demand and cause prices to drop. China's DRAM manufacturers are the most likely to join the market in the future. It is our understanding that Chinese manufacturers currently are not engaging in any technical collaborations with major manufacturers, and it will not be easy for Chinese manufacturers to develop their own technology in the short-term as they continue to face intellectual property right lawsuits and pressure from the US-China trade conflict. However, we still need to pay attention to their development and adopt countermeasures to reduce operational risks.

We will continue to research and develop new technologies and products, actively expand the market with higher added value, and increase the proportion of revenue from markets, such as automotive, industrial, Netcom, etc., to reduce operational risks and reduce the impact of DRAM made in China.

  • (VI) Impact of corporate image change on risk management and response measures:

NTC “keep inquiring to the very root” and “rest only when perfection is achieved” and insist on such determination to face problems openly and solve problems with practical methods. Also, we constantly keep the idea of “work hard, rest only when perfection is achieved, devote ourselves to society, and sustainable management.”

  • (VII)Risks Associated with Mergers and Acquisitions: None

  • (VIII)Risks Associated with Capacity Expansion:

Please see VII. “Financial Status, Operating Results and Risk Management”: 4. Major Capital Expenditures. NTC will take the best operational strategy for capacity expansion plans or production adjustments depending on customer needs, market supply and demand and funding sources.

  • (IX) Risks Associated with Sales Concentration and Purchase Concentration:

  • Concentration of sales

Please refer to V. Operations overview (IV) Suppliers/Customers that Accounted for at Least 10% of Annual Procurement/Sales in the most recent two years. Kingston and Huawei accounted for more than 10% of sales in 2020, and all other customers accounted for less than 10%. Hence, the risk of sales concentration is acceptable.

2. Concentration of purchase

Please refer to V. Operations overview (IV) Suppliers/Customers that Accounted for at Least 10% of Annual Procurement/Sales in the most recent

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two years. The Company continued to adjust the ratio of supply to diversify the risk of purchase, and there is no supplier accounted for more than 10% of purchase in 2020. We still have multiple sources and qualified suppliers to ensure the stability and quality of manufacturing materials. Therefore, the risk of purchase concentration risk is minimal.

  • (X) Potential Impact and Risks Associated with Sales of Significant Numbers of Shares by Nanya’s Directors, Supervisors, and/or Major Shareholders Who Own 10% or More of Nanya’s Total Outstanding Shares: None

  • (XI) Risks Associated with Change in Management: None

  • (XII)Risks Associated with Litigation:

  • In mid of 2010, Nanya Technology Corporation (“Nanya”), other manufacturers and individuals were alleged to international cartel in the industry for DRAM, which may have effected the Brazilian market. This case is currently being reviewed by the courts in the Federative Republic of Brazil. We have engaged counsels to deal with the case to protect our interests.

  • In October, 2016, Lone Star Silicon Innovations accused Nanya Technology Corporation and its subsidiaries (collectively "Nanya") in U.S District Court of East Texas for patent infringement. The Plaintiff has revoked the case in April, 2021, and then the case is closed.

  • The U.S.-based Monterey Research LLC. accused Nanya Technology Corporation and subsidiaries Nanya Technology USA and Nanya Technology Delaware in the U.S. District Court for the District of Delaware for patent infringement in November 2019. We have engaged counsels to properly handle the case to protect our rights and interests.

  • (XIII)Other Material Risks:

  • Guidelines of internal material information

    • (1) We uphold the principles of "diligence, perseverance, frugality and trustworthiness" and have established a strict code of conduct. We hope that employees will take responsibility for their actions at work and in life and comply with the code of conduct and code of ethics. Employees are strictly prohibited from leaking trade secrets, giving false information, obtaining fraudulent personal gains, or spreading rumors.

    • (2) The Company has a "Personnel Management Rules" and informs the Employee that, without written permission, it shall not disclose any

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internal information to the public, nor shall it be used for personal or other business purposes.

  • (3) We also established Spokesperson Guidelines to provide a complete set of principles for handling information transparency and material abnormalities in our factories. Except from the spokesperson, all employees are prohibited from disclosing information and data on company policy, business, or financial position to the public to prevent violating the law and insider trading.

  • Information Security Risks:

  • (1) We have an Information Security Section responsible for planning, implementation, auditing, and improvement of information security management, and we established related management regulations and handling guidelines. All of our applications, operating system, and network systems have layers of control and protection mechanisms to prevent disasters, data corruption, and theft of trade secrets. These effectively control our corporate information system risks and maintain business continuity. To ensure our information security and establish a trustworthy environment for information access, our information security principles are as follows:

    • A. Comply with regulatory requirements and raise information security awareness.

    • B. Value risk management and protect data safety.

    • C. Engage all employees in the pursuit of continuous improvement.

  • (2) Information Security Policy of the Company:

We insist to strengthen our information confidentiality, integrity and availability, to protect the rights and interests of our customers, stockholders, employees and suppliers, and to take corporate social responsibility.

  • (3) We have planned and implemented robust information security measures as described below:

  • A. We adopted the defense-in-depth architecture with sensitive data encryption, endpoint protection, and network gateway protection, which are supported by network access control, document output management, and e-mail protection mechanisms. We also installed metal detectors for controlled information security products, so as

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to prevent external cyberattacks and internal leaks.

  - B.  Door access control for sensitive areas, system user identity authentication, password control, access right control, periodic vulnerability scanning, and website penetration testing. We also installed anti-virus software, updated security patches, controlled USB access, and established a backup mechanism to strengthen endpoint protection.

  - C.  We installed an information security system to prevent hackers and computer viruses or malware from affecting information system services or accessing confidential data, and also prevent the theft of confidential data or extortion through social engineering.

  - D.  We provide employees with annual information security education, training, testing, and e-mail social engineering drills to raise their awareness of information security risks.

  - E.  Each year we examine our information security measures and regulations, follow information security issues, and formulate response plans to ensure their appropriateness and effectiveness.

  - F.  In addition to the Company itself, we have expanded our information security to the entire supply chain. Equipments must pass a security inspection when entering our factories before they may be used. We also signed an information security clause with vendors and their employees to prevent attacks through our supply chain.
  • (4) Obtain the international certification ISO/IEC 27001:2013 Information Security Management System (ISMS):

    • A. The scope includes providing DRAM technology transfer documents and information on process technologies we independently developed, as well as their ISMS, including maintenance of related facilities, network services, and the development, operation, and maintenance of information systems.

    • B. Nanya Technology Corporation has achieved confidentiality, integrity, and availability through information security management, protecting the rights and interests of customers, partners, shareholders, employees, and suppliers, while fulfilling our CSR.

  • Response measures for the COVID-19 pandemic:

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  • (1) Establish an Pandemic Response Task Force:

We establish an Pandemic Response Task Force on January 30, 2020 in response to the COVID-19 pandemic. The special assistant of the President's Office serves as the commander and directly reports to the President. The task force is responsible for establishing, implementing, and providing guidance for pandemic prevention measures and tasks in response to developments in the pandemic and government regulations each day.

  • (2) Pandemic prevention measures:

We strictly enforce pandemic prevention measures with high standards in coordination with government regulations, in order to protect the health of our employees, suppliers, and visitors. There have been no abnormalities so far.

  • A. Internal pandemic prevention measures include a work model that divides employees into different groups, areas, and work hours, employees of overseas subsidiaries work at home, and all factory personnel have their temperatures taken, wear masks, and maintain healthy diets.

  • B. External pandemic prevention measures include visitor control and replacing business trips with video/telephone conferences.

  • (3) Supply Chain Management:

  • A. Manufacturing and outsourced packaging and testing are all carried out in Taiwan and not impacted by the pandemic.

  • B. Our suppliers of raw materials and parts and components currently have not been affected.

    • (a) Shipments and transportation in the supply chain are currently normal.

    • (b) Increase stocking in factories and at suppliers.

    • (c) Increase the sources of suppliers to disperse risk.

  • (4) Customer support:

Exert every effort to assist customers in maintaining stable production lines, ensure the flexibility of their supply chain, and give priority to satisfying customers' needs.

  • (5) Subsequent actions:

Continue to closely monitor developments in the pandemic, and take necessary measures to ensure that overall operations and

152

shipments remain normal.

4. Emerging risks:

  • (1) Growingly strict environmental protection laws have increased the uncertainty of obtaining building permits for factories, and has affected the schedule for factory construction:

With consideration to resource integration, cluster effect, and production efficiency, our land for expansion of current and future factories is located in industrial parks in New Taipei City. Unlike other semiconductor companies that give priority to industrial parks that have completed the environmental impact assessment, our factory expansions still need to complete environmental impact assessments required by environmental protection laws. Due to the growingly strict laws and additional expenses that may be needed for environmental protection facilities, as well as the growingly complex administrative procedures, being unable to fully grasp the application process may drag out administrative procedures and affect the operations of current factories or planning of future expansions. To lower this risk, we will periodically review the contents of environmental impact assessment laws to stay up-to-date on regulatory requirements and future trends, and will carefully select an experienced consulting company that has a good relationship with the competent authority to assist in our application. Before submitting an application for an environmental impact assessment, the consulting company will first provide an explanation to the Environmental Protection Administration (EPA), so that fewer reviews will be needed. We will maintain close contact with the EPA after submitting our application, and request guidance from the EPA. If necessary, we will convene meetings for preliminary reviews and reviews to shorten our response time. We will reserve space when planning and designing new factories in the future, so that we will be able to respond to future regulatory changes.

  • (2) The cost of purchasing renewable energy may gradually increase:

Some of our customers have become corporate members of the international initiative RE100, and they have made a written request that products sold to them must be green products. Hence, we will need to use renewable energy for production and manufacturing, and expect even more customers to make this request in the future. The Executive

153

Yuan announced that the "Regulations Governing the Chartered Capacity on Electricity Consumption Agreements Which the Users Shall Install Renewable Energy Facilities for Exceeding a Certain Capacity" will come into effect on January 1, 2021. Hence, we must complete renewable energy generation devices or purchase renewable energy equal to 10% of the chartered capacity on our electricity consumption agreements in 2025, in order to fulfill this obligation, which will increase our operating costs. If the installation of renewable energy generation equipment in Taiwan does not meet expectations in the next 5 years, there will be insufficient supply in the market, and the cost of purchasing electricity may increase in the future, or we might need to invest in renewable energy generation equipment, which will increase our operating costs. To lower this risk, we will purchase renewable energy from renewable energy companies or evaluate the feasibility of investing in solar power equipment ahead of schedule, and plan to install renewable energy equipment or purchase renewable energy and certificates reaching 8% of the chartered capacity on our electricity consumption agreements in 2023 (the law provides an early bird program).

  • (3) Risk of insufficient talent retention and recruitment:

Taiwanese business began returning to Taiwan in 2020 due to COVID-19 and US-China trade tensions. This increased investments in Taiwan and the demand on human resources. The booming semiconductor and electronics industries in Taiwan led to even more investments and a rapid increase in demand on talent in Taiwan. TSMC raised its base pay at the end of 2020, and other companies in the same industry and other industries have followed, creating even more severe competition for talent. Due to the growingly severe low birth rates and insufficient qualified labor in Taiwan (population projections of the National Development Council show growingly severe low birth rates and aging population; the working age population between the ages of 15 and 64 peaked in 2015, and the declined every year after), as well as the significant increase in demand on labor after our new factory is completed, we will face the risk of difficult talent recruitment and retention. In response to the factors described above, we will adjust our salary structure to offer more competitive salaries; strengthen retention measures, including talent development, employee benefits, and

154

incentives; begin talent recruitment on campus, especially in universities in northern Taiwan (geographic considerations); begin talent recruitment and training in advance to strengthen talent recruitment and retention according to the progress of factory expansion.

VII. Other Important Matters: None

155

H. Other Special Notes

I. Profiles of affiliates and subsidiaries

(I) Consolidated Operation Report of Affiliates

1. Summary of NTC’s Subsidiaries

(1) Subsidiary Chart:

==> picture [433 x 244] intentionally omitted <==

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

December 31, 2020
Nanya-USA
100 %
Nanya-Delaware
100 %
Nanya-Europe
100 %
Nanya-HK
Nanya Technology Corp.
100 %
NTC-Shenzhen
Nanya-Japan 100 %
100 %
Nanya Technology
International, Ltd.
100 %
----- End of picture text -----

==> picture [6 x 15] intentionally omitted <==

==> picture [6 x 15] intentionally omitted <==

==> picture [6 x 15] intentionally omitted <==

156

(2) Subsidiary Information:

Unit: Thousands; December 31, 2020

Name of Subsidiary Date of
Incorporation
Address Capital Stock Business
Activities
Nanya-USA 1997.04 1735 Technology Drive, Suite
400, San Jose, CA 95110
US$ 720 Selling of
semiconductor
products.
Nanya-Delaware 2008.10 245 Commerce Green Blvd. #210,
Sugar Land, TX 77478

US$ 1,100
Designing of
semiconductor
products.
Nanya-HK 2002.04 7thFloor, Citicorp Centre, 18
Whitfield Road, Causeway Bay,
HongKong
HKD 15,366 Selling of
semiconductor
products.
Nanya-Japan 2002.09 8F Moriden Building, 3-9-9 Mita,
Minato-ku,Tokyo, 108-0073,
Japan
JPY 70,000 Selling of
semiconductor
products.
Nanya-Europe 2002.09 Pempelforter Strasse 50,
40211 Duesseldorf, Germany
EUR 800 Selling of
semiconductor
products.
NTC-Shenzhen 2006.08 201-209, 2nd Floor, Building 2,
Nanyou 4th Industrial Zone,
No.1124, Nanshan Avenue,
Nanguang Community, Nanshan
Subdistrict, Nanshan District,
Shenzhen City
US$ 985 Selling of
semiconductor
products.
Nanya Technology
International, Ltd.
(Note 1)
2018.11 Vistra Corporate Services Centre,
Wickhams Cay II,Road Town,
Tortola,VG1110,British Virgin
Islands
US$ 1,200,000 General
investments

(3) Shareholders in Common of NTC and Its Subsidiary with Deemed Control and Subordination: None

(4) Businesses covered by the affiliated enterprises' overall operations

The subsidiary overall is engaged in research, development, design, manufacturing and sale of semiconductor products. NTC-USA, NTC-Japan, NTC-HK, NTC-Europe and NTC-Shenzhen those are selling semiconductor products on behalf of NTC. Nanya Technology International, Ltd. is engaged in general investments.

157

(5) Directors, Supervisors and Presidents of NTC’s Subsidiaries

December 31, 2020

Name of Subsidiary Title Name or
Representative
Shareholding
Shares (Amount of contribution) Shareholding
percentage
Nanya-USA Chairman
Director
Director
Director
President
Pei-Ing Lee
Rex Chuang
Rex Chen
Brian Donahue
Brian Donahue





Nanya Technology Corporation
holds 2,400 shares





100%
Nanya-Delaware Chairman
Director
Director
Director
President
Pei-Ing Lee
Chi-Meng Su
Joseph Wu
Douglas Lewellen
Douglas Lewellen





Nanya Technology Corporation
holds 1 shares





100%
Nanya-HK Director
Director
Director
President
Pei-Ing Lee
Lin-Chin Su
Rex Chen
Pei-Ing Lee




Nanya Technology Corporation
holds 19,700 shares




100%
Nanya-Japan Representativ
e Director
Representativ
e Director
Director
Director
Director
Supervisor
President
Pei-Ing Lee
Chin-Lu Pan
Lin-Chin Su
Joseph Wu
Rex Chen
Hung-Chi Kuo
Chin-Lu Pan







Nanya Technology Corporation
holds 1,000 shares







100%

158

Name of Subsidiary Title Name or
Representative
Shareholding Shareholding
Shares (Amount of contribution) Shareholding
percentage
Nanya-Europe Managing
Director
Jean-Louis Freart -
(Invested EUR800,000 through
Nanya-HK)
-

100%
NTC-Shenzhen Chairman
Director
Director
Supervisor
President
Pei-Ing Lee
Lin-Chin Su
Rex Chen
Hung-Chi Kuo
Johnny Wang





(Invested US$985,000 through
Nanya-HK)






100%
Nanya Technology
International, Ltd.
Director
Director
Chia Chau, Wu
Pei-Ing Lee


Nanya Technology Corporation
holds 1,200 shares


100%

159

(6) Operational Highlights of NTC's Subsidiaries:

Unit: NT$ thousands; December 31, 2020

Name of Subsidiary Capital Total assets Total
liabilities
Net worth Operating
revenues
Operating
income
Profit or
loss for
the current
period
(After-tax)

Earnings per
share (NT$)
(NT$; After-tax)
Nanya-USA 20,392
1,611,569

1,442,229

169,340

9,326,370

24,021

18,263

7,609
Nanya-Delaware
36,005

195,825

23,832

171,993

454,105

21,624

17,632

17,632,128
Nanya-HK 66,271
593,976

523,361

70,614

2,957,465

14,990

9,535

484
Nanya-Japan 20,161
914,367

747,594

166,772

3,899,518

30,018
(15,847)
(15,847)
Nanya-Europe 30,056
553,411

482,230

71,181

2,730,971

8,960

4,242

-
NTC-Shenzhen 28,080
23,330

4,362

18,968

50,943

4,407

3,681

-
Nanya
Technology
International,
Ltd.
37,004,400
34,357,531

38

34,357,492

-

(92)
547,446
-

Note: Daily exchange rate used in the report:

(1)Total assets, Total liabilities 1USD = NT$28.508 Operating revenue, Operating income, Net income 1USD

= NT$29.5675

(2)Total assets, Total liabilities 1JPY = NT$0.2724 Operating revenue, Operating income, Net income 1JPY (3)Total assets, Total liabilities 1EUR = NT$34.56 Operating revenue, Operating income, Net income 1EUR

(2)Total assets, Total liabilities 1JPY = NT$0.2724 Operating revenue, Operating income, Net income 1JPY = NT$0.2757 (3)Total assets, Total liabilities 1EUR = NT$34.56 Operating revenue, Operating income, Net income 1EUR = NT$33.5964 (4)Total assets, Total liabilities 1HKD = NT$3.6257 Operating revenue, Operating income, Net income 1HKD = NT$3.7946 (5)Total assets, Total liabilities 1CNY = NT$4.3058 Operating revenue, Operating income, Net income 1CNY = NT$4.2683

160

(II) Consolidated Financial Statements of Affiliated Enterprises

1. Representation Letter

Representation Letter

The entities that are required to be included in the combined financial statements of Nanya Technology Corporation 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 the International Accounting Standards No.10 by the Financial Supervisory Commission, “Consolidated and Separate Financial Statements”. In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Nanya Technology Corporation and Subsidiaries do not prepare a separate set of combined financial statements. It is hereby declared

Company name: Nanya Technology Corportion

Chairman: Chia Chau, Wu

Date: February 26, 2021

  2. Consolidated Financial Statements of Affiliated Enterprises: same as NTC’s Financial Statements.
  • (III) Consolidated Business Reports of Affiliated Enterprises: None

  • II. Private Placement Securities in the past year and up to the date of report: None

  • III. Holding or disposal of stocks of the Company by subsidiaries in the past year and up to the date of report: None

  • IV. Other supplemental information: None

  • V. Any Events in the past year and up to the date of report that Had Significant Impacts on Shareholders’ Right or Share Prices as Stated in Item 3 Paragraph 2 of Article36 of Securities and Exchange Law of Taiwan: None

161

Appendix A

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES

Consolidated Financial Statements

With Independent Auditors' Report For the Years Ended December 31, 2020 and 2019

1

Stock Code:2408

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES

Consolidated Financial Statements

With Independent Auditors� Report For the Years Ended December 31, 2020 and 2019

Address: No.98, Nanlin Rd., Dake Vil., Taishan Dist., New Taipei City, Taiwan (R.O.C.) Telephone:(02)2904-5858

The independent auditors� 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� report and consolidated financial statements, the Chinese version shall prevail.

2

Table of contents

Contents
1. Cover Page
2. Table of Contents
3. Representation Letter
4. Independent Auditors� Report
5. Consolidated Balance Sheets
6. Consolidated Statements of Comprehensive Income
7. Consolidated Statements of Changes in Equity
8. Consolidated Statements of Cash Flows
9. Notes to the Consolidated Financial Statements
(1)
Company history
(2)
Approval date and procedures of the consolidated financial statements
(3)
New standards, amendments and interpretations adopted
(4)
Summary of significant accounting policies
(5)
Significant accounting assumptions and judgments, and major sources
of estimation uncertainty
(6)
Explanation of significant accounts
(7)
Related-party transactions
(8)
Pledged assets
(9)
Commitments and contingencies
(10) Losses Due to Major Disasters
(11) Subsequent Events
(12) Other
(13) Other disclosures
(a) Information on significant transactions
(b) Information on investees
(c) Information on investment in mainland China
(d) Information on major shareholders
(14) Segment information
Page
1
2
3
4
5
6
7
8
9
9
9
10
10
23
24
25
52
53
56
56
56
57
58
58
58
59
60
60
61
61
62
62
64

3

Representation Letter

The entities that are required to be included in the combined financial statements of Nanya Technology Corporation 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, Nanya Technology Corporation and Subsidiaries do not prepare a separate set of combined financial statements.

Company name: Nanya Technology Corporation Chairman: JIA-ZHAO, WU Date: February 26, 2021

4

) Telephone + 886 2 8101 6666 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, Fax + 886 2 8101 6667 Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) Internet home.kpmg/tw

Independent Auditors� Report

To the Board of Directors of Nanya Technology Corporation:

Opinion

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

In our opinion, based on our audits and the report of another auditor (please refer to Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of 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 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 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. Based on our audits and the report of another auditor, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Other Matter

We did not audit the financial statements of Formosa Advanced Technologies Co., Ltd., an investment in other accounted for using the equity method of the Group. The financial statements were audited by another auditor, whose audit report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Formosa Advanced Technologies Co., Ltd., is based solely on the audit report of another auditor. The aforementioned investment accounted for using the equity method constituted 3.04% of the consolidated total assets as of December 31, 2019 and the share of profit of associates accounted for using the equity method constituted 1.64% of the consolidated total profit before tax for the period from January 1 to December 31, 2019.

The company has 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 and an unmodified opinion with another matter paragraph, respectively..

4-1

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.

Valuation of inventories

Please refer to Notes 4(h), 5, as well as 6(c) for details on accounting policy, judgments and major sources of estimation uncertainty, as well as disclosure on information about inventory valuation, respectively.

The Group recognizes a loss from the devaluation of inventories on a quarterly basis based on the lower of cost or net realizable value method. The international market price of DRAM has significantly affected the net realizable value of inventories. Therefore, the evaluation of inventory has been identified as a key audit matter in the consolidated financial statements.

The principal audit procedures performed to address the aforementioned key audit matter included understanding the basis adopted by the management in the estimate of net realizable value, and sampling to test the reasonableness of the net realizable value.

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 IFRSs, IASs, IFRIC, 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.

4-2

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 and 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. Furthermore, 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.

4-3

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 Hui-Chih Ko and HsinYi Kuo.

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� 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� report and consolidated financial statements, the Chinese version shall prevail.

5

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Nanya Technology Corporation 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))
1160
Notes receivable due from related parties, net (Notes 6(b)(n) and 7)
1170
Accounts receivable, net (Note 6(b)(n))
1180
Accounts receivable due from related parties, net (Note 6(b)(n) and 7)
1200
Other receivables (Note 6(g))
1310
Inventories (Note 6(c))
1410
Prepayments
Total current assets
Non-current assets:
1550
Investments accounted for using equity method (Note 6(d))
1600
Property, plant and equipment (Note 6(e)(t) and 7)
1755
Right-of-use assets (Note 6(f) and 7)
1780
Intangible assets (Notes 6(t))
1840
Deferred tax assets (Notes 6(j))
194D
Long-term financial lease payments receivable (Note 6(g))
1990
Other non-current assets (Note 8)
Total non-current assets
Total assets
December 31, 2020
Amount
%
$ 51,725,906
31
-
-
7,867,928
4
8,237
-
1,496,119
1
14,126,982
9
1,519,429
1
76,744,601
46
5,160,505
3
79,728,620
49
1,790,192
1
1,258,380
1
353,567
-
483,436
-
112,679
-
88,887,379
54
$
165,631,980
100
December 31, 2019
Amount
%
44,148,979
27
41,545
-
7,291,735
4
-
-
1,620,743
1
18,122,496
11
1,637,129
1
72,862,627
44
5,019,236
3
85,530,112
52
99,222
-
296,710
-
555,885
-
689,886
1
46,974
-
92,238,025
56
165,100,652
100
Liabilities and Equity
Current liabilities:
2170
Accounts payable
2180
Accounts payable to related parties (Note (7))
2200
Other payables (Note 6(t))
2220
Other payables to related parties (Note 7)
2230
Current tax liabilities
2280
Current lease liabilities (Notes 6(h) and 7)
2399
Other current liabilities
Total current liabilities
Non-Current liabilities:
2570
Deferred tax liabilities (Note 6(j))
2580
Non-current lease liabilities (Notes 6(h) and 7)
2640
Net defined benefit liability, non-current (Note 6(i))
2670
Other non-current liabilities
Total non-current liabilities
Total liabilities
Equity (Note 6(k)):
3110
Ordinary shares
3140
Advance receipts for share capital
3200
Capital surplus
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
3400
Other equity interest
3500
Treasury shares
Total equity
Total liabilities and equity
December 31, 2020 December 31, 2019
Amount
%
2,573,759
2
133,199
-
6,650,153
4
1,205,857
1
1,515,896
1
99,924
-
92,754
-
12,271,542
8
1,197
-
-
-
575,896
-
240,464
-
817,557
-
13,089,099
8
30,733,649
19
3,475
-
32,005,339
20
13,128,412
8
273,834
-
78,054,876
47
(1,041,100)
(1)
(1,146,932)
(1)
152,011,553
92
165,100,652
100
Amount
%
$ 2,027,096
1
84,678
-
4,211,470
2
1,069,910
1
1,131,327
1
178,432
-
75,759
-
8,778,672
5
4,042
-
1,617,652
1
566,283
-
853,304
1
3,041,281
2
11,819,953
7
30,935,939
19
36,264
-
32,451,689
20
14,110,871
8
1,041,100
1
79,394,603
48
(3,011,507)
(2)
(1,146,932)
(1)
153,812,027
93
$
165,631,980
100

See accompanying notes to consolidated financial statements.

6

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Nanya Technology Corporation 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)

2020
Amount
%
4000
Operating revenue (Note 6(n) and 7)
$ 61,005,514
100
5000
Operating costs (Notes 6(c)(e)(f)(i)(l)(o) and 7)
(45,313,936)
(74)
Gross profit from operations
15,691,578
26
Operating expenses (Notes 6(e)(f)(i)(l)(o) and 7):
6100
Selling expenses
(791,263)
(2)
6200
Administrative expenses
(1,327,969)
(2)
6300
Research and development expenses
(5,137,872)
(8)
Total operating expenses
(7,257,104)
(12)
Net operating income
8,434,474
14
Non-operating income and expenses (Notes 6(d)(e)(g)(h)(p) and 7):
7100
Interest income
681,235
1
7020
Other gains and losses, net
(578,270)
(1)
7050
Finance costs
(13,117)
-
7055
Expected credit impairment gain
-
-
7060
Share of profit of associates accounted for using equity method, net
466,895
1
Total non-operating income and expenses
556,743
1
7900
Profit from continuing operations before tax
8,991,217
15
7950
Income tax expenses (Note 6(j))
(1,305,176)
(2)
Profit
7,686,041
13
8300
Other comprehensive income (loss) (Note 6(i)(j)(k)):
8310
Components of other comprehensive income (loss) income that will not be reclassified to
profit or loss
8311
Remeasurements of the net defined benefit
3,767
-
8320
Share of other comprehensive income (loss) of associates accounted for using equity
method, components of other comprehensive income (loss) that will not be reclassified
to profit or loss
(14,316)
-
8349
Income tax related to components of other comprehensive income (loss) that will not be
reclassified to profit or loss
754
-
Components of other comprehensive income (loss) that will not be reclassified to
profit or loss
(11,303)
-
8360
Components of other comprehensive (loss) income that will be reclassified to profit or
loss
8361
Exchange differences on translation of foreign financial statements
(1,955,693)
(4)
8399
Income tax related to components of other comprehensive income (loss) that will be
reclassified to profit or loss
-
-
Components of other comprehensive (loss) income that will be reclassified to
profit or loss
(1,955,693)
(4)
8300
Other comprehensive (loss) income, net
(1,966,996)
(4)
8500
Comprehensive income
$
5,719,045
9
Earnings per share (Note 6(m))
9750
Basic earnings per share
$
2.51
9850
Diluted earnings per share
$
2.49
2019
Amount
%
51,727,458
100
(35,233,371)
(68)
16,494,087
32
(737,082)
(1)
(1,313,757)
(3)
(4,926,428)
(10)
(6,977,267)
(14)
9,516,820
18
1,303,594
3
214,749
1
(3,264)
-
9,508
-
183,875
-
1,708,462
4
11,225,282
22
(1,400,683)
(3)
9,824,599
19
(42,096)
-
(10,688)
-
(8,419)
-
(44,365)
-
(758,303)
(2)
-
-
(758,303)
(2)
(802,668)
(2)
9,021,931
17
3.23
3.19

See accompanying notes to consolidated financial statements.

7

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Nanya Technology Corporation and Subsidiaries

Consolidated 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
Net profit for the year ended December 31,2019
Other comprehensive income for the year ended December 31, 2019
Total comprehensive income (loss) for the year ended December 31, 2019
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve appropriated
Cash dividends of ordinary share
Other changes in capital surplus:
Changes in equity of associates and joint ventures accounted for using equity method
Recognized compensation costs on employee stock options
Repurchase of treasury share
Retirement of treasury share
Exercise of employee share options
Balance at December 31, 2019
Net profit for the year ended December 31,2020
Other comprehensive income for the year ended December 31, 2020
Total comprehensive income (loss) for the year ended December 31,2020
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve appropriated
Cash dividends of ordinary share
Other changes in capital surplus:
Changes in equity of associates and joint ventures accounted for using equity method
Recognized compensation costs on employee stock options
Past due unclaimed dividends
Exercise of employee share options
Balance at December 31, 2020
Ordinary
shares
Advance
receipts for
share capital
6,488
-
-
-
-
-
-
-
-
-
-
(3,013)
3,475
-
-
-
-
-
-
-
-
-
32,789
36,264
Capital
surplus
33,557,005
-
-
-
-
-
-
19
150,116
-
(2,164,261)
462,460
32,005,339
-
-
-
-
-
-
14
58,420
79
387,837
32,451,689
Legal
reserve
9,192,249
-
-
-
3,936,163
-
-
-
-
-
-
-
13,128,412
-
-
-
982,459
-
-
-
-
-
-
14,110,871
Special
reserve
Unappropriated
retained
earnings
O t her equity interes t
Total other
equity interest
(273,834)
-
(767,266)
(767,266)
-
-
-
-
-
-
-
-
(1,041,100)
-
(1,970,407)
(1,970,407)
-
-
-
-
-
-
-
(3,011,507)
Treasury
shares
(2,782,675)
-
-
-
-
-
-
-
-
(1,029,878)
2,665,621
-
(1,146,932)
-
-
-
-
-
-
-
-
-
-
(1,146,932)
Total equity
Exchange
differences on
translation of
foreign
financial
statements

Unrealized gains
(losses) on
financial assets
measured at fair
value through
other
comprehensive
income
$ 31,032,389
-
-
-
-
-
-
-
-
-
(501,360)
202,620
30,733,649
-
-
-
-
-
-
-
-
-
202,290
$
30,935,939
39,163
-
-
-
-
234,671
-
-
-
-
-
-
273,834
-
-
-
-
767,266
-
-
-
-
-
1,041,100
94,136,513
9,824,599
(35,402)
9,789,197
(3,936,163)
(234,671)
(21,700,000)
-
-
-
-
-
78,054,876
7,686,041
3,411
7,689,452
(982,459)
(767,266)
(4,600,000)
-
-
-
-
79,394,603
(179,736)
-
(758,303)
(758,303)
-
-
-
-
-
-
-
-
(938,039)
-
(1,955,693)
(1,955,693)
-
-
-
-
-
-
-
(2,893,732)
(94,098)
-
(8,963)
(8,963)
-
-
-
-
-
-
-
-
(103,061)
-
(14,714)
(14,714)
-
-
-
-
-
-
-
(117,775)
164,907,298
9,824,599
(802,668)
9,021,931
-
-
(21,700,000)
19
150,116
(1,029,878)
-
662,067
152,011,553
7,686,041
(1,966,996)
5,719,045
-
-
(4,600,000)
14
58,420
79
622,916
153,812,027

See accompanying notes to consolidated financial statements.

8

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

Nanya Technology Corporation 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 operating activities:
Profit before tax
Adjustments:
Adjustments to reconcile profit:
Depreciation expense
Amortization expense
Expected credit impairment gain
Interest expense
Interest income
Share-based payments
Share of profit of associates accounted for using equity method
Gain or loss on disposal of property, plant and equipment
Reversal of impairment loss on non-financial assets
Unrealized foreign exchange loss
Others
Total adjustments to reconcile profit
Changes in operating assets and liabilities:
Notes and accounts receivable (including related parties)
Other receivables
Inventories
prepayments
Accounts payable (including related parties)
Other payables (including related parties)
Other current liabilities
Net defined benefit liability
Other non-current liabilities
Total net changes in operating assets and liabilities
Cash inflow generated from operations
Interest received
Interest paid
Income taxes paid
Net cash flows from operating activities
Cash flows used in investing activities:
Proceeds from capital reduction of investments accounted for using equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Acquisition of intangible assets
Decrease in lease and installment receivables
Increase in other non-current assets
Dividends received
Net cash flows used in investing activities
Cash flows used in financing activities:
Increase (decrease) in guarantee deposits received
Decrease in other payables to related parties
Payment of lease liabilities
Cash dividends paid
Exercise of employee share options
Payments to acquire treasury shares
Net cash flows 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
$ 8,991,217
14,214,238
236,477
-
13,117
(681,235)
58,420
(466,895)
6,642
-
70,894
(30,748)
13,420,910
(579,243)
121,995
3,995,514
117,700
(291,755)
(2,262,463)
(16,995)
(5,846)
(6,429)
1,072,478
23,484,605
623,784
(12,770)
(1,483,582)
22,612,037
-
(8,476,438)
71
(72,994)
(878,657)
264,330
(759)
311,324
(8,853,123)
63,246
(3,450)
(188,459)
(4,600,000)
622,916
-
(4,105,747)
(2,076,240)
7,576,927
44,148,979
$
51,725,906
2019
11,225,282
14,326,287
91,126
(9,508)
3,264
(1,303,594)
150,116
(183,875)
(4,424)
(213,282)
94,027
-
12,950,137
2,372,242
(397,933)
(5,954,759)
121,244
(429,964)
(1,870,902)
91,186
(3,503)
9,720
(6,062,669)
18,112,750
1,313,286
(422)
(2,018,607)
17,407,007
(2,049,483)
(5,496,257)
4,729
(1,773)
(164,666)
264,331
(9,319)
210,056
(7,242,382)
(297,469)
(4,175)
(184,115)
(21,700,000)
662,067
(1,029,878)
(22,553,570)
(846,082)
(13,235,027)
57,384,006
44,148,979

See accompanying notes to consolidated financial statements.

9

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Nanya Technology Corporation 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

Nanya Technology Corporation (the �Company�) was legally established with the approval of the Ministry of Economic Affairs on March 4, 1995, with registered address at No.98 Nanlin Road Dake Vil., Taishan District, New Taipei City, Taiwan. The main operating activities of the Company and its subsidiary (the �Group�) are researching, developing, manufacturing and selling semiconductor products, and the import and export of its machinery, equipment and raw materials.

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

The consolidated financial statements were authorized for issuance 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)

10

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

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

The following new and amended standards, which may be relevant to the Group, have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:

Standards or
Interpretations
Amendments to IAS 1
�Classification of Liabilities as
Current or Non-current�
Content of amendment
Effective date per
IASB
The amendments aim to promote consistency
in applying the requirements by helping
companies
determine
whether,
in
the
statement of balance sheet, debt and other
liabilities with an uncertain settlement date
should be classified as current (due or
potentially due to be settled within one year)
or non-current.
The amendments include clarifying the
classification
requirements
for
debt
a
company might settle by converting it into
equity.
January 1, 2023

The Group is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its consolidated financial position and consolidated financial performance. The results thereof will be disclosed when the Group completes its evaluation.

The Group does not expect the following other 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 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. The following accounting policies were applied consistently throughout the periods presented in the consolidated financial statements.

(a) Statement of compliance

The 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 by the Financial Supervisory Commission, ROC. (hereinafter referred to IFRS as endorsed by the FSC).

(Continued)

11

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (b) Basis of preparation

  • (i) Basis of measurement

The consolidated financial statements have been prepared on a historical cost basis except the defined benefit liabilities are measured at fair value of the plan assets less the present value of the defined benefit obligation.

(ii) Functional and presentation currency

The functional currency of the Group is determined based on the primary economic environment in which the entities operate. The consolidated financial statements are presented in New Taiwan Dollar, which is the Group's functional currency. All financial information presented in New Taiwan Dollar has been rounded to the nearest thousand.

  • (c) Basis of consolidation

(i) Principles of preparation of the consolidated financial statements

The consolidated financial statements comprise the Company and subsidiaries. Subsidiaries are entities controlled by the Group. The Group �controls� an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

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.

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.

When the Group loses control of its subsidiary, it accounts for all amounts previously recognized in other comprehensive income in relation to that subsidiary on the same basis as would be required if it had directly disposed of the related assets or liabilities.

  • (ii) List of subsidiaries included in the consolidated financial statements:
Investor The name of subsidiaries Business activity Shareholding
December 31,
2020
December 31,
2019
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
The Company
The Company
The Company
The Company
NANYA TECHNOLOGY
CORP. U.S.A
NANYA TECHNOLOGY
CORP. Delaware
NANYA TECHNOLOGY
CORP. H.K.
NANYA TECHNOLOGY
CORP. Japan
Sales of semiconductor
products
Design of semiconductor
products
Sales of semiconductor
products
Sales of semiconductor
products

(Continued)

12

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Investor The name of subsidiaries Business activity Shareholding
December 31,
2020
December 31,
2019
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
The Company
NANYA TECHNOLOGY
CORP. H.K.
NANYA TECHNOLOGY
CORP. H.K.
NANYA TECHNOLOGY
INTERNATIONAL LTD.
NANYA TECHNOLOGY
CORP., Europe GmbH
NANYA TECHNOLOGY
CORP. Shenzhen
General investment business
Sales of semiconductor
products
Sales of semiconductor
products

(iii) Subsidiaries not included in the consolidated financial statements: None.

(d) Foreign currency

(i) Foreign currency transactions

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 thefunctional currency at the exchange rate at the date that the fair value was determined. Nonmonetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.

Exchange differences are generally recognized in profit or loss.

(ii) Foreign operations

The assets and liabilities of foreign operations are translated to the Group's functional currency at exchange rates at the reporting date. The income and expenses of foreign operations, excluding foreign operations in hyperinflationary economies, are translated to the Group's functional currency at average rate. Foreign currency 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 investment in an associate of joint venture that includes a foreign operation while retaining significant or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

When the settlement of a monetary item receivable from or payable to a foreign operation is neither planed nor likely in the foreseeable future, foreign currency gains and losses arising from such items are considered to form part of a net investment in the foreign operation and are recognized in other comprehensive income.

(Continued)

13

NANYA TECHNOLOGY CORPORATION 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 any one of the following conditions. All other assets are classified as non-current.

  • (i) The asset is expected to be realized, or intended to be sold or consumed, in the Group's normal operating cycle;

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

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

  • (iv) The asset is cash or a cash equivalent 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 any one of the following conditions. All other liabilities are classified as non-current.

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

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

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

  • (iv) The liability does not have any 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, checks and cash in bank. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which 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 are classified under 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 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)

14

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(i) Financial assets

  • 1) 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, amortized costs, notes and trade receivables (including related parties), other receivable, leases receivable and guarantee deposit paid).

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:

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 note and trade receivables due from related parties 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 months 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.

The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due.

The Group considers a financial asset to be in default when the financial asset is more than 60 days past due.

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.

(Continued)

15

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

At each reporting date, the Group assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit-impaired. A financial asset is �creditimpaired� when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable data:

a breach of contract such as a default or being more than 60 days past due;

the disappearance of an active market for a security because of financial difficulties.

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. 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.

2) 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.

(ii) Financial liabilities and equity instruments

1) 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 surplus is not sufficient to be written down).

2) Financial liabilities

Financial liabilities are classified as FVTPL. 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)

16

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

3) Derecognition of financial liabilities

The Group derecognizes a financial liability when its contractual obligations are discharged 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 is recognized in profit or loss.

  • 4) 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.

(h) Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories includes expenditure incurred in acquiring the inventories, production costs and other costs incurred in bringing them to their existing location and condition. The cost of inventories is calculated using the weighted-average method. 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) Investment in associates

Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies.

Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The carrying amount of the investment in associates includes goodwill arising from the acquisition less any accumulated impairment losses.

The consolidated financial statements include the Group� s share of the profit or loss and other comprehensive income of those associates, after adjustments to align their accounting policies with those of the Group, from the date on which significant influence commences until the date on which significant influence ceases. The Company recognizes any changes of its proportionate share in the investee within capital surplus, when an associate�s equity changes due to reasons other than profit and loss or comprehensive income, which did not result in changes in actual significant influence.

Gains and losses resulting from transactions between the Group and an associate are recognized only to the extent of unrelated Group�s interests in the associate.

(Continued)

17

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

When the Company�s share of losses of an associate equals or exceeds its interests in an associate, it discontinues recognizing its share of further losses. After the recognized interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.

When the Group subscribes to additional shares in an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment will differ from the amount of the Group�s proportionate interest in the net assets of the associate. The Group records such a difference as an adjustment to investments, with the corresponding amount charged or credited to capital surplus. The aforesaid adjustment should first be adjusted under capital surplus. If the capital surplus resulting from changes in ownership interest is not sufficient, the remaining difference is debited to retained earnings. If the Group�s ownership interest is reduced due to the additional subscription to the shares of the associate by other investors, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate will be reclassified to profit or loss on the same basis as would be required if the associate had directly disposed of the related assets or liabilities.

  • (j) Property, plant and equipment

  • (i) Recognition and measurement

Items of property, plant and equipment are measured at cost, less accumulated depreciation and any accumulated impairment losses.

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

  • (ii) Subsequent expenditure

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.

Land is not depreciated.

The estimated useful lives of significant items of property, plant and equipment has an unlimited useful life and therefore are as follows:

1) buildings 25 years
2) Machinery and equipment 5~16 years
3) Other equipment 3~15 years

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

(Continued)

18

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(k) Leases

  • (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:

  • 1) 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

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

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

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

    • 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.

  • (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.

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.

(Continued)

19

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

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;

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 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 purchase, 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.

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 has elected not to recognize right-of-use assets and lease liabilities for short-term leases of dormitory, plants, parking lots and offices 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.

(iii) As a lessor

When the Group acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

The Group recognizes a finance lease receivable at an amount equal to its net investment in the lease. Initial direct costs, such as lessors to negotiate and arrange a lease, are included in the measurement of the net investment. The lessor recognizes the interest income over the lease term based on a pattern reflecting a constant periodic rate of return on the lessor�s net investment in the lease. The Group recognizes lease payments received under operating leases as income on a straight-line basis over the lease term as part of �other income�.

(Continued)

20

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (l) Intangible assets

  • (i) Recognition and measurement

Intangible assets, patents that are acquired by the Company and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.

  • (ii) Subsequent expenditure

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, is recognized in profit or loss as incurred.

  • (iii) Amortization

Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, from the date that they are available for use.

The estimated useful lives of patent for current and comparative periods are both 5~10 years.

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

(m) Impairment of non-derivative 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. Goodwill is tested annually for impairment.

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. Goodwill arising from an acquisition about an investment accounted for using the equity method is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or CGU value in use fair value less costs to sell.

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 first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. 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)

21

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(n) Revenue recognition

Revenue form contracts with customers is measured based on the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer.

The Group manufactures and sells semiconductor products on the market. 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.

(o) Employee benefits

(i) Defined contribution plan

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

(ii) Defined benefit plan

The Group�s net obligation in respect of defined benefit plans is calculated separately for each the plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income , and accumulated in retained earnings. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.

(Continued)

22

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Group recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

(iii) 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.

(p) Share-based payment

The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognized as an expense, with a corresponding increase in equity, over the vesting period of 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.

The grant date of a share-based payment is the date which the board of directors authorized the price and number of a share-based payments.

(q) 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 are 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 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 Group 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,

(Continued)

23

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (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.

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 assets 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 improve.

(r)

Earnings per share

The Group discloses the Company�s basic and diluted earnings per share attributable to ordinary shareholders of the Company. Basic earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding. Diluted earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares, such as employee stock options and employee compensation.

(s) 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.

(Continued)

24

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

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

The preparation of the consolidated financial statements in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the Regulations and 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 its accounting estimates and assumptions. It recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the next period.

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

The accounting policies involved significant judgments and the information that have significant effect on the amounts recognized in the consolidated financial statements are as follows:

Judgment of whether the Group has substantive control over its investees

The Group holds 32% of the voting shares of Formosa Advanced Technologies Co., Ltd (FATC), whose shareholders hold 68% of its remaining shares, where 31% of the voting rights are concentrated in a specific shareholder, Formosa Taffeta Co. Ltd., resulting in the Group for failing to obtain more than half of the total number of FATC�s directors and voting rights at a shareholders� meeting. Therefore, it is determined that the Group has only significant influence over FATC.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year is as follows. Those assumptions and estimation have been updated to reflect the impact of COVID-19 pandemic:

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 significant changes in the net realizable value of inventories. Please refer to Note 6(c) for details of the valuation of inventories.

(Continued)

25

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(6) Explanation of significant accounts:

(a) Cash and cash equivalents

Petty cash
Checking accounts and demand deposit
Cash equivalents:
Time deposits
Commercial paper
Repurchase agreements collateralized by corporate bonds
December 31,
2020
$ 108
14,820,415
34,398,887
2,014,416
492,080
$
51,725,906
December 31,
2019
147
4,119,539
39,215,453
454,300
359,540
44,148,979

Refer to Note 6(q) for the interest rate risk and sensitivity analysis of the financial assets and liabilities of the Group.

(b) Notes and accounts receivable

Notes receivable-related parties from non-operating activities
Accounts receivable (including related parties)-measured at
amortized cost
December 31,
2020
$ -
7,876,165
$
7,876,165
December 31,
2019
41,545
7,291,735
7,333,280

The Group applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for notes and accounts receivables (including related parties). To measure the expected credit losses, notes and accounts receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information, including macroeconomic and relevant industry information.

The loss allowance provision for notes and account receivable (including related parties) was determined as follows:

Due days
Current
1 to 30 days past due
December 31, 2020 December 31, 2020
Notes and
accounts
receivables
(including
related parties)
$ 7,825,234
50,931
$
7,876,165
Weighted
average loss
rate
-
-
Loss allowance
provision
-
-
-

(Continued)

26

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Due days
Current
1 to 30 days past due
December 31, 2019 December 31, 2019
Notes and
accounts
receivables
(including
related parties)
$ 7,283,834
49,446
$
7,333,280
Weighted
average loss
rate
-
-
Loss allowance
provision
-
-
-

The movement in the allowance for notes and accounts receivable was as follows:

Balance on January 1,
Reversal of impairment losses
Foreign exchange gains
Balance on December 31,
For the year ended December
31,
2020
2019
$ -
9,298
-
(9,508)
-
210
$
-
-
For the year ended December
31,
2020
2019
$ -
9,298
-
(9,508)
-
210
$
-
-
2020
$ -
-
-
$
-
-

Please refer to Note 6(q) for other information of credit risk.

  • (c) Inventories
Raw materials
Work in progress
Finished goods
December 31,
2020
$ 350,906
6,578,665
7,197,411
$
14,126,982
December 31,
2019
381,848
7,329,074
10,411,574
18,122,496

The Group recognized cost of goods sold amounting to $44,906,712 and $34,716,236 for the years ended December 31, 2020 and 2019, respectively.

The Group did not recognize any loss or gain from devaluation of inventories as there was no indication of impairment or net realizable value of inventories has increased because the circumstance that caused the inventory devaluation in prior period has improved on inventories for the years ended December 31, 2020 and 2019.

  • (d) Investments accounted for using equity method

A summary of the Group�s financial information for investments accounted for using the equity method at the reporting date is as follows:

Associates December 31,
2020
$
5,160,505
December 31,
2019
5,019,236
(Continued)

27

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The related information of the major associate to the Group was as follows:

Percentage of ownership
Name of Associates
Nature of Relationship to
the Group
Registration
Country
December 31,
2020
December 31,
2019
Formosa Advanced Technologies
Co., Ltd. (FATC)
It mainly engages in
assembling and testing of
module products, as well as in
the research and development
of integrated circuits.
Taiwan
%
32.00
%
32.00
The fair value of major associates listed on the Stock Exchange was as follows:
December 31,
2020
December 31,
2019
Formosa Advanced Technologies Co., Ltd.
$
16,716,000
16,494,889
The aggregated financial information of the major associate was as follows:
Nature of Relationship to
the Group
Registration
Country
Percentage of ownership Percentage of ownership
16,494,889

The financial information of FATC was as follows:

Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net asset
Net asset contributed to FATC
Operating revenue
Profit
Other comprehensive loss
Total comprehensive income
Total comprehensive income contributed to FATC
December 31,
2020
December 31,
2019
$ 7,816,528
6,631,748
5,792,482
6,643,175
(1,238,254)
(1,250,356)
(555,589)
(594,494)
$
11,815,167
11,430,073
$
11,815,167
11,430,073
For the year ended
December 31,
2020
2019
$
9,706,776
9,457,849
$ 1,402,677
1,262,496
(44,738)
(83,445)
$
1,357,939
1,179,051
$
1,357,939
1,179,051

(Continued)

28

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Share of net assets of the major associate at January 1
Acquisition of share of net assets of the major associate
allocated to the Group
Total comprehensive income contributed to the Group
Uncollected dividends beyond the collection period which are
reclassified to capital surplus
Cash dividends contributed to the Group
Share of net assets of major associate at December 31
Add: good will
Less: unrealized profits on upstream sales net assets of the
associates
Total carrying amount of the major associate
For the year ended
December 31,
2020
2019
$ 3,657,624
2,157,732
-
1,474,005
434,540
235,924
14
19
(311,324)
(210,056)
3,780,854
3,657,624
1,463,162
1,463,162
(83,511)
(101,550)
$
5,160,505
5,019,236
2020
$ 3,657,624
-
434,540
14
(311,324)
3,780,854
1,463,162
(83,511)
$
5,160,505

(e) Property, plant and equipment

Cost:
Balance as of January 1, 2020
Additions
Disposals
Reclassification
Effect of exchange rate change
Balance as of December 31, 2020
Balance as of January 1, 2019
Additions
Disposals
Reclassification
Effect of exchange rate change
Balance as of December 31, 2019
Accumulated depreciation / impairment:
Balance as of January 1, 2020
Depreciation for the period
Disposals
Reclassification
Effect of exchange rate change
Balance as of December 31, 2020
Balance as of January 1, 2019
Depreciation for the period
Reversal of impairment loss
Disposals
Reclassification
Effect of exchange rate change
Balance as of December 31, 2019
Land
$ 1,013,924
-
-
-
-
$
1,013,924
$ 1,013,924
-
-
-
-
$
1,013,924
$ -
-
-
-
-
$
-
$ -
-
-
-
-
-
$
-
Building
8,157,551
-
(12,660)
-
(28)
8,144,863
7,740,635
-
-
416,922
(6)
8,157,551
2,295,380
319,859
(5,965)
-
(23)
2,609,251
1,978,349
317,039
-
-
-
(8)
2,295,380
Machinery
and
equipment
195,903,720
872,893
(846,932)
3,127,446
(1,777)
199,055,350
180,746,435
2,052,813
(102,453)
13,209,013
(2,088)
195,903,720
119,651,185
13,653,945
(846,914)
(30,696)
(1,023)
132,426,497
106,196,034
13,772,529
(213,282)
(102,148)
(180)
(1,768)
119,651,185
Other
equipment
919,015
62,119
(154,494)
10,808
(706)
836,742
1,132,778
44,373
(258,379)
365
(122)
919,015
766,657
47,127
(154,494)
(802)
(120)
658,368
986,840
38,112
-
(258,379)
180
(96)
766,657
Under
construction
2,249,124
7,429,580
-
(3,306,847)
-
6,371,857
13,886,443
1,988,981
-
(13,626,300)
-
2,249,124
-
-
-
-
-
-
-
-
-
-
-
-
-
Total
208,243,334
8,364,592
(1,014,086)
(168,593)
(2,511)
215,422,736
204,520,215
4,086,167
(360,832)
-
(2,216)
208,243,334
122,713,222
14,020,931
(1,007,373)
(31,498)
(1,166)
135,694,116
109,161,223
14,127,680
(213,282)
(360,527)
-
(1,872)
122,713,222

(Continued)

29

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Carrying amounts:
Balance as of December 31, 2020
Balance as of December 31, 2019
Land
$
1,013,924
$
1,013,924
Building
5,535,612
5,862,171
Machinery
and
equipment
66,628,853
76,252,535
Other
equipment
178,374
152,358
Under
construction
6,371,857
2,249,124
Total
79,728,620
85,530,112

(i) Reversal of impairment loss

The estimated future recoverable amount of equipment, which had been identified to be no longer useful for its operation, is higher than the book value. In 2019, the Group reassessed its estimates, wherein the amount of $213,282 of the initially recognized impairment has been reversed.

(f) Right-of-use assets

==> picture [446 x 328] intentionally omitted <==

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

Land
Cost
Balance at January 1, 2020 $ 297,829
Additions 1,884,277
Decrease (297,829)
Balance at December 31, 2020 $ 1,884,277
Balance at January 1, 2019 $ 300,605
Decrease (2,776)
Balance at December 31, 2019 $ 297,829
Accumulated depreciation:
Balance at January 1, 2020 $ 198,607
Depreciation for the period 193,307
Decrease (297,829)
Balance at December 31, 2020 $ 94,085
Balance at January 1, 2019 $ -
Depreciation for the period 198,607
Balance at December 31, 2019 $ 198,607
Carrying Amount:
Balance at December 31, 2020 $ 1,790,192
Balance at December 31, 2019 $ 99,222
----- End of picture text -----

(Continued)

30

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(g) Lease receivables

  • (i) On June 18, 2009, the Group signed an amended long-term lease agreement with Inotera Memories, Inc. (its name was changed to Micron Technology Taiwan in March, 2017, referred to as "MTTW") on the lease of building, facilities and land located on 348, 348-1 and 348-3, Hwa Ya Section, Kueishan District, Taoyuan City. This amended lease agreement, which took effect retroactively from January 1, 2009, includes the renewal term. Initial lease term is from January 1, 2009 to December 31, 2018. However, MTTW is entitled to renew this amended lease agreement for an unlimited number of consecutive additional terms of five years each, by providing a written notice with the intention to renew the lease term commencing from January 1, 2019. MTTW has completed the renewal of its lease agreement, with a written notice on December 13, 2018. In addition, MTTW has an exclusive option to purchase the leased assets for a total purchase price of USD50,000 thousand on and after January 1, 2024. Also, the rental receivable for the entire year of 2009 has been waived. Initial yearly rentals for the leased building (including facilities and land) were USD13,010 thousand and USD1,990 thousand, respectively from January 1, 2010 to December 31, 2018; the first yearly renewal rentals for the leased building (including facilities and land) will be USD8,010 thousand and USD1,990 thousand, respectively, from January 1, 2019 to December 31, 2023; the subsequent yearly renewal rentals for the leased building (including facilities and land) will be USD10 thousand and USD1,990 thousand commencing from January 1, 2024. The amended lease agreement for the building (including facilities) is treated as a capital lease because (a) the present value of the periodic rental payments made since the inception date is at least 90% of the market value of the leased assets and (b) the lease term is equal to 75% or more of the total estimated economic life of the leased assets. The land is treated as an operating lease.

  • (ii) The total lease receivable from the capital lease of the building (including facilities) was $5,185,620; the implicit interest rate was 10.56%. The cost of the leased assets at the beginning of the lease period was $2,656,223. The difference was recognized as unrealized interest revenue of $2,529,397. For the years ended December 31, 2020 and 2019, the Group recognized the interest revenue of $78,316 and $96,730, respectively, from the amortization of unrealized interest revenue.

A maturity analysis of lease receivables, showing the undiscounted lease receivables to be received after the reporting date is as follows:

Less than one year
One to two years
Two to three years
Three to four years
Total lease payments receivable
Unearned finance income
Present value of lease payments receivable
December 31,
2020
$ 264,330
264,330
264,330
-
792,990
(103,104)
$
689,886
December 31,
2019
264,330
264,330
264,330
264,330
1,057,320
(181,420)
875,900

For credit risk information, please refers to Note 6(q).

(Continued)

31

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(h) Lease liabilities

Current
Non-current
December 31,
2020
$
178,432
$
1,617,652
December 31,
2019
99,924
-

For the maturity analysis, please refer to Note 6(q).

The amounts recognized in profit or loss were as follows:

Interest on lease liabilities
Expenses relating to short-term leases and low-value lease
assets
For the years ended
December 31
For the years ended
December 31
2020
$
12,833
$
91,718
2019
2,933
81,096

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

Total cash outflow for leases For the years ended
December 31,
For the years ended
December 31,
2020
$
292,122
2019
255,304

(i) Land lease

The Group leases its land with a period of 3 to 10 years. The lease included an option to terminate the contract, which is exercisable only by the Group and not by the lessors. The lease payment changes annually based on a local price index.

(ii) Other leases

The Group leases staff dorm, factory, parking lots and office spaces with contract terms ranging from one to five years. These leases are short-term or with low-value items. The Group applied the recognition exemptions and elected not to recognize its right-of-use assets and lease liabilities for these leases.

(i) Employee benefits

(i) Defined benefit plan

The movements in the present value of the defined benefit obligations and fair value of plan assets were as follows:

Present value of defined benefit obligations
Fair value of plan assets
Net defined benefit liabilities
December 31,
2020
$ 1,108,808
(542,525)
$
566,283
December 31,
2019
1,098,174
(522,278)
575,896

(Continued)

32

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group has established an employee defined benefit retirement plan covering full-time employees. Under this plan, contributions are made to an independent fund that is deposited with Bank of Taiwan. Employees are eligible for retirement and payments of retirement benefits are based on years of service and the average salary for the last six months before the employee�s retirement according to the R.O.C. Labor Standards Law.

1) Composition of plan assets

The Labor Pension Fund Supervisory Committee manages the Group's pension fund which is being funded according to the Labor Standards Law. Under the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, this fund is required to distribute minimum income, but such minimum income shall not be less than the interest income derived from two-year time deposit with the local banks.

As of December 31, 2020, the Group's pension fund with Bank of Taiwan amounted to $542,525. Please refer to the related information published on the website of the Labor Pension Supervisory Committee concerning the utilization of the labor pension fund, related yield rate and its allocation.

  • 2) Movements in present value of the defined benefit obligations
Defined benefit obligation as of January 1,
Current service and interest costs
Remeasurement of net defined benefit liabilities
actuarial losses arising from change in financial
assumptions
Reclassification of liabilities from transfer of employees
Benefits paid
Defined benefit obligation as of December 31,
For the years ended December 31,
2020
2019
$ 1,098,174
1,025,794
15,266
18,052
14,987
64,451
(869)
-
(18,750)
(10,123)
$
1,108,808
1,098,174
  • 3) Movements in fair value of defined benefit plan assets
Fair value of plan assets as of January 1,
Interest income
Remeasurement of net defined liabilities
return on plan assets (excluding interest income)
Contributions from employer
Benefits already paid by the plan
Fair value of plan assets as of December 31,
For the years ended December 31,
2020
2019
$ 522,278
488,491
5,298
6,192
18,754
22,355
14,711
14,357
(18,516)
(9,117)
$
542,525
522,278

(Continued)

33

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 4) Expenses recognized in profit or loss
Current service costs
Net interest income of net defined benefit liabilities
Expected rate of return for the plan asset
Operating costs
Operating expenses
For the years ended December 31,
2020
2019
$ 4,284
5,230
10,982
12,822
(5,298)
(6,192)
$
9,968
11,860
$ 6,145
7,662
3,823
4,198
$
9,968
11,860
  • 5) Remeasurement of net defined benefit liabilities recognized in other comprehensive income
Balance of January 1,
Recognized during the period
Balance of December 31,
6)
Actuarial assumptions
Discount rate
Future salary increases
For the years ended December 31,
2020
2019
$ 57,312
23,635
(3,013)
33,677
$
54,299
57,312
December 31,
2020
December 31,
2019
%
1.00
%
1.00
%
2.85
%
2.85

The expected allocation payment to be made by the Company to the defined benefit plans for the one-year period after the reporting date for 2020 is $14,216.

The weighted average duration of the defined benefit plan is 16.2 years.

  • 7) Sensitivity analysis
Effect of defined
benefit obligations
Increase Decrease
Amount Amount
December 31, 2020
Discount rate (change 0.25%) $ 37,838 (36,211)
Future salaries (change1%) 159,749 (136,769)
December 31, 2019
Discount rate (change 0.25%) 41,656 (39,743)
Future salaries (change1%) 176,405 (149,197)
(Continued)

34

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown above. The method used in the sensitivity analysis is consistent with the calculation of pension liabilities in the balance sheets.

The same methods and assumptions are adopted in the preparation of sensitivity analysis as in previous year.

(ii) Defined contribution plan

The Taiwanese companies of the Group contributes an amount equal to 6% of the employee�s monthly wages to the Labor Pension personal account of the Bureau of the Labor Insurance in accordance with the provisions of the Labor Pension Act, under which, the Group is not required to bear the regulated or putative obligation subsequent to the payment of fixed rate contribution.

The overseas companies of the Group contribute an appropriate pension amount to the designated account of the local government in accordance with the statutory laws, under which, the Group is not required to bear the regulated or putative obligation subsequent to the payment of fixed rate contribution.

The Group's pension costs under the contribution pension plan amounted to $174,957 and $158,696 for the years ended 2020 and 2019, respectively.

(j) Income tax

(i) The Group�s income tax expenses in the years 2020 and 2019 were as follows:

Current tax expense
Current period
Adjustment for prior periods
Surtax on undistributed earnings
Taxes on remitted earnings from subsidiary
Deferred tax expense
Tax expense
For the year ended
December 31,
For the year ended
December 31,
2020
$ 1,413,672
(588,184)
171,974
103,526
204,188
$
1,305,176
2019
892,390
(485,929)
673,894
-
320,328
1,400,683

(Continued)

35

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The amount of income tax recognized in other comprehensive income for 2020 and 2019 was as follows:

Items that could not be reclassified subsequently to profit
or loss:
Remeasurement of net defined benefit plan
For the year ended
December 31,
For the year ended
December 31,
2020
$
(754)
2019
8,419

Reconciliation of income tax and profit before tax for 2020 and 2019 is as follows:

Income tax calculated based on local tax rate
Effect of foreign tax rate change
Tax effect of permanent differences
Change in unrecognized temporary difference
Tax effect of unrecognized current year loss carryforward
Adjustment for prior periods
Surtax on undistributed earnings
Taxes on remitted earnings from subsidiary
Other
Total
For the years ended
December 31,
2020
2019
$ 1,913,649
2,445,925
(103,779)
(183,605)
(192,462)
(168,234)
(1,609)
(50,986)
3,159
(829,740)
(588,184)
(486,048)
171,974
673,894
103,526
-
(1,098)
(523)
$
1,305,176
1,400,683
2020
$ 1,913,649
(103,779)
(192,462)
(1,609)
3,159
(588,184)
171,974
103,526
(1,098)
$
1,305,176

(ii) Deferred tax assets and liabilities

Deferred tax assets

Impairment loss
of assets
Balance as of January 1, 2020
$ 155,102
Recognized in profit or loss
(30,878)
Recognized in other comprehensive loss
-
Exchange differences on translation of
foreign financial statements
-
Balance as of December 31, 2020
$
124,224
Improvements
cost of
environmental
safety and
factory facilities
165,032
(30,785)
-
-
134,247
Others
235,751
(139,507)
(754)
(394)
95,096
Total
555,885
(201,170)
(754)
(394)
353,567

(Continued)

36

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Impairment loss
of assets
Balance as of January 1, 2019
$ 234,579
Recognized in loss
(79,477)
Recognized in other comprehensive
income
-
Exchange differences on translation of
foreign financial statements
-
Balance as of December 31, 2019
$
155,102
Deferred tax liabilities
Balance as of January 1, 2020
Recognized in profit or loss
Exchange differences on translation of foreign financial
Balance as of December 31, 2020
Balance as of January 1, 2019
Recognized in profit or loss
Exchange differences on translation of foreign financial
Balance as of December 31, 2019
Improvements
cost of
environmental
safety and
factory facilities
168,625
(3,593)
-
-
165,032
statements
statements
Others
464,107
(236,657)
8,419
(118)
235,751



Total
867,311
(319,727)
8,419
(118)
555,885
Others
$ 1,197
3,018
(173)
$
4,042
$ 625
601
(29)
$
1,197

(iii) The Company's tax returns have been examined by the ROC tax authority through 2017.

(k) Capital and other equity

As of December 31, 2020 and 2019, the Company's total authorized capital both amounted to $300,000,000 with $10 dollars par value per share, the number of ordinary shares both were 30,000,000 thousand shares and total paid-up ordinary share amounted to $30,935,939 and $30,733,649, respectively. All issued shares were paid up upon issuance.

The movements of shares outstanding for the years ended December 31, 2020 and 2019 were as follows:

(in thousand shares)

Balance as of January 1,
Exercise of employees share options
Retirement of treasury shares
Balance as of December 31,
Ordinary Shares
2020
2019
3,073,365
3,103,239
20,229
20,262
-
(50,136)
3,093,594
3,073,365
2020
3,073,365
20,229
-
3,093,594

(Continued)

37

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(i) Ordinary Share

On February 26, May 6, August 6 and November 4, 2020, the Group� s Board of Directors approved to issue the Group's ordinary shares deriving from the exercise of employee share options. The Group had issued 632 thousand, 664 thousand, 17,951 thousand and 982 thousand ordinary shares at par value, with the issuing prices of $29.2, $29.2, $28.5 to $29.2 and $28.5 to $29.6 dollars per share, which totaled $202,290. All issued shares were paid up upon issuance and the related process for registration had been completed.

For the fourth quarter of 2020, the Group�s ordinary shares were derived from the exercise of employee share options. Accordingly, the Company had issued 1,271 thousand ordinary shares, at issuing prices of $28.5 to $29.6 dollars per share, which totaled $36,264, which was recognized as advance receipts for share capital as of December 31, 2020.

On February 27, May 10, August 12 and November 8, 2019, the Group� s Board of Directors approved to issue the Group's ordinary shares deriving from the exercise of employee share options. The Group had issued 313 thousand, 89 thousand, 19,056 thousand and 804 thousand ordinary shares at par value, with the issuing prices of $33.1, $33.1, $29.2 to $33.1 and $29.2 to $30.3 dollars per share, which totaled $202,620. All issued shares were paid up upon issuance and the related process for registration had been completed.

For the fourth quarter of 2019, the Group�s ordinary shares were derived from the exercise of employee share options. Accordingly, the Company had issued 119 thousand ordinary shares,at issuing prices of $29.2 dollars per share, which totaled $3,475, which was recognized as advance receipts for share capital as of December 31, 2019.

(ii) Capital surplus

Capital surplus
Premium from the issuance of stock
Employee stock option plans
Expired employee stock option plans
Past due unclaimed dividends
Change in equity of associates accounted for using equity
method
December 31,
2020
$ 29,398,346
2,790,727
262,499
79
38
$
32,451,689
December 31,
2019
29,010,509
2,732,307
262,499
-
24
32,005,339

According to the R.O.C. 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 capital surplus in excess of par value should not exceed 10% of the total common stock outstanding.

(Continued)

38

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(iii) Retain earning

According to the Company's Articles of Incorporation, the Company's annual net profit, after providing for income tax and covering the losses of previous years, is first set aside for legal reserve at the rate of 10% thereof until the accumulated balance of legal reserve equals the total issued capital and any special reserves pursuant to relevant laws and regulations. The remainder, plus the undistributed earnings of the previous years, are distributed or left undistributed for business purposes according to the resolution of the stockholders�dividend distribution plan, which are initially proposed by the Board of Directors and adopted by the shareholders in the annual stockholders� meeting.

As it belongs to a highly capital-intensive industry with strong growth potential, the Company adopts a dividend distribution policy which is in line with its plans for product line expansion and the demand of fund. This policy requires that the distribution of cash dividends shall be equal to at least 50% of the Company's total dividend distribution every year.

1) Legal reserve

When the Group incurs no loss, it may, in pursuant to a resolution to be adopted by a shareholders� meeting, distribute its legal reserve by issuing new shares or by cash. Only the portion of legal reserve which exceeds 25 percent of the paid-in 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 reclassified as special earnings reserve during earnings distribution. The amount to be reclassified should equal the current-period total net reduction of other shareholders� equity. Similarly, a portion of undistributed prior-period earnings shall be reclassified as special earnings reserve (and does not qualify for earnings distribution) 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.

3) Earrings distribution

Earnings distribution for 2019 and 2018 were approved by the general meetings of shareholders were held on May 28, 2020 and May 30, 2019, respectively. The relevant dividend distributions to shareholders were as follows:

Dividends attributable to ordinary shareholders:
Cash dividends
For the year ended December 31,
2019
For the year ended December 31,
2019
Dividends
per share
$ 1.50
Amount
4,600,000

(Continued)

39

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Dividends attributable to ordinary shareholders:
Cash dividends
For the year ended December 31,
2018
For the year ended December 31,
2018
Dividends
per share
$ 7.11
Amount
21,700,000

(iv) Treasury shares

The Company repurchased shares from the securities exchange market based on section 28(2) of the Securities and Exchange Act and the movement in treasury shares were as follows:

Balance as of January 1, 2020
(Balance as of December 31,2020)
Balance as of January 1, 2019
Repurchase for the period
Retirement for the period
Balance as of December 31, 2019
Reasons for repurchase of shares
Transferring to employees
Protecting th
integrity and sha
thousand
shares
Amount
thousand
shares
20,000
$
1,146,932
-
Reasons for repurchase of shares
Reasons for repurchase of shares
Transferring to employees
Protecting th
integrity and sha
thousand
shares
Amount
thousand
shares
20,000
$
1,146,932
-
Reasons for repurchase of shares
Reasons for repurchase of shares
Transferring to employees
Protecting th
integrity and sha
thousand
shares
Amount
thousand
shares
20,000
$
1,146,932
-
Reasons for repurchase of shares
T
thousand
shares
20,000
To
otal
Protecting th
integrity and sha
e Company's
reholders' equity
Amount
-
e Company's
reholders' equity
Amount
1,635,743
1,029,878
(2,665,621)
-
Amount
1,146,932
tal
Amount
2,782,675
1,029,878
(2,665,621)
1,146,932
Transferring to employees
Amount
$ 1,146,932
-
-
$
1,146,932
Protecting th
integrity and sha
thousand
shares
20,000
-
-
20,000
thousand
shares
30,445
19,691
(50,136)
-
thousand
shares
50,445
19,691
(50,136)
20,000

On February 27, 2019, the Company�s Board of Directors approved to retire 50,136 thousand treasury shares, resulting in a decrease in ordinary shares amounting to $501,360. The Company recognized the decrease in capital surplus of $2,164,261, with the same record date as the capital reduction, due to the book value being higher than the par value of the treasury shares. The related process for registration had been completed.

In accordance with Securities and Exchange Act requirements, the number of shares repurchased should not exceed 10 percent of all shares outstanding. Also, the value of the repurchased shares should not exceed the sum of the Company�s retained earnings, share premium, and realized capital reserves. As of September 30, 2018, the Company could repurchase no more than 310,142 thousand shares, with a total value of no more than $127,955,392. As of the same date, the Company had not yet repurchased any shares.

In accordance with the requirements of Securities and Exchange Act, treasury shares held by the Company should not be pledged, and do not hold any shareholder rights before their transfer.

(Continued)

40

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (v) Other equity (net of tax)
Balance as of January 1, 2020
Exchange differences on translation of
foreign financial statements
Unrealized loss from financial of assets
measured at fair value through other
comprehensive loss, associates
accounted for using equity method
Balance as of December 31, 2020
Balance as of January 1, 2019
Exchange differences on translation of
foreign financial statements
Unrealized gain from financial of assets
measured at fair value through other
comprehensive income, associates
accounted for using equity method
Balance as of December 31, 2019
Exchange
differences on
translation of
foreign financial
statements
$ (938,039)
(1,955,693)
-
$
(2,893,732)
$ (179,736)
(758,303)
-
$
(938,039)
Unrealized loss
from financial
assets
measured at
fair value
through other
comprehensive
income
(103,061)
-
(14,714)
(117,775)
(94,098)
-
(8,963)
(103,061)
Total
(1,041,100)
(1,955,693)
(14,714)
(3,011,507)
(273,834)
(758,303)
(8,963)
(1,041,100)

(l) Share-based payment

As of December 31, 2020, the Group had 3 share-based payment arrangements as follows:

Grant date
Grant unit
Exercise price (Notes 1-5)
Deal period
Vested Conditions
The 8th batch of
Employee Stock
Option Plan
The 9th batch of
Employee Stock
Option Plan
2016.5.10
2016.8.11
97,500
2,500
38.0
36.6
8years
8years
Duration of two years
duration and at certain
proportion
Duration of two years
duration and at certain
proportion
  • Note 1: The Company approved to distribute its cash dividends in 2016. As a result, the exercise price of the 8th batch of the employee stock option plan was adjusted to $35.3 dollars in accordance with the offering and exercising terms and conditions of ESOP.

Note 2: The Company approved to distribute its cash dividends in 2017. As a result, the exercise price of the 8th and 9th batch of the employee stock option plan were adjusted to $ 34.3 dollars and $ 35.5 dollars, respectively, in accordance with the offering and exercising terms and conditions of ESOP.

(Continued)

41

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • Note 3: The Company approved to distribute its cash dividends in 2018. As a result, the exercise price of the 8th and 9th batch of the employee stock option plan were adjusted to $33.1 dollars and $34.3 dollars, respectively, in accordance with the offering and exercising terms and conditions of ESOP.

  • Note 4: The Company approved to distribute its cash dividends in 2019. As a result, the exercise price of the 8th and 9th batch of the employee stock option plan were adjusted to $29.2 dollars and $30.3 dollars, respectively, in accordance with the offering and exercising terms and conditions of ESOP.

  • Note 5: The Company approved to distribute its cash dividends in 2020. As a result, the exercise price of the 8th and 9 the batch of the employee stock option plan were adjusted to $28.5 dollars and $29.6 dollars, respectively, in accordance with the offering and exercising terms and conditions of ESOP.

(i) Determining the fair value of equity instruments granted

Options granted were priced using the Black-Scholes pricing model and the inputs to the model were as follows:

were as follows:
The 8th batch The 9th batch
of Employee of Employee
Stock Option Stock Option
Plan Plan
Dividend yield %
-
%
-
Expected volatility %
55.47
%
45.80
Risk-free rate %
0.5728
%
0.529
Fair value of unit stock option (dollar) $ 18.77 15.30

Expected volatility is based on weighted average of historical volatility, and it is adjusted accordingly when there is additional market information about the volatility. The expected term of stock option is based on each of the Group's issued stock option plans. Expected dividend and risk-free rate is determined based on government bonds.

(ii) Relevant information of employee stock option plans

The Company:

The Company:
Outstanding at January 1,
Options granted
Options expired
Options forfeited
Outstanding at December 31,
Options exercisable at December 31,
For the years ended December 31,
2020
Weighted-
average
exercise
(price TWD)
Number of
options
(Thousand
Units)
$ 29.22
28,202
28.52
(21,381)
-
-
28.55
(2,359)
28.51
4,462
28.51
4,462
2019
Weighted-
average
exercise
(price TWD)
Number of
options
(Thousand
Units)
34.49
109,382
29.22
(20,185)
35.60
(60,367)
29.25
(628)
29.22
28,202
29.23
5,617
Weighted-
average
exercise
(price TWD)
$ 29.22
28.52
-
28.55
28.51
28.51
Weighted-
average
exercise
(price TWD)
34.49
29.22
35.60
29.25
29.22
29.23
28,202
5,617

Further details of the stock options of the Group were as follows:

Range of exercise price (dollar)
Weighted average of remaining option plan period (year)
December 31,
2020
December 31,
2019
28.5~29.6
29.2~33.1
3.35~3.61
4.36~4.61

(Continued)

42

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(iii) Compensation cost

Compensation cost arising from share options granted to
employees
(m)
Earnings per share
Basic earnings per share:
Net profit attributable to the Company
Weighted-average number of ordinary shares outstanding
Basic earnings per share (dollar)
Diluted earnings per share:
Net profit attributable to the Company (basic and diluted)
Effect of dilutive potential ordinary shares
Weighted-average number of ordinary shares (basic)
Effect of employee share option
Effect of employee remuneration
Weighted-average number of ordinary shares (diluted)
Diluted earnings per share (dollar)
For the years ended
December 31,
For the years ended
December 31,
2020
2019
$
58,420
150,116
For the years ended December 31,
2019
2020
$
7,686,041
3,065,482
$
2.51
$
7,686,041
3,065,482
8,474
8,408
3,082,364
$
2.49
2019
9,824,599
3,045,219
3.23
9,824,599
3,045,219
22,392
14,052
3,081,663
3.19

(n) Revenue from contracts with customers

(i) Disaggregation of revenue

Primary geographic markets:
Taiwan
Japan
Malaysia
Korea
China
USA
Thailand
Germany
Vietnam
Singapore
Other countries
For the years ended December 31, 2020 For the years ended December 31, 2020 For the years ended December 31, 2020
Manufacturing
department
$ 18,120,076
-
322,911
78,949
25,283,420
51,618
486,818
-
61,422
243,569
227,270
$
44,876,053
Overseas sales
department
1,746,814
1,512,613
1,190,737
410,401
6,919,169
496,534
1,155,251
552,366
528,538
283,916
1,333,122
16,129,461
Total
19,866,890
1,512,613
1,513,648
489,350
32,202,589
548,152
1,642,069
552,366
589,960
527,485
1,560,392
61,005,514

(Continued)

43

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Major products line:
Dynamic Random Access Memory
(DRAM)
Others
Primary geographic markets:
Taiwan
Japan
Malaysia
Korea
China
USA
Thailand
Germany
Vietnam
Singapore
Other countries
Major products line:
Dynamic Random Access Memory
(DRAM)
Others
(ii)
Contract balances
Notes receivable-related parties from
nonoperating activities
Notes receivable(including related
parties)
Less: allowance for impairment
Total
For the years ended December 31, 2020
Manufacturing
department
Overseas sales
department
Total
$ 44,737,923
16,128,397
60,866,320
138,130
1,064
139,194
$
44,876,053
16,129,461
61,005,514
For the years ended December 31, 2019
Manufacturing
department
Overseas sales
department
Total
$ 19,426,583
588,110
20,014,693
-
1,762,307
1,762,307
106,853
827,297
934,150
165,693
552,319
718,012
18,376,066
6,151,341
24,527,407
254,778
164,345
419,123
419,045
658,794
1,077,839
-
378,191
378,191
23,150
13,682
36,832
159,393
159,751
319,144
258,745
1,281,015
1,539,760
$
39,190,306
12,537,152
51,727,458
$ 38,981,075
12,536,039
51,517,114
209,231
1,113
210,344
$
39,190,306
12,537,152
51,727,458
December 31,
2020
December 31,
2019
January 1,
2019
$ -
41,545
481
7,876,165
7,291,735
9,772,558
-
-
(9,298)
$
7,876,165
7,333,280
9,763,741

For details on notes and accounts receivable (including related parties), and loss allowance for impairment, please refer to note 6(b).

(Continued)

44

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(o) Remuneration to employees

According to the Group's articles of incorporation, if the Group makes a profit, it should appropriate for employee compensation which is calculated based on 1% to 12% of the Group's net income before tax before deduction of employee compensation, and after offsetting accumulated deficits, if any, should be distributed as employee compensations. Employees who are entitled to receive the above-mentioned employee compensation, in shares or cash, include the employees of the subsidiaries of the Group who meet certain specific requirements.

The estimated employee remuneration which was charged to profit or loss under operating costs or expense amounted to $600,000 and $800,000 for the years ended December 31, 2020 and 2019, respectively. This employee remuneration was estimated based on the Company's net income before tax before deducting any employee compensation, according to the earnings allocation method as stated under the Company's articles of association. If there is any difference between the actual amounts and the estimated amounts of employee remuneration to employees after the financial reports are issued, the management of the Company is expecting that the differences will be treated as a change in accounting estimates and recognized through profit or loss in the following year.

There is no difference between the estimated amounts of employee remuneration for the years ended December 31, 2020 and 2019, and he financial statements for the years ended December 31, 2020 and 2019, which were approved by the Company's Board of Directors.

  • (p) Non-operating income and expenses

  • (i) Interest income

Interest income
Interest income from bank deposits and short-term notes
Interest income from financial lease receivables
For the years ended
December 31,
2020
2019
$ 602,919
1,206,864
78,316
96,730
$
681,235
1,303,594
2020
$ 602,919
78,316
$
681,235
  • (i) Other gains and losses
Gain or loss on disposal of property, plant and equipment
Foreign exchange gains (losses)
Reversal of impairment loss (impairment loss) on non-
financial assets
Others
For the years ended
December 31,
2020
2019
$ (6,642)
4,424
(754,936)
(186,184)
-
213,282
183,308
183,227
$
(578,270)
214,749
2020
$ (6,642)
(754,936)
-
183,308
$
(578,270)

(Continued)

45

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Finance costs

Financing from other related parties
Amortization interest of lease liabilities
Others
For the years ended
December 31,
2020
2019
$ 94
140
12,833
2,933
190
191
$
13,117
3,264
For the years ended
December 31,
2020
2019
$ 94
140
12,833
2,933
190
191
$
13,117
3,264
2019
140
2,933
191
3,264

(q) Financial instruments

  • (i) Credit risk

  • 1) Exposure to credit risk

The carrying amount of financial assets represents the maximum exposure to credit risk.

  • 2) Concentration of credit risk

The majority of the Group's customers are mostly those in the high-tech industry. In order to reduce accounts receivable credit risk, the Group continuously assesses the financial condition of its customers. If it is necessary, the Group will ask for guarantees or warranties. The Group still regularly assesses the likelihood of collectability of accounts receivable and sets aside allowance for bad debts, based on the result of management�s evaluation of the overall amounts of bad debts.

As of December 31, 2020 and 2019, the Group's major customers consisted of five customers which accounted for 45.83% and 42.66%, respectively, of accounts receivable so that management believes the concentration of credit risk.

  • 3) Credit risk of receivables

For credit risk exposure of notes and accounts receivables, please refer to note 6(b).

Other financial assets at amortized cost includes other receivables, time deposits and refundable deposits.

Considering that the Group deals only with other external parties with good credit standing and with the above investment grade financial institutions, all of the above financial assets are considered to have low credit risk.

As of December 31, 2020 and 2019, no allowance for impairment was provided because there was no indication of credit-impaired for the 12-month ECL or lifetime ECL allowance for other financial assets measured at amortized cost.

(Continued)

46

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Liquidity risk

The following are the remaining contractual maturities at the end of the reporting period of financial liabilities, including estimated interest payments but excluding the impact of netting agreements:

December 31, 2020
Non-derivative financial liabilities
Accounts payable (including related parties)
Other payables (including related parties)
Lease liabilities (including current portion)
December 31, 2019
Non-derivative financial liabilities
Financing from other related parties
Accounts payable (including related parties)
Other payables (including related parties)
Lease liabilities-(current)
Carrying
amount
$ 2,111,774
5,281,380
1,796,084
Contractual
cash flow
2,111,774
5,281,380
1,914,405
9,307,559
3,635
2,705,781
7,852,560
100,336
10,662,312
Within 6
months
2,111,774
5,281,380
100,758
6-12months
-
-
100,758
1-2years
-
-
201,516
201,516
-
-
-
-
-
2-5years
-
-
604,549
Over 5 years
-
-
906,824
$
9,189,238
$ 3,450
2,705,781
7,852,560
99,924
7,493,912
3,635
2,705,781
7,852,560
100,336
100,758
-
-
-
-
604,549
-
-
-
-
906,824
-
-
-
-
$
10,661,715
10,662,312 - - -

It is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts.

  • (iii) Currency risk

1) Exposure to currency risk

The Group's significant exposure to foreign currency risk was as follows:

Financial assets:
Monetary items
USD
JPY
EUR
HKD
Financial liabilities:
Monetary items
USD
JPY
EUR
December 31, 2020
Foreign
currency
(in thousands)
Exchange
rate
(dollars)
New Taiwan
Dollars
$ 299,515
28.508
8,538,574
770,896
0.2724
209,992
42
34.5600
1,452
1,379
3.6257
5,000
$ 115,140
28.508
3,282,411
1,272,668
0.2724
346,675
150
34.5600
5,184
December 31, 2020
Foreign
currency
(in thousands)
Exchange
rate
(dollars)
New Taiwan
Dollars
$ 299,515
28.508
8,538,574
770,896
0.2724
209,992
42
34.5600
1,452
1,379
3.6257
5,000
$ 115,140
28.508
3,282,411
1,272,668
0.2724
346,675
150
34.5600
5,184
December 31, 2019 December 31, 2019
Foreign
currency
(in thousands)
$ 299,515
770,896
42
1,379
$ 115,140
1,272,668
150
Exchange
rate
(dollars)
28.508
0.2724
34.5600
3.6257
28.508
0.2724
34.5600
Foreign
currency
(in thousands)
242,435
888,926
144
227,936
112,965
2,014,894
4,616
Exchange
rate
(dollars)
New Taiwan
Dollars
30.106
7,298,748
0.2763
245,610
33.6895
4,851
3.8634
880,608
30.106
3,400,924
0.2763
556,715
33.6895
155,511

(Continued)

47

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

2) Sensitivity analysis

The Group's exposure to foreign currency risk arises from the translation of the foreign currency exchange fluctuations on cash and cash equivalents, accounts receivable, accounts payable (including related parties) and other payable (including related parties) which are denominated in different foreign currencies. A 1% depreciation of the TWD against the USD, JPY, EUR and HKD as of December 31, 2020 and 2019 would have increased the net income before tax by $51,207 and $43,167 for the years ended December 31, 2020 and 2019, respectively. This 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 as prior year.

Since the Group has many kinds of functional currency, the information on foreign exchange loss on monetary items is disclosed by total amount. For the years ended December 31, 2020 and 2019, foreign exchange gain (including realized and unrealized portions) amounted to $754,936 and $186,184, respectively.

(iv) interest rate analysis

Please refer to the notes on liquidity risk management and interest rate exposure of the Group's financial liabilities.

The following sensitivity analysis is based on the exposure to the interest rate risk of derivative and non-derivative 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 by 1% 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 by 1 basis points, the Group�s net income would have increased or decreased by $35 for the year ended December 31, 2019 with all other variable factors remaining constant. This is mainly due to the Group�s borrowing at variable rates and investment in variable-rate bills.

(v) Fair value of financial instruments

  • 1) Types and fair value of financial instruments

The carrying amount and fair value of the Group's financial assets and liabilities, including the information on fair value hierarchy were as follows; however, except as described on 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:

(Continued)

48

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Financial assets measured at amortized
cost
Cash and cash equivalents
Accounts receivable (including
related parties)
Other receivables
Lease payments receivable (including
current portion)
Total
Financial liabilities measured at
amortized cost
Accounts payable (including related
parties)
Other payables (including related
parties)
Lease liabilities (including current
portion)
Total
Financial assets measured at amortized
cost
Cash and cash equivalents

Notes and accounts receivable
Other receivables
Lease payments receivable (including
current portion)
Total

Financial liabilities measured at
amortized cost
Accounts payable (including related
parties)

Other payables (including related
parties)
Lease liabilities-current
Total
December 31, 2020 December 31, 2020 December 31, 2020
Book Value
$ 51,725,906
7,876,165
1,289,669
689,886
$
61,581,626
$ 2,111,774
5,281,380
1,796,084
$
9,189,238
Fair Value
Level 1
Level 2
Level 3
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
December 31, 2019
Fair Value
Level 3
-
-
-
-
-
-
-
-
-
9
Total
-
-
-
-
-
-
-
-
-
Total
-
-
-
-
Book Value
$ 44,148,979
7,333,280
1,434,729
875,900
$
53,792,888
$ 2,706,958
7,856,010
99,924
$
10,662,892
Fair Value
Level 1
-
-
-
-
-
-
-
-
-
Level 2
-
-
-
-
-
-
-
-
-
Level 3
-
-
-
-
-
-
-
-
-
-
-
-
-
-
  - 2) There were no transfers from financial assets at fair value for the years ended December 31, 2020 and 2019.
  • (r) Financial risk management

  • (i) Nature and extent

The Group has the following exposure risks for holding certain financial instruments:

  • 1) Credit risk

  • 2) Liquidity risk

(Continued)

49

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

3) Market risk

The following further discloses detailed information about exposure risk arising from the aforementioned risks and the Group's objectives, policies and processes for measuring and managing the above mentioned risks. For more disclosures about the quantitative effects of these exposure risks, please refer to the respective notes in the accompanying consolidated financial statements.

(ii) Framework of risk management

The Group's board of directors has overall responsibility for the establishment and oversight of the risk management framework.

The Group's risk management policies are established to identify and analyze the risks being 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 changes in market conditions and the Group's activities. The Group, through their 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 Group's board of directors oversees how management monitors compliance with the risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group's 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.

(iii) 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, and arises principally from the Group's receivables from customers, bank deposits and investments.

1) Accounts receivable

The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Group's customer base, including the default risk of the industry and country in which customers operate, as these factors may have an influence on credit risk.

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. Purchase limits are established for each customer, which represent the maximum open amount without requiring approval from the Group; these limits are reviewed quarterly. Customers that fail to meet the Group's benchmark creditworthiness may transact with the Group only on a prepayment basis.

(Continued)

50

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group established an impairment allowance that represents its estimate of incurred losses in respect of accounts receivable and other investments. Major components of this impairment allowance are specific loss component that is related to individually significant exposure and collective loss component where the loss is incurred but not identified. The collective component is based on historical payment experience of similar financial assets.

2) Investment

The credit risk exposure in the bank deposits and other financial instruments are measured and monitored by the Group's finance department. Considering that the Company deals only with banks and other external parties with good credit standing and with above investment grade financial institutions, corporate organization and government agencies, management is not expecting non-compliance issues and significant credit risk.

3) Guarantees

The Group�s policy is to provide financial guarantees only to wholly owned subsidiaries. At December 31, 2020 and 2019, no other guarantees were outstanding.

(iv) Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. Also, the Group's approach to managing liquidity is to ensure, as much as possible, that it will always have sufficient current funds, such as cash and cash equivalents, securities with high liquidity and sufficient credit line from banks, to meet its liabilities when due, without incurring unacceptable losses or risking damage to the consolidated Group's reputation.

The Group has unused bank facilities for $20,072,000 and $17,479,000 as of December 31, 2020 and 2019.

(v) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

The Group buys and sells derivatives in order to reduce market risks. All these transactions are made in accordance with the risk management policy.

1) Currency risk

The Group's exposure to currency risk is on sales, purchases and borrowings that are denominated in a currency other than the respective functional currencies of the Group, primarily the New Taiwan Dollars (NTD). The currencies used in these transactions are denominated in NTD, USD, JPY, EUR and HKD.

(Continued)

51

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

2) Interest rate risk

The Group adopts a policy of entering into financial instrument transaction that fixes interest rate, such as interest rate swaps, by predicting the trend of future interest rate. All of the Group's long-term loans bear floating interest rates. However, as the range of fluctuation of the interest rates during the term of agreements is acceptable, the Group believes that their interest rate risk need not be hedged.

(s) Capital management

The Group's policy is to maintain a strong capital base in order to maintain investor, creditor and market confidence and to sustain future development of the business. Capital consists of the Group's equity.

The Group may adjust the payment of dividend to shareholders, return cash to shareholders through capital reduction, issue new shares or sell held for sale assets in order to pay off its liabilities. Likewise, the Group monitors its debt-to-capital ratio which serves as the basis to control capital, the same practice as the other companies in the industry. The Group's debt-to-capital ratio on reporting date was as follows:

Total Liabilities
Deduct: cash and cash equivalents
Net liabilities
Total equity
Debt-to-capital ratio
December 31,
2020
$ 11,819,953
(51,725,906)
$
(39,905,953)
$
153,812,027
%
(25.94)
December 31,
2019
13,089,099
(44,148,979)
(31,059,880)
152,011,553
%
(20.43)

The Group has not changed its capital management strategy as of December 31, 2020.

(t) The investing and financing activities on non-cash transactions

The Group's investing and financing activities on non-cash transactions for the years ended December 31, 2020 and 2019 were as follows:

  • (i) Acquisition of right-of-use assets by lease, please refer to Note6(f).

(Continued)

52

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii)

Acquisition of property, plant and equipment
Add: Payables on equipment at beginning of period others
Less: Payables on equipment at end of period
Others
Cash Paid
Acquisition of intangible assets
Add: Payables on patent authorization at beginning of
period
Less: Payables on patent authorization at end of period
Others
Cash paid
Retirement of treasury shares
For the years ended
December 31,
For the years ended
December 31,
2020
2019
$ 8,364,592
4,086,167
973,002
2,383,093
(693,313)
(973,002)
(167,843)
(1)
$
8,476,438
5,496,257
For the years ended
December 31,
2020
2019
$ 1,650,880
377,975
204,017
-
(917,376)
(204,017)
(58,864)
(9,292)
$
878,657
164,666
For the years
ended
December 31,
2019
2,665,621
For the years ended
December 31,
For the years ended
December 31,
2020
2019
$ 8,364,592
4,086,167
973,002
2,383,093
(693,313)
(973,002)
(167,843)
(1)
$
8,476,438
5,496,257
For the years ended
December 31,
2020
2019
$ 1,650,880
377,975
204,017
-
(917,376)
(204,017)
(58,864)
(9,292)
$
878,657
164,666
For the years
ended
December 31,
2019
2,665,621
For the years ended
December 31,
For the years ended
December 31,
2020
2019
$ 8,364,592
4,086,167
973,002
2,383,093
(693,313)
(973,002)
(167,843)
(1)
$
8,476,438
5,496,257
For the years ended
December 31,
2020
2019
$ 1,650,880
377,975
204,017
-
(917,376)
(204,017)
(58,864)
(9,292)
$
878,657
164,666
For the years
ended
December 31,
2019
2,665,621
2020
$ 1,650,880
204,017
(917,376)
(58,864)
$
878,657

(iii) Retirement of treasury shares

(iv) Reconciliation of liabilities arising from financing activities was as follow:

Lease liabilities
Lease liabilities
January 1,
2020
$
99,924
January 1,
2019
$
300,605
Cash flow
(188,459)
Cash flow
(184,115)
Non-Cash changes Non-Cash changes Non-Cash changes December 31,
2020
Additions
Increased by
other
payables
Interest
expense
1,884,277
(70)
412
Non-Cash changes
1,796,084
December 31,
2019
Change in an
index of lease
payment
(2,776)
Increased by
other
payables
(16,723)
Interest
expense
2,933
99,924

(Continued)

53

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(7) Related-party transactions:

  • (a) Names and relationship with related parties

The following are entities that have had transactions with related party during the periods covered in the consolidated financial statements.

Name of related party Relationship with the Group Formosa Petrochemical Corporation The Group's other related parties Fromosa Carpet Co.,Ltd The Group's other related parties Nan Ya Photonics Incorporation The Group's other related parties Formosa Technologies (Nanjing) Corporation The Group's other related parties Formosa Sumco Technology Corporation The Group's other related parties Formosa Advanced Technologies Co., Ltd. The Group's associates (referred to as "FATC") Formosa Technologies Corporation The Group's other related parties Formosa Biomedical Technology Corp. The Group's other related parties Formosa Plastics Corporation The Group's other related parties Formosa Waters Technology Co., Ltd. The Group's other related parties Nan Ya Plastics Corporation Formosa Taffeta Co., Ltd. The Group's other related parties

The Group's other related parties The Group's other related parties The Group's other related parties The Group's other related parties The entity with significant influence over the Group The Group's other related parties

  • (b) Significant transactions with related parties

  • (i) Sales to related parties

Sales

Sales
Relationship For the year ended
December 31,
2020
2019
$
9,271
-
Accounts receivable to
related parties
2020
$
9,271
December
31, 2020
8,237
December
31, 2019
Associates -

The terms and pricing of sales with associates were not significantly different from normal selling price, which is collected every15th of the following month. Amounts receivable from related parties were uncollateralized, and no expected credit loss were required after the assessment by the management.

(Continued)

54

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Purchase from related parties

Relationship Purchases
For the year ended
December 31,
2020
2019
$ 89,770
98,740
801
1,157
573,342
1,199,180
233,946
305,673
$
897,859
1,604,750
Accounts payable to
related parties
December
31, 2020
December
31, 2019
9,686
6,183
-
-
71,257
119,204
3,735
7,812
84,678
133,199
Accounts payable to
related parties
December
31, 2020
December
31, 2019
9,686
6,183
-
-
71,257
119,204
3,735
7,812
84,678
133,199
2020
$ 89,770
801
573,342
233,946
$
897,859
December
31, 2019
Entities with significant influence over the Group
Associates
Other related parties:
Formosa Sumco Technology Corporation
Other related parties
6,183
-
119,204
7,812
133,199

The terms and pricing of purchase transactions with related parties were not significantly different from those offered by other vendors. The payment terms ranged from one to two months, which were no different from the payment terms given by other vendors.

(iii) Consigned out for processing

Relationship Amount
For the year ended
December 31,
2020
2019
$ 7,136,528
7,088,474
Other payables to
related parties
December
31, 2020
December
31, 2019
1,049,080
1,202,342
Other payables to
related parties
December
31, 2020
December
31, 2019
1,049,080
1,202,342
2020 December
31, 2019
Associates $ 7,136,528 1,202,342

The term of transactions with the related parties above is 60 days after the end of each month when processed consigned goods are received.

(iv) Financing from related parties

Relationship Relationship Financial costs
For the year ended December 31
2020
2019
$
94
140
Other payables to related parties
Financial costs Financial costs Financial costs Financial costs
For the year ended December 31
2019
Other related parties:
Formosa Technologies (Nanjing) Corporation
Relationship
Other related parties:
Formosa Technologies (Nanjing) Corporation$
Balance of borrowings
December
31, 2020
December
31, 2019

-
3,450
Interest payable
December
31, 2020

-
December
31, 2020
December
31, 2019
- 65

(Continued)

55

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(v) Property transactions

1) Acquisition of equipment

1)
Acquisition of equipment
Acquisition price
For the years ended
December 31,

Relationship
2020
2019
Entities with significant influence over the Group$ 40,550
-
Other related parties
-
340
$
40,550
340
Other payables to related
parties
December
31, 2020
20,830
-
20,830
December
31, 2019
-
-
-

2) Acquisition of Financial Assets

Relationship
Other related parties-
Formosa Taffeta Co., Ltd.
Financial
Statement
Account
For the year ended December 31, 2019
Item of transaction
Acquisition
price
Shares of stock of
Formosa Advanced
Technologies Co., Ltd.
$
2,049,483
Number of
Shares
(in thousands)
Investments
accounted for using
equity method
57,489

(vi) Leases

Relationship
Entities with significant influence over the Group
Acquisition price Acquisition price
For the years ended
December 31,
2020
$
62,391
2019
49,426

The rentals charged to the entities with significant influence over the Company are determined based on the local market prices, and rents are paid monthly.

The Group entered into 9 to 10 years lease agreements between July and August 2020, as well as a 3-year lease agreement in July 2017, with Nan Ya Plastics Corporation, at the total values of $2,015,018 and $617,862, respectively. Also, for the years ended December 31, 2020 and 2019, the Group recognized the amount of $12,833 and $2,933, as interest expense, respectively. Furthermore, as of December 31, 2020 and 2019, the balance of lease liabilities amounted to $1,796,084 and $99,924, respectively. In additions, for the year ended December 31, 2020, the Group recognized the additional amount of $1,884,277 of right-of-use assets. Please refer to Note 6(f) for the details on right-of-use assets.

(Continued)

56

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(vii) Others

Relationship
Associates
Other income
For the years ended
December 31
2020
2019
$
3,635
41,545
Notes receivable from
related parties
Notes receivable from
related parties
2020
$
3,635
December
31, 2020
-
December
31, 2019
41,545

(c) Key management personnel compensation

Key management personnel compensation comprised:

Short-term employee benefits
Share-based payment
For the years ended
December 31,
2020
2019
$ 77,621
103,456
702
3,942
$
78,323
107,398
For the years ended
December 31,
2020
2019
$ 77,621
103,456
702
3,942
$
78,323
107,398
2019
103,456
3,942
107,398

Please refer to Note 6(l) for the details of share-based payment.

(8) Pledged assets:

The Group�s assets pledged to secure loans are as follows:

Pledged assets
Other non-current assets
Object December 31,
2020
$
5,573
December 31,
2019
Office leasing 5,122

(9) Commitments and contingencies:

  • (a) Significant commitments
Guarantees for importation goods provided by bank
Unused letters of credit
Total
December 31,
2020
$ 935,000
660,779
$
1,595,779
December 31,
2019
1,045,000
39,023
1,084,023

(Continued)

57

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (b) Contingent liabilities

  • (i) In 2000, the Company was charged by Brazil's Ministry of Justice as being involved in the International Monopolies, which influences Brazil's DRAM market. Consequently, the Company, other large international companies and individuals are investigated at the same time. The lawsuit was in a court hearing. The Company has engaged counsels to properly handle it to ensure the Company's rights.

  • (ii) In October 2016, Lone Star Silicon Innovations LLC (Lone Star) filed a lawsuit against Nanya Technology Corp. (Nanya) and two of its subsidiaries, Nanya Technology Corp., USA (NTC USA) and Nanya Technology Corp., Delaware (NTC Delaware), to the US District Court of East Texas for patent infringement. The lawsuit was handed over to the US District Court of Northern California in July 2017, wherein it was denied in January 2018. Therefore, Lone Star appealed to the US Court of Appeals for the Federal Circuit on the said matter. The case is still in progress. The Group has engaged lawyers to handle the case to ensure its rights.

  • (iii) In November 2019, Monterey Research LLC (Monterey) filed a lawsuit against Nanya Technology Corp. (Nanya) and two of its subsidiaries, Nanya Technology Corp., USA (NTC USA) and Nanya Technology Corp., Delaware (NTC Delaware), to the US District Court of Delaware for patent infringement. The Company has engaged counsels to properly handle it to ensure the Company's rights.

  • (iv) The original Joint Venture agreement signed by the Company, Micron Technology, Inc. and its related parties was terminated after Micron Semiconductor Co. completed its share-swap with Micron Technology Taiwan. Both parties had mutually agreed to sign a cooperation agreement, the details of the agreement were as follows:

    • 1) The estimated cost for improving specific environmental safety and factory facilities in mutually operating period of joint venture agreement amounted to US$54,030 thousand; the Company agreed to share the 50% portion of the total costs and accrued it as expense of $850,000 (USD27,015 thousand) to other payable. The Company will share the cost based on the actual amounts at the appointed time. As of December 31, 2020 and 2019, the payment amounting to $200,950 and $47,200 had been recognized by the Company, respectively.

    • 2) The Company agreed to share the 50% portion of the total losses for penalty, improving costs and suspending operation before the date of share-swap in the following two to five years due to an existing event of environmental safety and factory facilities which violated the laws.

(Continued)

58

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(10) Losses Due to Major Disasters: None

(11) Subsequent Events:

On January 15 and February 2, 2021, the Company approved to transfer 3,936 thousand and 4,064 thousand treasury shares, respectively, to its employees; of which, only 3,922 thousand and 3,980 thousand treasury shares, respectively, were transferred, at the average repurchase price of $57.4 dollars, with the subscription record dates respectively set on the same dates as above.

(12) Other:

(a) A summary of current-period employee benefits, depreciation, and amortization, by function, is as follows:

follows:
For the year ended December 31,
2020
For the year ended December 31,
2019
Cost of goods
sold
Operating
expenses
Total Cost of goods
sold
Operating
expenses
Total
Employee benefits
Salaries
Labor and health insurance
Pension expenses
Remuneration for directors
Other personnel expenses
Depreciation expenses
Amortization expenses
2,955,084
194,298
99,661
-
73,204
13,773,731
236,477
2,253,131
166,321
85,264
6,500
30,092
440,507
-
5,208,215
360,619
184,925
6,500
103,296
14,214,238
236,477
3,041,992
192,226
99,008
-
71,809
14,045,030
91,126
2,108,949
142,896
71,548
6,660
23,934
281,257
-
5,150,941
335,122
170,556
6,660
95,743
14,326,287
91,126

(Continued)

59

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements

(13) Other disclosures:

  • (a) Information on significant transactions:

The followings were the information on significant transactions required by the �Regulations Governing the Preparation of Financial Reports by Securities Issuers� for the Group for the year ended December 31, 2020:

  • (i) Loans to other parties: None

  • (ii) Guarantees and endorsements for other parties: None

  • (iii) Securities held at the reporting date (excluding investment in subsidiaries, associates and joint ventures):None

  • (iv) Information regarding purchase or sale of securities for the period exceeding $300 million or 20% of the capital stock: None

  • (v) Acquisition of individual real estate with amount exceeding $300 million or 20% of the Company's paid-in capital: None

  • (vi) Disposal of individual real estate with amount exceeding $300 million or 20% of the Company's paid-in capital: None

  • (vii) Related-party transaction for purchases and sales for which amounts exceeding $100 million or 20% of the Company's paidin capital:

(In Thousands of New Taiwan Dollars)

Name of
company
Related party Nature of
relationship
Transaction details Transaction details Transaction details Transactions
different fr
with terms
om 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)
The Company
The Company
The Company
The Company
Nanya
Technology
Corp.,
Delaware
Nanya
Technology
Corp., U.S.A
Nanya
Technology
Corp., Japan
Nanya
Technology
Corp., Europe
GmbH
Nanya
Technology
Corp., HK
The Company
The Company
Nanya Technology
Corp., U.S.A.
Nanya Technology
Corp., Japan
Nanya Technology
Corp., Europe
GmbH
Nanya Technology
Corp., HK
Nanya Technology
Corp
Nanya Technology
Corp
Nanya Technology
Corp
Nanya Technology
Corp
Nanya Technology
Corp
Formosa Sumco
Technology
Corporation
Formosa Biomedical
Technology
Corporation
Subsidiary
Subsidiary
Subsidiary
subsidiary
The parent company
The parent company
The parent company
The parent company
The parent company
Other related parties
Other related parties
(Sale)
(Sale)
(Sale)
(Sale)
(Sale)
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
(9,211,321)
(3,777,092)
(2,662,397)
(173,527)
(454,105)
9,211,321
3,777,092
2,662,397
173,527
573,342
156,534
(15.18)%
(6.22)%
(4.39)%
(0.29)%
100.00%
100.00%
100.00%
100.00%
100.00%
4.79%
1.31%
O/A 60~90Days
O/A 180Days
O/A 60~90Days
O/A 60~90 Days
O/A 60~90 Days
O/A 60~90Days
O/A 180Days
O/A 60~90Days
O/A 60~90Days
O/A 60Days
Payment after
arrival and
inspection of
good
-
-
-
-
-
-
-
-
-
-
-
1,436,308
740,886
465,705
36,866
46,251
(1,436,308)
(740,886)
(465,705)
(36,866)
(71,257)
(3,602)
17.44%
9.00%
5.65%
0.45%
100.00%
(100.00)%
(100.00)%
(100.00)%
(100.00)%
(3.37)%
(0.17)%
(Note)
(Note)
(Note)
(Note)
(Note)
(Note)
(Note)
(Note)
(Note)
-
-

Note: The transactions were written off in the consolidated financial statements.

(Continued)

60

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements

(viii) Receivables from related parties with amounts exceeding $100 million or 20% of the Company's paid-in capital:

(In Thousands of New Taiwan Dollars)

Name of
company
Counter-party Nature of
relationship
Ending balance of
accounts receivable
from related parties
Turnover
rate
Over due
Amounts received in
subsequent period
Allowance
for bad debts
Amount Action taken
The Company
The Company
The Company
Nanya Technology Corp., U.S.A.
Nanya Technology Corp., Japan
Nanya Technology Europe GmbH
Subsidiary
Subsidiary
Subsidiary
1,436,308
740,886
465,705
6.26
6.30
6.26
-
-
-
-
-
-
644,093
419,180
282,397
-
-
-

Note: the transactions were written off in the consolidated financial statements.

  • (ix) Trading in derivative instruments: None

  • (x) Business relationships and significant intercompany transactions:

(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. Name of company Name of counter-party Nature of
relationship
Intercompany transactions
Account name Amount Trading terms Percentage of the consolidated
net revenue or total assets
0
0
0
0
1
0
0
0
0
1
Nanya Technology Corp.


Nanya Technology Corp.


Nanya Technology Corp.


Nanya Technology Corp


Nanya Technology
Corp.Delaware

Nanya Technology Corp.


Nanya Technology Corp.


Nanya Technology Corp.


Nanya Technology Corp.


Nanya Technology
Corp.Delaware
Nanya Technology Corp.,
U.S.A
Nanya Technology Corp.,
Japan
Nanya Technology Europe
GmbH
Nanya Technology Corp.
HK
Nanya Technology Corp.
Nanya Technology Corp.,
U.S.A
Nanya Technology Corp.,
Japan
Nanya Technology Europe
GmbH
Nanya Technology Corp.
HK
Nanya Technology Corp.
1
1
1
1
2
1
1
1
1
2
Sales
Sales
Sales
Sales
Sales
Accounts receivable
Accounts receivable
Accounts receivable
Accounts receivable
Accounts receivable
9,211,321
3,777,092
2,662,397
173,527
454,105
1,436,308
740,886
465,705
36,866
46,251
On the basis of general
conditions
On the basis of general
conditions
On the basis of general
conditions
On the basis of general
conditions
On the basis of general
conditions
On the basis of general
conditions
On the basis of general
conditions
On the basis of general
conditions
On the basis of general
conditions
On the basis of general
conditions
15.10%
6.19%
4.36%
0.28%
0.74%
0.87%
0.45%
0.28%
0.02%
0.03%

Note 1: Assigned numbers represent the following:

  1. 0 represents the parent company.

  2. The subsidiaries are represented numerically starting from 1.

Note 2: The terms of transactions are defined as follows:

  1. Parent company to subsidiary.

  2. Subsidiary to parent company.

  3. Subsidiary to Subsidiary.
  • Note 3: The business relationship and significant transactions between the parent company and the subsidiary only disclose the importations of sales and account receivable, did not repeat about the purchase and account payable.

  • (b) Information on investees (excluding information on investees in Mainland China):

The following is the information on investees for the year ended December 31, 2020:

(In Thousands of New Taiwan Dollars / Shares)

Name of
investor
Name of investee Location Main
businesses and products
Original inves tment amount Balance as of December 31, 2020 Highest
Percentage
of ownership
Net income
of investee
Share of
profits
of investee
Note
December 31,
2020
December 31,
2019
Shares Percentage of
ownership
Carrying
value
The Company
The Company
The Company
The Company
The Company
The Company
Nanya Technology Corp., U.S.A.
Nanya Technology Corp., Delaware
Nanya Technology Corp., HK
Nanya Technology Corp., Japan
Nanya Technology International, Ltd.
Formosa Advanced Technologies
Co., Ltd.
U.S.A
U.S.A
Hong Kong
Japan
British
Virgin Island
Yunlin
Sales of semiconductor products
Design of semiconductor products
Sales of semiconductor products
Sales of semiconductor products
General investment business
Assembling, testing and producing
modules for IC
20,392
36,005
66,271
20,161
37,004,400
5,099,482
20,392
36,005
66,271
20,161
37,004,400
5,099,482
2
-
20
1
1
141,511
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
32.00
158,076
171,992
70,615
166,621
34,357,493
5,160,505
100.00
100.00
100.00
100.00
100.00
32.00
18,263
17,632
9,535
(15,847)
547,446
1,402,677
18,263
17,632
9,535
(15,847)
547,446
466,895
(Note1)
(Note1)
(Note1)
(Note1)
(Note 1)
(Note 2)

(Continued)

61

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements

Name of
investor
Name of investee Location Main
businesses and products
Original inves tment amount Balance a s of December 31, 2020 Highest
Percentage
of ownership
Net income
of investee
Share of
profits
of investee
Note
December 31,
2020
December 31,
2019
Shares
Percentage of
ownership
Carrying
value
Nanya
Technology
Corp., HK
Nanya Technology Europe GmbH
Germany Sales of semiconductor products 30,056 30,056 - %
100.00
71,181 100.00 4,242 4,242 (Note1)

Note: (1) The transactions were written off in the consolidated financial statements.

  • (2) Investment accounted for using equity method.

(c) Information on investment in mainland China:

  • (i) The names of investees in Mainland China, the main businesses and products, and other information:

(In Thousands of New Taiwan Dollars)

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, 2020
Investment flows Investment flows Accumulated
outflow of
investment from
Taiwan as of
December 31,
2020
Net
income

(losses)
of the
investee
Percentage
of
ownership
Highest
Percentage
of ownership
Investment
income
(losses)
Book
value
Accumulated
remittance of
earnings in
current period


Outflow
Inflow
Nanya
Technology
Corp.,
Shenzhen
Sales of semiconductor
products
28,080
(USD985
thousand)
(2) 28,080
(USD985
thousand
)
-
- 28,080
(USD985
thousand
)
3,681
100.00% 100.00 3,681
(Note 2
)
18,977
-

Note 1 Three types of investments were as follows:

  • (1) Investing directly in Mainland China

  • (2) Investing the companies in Mainland China through third parties.

  • (3) Others

Note 2 The financial statements were reviewed by a certified public accountant of the Taiwanese parent company.

Note3 The transactions were written off in thee consolidated financial statements.

(ii) Limitation on investment in Mainland China:

(In Thousands of New Taiwan Dollars)

Accumulated Investment in Mainland China as
of December 31, 2020 (Note 1)
Investment Amounts Authorized by
Investment Commission, MOEA (Note 1
)
Upper Limit on Investment
(Note 2)
28,080
(USD985 thousand)
28,080
(USD985 thousand)
92,287,216

Note 1 The exchange rate of New Taiwan dollars to US dollars on December 31, 2020 was USD1 TWD 28.508

Note 2 60% of net equity.

  • (iii) Significant transactions: None

(Continued)

62

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements

  • (d) Information on major shareholders:
Information on major shareholders:
Shareholding
Shareholder�s Name
Shares Percentage
Nan Ya Plastics Corporation 907,303,775 %
29.31
Formosa Chemicals & Fibre Corporation 334,815,409 %
10.81
Formosa Plastics Corporation 334,815,409 %
10.81
Formosa Petrochemical Corp 334,815,409 %
10.81
  • Note 1: The information on major shareholders, which is provided by the Taiwan Depository & Clearing Corporation, summarized the shareholders who held over 5% of total non-physical ordinary shares and preference shares (including treasury shares) on the last business date of each quarter. The actual registered non-physical shares may be different from the capital shares disclosed in the financial statement due to different calculation basis.

  • Note 2: If shares are entrusted, the above information regarding such shares will be revealed by each trustors of individual trust ac count. The shareholders holding more than 10% of the total shares of the company should declare insider�s equity according to Securities and Exchange Act. The numbers of the shares declared by the insider include the shares of the trust assets which the insider has discretion over use. For details of the insider�s equity announcement please refer to the TWSE website.

(14) Segment information:

  • (a) General information:

The Group has 4 reporting segments: segment of manufacturing, segment of oversea sales , segment of oversea overseas R&D, and segment of investment. The segment of manufacturing is responsible for the manufacture and sales of semiconductor products; the segment of oversea sales is responsible for the sales of semiconductor products; the segment of overseas R&D is responsible for research and development of semiconductor products; and the segment of investment is responsible for investment securities.

The operating decision maker, on the other hand, uses the geographic area information as its management framework in managing the segments mentioned above.

  • (b) The income of the reporting segment, segment assets, segment liabilities and the information of the measure basis and reconciliation.

The accounting policies of each segment was similar to those described in note 4 �significant accounting policies�. The performance evaluation of each department is based on the gain or loss of the Group�s operating department, which is measured using the profit before tax. The Group treated intersegment sales and transfers as third-party transactions. They are measured at market price.

No tax expenses(income) were allocated to the reporting segment and the reportable amounts were same as to the report used by the chief operating decision maker.

63

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements

The Group�s operating segment information and reconciliation are as follows:

Revenue:
From external customers
From sales among intersegments
Total revenue
Interest expense
Depreciation and amortization
Share of profit (loss) of associates accounted
for using equity method, net
Other non-cash significant item:
Reportable segment profit or loss
Capital expenditure of non-current assets
Reportable segments assets
Reportable segments liabilities
Revenue:
From external customers
From sales among intersegments
Total revenue
Interest expense
Depreciation and amortization
Share of profit (loss) of associates accounted
for using equity method, net
Other non-cash significant item:
Reversal of impairment loss on non-
financial assets
Reversal of impairment loss on non-
financial assets
Reportable segment profit or loss
Capital expenditure of non-current assets
Reportable segments assets
Reportable segments liabilities
For the year ended December 31, 2020 For the year ended December 31, 2020 For the year ended December 31, 2020 For the year ended December 31, 2020
Overseas
sales
division
$ 16,129,461
53,891
$
16,183,352
$ 94
6,192
7,923
$
23,811
14,968
$
3,119,912
$
2,713,185
Overseas
R&D
division
Manufacturing
divisions
Investment
divisions
Adjustments
and eliminated
-
44,876,053
-
-
454,105
15,824,337
-
(16,332,333)
454,105
60,700,390
-
(16,332,333)
-
13,023
-
-
3,519
14,441,004
-
-
-
1,043,924
-
(584,952)
22,971
8,974,018
547,446
(577,029)
17,147
82,745,077
-
-
195,825
165,624,472
34,357,531
(37,665,760)
23,832
11,812,445
38
(2,729,547)
For the year ended December 31, 2019
Total
61,005,514
-
61,005,514
13,117
14,450,715
466,895
8,991,217
82,777,192
165,631,980
11,819,953
Overseas
R&D
division
-
462,733
462,733
-
2,112
-
-
-
23,698
5,063
178,026
14,345
Manufacturing
divisions
39,190,306
12,285,189
51,475,495
3,124
14,409,157
1,188,213
-
213,282
11,208,374
85,909,812
165,093,440
13,081,887
Investment
divisions
-
-
-
-
-
-
-
-
950,976
-
37,056,800
18
Adjustments
and eliminated
-
(12,802,105)
(12,802,105)
-
-
(1,011,183)
-
-
(1,004,339)
-
(40,069,983)
(2,446,260)
Total
51,727,458
-
51,727,458
3,264
14,417,413
183,875
9,508
213,282
11,225,282
85,926,044
165,100,652
13,089,099

(c) Types of products and service:

The Group's revenue from external customer were as follows:

Products and service
DRAM
Others
Total
For the year ended , For the year ended ,
December 31,
2020
$ 60,866,320
139,194
$
61,005,514
December 31,
2019
51,517,114
210,344
51,727,458

64

NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements

(d) Geographic area information

The Group's revenue from operations from external customers by location of operations and information concerning the location of its non-current assets were as follows:

District
From external clients:
Taiwan
USA
Japan
Mainland China
Other countries
Total
District
Non-current assets:
Taiwan
Other countries
Total
For the year ended , For the year ended ,
December 31,
2020
$ 19,866,890
548,152
1,512,613
32,202,589
6,875,270
$
61,005,514
December 31,
2020
$ 82,745,077
32,115
$
82,777,192
December 31,
2019
20,014,693
419,123
1,762,307
24,527,407
5,003,928
51,727,458
December 31,
2019
85,909,812
16,232
85,926,044

Non-current assets included property, plant and equipment, right-of-use assets and intangible asset, excluding financial instruments and deferred tax assets.

(e) Major clients

KINGSTONE TECHNOLOGY CO, LTD
Huawei Tech.Investment Co.,Limited
WPI
Total
December 31,
2020
$ 7,339,958
6,268,808
5,470,587
$
19,079,353
December 31,
2019
8,263,500
2,007,256
4,559,531
14,830,287

Appendix B

NANYA TECHNOLOGY CORPORATION

Financial Statements

With Independent Auditors' Report For the Years Ended December 31, 2020 and 2019

1

Stock Code:2408

(English Translation of Financial Statements and Report Originally Issued in Chinese) NANYA TECHNOLOGY CORPORATION

Financial Statements

With Independent Auditors� Report For the Years Ended December 31, 2020 and 2019

Address: No.98, Nanlin Rd., Dake Vil., Taishan Dist., New Taipei City, Taiwan (R.O.C.) Telephone:(02)2904-5858

The independent auditors� report and 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 independent auditors� report and financial statements, the Chinese version shall prevail.

2

Table of contents

Contents
1. Cover Page
2. Table of Contents
3. Independent Auditors� Report
4. Balance Sheets
5. Statements of Comprehensive Income
6. Statements of Changes in Equity
7. Statements of Cash Flows
8. Notes to the Financial Statements
(1)
Company history
(2)
Approval date and procedures of the financial statements
(3)
New standards, amendments and interpretations adopted
(4)
Summary of significant accounting policies
(5)
Significant accounting assumptions and judgments, and major sources
of estimation uncertainty
(6)
Explanation of significant accounts
(7)
Related-party transactions
(8)
Pledged assets
(9)
Commitments and contingencies
(10) Losses Due to Major Disasters
(11) Subsequent Events
(12) Other
(13) Other disclosures
(a) Information on significant transactions
(b) Information on investees
(c) Information on investment in mainland China
(d) Information on major shareholders
(14) Segment information
9. List of major account titles
Page
1
2
3
4
5
6
7
8
8
8
9
9
22
22
23
47
48
51
51
51
52
52
52
53
54
55
55
55
56
56
56
57
66

3

) Telephone + 886 2 8101 6666 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, Fax + 886 2 8101 6667 Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) Internet home.kpmg/tw

Independent Auditors� Report

To the Board of Directors of Nanya Technology Corporation:

Opinion

We have audited the financial statements of Nanya Technology Corporation (�the Company�), which comprise the balance sheets as of December 31, 2020 and 2019, and the statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2020 and 2019, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the report of another auditor (please refer to Other Matter paragraph), the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and its cash flows for the years ended December 31, 2020 and 2019, 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. Based on our audits and the report of another auditor, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Other Matter

We did not audit the financial statements of Formosa Advanced Technologies Co., Ltd., an investment in other accounted for using the equity method of the Company. The financial statements were audited by another auditor, whose audit report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Formosa Advanced Technologies Co., Ltd., are based solely on the audit report of another auditor. The aformentioned investment accounted for using the equity method constituted 3.04% of the total assets as of December 31, 2019, and the share of profit of associates accounted for using the equity method constituted 1.64% of the total profit before tax for the period from January 1 to December 31, 2019.

3-1

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.

Valuation of inventories

Please refer to Notes 4(g), 5(a), as well as 6(c) for details on accounting policy, judgments, and major sources of estimation uncertainty , as well as disclosure on information about inventory valuation, respectively.

The Company recognizes a loss from the devaluation of inventories on a quarterly basis based on the lower of cost or net realizable value method. The international market price of DRAM has significantly affected the net realizable value of inventories. Therefore, the evaluation of inventory has been identified as a key audit matter in the financial statements.

The principal audit procedures performed to address the aforementioned key audit matter included understanding the basis adopted by the management in the estimate of net realizable value, and sampling to test the reasonableness of the net realizable value.

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 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.

Auditors� Responsibilities 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.

3-2

  1. 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.

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

  3. 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 auditor�s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  4. 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.

  5. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities of the investments in other entities accounted for using the equity method. We are responsible for the direction, supervision and performance of our audit. Furthermore, 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 auditor�s 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 Hui-Chih Ko and Hsin-Yi Kuo.

KPMG

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

Notes to Readers

The accompanying 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 financial statements are those generally accepted and applied in the Republic of China.

The independent auditors� report and 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 independent auditors� report and financial statements, the Chinese version shall prevail.

4

(English Translation of Financial Statements and Report Originally Issued in Chinese)

Nanya Technology Corporation

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))
1160
Notes receivable due from related parties, net (Notes 6(b)(n) and 7)
1170
Notes and accounts receivable, net (Notes 6(b)(n))
1180
Accounts receivable due from related parties, net (Notes 6(b)(n) and 7)
1200
Other receivables (Notes 6(g))
1310
Inventories (Note 6(c))
1410
Prepayments
Total current assets
Non-current assets:
1550
Investments accounted for using equity method (Note 6(d))
1600
Property, plant and equipment (Notes 6(e)(t))
1755
Right-of-use assets (Notes 6(f) and 7)
1780
Intangible assets (Note 6(t))
1840
Deferred tax assets (Notes 6(j))
194D
Long-term financial lease payments receivable (Note 6(g))
1990
Other non-current assets
Total non-current assets
Total assets
December 31, 2020
Amount
%
$ 16,573,114
10
-
-
5,547,350
3
2,688,002
2
1,456,089
1
14,084,255
8
1,511,313
1
41,860,123
25
40,084,942
25
79,696,505
48
1,790,192
1
1,258,380
1
345,830
-
483,436
-
105,064
-
123,764,349
75
$
165,624,472
100
December 31, 2019
Amount
%
6,497,820
4
41,545
-
5,074,912
3
2,391,150
1
1,565,121
1
18,072,308
11
1,633,984
1
35,276,840
21
42,627,209
26
85,513,880
52
99,222
-
296,710
-
550,033
-
689,886
1
39,660
-
129,816,600
79
165,093,440
100
Liabilities and Equity
Current liabilities:
2170
Accounts payable
2180
Accounts payable to related parties (Note 7)
2200
Other payables(Note 6(t))
2220
Other payables to related parties (Note 7)
2230
Current tax liabilities
2280
Current lease liabilities (Notes 6(h) and 7)
2399
Other current liabilities
Total current liabilities
Non-Current liabilities:
2580
Non-current lease liabilities (Note 6(h) and 7)
2640
Net defined benefit liability, non-current (Note 6(i))
2670
Other non-current liabilities(Note 6(t))
Total non-current liabilities
Total liabilities
Equity (Note 6(k)):
3110
Ordinary share
3140
Advance receipts for share capital
3200
Capital surplus
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
3400
Other equity interest
3500
Treasury shares
Total equity
Total liabilities and equity
December 31, 2020 December 31, 2019
Amount
%
2,573,759
2
133,199
-
6,605,917
4
1,258,964
1
1,514,804
1
99,924
-
80,957
-
12,267,524
8
-
-
575,896
-
238,467
-
814,363
-
13,081,887
8
30,733,649
19
3,475
-
32,005,339
19
13,128,412
8
273,834
-
78,054,876
48
(1,041,100)
(1)
(1,146,932)
(1)
152,011,553
92
165,093,440
100
Amount
%
2,027,096
1
84,678
-
4,161,575
2
1,119,693
1
1,129,651
1
178,432
-
75,759
-
8,776,884
5
1,617,652
1
566,283
-
851,626
1
3,035,561
2
11,812,445
7
30,935,939
19
36,264
-
32,451,689
19
14,110,871
9
1,041,100
1
79,394,603
48
(3,011,507)
(2)
(1,146,932)
(1)
153,812,027
93
$
165,624,472
100

See accompanying notes to financial statements.

5

(English Translation of Financial Statements and Report Originally Issued in Chinese) NANYA TECHNOLOGY CORPORATION

Statements of Comprehensive Income

For the years ended December 31, 2020 and 2019

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

4000
Operating revenue (Notes 6(n) and 7)
5000
Operating costs (Notes 6(c)(e)(f)(i)(l)(o) and 7)
Gross profit from operations
5910
Add: Unrealized profit (loss) from sales
5920
Realized profit (loss) on from sales
Gross profit from operations
Operating expenses (Notes 6(e)(f)(i)(l)(o) and 7):
6100
Selling expenses
6200
Administrative expenses
6300
Research and development expenses
Total operating expenses
Net operating income
Non-operating income and expenses (Notes 6(d)(e)(g)(h)(p) and 7):
7100
Total interest income
7020
Other gains and losses, net
7050
Finance costs
7060
Share of profit of associates accounted for using equity method
Total non-operating income and expenses
7900
Profit before tax
7950
Less: Tax expenses (Notes 6(j))
Profit
8300
Other comprehensive income (loss) (Notes 6(i)(j)(k)):
8310
Components of other comprehensive income that will not be reclassified to profit or loss
8311
Remeasurements of the net defined benefit
8330
Share of other comprehensive income (loss) of subsidiaries, and associates for using equity method,
components of other comprehensive income that will not be reclassified to profit or loss
8349
Income tax related to components of other comprehensive income (loss) that will not be reclassified to profit
or loss
Components of other comprehensive income (loss) that will not be reclassified to profit or loss
8360
Components of other comprehensive (loss) income that will be reclassified to profit or loss
8361
Exchange differences on translation of foreign financial statements
8399
Income tax related to components of other comprehensive income (loss) that will be reclassified to profit or
loss
Components of other comprehensive income (loss) that will be reclassified to profit or loss
8300
Other comprehensive (loss) income, net
8500
Comprehensive income
Earnings per share (dollar) (Note 6(m))
9750
Basic earnings per share
9850
Diluted earnings per share
2020
Amount
%
$ 60,700,390
100
(45,288,242)
(75)
15,412,148
25
(11,775)
-
15,749
-
15,416,122
25
(600,862)
(1)
(1,312,475)
(2)
(5,159,496)
(8)
(7,072,833)
(11)
8,343,289
14
127,709
-
(527,881)
(1)
(13,023)
-
1,043,924
2
630,729
1
8,974,018
15
(1,287,977)
(2)
7,686,041
13
3,767
-
(14,316)
-
754
-
(11,303)
-
(1,955,693)
(3)
-
-
(1,955,693)
(3)
(1,966,996)
(3)
$
5,719,045
10
$
2.51
$
2.49
2019
Amount
%
51,475,494
100
(35,251,755)
(68)
16,223,739
32
(15,749)
-
25,381
-
16,233,371
32
(536,767)
(1)
(1,320,266)
(3)
(4,926,428)
(9)
(6,783,461)
(13)
9,449,910
19
343,548
1
229,827
-
(3,124)
-
1,188,213
2
1,758,464
3
11,208,374
22
(1,383,775)
(3)
9,824,599
19
(42,096)
-
(10,688)
-
(8,419)
-
(44,365)
-
(758,303)
(1)
-
-
(758,303)
(1)
(802,668)
(1)
9,021,931
18
3.23
3.19

See accompanying notes to financial statements.

6

(English Translation of Financial Statements and Report Originally Issued in Chinese) Nanya Technology Corporation

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
Net profit for the year ended December 31, 2019
Other comprehensive income for the year ended December 31, 2019
Total comprehensive income (loss) for the year ended December 31, 2019
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve appropriated
Cash dividends of ordinary share
Other changes in capital surplus:
Changes in equity of associates accounted for using equity method
Recognized compensation costs on employee stock options
Repurchase of treasury share
Retirement of treasury share
Exercise of employee share options
Balance at December 31, 2019
Net profit for the year ended December 31, 2020
Other comprehensive income for the year ended December 31, 2020
Total comprehensive income (loss) for the year ended December 31, 2020
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve appropriated
Cash dividends of ordinary share
Other changes in capital surplus
Changes in equity of associates accounted for using equity method
Recognized compensation costs on employee stock options
Past due unclaimed dividends
Exercise of employee share options
Balance at December 31, 2020
Ordinary
shares
Advance
receipts for
share capital
Capital
surplus
33,557,005
Legal
reserve
9,192,249
Special
reserve
39,163
Unappropriated
retained
earnings
O ther equity interes t Treasury
shares
(2,782,675)
Total
equity
164,907,298
Exchange
differences on
translation of
foreign
financial
statements
(179,736)
Unrealized gains
(losses) on
financial assets
measured at fair
value through
other
comprehensive
income
Total other
equity interest
$ 31,032,389 6,488 94,136,513 (94,098) (273,834)
-
-
-
-
-
-
-
-
-
-
9,824,599
(35,402)
-
(758,303)
-
(8,963)
-
(767,266)
-
-
9,824,599
(802,668)
- - - - - 9,789,197 (758,303) (8,963) (767,266) - 9,021,931
-
-
-
-
-
-
(501,360)
202,620
-
-
-
-
-
-
-
(3,013)
-
-
-
19
150,116
-
(2,164,261)
462,460
3,936,163
-
-
-
-
-
-
-
-
234,671
-
-
-
-
-
-
(3,936,163)
(234,671)
(21,700,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,029,878)
2,665,621
-
-
-
(21,700,000)
19
150,116
(1,029,878)
-
662,067
30,733,649 3,475 32,005,339 13,128,412 273,834 78,054,876 (938,039) (103,061) (1,041,100) (1,146,932) 152,011,553
-
-
-
-
-
-
-
-
-
-
7,686,041
3,411
-
(1,955,693)
-
(14,714)
-
(1,970,407)
-
-
7,686,041
(1,966,996)
- - - - - 7,689,452 (1,955,693) (14,714) (1,970,407) - 5,719,045
-
-
-
-
-
-
202,290
-
-
-
-
-
-
32,789
-
-
-
14
58,420
79
387,837
982,459
-
-
-
-
-
-
-
767,266
-
-
-
-
-
(982,459)
(767,266)
(4,600,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(4,600,000)
14
58,420
79
622,916
$
30,935,939
36,264 32,451,689 14,110,871 1,041,100 79,394,603 (2,893,732) (117,775) (3,011,507) (1,146,932) 153,812,027

See accompanying notes to financial statements.

7

(English Translation of Financial Statements and Report Originally Issued in Chinese)

Nanya Technology Corporation

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 expense
Amortization expense
Interest expense
Interest income
Share-based payments
Share of profit of subsidiaries and associates accounted for using equity method
Gain on disposal of property, plant and equipment
Reversal of impairment loss on non-financial assets
Unrealized gains on sales
Realized profit from sales
Foreign exchange gain or loss
Others
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Notes and accounts receivable (including related parties)
Other receivables
Inventories
Prepayments
Accounts payable (including related parties)
Other payable (including related parties)
Other current liabilities
Net defined benefit liability
Other non-current liabilities
Total changes in operating assets and liabilities
Cash inflow generated from operations
Interest received
Interest paid
Income taxes paid
Net cash flows from operating activities
Cash flows used in investing activities:
Proceds from capital reduction of investments accounted for using equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Acquisition of intangible assets
Decrease in lease and installment receivables
Increase in other non-current assets
Dividends received
Net cash flows (used in) from investing activities
Cash flows used in financing activities:
Increase (decrease) in guarantee deposits received
Payment of lease liabilities
Cash dividends paid
Exercise of employee share options
Payments to acquire treasury shares
Net cash flows 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
$ 8,974,018
14,204,527
236,477
13,023
(127,709)
58,420
(1,043,924)
6,633
-
11,775
(15,749)
70,894
(30,748)
13,383,619
(764,103)
125,831
3,988,053
122,671
(291,754)
(2,274,962)
(5,198)
(5,846)
(6,109)
888,583
23,246,220
53,030
(12,611)
(1,469,681)
21,816,958
-
(8,449,490)
71
(73,144)
(878,657)
264,330
(308)
1,620,170
(7,517,028)
63,246
(188,459)
(4,600,000)
622,916
-
(4,102,297)
(122,339)
10,075,294
6,497,820
$
16,573,114
2019
11,208,374
14,318,031
91,126
3,124
(343,548)
150,116
(1,188,213)
(4,723)
(213,282)
15,749
(25,381)
124,536
-
12,927,535
2,642,414
(391,993)
(5,923,956)
123,620
(429,964)
(1,859,005)
79,389
(3,503)
9,606
(5,753,392)
18,382,517
396,063
(191)
(2,005,134)
16,773,255
(28,787,503)
(5,490,289)
4,723
(3,504)
(164,666)
264,331
(9,295)
210,056
(33,976,147)
(297,469)
(184,115)
(21,700,000)
662,067
(1,029,878)
(22,549,395)
(88,467)
(39,840,754)
46,338,574
6,497,820

See accompanying notes to financial statements.

8

(English Translation of Financial Statements and Report Originally Issued in Chinese) NANYA TECHNOLOGY CORPORATION

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

Nanya Technology Corporation (the �Company�) was legally established with the approval of the Ministry of Economic Affairs on March 4, 1995, with registered address at No.98, Nanlin Road, Dake Vil., Taishan District, New Taipei City, Taiwan. The main operating activities of the Company are researching, developing, manufacturing and selling semiconductor products, and the import and export of its machinery, equipment and raw materials.

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

The financial statements were authorized for issuance 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)

9

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

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

The following new and amended standards, which may be relevant to the Company, have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:

Standards or
Interpretations
Amendments to IAS 1
�Classification of Liabilities as
Current or Non-current�
Content of amendment
Effective date per
IASB
The amendments aim to promote consistency
in applying the requirements by helping
companies
determine
whether,
in
the
statement of balance sheet, debt and other
liabilities with an uncertain settlement date
should be classified as current (due or
potentially due to be settled within one year)
or non-current.
The amendments include clarifying the
classification
requirements
for
debt
a
company might settle by converting it into
equity.
January 1, 2023

The Company is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its financial position and financial performance. The results thereof will be disclosed when the Company completes its evaluation.

The Company does not expect the following other 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 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 financial statements are summarized below. The following accounting policies were applied consistently throughout the periods presented in the financial statements.

  • (a) Statement of compliance

The accompanying 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�).

(Continued)

10

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

(b) Basis of preparation

  • (i) Basis of measurement

The financial statements have been prepared on a historical cost basis except the net defined benefit liabilities are measured at fair value of the plan assets less the present value of the defined benefit obligation.

(ii) Functional and presentation currency

The functional currency of the Company is determined based on the primary economic environment in which the entities operate. The financial statements are presented in New Taiwan Dollar, which is the Company�s functional currency. All financial information presented in New Taiwan Dollar has been rounded to the nearest thousand.

(c) Foreign currency

  • (i) Foreign currency transactions

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 currency at 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.

Exchange differences are generally recognized in profit or loss.

(ii) Foreign operations

The assets and liabilities of foreign operations are translated to the Company�s functional currency at exchange rates at the reporting date. The income and expenses of foreign operations, excluding foreign operations in hyperinflationary economies, are translated to the Company�s functional currency at average rate. Foreign currency 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 noncontrolling interest. When the Company disposes of only part of investment in an associate or joint venture that includes a foreign operation while retaining significant or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

(Continued)

11

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

When the settlement of a monetary item receivable from or payable to a foreign operation is neither planed nor likely in the foreseeable future, foreign currency gains and losses arising from such items are considered to form part of a net investment in the foreign operation and are recognized in other comprehensive income.

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

An asset is classified as current under any one of the following conditions. All other assets are classified as non-current.

  • (i) The asset is expected to be realized, or intended to be sold or consumed, in the Company�s normal operating cycle;

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

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

  • (iv) The asset is cash or a cash equivalent 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 any one of the following conditions. All other liabilities are classified as non-current.

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

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

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

  • (iv) The liability does not have any 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, checks and cash in bank. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which 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 are classified under 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 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)

12

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

(i) Financial assets

  • 1) 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 trade receivables (including related parties), other receivable, leases receivable, and guarantee deposit paid).

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:

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 note and trade receivables due from related parties 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 months 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.

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 forwardlooking information.

The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due.

The Company considers a financial asset to be in default when the financial asset is more than 60 days past due.

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.

(Continued)

13

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

At each reporting date, the Company assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit-impaired. A financial asset is �credit-impaired� when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial assets is credit-impaired includes the following observable data:

a breach of contract such as a default or being more than 60 days past due;

the disappearance of an active market for a security because of financial difficulties.

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. 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.

2) 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.

(ii) Financial liabilities and equity instruments

1) 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 surplus is not sufficient to be written down).

2) Financial liabilities

Financial liabilities are classified as FVTPL. 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)

14

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

3) Derecognition of financial liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. 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 is recognized in profit or loss.

  • 4) 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.

(g) Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories includes expenditure incurred in acquiring the inventories, production costs and other costs incurred in bringing them to their present location and condition. The cost of inventories is calculated using the weighted-average method. 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 associates

Associates are those entities in which the Company has significant influence, but not control, over the financial and operating policies.

Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The carrying amount of the investment in associates includes goodwill arising from the acquisition less any accumulated impairment losses.

The financial statements include the Company�s share of the profit or loss and other comprehensive income of those associates, after adjustments to align their accounting policies with those of the Company, from the date on which significant influence commences until the date on which significant influence ceases. The Company recognizes any changes of its proportionate share in the investee within capital surplus, when an associate�s equity changes due to reasons other than profit and loss or comprehensive income, which did not result in changes in actual significant influence.

Gains and losses resulting from transactions between the Company and an associate are recognized only to the extent of unrelated Company�s interests in the associate.

(Continued)

15

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

When the Company�s share of losses of an associate equals or exceeds its interests in an associate, it discontinues recognizing its share of further losses. After the recognized interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate.

When the Company subscribes to additional shares in an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment will differ from the amount of the Company�s proportionate interest in the net assets of the associate. The Company records such a difference as an adjustment to investments, with the corresponding amount charged or credited to capital surplus. The aforesaid adjustment should first be adjusted under capital surplus. If the capital surplus resulting from changes in ownership interest is not sufficient, the remaining difference is debited to retained earnings. If the Company�s ownership interest is reduced due to the additional subscription to the shares of the associate by other investors, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate will be reclassified to profit or loss on the same basis as would be required if the associate had directly disposed of the related assets or liabilities.

(i) Subsidiaries

The Company accounts for investee companies in which it has a controlling interest using the equity method. The net income, other comprehensive income, and shareholders�equity in the financial reports of the Company and the net income, other comprehensive income, and shareholder�s equity that belongs to the Company in the consolidated financial reports should be the same.

The Company accounts for changes in owners� equity of subsidiaries as equity transactions between the two parties of the transaction, provided that control is still exists.

  • (j) Property, plant and equipment

  • (i) Recognition and measurement

Items of property, plant and equipment are measured at cost, less accumulated depreciation and any accumulated impairment losses.

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

  • (ii) Subsequent expenditure

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.

Land is not depreciated.

(Continued)

16

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

The estimated useful lives of significant items of property, plant and equipment has an unlimited useful life and therefore are as follows:

  • 1) Buildings: 25 years.

  • 2) Machinery and equipment: 5 to 16 years.

  • 3) Other equipment: 3 to 15years.

Depreciation methods, useful lives, and residual values are reviewed at each reporting date and adjusted if appropriate, the change is accounted for as a change in accounting estimate.

(k) Leases

  • (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:

  • 1) 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

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

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

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

    • 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.

  • (ii) As a lessor

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.

(Continued)

17

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

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;

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 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 purchase, 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.

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 has elected not to recognize right-of-use assets and lease liabilities for shortterm leases of dormitory, parking lots and offices that have a lease term of 12 months or less and lease 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.

(Continued)

18

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

(iii) As a lessor

When the Company acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Company makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

The Company recognizes a finance lease receivable at an amount equal to its net investment in the lease. Initial direct costs, such as lessors to negotiate and arrange a lease, are included in the measurement of the net investment. The lessor recognizes the interest income over the lease term based on a pattern reflecting a constant periodic rate of return on the lessor�s net investment in the lease. The Company recognizes lease payments received under operating leases as income on a straight-line basis over the lease term as part of �other income�.

(l) Intangible assets

  • (i) Recognition and measurement

Intangible assets, patents that are acquired by the Company and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.

(ii) Subsequent expenditure

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is recognized in profit or loss as incurred.

  • (iii) Amortization

Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, from the date that they are available for use.

The estimated useful lives of patent for current and comparative periods are both 5~10 years.

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

(m) Impairment of non-derivative 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. Goodwill is tested annually for impairment.

(Continued)

19

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

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. Goodwill arising from an acquisition about an investment accounted for using the equity method is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or CGU is value in use fair value less costs to sell.

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 first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. 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.

(n) Revenue recognition

Revenue form contracts with customers is measured based on the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer.

The Company manufactures and sells semi-conductor products on the market. The Company 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 Company 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 Company has a right to an amount of consideration that is unconditional.

(o) Employee benefits

(i) Defined contribution plan

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

(Continued)

20

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

(ii) Defined benefit plan

The Company�s net obligation in respect of defined benefit plans is calculated separately for each the plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Company, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings. The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

(iii) 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.

(p) Share-based payment

The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognized as an expense, with a corresponding increase in equity, over the vesting period of 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.

The grant date of a share-based payment is the date which the Board of Directors authorized the price and number of a share-based payment.

(Continued)

21

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

(q) 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 are 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 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 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.

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 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 assets 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 improve.

(Continued)

22

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

(r) Earnings per share

The Company discloses the Company�s basic and diluted earnings per share attributable to ordinary shareholders of the Company. Basic earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding. Diluted earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares, such as employee stock options and employee compensation.

(s) Operating segments

The Company discloses its information on operating segments in its consolidated financial statements, so it need not disclose such information in its financial statements.

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

The preparation of the financial statements, in conformity with the Regulation Governing the Preparation of Financial Reports by Securities Issuers, 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 its accounting estimates and assumptions. It recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the next period.

For information about judgments made in applying the accounting policies that have the most significant effects on the recognized amounts in the financial statements, whether the Company has substantive control over its investees, please refer to the notes in consolidated financial statements for the year ended 2020.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year is as follows. Those assumptions and estimation have been updated to reflect the impact of COVID-19 pandemic:

(a) Valuation of inventories

As inventories are stated at the lower of cost or net realizable value, the Company 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 significant changes in the net realizable value of inventories. Please refer to Note 6(c) for details of the valuation of inventories.

(Continued)

23

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

(6) Explanation of significant accounts:

(a) Cash and cash equivalents

Cash on hand
pretty cash
Demand deposit and checking accounts
Cash equivalents:
Time deposits
Commercial paper
Repurchase agreements collateralized by corporate bonds
December 31,
2020
$ -
14,066,618
-
2,014,416
492,080
$
16,573,114
December 31,
2019
1
3,553,628
2,130,351
454,300
359,540
6,497,820

Refer to Note 6(q) for the interest rate risk and sensitivity analysis of the financial assets and liabilities of the Company.

  • (b) Notes and accounts receivable
Notes receivable-related parties from non-operating activities
Accounts receivable (including related parties)-measured at
amortized cost
December 31,
2020
$ -
8,235,352
$
8,235,352
December 31,
2019
41,545
7,466,062
7,507,607

The Company applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for notes and accounts receivables (including related parties) as of December 31, 2020 and 2019. To measure the expected credit losses, notes and accounts receivables (including related parties) have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information, including macroeconomic and relevant industry information.

The expected credit losses for notes and accounts receivables (including related parties) as of December 31, 2020 and 2019 was determined as follows:

Due days
Current
December 31, 2020 December 31, 2020
Notes and
accounts
receivables gross
carrying amount
$
8,235,352
Weighted
average loss
rate
-
Loss allowance
provision
-

(Continued)

24

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

Due days
Current
December 31, 2019 December 31, 2019
Notes and
accounts
receivables
(including
related parties)
gross carrying
amount
$
7,507,607
Weighted
average loss
rate
-
Loss allowance
provision
-

As of December 31, 2020 and 2019, no allowance for impairment was provided because all of the accounts comprising notes and accounts receivable (including related parties) were still within the normal credits terms and were evaluated to be collectable.

Please refer to Note 6(q) for other information of credit risk.

  • (c) Inventories
Raw materials
Work in progress
Finished goods
Total
December 31,
2020
$ 350,906
6,578,665
7,154,684
$
14,084,255
December 31,
2019
381,848
7,329,074
10,361,386
18,072,308

The Company recognized cost of goods sold amounting to $44,881,018 and $34,734,620 for the years ended 2020 and 2019, respectively.

The Company did not recognize any loss or gain from devaluation of inventories as there was no indication of impairment or net realizable value of inventories has increased because the circumstance that caused the inventory devaluation in prior period has improved on inventories for the years ended 2020 and 2019.

  • (d) Investments accounted for using equity method

The components of the investments accounted for using equity method at the reporting date were as follows:

Subsidiaries
Associates
December 31,
2020
$ 34,924,437
5,160,505
$
40,084,942
December 31,
2019
37,607,973
5,019,236
42,627,209

(i) Subsidiaries

Please refer to the consolidated financial statements as of and for the year ended December 31, 2020 for further information.

(Continued)

25

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

(ii) Associates

The related information of the major associate to the Company was as follows:

Name of Associates
Formosa Advanced Technologies
Co., Ltd.(FATC)
Nature of Relationship to the
Group
Registration
Country
Percentage of ownership
December 31,
2020
December 31,
2019
%
32.00
%
32.00
It mainly engages in assembling
and testing of module products,
as well as in the research and
development of integrated
circuits.
Taiwan

The fair value of major associates listed on the Stock Exchange was as follows:

Formosa Advanced Technologies Co., Ltd. December 31,
2020
$
16,716,000
December 31,
2019
16,494,889

The aggregated financial information of the major associate was as follows:

The financial information of FATC was as follows:

Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net asset
Net asset contributed to FATC
Operating revenue
Profit
Other comprehensive loss
Total comprehensive income
Comprehensive income contributed to FATC
December 31,
2020
December 31,
2019
$ 7,816,528
6,631,748
5,792,482
6,643,175
(1,238,254)
(1,250,356)
(555,589)
(594,494)
$
11,815,167
11,430,073
$
11,815,167
11,430,073
For the year ended
December 31,
December 31,
2019
6,631,748
6,643,175
(1,250,356)
(594,494)
2019
9,457,849
1,262,496
(83,445)
1,179,051
1,179,051

(Continued)

26

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

Share of net assets of the major associate at January 1
Acquisition of share of net assets of the major associate allocated
to the Company
Total comprehensive income contributed to the Company
Uncollected dividends beyond the collection period which are
reclassified to capital surplus
Cash dividends contributed to the Company
Share of net assets of major associate at December 31
Add: Goodwill
Less: Unrealized profits on upstream sales net assets of the
associates
Total carrying amount of the major associate
December 31,
2020
$ 3,657,624
-
434,540
14
(311,324)
3,780,854
1,463,162
(83,511)
$
5,160,505
December 31,
2019
2,157,732
1,474,005
235,924
19
(210,056)
3,657,624
1,463,162
(101,550)
5,019,236

(e) Property, plant and equipment

Cost:
Balance as of January 1, 2020
Additions
Disposals
Reclassification
Balance as of December 31, 2020
Balance as of January 1, 2019
Additions
Disposals
Reclassification
Balance as of December 31, 2019
Accumulated depreciation / impairment:
Balance as of January 1, 2020
Depreciation for the period
Disposals
Reclassification
Balance as of December 31, 2020
Balance as of January 1, 2019
Depreciation for the period
Impairment loss
Disposals
Reclassification
Balance as of December 31, 2019
Carrying amounts:
Balance as of December 31, 2020
Balance as of December 31, 2019
Land
$ 1,013,924
-
-
-
$
1,013,924
$ 1,013,924
-
-
-
$
1,013,924
$ -
-
-
-
$
-
$ -
-
-
-
-
$
-
$
1,013,924
$
1,013,924
Building
8,155,623
-
(12,661)
-
8,142,962
7,738,701
-
-
416,922
8,155,623
2,293,861
319,741
(5,965)
-
2,607,637
1,976,959
316,902
-
-
-
2,293,861
5,535,325
5,861,762
Machinery
and
equipment
195,834,150
858,712
(846,845)
3,127,446
198,973,463
180,675,614
2,048,367
(98,844)
13,209,013
195,834,150
119,593,407
13,647,817
(846,837)
(30,696)
132,363,691
106,139,332
13,765,707
(213,282)
(98,844)
(180)
119,592,733
66,609,772
76,241,417
Other
equipment
911,349
49,353
(154,494)
10,808
817,016
1,126,512
42,851
(258,379)
365
911,349
763,023
43,662
(154,494)
(802)
651,389
985,081
36,815
-
(258,379)
180
763,697
165,627
147,652
Under
construction
2,249,125
7,429,579
-
(3,306,847)
6,371,857
13,886,444
1,988,981
-
(13,626,300)
2,249,125
-
-
-
-
-
-
-
-
-
-
-
6,371,857
2,249,125
Total
208,164,171
8,337,644
(1,014,000)
(168,593)
215,319,222
204,441,195
4,080,199
(357,223)
-
208,164,171
122,650,291
14,011,220
(1,007,296)
(31,498)
135,622,717
109,101,372
14,119,424
(213,282)
(357,223)
-
122,650,291
79,696,505
85,513,880

(Continued)

27

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

  • (i) Reversal of impairment loss and impairment loss

The estimated future recoverable amount of equipment, which had been identified to be no longer useful for its operation, is higher than the book value. In 2019 , the Company reassessed its estimates, wherein the amount of $213,282 of the initially recognized impairment has been reversed.

(f) Right-of-use assets

==> picture [446 x 354] intentionally omitted <==

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

Land
Cost
Balance at January 1, 2020 $ 297,829
Additions 1,884,277
Decrease (297,829)
Balance at December 31, 2020 $ 1,884,277
Balance at January 1, 2019 $ 300,605
Decrease (2,776)
Balance at December 31, 2019 $ 297,829
Accumulated depreciation:
Balance at January 1, 2020 $ 198,607
Depreciation for the period 193,307
Decrease (297,829)
Balance at December 31, 2020 $ 94,085
Balance at January 1, 2019 $ -
Depreciation for the period 198,607
Balance at December 31, 2019 $ 198,607
Carrying Amount:
Balance at December 31, 2020 $ 1,790,192
Balance at December 31, 2019 $ 99,222
----- End of picture text -----

(g) Lease receivables

  • (i) On June 18, 2009, the Company signed an amended long-term lease agreement with Inotera Memories, Inc. (its name was changed to Micron Technology Taiwan in March, 2017, referred to as "MTTW") on the lease of building, facilities and land located on 348, 348-1 and 348-3, Hwa Ya Section, Kueishan District, Taoyuan City. This amended lease agreement, which took effect retroactively from January 1, 2009, includes the renewal term. Initial lease term is from January 1, 2009 to December 31, 2018. However,MTTW is entitled to renew this amended lease agreement for an unlimited number of consecutive additional terms of five years each, by providing a written notice with the intention to renew the lease term commencing from January 1, 2019. MTTW has completed the renewal of its lease agreement, with a written notice on December 13, 2018. In addition, MTTW has an exclusive option to purchase the leased assets

(Continued)

28

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

for a total purchase price of USD50,000 thousand on and after January 1, 2024. Also, the rental receivable for the entire year of 2009 has been waived. Initial yearly rentals for the leased building (including facilities and land) were USD13,010 thousand and USD1,990 thousand, respectively from January 1, 2010 to December 31, 2018; the first yearly renewal rentals for the leased building (including facilities and land) will be USD8,010 thousand and USD1,990 thousand, respectively, from January 1, 2019 to December 31, 2023; the subsequent yearly renewal rentals for the leased building (including facilities and land) will be USD10 thousand and USD1,990 thousand commencing from January 1, 2024. The amended lease agreement for the building (including facilities) is treated as a capital lease because (a) the present value of the periodic rental payments made since the inception date is at least 90% of the market value of the leased assets and (b) the lease term is equal to 75% or more of the total estimated economic life of the leased assets. The land is treated as an operating lease.

  • (ii) The total lease receivable from the capital lease of the building (including facilities) was $5,185,620; the implicit interest rate was 10.56%. The cost of the leased assets at the beginning of the lease period was $2,656,223. The difference was recognized as unrealized interest revenue of $2,529,397. For the years ended 2020, the Company recognized the interest revenue of $78,316 and $96,730, respectively, from the amortization of unrealized interest revenue.

The details of lease receivables were as follows:

Less than one year
One to two years
Two to three years
Three to four years
Total lease payments receivable
Unearned finance income
Present value of lease payments receivable

Please refer to Note 6(q) for information of credit risk.

(h) Lease liabilities

Lease liabilities
Current
Non-current
December 31,
2020
$
178,432
$
1,617,652
December 31,
2019
99,924
-

For the maturity analysis, please refer to Note 6(q).

(Continued)

29

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

The amount recognized in profit or loss were as follows:

Interest on lease liabilities

Expenses relating to short-term leases and low-value lease
assets
For the years ended
December 31
For the years ended
December 31
2020
$
12,833
$
65,879
2019
2,933
49,426

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

Total cash outflow for leases
For the years ended
December 31,
For the years ended
December 31,
2020
$
266,283
2019
231,901
  • (i) Land lease

The Company leases its land with a period of 3 to 10 years. The lease included an option to terminate the contract, which is exercisable only by the Company and not by the lessors. The lease payment changes annually based on a local price index.

(ii) Other leases

The Company leases staff dorm, factory, parking lots and office spaces with contract terms ranging from one to five years. These leases are short-term or with low-value items. The Company applied the recognition exemptions and elected not to recognize its right-of-use assets and lease liabilities for these leases.

(i) Employee benefits

(i) Defined benefit plan

The movements in the present value of the defined benefit obligations and fair value of plan assets were as follows:

Present value of defined benefit obligations
Fair value of plan assets
Net defined benefit liabilities
December 31,
2020
$ 1,108,808
(542,525)
$
566,283
December 31,
2019
1,098,174
(522,278)
575,896

The Company has established an employee defined benefit retirement plan covering full-time employees. Under this plan, contributions are made to an independent fund that is deposited with Bank of Taiwan. Employees are eligible for retirement and payments of retirement benefits are based on years of service and the average salary for the last six months before the employee�s retirement according to the R.O.C. Labor Standards Law.

(Continued)

30

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

1) Composition of plan assets

The Labor Pension Fund Supervisory Committee manages the Company�s pension fund which is being funded according to the Labor Standards Law. Under the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, this fund is required to distribute minimum income, but such minimum income shall not be less than the interest income derived from two-year time deposit with the local banks.

As of December 31, 2020, the Company�s pension fund with Bank of Taiwan amounted to $542,525. Please refer to the related information published on the website of the Labor Pension Supervisory Committee concerning the utilization of the labor pension fund, related yield rate and its allocation.

  • 2) Movements in present value of the defined benefit obligations
Defined benefit obligation as of January 1,
Current service and interest costs
Remeasurement of net defined benefit liabilities
actuarial losses arising from change in financial
assumptions
Reclassification of liabilities from transfer of employees
Benefits paid
Defined benefit obligation as of December 31,
For the years ended December 31,
2020
2019
$ 1,098,174
1,025,794
15,266
18,052
14,987
64,451
(869)
-
(18,750)
(10,123)
$
1,108,808
1,098,174
  • 3) Movements in fair value of defined benefit plan assets
Fair value of plan assets as of January 1,
Interest income
Remeasurement of net defined liabilities
return on plan assets (excluding interest income)
Contributions from employer
Benefits already paid by the plan
Fair value of plan assets as of December 31,
Expenses recognized in profit or loss
Current service costs
Net interest income of net defined benefit liabilities
Operating expected rate of return for the plan asset
For the years ended December 31,
2020
2019
$ 522,278
488,491
5,298
6,192
18,754
22,355
14,711
14,357
(18,516)
(9,117)
$
542,525
488,491
For the years ended December 31,
2020
2019
$ 4,284
5,230
10,982
12,822
(5,298)
(6,192)
$
9,968
11,860
  • 4) Expenses recognized in profit or loss

(Continued)

31

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

Operating costs
Operating expenses
2020
$ 6,145
3,823
$
9,968
2019
7,662
4,198
11,860
  • 5) Remeasurement of net defined benefit liabilities recognized in other comprehensive income
Balance as of January 1,
Recognized during the period
Balance as of December 31,
For the years ended December 31,
2020
2019
$ 57,312
23,635
(3,013)
33,677
$
54,299
57,312
For the years ended December 31,
2020
2019
$ 57,312
23,635
(3,013)
33,677
$
54,299
57,312
2019
23,635
33,677
57,312
  • 6) Actuarial assumptions
Discount rate
Future salary increases
December 31,
2020
December 31,
2019
%
1.00
%
1.00
%
2.85
%
2.85

The expected allocation payment to be made by the Company to the defined benefit plans for the one-year period after the reporting date for 2020 is $14,216.

The weighted average duration of the defined benefit plan is 16.2 years.

  • 7) Sensitivity analysis
Sensitivity analysis
Effect of defined
benefit obligations
Increase Decrease
amount amount
December 31, 2020
Discount rate (change 0.25%) $ 37,838 (36,211)
Future salaries (change1%) 159,749 (136,769)
December 31, 2019
Discount rate (change 0.25%) 41,656 (39,743)
Future salaries (change1%) 176,405 (149,197)

The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. The sensitivity analysis adopts the same methods for determining the defined benefit assets at balance sheet date.

(Continued)

32

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

The same methods and assumptions are adopted in the preparation of sensitivity analysis as in previous year.

(ii) Defined contribution plan

The Company contributes an amount equal to 6% of the employee�s monthly wages to the Labor Pension personal account of the Bureau of the Labor Insurance in accordance with the provisions of the Labor Pension Act, under which, the Company is not required to bear the regulated or putative obligation subsequent to the payment of fixed-rate contribution.

The Company�s pension costs under the contribution pension plan amounted to $151,699 and $141,403 for the years ended 2020 and 2019, respectively.

(j) Income tax

(i) The Company�s income tax expense recognized for the years ended 2020 were as follows:

Current tax expense
Current period
Surtax on undistributed earnings
Adjustment for prior periods
Taxes on remitted earnings from subsidiary
Deferred tax expense
Tax expense
For the years ended December 31,
2020
2019
$ 1,397,212
876,663
171,974
673,894
(588,184)
(485,929)
103,526
-
203,449
319,147
$
1,287,977
1,383,775
For the years ended December 31,
2020
2019
$ 1,397,212
876,663
171,974
673,894
(588,184)
(485,929)
103,526
-
203,449
319,147
$
1,287,977
1,383,775
2020
$ 1,397,212
171,974
(588,184)
103,526
203,449
$
1,287,977
876,663
673,894
(485,929)
-
319,147
1,383,775

The Company�s tax income recognized in other comprehensive income for the years ended 2020 and 2019 were as follows:

Items that could not be reclassified subsequently to profit or loss:
Remeasurement of net defined benefit plan
Reconciliation of income tax expense and profit before tax
Income tax calculated based on local tax rate
Tax effect of permanent differences
Change in unrecognized temporary differences
Tax effect of unrecognized current-year loss carryforward
Adjustment for prior periods
Taxes on remitted earnings from subsidiary
Surtax on undistributed earnings
Total
For the years ended December 31,
2020
2019
$
(754)
8,419
for 2020 and 2019 is as follows:
For the years ended December 31,
2020
2019
$ 1,794,804
2,241,675
(192,534)
(168,317)
(1,609)
(48,133)
-
(829,415)
(588,184)
(485,929)
103,526
-
171,974
673,894
$
1,287,977
1,383,775
2020
$ 1,794,804
(192,534)
(1,609)
-
(588,184)
103,526
171,974
$
1,287,977

(Continued)

33

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

(ii) Deferred tax assets

  • 1) Recognized deferred tax assets

Deferred tax assets

Deferred tax assets
Balance as of January 1, 2020
Recognized in loss
Recognized in other comprehensive loss
Balance as of December 31, 2020
Balance as of January 1, 2019
Recognized in loss
Recognized in other comprehensive income
Balance as of December 31, 2019
Impairment
loss of assets
155,102
(30,878)
-
124,224
234,579
(79,477)
-
155,102
Improvements
costs of
environmental
safety and
factory
facilities
165,032
(30,785)
-
134,247
168,625
(3,593)
-
165,032
Others
229,899
(141,786)
(754)
87,359
457,557
(236,077)
8,419
229,899
Total
550,033
(203,449)
(754)
345,830
860,761
(319,147)
8,419
550,033

Deferred tax liabilities

2) The Company's income tax returns have been examined by the ROC tax authority through 2017.

(k) Capital and other equity

As of December 31, 2020 and 2019, the Company�s government registered total authorized capital both amounted to $300,000,000 with $10 dollars par value per share, the number of ordinary shares both were 30,000,000 thousand shares and total paid-up ordinary share amounted to $30,935,939, and $30,733,649 respectively. All issued shares were paid up upon issuance.

The movements of shares outstanding for the years ended 2020 and 2019 were as follows:

(in thousand shares)

Balance as of January 1,
Exercise of employees share options
Retirement of treasury shares
Balance as of December 31,
Ordinary Shares
2020
2019
3,073,365
3,103,239
20,229
20,262
-
(50,136)
3,093,594
3,073,365
2020
3,073,365
20,229
-
3,093,594

(Continued)

34

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

(i) Ordinary share

On February 26, May 6, August 6 and November 4, 2020, the Company�s Board of Directors approved to issue the Company's ordinary shares deriving from the exercise of employee share options. The Company had issued 632 thousand, 664 thousand, 17,951 thousand and 982 thousand ordinary shares at par value, respectively, with the issuing prices of $29.2, $29.2, $28.5 to $29.2 and $28.5 to $29.6 dollars per share, which totaled $202,290. All issued shares were paid up upon issuance and the related process for registration had been completed.

For the fourth quarter of 2020, the Company�s ordinary shares were derived from the exercise of employee share options. Accordingly, the Company had issued 1,271 thousand ordinary shares, at issuing prices of $28.5 to $29.6 dollars per share, which totaled $36,264, which was recognized as advance receipts for share capital as of December 31, 2020 and 2019.

On February 27, May 10, August 12 and November 8, 2019, the Company�s Board of Directors approved to issue the Company's ordinary shares deriving from the exercise of employee share options. The Company had issued 313 thousand, 89 thousand, 19,056 thousand and 804 thousand ordinary shares at par value, with the issuing prices of $33.1, $33.1, $29.2 to $33.1, $29.2, $30.3 dollars per share, which totaled $202,620. All issued shares were paid up upon issuance and the related process for registration had been completed.

For the fourth quarter of 2019, the Company�s ordinary shares were derived from the exercise of employee share options. Accordingly, the Company had issued 119 thousand ordinary shares, at issuing prices of $29.2 dollars per share, which totaled $3,475, which was recognized as advance receipts for share capital as of December 31, 2019.

(ii) Capital surplus

Premium from the issuance of stock
Employee stock option plans
Expired employee share option plans
Psat due unclaimed dividends
Change in equity of associates accounted for using equity
method
December 31,
2020
$ 29,398,346
2,790,727
262,499
79
38
$
32,451,689
December 31,
2019
29,010,509
2,732,307
262,499
-
24
32,005,339

According to the R.O.C. 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 capital surplus in excess of par value should not exceed 10% of the paid-up capital.

(Continued)

35

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

(iii) Retain earning

According to the Company�s Articles of Incorporation, the Company�s annual net profit, after providing for income tax and covering the losses of previous years, is first set aside for legal reserve at the rate of 10% thereof until the accumulated balance of legal reserve equals the total issued capital and any special reserves pursuant to relevant laws and regulations. The remainder, plus the undistributed earnings of the previous years, are distributed or left undistributed for business purposes according to the resolution of the stockholders� dividend distribution plan, which are initially proposed by the Board of Directors and adopted by the shareholders in the annual stockholders� meeting.

As it belongs to a highly capital-intensive industry with strong growth potential, the Company adopts a dividend distribution policy which is in line with its plans for product line expansion and the demand of fund. This policy requires that the distribution of cash dividends shall be equal to at least fifty percent (50%) of the Company�s total dividend distribution every year.

1) Legal reserve

When the Company incurs no loss, it may, in pursuant to a resolution to be adopted by a shareholders� meeting, distribute its legal reserve by issuing new shares or by cash. Only the portion of legal reserve which exceeds 25 percent of the paid-in 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 reclassified as special earnings reserve during earnings distribution. The amount to be reclassified should equal the current-period total net reduction of other shareholders� equity. Similarly, a portion of undistributed prior-period earnings shall be reclassified as special earnings reserve (and does not qualify for earnings distribution) 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.

3) Earnings distribution

Earnings distribution for 2019 and 2018 was approved in the general meeting of shareholders held on May 28, 2020 and May 30, 2019, respectively. The relevant dividend distributions to shareholders were as follows:

Dividends attributable to ordinary shareholders:
Cash dividends
For the year ended December 31,
2019
For the year ended December 31,
2019
Dividends
per share
$ 1.50
Amount
4,600,000

(Continued)

36

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

Dividends attributable to ordinary shareholders:
Cash dividends
For the year ended December 31,
2018
For the year ended December 31,
2018
Dividends
per share
$ 7.11
Amount
21,700,000

(iv) Treasury shares

The Company repurchased shares from the securities exchange market based on section 28(2) of the Securities and Exchange Act and the movement in treasury shares were as follows:

Reasons for repurchase of shares Reasons for repurchase of shares Reasons for repurchase of shares
Protecting the Company's
integrity and shareholders�
Transferring to employees equity Total
Thousand Thousand Thousand
shares Amount shares Amount shares Amount
Balance as of January 1, 2020
(Balance as of December 31, 2020)
20,000 $ 1,146,932 - $ - 20,000 1,146,932
Reasons for repurchase of shares
Protecting the Company's
integrity and shareholders�
Transferring to employees equity Total
Thousand Thousand Thousand
shares Amount shares Amount shares Amount
Balance as of January 1, 2019 20,000 $ 1,146,932 30,445 $ 1,635,743 50,445 2,782,675
Repurchase for the period - - 19,691 1,029,878 19,691 1,029,878
Retirement for the period - - (50,136) (2,665,621) (50,136) (2,665,621)
Balance as of December 31, 2019 20,000 $ 1,146,932 - $ - 20,000 1,146,932

On February 27, 2019, the Company�s Board of Directors approved to retire 501,360 thousand treasury shares, resulting in a decrease in ordinary shares amounting to $501,360. The Company recognized the decrease in capital surplus of $2,164,261, with the same record date as the capital reduction, due to the book value being higher than the par value of the treasury shares. The related process for registration had been completed.

In accordance with Securities and Exchange Act requirements, the number of shares repurchased should not exceed 10 percent of all shares outstanding. Also, the value of the repurchased shares should not exceed the sum of the Company�s retained earnings, share premium, and realized capital reserves. As of September 30, 2018, the Company could repurchase no more than 310,142 thousand shares, with a total value of no more than $127,955,392. As of the same date, the Company had not yet repurchased any shares.

In accordance with the requirements of Securities and Exchange Act, treasury shares held by the Company should not be pledged, and do not hold any shareholder rights before their transfer.

(Continued)

37

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

(v) Other equity (net of tax)

Other equity (net of tax)
Balance as of January 1, 2020
Exchange differences on translation of foreign financial statements
Unrealized losses from financial of assets measured at fair value through
other comprehensive income, associates accounted for using equity
method
Balance as of December 31, 2020
Balance as of January 1, 2019
Exchange differences on translation of foreign financial statements
Unrealized losses from financial of assets measured at fair value through
other comprehensive income, associates accounted for using equity
method
Balance as of December 31, 2019
Exchange
differences on
translation of
foreign financial
statements
Unrealized losses
from financial assets
measured at fair
value through other
comprehensive
income
Total
$ (938,039)
(1,955,693)
-
$
(2,893,732)
$ (179,736)
(758,303)
-
$
(938,039)
(103,061)
-
(14,714)
(117,775)
(94,098)
-
(8,963)
(103,061)
(1,041,100)
(1,955,693)
(14,714)
(3,011,507)
(273,834)
(758,303)
(8,963)
(1,041,100)

(l) Share-based payment transactions

As of December 31, 2020, the Company had 3 share-based payment arrangements as follows:

Grant date
Grant unit
Exercise price (dollar) (Notes1~5)
Deal period
Vested Conditions
The 8th batch of
Employee Stock
Option Plan
The 9th batch of
Employee Stock
Option Plan
2016.5.10
2016.8.11
97,500
2,500
38.0
36.6
8 years
8 years
Duration of two years
duration and at certain
proportion
Duration of two years
duration and at certain
proportion
  • Note 1: The Company approved to distribute its cash dividends in 2016. As a result, the exercise price of the 8th batch of the employee stock option plan were adjusted to $35.3 dollars, in accordance with the offering and exercising terms and conditions of ESOP.

  • Note 2: The Company approved to distribute its cash dividends in 2017. As a result, the exercise price of the 8th and 9th batch of the employee stock option plan were adjusted to $34.3 dollars and $35.5 dollars, respectively, in accordance with the offering and exercising terms and conditions of ESOP.

  • Note 3: The Company approved to distribute its cash dividends in 2018. As a result, the exercise price of the 8th and 9th batch of the employee stock option plan were adjusted to $33.1 dollars and $34.3 dollars, respectively, in accordance with the offering and exercising terms and conditions of ESOP.

  • Note 4: The Company approved to distribute its cash dividends in 2019. As a result, the exercise price of the 8th and 9th batch of the employee stock option plan were adjusted to $29.2 dollars and $30.3 dollars, respectively in accordance with the offering and exercising terms and conditions of ESOP.

  • Note 5: The Company approved to distribute its cash dividends in 2020. As a result, the exercise price of the 8th and 9th batch of the employee stock option plan were adjusted to $28.5 dollars and $29.6 dollars, respectively in accordance with the offering and exercising terms and conditions of ESOP.

(Continued)

38

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

(i) Options granted were priced using the Black-Scholes pricing model and the inputs to the model were as follows:

were as follows:
The 8th batch of The 9th batch of
Employee Stock Employee Stock
Option Plan Option Plan
Dividend rate - % - %
Expected volatility 55.47 % 45.80 %
Risk-free rate 0.5728 % 0.529 %
Fair value of unit stock option (dollar) $ 18.77 15.30

Expected volatility is based on weighted average of historical volatility, and it is adjusted accordingly when there is additional market information about the volatility. The expected term of stock option is based on each of the Company�s issued stock option plans. Expected dividend and risk-free rate is determined based on government bonds.

(ii) Relevant information of employee stock option plans

Outstanding as of January 1,
Options granted
Options forfeited
Options expired
Outstanding as of December 31,
Options exercisable as of December 31,
For the years ended December 31,
2020
2019
Weighted-
average
exercise
(price TWD)
Number of
options
(Units)
Weighted-
average
exercise
(price TWD)
Number of
options
(Units)
$ 29.22
28,202
34.49
109,382
28.52
(21,381)
29.22
(20,185)
28.55
(2,359)
29.25
(628)
-
-
35.60
(60,367)
28.51
4,462
29.22
28,202
28.51
4,462
29.23
5,617
For the years ended December 31,
2020
2019
Weighted-
average
exercise
(price TWD)
Number of
options
(Units)
Weighted-
average
exercise
(price TWD)
Number of
options
(Units)
$ 29.22
28,202
34.49
109,382
28.52
(21,381)
29.22
(20,185)
28.55
(2,359)
29.25
(628)
-
-
35.60
(60,367)
28.51
4,462
29.22
28,202
28.51
4,462
29.23
5,617
For the years ended December 31,
2020
2019
Weighted-
average
exercise
(price TWD)
Number of
options
(Units)
Weighted-
average
exercise
(price TWD)
Number of
options
(Units)
$ 29.22
28,202
34.49
109,382
28.52
(21,381)
29.22
(20,185)
28.55
(2,359)
29.25
(628)
-
-
35.60
(60,367)
28.51
4,462
29.22
28,202
28.51
4,462
29.23
5,617
2020
Weighted-
average
exercise
(price TWD)
Number of
options
(Units)
$ 29.22
28,202
28.52
(21,381)
28.55
(2,359)
-
-
28.51
4,462
28.51
4,462
Weighted-
average
exercise
(price TWD)
$ 29.22
28.52
28.55
-
28.51
28.51
Weighted-
average
exercise
(price TWD)
34.49
29.22
29.25
35.60
29.22
29.23
28,202
5,617

Further details of the outstanding stock options of the Company as of December 31, 2020 and 2019 were as follows:

Range of exercise price (dollar)
Weighted average of remaining option plan period (year)
(iii) Compensation cost
Compensation cost arising from share options granted to
employees
December 31,
2020
December 31,
2019
28.5~29.6
29.2~33.1
3.35~3.61
4.36~4.61
For the years ended December 31,
December 31,
2020
December 31,
2019
28.5~29.6
29.2~33.1
3.35~3.61
4.36~4.61
For the years ended December 31,
2020
$
58,420
2019
150,116

(Continued)

39

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

(m) Earnings per share

Basic earnings per share
Net income attributable to the Company
Weighted-average number of ordinary shares outstanding (basic)
Basic earnings per share (dollar)
Diluted earnings per share:
Net income attributable to the Company (basic and diluted)
Effect of potentially dilutive ordinary shares
Weighted-average number of ordinary shares (basic)
Effect of employee stock option
Effect of employee remuneration
Weighted-average number of ordinary shares (diluted)
Diluted earnings per share (dollar)
For the years ended December 31, For the years ended December 31,
2020
$
7,686,041
3,065,482
$
2.51
$
7,686,041
3,065,482
8,474
8,408
3,082,364
$
2.49
2019
9,824,599
3,045,219
3.23
9,824,599
3,045,219
22,392
14,052
3,081,663
3.19

(n) Revenue from contracts with customers

(i) Disaggregation of revenue

Primary geographic markets:
Taiwan
Japan
China
USA
Other countries
Major products line:
Dynamic Random Access Memory (DRAM)
Others
For the year
ended December
31, 2020
Manufacturing
department
$ 18,120,076
3,777,093
25,456,947
9,262,938
4,083,336
$
60,700,390
$ 60,562,260
138,130
$
60,700,390
For the year
ended December
31, 2019
Manufacturing
department
19,426,583
3,849,678
18,562,317
5,917,946
3,718,970
51,475,494
51,266,263
209,231
51,475,494

(Continued)

40

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

(i) Contract balances

Notes receivable from operating
activities
Notes receivable-related parties
from non-operating activities
Accounts receivable (including
related parties)
Total
December 31,
2020
$ -
-
8,235,352
$
8,235,352
December 31,
2019
-
41,545
7,466,062
7,507,607
January 1,
2019
481
-
10,217,057
10,217,538

For details on notes and accounts receivable (including related parties), and loss allowance for impairment, please refer to note 6(b).

(o) Remuneration to employees

According to the Company's articles of incorporation, if the Company makes a profit, it should appropriate for employee compensation which is calculated based on 1% to 12% of the Company's net income before tax before deduction of employee compensation, and after offsetting accumulated deficits, if any, should be distributed as employee compensations. Employees who are entitled to receive the above-mentioned employee compensation, in shares or cash, include the employees of the subsidiaries of the Company who meet certain specific requirements.

The estimated employee remuneration which was charged to profit or loss under operating costs or expense amounted to $600,000 and $800,000 for the years ended 2020 and 2019, respectively. This employee remuneration was estimated based on the Company's net income before tax before deducting any employee compensation, according to the earnings allocation method as stated under the Company's articles of association, the related information would be available at the Market Observation Post System website.

There is no difference between the estimated amounts of employee remuneration for the year ended December 31, 2020 and 2019 and the financial statements for the year ended December 31, 2020 and 2019, which were approved by the Company's Board of Directors.

(p) Non-operating income and expenses

(i) Interest income

Interest income from bank deposits and short-term notes
Interest income from financial lease receivables
For the years ended
December 31,
For the years ended
December 31,
2020
$ 49,393
78,316
$
127,709
2019
246,818
96,730
343,548

(Continued)

41

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

(ii) Other gains and losses

Gain or loss on disposal of property, plant and equipment
Foreign exchange gains (losses)
Reversal of impairment loss (impairment loss) on non-
financial assets
Others
Finance costs
Amortization interest of lease liabilities
Others
For the years ended
December 31,
2020
2019
$ (6,633)
4,723
(699,836)
(168,956)
-
213,282
178,588
180,778
$
(527,881)
229,827
For the years ended
December 31,
2020
2019
12,833
2,933
190
191
$
13,023
3,124
  • (iii) Finance costs

(q) Financial instruments

  • (i) Credit risk

1) Exposure to credit risk

The carrying amount of financial assets represents the maximum exposure to credit risk.

2) Concentration of credit risk

The majority of Company's customers are mostly those in the high-tech industry. In order to reduce accounts receivable credit risk, the Company continuously assesses the financial condition of its customers. If it is necessary, the Company will ask for guarantees or warranties. The Company still regularly assesses the likelihood of collectability of accounts receivable and sets aside allowance for bad debts, based on the result of management�s evaluation of the overall amounts of bad debts.

As of December 31, 2020 and 2019, the Company�s major customers consisted of five and eight customers which accounted for 75.46% and 69.57%, respectively, of accounts receivable so that management believes the concentration of credit risk.

3) Credit risk of receivables

For credit risk exposure of notes and accounts receivables (including related parties), please refer to note 6(b).

Other financial assets measured at amortized cost includes other receivables, time deposits and refundable deposits.

(Continued)

42

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

Considering that the Company deals only with other external parties with good credit standing and with the above investment grade financial institutions, all of the above financial assets are considered to have low credit risk.

As of December 31, 2020 and 2019, no allowance for impairment was provided because there was no indication of credit-impaired for the 12-month ECL or lifetime ECL allowance for other financial assets measured at amortized cost.

(ii) Liquidity risk

The following are the remaining contractual maturities at the end of the reporting period of financial liabilities, including estimated interest payments but excluding the impact of netting agreements:

December 31, 2020
Non-derivative financial liabilities
Accounts payable (including related parties)
Other payable (including related parties)
Lease liabilities (including current portion)
December 31, 2019
Non-derivative financial liabilities
Accounts payable (including related parties)
Other payable (including related parties)
Lease liabilities- Current
Total
Carrying
amount
$ 2,111,774
5,281,268
1,796,084
$
9,189,126
$ 2,706,958
7,864,881
99,924
$
10,671,763
Contractual
cash flow
2,111,774
5,281,268
1,914,405
Within 6
months
2,111,774
5,281,268
100,758
6-12months
-
-
100,758
100,758
-
-
-
-
1-2years
-
-
201,516
2-5years
-
-
604,549
Over 5 years
-
-
906,824
9,307,447
2,706,958
7,864,881
100,336
7,493,800
2,706,958
7,864,881
100,336
201,516
-
-
-
604,549
-
-
-
906,824
-
-
-
10,672,175 10,672,175 - - -

It is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts.

  • (iii) Currency risk

  • 1) Exposure to currency risk

The Company�s significant exposure to foreign currency risk was as follows:

Financial assets:
Monetary items
USD
JPY
EUR
HKD
Financial liabilities:
Monetary items
USD
JPY
EUR
December 31, 2020
Foreign
currency
(in thousands)
Foreign
rate
(dollars)
New
Taiwan
Dollars
$ 367,526
28.508
10,477,431
3,490,741
0.2724
950,878
42
34.5600
1,452
1,379
3.6257
5,000
$ 115,140
28.508
3,282,411
1,272,668
0.2724
346,675
150
34.5600
5,184
December 31, 2020
Foreign
currency
(in thousands)
Foreign
rate
(dollars)
New
Taiwan
Dollars
$ 367,526
28.508
10,477,431
3,490,741
0.2724
950,878
42
34.5600
1,452
1,379
3.6257
5,000
$ 115,140
28.508
3,282,411
1,272,668
0.2724
346,675
150
34.5600
5,184
December 31, 2019 December 31, 2019
Foreign
currency
(in thousands)
$ 367,526
3,490,741
42
1,379
$ 115,140
1,272,668
150
Foreign
rate
(dollars)
28.508
0.2724
34.5600
3.6257
28.508
0.2724
34.5600
Foreign
currency
(in thousands)
306,649
2,546,135
144
227,936
112,965
2,014,894
4,616
Foreign
rate
(dollars)
New
Taiwan
Dollars
30.106
9,231,975
0.2763
703,497
33.690
4,851
3.863
880,608
30.106
3,400,924
0.2763
556,715
33.690
155,511

(Continued)

43

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

2) Sensitivity analysis

The Company�s exposure to foreign currency risk arises from the foreign currency exchange fluctuations on cash and cash equivalents, accounts receivable (including related parties), accounts payable, and other payables (including related parties) which are denominated in different foreign currencies. A 1% depreciation of the TWD against the USD, EUR, and JPY as of December 31, 2020 and 2019 would have increased the net income before tax by $78,005 and $67,077 for the years ended 2020 and 2019, respectively. This 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.

Since the Company has many kinds of functional currency, the information on foreign exchange loss on monetary items is disclosed by total amount. For the years ended December 31, 2020 and 2019, foreign exchange gain (loss) (including realized and unrealized portions) amounted to $699,836 and $168,956, respectively.

  • (iv) Fair value of financial instruments

  • 1) Types and fair value of financial instruments

The fair value of financial liabilities at fair value though profit or loss was measured at recurring fair value. The carrying amount and fair value of the Company's financial assets and liabilities, 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, disclosure of fair value information is not required:

Financial assets measured at amortized
cost
Cash and cash equivalents
Notes and accounts receivable
(including related parties)
Other receivables
Lease payments receivable (including
current portion)
Total
Financial liabilities measured at
amortized cost
Accounts payable (including related
parties)
Other payables (including related
parties)
Lease liabilities (including current
portion)
Total
December 31, 2020 December 31, 2020 December 31, 2020
Book Value
$ 16,573,114
8,235,352
1,249,639
689,886
$
26,747,991
$ 2,111,774
5,281,268
1,796,084
$
9,189,126
Level 1
-
-
-
-
-
-
-
-
-
Fair Value
Level 2
-
-
-
-
-
-
-
-
-
Level 3
-
-
-
-
-
-
-
-
-
Total
-
-
-
-
-
-
-
-
-

(Continued)

44

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

==> picture [397 x 216] intentionally omitted <==

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

December 31, 2019
Fair Value
Book Value Level 1 Level 2 Level 3 Total
Financial assets measured at amortized
cost
Cash and cash equivalents $ 6,497,820 - - - -
Notes and accounts receivable
(including related parties) 7,507,607 - - - -
Other receivables 1,379,107 - - - -
Lease payments receivable (including
current portion) 875,900 - - - -
Total $ 16,260,434 - - - -
Financial liabilities measured at
amortized cost
Notes and accounts payable
(including related parties) 2,706,958 - - - -
Other payables (including related
parties) 7,864,881 - - - -
Lease liabilities-current 99,924 - - - -
Total $ 10,671,763 - - - -
----- End of picture text -----

  - 2) There were no transfers from financial assets at fair value for the years ended 2020 and 2019.
  • (r) Financial risk management

  • (i) Nature and extent

The Company has the following exposure risks for holding certain financial instruments:

  • 1) Credit risk

  • 2) Liquidity risk

  • 3) Market risk

The following further discloses detailed information about exposure risk arising from the aforementioned risks and the Company�s objectives, policies and processes for measuring and managing the above mentioned risks. For more disclosures about the quantitative effects of these exposure risks, please refer to the respective notes in the financial statements.

  • (ii) Framework of risk management

The Company's Board of Directors has overall responsibility for the establishment and oversight of the risk management framework.

The Company's risk management policies are established to identify and analyze the risks being 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 changes in market conditions and the Company�s activities. The Company, through their training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

(Continued)

45

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

The Company's Board of Directors oversees how management monitors 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 Company�s 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.

(iii) 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, and arises principally from the Company's receivables from customers, bank deposits and investments.

1) Accounts receivable

The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Company's customer base, including the default risk of the industry and country in which customers operate, as these factors may have an influence on credit risk.

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. Purchase limits are established for each customer, which represent the maximum open amount without requiring approval from the Company; these limits are reviewed quarterly. Customers that fail to meet the Company's benchmark creditworthiness may transact with the Company only on a prepayment basis.

The Company established an impairment allowance that represents its estimate of incurred losses in respect of accounts receivable and investments. Major components of this impairment allowance are specific loss component that is related to individually significant exposure and collective loss component where is the loss is incurred but not identified. The collective component is based on historical payment experience of similar financial assets.

2) Investment

The credit risk exposure in the bank deposits and other financial instruments are measured and monitored by the Company's finance department. Considering that the Company deals only with banks and other external parties with good credit standing and with above investment grade financial institutions, corporate organization and government agencies, management is not expecting non-compliance issues and significant credit risk.

3) Guarantees

The Company�s policy is to provide financial guarantees only to wholly owned subsidiaries. At December 31, 2020 and 2019, no other guarantees were outstanding.

(Continued)

46

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

(iv) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. Also, the Company's approach to managing liquidity is to ensure, as much as possible, that it will always have sufficient current funds, such as cash and cash equivalents, securities with high liquidity and sufficient credit line from banks, to meet its liabilities when due, without incurring unacceptable losses or risking damage to the Consolidated Company's reputation.

The Company has unused bank facilities for $20,072,000 and $17,479,000 as of December 31, 2020 and 2019.

(v) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

The Company buys and sells derivatives in order to reduce market risks. All these transactions are made in accordance with the risk management policy.

1) Currency risk

The Company's exposure to currency risk is on sales, purchases and borrowings that are denominated in a currency other than the respective functional currencies of the Company, primarily the New Taiwan Dollars (NTD). The currencies used in these transactions are denominated in NTD, USD, JPY, EUR and HKD.

(s) Capital management

The Company's policy is to maintain a strong capital base in order to maintain investor, creditor and market confidence and to sustain future development of the business. Capital consists of the Company's equity.

The Company may adjust the payment of dividend to shareholders, return cash to shareholders through capital reduction, issue new shares or sell held for sale assets in order to pay off its liabilities. Likewise, the Company monitors its debt-to-capital ratio which serves as the basis to control capital, the same practice as the other companies in the industry. The Company's debt-tocapital ratio on reporting date was as follows:

Total Liabilities
Deduct: cash and cash equivalents
Net liabilities
Total equity
Debt-to-capital ratio
December 31,
2020
$ 11,812,445
(16,573,114)
$
(4,760,669)
$
153,812,027
%
(3.10)
December 31,
2019
13,081,887
(6,497,820)
6,584,067
152,011,553
%
4.33

(Continued)

47

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

The Company has not changed its capital management strategy as of December 31, 2020.

  • (t) The investing and financing activities on non-cash transactions

The Company's investing and financing activities on non-cash transactions for the years ended 2020 and 2019 were as follows:

  • (i) Acquisition of right-of-use asses by lease, please refer to Note6(f)

(ii)

Acquisition of property, plant and equipment
Add: Payables on equipment at beginning of period
Less: Payables on equipment at end of period
Others
Cash Paid
Acquisition of intangible assets
Add: Payables on patent authorization at beginning of
period
Less: Payables on patent authorization at end of period
Others
Cash paid
(iii) Retirement of treasury shares
For the years ended
December 31,
For the years ended
December 31,
For the years ended
December 31,
2020 2019
$ 8,337,644
4,080,199
973,002
2,383,092
(693,313)
(973,002)
(167,843)
-
$
8,449,490
5,490,289
For the years ended
December 31,
4,080,199
2,383,092
(973,002)
-
2020 2019
$ 1,650,880
377,975
204,017
-
(917,376)
(204,017)
(58,864)
(9,292)
$
878,657
164,666
For the years ended
December 31,
377,975
-
(204,017)
(9,292)
2019
2,665,621

(iv) Reconciliation of liabilities arising from financing activities were as follows:

Lease liabilities
Lease liabilities
January 1, 2020
$
99,924
January 1, 2019
$
300,605
Cash flow
(188,459)
Cash flow
(184,115)
Non-Cash changes December 31,
2020
Increase
1,884,277
Increased by
other payables
(70)
Non-Cash changes
Interest
expense
412
1,796,084
December 31,
2020
Change in an
index of lease
payment
(2,776)
Increased by
other payables
(16,723)
Interest
expense
2,933
99,924

(Continued)

48

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

(7) Related-party transactions:

(a) Names and relationship with related parties

The following are entities that have had transactions with related party during the periods covered in the financial statements.

Name of related party Relationship with the Company Nanya Technology Corp. U.S.A. The Company�s subsidiary Nanya Technology Corp. Delaware The Company�s subsidiary Nanya Technology Corp. H.K. The Company�s subsidiary Nanya Technology Corp. Japan The Company�s subsidiary Nanya Technology International, Ltd. The Company�s subsidiary Nanya Technology Corp. Europe GmbH The Company�s subsidiary Nanya Technology Corp. Shenzhen The Company�s subsidiary Nan Ya Photonics Incorporation The Company�s other related parties Formosa Sumco Technology Corporation The Company�s other related parties Formosa Advanced Technologies Co., Ltd. The Company�s associates Formosa Technologies Corporation The Company�s other related parties Formosa Biomedical Technology Corp. The Company�s other related parties Formosa Petrochemical Corporation The Company�s other related parties Formosa Plastics Corporation The Company�s other related parties Formosa FCFC Carpet Corporation The Company�s other related parties Formosa Waters Technology Co., Ltd. The Company�s other related parties Nan Ya Plastics Corporation The entity with significant influence over the Company Formosa Taffeta Co., Ltd. The Company�s other related parties

  • (b) Significant related-party transactions

  • (i) Sales to related parties

Subsidiaries
Nanya Technology Corp. USA
Other Subsidiaries
Associates
Total
Sales
For the years ended December 31,
2020
2019
$ 9,211,321
5,663,168
6,613,016
6,622,021
9,271
-
$
15,833,608
12,285,189
Accounts receivable to
related parties
Accounts receivable to
related parties
2020
$ 9,211,321
6,613,016
9,271
$
15,833,608
December 31,
2020
1,436,308
1,243,457
8,237
2,688,002
December 31,
2019
1,506,295
884,855
-
2,391,150

(Continued)

49

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

The selling prices and collection terms for the sales to subsidiaries, related parties and associates above are not significantly different from those third-party customers, and the normal credit term with the related parties above is O/A 60 to 180 days and due for collection on the 15th day of the month following the month of delivery of goods sold. There is no collateral received among related parties accounts receivable. However, not expected credit loss is necessary based on the result of management�s evaluation.

(ii) Purchase from related parties

Entities with significant influence
over the Company
Associates
Other related parties:
Formosa Sumco Technology
Corporation
Other related parties
Total
Purchases
For the years
ended December 31,
2020
2019
$ 89,770
98,740
801
1,157
573,342
1,199,180
233,946
305,673
$
897,859
1,604,750
Accounts payable to related
parties
Accounts payable to related
parties
2020
$ 89,770
801
573,342
233,946
$
897,859
December 31,
2020
9,686
-
71,257
3,735
84,678
December 31,
2019
6,183
-
119,204
7,812
133,199

The purchase price and payment terms for the purchase from related parties above are not significantly different from those with third party vendors, and the average payment period for notes and accounts payable pertaining to such purchase transactions ranged from one to two months, which was similar to that of other normal vendors.

(iii) Consigned out for processing

Associates Amount
For the years
ended December 31,
2020
2019
$
7,136,528
7,088,474
Other payables to related
parties
Other payables to related
parties
2020
$
7,136,528
December 31,
2020
1,049,080
December 31,
2019
1,202,342

The term of transactions with the related parties above is 60 days after the end of each month when processed consigned goods are received.

(Continued)

50

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

(iv) Service received

Relationship
Subsidiaries
Nanya Technology Corp. USA
Nanya Technology Corp. Europe
GmbH
Nanya Technology Corp. Shen zhen
Nanya Technology Corp. Delaware
Nanya Technology Corp. Japan
Other gains Other gains Administrati
For the ye
Decem
2020
-
-
53,955
467,288
1,165
522,408
ve expenses
ars ended
ber 31,
2019
-
-
53,344
476,401
2,005
531,750
Other payables to related
parties
December 31,
2020
December 31,
2019
-
-
-
-
3,532
6,241
46,251
50,381
-
-
49,783
56,622
Other payables to related
parties
December 31,
2020
December 31,
2019
-
-
-
-
3,532
6,241
46,251
50,381
-
-
49,783
56,622
For the yea
Decemb
rs ended
er 31,
2020
$ 288
171
-
144
-
$
603
2019
305
181
-
153
-
December 31,
2019
-
-
6,241
50,381
-
639 56,622

(v) Property transactions

  • 1) Acquisition of equipment:
Acquisition price
For the years ended
December 31,
2020
2019
$ 40,550
-
-
340
$
40,550
340
Other payables to related
parties
Other payables to related
parties
2020
$ 40,550
-
$
40,550
December 31,
2020
20,830
-
20,830
December 31,
2019
-
-
-

2) Acquisition of Financial Assets

Relationship
Other related
parties - Formosa
Taffeta Co., Ltd.
Subsidiary - Nanya
Technology
International, Ltd
Account
Investments accounted for
using equity method
Investments accounted for
using equity method
For the year ended December 31, 2019
Item of
transaction
Acquisition
price
Shares of Formosa Advanced Technologies Co.,
Ltd.
$ 2,049,483
Shares of Nanya Technology International, Ltd.
6,116,400
$
8,165,883
Number of shares
of transaction
(in thousands)
57,489
0.2

(vi) Lease contracts

Relationship
Entities with significant influence over the Company
Acquisition price Acquisition price
For the years ended
December 31,
2020
$
62,391
2019
49,426

The rentals charged to the entities with significant influence over the Company are determined based on the local market prices, and rents are paid monthly.

(Continued)

51

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

The Company entered into 9 to 10 years lease agreements between July and August 2020, as well as a 3 year lease agreement in July 2017, with Nan Ya Plastics Corporation, at the total values of $2,015,018 and $617,862, respectively. Also, for the years ended December 31, 2020 and 2019, the Group recognized the amount of $12,833 and $2,933, as interest expense, respectively. Furthermore, as of December 31, 2020 and 2019, the balance of lease liabilities amounted to $1,796,084 and $99,924, respectively. In additions, for the year ended December 31, 2020, the Group recognized the additional amount of $1,884,277 of right of use assets. Please refer to Note 6(f) for the details on right of use assets.

(vii) Others

Associates Other income
December 31,
2020
2019
$
3,635
41,545
Other payables to related parties Other payables to related parties
December 31,
2020
$
3,635
December 31,
2020
-
December 31,
2019
41,545
  • (c) Key management personnel compensation

Key management personnel compensation comprised:

Short-term employee benefits

Share-based payment
For the years ended
December 31,
For the years ended
December 31,
2020
$ 55,141
702
$
55,843
2019
79,107
3,942
83,049

Please refer to Note 6(l) for the details of share-based payment.

(8) Pledged assets: None

(9) Commitments and contingencies:

  • (a) Significant commitments
Guarantees for importation goods provided by bank

Unused letters of credit
Total
December 31,
2020
$ 935,000
660,779
$
1,595,779
December 31,
2019
1,045,000
39,023
1,084,023
  • (b) Contingent liabilities

  • (i) In 2000, the Company was charged by Brazil's Ministry of Justice as being involved in the International Monopolies, which influences Brazil's DRAM market. Consequently, the Company, other large international companies and individuals are investigated at the same time. The lawsuit was in a court hearing. The Company has engaged counsels to properly handle it to ensure the Company's rights.

(Continued)

52

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

  • (ii) In October 2016, Lone Star Silicon Innovations LLC (Lone Star) filed a lawsuit against Nanya Technology Corp. (Nanya) and two of its subsidiaries, Nanya Technology Corp., USA (NTC USA) and Nanya Technology Corp., Delaware (NTC Delaware), to the US District Court of East Texas for patent infringement. The lawsuit was handed over to the US District Court of Northern California in July 2017, wherein it was denied in January 2018. Therefore, Lone Star appealed to the US Court of Appeals for the Federal Circuit on the said matter. The case is still in progress. The Company has engaged lawyers to handle the case to ensure its rights.

  • (iii) In November 2019, Monterey Research LLC (Monterey) filed a lawsuit against Nanya Technology Corp. (Nanya) and two of its subsidiaries, Nanya Technology Corp., USA (NTC USA) and Nanya Technology Corp., Delaware (NTC Delaware), to the US District Court of Delaware for patent infringement. The Company has engaged counsels to properly handle it to ensure the Company's rights.

  • (iv) The original Joint Venture agreement signed by the Company, Micron Technology, Inc. and its related parties was terminated after Micron Semiconductor Co. completed its share-swap with Micron Technology Taiwan. Both parties had mutually agreed to sign a cooperation agreement, the details of the agreement were as follows:

  • 1) The estimated cost for improving specific environmental safety and factory facilities in mutually operating period of joint venture agreement amounted to US$54,030 thousand; the Company agreed to share the 50% portion of the total costs and accrued it as expense of $850,000 (USD27,015 thousand) to other payable. The Company will share the cost based on the actual amounts at the appointed time. As of December 31, 2020 and 2019, the payment amounting to $200,950 and $47,200 had been recognized by the Company, respectively.

  • 2) The Company agreed to share the 50% portion of the total losses for penalty, improving costs and suspending operation before the date of share-swap in the following two to five years due to an existing event of environmental safety and factory facilities which violated the laws.

(10) Losses Due to Major Disasters: None

(11) Subsequent Events:

On January 15 and February 2, 2021, the Company approved to transfer 3,936 thousand and 4,064 thousand treasury shares, respectively, to its employees; of which, only 3,922 thousand and 3,980 thousand treasury shares, respectively, were transferred, at the average repurchase price of $57.4 dollars, with the subscription record dates respectively set on the same dates as above.

(Continued)

53

NANYA TECHNOLOGY CORPORATION Notes to the Financial Statements

(12) Other:

A summary of current-period employee benefits, depreciation, and amortization, by function, is as follows:

follows:
For theyear ended December 31, 2020 For theyear ended December 31, 2019
Cost of
goods sold
Operating
expenses
Total Cost of
goods sold
Operating
expenses
Total
Employee benefits
Salaries
Labor and health insurance
Pension expenses
Remuneration of directors
Other personnel expenses
Depreciation expenses
Amortization expenses
2,955,084
194,298
99,661
-
73,204
13,773,731
236,477
1,823,776
90,411
62,006
6,500
30,092
430,796
-
4,778,860
284,709
161,667
6,500
103,296
14,204,527
236,477
3,041,992
192,226
99,008
-
71,809
14,045,030
91,126
1,643,263
73,687
54,255
6,660
23,935
273,001
-
4,685,255
265,913
153,263
6,660
95,744
14,318,031
91,126

The Company's number of employees and additional information on employee benefits for the years ended December 31, 2020 and 2019 are as follows

Number of employees
Number of directors who were not employees
The average employee benefit
The average salaries and wages
Changes of the average salaries and wages
Remuneration to supervisor

The Company�s salary and remuneration policies (including directors, managers, and employees) are as follows:

The Company established a remuneration committee to monitor its directors and executives, and to protect the rights of its shareholders and employees. Also, the Company formulates the policies, standards and structures of remuneration, to regularly examine the performance of directors and executives. Furthermore, the Company aims to attract and hold talented employees though providing competitive salaries.

(Continued)

54

NANYA TECHNOLOGY CORPORATION Notes to 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 Company for the year ended December 31, 2020:

  • (i) Loans to other parties: None

  • (ii) Guarantees and endorsements for other parties: None

  • (iii) Securities held as of December 31, 2020 (excluding investment in subsidiaries, associates and joint ventures):None

  • (iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of $300 million or 20% of the Company's paid-in capital:None

  • (v) Acquisition of individual real estate with amount exceeding the lower of $300 million or 20% of the Company's paid-in capital: None

  • (vi) Disposal of individual real estate with amount exceeding the lower of $300 million or 20% of the Company's paid-in capital: None

  • (vii) Related-party transaction for purchases and sales for which amounts exceeding the lower of $100 million or 20% of the Company's paid-in capital:

(In Thousands of New Taiwan Dollars)

Name of
company
Related party Nature of
relationship
Transaction details Transaction details Transaction details Transactions
different fr
with terms
om 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)
The Company
The Company
The Company
The company
Nanya
Technology
Corp.
Delaware
Nanya
Technology
Corp., U.S.A.
Nanya
Technology
Corp., Japan
Nanya
Technology
Corp., Europe
GmbH
Nanya
Technology
Corp., HK
The Company
The Company
Nanya Technology
Corp., U.S.A.
Nanya Technology
Corp., Japan
Nanya Technology
Corp., Europe
GmbH
Nanya Technology
Corp., HK
Nanya Technology
Corp.
Nanya Technology
Corp
Nanya Technology
Corp
Nanya Technology
Corp
Nanya Technology
Corp
Formosa Sumco
Technology
Corporation
Formosa Biomedical
Technology Corp.
Subsidiary
Subsidiary
Subsidiary
Subsidiary
The parent company
The parent company
The parent company
The parent company
Other related
company
Other related
company
Other related
company
(Sale)
(Sale)
(Sale)
(Sale)
(Sale)
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
(9,211,321)
(3,777,092)
(2,662,397)
(173,527)
(454,105)
9,211,321
3,777,092
2,662,397
173,527
573,342
156,534
(15.18)%
(6.22)%
(4.39)%
(0.29)%
100.00%
100.00%
100.00%
100.00%
100.00%
4.79%
1.31%
O/A 60~90Days
O/A 180Days
O/A 60~90Days
O/A 60~90 Days
O/A 60~90 Days
O/A 180Days
O/A 60~90Days
O/A 60~90Days
O/A 60Days
O/A 60Days
Payment after
arrival and
inspection of
goods
-
-
-
-
-
-
-
-
-
-
-
1,436,308
740,886
465,705
36,866
46,251
(1,436,308)
(740,886)
(465,705)
(36,866)
(71,257)
(3,602)
17.44%
9.00%
5.65%
0.45%
100.00%
(100.00)%
(100.00)%
(100.00)%
(100.00)%
(3.37)%
(0.17)%
-
-
-

(Continued)

55

NANYA TECHNOLOGY CORPORATION Notes to Financial Statements

(viii) Receivables from related parties with amounts exceeding the lower of $100 million or 20% of the Company's paid-in capital:

(In Thousands of New Taiwan Dollars)

Name of
company
Counter-party Nature of
relationship
Account receivable
from related parties
Turnover
rate
O verdue Amounts received in
subsequent period
Allowance
for bad debts
Amount Action taken
The Company
The Company
The Company
Nanya Technology Corp., U.S.A.

Nanya Technology Corp., Japan

Nanya Technology Europe GmbH
Subsidiary
Subsidiary
Subsidiary
1,436,308
740,886
465,705
6.26
6.30
6.26
-
-
-
- 644,093
419,180
282,397
-
-
-

(ix) Trading in derivative instruments: None

(b) Information on investees:

The following is the information on investees for the year ended December 31, 2020 (excluding information on investees in Mainland China):

(In Thousands of New Taiwan Dollars / shares)

Name of investor Name of investee Location Main
businesses and products
Original inves tment amount Balance as of December 3 1, 2020 Net income
(losses)
of investee
Share of
profits/losses
of investee
Note
December 31,
2020
December 31,
2019
Shares
(thousand)
Percentage of
ownership
Carrying
value
The Company
The Company
The Company
The Company
The Company
The Company
Nanya Technology
Corp., HK
Nanya Technology Corp., U.S.A.
Nanya Technology Corp., Delaware
Nanya Technology Corp., HK
Nanya Technology Corp., Japan
Formosa Advanced Technologies Co.,
Ltd.
Nanya Technology International, Ltd.
Nanya Technology Europe GmbH
U.S.A

U.S.A

Hong Kong

Japan

Yunlin
County,
Taiwan


British
Virgin Island

Germany
Sales of semiconductor products
Design of semiconductor products
Sales of semiconductor products
Sales of semiconductor products
Assembling, testing and producing
modules for IC
General investment business
Sales of semiconductor products
20,392
36,005
66,271
20,161
5,099,482
37,004,400
30,056
20,392
36,005
66,271
20,161
5,099,482
37,004,400
30,056
2
-
20
1
141,511
1.0
-
%
100.00
%
100.00
%
100.00
%
100.00
%
32.00
%
100.00
%
100.00
158,076
171,992
70,615
166,261
5,160,505
34,357,493
71,181
18,263
17,632
9,535
(15,847)
1,402,677
547,446
4,242
18,263
17,632
9,535
(15,847)
466,895
547,446
4,242
Note 1
Note 1
Note 1
Note 1
Note 3
Note 1
Note 2

Note 1: As subsidiary

Note 2: As sub-subsidiary

Note 3: As investee company accounted for using equity method

(c) Information on investment in mainland China:

  • (i) The names of investees in Mainland China, the main businesses and products, and other information:

(In Thousands of New Taiwan Dollars)

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, 2020
Investment flows
Outflow
Inflow
Investment flows
Outflow
Inflow
Accumulated outflow
of
investment from
Taiwan as of
December 31, 2020
Net
income
(losses)
of the
investee
Percentage
of
ownership
Investment
income
(losses)
Book
value
Accumulated
remittance of
earnings in
currentperiod
-
Inflow
Nanya Technology
Corp., Shenzhen
Sales of semiconductor
products
28,080
(USD985 thousand
)
(2)
28,080
(USD985 thousan
d)
-
- 28,080
(USD985 thousand)
3,681 100.00% 3,681
(Note 2)
18,977

Note 1 Three types of investments were as follows:

  • (1) Investing directly in Mainland China

  • (2) Investing the companies in Mainland China through third parties.

  • (3) Others

Note 2: The financial statements were reviewed by a certified public accountant of the Taiwanese parent company.

56

NANYA TECHNOLOGY CORPORATION Notes to Financial Statements

(ii) Limitation on investment in Mainland China:

itation on investment in Mainland China:
Accumulated Investment in Mainland China as
of December 31, 2020 (Note 1)
Investment Amounts Authorized by
Investment Commission, MOEA (Note 1)
Upper Limit on Investment (Note 2)
28,080
(USD985 thousand)
28,080
(USD985 thousand)
92,287,216

Note 1 The exchange rate of New Taiwan dollars to US dollars on December 31, 2020 was USD1 TWD 28.508.

Note 2 60% of net equity.

  • (iii) Significant transactions: None

  • (a) Information on major shareholders:

Shareholding
Shareholder�s Name
Shares Percentage
Nan Ya Plastics Corporation 907,303,775 %
29.31
Formosa Chemicals & Fibre Corporation 334,815,409 %
10.81
Formosa Plastics Corporation 334,815,409 %
10.81
Formosa Petrochemical Corp 334,815,409 %
10.81
  • Note 1: The information on major shareholders, which is provided by the Taiwan Depository & Clearing Corporation, summarized the shareholders who held over 5% of total non-physical ordinary shares and preference shares (including treasury shares) on the last business date of each quarter. The actual registered non-physical shares may be different from the capital shares disclosed in the financial statement due to different calculation basis.

  • Note 2: If shares are entrusted, the above information regarding such shares will be revealed by each trustors of individual trust ac count. The shareholders holding more than 10% of the total shares of the company should declare insider�s equity according to Securities and Exchange Act. The numbers of the shares declared by the insider include the shares of the trust assets which the insider has discretion over use. For details of the insider�s equity announcement please refer to the TWSE website.

(14) Segment information:

Please refer to the consolidated financial statements as of and for the year ended December 31, 2020.

57

Nanya Technology Corporation

STATEMENT OF CASH AND CASH EQUIVALENTS

December 31, 2020

(Expressed in thousands of New Taiwan Dollars)

Items
Cash in bank
Repurchase bonds
Commercial paper
Total
Description
Checking Account
Demand deposits
Foreign currency deposits
Amount
Note
$ 12,731
10,734,497
3,319,390
(Note)
492,080
2,014,416
$
16,573,114
Note Original
currency
(in thousand )
Currency rate
USD
109,017
28.508
JPY
770,896
0.2724
EUR
42
34.56
HKD
29
3.6257

58

Nanya Technology Corporation

Statement of trade receivables

December 31, 2020

(Expressed in thousands of New Taiwan Dollars)

Clients Amount
Non-related parties:
MediaTek Inc. $ 1,004,312
KINGSTON 950,315
WPI 608,667
Realtek Semiconductor Corp. 582,311
Kingston (Taiwan) 425,947
Techmosa International Inc 381,753
WT Microelectronics Co., Ltd. 380,658
Other (Less than 5% of the ending balance) 1,213,387
Total $ 5,547,350

59

Nanya Technology Corporation

STATEMENT OF INVENTORIES

December 31, 2020

(Expressed in thousands of New Taiwan Dollars)

Items
Raw materials
Work in process
Finished goods
Total
Amount Amount
Cost
$ 350,906
6,578,665
7,154,684
$
14,084,255
Net Realizable
value
350,906
6,578,665
7,154,684
14,084,255

60

Nanya Technology Corporation

STATEMENT OF PREPAYMENTS

December 31, 2020

(Expressed in thousands of New Taiwan Dollars)

Items
Prepaid expense
Prepaid material expense
Others
Total
Description
Amount
Project maintenance
$ 676,200
Computer usage fee
199,570
Software
193,397
R&D expense
100,687
Material
283,748
Less than 5% of the ending balance
57,711
$
1,511,313

61

Nanya Technology Corporation

STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

For the year ended December 31, 2020

(Expressed in thousands of New Taiwan Dollars)

Investee Company
Nanya Technology Corp, USA
Nanya Technology Corp, Delaware
Nanya Technology Corp, HK
Nanya Technology Corp, Japan
Formosa Advanceed Technologies Co., Ltd.
Nanya Technology International, Ltd
Subtoatl
Add: Exchange differences on translation of
foreign financial statements
Nanya Technology Corp, USA
Nanya Technology Corp, Delaware
Nanya Technology Corp, HK
Nanya Technology Corp, Japan
Nanya Technology International, Ltd
Subtoatl
Beginning Balance
Number of
Shares
Amount
2,400 $ 147,580
1
165,736
19,699
68,560
1,000
204,937
141,511,000
5,019,236
1,200
37,959,199
43,565,248
(1,318)
(2,056)
(10,578)
(21,670)
(902,417)
(938,039)
$
42,627,209
Addit ions
Amount
(Note1)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Disposals
Number of
Shares
Amount
(Note 1)
-
-
-
-
-
-
-
-
-
311,324
-
1,308,846
1,620,170
-
-
-
-
-
-
1,620,170
Disposals
Number of
Shares
Amount
(Note 1)
-
-
-
-
-
-
-
-
-
311,324
-
1,308,846
1,620,170
-
-
-
-
-
-
1,620,170
Others
(Note2)
2,711
-
-
1,263
(14,302)
-
(10,328)
(9,160)
(9,320)
3,098
(2,422)
(1,937,889)
(1,955,693)
(1,966,021)
Income from
investments
18,263
17,632
9,535
(15,847)
466,895
547,446
1,043,924
-
-
-
-
-
-
1,043,924
Ending Balance Ending Balance Amount
Guarantee
or pledge
168,554
Nil
183,368
Nil
78,095
Nil
190,353
Nil
5,160,505
Nil
37,197,799
Nil
42,978,674
(10,478)
(11,376)
(7,480)
(24,092)
(2,840,306)
(2,893,732)
40,084,942

Number of
Shares
Number of
Shares
-
-
-
-
-
-
Number of
Shares
-
-
-
-
-
-

Number of
Shares
2,400
1
19,699
1,000
141,511,000
1,200

Percentage
of ownership
%
100.00
%
100.00
%
100.00
%
100.00
%
32.00
%
100.00
2,400
1
19,699
1,000
141,511,000
1,200

Note1 : The amounts consisted of cash dividend.

Note2 : The amounts consisted of realized net profit or loss from sales amounting to $3,974, share of other comprehensive income of associates accounted for using equity method amounting to $(14,316),and changes in Capital surplus amounting to $14.

62

Nanya Technology Corporation

STATEMENT OF TRADE PAYABLES

December 31, 2020

(Expressed in thousands of New Taiwan Dollars)

Items Amount
Accounts O/A payable $ 478,979
Accounts raw material and supplies payable 1,514,079
Others (Less than 5% of the ending balance) 34,038
Total $ 2,027,096

STATEMENT OF OTHER PAYABLES

Items Amount
Salaries payable $ 1,200,994
Royalty Payable 1,119,465
Consigned out for processing 521,634
Others (Less than 5% of the ending 1,319,482
balance)
$ 4,161,575

63

Nanya Technology Corporation

STATEMENT OF OPERATING COSTS

For the year ended December 31, 2020

(Expressed in thousands of New Taiwan Dollars)

Items Amount
Beginning balance of year for raw materials $ 381,848
Add: raw materials purchased 11,979,905
Ending balance of year for raw materials (350,906)
Add: Others 207,639
Less: Reclassified to manufacturing and operating expenses (4,541,151)
Usage material 7,677,335
Direct labor 547,361
Manufacturing expenses 34,164,940
Manufacturing Costs 42,389,636
Beginning balance of year for work in progress 7,329,074
Add: Transferred from finished goods 12,061,787
Less: Reclassified to operating expenses (1,405,353)
Ending balance of year for work in progress (6,578,665)
Cost of finished goods 53,796,479
Beginning balance of year for finished goods 10,361,386
Less: Reclassified to work in progress (12,061,787)
Reclassified to operating expenses (60,376)
Ending balance of year for finished goods (7,154,684)
Add: Other costs 144,745
Loss on work stoppage 262,479
Operating costs $ 45,288,242

64

Nanya Technology Corporation

STATEMENT OF SELLING EXPENSES

For the year ended December 31, 2020

(Expressed in thousands of New Taiwan Dollars)

Items Amount
Salaries $ 232,123
Air Freights on export sales 100,962
Commissions on export sales 55,412
Compensation costs 35,180
Welfare costs 30,431
Others (Less than 5% of the ending 146,754
balance)
Total $ 600,862

65

Nanya Technology Corporation

STATEMENT OF ADMINISTRATIVE EXPENSES

For the year ended December 31, 2020

(Expressed in thousands of New Taiwan Dollars)

Items Amount
Salaries $ 484,028
Amortization expenses 162,652
Miscellaneous expenses 153,892
Professional service fee 147,958
Utilities 97,382
Rent expenses 67,599
Others (Less than 5% of the ending 198,964
balance)
$ 1,312,475

66

Nanya Technology Corporation

STATEMENT OF RESEARCH AND DEVELOPMENT EXPENSE

December 31, 2020

(Expressed in thousands of New Taiwan Dollars)

Items Amount
Testing material expenses $ 2,360,149
Salaries 1,294,526
Depreciation expenses 412,687
Computer usage expenses 339,061
Others (Less than 5% of the ending 753,073
balance)
$ 5,159,496