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Patec — Annual Report 2021
Aug 31, 2021
51988_rns_2021-08-31_720c0a02-f214-4f6f-8057-78eda5fd6b9e.pdf
Annual Report
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Patec Precision Industry Co., Ltd.
2020 Annual Report
Printed on May 28, 2021
Annual report inquiry website Market Observation Post System: http://mops.twse.com.tw
I. Spokesman: Name: Wee Liang-Kiang Title: General Manager Tel: (65) 6257-8122 E-mail: [email protected] Deputy Spokesman: Name: Sean Hsu Title: CFO Tel: (886) 2-7751-9850 E-mail: [email protected]
- II. Contact information of the headquarters, branch offices and subsidiaries:
(I) Headquarters Name: Patec Precision Industry Co., Ltd. Address: 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands Company website: www.patec-intl.com Tel: (65) 6257-8122 (II) Branch offices and subsidiaries: Name: Patec Pte. Ltd. Address: 54 Serangoon North Avenue4 #05-01 Cyberhub North Singapore 555854 Tel: (65) 6257-8122 Name: Patec Pte. Ltd. Taiwan Branch Address: 14F., No. 137, Sec. 2, Nanjing E. Rd., Zhongshan Dist., Taipei City 104, Taiwan (R.O.C.) Tel: (886) 2-7751-9850 Name: Press Automation Technology Pte. Ltd. Address: 54 Serangoon North Avenue4 #05-01 Cyberhub North Singapore 555854 Tel: (65) 6257-8122 Name: Wuxi Jingxin Precision Machining Co., Ltd. Address: No. C21-1, Shuofang Industrial Park Area, Phase 5, Xinwu Dist., Wuxi, China. Tel: (86) 510-8531-1462 Name: PT. PatecPresisi Engineering Address: Jl. Angsana Raya BlokL 3-01 Delta Silicon Industrial Park, Lippo Cikarang, Bekasi 17550, Indonesia Tel: (62) 21-8990-8366
- (III) Name, job title, contact telephone number, and e-mail address of the litigious and non-litigious agent within the R.O.C.
Name: Jack Liu Title: Associate general manager of Sales Tel: (886) 2-7751-9850 E-mail: [email protected]
| III. | Overseas trade places | for listed negotiable securities: |
|---|---|---|
| Name: | Transfer Agency Department of CTBC Bank Co., Ltd. | |
| Address: | 5F., No. 83, Sec. 1, Chongqing S. Rd., Zhongzheng Dist., Taipei | |
| City 100, Taiwan (R.O.C.) | ||
| Official website: | www.chinatrust.com.tw | |
| Tel: | (886) 2-6636-5566 | |
| IV. | Names of CPAs who attested the financial report for the most recent year, and the CPA firm | |
| names, addresses, web addresses, and telephone numbers. | ||
| Name of CPA: | CPA Chin-Chang Chen and CPA Yi-Fan Lin | |
| CPA firm: | PricewaterhouseCoopers (PwC) Taiwan | |
| Address: | 27F., No. 333, Sec. 1, Keelung Rd., Xinyi Dist., Taipei City 110, | |
| Taiwan (R.O.C.) | ||
| Official website: | www.pwc.tw | |
| Tel: | (02) 2729-6666 |
V. The name of any exchanges where the Company's securities are traded offshore, and the method by which to access information on said offshore securities: None.
- VI. Company website: www.patec-intl.com
VII. List of directors
| Title | Name | Nationality | Main experience and education |
|---|---|---|---|
| Director | Goh Mui Teck William |
Singapore | Senior Cambridge Examination Mayertro Electronics Pte. Ltd. sales and marketing manager Motorola Electronics Pte. Ltd. sales and marketing manager JIT Holdings Ltd. deputy chairman and group executive director |
| Director | Wee Liang Kiang (Note 1) |
Singapore | PhD in Industrial and Business Management, West Coast University Production Engineer of Fujitec Maxton Intl Pte. Ltd. sales manager Business manager of Komatsu Ltd.,Japan |
| Director | Wee Hong Jie |
Singapore | Bachelor’s degree in Mechanical Engineering and Business Management, Royal Melbourne Institute of Technology Sales Manager of Patec Precision Kft Special Assistant to GM of Patec Precision IndustryCo.,Ltd. |
| Director | Hidaka Hiroyuki (Note 2) |
Japan | Aeronautical Maintenance of Tokyo Aeronautical Engineering College Performance Efficiency of Sanno College Sales Manager of Press Automation Technology Pte. Ltd. |
| Independent Director |
Yen Chun Te |
R.O.C. | Bachelor’s degree in Accounting, Tunhai University CFO of Softstar Entertainment Inc. |
| Title | Name | Nationality | Main experience and education |
|---|---|---|---|
| Independent Director |
Tan Jee Yaw | Singapore | Nanyang Technological University Bachelor’s degree in Accounting, Nanyang Technological University Manager of Barclays Audit Manager of PwC Singapore Qualified CPA in Singapore Qualified CFA |
| Independent Director |
Ernest Yogarajah Balasubram aniam |
Singapore | National University of Singapore Master’s degree in Law Arfat Selvan Alliance LLC |
Note 1: The original director Wee Liang Kiang was dismissed on March 15, 2021. Note 2: The original director Hidaka Hiroyuki was dismissed on April 22, 2021.
Table of Contents
| One. LETTER TO SHAREHOLDERS ........................................................................................... 4 | One. LETTER TO SHAREHOLDERS ........................................................................................... 4 |
|---|---|
| Two. COMPANY PROFILE ............................................................................................................. 4 | |
| I. | DATE OF INCORPORATION .................................................................................... 6 |
| II. | A BRIEF HISTORY OF THE COMPANY ................................................................. 6 |
| III. | GROUP STRUCTURE ................................................................................................ 7 |
| IV. | RISK MATTERS ......................................................................................................... 7 |
| Three. CORPORATE GOVERNANCE REPORT ......................................................................... 8 | |
| I. | ORGANIZATIONAL SYSTEM .................................................................................. 8 |
| II. | INFORMATION ON THE COMPANY’S DIRECTORS, GENERAL |
| MANGER, DEPUTY GENERAL MANAGER AND ASSISTANT | |
| GENERAL MANAGER OF ALL THE COMPANY’S DIVISIOTN AND | |
| BRANCH UNITS ...................................................................................................... 10 | |
| III. | THE STATE OF THE COMPANY’S IMPLEMENTATION OF |
| CORPORATE GOVERNANCE ................................................................................ 21 | |
| IV. | INFORMATION ON CPA PROFESSIONAL FEES ................................................. 44 |
| V. | INFORMATION ON REPLACEMENT OF CERTIFIED PUBLIC |
| ACCOUNTANT ........................................................................................................ 45 | |
| VI. | INFORMATION ON SERVICE OF THE COMPANY’S CHAIRMAN, |
| PRESIDENT, AND FINANCIAL OR ACCOUNTING MANAGERS AT | |
| THE ACCOUNTING FIRM OR ITS AFFILIATES IN THE RECENT | |
| FISCAL YEAR, THE NAME AND POSITION OF THE PERSON, AND | |
| THE PERIOD DURING WHICH THE POSITION WAS HELD, SHALL BE | |
| DISCLOSED .............................................................................................................. 45 | |
| VII. | ASSESSMENT ON INDEPENDENCE OF THE CPA ............................................. 45 |
| VIII. | ANY TRANSFER OF EQUITY INTERESTS AND/OR PLEDGE OF OR |
| CHANGE IN EQUITY INTERESTS BY A DIRECTOR, SUPERVISOR, | |
| MANAGERIAL OFFICER OR SHAREHODER WITH A SHARE OF | |
| MORE THAN 10 PERCENT IN THE MOST RECENT FISCAL YEAR | |
| AND UP TO THE DATE OF PUBLICATION OF THE ANNUAL REPORT ......... 46 | |
| IX. | RELATIONSHIP INFORMATION, IF AMONG THE COMPANY’S 10 |
| LARGEST SHAREHOLDERS ANY ONE IS A RELATED PARTY OR A | |
| RELATIVE WITHIN THE SECOND DGREE OF KINSHIP OF ANOTHER ........ 48 | |
| X. | THE TOTAL NUMBER OF SHARES AND TOTAL SHAREHOLDING IN |
| ANY SINGLE ENTERPRISE BY THE COMPANY, ITS DIRECTORS AND | |
| SUPERVISORS, MANAGERS AND ANY COMPANIES CONTROLLED | |
| EITHER DIRECTLY OR INDIRECTLY BY THE COMPANY .............................. 49 | |
| Four. CAPITAL RAISING ACTIVITIES ...................................................................................... 50 | |
| I. | CAPITAL AND SHARES ......................................................................................... 50 |
| II. | CORPORATE BONDS (INCLUDING OVERSEAS CORPORATE BONDS) ....... 57 |
| III. | PREFERRED SHARES ............................................................................................. 57 |
| IV. | GLOBAL DEPOSITORY RECEIPTS (GDR) ........................................................... 57 |
| V. | EMPLOYEE STOCK WARRANTS ......................................................................... 57 |
| VI. | NEW RESTRICTED EMPLOYEE SHARES ........................................................... 57 |
| VII. | STATUS OF NEW SHARES ISSUANCE IN CONNECTION WITH |
| MERGERS AND AQUISITIONS ............................................................................. 57 |
− 1 −
VIII. THE STATUS OF IMPLEMENTATION OF CAPITAL ALLOCATION PLANS ....................................................................................................................... 57
| Five. OPERATIONAL HIGHLIGHTS .......................................................................................... 58 | Five. OPERATIONAL HIGHLIGHTS .......................................................................................... 58 |
|---|---|
| I. | BUSINESS ACTIVITIES .......................................................................................... 58 |
| II. | MARKET AND SALES OVERVIEW ...................................................................... 78 |
| III. | THE NUMBER OF EMPLOYEES AND THEIR INFORMATION FOR |
| THE 2 MOST RECENT FISCAL YEARS ................................................................ 90 | |
| IV. | DISBURSEMENTS FOR ENVIRONMENTAL PROTECTION ............................. 90 |
| V. | LABOR RELATIONS ............................................................................................... 91 |
| VI. | IMPORTANT CONTRACTS .................................................................................... 93 |
| Six. AN OVERVIEW OF THE COMPANY’S FINANCIAL STATUS ....................................... 94 | |
| I. | CONDENSED BALANCE SHEETS FOR THE PAST 5 FISCAL YEARS ............ 94 |
| II. | FINANCIAL ANALYSIS FOR THE PAST 5 FISCAL YEARS ............................... 96 |
| III. | SUPERVISORS’ OR AUDIT COMMITTEE’S REPORT FOR THE MOST |
| RECENT YEAR’S FINANCIAL STATEMENT ...................................................... 99 | |
| IV. | FINANCIAL STATEMENT FOR THE MOST RECENT FISCAL YEAR ............ 100 |
| V. | IF THE COMPANY OR ITS AFFILIATES HAVE EXPERIENCED |
| FINANCIAL DIFFICULTIES IN THE MOST RECENT FISCAL YEAR | |
| AND UP TO THE DATE OF PUBLICATION OF THE ANNUAL REPORT, | |
| THE REPORT SHALL EXPLAIN HOW SAID DIFFICULTIES WILL | |
| AFFECT THE COMPANY’S FINANCIAL SITUATION ...................................... 157 | |
| Seven. A REVIEW AND ANALYSIS OF THE COMPANY’S FINANCIAL POSITION | |
| AND FINANCIAL PERFORMANCE, AND A LISTING OF RISKS ...................................... 158 | |
| I. | FINANCIAL POSITION ......................................................................................... 158 |
| II. | FINANCIAL PERFORMANCE .............................................................................. 159 |
| III. | CASH FLOW ........................................................................................................... 160 |
| IV. | MAJOR CAPITAL EXPENDITURES DURING THE MOS RECENT |
| FISCAL YEAR ........................................................................................................ 160 | |
| V. | RE-INVESTMENT POLICY FOR THE MOST RECENT FISCAL YEAR, |
| THE MAIN REASONS FOR THE PROFITS OR LOSSES, | |
| IMPROVEMENT PLANS AND INVESTMENT PLANS FOR THE | |
| COMING YEAR ...................................................................................................... 160 | |
| VI. | RISK MATTERS ..................................................................................................... 162 |
| VII. | OTHER IMPORTANT MATTERS ......................................................................... 167 |
| Eight. SPECIAL DISCLOSURE .................................................................................................. 168 | |
| I. | INFORMATION RELATED TO THE COMPANY’S AFFILIATES ..................... 168 |
| II. | TRANSACTION ABOUT THE COMPANY’S PRIVATE PLACEMENT OF |
| SECURITIES DURING THE MOST RECENT FISCAL YEAR AND UP TO | |
| THE DATE OF PUBLICATION OF THE ANNUAL REPORT ............................. 171 | |
| III. | HOLDING OR DISPOSAL OF SHARES IN THE COMPANY BY THE |
| COMPANY’S SUBSIDIARIES DURING THE MOST RECENT FISCAL | |
| YEAR AND UP TO THE DATE OF PUBLICATION OF THE ANNUAL | |
| REPORT ................................................................................................................... 171 | |
| IV. | OTHER MATTERS THAT REQUIRE ADDITIONAL DESCRIPTION ............... 171 |
| V. | AN EXPLANATION OF ANY MATERIAL DIFFERENCES FROM THE |
| RULES OF THE R.O.C. IN RELATION TO THE PROTECTION OF | |
| SHAREHOLER EQUITY ....................................................................................... 172 |
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Nine. MATTERS IN ARTICLE 36 PARAGRAPH 3 SUBPARAGRAPH 2 OF THE SECURITIES EXCHANGE ACT THAT HAS SIGNIFICANT IMPACT ON SHAREHOLDERS’ EQUITY OR SHARE PRICE IN THE MOST RECENT FISCAL YEAR AND UP TO THE PUBLICATION OF THE ANNUAL REPORT ............................... 176
− 3 −
One. Letter to Shareholders
2020 business report Dear Shareholders:
Thank you for the encouragement and the support to the Company in the past year. Thank you for your time to participate in the Company’s 2021 general shareholders meeting during your busy schedule. Here, we would like to present the operating result in 2020; and a summary of the business plan for 2021.
2020 operating results
Global light vehicle sales volume was 77.66 million in 2020, which decreased 14% from 2019. Since global car sales volume peaked at 95.6 million in 2018, it has shown negative growth for two consecutive years. In addition to the continued shrinking in the global car market in 2020, the global COVID-19 pandemic also restricted people's lives. It reduced the car utilization rate, which has severely impacted the entire car market and has become a huge challenge to company operations.
The Company's main markets are in China and Europe. After going through the trough in the first quarter in 2020, COVID-19 slowed down in the second quarter. Since the Chinese government’s policy of promoting car consumption, the annual decline of the sales volume in the car market improved, with a cumulative sales volume of 25.272 million cars in 2020, declined 1.9%. For the major European countries that produce cars, they faced the difficulties of declining in global car demand and the trend of converting to electric cars. Covid-19 caused shutdowns of factories and the production, rise of product inventories, closure of car sales centers, and sluggish sales of new models, which have led to a serious decline in the number of new car registrations in European countries. The cumulative sales volume was 11.96 million in 2020, declined 24.32%.
The Company’s operating conditions in 2020, in terms of the components for cars and motorcycles, affected by the COVID-19 pandemic, the sales amount were 1.079 billion dollars and 42 million dollars, respectively; while in terms of machinery equipment, the sales amount was affected by the reduction in customer’s demand of production. The sales amount was 36 million dollars. In summary, the Company's overall performance was 1.182 billion dollars, a decrease of 34.19% from 2019 After considering the entire economic environment, the Company continued to optimize the costs and implemented the cost-saving policy and declined orders with low-profit margins, so there was still profit throughout the year.
Unit: NT$’000; %
| Analysis | Year | Year | 2019 |
2020 | Increase (Decrease)% |
|---|---|---|---|---|---|
| P&L | Sales | 1,795,565 | 1,181,611 |
(34.19%) |
|
| Gross Profit | 437,621 | 293,338 |
(32.97%) |
||
| Income after tax | 52,296 | 27,288 |
(47.82%) |
||
| Profitability | Return on assets (%) | 2.74 | 1.47 |
(46.35%) |
|
| Return on equity (%) | 3.90 | 2.08 |
(46.67%) |
||
| Ratio of register capital (%) |
Operating profit |
25.21 | 11.91 |
(52.76%) |
|
| Income before tax |
24.96 |
11.61 |
(53.49%) |
− 4 −
| Net profit rate (%) | 2.91 | 2.31 |
(20.62%) |
|
|---|---|---|---|---|
| Basic EPS (dollar) | 0.85 | 0.69 |
(18.82) |
|
| Diluted EPS (dollar) | 0.85 | 0.69 |
(18.82) |
2021 business plan
Although COVID-19 has a huge impact on the global economy, and the industry predicted that the demand in the global car consumption market would slow down, the company still planned to develop more applications of stamping workpieces with exclusive stamping equipment in 2021. It optimized the cost by improving the production process and production automation. We also negotiated the prices with customers to maintain the profits that we should have and actively developed new markets. Also, in response to changes in the industrial environment, the company has adjusted its direction and industry policies since 2019. The Company stepped into the medical devices and multi-party automation tool markets and cooperated with local equipment distributors. We hope to open customer markets in a short time and develop a solid basis with the advantages of sales channels.
Thanks again to all shareholders for the support and encouragement. Honesty and integrity, quality first, and sustainable management are the Company's tenet. Looking forward to 2021, the COVID-19 vaccine has gradually become available in the market, and the global economy is expected to recover gradually. The management teams and all colleagues will Continue to work hard, actively implement the above-mentioned operation plan, and continue to invest resources in technological development and improvement, increase products diversity in order to create new business territory and increase the Company’s value, and continue to create good profits for shareholders.
We wish you all prosperity and every success in the future.
Goh Mui Teck CHAIRMAN William Wee Liang CEO Kiang CFO Sean Hsu
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Two. Company Profile
I. Date of incorporation: June 29, 2011
Patec Precision Industry Co., Ltd. (hereinafter referred to as “the Company”, or referred to as “the Group” with all of its subsidiaries) was established on June 29, 2011 in the British Cayman Islands. It was established mainly for the restructuring of the Company’s organizational structure, and readily apply for listing on the Taiwan Stock Exchange. After restructuring, the Company became the holding company, which consolidate all of its subsidiaries, but with no real economic activity.
II. A BRIEF HISTORY OF THE COMPANY
| A BRIEF | HISTORY OF THE COMPANY |
|---|---|
| Date | A brief historyof the Company |
| 1992 | ● Wee Liang Kiang cooperated with a Japanese colleague Mr. Hidaka and jointlyestablished Press Automation TechnologyPte. Ltd.(Singapore) |
| 1993 | ● Invested in the R &D and manufacturingof stampingequipment(Japan). |
| 1997 | ● Established a factory in Singapore to produce press machines and equipment. |
| 2001 | ● Invested in Wuxi Jingxin Precision Machining Co., Ltd. (China) to develop in China's automotive stamped component market forproduction and sales. |
| 2006 | ● Established Patec Pte. Ltd. ● Invested in Indonesia’s PT. Patec Presisi Engineering to develop production and sales of locomotive and auto components in Indonesia. ● Ranked 29th in Singapore’s Enterprise 50 Awards. |
| 2007 | ● Ranked 6th in Singapore’s Enterprise 50 Awards. |
| 2008 | ● Established Patec Precision Kft (Hungary) to penetrate into Europe's automotive stamped component market. ● Acquired ISO-9001 certification. |
| 2009 | ● Established Wuxi Patec Precision Machining Co., Ltd., focusing on production and sales of stamping machine equipment in China. ● Acquired ISO/TS-16949 certification. |
| 2011 | ● Established PT. PDF Presisi Engineering (Indonesia). ● Established Patec Precision Industry Co., Ltd. (Cayman Islands) for the restructuring of the Company’s organizational structure, and readily apply for listingin Taiwan. |
| 2012 | ● Wuxi Jingxin Precision Machining Co., Ltd. obtained the high-tech enterprise certification(China). |
| 2013 | ● Established Yancheng JingXin Precision Machining Co., Ltd for processing of automotive components. ● Established the Audit Committee. ● Established the Remuneration Committee. |
| 2014 | ● Established Patec Precision Industry Co Ltd (Taiwan) as preparation for being listed in Taiwan, which is responsible for maintaining investor relations and the disclosure of real-time information, and gradually penetrate the sales market in Taiwan. ● Increased capital in Indonesia’s PT. API Precision. |
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| Date | A brief historyof the Company |
|---|---|
| 2015 | ● Officiallylisted on the Taiwan Stock Exchange. |
| 2016 | ● Issued the first unsecured corporate bonds in the R.O.C. |
| 2017 | ● Established Patec Medical Supplies Pte. Ltd. and Singapore Patec Medical Supplies Pte. Ltd. Taiwan Branch for sales of medical devices. ● Obtained the first grade medical equipment permit from the Ministry of Health and Welfare. |
| 2018 | ● Acquired BionicXP Pte. Ltd. for sales of automated machinery. |
| 2019 | ● Increased capital in Indonesia’s BionicXP Pte. Ltd.. |
| 2020 | ● Disposed Yancheng JingXin Precision Machining Co., Ltd.. ● BionicXP Pte. Ltd. changed its name to Kabam Pte. Ltd. ● Patec Pte Ltd partners First Armour to develop Jordan’s first automated N95 maskproduction line. |
III. GROUP STRUCTURE
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IV. Risk Matters:
Please refer to: "Seven. A Review and Analysis of the Company’s Financial Position and Financial Performance, and a Listing of Risks."
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Three. Corporate Governance Report
I. ORGANIZATIONAL SYSTEM
(I) Organizational System:
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Shareholder’s
Meeting
Audit Committee
Board of Directors
Remuneration Internal Audit
Committee Office
Chairman
General Manager
Financial Administration Sales Manufacturing R & D
Department Department Department Department Department
----- End of picture text -----
(II) Department functions:
| Department / Positions | Functions |
|---|---|
| Board of Directors | Set up policies and operational goals for the Company's business operations. |
| Remuneration Committee |
Establish and regularly review policies, systems, standards and structures for performance appraisal and compensation to directors and managers. Assess and determine the remuneration of directors and managers on a regular basis. |
| Audit Committee | Supervise the Company’s business, financial status, fair presentation of financial statements,and internal control effectiveness. |
| Internal Audit Office | Responsible for the Company’s internal auditing. |
| General Manager | Execute Board resolutions, and has general management responsibilities in the Company. |
| Administration Department |
Responsible for procurement, human resources management, information management, logistics, acceptance and distribution of documents,employee benefits,etc. |
| Financial Department | Responsible for the company's funding, accounting, budget control, and the analysis and interpretation of the Company’s financial structure, changes inprofit/loss,accountingreports,etc. |
| Sales Department | Responsible for collecting market information, product sales, customer service,as well asproduct and customer development. |
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| Department / Positions | Functions |
|---|---|
| Manufacturing Department |
Responsible for matters related to production and manufacturing of the Company’sproducts and equipment. |
| R & D Department | Responsible for the development, testing, improvement and management ofproduct technologies. |
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II. Information on the company's directors, general manager, deputy general manager, assistant general manager, and the supervisors of all the company's divisions and branch units
(I) Information on directors:
Apr 30, 2021; Unit: Share
| Title | Nationality or Place of Registration |
Name | Gender | Date Elected | Term | Date First Elected | Shareholding When Elected |
Shareholding When Elected |
Current Shareholding |
Current Shareholding |
Spouse & Minor Current Shareholding |
Spouse & Minor Current Shareholding |
Current Shareholding in the name of others |
Current Shareholding in the name of others |
Experience (Education) | Current Positions at The Company and Other Companies |
Executives, Directors or Supervisors who are spouses or within two degrees of kinship |
Executives, Directors or Supervisors who are spouses or within two degrees of kinship |
Executives, Directors or Supervisors who are spouses or within two degrees of kinship |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Percentage % | Shares | Percentage % | Shares | Percentage % | Shares | Percentage % | Title | Name | Relation | |||||||||
| Chairman (Note1) | Singapore | Wee Hong Jie | Male | 2019.06.28 | 3 years | 2012.01.18 | 113,501 | 0.28% | 9,101,591 | 19.89% | - | - | - | - | Bachelor’s degree in Mechanical Engineering and Business Management, Royal Melbourne Institute of Technology Sales Manager of Patec Precision Kft Special Assistant to GM of Patec Precision Industry Co., Ltd. |
Chairman of Patec Precision Industry Co., Ltd. Director of Wuxi JingXin Precision Machining Co., Ltd Director of Patec Precision Kft President Director of PT. Patec Presisi Engineering President Director of PT. PDF Presisi Engineering President Director of PT. API Precision |
GM | Wee Liang Kiang | Son |
| Director (Note1) | Singapore | Goh Mui Teck William |
Male | 2019.06.28 | 3 years | 2011.07.20 | 3,418,771 | 8.32% | 2,069,274 | 4.52% | - | - | - | - | Senior Cambridge Examination Mayertro Electronics Pte. Ltd. Sales and Marketing Manager Motorola Electronics Pte. Ltd. Sales and Marketing Manager JIT Holdings Ltd. Deputy Chairman and Group Executive Director |
Director of Patec Pte Ltd Director of Press Automation Technology Pte Ltd Director of Wuxi Jingxin Precision Machining Co.,Ltd. |
− | − | − |
− 10 −
| Title | Nationality or Place of Registration |
Name | Gender | Date Elected | Term | Date First Elected | Shareholding When Elected |
Shareholding When Elected |
Current Shareholding |
Current Shareholding |
Spouse & Minor Current Shareholding |
Spouse & Minor Current Shareholding |
Current Shareholding in the name of others |
Current Shareholding in the name of others |
Experience (Education) | Current Positions at The Company and Other Companies |
Executives, Directors or Supervisors who are spouses or within two degrees of kinship |
Executives, Directors or Supervisors who are spouses or within two degrees of kinship |
Executives, Directors or Supervisors who are spouses or within two degrees of kinship |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Percentage % | Shares | Percentage % | Shares | Percentage % | Shares | Percentage % | Title | Name | Relation | |||||||||
| Director | Singapore | Wee Liang Kiang (Note 2) | Male | 2019.06.28 | 3 years | 2011.07.20 | 5,781,192 | 14.07% | 223,385 | 0.49% | 93,553 | 0.20% | - | - | West Coast University PhD in Industrial and Business Management, West Coast University Production Engineer of Fujitec Maxton Intl Pte. Ltd. sales manager Sales Manager of Komatsu |
General Manager of Patec Precision Industry Co., Ltd. Director of Patec Pte Ltd Director of Press Automation Technology Pte Ltd Director of Wuxi Jingxin Precision Machining Co., Ltd. Director of Wuxi Patec Precision Machining Co., Ltd Director of Patec Precision Kft Director of Patec Investments Pte. Ltd. PT. Patec Presisi Engineering President Commissioner PT. PDF Presisi Engineering President Commissioner PT. API Precision President Commissioner |
Chairman | Wee Hong Jie | Son |
| Director | Japan | Hidaka Hiroyuki (Note 3) |
Male | 2019.06.28 | 3 years | 2019.06.28 | 2,125,571 | 5.25% | 1,049,274 | 2.29% | - | - | - | - | Aeronautical Maintenance of Tokyo Aeronautical Engineering College Performance Efficiency of Sanno College Sales Manager of Press Automation Technology Pte. Ltd. |
None | − | − | − |
| Independent Director | R.O.C. | Yen Chun Te | Male | 2019.06.28 | 3 years | 2013.11.29 | − | − | − | − | − | − | − | − | Bachelor’s degree in Accounting, Tunhai University CFO of Softstar Entertainment Inc. |
Group CFO of Winking Entertainment Co., Ltd. Patec Precision Industry Co., Ltd. independent Director Otsuka Information Technology Corp. Independent Director |
− | − | − |
− 11 −
| Title | Nationality or Place of Registration |
Name | Gender | Date Elected | Term | Date First Elected | Shareholding When Elected |
Shareholding When Elected |
Current Shareholding |
Current Shareholding |
Spouse & Minor Current Shareholding |
Spouse & Minor Current Shareholding |
Current Shareholding in the name of others |
Current Shareholding in the name of others |
Experience (Education) | Current Positions at The Company and Other Companies |
Executives, Directors or Supervisors who are spouses or within two degrees of kinship |
Executives, Directors or Supervisors who are spouses or within two degrees of kinship |
Executives, Directors or Supervisors who are spouses or within two degrees of kinship |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Percentage % | Shares | Percentage % | Shares | Percentage % | Shares | Percentage % | Title | Name | Relation | |||||||||
| Independent Director | Singapore | Tan Jee Yaw | Male | 2019.06.28 | 3 years | 2013.11.29 | − | − | − | − | − | − | − | − | Nanyang Technological University Bachelor’s degree in Accounting, Nanyang Technological University Manager of Barclays Audit Manager of PwC Singapore Qualified CPA in Singapore CFA |
Deputy general manager of BNP Paribas (Singapore) Patec Precision Industry Co., Ltd. independent Director |
− | − | − |
| Independent Director | Singapore | Ernest Yogarajah Balasubramaniam |
Male | 2019.06.28 | 3 years | 2012.01.18 | − | − | − | − | − | − | − | − | Master’s degree in Law, National University of Singapore Arfat Selvan Alliance LLC |
Certified attorney of UniLegal LLC Patec Precision Industry Co., Ltd. independent Director Independent director of VIBROPOWER Corporation Limited(Singapore) |
− | − | − |
Note 1: The company's board of directors elected Wee Hong Jie as the chairman of the board on April 22, 2021. Note 2: The original director Wee Liang Kiang was dismissed on March 15, 2021. Note 3: The original director Hidaka Hiroyuki was dismissed on April 22, 2021.
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(II) Major shareholders of institutional shareholders : Not applicable.
-
(III) Major shareholders of the Company’s major institutional shareholders: Not applicable.
-
(IV) Professional qualifications and independence analysis of directors (for directors that comply with the following criteria, please tick the appropriate corresponding boxes)
| Criteria Name |
At Least Five Years Work Experience and Meet One of the Following Professional Qualification Requirements |
At Least Five Years Work Experience and Meet One of the Following Professional Qualification Requirements |
At Least Five Years Work Experience and Meet One of the Following Professional Qualification Requirements |
Independence Attribute (Note) | Independence Attribute (Note) | Independence Attribute (Note) | Independence Attribute (Note) | Independence Attribute (Note) | Independence Attribute (Note) | Independence Attribute (Note) | Independence Attribute (Note) | Independence Attribute (Note) | Independence Attribute (Note) | Independence Attribute (Note) | Independence Attribute (Note) | Number of Holding Concurrent Independent Director Position in Other Public Companies |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| An Instructor or Higher Position in a Department of Commerce, Law, Finance, Accounting, or Other Academic Department Related to the Business Needs of the Company in a Public or Private Junior College, College or University |
A Judge, Public Prosecutor, Attorney, Certified Public Accountant, or Other Professional or Technical Specialist Who has Passed a National Examination and been Awarded a Certificate in a Profession Necessary for the Business of the Company |
Have Work Experience in the Areas of Commerce, Law, Finance, or Accounting, or Otherwise Necessary for the Business of the Company |
1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | ||
| Wee HongJie | − | − | V | − | − | − | − | V | V | V | − | V | − | V | V | 0 |
| Goh Mui Teck William |
− | − | V | V | − | − | V | − | V | V | V | V | V | V | V | 0 |
| Yen Chun Te | − | − | V | V | V | V | V | V | V | V | V | V | V | V | V | 1 |
| Ernest Yogarajah Balasubramaniam |
− | V | V | V | V | V | V | V | V | V | V | V | V | V | V | 1 |
| Tan Jee Yaw | − | V | V | V | V | V | V | V | V | V | V | V | V | V | V | 0 |
-
Note: The Directors and Supervisors comply with the following conditions from two years before being elected and appointed, and during his term of office, please tick the appropriate corresponding boxes.
-
(1) Not an employee of this Company or its affiliates.
-
(2) Not a Director or Supervisor of the Company or its affiliates. (However, this does not apply, in cases where the person is an Independent Director of the company or its parent company, subsidiary are set up according to this Act or local country ordinances).
-
(3) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of one percent or more of the total number of outstanding shares of the Company or ranking in the top ten in holdings.
-
(4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer under subparagraph 1 or any of the persons in the preceding two subparagraphs.
-
(5) Not a director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act.
-
(6) Not a director, supervisor, or employee of the company which majority director seats or voting shares and those of any other company are controlled by the same person.
-
(7) Not a director (or governor), supervisor, or employee of the company or institution which the chairperson, general manager, or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses.
-
(8) Not a director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the company.
-
(9) Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations.
− 13 −
-
(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.
− 14 −
(V) Information of general manager, deputy general manager, assistant general manager and managers of the Company’s divisions and branch units:
| branch | units: | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| April 30, 2021; Unit: Share | ||||||||||||||||
| Title | Nationality | Name | Gender | Inauguration date |
Shareholding | Spouses & Minor Shareholding |
Current Shareholding in the name of others |
Experience (Education) | Current Positions at Other Companies |
Managers who are spouses or within two degrees of kinship |
Managers holding employee share subscription warrants |
|||||
| Shares | Percentage % |
Shares | Percentage % |
Shares | Percentage % |
Title | Name | Relation | ||||||||
| Group General Manager |
Singapore | Wee Liang Kiang |
Male | 2013.11.29 | 223,385 | 0.49% | 93,553 | 0.20% | - | - | West Coast University PhD in Industrial and Business Management, West Coast University Production Engineer of Fujitec Maxton Intl Pte. Ltd. sales manager Sales Manager of Komatsu |
Director of Patec Precision Industry Co., Ltd. Director of Patec Pte Ltd Director of Press Automation Technology Pte Ltd Director of Wuxi Jingxin Precision Machining Co., Ltd. Director of Wuxi Patec Precision Machining Co., Ltd Director of Patec Precision Kft Director of Patec Investments Pte. Ltd. PT. Patec Presisi Engineering President Commissioner PT. PDF Presisi Engineering President Commissioner PT. API Precision President Commissioner |
None | None | None | − |
| General Manager (Wuxi Jingxin) |
China | Zhang Ping | Male |
2002.02.01 | 51,685 | 0.12% | - | - | - | - | Bachelor’s degree in Mechanical Engineering, Tsinghua University, Beijing Manager of Kaihua Moulds |
General Manager of Wuxi Patec Precision Machining Co., Ltd General manager of Yancheng JingXin Precision Machining Co., Ltd Director of Wuxi Jingxin Precision Machining Co.,Ltd. Director of Patec Precision Kft Supervisor of Wuxi Patec Precision MachiningCo., Ltd |
None | None | None |
− 15 −
| Title | Nationality | Name | Gender | Inauguration date |
Shareholding | Shareholding | Spouses & Minor Shareholding |
Spouses & Minor Shareholding |
Current Shareholding in the name of others |
Current Shareholding in the name of others |
Experience (Education) | Current Positions at Other Companies |
Managers who are spouses or within two degrees of kinship |
Managers who are spouses or within two degrees of kinship |
Managers who are spouses or within two degrees of kinship |
Managers holding employee share subscription warrants |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Percentage % |
Shares | Percentage % |
Shares | Percentage % |
Title | Name | Relation | ||||||||
| General Manager (PT. Patec, |
Indonesia | Adrian Nicolas |
Male | 2019.04.30 | - | - | - | - | - | - | PhD in American Institute of Management Studies Master’s degree in Corporate Management, Kennedy Western University Master’s degree in Chemical Engineering, Bandung Institute of Technology General manager and director of Philips Lightings Regional manager and executive director of Adient Automotive, Indonesia CEO of Staedtler Indonesia |
None | None | None | None | |
| Group CFO |
R.O.C. | Sean Hsu | Male | 2013.11.29 | 504,882 | 1.10% | - | - | - | - | Bachelor’s degree in Accounting, Soochow University Deputy audit manager of PwC Taiwan Deputy manager of Chailease Finance Co., Ltd. |
PT. Patec Presisi Engineering Commissioner |
None | None | None | |
| Auditing Manager |
R.O.C. | Pei-Ling Li | Female | 2014.02.28 | 42,564 | 0.09% | - | - | - | - | Bachelor’s degree in Accounting, Soochow University Auditor of Reanda M Y Wu & Co. Auditor of PwC Taiwan |
None | None | None | None |
− 16 −
(VI) Remuneration to directors, supervisors, general manager and deputy general manager in the most recent fiscal year 1. Remuneration paid to directors (independent directors):
Units: NT$ thousands
| Title | Name | Remunerations of Directors | Remunerations of Directors | Remunerations of Directors | Remunerations of Directors | Remunerations of Directors | Remunerations of Directors | Remunerations of Directors | Remunerations of Directors | Ratio of Total Remuneration (A+B+C+D) to Net Income (%) |
Ratio of Total Remuneration (A+B+C+D) to Net Income (%) |
Relevant remuneration received bydirectors who are also employees | Relevant remuneration received bydirectors who are also employees | Relevant remuneration received bydirectors who are also employees | Relevant remuneration received bydirectors who are also employees | Relevant remuneration received bydirectors who are also employees | Relevant remuneration received bydirectors who are also employees | Relevant remuneration received bydirectors who are also employees | Relevant remuneration received bydirectors who are also employees | Ratio of total compensation (A+B+C+D+E+F+ G) to net income (%) |
Ratio of total compensation (A+B+C+D+E+F+ G) to net income (%) |
Compensation paid to directors from an invested company other than the company’s subsidiary or parent Company |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Base Compensation (A) |
Severance Pay (B) |
Directors Compensation (C) |
Allowances (D) | Salary, Bonuses and Allowances(E) |
Severance Pay (F) |
Employee Compensation (G) | ||||||||||||||||
| The Company | All companies in the consolidated financial statement |
The Company | All companies in the consolidated financial statement |
The Company | All companies in the consolidated financial statement |
The Company | All companies in the consolidated financial statement |
The Company | All companies in the consolidated financial statement |
The Company | All companies in the consolidated financial statement |
The Company | All companies in the consolidated financial statement |
The Company | All companies in the consolidated financial statement |
The Company | All companies in the consolidated financial statement |
|||||
| Cash | Stock | Cash | Stock | |||||||||||||||||||
| Chairman (Note 1) |
Wee Hong Jie | − | − | − | − | 100 | 100 | 68 | 68 | 0.62 | 0.62 | − | 5,950 | − | 370 | − | − | − | − | 0.62 | 23.78 | − |
| Director (Note 1) |
Goh Mui Teck William |
− | − | − | − | 100 | 100 | 51 | 51 | 0.55 | 0.55 | − | − | − | − | − | − | − | − | 0.55 | 0.55 | − |
| Director | Wee Liang Kiang (Note 2) |
− | − | − | − | 100 | 100 | 68 | 68 | 0.62 | 0.62 | − | 9,684 | − | 115 | − | − | − | − | 0.62 | 36.53 | − |
| Director | Hidaka Hiroyuki (Note 3) |
− | − | − | − | 100 | 100 | 68 | 68 | 0.62 | 0.62 | − | − | − | − | − | − | − | − | 0.62 | 0.62 | − |
| Independent Director |
Yen Chun Te | − | − | − | − | 100 | 100 | 68 | 68 | 0.62 | 0.62 | − | − | − | − | − | − | − | − | 0.62 | 0.62 | − |
| Independent Director |
Ernest Yogarajah Balasubramaniam |
− | − | − | − | 100 | 100 | 68 | 68 | 0.62 | 0.62 | − | − | − | − | − | − | − | − | 0.62 | 0.62 | − |
| Independent Director |
Tan Jee Yaw | − | − | − | − | 100 | 100 | 68 | 68 | 0.62 | 0.62 | − | − | − | − | − | − | − | − | 0.62 | 0.62 | − |
| 1.Please state the payment policy, system, standard, and structure of the independent directors’ remuneration, and state the relevance with the amount of remuneration based on factors such as responsibility, risk, and time devoted: According to Article 99 of the Company's Articles of Association, if there is any surplus at the end of the fiscal year, no more than 3% of the net profit before tax shall be allocated as the remuneration for all directors of the Company. Reasonable remuneration shall be given after referring to the industry level, the Company's operating results, and the director’s contribution to the Company's performance, and shall be reviewed by the Remuneration Committee and the Board of Directors. 2.Except the sheet disclosed above,the remuneration to all the directors served for all the companies within the consolidated financial statement(such as a consultant not an employees)in the most recent fiscalyear: None. |
Note 1: The company's board of directors elected Wee Hong Jie as the chairman of the board on April 22, 2021. Note 2: The original director Wee Liang Kiang was dismissed on March 15, 2021. Note 3: The original director Hidaka Hiroyuki was dismissed on April 22, 2021.
− 17 −
Range of Remunerations
| Range of Remunerations | Range of Remunerations | Range of Remunerations | Range of Remunerations | |
|---|---|---|---|---|
| Range of remuneration paid to the Company’s directors |
Names of Directors | |||
| Total of(A+B+C+D) | Total of(A+B+C+D+E+F+G) | |||
| The Company | All companies in the consolidated financial statement |
The Company | All companies in the consolidated financial statement |
|
| Under NT$ 1,000,000 | Goh Mui Teck William, Wee Liang Kiang, Wee Hong Jie, James H. Wang, Yen Chun Te, Tan Jee Yaw, Ernest Yogarajah Balasubramaniam |
− | Goh Mui Teck William, Wee Liang Kiang, Wee Hong Jie, James H. Wang, Yen Chun Te, Tan Jee Yaw, Ernest Yogarajah Balasubramaniam |
− |
| NT$1,000,000 (included) ~ NT$2,000,000(excluded) |
− | − | − | − |
| NT$2,000,000 (included) ~ NT$3,500,000(excluded) |
− | − | − | − |
| NT$3,500,000 (included) ~ NT$5,000,000(excluded) |
− | − | − | − |
| NT$5,000,000 (included) ~ NT$10,000,000(excluded) |
− | − | − | Wee Liang Kiang, Wee HongJie |
| NT$10,000,000 (included) ~ NT$15,000,000(excluded) |
− | − | − | − |
| NT$15,000,000 (included) ~ NT$30,000,000(excluded) |
− | − | − | − |
| NT$30,000,000 (included) ~ NT$50,000,000(excluded) |
− | − | − | − |
| NT$50,000,000 (included) ~ NT$100,000,000(excluded) |
− | − | − | − |
| Over NT$100,000,000 | − | − | − | − |
| Total | 7 | 0 | 7 | 2 |
※ The remuneration disclosed in this table is different from the income concept of the Income Tax Act. Therefore, the purpose of this form is for information disclosure, and is not used for tax purposes.
-
Remunerations of Supervisors: Not applicable, as the Company has only established the audit committee.
-
Remunerations of General manager and deputy general manager
| Units: NT$ thousands | Units: NT$ thousands | Units: NT$ thousands | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Name | Salary (A) | Severance Pay (B) | Bonus and Allowances (C) |
Employee Compensation (D) | Ratio of total compensation (A+B+C+D) to net income(%) |
Compensation on paid to directors from an invested company other than the company’s subsidiary or parent company |
|||||||
| The Company | All companies in the consolidated financial statement |
The Company | All companies in the consolidated financial statement |
The Company | All companies in the consolidated financial statement |
The Company | All companies in the consolidated financial statement |
The Company | All companies in the consolidated financial statement |
|||||
| Cash | Stock | Cash | Stock | |||||||||||
| Group General Manager |
Wee Liang Kiang |
− | 16,914 | − | 741 | − | 2,157 | − | − | − | − | − | 51.07 | − |
| General Manager (Wuxi Jingxin) |
Chang Ping |
− 18 −
| General Manager (PT. Patec) |
General Manager (PT. Patec) |
Adrian Nicolas |
||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CFO | Sean Hsu | |||||||||||||||
| Range of Remunerations | ||||||||||||||||
| Range of remuneration paid to general managers and deputy general managers |
Names of General Managers and DeputyGeneral | Managers | ||||||||||||||
| The Company | All companies in the consolidated financial statement |
|||||||||||||||
| Under NT$ 1,000,000 | − | − | ||||||||||||||
| NT$1,000,000 (included) ~ NT$2,000,000(excluded) |
− | Adrian Nicolas | ||||||||||||||
| NT$2,000,000 (included) ~ NT$3,500,000(excluded) |
− | Sean Hsu, Chang Ping | ||||||||||||||
| NT$3,500,000 (included) ~ NT$5,000,000(excluded) |
− | − | ||||||||||||||
| NT$5,000,000 (included) ~ NT$10,000,000(excluded) |
− | Wee Liang Kiang | ||||||||||||||
| NT$10,000,000 (included) ~ NT$15,000,000(excluded) |
− | − | ||||||||||||||
| NT$15,000,000 (included) ~ NT$30,000,000(excluded) |
− | − | ||||||||||||||
| NT$30,000,000 (included) ~ NT$50,000,000(excluded) |
− | − | ||||||||||||||
| NT$50,000,000 (included) ~ NT$100,000,000(excluded) |
− | − | ||||||||||||||
| Over NT$100,000,000 | − | − | ||||||||||||||
| Total | 0 | 4 |
※ The remuneration disclosed in this table is different from the income concept of the Income Tax Act. Therefore, the purpose of this form is for information disclosure, and is not used for tax purposes.
4. The remuneration of the company's top five remuneration executives
| Units: NT$ thousands | Units: NT$ thousands | Units: NT$ thousands | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Name | Salary (A) | Severance Pay (B) | Bonus and Allowances (C) |
Employee Compensation (D) | Ratio of total compensation (A+B+C+D) to net income(%) |
Compensation on paid to directors from an invested company other than the company’s subsidiary or parent company |
|||||||
| The Company | All companies in the consolidated financial statement |
The Company | All companies in the consolidated financial statement |
The Company | All companies in the consolidated financial statement |
The Company | All companies in the consolidated financial statement |
The Company | All companies in the consolidated financial statement |
|||||
| Cash | Stock | Cash | Stock | |||||||||||
| Group General Manager |
Wee Liang Kiang |
− | 7,958 | − | 115 | − | 1,726 | − | − | − | − | − | 36.53 | − |
| President Director (Indonesia subsidiaries) |
Asan Tatang | − | 4,598 | − | 384 | − | 438 | − | − | − | − | − | 19.86 | − |
| Special Assistant to GroupGM |
Wee Hong Jie |
− | 4,018 | − | 370 | − | 1,932 | − | − | − | − | − | 23.78 | − |
| HR Manager (Patec SG) |
Giang Ho San George |
− | 2,457 | − | 260 | − | - | − | − | − | − | − | 9.96 | − |
| Financial Manager (Patec SG) |
Ong Jian Ming, Gary |
− | 2,127 | − | 115 | − | - | − | − | − | − | − | 8.22 | − |
− 19 −
-
※ The remuneration disclosed in this table is different from the income concept of the Income Tax Act. Therefore, the purpose of this form is for information disclosure, and is not used for tax purposes.
- Compensation distributed to managers, their name and distribution status: The Company did not distribute compensation to managers in the current fiscal year.
-
(VII) Analysis of the proportion of the total remuneration of directors, supervisors, general managers and deputy general managers of the Company paid by the Company and all companies in the consolidated financial statement to net profit after tax in individual financial statements of the recent two years. Explanation of remuneration policies, standards and packages, the procedure for determining remuneration, and its linkage to operating performance and future risk exposure.
- Analysis of the proportion of the total remuneration of directors, supervisors, general managers and deputy general managers of the Company paid by the Company and all companies in the consolidated financial statement to net profit after tax in consolidated financial statements:
| Units: NT$ thousands | Units: NT$ thousands | Units: NT$ thousands | Units: NT$ thousands | |||||
|---|---|---|---|---|---|---|---|---|
| Title | 2019 | 2020 | ||||||
| Total Remuneration | Total Remuneration | Total Remuneration | Total Remuneration | |||||
| The Company |
All invested companies |
The Company |
All invested companies |
The Company |
All invested companies |
The Company |
All invested companies |
|
| Director | 1,134 | 18,497 | 2.91% | 47.66% | 1,159 | 17,278 | 4.25% | 63.32% |
| General Manager and deputy general manager |
− | 19,812 | − | 51.07% | − | 14,767 | − | 54.12% |
- Explanation of remuneration policies, standards and packages, the procedure for determining remuneration, and its linkage to operating performance and future risk exposure:
The Company has established a Remuneration Committee, which is composed of the entire number of independent directors as members of the committee. The Remuneration Committee is responsible for establishing and regularly reviewing policies, systems, standards and structures for the performance appraisal and compensation to directors and managers. In addition, the committee regularly assess and refer to remuneration levels of its peers to determine the remuneration of directors and managers.
− 20 −
III. THE STATE OF THE COMPANY’S IMPLEMENTATION OF CORPORATE GOVERNANCE
-
(I) The state of operations of the board of directors: Number of meetings; attendance rate of each director; an evaluation of targets for strengthening of the functions of the board during the current and immediately preceding fiscal years, and measures taken toward achievement thereof; and any other matters that require reporting, please refer to the attached table:
-
The board of directors has held 4 meetings (A) in the most recent fiscal year (2020); the attendance of directors is shown below:
| Title | Name | In-person Attendance (B) |
By proxy | In-person Attendance Rate (%) (B/A) |
Remarks |
|---|---|---|---|---|---|
| Chairman | Goh Mui Teck William | 3 | 0 | 75 | Re-elected on June 28, 2019 The company's board of directors elected Wee Hong Jie as the chairman of the board on April 22,2021 |
| Director | Wee Liang Kiang | 4 | 0 | 100 | Re-elected on June 28,2019 |
| Director | Wee Hong Jie | 4 | 0 | 100 | Re-elected on June 28, 2019 The company's board of directors elected Wee Hong Jie as the chairman of the board on April 22,2021. |
| Director | Hidaka Hiroyuki | 4 | 0 | 100 | Newly-elected on June 28, 2019 |
| Independent Director |
Yen Chun Te | 3 | 1 | 75 | Re-elected on June 28,2019 |
| Independent Director |
Tan Jee Yaw | 4 | 0 | 100 | Re-elected on June 28,2019 |
| Independent Director |
Ernest Yogarajah Balasubramaniam |
4 | 0 | 100 | Re-elected on June 28,2019 |
| Other matters to be recorded: 1. For matters specified in Article 14.3 of the Taiwan Securities and Exchange Act and an independent director has opinions expressing objections or reservations at the meeting that were included in records or stated in writing, the meeting date, period, content, qualified opinion and resolution made by any independent directors, and the handling of opinions by the Company should be specified. (1) Matters specified in Article 14.3 of the Taiwan Securities and Exchange Act Period Content Resolutions Qualified opinions from any independent director and the handling of opinions bythe Company Mar 27, 2020 3rd meeting of the 5th term board of directors 1. Allocation of earnings for capital increase and issuance of new shares 2. Appointment of the accounting firm PwC Taiwan to conduct audit Proposals 1~2 were approved by all attendees with no objection Approved by resolution of all independent directors |
− 21 −
| May 11, 2020 4th meeting of the 5th term board of directors |
1. Amend the “Management of Board Meetings Operations”, “Ethical Corporate Management Best Practice Principles”, “Procedures for Ethical Management and Guidelines for Conduct”, “Audit Committee Charter” and “Remuneration Committee Charter” 2. Amend the “Rules of Procedure for Shareholders Meetings” and “Endorsements Management” |
Proposals 1~2 were approved by all attendees with no objection |
Approved by resolution of all independent directors |
|---|---|---|---|
| Aug 11,2020 5th meeting of the 5th term board of directors |
Endorsements/Guarantees to the Company’s subsidiary in Singapore |
Proposal was approved by all attendees with no objection |
Approved by resolution of all independent directors |
| Nov 13,2020 6th meeting of the 5th term board of directors |
Endorsements/Guarantees to the Company’s subsidiary in Indonesia |
Proposal was approved by all attendees with no objection |
Approved by resolution of all independent directors |
| Mar 30,2021 7th meeting of the 5th term board of directors |
1. Appointment of the accounting firm PwC Taiwan to conduct audit 2. Amend the “Rules of Procedure for Shareholders Meetings”and “Endorsements Management” 3. Review of the Tender Offer from YIDA INVESTMENTS PTE. LTD. to the Common Shares of the Company |
Proposals 1~2 were approved by all attendees with no objection Proposals 3 all the Board members in attendance confirm the identity and financial condition of the Offeror to be reasonable, the conditions of the Tender Offer to be fair, and the sources of the Tender Offer funds to be reasonable |
Approved by resolution of all independent directors |
-
For the avoidance of conflicts of interest among directors, the director’s name, meeting content, and reason for avoiding conflict of interest and participation in the voting process must be properly recorded: None.
-
The Company has established a self-evaluation system for the Board of Directors, and has conducted the Questionnaire of Self-Evaluation of Performance of the Board to evaluate and review the performance of the Board on a regular basis, so that the board directors can be self-motivated to enhance the sound operation of the Board.
-
The implementation status of the Board' s performance evaluation:
| Evaluation cycles |
Evaluation periods |
Scope of evaluation | Method of evaluation | Content of evaluation |
|---|---|---|---|---|
| Conducts once a year |
2020.01.01~ 2020.12.31 |
Including the Board of Directors, individual Board members, the Audit Committee and the Remuneration Committee |
Internal evaluation of the board and self-evaluation by the board members |
The performance evaluation of the Board of Directors includes: (1) Participation in the operation of the company; (2) Improvement of the quality of the board of directors' decision making; (3) Composition and structure of the board of directors; (4) Election and continuing education of the directors; and (5) Internal control. |
− 22 −
(II) Operations of the Audit Committee:
The Audit Committee has held 4 meetings (A) in the most recent fiscal year (2020); the attendance of members of the committee is shown below:
| Title | Name | In-person Attendance (B) |
By proxy | In-person Attendance Rate (%) (B/A) |
Remarks |
|---|---|---|---|---|---|
| Independent Director |
Yen Chun Te | 3 | 1 | 75 | - |
| Independent Director |
Tan Jee Yaw | 4 | 0 | 100 | - |
| Independent Director |
Ernest Yogarajah Balasubramaniam |
4 | 0 | 100 | - |
| Other matters to be recorded: 1. For matters specified in Article 14.5 of the Taiwan Securities and Exchange Act, and any matter that has not been approved upon the consent of two-thirds or more of all directors, the period, content, and results of the Audit Committee’s resolutions shall be disclosed. (1) Matters specified in Article 14.5 of the Taiwan Securities and Exchange Act Period Content Resolutions Qualified opinions from any independent director and the handling of opinions bythe Company Mar 27, 2020 3rd meeting of the 5th term board of directors 1. Allocation of earnings for capital increase and issuance of new shares 2. Appointment of the accounting firm PwC Taiwan to conduct audit Proposals 1~2 were approved by all attendees with no objection Approved by resolution of all independent directors May 11, 2020 4th meeting of the 5th term board of directors 1. Amend the “Management of Board Meetings Operations”, “Ethical Corporate Management Best Practice Principles”, “Procedures for Ethical Management and Guidelines for Conduct”, “Audit Committee Charter”and “Remuneration Committee Charter” 2. Amend the “Rules of Procedure for Shareholders Meetings”and “Endorsements Management” Proposals 1~2 were approved by all attendees with no objection Approved by resolution of all independent directors Aug 11, 2020 5th meeting of the 3rd term board of directors Endorsements/Guarantees to the Company’s subsidiary in Singapore Proposal was approved by all attendees with no objection Approved by resolution of all independent directors Nov 13, 2020 6th meeting of the 3rd term board of directors Endorsements/Guarantees to the Company’s subsidiary in Indonesia Proposal was approved by all attendees with no objection Approved by resolution of all independent directors |
− 23 −
| Mar 30, 2021 7th meeting of the 3rd term board of directors |
1. The Company’s 2020 business report and consolidated financial statements 2. The Company’s Internal Control Statement 3. Appointment of the accounting firm PwC Taiwan to conduct audit 4. Amend the “Rules of Procedure for Shareholders Meetings” and “Endorsements Management” 5. Review of the Tender Offer from YIDA INVESTMENTS PTE. LTD. to the Common Shares of the Company |
Proposals 1~4 were approved by all attendees with no objection Proposals 5 all the Audit Committee members in attendance confirm the identity and financial condition of the Offeror to be reasonable, the conditions of the Tender Offer to be fair, and the sources of the Tender Offer funds to be reasonable |
Approved by resolution of all independent directors |
|---|---|---|---|
-
(2) Except for the matters stated above, the resolutions rejected by the Audit Committee and two thirds or more directors gave their approval: None.
-
For the avoidance of conflicts of interest among directors, the independent director’s name, meeting content, and reason for avoiding conflict of interest and participation in the voting process must be properly recorded: None.
-
Communication between independent directors and internal auditors and CPAs (including audit materials, methods, and results pertaining to corporate finances and/or operations, etc.):
-
(1) The Company has held at least one Audit Committee Meeting every quarter, where the head of internal audit is responsible for audit reports. In addition, an audit report is sent by the end of each month for review of independent directors, in order to fully achieve a two-way communication between independent directors and audit supervisors.
-
(2) The CPA will send a written communication to the management unit before issuing an audit report, including details of important audit findings and defects of internal control systems, roles and responsibilities of accountants, relevant audit plans, risk assessment and key audit matters, and CPA independence, in order to fully achieve a two-way communication between independent directors and audit supervisors.
− 24 −
(III) The state of the Company's implementation of corporate governance, any departure of such implementation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such departure:
| Items | Implementation Status | Implementation Status | Implementation Status | Deviations from the “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Description | ||
| I. Does the company establish and disclose the Corporate Governance Best-Practice Principles based on “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”? |
V |
The Company has established and disclosed the Corporate Governance Best-Practice Principles based on “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”. In addition, the Company has implemented related regulations based on the spirit of corporate governance, and in the future, it will promote corporate governance by revising the relevant management regulations, as well as improving information transparency and board functions. |
No significant difference. |
|
| II. Shareholding structure & shareholders’ rights (I) Does the company establish an internal operating procedure to deal with shareholders’ suggestions, doubts, disputes and litigations, and implement these based on the procedure? (II) Does the company possess a list of its major shareholders as well as the ultimate owners of those shares? (III) Does the company establish and execute a risk management and firewall system within its conglomerate structure? (IV) Does the company establish internal rules against insider trading with undisclosed information? |
V V V V |
(I) The Company’s spokesman is designated to be responsible for dealing with matters such as shareholders’ suggestions and disputes, and to coordinate the relevant departments for its implementation. (II) The shareholder service agency provides up-to-date information on a regular basis for the Company’s list of major shareholders as well as the ultimate owners of those shares. (III) The assets and financial management are independent between the Company and its affiliates, hence the Company establishes and executes a risk management and firewall system in accordance with its own internal regulation system. (IV) The Company has set up the “Regulations Governing the Prevention of Insider Trading” as internal rules against insiders trading. |
No significant difference. No significant difference. No significant difference. No significant difference. |
|
| III. Composition and Responsibilities of the Board of Directors (I) Does the Board develop and implement a diversified policy for the composition of its members? |
V |
(I) The Board has developed a diversified policy for the composition of its members, and designated 3 independent directors, Chun-Te Yen, Jee Yaw Chen, and Ernest Yogarajah Balasubramaniam. Among them, Chun-Te Yen and Jee Yaw Chen have professional backgrounds related to finance and accounting, whereas Ernest Yogarajah Balasubramaniam has a legal background. |
No significant difference. |
− 25 −
| Items | Implementation Status | Implementation Status | Implementation Status | Deviations from the “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Description | ||
| (II) Does the company voluntarily establish other functional committees in addition to the Remuneration Committee and the Audit Committee? (III) Has the Company established performance evaluation measures and methods for the Board of Directors? Does it conduct performance evaluation on a regular basis annually, and report the results of this performance evaluation to the Board of Directors and apply them as a reference for salary and remuneration, nomination, and renewal of individual directors? |
V V |
(II) The company has not established other functional committees, and will plan on establishing other functional committee in the future when necessary. (III) The board of directors of the company passed the "Self-Evaluation of the Board of Directors and Managers" on March 27, 2020, the Company's board of directors shall conduct an internal board performance evaluation every year according to the evaluation procedures at the end of each year. The company completed the evaluation of the board of directors and individual directors in February 2021, and reported the evaluation results and the 2021 will continue to strengthen the direction in March 2021. The measurement items for the performance evaluation of the company's board of directors include the following five aspects: (1) Participation in the operation of the company (2) Improvement of the quality of the board of directors' decision making (3) Composition and structure of the board of directors (4) Election and continuing education of the directors (5) Internal control The measurement items for the performance evaluation of the company's functional committees include the following six aspects: (1) Alignment of the goals and missions of the company (2) Awareness of the duties of a director (3) Participation in the operation of the company (4) Management of internal relationship and communication (5) The director's professionalism and continuing education (6) Internal control The measurement items for the performance evaluation of the company's board of directors include the following five aspects: (1) Participation in the operation of the company (2) Awareness of the duties of the functional committee (3) Improvement of quality of decisions made by the functional committee |
No significant difference. No significant difference. |
− 26 −
| Items | Implementation Status | Implementation Status | Implementation Status | Deviations from the “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Description | ||
| (IV) Does the company regularly evaluate the independence of CPAs? |
V |
(4) Makeup of the functional committee and election of its members (5) Internal control This evaluation was conducted using internal questionnaires. Based on the three parts of board operation, director participation and functional committee operation, the directors’ evaluation of the board’s operation, directors’ self-participation evaluation and functional committee operation evaluation were adopted. The evaluation results ranged from 90.47 points to 96.84 points. According to the results of the 2020 board of directors’ performance appraisal, the overall operation of the board of directors is still good. (IV) The Company annually evaluates the independence of CPAs. There is no relationship between the Company and the CPA other thanthe accounting services agreement. |
No significant difference. |
|
| 4. Does the listed or OTC company have an appropriate number of competent corporate governance personnel, and has it designated a corporate governance director to be responsible for corporate governance-related matters (including but not limited to providing information required by directors and supervisors to carry out business, assisting directors and supervisors with legal compliance, managing matters related to the Board of Directors’ and shareholders' meetings in accordance with the law, taking minutes of the Board of Directors’ and shareholders' meetings, etc)? |
V |
At present, the Company's Finance Department is also in charge of corporate governance, and the Chief Financial Officer is appointed to be in charge of the supervision. In the future, appropriate personnel will be allocated according to the laws, regulations, and the Company's needs. |
No significant difference. |
|
| V. Has the company established communication channels and dedicated a section for stakeholders (including but not limited to the shareholders, employees, clients, and suppliers) on its website to respond to important issues of corporate social responsibility concerns? |
V |
The Company has established a dedicated section for stakeholders in the company website, in order to enable stakeholders to communicate with the Company by phone, writing, fax, or email. |
No significant difference. |
|
| VI. Does the company appoint a professional shareholder service agency to dealwithshareholderaffairs? |
V |
The Transfer Agency Department of Chinatrust Commercial Bank is designatedfor handlingrelevantmatters ofthe shareholders' meeting. |
No significant difference. |
|
| VII. Disclosure of information (I)Does the companyhave a corporate website to disclose both |
V |
(I)The Companyhas disclosed both financial standings and the status | No significant difference. |
− 27 −
| Items | Implementation Status | Implementation Status | Implementation Status | Deviations from the “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Description | ||
| financial standings and the status of corporate governance? (II) Does the company have other information disclosure channels (e.g. building an English website, appointing designated people to handle information collection and disclosure, creating a spokesman system, webcasting investor conferences)? (III) Does the company announce and file its annual financial report within two months after the end of the fiscal year, and announce and file its first, second, and third quarter financial reports and the operation of each month ahead of the required time limit? |
V |
V | of corporate governance in the MOPs and the Company website in accordance with the relevant laws. (II) The Company has set up a Chinese and English website, and appointed a spokesman and deputy spokesman to answer queries related to the Company, while the finance department is designated to handle information collection and disclosure. (III) At present, the Company has a large number of operating sites in various regions, and the time for preparation of the annual financial report data and independent auditor’s audit is long. Therefore, the Company is currently unable to announce and file the reports within two months after the end of the fiscal year. The financial reports for the first, second, and third quarters and the operation of each month will be announced and filed before the specified time limit. |
No significant difference. The Company is currently operating in many locations and the time required for the preparation of the annual financial report and the audit required by the accountants is longer than expected; therefore, it is not possible to announce and file the annual financial report within two months after the end of the fiscal year. The financial reports for the first, second and third quarters, as well as the monthly operating results, will be announced and filed in advance before the required deadline. |
| VIII. Is there any other important information to facilitate a better understanding of the company’s corporate governance practices (e.g., including but not limited to employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, directors’ and supervisors’ training records, the implementation of risk management policies and risk evaluation measures, the implementation of customer relations policies, and purchasing insurance for directors and supervisors)? |
V |
(I) Employee rights: The Company and its affiliates established relevant employee benefit systems in accordance with the relevant laws and regulations of foreign governments and the R.O.C., in order to ensure employee benefits. (II) Investor relations: The Company has appointed a spokesman and deputy spokesman to answer queries from investors and other stakeholders about the Company's operating status or related interests, and disclosed relevant and reliable corporate information on the MOPS in accordance with the relevant laws and regulations. (III)Supplier relations: The Companymaintainsgood relationships |
No significant difference. |
− 28 −
| Items | Implementation Status | Implementation Status | Implementation Status | Deviations from the “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Description | ||
| with its suppliers, discusses recent market prices and relative information on a regular basis, and adheres to the concept of integrity when conducting supplier management. The Company will uphold the spirit of mutual trust and mutual benefit, and hope to support each other and create a win-win situation. (IV) Rights of stakeholders: The Company has been maintaining good communication with its correspondent banks, clients and suppliers, as well as respecting and ensuring the legitimate rights and interests of stakeholders. (V) Directors’ training records: All of the Company‘s directors and independent directors have completed training hours in accordance with the relevant laws, and have already acquired directors liability insurance. (VI) Risk management policies and risk evaluation measures: The Company focuses on its core business operations, and implements various policies in accordance with the relevant laws andregulationsinordertoreduce and avoid any possiblerisks. |
||||
| IX. According to the latest results of the Corporate Governance Evaluation System by the Corporate Governance Center of TWSE, explain the amendments or propose priority matters and measurements to unimproved items. In the corporate governance assessment of 2020, the following are the priority items pending improvement: 1. Indicator Item No. 3.2 The company disclose material information in English and Chinese at the same time: The Company will disclose material information in English and Chinese at the same time beginning in 2021. 2. Indicator Item No. 3.16 The company disclose on its website the list of substantial shareholders: The Company will update the substantial shareholder list on the Company’s website. |
− 29 −
-
(IV) If the company has a compensation committee in place, the composition, duties, and operation of the compensation committee shall be disclosed:
-
Information on members of the Compensation Committee
| Identity (Note 1) |
Criteria Name |
At Least Five Years Work Experience and Meet One of the Following Professional Qualification Requirements |
At Least Five Years Work Experience and Meet One of the Following Professional Qualification Requirements |
At Least Five Years Work Experience and Meet One of the Following Professional Qualification Requirements |
Independence Attribute (Note 2) | Independence Attribute (Note 2) | Independence Attribute (Note 2) | Independence Attribute (Note 2) | Independence Attribute (Note 2) | Independence Attribute (Note 2) | Independence Attribute (Note 2) | Independence Attribute (Note 2) | Independence Attribute (Note 2) | Independence Attribute (Note 2) | Concurrent compensation committee position in other publicly listed companies |
Remarks (Note 3) End of the document |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| An Instructor or Higher Position in a Department of Commerce, Law, Finance, Accounting, or Other Academic Department Related to the Business Needs of the Company in a Public or Private Junior College, College or University |
A Judge, Public Prosecutor, Attorney, Certified Public Accountant, or Other Professional or Technical Specialist Who has Passed a National Examination and been Awarded a Certificate in a Profession Necessary for the Business of the Company |
Have Work Experience in the Areas of Commerce, Law, Finance, or Accounting, or Otherwise Necessary for the Business of the Company |
1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | ||||
| Independent Director |
Yen Chun Te | − | − | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 1 | - |
| Independent Director |
Tan Jee Yaw | − | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 0 | - |
| Independent Director |
Ernest Yogarajah Balasubramaniam |
− | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 0 | - |
-
Note 1: Fill in the Identity with directors, independent directors or others.
-
Note 2: All members comply with the following conditions from two years before being elected and appointed, and during his term of office, please fill “ ✓ ” in the appropriate corresponding boxes.
-
(1) Not an employee of the Company or any of its affiliates.
-
(2) Not a director or supervisor of affiliated companies. Not applicable in cases where the person is an independent director of the parent company, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.
-
(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 outstanding shares of the Company, or ranking in the top 10 in holdings.
-
(4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer under subparagraph 1 or any of the persons in the preceding two subparagraphs.
-
(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 in the top 5 in shareholding, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act.
-
(6) Not a director, supervisor, or employee of the company which majority director seats or voting shares and those of any other company are controlled by the same person.
-
(7) Not a director (or governor), supervisor, or employee of the company or institution which the chairperson, general manager, or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses.
-
(8) Not a director, supervisor, managerial officer, 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.
-
(9) Not a professional individual who, or an owner, partner, director, supervisor, or managerial officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided that this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations.
-
(10) Not have any of the circumstances set forth in Article 30 of the Company Act.
− 30 −
-
Note 3: If the members are directors, please indicate whether they meet the requirements of Article 6 paragraph 5 of the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter”.
-
Operation status of the Remuneration Committee:
-
(1) There are 3 members in the Company’s Remuneration Committee.
-
(2) Current Term: From August 13, 2019 to June 27, 2022, the Compensation Committee held 2 meetings (A) in the most recent fiscal year (2020). Qualifications and attendance of the Committee are shown as follows:
-
| Title | Name | In-person Attendance (B) |
By proxy | In-person Attendance Rate (%) (B/A) (Note) |
Remarks |
|---|---|---|---|---|---|
| Convenor | Yen Chun Te | 100 | − | ||
| Member | Tan Jee Yaw | 2 | 0 | 100 | − |
| Member | Ernest Yogarajah Balasubramaniam |
2 | 0 | 100 | − |
| Other matters to be recorded: 1. If the board of directors declines to adopt or modifies a recommendation of the remuneration committee, it should specify the date of the meeting, session, content of the motion, resolution by the board of directors, and the Company’s response to the remuneration committee’s opinion (e.g., the remuneration passed by the Board of Directors exceeds the recommendation of the remuneration committee, the circumstances and cause for the difference shall be specified): None. 2. Resolutions of the remuneration committee objected to by members or expressed reservations and recorded or declared in writing, the date of the meeting, session, content of the motion, all members’ opinions and the response to members’ opinion should be specified: None. |
− 31 −
(V) Performance of social responsibility and deviations from the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies and reasons :
Listed Companies and reasons: |
||||
|---|---|---|---|---|
| Items | Implementation Status | Deviations from the “Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies” andReasons |
||
| Yes | No | Description | ||
| I. Does the company conduct risk assessment on environmental, social, and corporate governance issues related to the company's operation in accordance with the principle of materiality, and formulate relevant risk management policies orstrategies? |
V |
The Company has formulated the “Corporate Social Responsibility Best Practice Principles” and requires its directors and employees to follow the relevant norms. |
No significant difference. | |
| II. Has the company set up a full-time (part-time) unit to promote corporate social responsibility, which is authorized by the Board of Directors to be under the charge of the senior management andreport to theBoard of Directors? |
V |
The Company has not yet set up a full-time corporate social responsibility promotion unit, but will promote corporate social responsibility from top to bottom throughthe operationoftheBoard of Directors. |
No significant difference. | |
| III. Environmental issues (I) Has the company established an appropriate environmental management system according to its industrial characteristics? (II) Is the company committed to improving the utilization efficiency of resources and using recycled materials with low impact on the environment? (III) Does the company assess the potential risks and opportunities of climate change for it now and in the future, and take measures to deal with climate-related issues? (IV) Did the company prepare statistics of greenhouse gas emissions, water consumption, and total weight of waste in the past two years, and formulate policies for energy conservation and carbon reduction, greenhouse gas reduction, water use reduction, or other waste management? |
V V V V |
(I) The Company has relevant specifications for quality management, safety and health, environmental protection, etc, which conform to the auditing standards of the relevant management units. (II) To value resources, the Company continues to promote energy conservation via waste recycling, reduction of paper use, and the use of environmentally-friendly tableware. (III) In response to the development trend of climate change and greenhouse gas reduction, the Company advocates turning off the lights when not used and saving water, so as to reduce carbon, power, and water. (IV) According to the Company's regulations, no air-conditioner shall be turned on until the temperature reaches 28 ℃, and the Company advocates turning off the lights when not used and saving water, and implements classified recycling of wastes, so as to achieve energy saving. |
No significant difference. No significant difference. No significant difference. No significant difference. |
|
| IV. Social Issues (I)Does the companyformulate appropriate management |
V |
(I)The Companysafeguards the legitimate rights and | No significant difference. |
− 32 −
| Items | Implementation Status | Implementation Status | Implementation Status | Deviations from the “Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies” andReasons |
|---|---|---|---|---|
| Yes | No | Description | ||
| policies and procedures according to the relevant regulations and the International Bill of Human Rights? (II) Has the company established and implemented reasonable employee welfare measures (including compensation, vacation, and other benefits), and properly reflected the operating performance or results in employee compensation? (III) Does the company provide a healthy and safe working environment, and organize training on health and safety for its employees on a regular basis? (IV) Has the company established an effective career development training program for its employees? (V) Does the company comply with the relevant laws, regulations, and international standards for the health and safety of customers, customer privacy, marketing and labeling of products and services, and has it formulated relevant policies and complaint procedures to protect the rights and interests of consumers? (VI) Does the company have a supplier management policy that requires suppliers to follow the relevant specifications and their implementation in environmental protection, occupational safety and health, or labor human rights issues? |
V V V V V |
interests of employees in accordance with the labor-related laws and regulations. In addition, the relevant employee rights are stipulated in the employee handbook and executed accordingly. (II) The Company has established and implemented reasonable employee welfare measures in the Personnel Management Regulations, and properly reflected the results of business performance in employee remuneration. (III) The Company provides a safe working environment in accordance with labor-related laws and regulations. In addition, employee health checks are conducted on an intermittent basis to ensure health and safety for its employees. (IV) The Company has established an effective career development training program for its employees. (V) The Company has formulated relevant after-sales service measures in accordance with the relevant laws and regulations of each operation area to protect the rights and interests of consumers. (VI) The Company has developed supplier management procedures. At present, it has not found any suppliers’ violation of the relevant laws and regulations of the local environmental protection, occupational safety and health, and labor human rights. In the future, relevant specifications will be developedfor management purposes. |
No significant difference. No significant difference. No significant difference. No significant difference. No significant difference. |
|
| V. Does the company prepare a corporate social responsibility report and other reports that disclose the company's non-financial information in accordance with international |
V | The Company has set up a dedicated section for investors and social responsibility on the Company's website to disclose information related to theperformance of social |
There is no demand at present, and it will be prepared according to the Company’s scale and needs in the |
− 33 −
| Items | Implementation Status | Implementation Status | Implementation Status | Deviations from the “Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies” andReasons |
|---|---|---|---|---|
| Yes | No | Description | ||
| reporting standards or guidelines? Are confirmation or guarantee opinions obtained from third-party verification units for the reports above? |
responsibility. At present, no corporate social responsibility report has been prepared. It will be prepared according to the Company’s scale and needs in thefuture. |
future. | ||
| VI. If the company has established its own corporate social responsibility best practice principles based on the “Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies”, please describe the difference between its operation and the regulations. The Company has set up “the Corporate Social Responsibility Best Practice Principles”, but has not yet appointed dedicated units to be in charge of its implementation. However, corporate social responsibility will be implemented from top to bottom through the operation of the Board of Directors. There has been no major difference with the Rules. |
||||
| VII. Other important information which is helpful to understand the operation of corporate social responsibility: The Company will adhere to the spirit of corporate social responsibility, actively engage in the aforementioned social responsibility practices, encourage employees to consider situations with others' conditions in mind,helpwith disaster relief,and commit to servingsociety. |
− 34 −
(VI) Performance of ethical corporate management best practice principles and deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and reasons:
| Items | Implementation Status | Implementation Status | Implementation Status | Deviations from the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies” and reasons |
|---|---|---|---|---|
| Yes | No | Description | ||
| I. Establishment of an ethical corporate management policy and program (I) Has the company established an ethical corporate management policy approved by the Board of Directors, and clearly stated the ethical corporate management policy and practice in its regulations and external documents, as well as the commitment of the Board of Directors and senior management to actively implement the operation policy? (II) Has the company established an evaluation mechanism for the risk of unethical behavior, regularly analyzed and evaluated the business activities with high unethical behavior risk within the business scope, and formulated a plan for preventing unethical behavior based on it? Does the mechanism at least cover preventive measures for the behaviors in paragraph 2, Article 7 of the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies”? (III) Has the company specified the operating procedures, behavioral guidelines, and disciplinary and grievance systems for violations in the plan for prevention of unethical behavior and implemented them, and regularly reviewed and revised the plan? |
V V V |
(I) The Company has established the “Ethical Corporate Management Best Practice Principles”, and actively advocated the spirit of ethical corporate management in the Board of Directors and management meetings. (II) The Company has formulated its "Ethical Corporate Management Best Practice Principles" and "Ethical Corporate Management Behavior Guidelines" to put forward preventive measures for unethical behavior. (III) The Company has formulated its "Ethical Corporate Management Behavior Guidelines", and regularly reviews and amends it by reference to the latest revised "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies". |
No significant difference. No significant difference. No significant difference. |
|
| II. Fulfill Ethical Operations (I) Does the company assess the integrity records of its counterparties and specify the integrity terms in the contracts it enters into with them? |
V | (I) The Company's regulations stipulate that ethical records of business partners shall be first assessed before conducting the transaction, in order to avoid transactions with partners that have unethical behavioral records. If business transactions or business partners are found out to have unethical behavior, it shall be listed as a dishonored company, and the Company shall immediately stop business transactions withthe |
No significant difference. |
− 35 −
| Items | Implementation Status | Implementation Status | Implementation Status | Deviations from the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies” and reasons |
|---|---|---|---|---|
| Yes | No | Description | ||
| (II) Has the company set up a dedicated unit under the Board of Directors to promote ethical operations, and regularly (at least once a year) reported its integrity operation policy, plan to prevent unethical behavior, and supervision of the implementation to the Board of Directors? (III) Does the company establish policies to prevent conflicts of interest and provide appropriate communication channels, and implement it? (IV) Has the company established an effective accounting system and internal control system for the implementation of ethical operation, and authorized the internal audit unit to, according to the assessment results of the risk of unethical behavior, draw up the relevant audit plans, and audit the compliance with the plan accordingly to prevent unethical behavior? Or an accountant is commissioned to carry out the audit? (V) Does the company regularly hold internal and external educational training on operational integrity? |
V V V |
V | business partner. (II) The Company is planning on setting up a dedicated ethical corporate management unit. (III) If the employee finds a conflict of interest when conducting the Company's business, the situation shall be reported directly to the immediate manager, and appropriate guidance shall be provided by the immediate manager. (IV) The audit unit has drawn up an audit plan according to the results of risk assessment and carried out an internal audit, issued an audit report after the audit, and regularly reported the implementation status to the Audit Committee. (V) The Company has established the “Ethical Corporate Management Best Practice Principles”, and actively advocated the spirit of ethical corporate management in the Board of Directors andmanagementmeetings. |
The setup is being planned. No significant difference. No significant difference. No significant difference. |
| III. Operation of the integrity channel (I) Does the company establish both a reward/punishment system and an integrity hotline? Can the accused be reached by an appropriate person for follow-up? (II) Has the company established the standard operating procedures for investigation of reported matters, follow-up measures to be taken after investigation, and relevant confidentiality mechanisms? (III) Does the company provide proper whistleblower protection? |
V V V |
When the Company discovers or receives accusations of an employee's unethical behavior, it shall immediately ascertain the relevant facts. If it is confirmed to violate the relevant laws or ethical corporate management policies and regulations, the Company shall immediately request the offender to stop their relevant behaviors, take appropriate remedies, and claim for damages through legal proceedings when necessary,inorderto safeguard the |
No significant difference. No significant difference. No significant difference. |
− 36 −
| Items | Implementation Status | Implementation Status | Implementation Status | Deviations from the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies” and reasons |
|---|---|---|---|---|
| Yes | No | Description | ||
| reputation and interests of the Company. | ||||
| IV. Enhanced information disclosure (I) Does the company disclose the content and the promotion effects of its ethical corporate management best practice principles on its website andMOPS? |
V | The Company has disclosed the “Ethical Corporate Management Best Practice Principles” on the Investors Centre ofthe Company website andMOPS. |
No significant difference. | |
| V. If the company has its own ethical corporate management best practice principles in accordance with the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies”, please describe the variation between its operation and the regulations: The Company has formulated its "Ethical Corporate Management Best Practice Principles" and requests its business team to follow the "Ethical Corporate ManagementBehaviorGuidelines" inordertoimplement and promote the ethicalcorporatemanagement best practice principles.Thereisno significant variance. |
||||
| VI. Other important information to facilitate a better understanding of the company’s ethical corporate management policies (matters such as review and revision of regulations): The Company has reviewed and revised its "Ethical Corporate Management Best Practice Principles" in 2020 in accordance with the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM ListedCompanies”,and submitted it to the shareholders' meeting. |
− 37 −
-
(VII) If the Company has adopted corporate governance best-practice principles or related bylaws, disclose how these are to be searched: Please refer to the Company website (http://www.patec-intl.com) → Investor Centre → Corporate Governance.
-
(VIII) Other significant information that will provide a better understanding of the state of the company's implementation of corporate governance may also be disclosed: None.
~38~
-
(IX) Internal Control System Execution Status:
-
Statement of Internal Control System:
Statement of Internal Control System
Date: March 30, 2021
Based on the findings of a self-assessment, the Company states the following with regard to its internal control system during the year 2020:
-
I. The Company’s board of directors and management are responsible for establishing, implementing, and maintaining an adequate internal control system, and have already established it. Its purpose is to provide reasonable assurance over the effectiveness and efficiency of our operations (including profitability, performance and safeguarding of assets), the reliability, timeliness, transparency of the report, and to be in compliance with applicable rulings, laws and regulations.
-
II. An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can provide only reasonable assurance of accomplishing its three stated objectives above. Moreover, the effectiveness of an internal control system may be subject to changes due to extenuating circumstances beyond our control. Nevertheless, our internal control system contains self-monitoring mechanisms, and the Company takes immediate remedial actions in response to any identified deficiencies.
-
III. The Company evaluates the design and operating effectiveness of its internal control system based on the criteria provided in the Regulations Governing the Establishment of Internal Control Systems by Public Companies (hereinafter referred to as the Regulations). The criteria adopted by the Regulations identify five key components of managerial internal control: 1. control environment, 2. risk assessment, 3. control activities, 4. information and communication, and 5. monitoring activities. Each key component is comprised of several items. Please refer to the Regulations for provisions of the aforementioned items.
~39~
-
IV. The Company has evaluated the design and operating effectiveness of its internal control system according to the aforesaid Regulations.
-
V. Based on the findings of such evaluation, the Company believes that, on December 31, 2020, it has maintained, in all material respects, an effective internal control system (that includes the supervision and management of our subsidiaries), to provide reasonable assurance over our operational effectiveness and efficiency, reliability, timeliness, transparency of reporting, and compliance with applicable rulings, laws and regulations.
-
VI. This Statement is an integral part of the Company’s annual report for the year 2020 and prospectus, and will be made public. Any falsehood, concealment, or other illegality in the content made public will entail legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Law.
-
VII. This statement was passed by the board of directors in their meeting held on March 30, 2021, with none of the 6 attending directors expressing dissenting opinions, and the remainder all affirming the content of this Statement.
Patec Precision Industry Co., Ltd. Chairman: Goh Mui Teck William General Manager: Wee Liang Kiang
~40~
-
If the CPA was engaged to conduct a Special Audit of the Internal Control System, its Audit Report shall be provided: None.
-
(X) For the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, disclose any sanctions imposed in accordance with the law upon the company or its internal personnel, any sanctions imposed by the company upon its internal personnel for violations of internal control system provisions, principal deficiencies, and the state of any efforts to make improvements.: None.
-
(XI) Material resolutions of a shareholders meeting or a board of directors meeting during the most recent fiscal year and up to the date of publication of the annual report:
| Date | MeetingName | Important Resolutions | Implementation Status |
|---|---|---|---|
| 2020.06.22 | Shareholders’ Meeting |
1. Adoption of the Fiscal 2019 Business Report and Consolidated Financial Statement. 2. Adoption of the Proposal for Distribution of 2019 Earnings. 3. Discussion of the proposal to amend the Memorandum and Articles of Association of the Company. 4. Proposal for a new share issue through capitalization of earnings. 5. Amend the “Rules of Procedure forShareholders Meetings”. 6. Amend the “Endorsements Management”. |
1. Item1&3&5~6 were adopted by resolution. 2. Item2&4 were adopted by resolution, and the capital increase and dividend payment completed in 2020.12.29. |
| 2020.03.27 | Board of Directors’ Meeting |
1. Business Report and Consolidated Financial Statements for the year 2019. 2. Proposed the Fiscal 2019 earnings distribution. 3. Proposal for a new share issue through capitalization of earnings. 4. Issuance of Company’s 2019 Internal Control Declaration is submitted for resolution. 5. Proposed Company’s 2020 PwC CPA service is submitted for resolution. 6. Adoption of the Nineth Amended and Restated Memorandum and Articles of Association of the Company. 7. Proposed Convening and Holding of the General Shareholders’ Meeting of the Company of the Year 2020. 8. Proposed the Fiscal 2019 compensation of directors and employee bonus sharing (includingmanagers). |
Item1~8 were adopted by resolution. |
~41~
| Date | MeetingName | Important Resolutions | Implementation Status |
|---|---|---|---|
| 2020.05.11 | Board of Directors’ Meeting |
1. Amend the “Management of Board Meetings Operations”, “Ethical Corporate Management Best Practice Principles”, “Procedures for Ethical Management and Guidelines for Conduct”, “Audit Committee Charter” and “Remuneration Committee Charter”. 2. Amend the “Rules of Procedure for Shareholders Meetings” and “Endorsements Management”. 3. Proposed Convening and Holding of the General Shareholders’ Meeting of the Company of the Year 2020.(Add new resolution) |
Item1~3 were adopted by resolution. |
| 2020.08.11 | Board of Directors’ Meeting |
1. Discuss an endorsement and guarantee for the Singapore subsidiary. 2. Propose to carry out the relevant matters of distribution of dividends. |
Item 1~2 were adopted by resolution. |
| 2020.11.13 | Board of Directors’ Meeting |
1. Proposed the earnings distribution in the first half of 2020. 2. Discuss an endorsement and guarantee for the Indonesia subsidiary. 3. Patec Group Budget of 2021. 4. The Company’s 2021 audit plans is submitted for resolution. 5. Proposal for registering a change of share status to write-off 636,000 shares of Company’s treasury stock and setting the record date for the reduction ofpaid-upcapital. |
1. Item1~4 were adopted by resolution. 2. Item5 was adopted by resolution, and the write-off shares was completed in 2020.11.25. |
~42~
| Date | MeetingName | Important Resolutions | Implementation Status |
|---|---|---|---|
| 2021.03.30 | Board of Directors’ Meeting |
1. Business Report and Consolidated Financial Statements for the year 2020. 2. Proposed the Fiscal 2020 earnings distribution. 3. Issuance of Company’s 2020 Internal Control Declaration is submitted for resolution. 4. Proposed Company’s 2021 PwC CPA service is submitted for resolution. 5. Amend the “Rules of Procedure for Shareholders Meetings” and “Endorsements Management”. 6. Adoption of the Nineth Amended and Restated Memorandum and Articles of Association of the Company. 7. Proposed the period for accepting the nomination of director candidates, the quota of directors to be elected, the place designated for accepting the roster of director candidates nominated. 8. Accept any shareholder holding 1% or more may propose to the company a proposal for discussion at a regular shareholders’ meeting. 9. Proposal of release the prohibition on Directors from participation in competitive business. 10. Proposed Convening and Holding of the General Shareholders’ Meeting of the Company of the Year 2021. 11. Proposed the Fiscal 2020 compensation of directors and employee bonus sharing (including managers). 12. Review of the Tender Offer from YIDA INVESTMENTS PTE. LTD. to the Common Shares of the Company |
Item1~12 were adopted by resolution. |
| 2021.04.22 | Board of Directors’ Meeting |
Election of the Chairman of the company. | Proposal was adopted by resolution. |
| 2021.05.12 | Board of Directors’ Meeting |
To review and discuss the director (independent director) nominees list, proposed by the board of directors for election at the 2021 Annual General Shareholders’ Meeting. |
Proposal was adopted by resolution. |
(XII) Important resolutions made by the board of directors’ meeting during the current fiscal year and up to the date of printing of the annual report: None.
(XIII) A summary of resignations and dismissals, during the most recent fiscal year and up to the date of publication of the annual report, of the company's chairman, general manager, accounting manager, financial manager, chief internal auditor, and research and development manager: The Company re-elected the Chairman of the Board of
~43~
Directors on April 22, 2021 to be Mr. Wee Hong Jie based on the mid-term and long-term business strategy.
IV. INFORMATION ON CPA PROFESSIONAL FEES
Information on replacement of certified public accountant in 2020: None.
INFORMATION ON CPA PROFESSIONAL FEES
| Accounting firm | Name of account ant | Name of account ant | Period Covered by CPA’s Audit |
Remarks |
|---|---|---|---|---|
| PwC Taiwan | Chin-ChangChen | Yi-Fan Lin | Jan 1,2020-Dec 31,2021 | None |
Currency: NT$
| Currency: NT$ | ||||
|---|---|---|---|---|
| Items Range |
Audit fee |
Non-Audit fee | Total | |
| 1 | Under 2,000,000 | ✓ | ||
| 2 | 2,000,000(included)~4,000,000 | ✓ | ✓ | |
| 3 | 4,000,000(included)~6,000,000 | |||
| 4 | 6,000,000(included)~8,000,000 | |||
| 5 | 8,000,000(included)~10,000,000 | |||
| 6 | Above 10,000,000(included) |
-
(I) When non-audit fees paid to the CPA, to the accounting firm of the CPA, and to any affiliated enterprise of such accounting firm are equivalent to one quarter or more of the audit fees paid to them, the amounts of both audit and non-audit fees and the details of the non-audit services shall be disclosed: Not applicable.
-
(II) When the securities firm changes its accounting firm and the audit fees paid for the financial year in which the change took place are lower than those paid for the financial year immediately preceding the change, the amount of the audit fees before and after the change and the reason shall be disclosed: Not applicable.
-
(III) When the audit fees paid for the current financial year are lower than those paid for the immediately preceding financial year by 10 percent or more, the amount and percentage of and reason for the reduction in audit fees shall be disclosed: Not applicable.
~44~
V. Information on replacement of certified public accountant: None.
- VI. Where the securities firm's chairperson, general manager, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its auditing CPAs or at an affiliated enterprise of such accounting firm, the name and position of the person, and the period during which the position was held, shall be disclosed: None.
VII. Evaluation of CPA’s independence:
Based on the following matters, the independence of the CPA and accounting firm is
evaluated annually by the Audit Committee, and assessment results are reported to the Board of Directors.
| of Directors. | |||
|---|---|---|---|
| Independence | Yes | No | Remarks |
| Is the CPA not a director or independent director of the Company or its affiliates? |
V | ||
| Is the CPA not a shareholder of the Companyor its affiliates? | V | ||
| Has the CPA not been paid wages by the Company or any of its affiliates? |
V | ||
| Has the Company been appointing the auditor for less than 7 consecutiveyears? |
V | ||
| Has the CPA ensure that the accounting firm has already abide by regulations related to independence. |
V | ||
| Have CPAs of the joint CPA firm not been designated as a director, manager or a position that has a significant impact on the audit case within oneyear after the CPA is relieved from office? |
V | ||
| Whether during the financial reporting period, the non-audit service fees and details of services provided by joint accounting firm of the CPA not violate the CPA's independence. |
V |
~45~
VIII. ANY TRANSFER OF EQUITY INTERESTS AND/OR PLEDGE OF OR CHANGE IN EQUITY INTERESTS BY A DIRECTOR, SUPERVISOR, MANAGERIAL OFFICER OR SHAREHODER WITH A SHARE OF MORE THAN 10 PERCENT IN THE MOST RECENT FISCAL YEAR AND UP TO THE DATE OF PUBLICATION OF THE ANNUAL REPORT
(I) Changes of directors, supervisors, managers or major shareholders in the company
Unit: Share
| Unit: Share | Unit: Share | ||||
|---|---|---|---|---|---|
| Title | Name | 2020 | Current year to Apr 30, 2021 |
||
| Shareholding Increase / Decrease |
Pledged Shares Increase/ Decrease |
Shareholding Increase / Decrease |
Pledged Shares Increase/ Decrease |
||
| Chairman and held over 10% shares major shareholder (Note 1) |
Wee Hong Jie | 2,626 | - | 9,025,000 | 9,025,000 |
| Director (Note 1) |
Goh Mui Teck William |
132,570 | - | (1,797,271) | - |
Director and GM(and held over10% shares major shareholder )(Note 2) |
Wee Liang Kiang | 224,177 | - | (6,315,000) | - |
| Director (Note 3) |
Hidaka Hiroyuki | 82,423 | - | (1,354,694) | - |
| Independent Director |
Yen Chun Te | - | - | - | - |
| Independent Director |
Tan Jee Yaw | - | - | - | - |
| Independent Director |
Ernest Yogarajah Balasubramaniam |
- | - | - | - |
| China GM | ChangPing | 1,835 | - | - | - |
| Indonesia GM | Adrian Nicolas | - | - | - | - |
| Sales Vice President |
Jack Liu | - | - | - | |
| CFO | Sean Hsu | 17,310 | - | - | - |
| Internal Audit Manager |
Jennifer Lee | 1,459 | - | - | - |
Note 1: The company's board of directors elected Wee Hong Jie as the chairman of the board on April 22, 2021.
~46~
Note 2: The original director Wee Liang Kiang was dismissed on March 15, 2021.
Note 3: The original director Hidaka Hiroyuki was dismissed on April 22, 2021.
(II) Information on equity transfer by directors, supervisors, managers or major shareholders for counterparties that are related parties:
| Name | Reasons for equity transfer |
Transaction Date |
Counterparties | The relationship between the counterparty and the company, directors, supervisors, managers, and shareholders whose held over 10% shares |
Shares |
Trading Price |
|---|---|---|---|---|---|---|
| Wee Hong Jie |
Donated | 2021.03.15 | Wee Liang Kiang |
Wee Hong Jie and GM Wee Liang Kiang are father and son |
6,315,000 | - |
| Wee Hong Jie |
Donated | 2021.03.15 | Wong Jee Buay | Wee Hong Jie and GM’s spouse Wong Jee Buay are mother and son |
2,710,000 |
- |
| Goh Mui Teck William |
Participate in Public Tender Offer |
2021.04.21 | YIDA INVESTMENTS PTE. LTD. |
YIDA is an investment company 100% owned by Chairman Wee Hong Jie |
1,797,271 |
19.35 |
| Hidaka Hiroyuki |
Participate in Public Tender Offer |
2021.04.21 | YIDA INVESTMENTS PTE. LTD. |
YIDA is an investment company 100% owned by Chairman Wee Hong Jie |
1,354,694 |
19.35 |
~47~
- (III) Information on equity pledge by directors, supervisors, managers or major shareholders for counterparties that are related parties: None.
IX. Relationship information, if among the company's 10 largest shareholders any one is a related party or a relative within the second degree of kinship of another:
| April 30, 2021; Unit: Share | April 30, 2021; Unit: Share | April 30, 2021; Unit: Share | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | Shareholding | Spouses & Minor Shareholding |
Current Shareholding in the name of others |
Relationships among the top ten shareholders, anyone who is a related party, spouse, or second-degree kinship of another: Name and relation |
Remarks | ||||
| Shares | Percentage % |
Shares | Percentage % |
Shares | Percentage % |
Name | Relation | ||
| The SKBC hosting YIDA INVESTMENT S PTE. LTD. trust account |
18,801,904 | 41.09% | − | − | − | − | Wee Hong Jie |
The trust account is 100% held by Chairman Wee Hong Jie using YIDA INVESTMENTS PTE. LTD. |
− |
Representative:Wee HongJie |
|||||||||
| The SKBC hosting WEE HONG JIE investment account |
9,101,591 | 19.89% | − | − | − | − | Wee Hong Jie |
The investment account is 100% held by Chairman Wee Hong Jie |
− |
Representative:Wee Hong Jie |
|||||||||
| Cathay Bank Trust Phillip Securities (Hong Kong) Company Investment Account |
2,550,503 | 5.57% | − | − | − | − | − | − | − |
| Lin Zhi Long | 2,232,841 | 4.88% | − | − | − | − | − | − | − |
| Goh Mui Teck William |
2,069,274 | 4.52% | − | − | − | − | − | − | − |
| Hidaka Hiroyuki | 1,049,274 | 2.29% | − | − | − | − | − | − | − |
| Tong-An Investment Co., Ltd. |
720,662 | 1.57% | − | − | − | − | − | − | − |
| Representative: Mao-Hsiung, Huang |
|||||||||
| Sean Hsu | 504,882 | 1.10% | − | − | − | − | − | − | − |
~48~
| Name | Shareholding | Shareholding | Spouses & Minor Shareholding |
Spouses & Minor Shareholding |
Current Shareholding in the name of others |
Current Shareholding in the name of others |
Relationships among the top ten shareholders, anyone who is a related party, spouse, or second-degree kinship of another: Name and relation |
Relationships among the top ten shareholders, anyone who is a related party, spouse, or second-degree kinship of another: Name and relation |
Remarks |
|---|---|---|---|---|---|---|---|---|---|
| Shares | Percentage % |
Shares | Percentage % |
Shares | Percentage % |
Name | Relation | ||
| Jie-yuan Weng | 353,711 | 0.77% | − | − | − | − | − | − | − |
| Dafa Fund Account |
305,385 | 0.67% | − | − | − | − | − | − | − |
- X. The total number of shares and total equity stake held in any single enterprise by the company, its directors and supervisors, managers, and any companies controlled either directly or indirectly by the company:
March 31, 2021; Unit: Share
| Reinvested entities | Investment by the Company |
Investment by the Company |
Investments by directors, supervisors, managers and directly or indirectly controlled enterprises |
Investments by directors, supervisors, managers and directly or indirectly controlled enterprises |
Total investment | Total investment |
|---|---|---|---|---|---|---|
| Shares | Percentage shareholding (%) |
Shares | Percentage shareholding (%) |
Shares | Percentage shareholding (%) |
|
| Pate Pte. Ltd. | 31,287 | 100.00 | - | - | 31,287 | 100.00 |
| Press Automation TechnologyPte. Ltd. | 6,247 | 100.00 | - | - | 6,247 | 100.00 |
| Patec Medical Supplies Pte. Ltd. | 600 | 57.97 | - | - | 600 | 57.97 |
| Kabam Pte. Ltd. | 255 | 85.00 | - | - | 255 | 85.00 |
| Wuxi Jingxin Precision Machining Co., Ltd. |
Note | 100.00 | - | - | Note | 100.00 |
| Wuxi Patec Precision MachiningCo.,Ltd. | Note | 100.00 | - | - | Note | 100.00 |
| Patec Precision Kft | Note | 100.00 | - | - | Note | 100.00 |
| Pt Patec Presisi Engineering | 4,340 | 70.00 | 279 | 4.50 | 4,619 | 74.50 |
| Pt PDF Presisi Engineering | 1,210 | 62.28 | - | - | 1,210 | 62.28 |
| Pt API Precision | 1,483 | 62.14 | 63 | 3.74 | 1,546 | 65.88 |
Note: The Company is a limited company with no shares issued, and hence have no par value and number of shares.
~49~
Four. Capital Raising Activities
I. CAPITAL AND SHARES
(I) Source of capital stock
- The formation of capital
April 30, 2021; Unit: Share / NT$
| April 30, 2021; Unit: Share | April 30, 2021; Unit: Share | / NT$ | ||||||
|---|---|---|---|---|---|---|---|---|
| Year / month |
Par Value |
Authorized | capital stock | Paid-in capital | Remarks | |||
| Shares | Amount | Shares | Amount | Source of capital | Share payments offset by assets other than cash |
Others | ||
| 2011.06 | 10 | 1 | 10 | 1 | 10 | Capital of the Company’s establishment |
None | - |
| 2011.07 | 10 | 2 | 20 | 2 | 20 | Capital increase bycash |
None | Note 1 |
| 2011.11 | 10 | 100,000,000 | 1,000,000,000 | 28,081,162 | 280,811,620 | Conversion of equity |
None | Note 2 |
| 2011.12 | 40 | 100,000,000 | 1,000,000,000 | 28,567,039 | 285,670,390 | Capital increase bycash |
None | Note 3 |
| 2014.04 | 40 | 100,000,000 | 1,000,000,000 | 30,067,039 | 300,670,390 | Capital increase bycash |
None | Note 4 |
| 2015.06 | 39 | 100,000,000 | 1,000,000,000 | 33,867,039 | 338,670,390 | Capital increase bycash |
None | Note 5 |
| 2016.07 | 25.67 | 100,000,000 | 1,000,000,000 | 33,906,039 | 339,060,390 | Conversion of employee share subscription warrants |
None | Note 6 |
| 2016.08 | 25.67 | 100,000,000 | 1,000,000,000 | 34,040,039 | 340,400,390 | Conversion of employee share subscription warrants |
None | Note 6 |
| 2016.09 | 25.67 | 100,000,000 | 1,000,000,000 | 34,126,039 | 341,260,390 | Conversion of employee share subscription warrants |
None | Note 6 |
| 2016.12 | 10 | 100,000,000 | 1,000,000,000 | 37,512,743 | 375,127,430 | Capital increase byearnings |
None | Note 7 |
| 2017.03 | 22.99 | 100,000,000 | 1,000,000,000 | 37,562,743 | 375,627,430 | Conversion of employee share subscription warrants |
None | Note 8 |
| 2017.04 | 22.99 | 100,000,000 | 1,000,000,000 | 37,658,743 | 376,587,430 | Conversion of employee share subscription warrants |
None | Note 9 |
| 2017.06 | 59.3 | 100,000,000 | 1,000,000,000 | 37,812,196 | 378,121,960 | Conversion of corporate bonds |
None | Note 9 |
~50~
| Year / month |
Par Value |
Authorized | capital stock | Paid-in capital | Paid-in capital | Remarks | Remarks | |
|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Shares | Amount | Source of capital | Share payments offset by assets other than cash |
Others | ||
| 2017.07 | 22.99 | 100,000,000 | 1,000,000,000 | 37,919,196 | 379,191,960 | Conversion of employee share subscription warrants |
None | Note 10 |
| 2017.08 | 22.99 | 100,000,000 | 1,000,000,000 | 38,239,196 | 382,391,960 | Conversion of employee share subscription warrants |
None | Note 10 |
| 2017.09 | 21.03 | 100,000,000 | 1,000,000,000 | 38,244,196 | 382,441,960 | Conversion of employee share subscription warrants |
None | Note 10 |
| 2017.11 | 21.03 | 100,000,000 | 1,000,000,000 | 38,272,196 | 382,721,960 | Conversion of employee share subscription warrants |
None | Note 11 |
| 2017.12 | 21.03 | 100,000,000 | 1,000,000,000 | 38,307,196 | 383,071,960 | Conversion of employee share subscription warrants |
None | Note 11 |
| 2018.02 | 21.03 | 100,000,000 | 1,000,000,000 | 38,729,196 | 387,291,960 | Conversion of employee share subscription warrants |
None | Note 12 |
| 2018.03 | 100,000,000 | 1,000,000,000 | 38,229,196 | 382,291,960 | Cancellation of treasuryshares |
None | Note 12 | |
| 2018.09 | 10 | 100,000,000 | 1,000,000,000 | 41,096,386 | 410,963,860 | Capital increase byearnings |
None | Note 13 |
| 2019.09 | 10 | 100,000,000 | 1,000,000,000 | 44,826,766 | 448,267,660 | Capital increase byearnings |
None | Note 14 |
| 2020.11 | 100,000,000 | 1,000,000,000 | 44,190,766 | 441,907,660 | Cancellation of treasuryshares |
None | Note 15 | |
| 2020.12 | 10 | 100,000,000 | 1,000,000,000 | 45,759,703 | 457,597,030 | Capital increase byearnings |
None | Note 16 |
Note 1: Capital increase by cash by resolution of the board of directors on July 20, 2011.
Note 2: Increase of approved capital by resolution of the shareholders' meeting on November 18, 2011.
Note 3: Capital increase by cash by resolution of the board of directors on December 16, 2011. Note 4: Capital increase by cash by resolution of the board of directors on April 17, 2014. Note 5: Capital increase by cash by resolution of the board of directors on March 27, 2015. Note 6: Approved by Taiwan Stock Exchange Corporation on Oct 27, 2016. Note 7: Approved by Taiwan Stock Exchange Corporation on Dec 21, 2016. Note 8: Approved by Taiwan Stock Exchange Corporation on Apr 11, 2017. Note 9: Approved by Taiwan Stock Exchange Corporation on Aug 18, 2017. Note 10: Approved by Taiwan Stock Exchange Corporation on Oct 5, 2017.
~51~
Note 11: Approved by Taiwan Stock Exchange Corporation on Jan 10, 2018. Note 12: Approved by Taiwan Stock Exchange Corporation on Apr 12, 2018. Note 13: Approved by Taiwan Stock Exchange Corporation on Oct 1, 2018. Note 14: Approved by Taiwan Stock Exchange Corporation on Oct 1, 2019. Note 15: Approved by Taiwan Stock Exchange Corporation on Nov 19, 2020. Note 16: Approved by Taiwan Stock Exchange Corporation on Dec 16, 2020.
2. Type of Stock
| 2. | Type of Stock | ||||
|---|---|---|---|---|---|
| April 30, 2021; Unit: Share | |||||
| Type of Stock | Authorized | capital stock | Remarks | ||
| Issued shares | Treasuryshares | Un-issued shares | Total | ||
| Registered common stock |
45,759,703 | − | 54,240,297 | 100,000,000 | − |
3. General information about the reporting system: None.
(II) Shareholder structure:
April 30, 2021
| Shareholder Structure/ Quantity |
Government Institutions |
Financial Institutions |
Other Juridical Persons |
Natural Persons |
Foreign Institutions and Foreign Persons |
Treasury Stock |
Total |
|---|---|---|---|---|---|---|---|
| Number of Shareholders |
0 | 1 | 14 |
1,305 | 27 | 0 | 1,347 |
| Shareholding | 0 | 18,801,904 | 1,691,385 |
9,583,579 | 15,682,835 | 0 | 45,759,703 |
| Percentage shareholding (%) |
0% | 41.09% | 3.70% |
20.94% | 34.27% | 0% | 100.00% |
Note: According to Article 3 of the "Regulations Governing Permission for People from the Mainland Area to Invest in Taiwan", for any individual, juristic person, organization, or other institution of China or any company it invests in any third area, the total combined shareholding shall be 0.23%.
(III) Diffusion of ownership:
- Diffusion of common stock ownership
| April 30,2021 | |||
|---|---|---|---|
| Class of Shareholding | Number of Shareholders |
Shareholding (share) | Percentage (%) |
| 1 ~ 999 | 504 | 96,347 |
0.21% |
| 1,000 ~ 5,000 | 586 | 1,187,942 |
2.60% |
~52~ |
| Class of Shareholding | Number of Shareholders |
Shareholding (share) | Percentage (%) |
|---|---|---|---|
| 5,001 ~ 10,000 | 105 | 749,150 |
1.64% |
| 10,001 ~ 15,000 | 50 | 596,289 |
1.30% |
| 15,001 ~ 20,000 | 19 | 324,035 |
0.71% |
| 20,001 ~ 30,000 | 25 | 596,660 |
1.30% |
| 30,001 ~ 40,000 | 15 | 535,800 |
1.17% |
| 40,001 ~ 50,000 | 3 | 125,763 |
0.27% |
| 50,001 ~ 100,000 | 15 | 1,111,505 |
2.43% |
| 100,001 ~ 200,000 | 10 | 1,473,609 |
3.22% |
| 200,001 ~ 400,000 | 7 | 1,931,672 |
4.22% |
| 400,001 ~ 600,000 | 1 | 504,882 |
1.10% |
| 600,001 ~ 800,000 | 1 | 720,662 |
1.57% |
| 800,001 ~ 1,000,000 | 0 | 0 |
0.00% |
| Over 1,000,001 Classified under specific circumstances |
6 | 35,805,387 |
78.26% |
| Total | 1,455 | 45,759,703 |
100.00% |
2. Preferred Share: None.
- (IV) Major Shareholders: List all shareholders with a stake of 5 percent or greater, or the names of the top ten shareholders, specifying the number of shares and stake held by each shareholder on the list:
Unit: Share
| Unit: Share | |||
|---|---|---|---|
| Name of Major Shareholders | Nationality or Place of Registration |
Shareholding (share) |
Percentage (%) |
| The SKBC hosting YIDA INVESTMENTS PTE. LTD. trust account |
R.O.C. (Taiwan) |
18,801,904 | 41.09% |
| The SKBC hosting WEE HONG JIE investment account |
R.O.C. (Taiwan) |
9,101,591 | 19.89% |
| Cathay Bank Trust Phillip Securities (Hong Kong)CompanyInvestment Account |
R.O.C. (Taiwan) |
2,550,503 | 5.57% |
| Lin Zhi Long | R.O.C. (Taiwan) |
2,232,841 | 4.88% |
| Goh Mui Teck William | Singapore | 2,069,274 | 4.52% |
| Hidaka Hiroyuki | Japan | 1,049,274 | 2.29% |
| Tong-An Investment Co., Ltd. | R.O.C. (Taiwan) |
720,662 | 1.57% |
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| Name of Major Shareholders | Nationality or Place of Registration |
Shareholding (share) |
Percentage (%) |
|---|---|---|---|
| Sean Hsu | R.O.C. (Taiwan) |
504,882 | 1.10% |
| Jie-yuan Weng | R.O.C. (Taiwan) |
353,711 | 0.77% |
| Dafa Fund Account | R.O.C. (Taiwan) |
305,385 | 0.67% |
- (V) Share prices for the past 2 fiscal years, together with the Company's net worth per share, earnings per share, dividends per share, and related information:
Unit: NT$
| Unit: NT$ | |||||
|---|---|---|---|---|---|
| Item | Year | 2019 | 2020 | Current year to March 31, 2020 (Note 8) |
|
| Market price per unit (Note 1) |
Highest | 34.95 | 23.75 | 22.05 | |
| Lowest | 21.20 | 12.50 | 17.55 | ||
| Average | 26.51 | 17.41 | 19.82 | ||
| Net Worth Per Share (Note 2) |
Before distribution | 25.87 | 24.85 | 25.29 | |
| After distribution | 24.27 | Note 9 | − | ||
| Earnings per share | Weighted average shares (thousand shares) |
44,191 | 45,760 | 45,760 | |
| Earnings per share (Note 3) |
Before adjustment | 0.88 | 0.69 | 0.12 | |
| After adjustment | 0.85 | Note 9 | − | ||
| Dividend | Cash Dividend | 0.06 | 0.3681839 (Note 9) |
− | |
| Stock Dividends | Stock Dividends Appropriated from Retained Earnings |
0.35 | 0.35 (Note 9) |
− | |
| Stock Dividends Appropriated from capital surplus |
− | − | − | ||
| Accumulated Undistributed Dividends (Note 4) |
− | − | − | ||
| Return on Investment |
P/E ratio(Note 5) | 30.125 | 25.23 | − | |
| Price-dividend ratio(Note 6) | 441.83 | 47.29 | − | ||
| Cash dividend yield (Note 7) | 0.23% | 2.11% | − |
-
If shares are distributed in connection with a capital increase out of earnings or capital reserve, it shall
-
further disclose information on market prices and cash dividends retroactively adjusted based on the number of shares after distribution.
-
Note 1: State the highest and lowest market price of each year, and calculate the average market price for each year by the annual turnover and volume.
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-
Note 2: Based on the number of shares that have been issued at the end of the year and the allocation according to resolution of the shareholders’ meeting in the next fiscal year.
-
Note 3: If there are retrospective adjustments due to matters such stock dividend distributions, the earnings per share before and after the adjustment shall disclosed.
-
Note 4: If the conditions attaching to equity issuance includes payment of dividends to make up for not having distributed a dividend in years in which it did not post a profit, the accumulated unpaid dividends of each fiscal year shall be disclosed.
-
Note 5: P/E ratio = current year average closing price per share /earnings per share. Note 6: Price-dividend ratio = current year average closing price per share / cash dividend per share. Note 7: Cash dividend yield = cash dividend per share/ current year average closing price per share. Note 8: Net value per share and earnings per share refers to the amount in the financial report of the most recent quarter up to the date of publication of the annual report, audited and certified or reviewed by a CPA. Whereas other values refer to the amount in the most recent fiscal year up to the date of publication of the annual report.
-
Note 9: The 2020 earnings distribution has been approved by the board of directors' meeting on March 30, 2021, and submitted for resolution by the shareholders' meeting.
-
(VI) The Company's dividend policy and implementation thereof:
-
Dividend Policy provided in the Articles of Incorporation According to Article 99 of the Company's Articles of Incorporation, the
Company is currently in growth stage, and hence dividends can be distributed by cash/stock to shareholders in consideration of the Company's capital expenditures, business expansion plans, financial planning and other plans for sustainable development. During the listing period, except for laws and regulations in Cayman Islands, provisions for TWSE/TPEx listed companies or the Articles of Incorporation, or the rights in the shares, the Company’s distribute dividends in accordance with the distribution policy in Article 99(1). If there is a surplus at the end of the fiscal year, it shall first allocated for tax payments and make up for previous losses (including the losses of the previous fiscal year), then retained for special reserves (if any), and the remaining surplus (hereinafter referred to as "distributable surplus") can be distributed according to resolution of the annual shareholders' meeting in the following manner:
- (1) Directors’ remuneration shall not be higher than 3% of pre-tax profit,
~55~
-
(2) Employees’ compensation shall not be lower than 0.1% of pre-tax profit, and
-
(3) Shareholders’ dividends shall not be lower than 5% of the distributable earnings, of which cash dividends shall account for at least 3% of the total dividends.
-
Distribution of stock dividends at the Shareholders’ Meeting
The Company’s 2020 earnings distribution was resolved by the board of directors on March 30, 2021, with the proposed cash dividend is NT$0.3681839 per share. After the resolution of the shareholders' meeting on June 28, 2021, the Board shall fix a date for the distribution of cash dividend, and shall have full authority to handle the effect of change in outstanding shares on the dividend payout ratio.
-
(VII) Effect upon business performance and earnings per share of any stock dividend distribution proposed or adopted at the most recent shareholders' meeting: Not applicable.
-
(VIII) Compensation to employees, directors, and supervisors:
-
Ratio or scope of compensation to employees, directors, and supervisors, as set forth in the Company’s Articles of Incorporation: Please refer to: (VI) The Company's dividend policy and implementation thereof.
-
The basis for the estimated compensation to employees, directors, and supervisors for the current period, the basis for calculating the number of shares to be distributed, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure: The Company has distributed NT$700,000 as directors' remuneration and NT$250,000 as employees' compensation in 2020. If there is discrepancy between the actual distributed amount and the estimated figure when the compensation to directors and employees is distributed according to the Company’s Articles of Incorporation, it will be regarded as a change in accounting estimate, and recorded as profit/loss in the year of shareholders’ resolution.
-
Information on distribution of compensation to employees as approved by the Board of Directors:
The Company’s 2020 earnings distribution has been approved by the Board of Directors on March 30,2021. Information on the distribution of compensation to employees and directors are as follows:
~56~
- (1) The employees’ compensation of $250,000 distributed in cash and directors’ remuneration of $700,000 as resolved at the shareholders’ meeting.
- (2) Employees’ compensation of NT$0 is distributed in stock, which accounted for 0% of the sum of the current after-tax net income and total employee compensation.
-
The actual distribution of compensation to employees, directors, and supervisors for the previous fiscal year (with an indication of the number of shares, monetary amount, and stock price, of the shares distributed), and, if there is any discrepancy between the actual distribution and the recognized amount, additionally specify the amount of the discrepancy, the cause, and how it is treated: No difference.
-
(IX) Buyback of Treasury Stock: Not applicable.
II. Corporate Bonds (including overseas corporate bonds): None.
III. Issuance of Preferred Stocks: None
IV. Issuance of Global Depository Receipts: None
V. Issuance of Employee Stock Options: None
VI. Issuance of New Restricted Employee Share: None
VII. Status of New Shares Issuance in Connection with Mergers and Acquisitions: None
VIII. Implementation of the Company's Capital Allocation Plans:
The Company does not have issues that were completed in the most recent 3 years but have not yet fully yielded the planned benefits.
~57~
Five. Operational Summary
I. BUSINESS ACTIVITIES
-
(I) Scope of business:
-
Business content: The main business items of the Group is producing the press components for automobile and motorcycle and producing press production line machine
-
Percentage out of the entire company business
| December 31,2020 | December 31,2020 | |||
|---|---|---|---|---|
| Major Products | 2019 | 2020 | ||
| Amount | % | Amount | % | |
| Press production line Equipment |
165,713 | 9.23 |
35,884 | 3.04 |
| Automobile components | 1,533,391 | 85.40 |
1,079,044 | 91.32 |
| Motorcycle components | 80,328 | 4.47 |
41,851 | 3.54 |
| Revenue fromprocessing | 15,532 | 0.87 |
9,566 | 0.81 |
| Medical device | 601 | 0.03 |
15,266 | 1.29 |
| Total | 1,795,565 | 100.00 |
1,181,611 | 100.00 |
3. Current products (services) of the Company
| Product category | Service |
|---|---|
| Press production line machine |
According to the market demand and characteristic requirement, selling press production line equipment to customers and provide differentiated services, such as the service for in-situ installation and instruction and the logistics technical support service for the repair,maintenance,and spareparts supply. |
| Automotive and motorcycle components |
The Company provides a wide range of product specifications and categories, mainly for motorcycle components and automobile safety system components, such as: door lock parts, seat parts, brake disc shock absorber, flange, exhaust system hook and so on. |
| Revenue from processing |
The revenue from processing of automobile components |
| Medical device | The Company provides multiple specifications of medical sterilization containers and sterilization baskets,etc. |
-
The new products planned to be developed:
-
(1) Medical device
-
(2) The products development in automation equipment and technology field.
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-
(II) Industry summary:
-
Current status and development of the industry (1) Automotive industry overview
- A. Automotive industry overview
Automotive industry, being one of the world's largest and one of the most important industry, has become the pillar industry of national economy in United States, Japan, Germany, France and other industrial developed countries, and accounted for a large proportion in the manufacturing industry. It has a strong driving effect on the upgrading of industrial structure and the development of related industries, and has many characteristics such as high industrial correlation, wide coverage, high technical requirements, strong integration, large number of components, and large added value. Automobile products go through the process of market research, product research and development, production and manufacturing, and sales feedback. The product development cycle is quite long, and the production and manufacturing process is rather complicated. As a result, it involves a wide range of satellite manufacturers, which need the mutual cooperation of various industries. The automotive industry can be divided into whole automotive industry and automobile component industry According to industrial production statistics, the automobile component industry can be classified into the following ten categories
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Figure 1, automotive industry classification
==> picture [378 x 315] intentionally omitted <==
Source: Industrial Technology Research Institute, IEK(2015/02). Note: Other automobile components include automobile beam, body stamping component, bumper, exhaust pipe, castings, auxiliary airbag system, seat belt and other components not listed.
a. Global automobile industry
According to the data from LMC Automotive on the global car market scale in recent years, the estimated global car sales in 2020 are 78.03 million cars, representing a 13% decline compared to the previous year. The decline was caused by the continuous decline in the global car market, as well as the COVID-19 pandemic, which has led to the city lockdown in many countries to prevent its spread. As a result, people's lives were restricted and the overall car market was severely affected by the decrease in the use of cars. In China, after the downturn in the first quarter of 2020, the Chinese car market began to ease in the second quarter as the government implemented various policies on car consumption such as the lifting restrictions on car
~60~
purchases and providing subsidies in the third and fourth tier cities for purchasing cars from domestic brands, which gradually improved the depressed car market, resulting in an annual sales volume of 25.272 million vehicles, a decrease of 1.9% from the previous year. In Europe, the European car market was already suffering from a global downturn in demand and the transition to electric vehicles. The COVID-19 pandemic caused most of the car showrooms to shut down, the production line to stop, product inventories to rise and new car sales to drop, resulting in a severe decline in new car registrations in Europe, and annual car sales dropped by 22% to 15.32 million vehicles. The United States was the worst-hit country in the world by the COVID-19 pandemic. Not only were car manufacturers forced to shut down to prevent and control the pandemic, which affected the production of vehicles, but the demand for vehicles was also particularly low as the economy was hit severely, resulting in 14.95 million vehicles sold for the year, a 15% decline compared to the previous year. In recent years is shown in Figure 2.
Figure 2, the global size of automotive markets in recent year
==> picture [473 x 261] intentionally omitted <==
Source: LMC Automotive, sorted by PATEC
~61~
The main market sales of light vehicles in the world from 2019 to 2020 are summarized in the table below.
| Country | 2019 | 2019 | 2020 | 2020 |
|---|---|---|---|---|
| Sales Quantities (Unit: 10,000) |
% | Sales Quantities (Unit: 10,000) |
% | |
| China | 2,545 | 28 | 2,446 | 31 |
| U.S.A. | 1,699 | 19 | 1,447 | 19 |
| W. Europe | 1,628 | 18 | 1,240 | 16 |
| Japan | 513 | 6 | 454 | 6 |
| E. Europe | 413 | 5 | 389 | 5 |
| India | 352 | 4 | 216 | 3 |
| Brazil/Argentina | 311 | 3 | 228 | 3 |
| Canada | 193 | 2 | 155 | 2 |
| Korea | 175 | 2 | 186 | 2 |
| Others | 1,201 | 13 | 1,005 | 13 |
| Total | 9,030 | 100 | 7,766 | 100 |
- b. Global automotive component industry
Automotive industry is high precision, and high degree of technical integration of comprehensive industry. The development process of product is quite long, which is from market research, product development, manufacturing to sales feedback. The manufacturing process is also very complicated, so it involves a wide range of industries, which relevant satellite manufacturers need to cooperate with various industries. There are plenty of automobile components. Depending on the complexity of the components, the number of components required is up to 30,000 units. The materials that are used in each component include steel, nonferrous metals, rubber, asbestos, china, fiber and petrochemical industry. The manufacturing method of components includes casting, press, forging, mechanical processing and thermal processing and so on. The completed components are inspected for quality before being transported to the central factory for assembly. The assembly process of automobile in the center factory includes welding, painting, pre-assembly of partial components, and assembly of vehicle. The automobile components must pass the inspection and test standards in various conditions before leaving the factory. Only after being confirmed as qualified, can a safe and reliable automobile be considered as completion.
~62~
With respect to the development trend of global automobile market, although the automotive industry is rather mature and the whole industrial chain structure is also very complete, in current year, the content rate of automobile components of plant are decreasing under pressure of profit and cost. Consequently, the degree of dependence on the external automobile component plants gradually increases. Automobile component plant from a simple component original equipment manufacturing, become the main research and development partner of the plants, which has transferred pressure to component plants and caused the cost pressures among major automobile component suppliers worldwide are increasing. Therefore, outsourcing or joint venture manufacturing methods have been adopted to bring automobile component manufacturers business opportunities. The scale of the global automobile industry is gradually expanding, and after years of efforts in the development of the automotive industry, automobile components have had the advantages of a small number of diverse and flexible manufacturing. After on-going investing in research and development and upgrading of production technology, it has strength of international competitiveness.
Basically, the international automobile component industry is developing with plants and local government with relevant industry policies. There are two main markets. One is to cooperate with the local domestic, foreign car manufacturers play the role of OEM, and provide the original factory to assemble new automobile components. The other is to provide components maintained or refitted to domestic and foreign aftermarket. In terms of sales outlet of components, it can be divided into four kinds of sales outlet of automotive components, which are Original Equipment Manufacturing (OEM), Original Design Manufacturing (ODM), Original Equipment Service (OES), After Market (AM). OEM and ODM market are for the original assembly components, while OES is the original certified components for after-sales maintenance. The components that AM provides are components for aftermarket maintenance and refitting.
~63~
Figure 3: The type of international division of labor in automotive components
==> picture [316 x 165] intentionally omitted <==
Source: Industrial Technology Research Institute (2013/05)
The automotive industry is different from electronics industry, which upstream and downstream are the closed markets of a few manufacturers. Each automobile component needs a rigorous and lengthy testing and certification before they can be used by the original equipment manufacturing. The automotive industry has high requirements for quality systems and yield. ISO-9001, QS-9000 and TS-16949 are basic requirements. The components purchased are almost no defects.
The global automobile component industry continues to be highly dependent on vehicle production. With emerging countries, particularly China, benefiting from rapid domestic economic growth in recent years, the demand for vehicles has also increased significantly. In the meantime, the global large plants have expanded rapidly, which drive other components suppliers to follow up, so as to meet the overall production demand. As overall car sales increase, so does demand for aftermarket components. In addition, consumers tend to hold vehicles for longer periods of time, which increases the market demand for replacement of aftermarket components. In 2019, the global automobile market was in a recession, and the sales momentum of whole vehicles was depressed. However, the poor sales of the international automobile manufacturers affected the demand for upstream parts and components, and prompted whole vehicle manufacturers to transfer the pressure to the upstream parts
~64~
manufacturers, so that they could stand a keener price cutting competition which affects their profits.
B. Motorcycle industry overview
General motorcycle industry refers to the manufacture of motorcycle and parts. According to the definition of Standard Industrial Classification prepared by Directorate-General of Budget, Accounting and Statistics, Executive Yuan, it is the industry which manufactures cycles, three-wheel motorcycle, engine, motorcycle‘s sidecar and motorcycle specialized parts. The industrial production is classified into the motorcycle industry and motorcycle component industry. The detailed categories are shown in the following table:
Table 1: The table of motorcycle industry classification
==> picture [421 x 122] intentionally omitted <==
Source: Directorate-General of Budget, Accounting and Statistics, Executive Yuan
Motorcycle originated in Europe, America and other places. Before World War II, leading manufacturers in the motorcycle industry are mainly European and American brands, including BMW, PIAGGIO, DUCATI, TRIUMPH, HARLEY‐ DAVIDSON, INDIAN and so on. After World War II, Japanese motorcycle manufacturers emerged at the historic moment, and with the characteristics of use, it is suitable to use in developing countries. HONDA, YAMAHA, SUZUKI and KAWASAKI gradually become global leaders. Currently, Asia is the world's major motorcycle market, accounting for 90% of the global motorcycle sales in 2017. India, the largest market, has grown rapidly in recent years. Under the double
~65~
influence of China's anti-motorcycle policy and slowdown of economic growth, India’s motorcycle sales volume in 2016 surpassed that of China, making India the world's largest motorcycle production and sales country. According to the statistics of SIAM, India’s automotive association, in 2017 the output of India's two wheeled vehicles reached 23,150,000, with a growth of 16.1% over the same period. The sales volume reached 20,190,000, with a growth of 14.8%. Both of them broke through the 20 million mark. At present, the motorcycle penetration rate in rural areas of India still has room for improvement and is expected to continue to drive sales. China, the second largest motorcycle market, gave to India its number one rank in motorcycle sales for 23 consecutive years in 2016 due to its government's ban on motorcycles. According to the statistics and analysis of CAAM, China’s automotive association, in 2017 the total production and sales volume of China's motorcycle industry recovered after five consecutive years of decline. The output of two-wheel plus three-wheel motorcycles was 17,156,000, up 1.9% over the same period. The sales volume was 17,135,000, up 2.0%. According to AISI, Indonesia’s automotive association, Indonesia, as the third largest motorcycle market, had a motorcycle production of about 6,321,000 in 2017, up 1.7% over the same period. The sales volume was about 5,886,000, down 0.8%. The sales volume fell below the 6 million level for two consecutive years, mainly due to a rise in electricity and vehicle registration fees, which lowered the public's willingness to buy.
Figure 4: Global main motorcycle market distribution
| Country | 2013 | 2014 | 2015 | 2016 | 2017 |
|---|---|---|---|---|---|
| India | 1,481 | 1,600 | 1,646 | 1,759 | 2,019 |
| China | 2,289 | 2,129 | 1,882 | 1,680 | 1,713 |
| Indonesia | 777 | 787 | 648 | 593 | 589 |
| Vietnam | 283 | 240 | 290 | 320 | 327 |
| Pakistan | 80 | 74 | 106 | 163 | 193 |
| Thailand | 200 | 170 | 164 | 174 | 181 |
| Philippine | 75 | 79 | 85 | 114 | 132 |
| Taiwan | 64 | 67 | 67 | 79 | 91 |
| Brazil | 159 | 143 | 119 | 86 | 81 |
| Colombia | 66 | 70 | 68 | 67 | 50 |
Source: Automobile industry associations and motorcycle associations of various countries, sorted by ARTC
~66~
Countries such as North America and Europe, with stable economy and mature market, have limited growth of demand for motorcycle in the future, which tend to focus on leisure and urban short distance travel, with relatively low growth range. In addition to the current main regional markets, developing countries such as Africa are also increasing the demand for motorcycle. With the economic growth, people's demand for transportation tools changes, and the demand for two-wheelers will also gradually increase, which is expected to become a major global motorcycle market in the future.
C. Machine tool industry overview
The production value of machine tool are US$ 875.2 million in 2017, which is 7.3% higher than in 2016. In order of production value, the top ten machine tool countries in the world are China, Japan, Germany, Italy, America, South Korea, Taiwan, Swiss, Spain and India.
Figure 5: The main production of the top 15 countries in 2017
==> picture [427 x 281] intentionally omitted <==
Source: Gardner Publication, Inc.; TMBA finishing
~67~
Since 2009, China leaps to the world's largest producer. Strong domestic demand gives rise to create China to be the world's largest country of consumption of machine tools, which makes its machine tools become the world's largest machine tool consumer and importer for many years. On the other hand, the current market for machine tools in China is still dominated by domestic demand, and the value of exports is relatively small. In the last one or two year, as the independence of machine tool in China has gradually become effective, some of the low-end machine tools produced by China have been exported to emerging markets in Southeast Asia, so the export value of China has gradually increased. In 2017, China remains the world's largest demand country for machine tool, with a total output value of us $24.52 billion, going up by 3.6% compared to 2016, and a global market share of 28%. China is also the world's largest country of consumption for machine tools. The market size in 2017 was US$29.97 billion, going up by 9% compared to 2016. It is expected that under the promotion of the "Made in China 2025" policy, China's tool machine consumption will continue to increase.
-
Relations with industries upstream, downstream and at the same level
-
A. Automobile components
==> picture [356 x 211] intentionally omitted <==
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B. Motorcycle components
==> picture [369 x 163] intentionally omitted <==
C. Machine tool equipment
==> picture [340 x 173] intentionally omitted <==
- (3) Various trends of product development
A. Automobile components
Caused by the globalization trend of auto industry, the industry value chain from research and development, procurement, production, sales to after-market, each functional activity has tended to global configuration and retain research and development institutions in local. Instead of investing in replicating products to other target markets, each functional activity has been allocated to the global market according to their capabilities. As a result of the new specialized division of labor cooperation system, the plants adopt the global procurement strategy for reducing the cost. On the other hand, there is a trend of separation between
~69~
the component companies of the original collaborative system, which also leads to more and more multinational component companies.
The development modes of automobile component manufacturers can be divided into three categories: (1) Enter into the international plants or the supply chain system of Tier-1. (2) Joint venture with local plants or technical partners to enter overseas markets. (3) Cooperate with big international factories to set up delivery warehouse or logistics center, so as to seize the opportunity of local automobile after-market and maintenance market. The Group's current development direction is mainly in the previous two categories
In addition, automobile components industry development and automotive production are closely related to after-sales service and maintenance. There are three major automotive industry in the world: China, North America and Japan. These three regions all belong to the mature automobile market and are also the important consumer market of automobile components in the world.
In recent years, the global plants and automobile components industry has been developing towards the decrease of enterprises, expansion of business scale and rapid internationalization. The overall trend is as follows:
-
Industrial scale: The innovation of product and technology is also committed to the direction of plants. To reduce development costs and component costs, the plants will expand the economies of scale of a single platform or model through common platforms, modular design and global strategic vehicles.
-
Specialization of production: So as to shorten the whole new cars development time, and ensure the quality, cost and delivery time, automobile components factories can no longer only produce as well as provide loading components on assembly line based on drawings provided by plants, but should be more deeply participate in the whole value chain of automobile, from research and development, sales to after-sales service to improve professional level.
-
Internationalization of production and operation: In line with the global plants, the scope of multinational automobile component factories is becoming larger and larger. Its main purpose is to match with plants overseas, to develop new markets, or to seek low-cost advantages in local production. Therefore, the formation of
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automobile components factory production and management of internationalization.
-
The collaborative system relationship is complicated: In the past, plants and component suppliers were inseparable through the operation of a collaborative system. However, with the white-hot competition in the automobile market, plants not only require the existing subcontractors to reduce the annual cost, but also seeks compliance with specifications through its procurement platform but replace subcontractors that cannot match price cuts with component factories of superior supply prices.
-
Upgrading of automobile application technology: The other pressure that component suppliers need to face is the upgrading of automobile application technology, including miniaturization, lightweight, energy saving and so on. Suppliers also need to invest in research and development to meet the needs of new technologies.
-
Automobile component manufacturers will more invest actively in the China market: In the future, the plants will mainly invest in developing countries. Apart from manufacturing, design and engineering, value activities will also be introduced simultaneously. And the scale of automotive market in China continues to grow and becomes the world's largest automotive sales country. The domestic market is also the reason why plants will manufacture locally. Its current car ownership per thousand is still low. Therefore, it brings business opportunities for plants, and so does for automobile component manufacturers. Also, due to the growth of the automobile market in China over the years, the demand for automotive component industry in the automobile aftermarket will increase. Automobile component manufacturers are planning to expand investment into China for gaining access to the huge automobile components market and actively cooperate with local automobile manufacturers for business opportunities.
-
Energy efficiency and low carbon emissions have become an inevitable trend in the development of automobile products. With fuel prices still high and environmental concerns, the proportion of energy-saving and hybrid vehicles is gradually increasing. Government policies and related fiscal and tax incentives are the most important driving force at present. Electric cars will still be one of the industry's core development within automobile manufacturers
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because apart from the change of automobiles’ power system, the automobile manufacturers have dedicated to developing small energy-saving models. In addition to complying with regulatory requirements, it will also provide consumers with more options to buy cars in tough economic times.
B. Motorcycle components
In recent years, due to the rapid changes in the global climate, countries have become increasingly concerned about environmental pollution and exhaust emissions from automobile and motorcycle. Each motorcycle manufacturer keeps processing research and development of new products in order that it can produce safer, more environmentally friendly, higher quality products, which has encouraged upstream suppliers to develop the newer technologies, more environmentally friendly and more expensive and profitable components. With the rapid growth of economy, the need of motorcycles in Southeast Asian Nations gradually increases. The main Japanese motorcycles manufacturers such as HONDA, YAMAHA and SUZUKI has shifted value activities, including procurement, production or sales to Southeast Asian Nations such as Indonesia, Vietnam and Thailand, where the motorcycle market is growing rapidly in order to decrease labor cost. The relevant potential competitors are also dominated by this market. For this reason, the future development of the Group not only actively becomes the main suppliers in Indonesia market, but also looks other ASEAN market.
C. Machine tool equipment
In terms of machine tool production - China, China has been engaging in the economic structure adjustment and the transformation of the development direction. Because of the development of key areas such as aviation, ships, automobiles, energy and other aspects, there is huge need for high-end CNC, high efficiency cutting tool and precision measuring machine. On the other hand, the rise of intelligent manufacturing also provides a new path for the development of machine tool industry. In the next five years, the development demand of tool machine industry in China will further shift to the high-end. According to Gardner Research’s statistics, although the sales growth of the machine tool industry was in a downward trend in 2012, the sources of product with serious decline were mainly medium and low-end products, which also indicated that the demand for machine tools in China was shifting to the
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high-end. Overall, the demand for high-end machine tools in China has maintained a strong trend.
The global machine tool market is constantly in the competition of pursuing high efficiency and low energy consumption. Meanwhile, emerging fields and emerging materials also put forward new requirements for the machine tool market. Consequently, machine tool suppliers should not only pursue in-depth development in traditional fields, but also make their products catch up with the pace of emerging fields to maintain competitiveness and their position.
(4) Competition status
In recent years, the world's major manufacturers covet the Chinese huge automobile market and ASEAN area’s motorcycle market. Furthermore, as the cost of production can't effectively reduce the pressure, the products are gradually made by other national foundry production or nearby local procurement. With the economic rise of mainland China and the continuous growth of ASEAN market economy in recent years, the average income of the Chinese people has been increasing steadily and the consumer spending also rose. As a result, local demand for automobile and motorcycle has grown steadily and the China and ASEAN markets have benefited. With the continuous increase in the production of automobile and motorcycle components, the demand for press production line equipment for the production of related components also increases. For this purpose, in addition to actively improving the production efficiency and reducing the production cost of automobile components, the Group also strengthens the sales market of press production line equipment and fights for more sales orders for machine equipment.
In general, for the reason that the wide use of industrial products, the current competitive trend is not as fierce as that of electronic products. Nevertheless, as the use of industrial products is wider, the future market will be valued, which means that the competition will be more obvious in the future.
-
Technology and research & development summary
-
(1) Technological arrangement in business operations, research & development
What customers appreciate the Group is always being ahead of the same industry with the speed of research and development. Along with the
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Group based on years of experience in metal processing and the ability to develop module itself, the key factor is that the Group can adjust the machine instantly to meet the requirements of customers with different product specifications. With the ability to develop samples quickly, effectively improve customer product design and process integration, the Group has been maintaining good relations with customers, and more willing to attract international customers to cooperate.
The Group’s main technical capabilities of product manufacturing process include press forming, assembly, automatic production and detecting. By designing, homemade automatic production and measuring equipment, it reaches 100% of manufacturing and quality inspection and also meets the special requirements of high precision specification and quality assurance. Through the new product quality planning process, it continues to promote the establishment of innovative precision technology.
(2) Personnel involved in research & development and their educational
background and employment history
| Year Education |
2019 |
2020 | 2021 As of March 31, |
|---|---|---|---|
| Above Masters | 7 | 6 | 6 |
| Bachelor’s Degree | 23 | 23 | 23 |
| Senior High School | 3 | 18 | 15 |
| Total | 33 | 47 | 44 |
(3) R&D expenses invested in latest five years
Unit: NT$ thousands
| Unit: NT$ thousands | |||
|---|---|---|---|
| Item Year |
R&D expenses |
Consolidated net operatingrevenue |
% |
| 2020 | 35,333 | 1,181,611 | 2.99 |
| 2019 | 52,964 | 1,795,565 | 2.95 |
| 2018 | 79,453 | 2,191,727 | 3.63 |
| 2017 | 110,443 | 2,073,289 | 5.33 |
| 2016 | 73,246 | 2,009,440 | 3.65 |
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(4) Technology and products developed successfully in the last five years
As of March 31, 2021
| As of March 31,2021 | ||
|---|---|---|
| No. | Items | Description |
| 1 | Cold press compound die automatic discharge device |
It can improve production efficiency and production safety, especially suitable for large press parts compound discharge device. |
| 2 | Floating die set device | It is high precision and small gap blanking die, which can improve theprecision of the die. |
| 3 | Thick plate blanking die | It can improve production efficiency and production safety, especiallysuitable forpressing parts with thickplates. |
| 4 | Reel stretch press automatic discharge device |
It can improve production safety and meet the requirements of mass production as well as improve the working stability and the efficiencyofparts discharge. |
| 5 | Press riveting and flattening die |
It can reduce unnecessary procedures, effectively improve work efficiency,and reduce manufacturingcosts. |
| 6 | Cold die automatic discharge device |
It can make die discharge smoothly and simply, make the waste materials in the mold fall down smoothly, and greatly improve theproduction efficiencyandproduction safety. |
| 7 | Fixture device on pierce punch forming |
It can be processed coaxial parts and larger cylindrical, improve theprocessingefficiency. |
| 8 | Curl press die | It is an innovation of engineering, and effectively reduce the process. |
| 9 | Ironing burring press engineering |
It can improve the engineering and work efficiency to meet the needs of massproduction. |
| 10 | Emboss mold for plate workpiece |
Completing the design and optimization of the emboss mold for plate workpiece, which increases working stability and efficiency. |
| 11 | Pre-punching hole of die for plate workpiece |
Through the use of pressure spring, increase the working stabilityand efficiency |
| 12 | Burring mold for plate workpiece |
It can improve quality of burring end surface and the working efficiency |
| 13 | Solid rod upsetting mold | It can improve engineering and work efficiency and mold stability. |
| 14 | Compound mold for blank stretching |
It improves the engineering, effectively reduce the process and processing costs, and improve the machining precision and qualityof components. |
| 15 | Device for material discharge automatically |
It can separate the press part from the material belt automatically and improve the production efficiency and safety. |
| 16 | Clod hobbing | It can improve the engineering, effectively reduce the processing cost and improve the precision and quality of components. |
| 17 | Aluminum material embossingfixture |
It can improve the precision and quality processing of components. |
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| No. | Items | Description |
|---|---|---|
| 18 | Stainless steel flanged dimplingdie |
It can increase the strength of the female die, and do mirror buffingfor female die insert andpierce. |
(III) Long-term and short-term plans for business development.
The Group draws up various long-term and short-term plans to plan the future business direction of the Group in order to cope with the trend of future industrial development and overall economic environment and enhance its competitiveness. The brief description of the Group’s long-term and short-term plans
-
Short-term development strategy and plan
-
(1) Marketing strategy
-
A. Strengthening the good relationship with customers, keep abreast of the latest market information, reasonably estimate the future demand planning of customers for products.
-
B. Continuous participating in customer project plan, suggesting and assist to evaluating equipment requirement, configuration, cost, delivery and other supporting solutions.
-
C. Active participation in international exhibitions of related industries, increasing market visibility and enhancing brand image of the Group by participating in the exhibition, so as to win orders of machines and equipment from international big factories and obtain higher profits.
-
-
(2) Procurement strategy
Maintain good interaction with suppliers, understand new product development plan and price trend, and provide customers’ idea of the product or future demand.
-
(3) Operational management and financial support
-
A. In response to operational development, through sound financial planning and operation management, the Group resources will be allocated to maximize the overall benefits of the Group resources.
-
B. Making the best of the advantage of capital market to establish sound and diversified financing channels and establishing close and mutually beneficial relationships with financial institutions in response to working capital required for business growth and development.
-
C. The introduction of enterprise resource planning system (ERP), which is the integration of front-end and back-end information, provides
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more timely financial information as the basis for management decision-making.
- D. Organizing internal staff education and training on a regular or ad hoc basis to enhance technical research and development, business and management capabilities. Moreover, encouraging employees to give the comments for improvement within the Group and strengthen the communication bridge between the Group and employees in order to reduce the risk of labor disputes.
-
Long-term plan
-
(1) Marketing strategy
-
A. Continuing to strengthen the customer base, increase operational flexibility, reduce operational risks, so that the operation will not have a significant impact on single customer, regional market, individual industries, and so on, and continuing to maintain the competitiveness of the Group.
-
B. Seeking strategic partners can not only reach new markets, customers and sales networks, but expand the product range, enhance economic efficiency and competitiveness, thereby expanding the economic scale and become the momentum for future growth.
-
C. Setting up overseas machine and equipment sales market, increasing the revenue of machine and equipment sales, and increasing the contribution of revenue and profit.
-
D. Cultivating professional talents, collecting information on future development trends, grasping the market highlights of competitors and new entrants, and expanding the European sales market.
-
-
(2) Procurement strategy
-
A. Expanding the source of suppliers can not only strengthen the stable supply of goods, ensure the reliability of delivery, but also obtain competitive purchasing price and maintain the competitive advantage of purchasing cost.
-
B. Seeking strategic partners can not only reach new markets, customers and sales networks, but expand the product range, enhance economic efficiency and competitiveness, thereby expanding the economic scale and become the momentum for future growth.
-
-
(3) Operational management and financial support
-
A. Establishing sound internal control management system,
- implementing corporate governance and management philosophy,
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- implementing corporate governance and management philosophy,
-
shaping excellent corporate culture, and realizing the vision of sustainable business operation.
-
B. Through the diversification of capital market financing channels, strengthen the financial structure for long-term development strength; Cooperating with the group operation scale growth, so as to enrich the management team and enhance the group's popularity and image.
-
C. Promoting the concept of global competition and lifelong learning for employees, aiming at multinational enterprise groups.
II. MARKET AND SALES OVERVIEW
-
(I) Market Analysis
-
Sales (Provide) Region of Main Products (Service)
Unit: NT$ thousands; %
| Unit: NT$ thousands;% | Unit: NT$ thousands;% | |||
|---|---|---|---|---|
| Year Area |
2019 |
2020 | ||
| Amount | % | Amount | % | |
| Chana | 694,840 | 38.70 | 470,619 | 39.83 |
| South east Asia region | 546,055 | 30.41 | 306,720 | 25.96 |
| Europe | 438,966 | 24.45 | 284,114 | 24.04 |
| Others | 115,704 | 6.44 | 120,158 | 10.17 |
| Total | 1,795,565 | 100.00 | 1,181,611 | 100.00 |
2. Market share:
The Group is as a professional manufacturer of precision metal components. Because most of the Group product components are automobile components, it is hard to calculate its market share. Since its establishment, the Group has been adhering to the concept of serving customers and has become a supplier of MQB (Modularer Querbaukasten) platform of Volkswagen Group. Therefore, the Group’s market share of products should also be significantly increased. Accordingly, the goal of the Group’s market share is continued increasing the Group's performance growth. With the steady growth of global automotive market demand, it is expected that the demand for automobile components will continue to grow in the future. There is still great room for growth in the Group's revenue.
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-
Future market supply/demand and growth
-
A. Future market supply/demand
The automobile and motorcycle components industry is monopoly market. As automotive manufacturers strive for stability in their component supply chain, most of manufacturers will not switch suppliers easily. The automobiles and motorcycles are also the industry with a high emphasis on safety, which its components has higher precision and reliability than that of other industries, so the downstream plants have strict authentication mechanisms for the components suppliers. As a result, the automotive high entry threshold. The system manufacturer is based on quality control, and once the qualified supplier is selected, it is less likely to change partners easily, thus forming a relatively closed supply chain relationship. The growth of the company's industrial market is analyzed as follows:
- a. Automobile components
Multinational automobile manufacturers of well-known brands have established new models of international division of labor and actively engaged in automotive industry and market operation in emerging countries such as China, due to the fact that the upcoming globalization. This not only increases the dependence of local automotive components suppliers on multinational automobile manufacturers, but also attracts more manufacturers to invest, building up a more integrated automotive industry supply chain because of the huge demand in emerging countries. As far as automobile sales quantity is concerned, it is difficult to find explosive room for growth as automobile appetite is almost at the stage of saturation in developed countries. In the meantime, as the economic rise of emerging countries, the increase in people’s income generate growing demand for automobiles, which the vehicle market will continue to grow steadily in the medium to long term.
In 2020, global car sales dropped sharply due to the impact of the COVID-19 pandemic. But the industry expects that new car sales will be boosted by the fact that the U.S. vaccine progress is better than expected and that the Biden administration's $1.9 trillion revival plan is gradually helping the economy to recover while people' lives are getting back to normal. China's car sales are relatively stable because of the outbreak is under control, and the Chinese government
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has focused on expanding the domestic consumption and increasing car sales as one of the key priorities, along with the infrastructure development, which will boost the growth in China's car market. However, the recovery in Europe has been very slow, and the production and sales of cars in the European region are expected to be less than they were before the pandemic until 2023; therefore, the economy in the car industry is likely to improve in 2021.
China has become the world's largest automobile production and sales country, and cars per capita are far below the standards of developed countries. But for the past 10 years, the rapid growth of the number of automobiles, has brought Chinese society came many problems such as congestion, pollution and traffic safety, formed the contradiction between quantity growth and limitation. This is also the problem that needs to be faced when Chinese government is actively developing automotive industry. Overall, as people consuming ability rise, demand has increased. It is expected that the sales volume of motorcycle as a whole in China will still grow year by year, but the growth of new car sold will gradually decrease or stagnate over the next few years.
With the rapid growth of China's automotive industry in recent years, car ownership increases sharply. The scale of China's demand for automotive components continue to expand, owing to the fact that the low unit price of Chinese automobiles, the relatively unstable quality and the relatively high frequency of component replacement. Meanwhile, with Chinese people's income gradually increased, the price is no longer the only one consideration when people change components. Instead, the importance of driving safety increase. Compared with Chinese automotive components industry, foreign has quality advantage, so the demand for automotive components in Chinese market will continue to rise. So as to fight for this business opportunity, in recent years, the foreign automotive components industry develops more actively in China.
There are few local manufacturers investing 100% in automotive OEM components industry in Indonesia. Most of them are domestic and foreign joint ventures or factories invested by Japanese, Taiwanese or Korean companies. Most precision components need to be imported. Indonesian vehicle operators believe that there is great opportunities for Indonesia to regain its position as a regional vehicle
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assembly and components production center with the implementation of ASEAN Free Trade Area and political instability in Thailand. TOYOTA Astra Motor indicates that Indonesia has a potential market and natural resources, coupled with the implementation of ASEAN Free Trade Area, which 5% import tariffs on automobiles and components have been lifted among six ASEAN founding members, including Thailand, Malaysia, Philippines, Singapore, Brunei and Indonesia. It has become very accessible to export cars and automotive components from Indonesia to southeast Asian countries, and the industry is now in the best position to overtake Thailand.
Even though Indonesia has a large automotive component market, Japanese’s automobile manufacturers have a closed system. Most of the major automotive components are monopolized by their agents or joint ventures, consequently, OEM suppliers of Japanese automotive components produced in foreign countries have little access to their supply chains. As for the large scale of the AM, the manufacturers estimated that around two-thirds of them are non-factory components, so there is still a lot to be done.
- b. Motorcycle components
Due to the motorcycle has the characteristic of being easy to use, being applicable to wider road surface, cargo capacity and not taking up a lot of space, it has become the important tools for commuting and carrying goods. Different from the developed countries which regard motorcycles as leisure and competition, motorcycles in emerging countries are more widely used, especially in Asia. In countries with lower per capita income, and less developed public transportation systems, it becomes common that motorcycle is used as daily transport and production tool. In terms of the analysis of global motorcycle market development, the trend of increasing population and increasing urbanization will still drive the growth of global motorcycle market as a whole, however, due to the low oil price and the slow upturn of global economy, the motorcycle is still a temporary means of transport. The car is still the type of vehicle that consumers are eager to buy, so the growth momentum of global motorcycle will be relatively flat in the future. According to the industrial technology research institute, it estimated that the global motorcycle market will only grow to 80 million units in 2017.
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Figure 7: Analysis of global motorcycle market size trend
==> picture [321 x 158] intentionally omitted <==
Source: Industrial Technology Research Institute, IEK(2015/05).
According to Indonesian Motorcycle Industry Association, the data is shown in the following table
Table 3: Indonesia motorcycle sales and export statistics during 2014 and 2020
| Table 3: Indonesia motorcycle sales and export statistics during 2014 and 2020 | Table 3: Indonesia motorcycle sales and export statistics during 2014 and 2020 | Table 3: Indonesia motorcycle sales and export statistics during 2014 and 2020 |
|---|---|---|
| Unit: Volume | ||
| Year | Sales | Exports |
| 2014 | 7,867,195 | 41,746 |
| 2015 | 6,480,155 | 228,229 |
| 2016 | 5,931,285 | 284,065 |
| 2017 | 5,886,103 | 434,691 |
| 2018 | 6,383,108 | 627,421 |
| 2019 | 6,487,460 | 810,433 |
| 2020 | 3,660,616 | 700,392 |
Source: Indonesian Motorcycle Industry Association and AISI website
Indonesia is the third largest motorcycle market in the world. Like other Southeast Asian countries, due to the high population density, the lack of road infrastructure and mass transportation tools, the traffic jam issue in major cities in Indonesia is quite serious. Therefore, motorcycles with convenient driving and low price have become the first choice for people. With the improvement of income level and the increase of personal consumption, the annual sales
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volume exceeded 8 million in 2011. In 2012, due to an increase of motorcycle loan down payments and the impact of stricter financial audit standards of financial institutions, the market was significantly tightened. In addition, the continuous devaluation of the rupiah exchange rate in 2014 led to an increase of production cost of imported parts and components quoted in US dollars, coupled with the reduction of inflation-based fuel subsidies. The consumer market has been in a weak state for many years. However, Indonesia has a population of about 262 million, and is the fourth largest country in the world. With the continuous increase of basic local wages, the number of middle-level consumers has increased, and the consumption power of its domestic market has also been driven. In 2018, the sales volume returned to more than 6 million vehicles.
C. Machine tool equipment
Due to the continued recession in the overall economic growth rate of China and the reduced demand in most emerging markets, it is estimated that the output value of machine tool in China will shrink further in 2016, with a total output value of US$ 20.2 billion, 8.5% lower than that in 2015.
Figure 8: Analysis of machine tool market trend in China during 2014 and 2018
==> picture [343 x 173] intentionally omitted <==
Source: Gardner Research(2016/04) sorted by Industrial Technology Research Institute, IEK (2016/05).
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However, in the future, the following factors will be conducive to the transformation of machine tool manufacturers in China:
-
The continued development of large commercial aircraft and general aviation markets in the Chinese will bring new demand to the aerospace machine tool market. China will continue to develop high-end rail transport equipment, and actively enter the international market, will form another large-scale high-end machine tool market. Furthermore, Chinese government actively encourages manufacturers to carry out high-end machine tool localization. Driven by the conducive market demand, it will be able to encourage Chinese machine tool manufacturers to continue to carry out the research and development of high-end machine.
-
The Chinese is actively promoting the application of intelligent manufacturing and forming a complementary and cooperative situation with German industry 4.0 in terms of market and technology. Although it is not obvious that the intelligent machine tool are needed in China market, facing the shortage of workers caused by the lowest fertility issue and the need to strengthen the country's overall competitiveness through the transformation of manufacturing industry, many machine tool manufacturers in China have invested in the research and development of intelligent tool and increased the proportion of manufacturing service revenue.
-
Many enterprises in China have accumulated many old machine tool equipment for the last 30 years. The enterprise has gradually emerged the trend of machine tool refitting and remanufacturing for improving production efficiency, processing quality and reduce energy consumption, and it also brought new business opportunities for machine tool manufacturers in China.
4. Competitive niche
- (1) Relationship with customers
The Group maintains long-term and good partnership with major customers and provides advice and demand for market intelligence and product development to jointly expand the market. Through the past many years of hard work, it has become an important supplier of international
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large factories. In the international automobile manufacturers’ supply chain system, the main supplier is not easy to be changed and replaced because international automobile manufacturers’ procurement and certification system is complicated and strict, plus a long time to prepare, and what they care is its high quality, stable supply and R&D efficiency. As the cost price is not the most important factor, what international automobile manufacturers care about the potential risk and cost is due to changing the suppliers too often, which causes intangible loss and time cost.
- (2) Continuous investment in research and development and technology upgrading
The Group has put lots of effort on the investment of research and development. Recently, so as to shorten the development process, show the determination and efforts in product development speed, technology improvement and cost control the personnel and equipment investment are growing.
- (3) Competitive price:
For the sake of gradually achieving the market demand of cost reduction, the Group should adopt the international procurement layout, in response to rising costs and carry out precise production management to drive the management improvement by technology improvement.
- (4) International Organization for Standardization:
It has obtained ISO9002, QS9000 and ISO/TS16949 certification of international quality, and the quality management system is in line with international standards. To meet the strict requirements on the quality of suppliers, major international automobile manufacturers have developed QS 9000, the certification system of quality. Only when the supplier meets the certification qualification will it be the qualified supplier. In accordance with the increasingly strict requirements and specifications of international plants, the Group has passed the ISO/TS16949 quality certification, and ensures that the Group has met the basic requirements of international plants Therefore, through this certification, it not only can improve the Group's product image, but also contribute to increase international competitiveness.
- (5) Precision testing instrument
The Group’s detecting instruments is a testing equipment that has been equipped with international standards. The product yield is nearly 100%.
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- (6) Professional technical ability and stable quality:
Since the Group established, it has been continuously inventing and developing. It builds up its own professional and technical capabilities, has the ability to customize products to meet customers’ special needs and enhance customers' competitiveness. The products with stable quality are also recognized by customers.
- Positive/negative factors of long-term development, and the countermeasures thereof:
Positive factors
- (1) China market that flourishes has brought the market opportunity
Although China has become the country that has the highest sale volume of cars around the world, its car ownership per thousand is still low, which is less than half the global average and less than a tenth of that in developed countries. With the continuous economic development in China, the automobile market in China is still in a stage of high demand. This huge business opportunity will attract manufacturers in automotive industry to invest in China, which will help automobile component manufacturers to compete in the China market.
- (2) Due to having been dedicating product technology and market for many years, it has cultivated stable cooperation mode with customers.
Since the Group has been working with Faurecia group, it has become one of its main qualified suppliers. Participating in research and development and design which is based on technical cooperation has raised the Group’s adding value. It can be seen that after years of mutual trust and cooperation and repeated certification, the quality and price of the Group's products have been recognized.
- (3) Component plants in Europe, America and Japanese are eager to establish regional production bases:
As the rise in the Asia-pacific area market, the international automobile manufacturers have been into Asia and south east Asia region. Considering the cost and nearby customer service, component plants in Europe, America and Japanese are eager to establish regional production bases. With the Group’s excellent manufacturing management and quality management ability, it can enter the supply chain of international automobile manufacturing market.
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Negative factors
- (1) International raw material prices fluctuate greatly, which makes raw material inventory management and cost control more challenging. The main raw material of the group is steel. With the continuous growth of turnover, the use of raw material has increased significantly. Moreover, the Group has not signed long-term purchase contracts with suppliers, and the huge fluctuation of raw material prices makes it difficult to grasp the cost and delivery date.
Countermeasures:
Through direct interaction with customers, the Group understands the customers’ needs, timely adjusts and arranges production resources, actively allocates and improves self-production and capacity, produces products in line with customer needs, and increases the competitiveness of products by providing high-quality products, reasonable prices and quality services. The Group also keeps abreast of the price fluctuations in the raw material market and purchases the most beneficial raw materials at the appropriate time. In addition, it also reduces production costs by means of economies of scale and improved manufacturing process to maintain profitability.
- (2) Wages are rising in China and Indonesia, which raise production costs Countermeasures:
The Group not only improving production process to reduce the waste of raw materials in production and shorten labor hours, so that it can improve the production efficiency and reduce the cost simultaneously. The Group has also gradually increased the ratio of automated production and introduced automatic production machinery to replace part of the labor to stabilize product quality and reduce labor costs.
-
(II) Major Use and Production Procedures of Main Products
-
Major Use of Main Products
The Group mainly provides customers different type of precision processing of metal materials and professional manufacture of automotive and motorcycle components. Automobile components are mainly used in automobile door lock system, seat system, brake system, exhaust system, clutch and other related automobile safety systems. Motorcycle components are
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mainly used in motorcycle starter gear, brake system and clutch and other related motorcycle safety systems.
- Production Procedures:
==> picture [454 x 107] intentionally omitted <==
(III) Supply Status of Main Materials
| Major Raw Materials | Source of Supply | SupplySituation |
|---|---|---|
| Carbon steel | Suzhou Baogang, Shanghai Baomeng, Brycote Corporation (the agent of products for China Steel Corporation), Hyundai |
Fine |
| Stainless Steel | Jiangsu Daming,Wuxi Puxin | Fine |
| Stainless Iron | Jiangsu Daming | Fine |
-
(IV) Major Suppliers and Customers in the last two years:
-
A list of major suppliers accounting for 10% or more of the Company’s order volume in either of the two most recent fiscal years and 2021Q1, and the explanation of the reasons for increase or decrease:
Units: NT$ thousands
| 2019 | 2019 | 2020 | 2020 | 2021Q1 | 2021Q1 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Company | Amount | Ratio to annual net purchase (%) |
Relation with the issuer |
Company | Amount | Ratio to annual net purchase (%) |
Relation with the issuer |
Company | Amount | Ratio to annual net purchase (%) |
Relation with the issuer |
| Jiangsu Daming |
119,699 | 11.75 | None | Jiangsu Daming |
80,240 | 11.49 | None | Jiangsu Daming |
25,819 | 13.90 | None |
| Wuxi Puxin |
78,429 | 7.70 | None | Wuxi Puxin |
78,094 | 11.18 | None | Wuxi Puxin |
17,981 | 9.68 | None |
| Others | 820,793 | 80.55 | None | Others | 539,946 | 77.33 | None | Others | 142,003 | 76.42 | None |
| Total | 1,018,921 | 100.00 | − | Total | 698,280 | 100.00 | − | Total | 185,803 | 100.00 | − |
The reason for increase or decrease: The main reason that the change of purchase amount for the abovementioned suppliers is based on the change of product demand of the suppliers. The change is reasonable.
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- A list of any clients accounting for 10% or more of the Company's total sales amount in either of the two most recent fiscal years and 2021Q1, and the explanation of the reasons for increase or decrease:
Units: NT$ thousands
| 2019 | 2019 | 2020 | 2020 | 2021Q1 | 2021Q1 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Company | Amount | Ratio to annual net revenue (%) |
Relation with the issuer |
Company | Amount | Ratio to annual net revenue (%) |
Relation with the issuer |
Company | Amount | Ratio to annual net revenue (%) |
Relation with the issuer |
| Faurecia | 635,935 | 35.42 | None | Faurecia | 419,360 | 35.49 | None | Faurecia | 125,882 | 38.72 | None |
| Customer A |
203,043 | 11.31 | None | Bentler | 161,285 | 13.65 | None | Customer A |
38,936 | 11.98 | None |
| Bentler | 112,486 | 6.26 | None | Customer A |
109,785 | 9.29 | None | Bentler | 27,043 | 8.32 | None |
| Others | 844,101 | 47.01 | None | Others | 652,466 | 55.22 | None | Others | 160,286 | 40.98 | None |
| Total | 1,795,565 | 100.00 | − | Total | 1,181,611 | 100.00 | − | Total | 325,104 | 100.00 | − |
The reason for increase or decrease: The main reason that the change of sales amount for the abovementioned customer is based on the change of business demand of the customers. The change is reasonable.
(V) Production in the last two years
Unit: Units, Set, NT$ thousands
| Year / Production Major Products |
2019 | 2020 | ||||
|---|---|---|---|---|---|---|
Capacity (Note) |
Quantity | Amount | Capacity (Note) |
Quantity | Amount | |
| Pressproduction line machine | 30 | 18 | 146,771 | 30 | 5 | 108,780 |
| Automobile components | 135,000,000 | 101,140,103 | 1,159,829 | 135,000,000 | 71,633,552 | 816,844 |
| Motorcycle components | 15,000,000 | 13,122,913 | 74,029 | 15,000,000 | 9,883,496 | 55,755 |
| Revenue fromprocessing | 16,000,000 | 9,921,501 | 14,437 | 16,000,000 | 6,400,518 | 9,566 |
| Total | 166,000,030 | 124,184,535 | 1,395,066 | 166,000,030 | 87,917,570 | 990,945 |
Note: Capacity refers to the quantity that the company can produce with existing manufacturing equipment
under normal operation after measuring the factors such as halt in production and holiday.
(VI) Sales value for the last two years
Unit: Units, Set, NT$ thousands
| Unit: Units, Set, NT$ thousands | Unit: Units, Set, NT$ thousands | |||
|---|---|---|---|---|
| Year/ Sales & Sales value Major Products |
2019 |
2020 | ||
| Sales | Sales value | Sales | Sales value | |
| Press production line equipment and maintenance service |
23 | 165,713 | 1 | 35,884 |
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| Year/ Sales & Sales value Major Products |
2019 | 2019 | 2020 | 2020 |
|---|---|---|---|---|
| Sales | Sales value | Sales | Sales value | |
| Automobile components | 99,655,992 | 1,533,391 | 72,778,140 | 1,079,044 |
| Motorcycle components | 12,992,808 | 80,328 | 9,878,293 | 41,851 |
| Revenue fromprocessing | 9,921,501 | 15,532 | 6,400,518 | 9,566 |
| Medical instruments | 196 | 601 | 100 | 15,266 |
| Total | 122,570,520 | 1,795,565 | 89,057,052 | 1,181,611 |
III. In the last two years and the number of employees up to the printing date of this annual report
Unit: person
| Year | 2019 | 2020 | Up to the printing date of this annual report in 2021 |
|
|---|---|---|---|---|
| Staffs | Managers | 40 | 34 | 34 |
| Administration Assistants |
292 | 229 | 217 | |
| Technicians | 635 | 507 | 544 | |
| Total | 967 | 770 | 795 | |
| Average age | 31.16 | 36.15 | 36.46 | |
| Averageyears of service | 3.86 | 6.52 | 6.71 | |
| Academy Ratio |
Doctor | 1 | 3 | 3 |
| Master | 10 | 15 | 14 | |
| Bachelor’s Degree | 134 | 100 | 102 | |
| Below Senior High School |
822 | 652 | 676 |
IV. DISBURSEMENTS FOR ENVIRONMENTAL PROTECTION
- (I) According to laws and regulations if it is required to apply for a permit for installing anti-pollution facilities, or permit of pollution drainage, or to pay anti-pollution fees, or to organize and set up an exclusively responsible unit/office for environmental issues, the description of the status of such applications, payment or establishment shall be made:
The Group’s China plant (Wuxi Jingxin) has obtained the drainage license certificate (certificate no.: 2019-317 ) in September 2019, which allows the local urban drainage facilities to drain water within the scope of application.
~90~
-
(II) Setting forth the company's investment on the major anti-pollution facilities, the use purpose of such facilities and the possible effects to be produced: None
-
(III) Describing the process undertaken by the company on environmental pollution improvement for the last two years and up to the printing date of this annual report. If there had been any pollution dispute, its handling process shall also be described: There are no pollution dispute happened for the last two years and up to the printing date of this annual report.
-
(IV) Explain the losses suffered by the company in the most recent fiscal year and up to the annual report publication date due to environmental pollution incidents (including any compensation paid and any violations of environmental protection laws or regulations found in environmental inspection, specifying the disposition dates, disposition reference numbers, the articles of law violated, and the content of the dispositions), and disclosing an estimate of possible expenses that could be incurred currently and in the future and measures being or to be taken. If a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided: None.
-
(V) Explaining the current condition of pollution and the impact of its improvement to the profits, competitive position and capital expenditures of the company, as well as the projected major environment-related capital expenses to be made for the coming two years: The Group has obtained legal and complete environment operation licenses in the last two years and up to the printing date of this annual report. Each environmental protection work has been carried out effectively and there is no major environmental pollution.
V. LABOR RELATIONS
-
(I) List of employee benefits, in-service training, internal training, retirement system and implementation status, as well as employer-employee agreements, and protection measures for employees’ right:
-
Employee benefits
-
The Group has always valued the employee benefits. Apart from
-
establishing employee outings, marriage, funeral and other events, the Group also hold group insurance for employees and annual meetup, provide lunch and other events. In the meantime, the Group distributes compensation for employees on the basis of percentage regulated in the Article of Incorporation. Employee benefits and employees’ right are fully considered.
-
~91~
- The status of in-service training and internal training
For the quality of human resources, in addition to the strict appointment conditions, during the appointment period, the personnel department will formulate an annual education and training plan, including internal training and external courses, according to the needs of the employees' position and expertise, so as to improve the employees' themselves learning ability.
- Retirement system and execution
The Group’s retirement plans are governed by the relevant local related retirement system and regulations in each major operation location.
- Employer-employee agreements, and protection measures for employees’ right: The Group has always valued the employees’ right and the voice of
employees. To maintain the good relations, the employees can communicate with personnel management department or proper senior managers through open communicate. So far, no major labor disputes have happened.
- (II) Explain the losses suffered by the company in the most recent fiscal years and up to the annual report publication date due to labor disputes (including any violations of the Labor Standards Act found in labor inspection, specifying the disposition dates, disposition reference numbers, the articles of law violated, the substance of the legal violations, and the content of the dispositions), and disclosing an estimate of possible expenses that could be incurred currently and in the future and measures being or to be taken. If a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided:
The Group has always valued the labor-management relation. There have been no losses resulting from labor disputes in the last two years and up to the printing date of this annual report.
~92~
VI. IMPORTANT CONTRACTS
| Type of Contract |
Counter Party | Contract Period |
Highlights of Provisions | Covenant |
|---|---|---|---|---|
| Lease Agreement |
Lessor: RBC Investor Lessee: Patec SG |
2019.04 ~ 2022.03 |
Rent the office located at 03748P, Singapore(8,601 ft2) |
None |
| Lease Agreement |
Lessor: WuXi Foretell Technology Co., Ltd. Lessee: WuXi Jingxin and WuXi Patec |
2009.08 ~ 2024.07 |
Rent the land, building and equipment located at stage 5, shuofang industrial park, new district,Wuxi city |
None |
| Lease Agreement |
Lessor: WuXi Foretell Technology Co., Ltd. Lessee: WuXi Jingxin and WuXi Patec |
2017.01 ~ 2024.12 |
Rent the land, building and equipment located at stage 5, shuofang industrial park, new district,Wuxi city |
None |
| Lease Agreement |
Lessor: Realys Ingatlan Kft Lessee: Patec Kft |
2018.04 ~ 2038.04 |
Rent land and building which the property registered land serial no. is 12995/4(5,225 m2) |
None |
| General Agreement for Omnibus Credit Lines |
Lender: HSBC Borrower: Patec SG Guarantor: Patec Precision |
2020.11.25~ 2025.11.25 |
1. Total credit amount: SGD 2 million 2. Collateral conditions: The Company has signed the guarantee that the maximum amount is SGD 2 million and bear jointly and severally responsibility for guarantee. |
None |
| General Agreement for Omnibus Credit Lines |
Lender: Resona Bank Borrower: Patec Precision Guarantor: Patec Precision |
2020.11.25~ 2025.11.24 |
1. Total credit amount: SGD 3 million 2. Collateral conditions: The Company has signed the guarantee that the maximum amount is SGD 3 million and bear jointly and severally responsibility for guarantee. |
None |
| General Agreement for Omnibus Credit Lines |
Lender: Budapest Borrower: Patec Kft |
2020.11.19~ 2026.11.18 |
Total credit amount: EUR 0.5 million |
None |
~93~
Six. AN OVERVIEW OF THE COMPANY’S FINANCIAL STATUS
I. Condensed financial information for the Last 5 Years
-
(I) Condensed Balance Sheets and Income Statements
-
Condensed Balance Sheets – Based on IFRS
Units: NT$ thousands
| Year Item |
Year Item |
Financial | Summaryfor The Last Five Years | Summaryfor The Last Five Years | Summaryfor The Last Five Years | ||
|---|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | As of March 31 |
||
| Current assets | 1,674,195 | 1,843,395 | 1,744,794 | 1,716,011 | 1,693,943 | 1,626,618 | |
| Property, Plant and Equipment |
376,658 | 330,902 |
311,078 |
249,421 |
266,663 |
269,251 |
|
| Right-of-use assets | - | - |
- |
305,338 |
260,831 |
271,301 |
|
| Intangible assets | 5,148 | 4,937 |
5,033 |
4,961 |
4,701 |
4,729 |
|
| Other assets | 101,580 | 92,844 |
93,477 |
41,555 |
37,724 |
39,865 |
|
| Total assets | 2,157,581 | 2,272,078 | 2,154,382 | 2,317,286 | 2,263,862 | 2,211,764 | |
| Current liabilities |
Before distribution |
503,477 | 967,101 |
781,755 |
721,683 |
591,238 |
600,204 |
| After distribution |
578,552 | 995,773 |
810,427 |
724,373 |
608,086 |
617,052 |
|
| Non-current liabilities | 252,671 | 44,227 |
22,374 |
266,796 |
373,861 |
371,365 |
|
| Total liabilities |
Before distribution |
756,148 | 1,011,328 | 804,129 |
988,479 |
965,099 |
971,569 |
| After distribution |
831,223 | 1,040,000 | 808,274 |
991,169 |
981,947 |
988,417 |
|
| Equity Attributable to Shareholders of the Parent |
1,164,633 | 1,090,086 | 1,161,597 | 1,143,092 | 1,137,064 | 1,157,043 | |
| Capital stock | 375,127 | 383,072 |
410,964 |
448,268 |
457,597 |
457,597 |
|
| Capital surplus | 377,185 | 392,635 |
372,244 |
372,244 |
342,507 |
358,335 |
|
| Retained Earnings |
Before distribution |
414,780 | 409,884 |
493,192 |
492,743 |
500,030 |
488,616 |
| After distribution |
337,245 | 352,540 |
451,743 |
474,364 |
483,182 |
471,768 |
|
| Others equity | (2,459) | (59,408) | (81,706) | (134,066) | (163,070) | (147,505) | |
| Treasurystock | - | (36,097) |
(36,097) | (36,097) | - | - |
|
| Non-controllinginterest | 236,800 | 170,664 |
188,656 |
185,715 |
161,699 |
83,152 |
|
| Total equity | Before distribution |
1,401,433 | 1,260,750 | 1,350,253 | 1,328,807 | 1,298,763 | 1,240,195 |
~94~
| Item | Year | Financial | Summaryfor The Last Five Years | Summaryfor The Last Five Years | Summaryfor The Last Five Years | ||
|---|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | As of March 31 |
||
| After distribution |
1,326,357 | 1,232.078 | 1,346,108 | 1,326,117 | 1,281,915 | 1,223,347 |
Source: The annual financial report that has been audited or reviewed by CPAs is based on IFRS.
2. Condensed Statement of Comprehensive Income– Based on IFRS
Units: NT$ thousands
| Year Item |
Financial | Summaryfor The Last Five Years | Summaryfor The Last Five Years | Summaryfor The Last Five Years | ||
|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | As of March 31 |
|
| OperatingRevenue | 2,009,440 | 2,073,289 | 2,191,727 | 1,795,565 | 1,181,611 | 325,104 |
| Operatingmargin | 584,272 | 612,108 |
608,758 |
437,621 |
293,338 |
81,762 |
| Operating profit | 256,750 | 231,879 |
219,384 |
113,020 |
54,481 |
9,887 |
| Non-operating income and expenses |
(21,824) | (2,133) |
4,201 |
(1,148) |
(1,370) |
124 |
| Profit before income tax | 234,926 | 229,746 |
223,585 |
111,872 |
53,111 |
10,011 |
| Net profit from continuing operations |
234,926 | 229,746 |
223,585 |
111,872 |
53,111 |
10,011 |
| Net loss from discontinued operations |
− | − |
− |
− |
− |
− |
| Netprofit(loss)for theyear | 162,835 | 159,915 |
164,086 |
52,296 |
27,288 |
3,555 |
| Other comprehensive income(income after tax) |
(72,493) | (60,139) |
(25,312) |
(57,404) |
(46,933) |
19,628 |
| Total comprehensive income for theyear |
90,342 | 99,776 |
138,774 |
(5,108) |
(19,645) |
23,183 |
| Net income attributable to Shareholders of theparent |
114,931 | 130,247 |
144,341 |
38,797 |
31,528 |
5,434 |
| Net income attributable to non-controllinginterests |
47,904 | 29,668 |
19,745 |
13,499 |
(4,240) |
(1,879) |
| Total comprehensive income attributable to owners of the parent |
45,532 |
74,179 |
121,490 |
(14,360) |
(3,338) |
20,999 |
| Total comprehensive income attributable to non-controllinginterest |
44,810 | 25,597 |
17,284 |
9,252 |
(16,307) |
2,184 |
| Earningsper share | 3.08 | 3.21 |
3.27 |
0.85 |
0.69 |
0.12 |
Source: The annual financial report that has been audited or reviewed by CPAs is based on IFRS.
~95~
(II) The name of the CPAs and their auditor’s opinions for the most recent five years:
| Year | CPA | Name of CPA | Audit Opinion | Remarks |
|---|---|---|---|---|
| 2016 | Pey-Ling Du Eileen Liang |
PwC Taiwan | Unqualified opinion | − |
| 2017 | Pey-Ling Du Eileen Liang |
PwC Taiwan | Unqualified opinion | − |
| 2018 | Chin-Chang Chen Yi-Fan Lin |
PwC Taiwan | Unqualified opinion | − |
| 2019 | Chin-Chang Chen Yi-Fan Lin |
PwC Taiwan | Unqualified opinion | − |
| 2020 | Chin-Chang Chen Yi-Fan Lin |
PwC Taiwan | Unqualified opinion | − |
II. FINANCIAL ANALYSIS FOR THE PAST 5 FISCAL YEARS
(I) Financial Ratio Analysis – Based on IFRS
Units: NT$ thousand
| Year Item |
FINANCIAL ANALYSIS FOR THE PAST | FINANCIAL ANALYSIS FOR THE PAST | FINANCIAL ANALYSIS FOR THE PAST | FINANCIAL ANALYSIS FOR THE PAST | 5 FISCAL YEARS | 5 FISCAL YEARS | |
|---|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | As of March 31 |
||
| Financial structure (%) |
Debt Ratio | 35.05 | 44.51 | 37.33 | 42.66 | 42.63 | 43.93 |
| Ratio of long-term capital to property, plant and equipment |
435.67 | 382.88 | 435.80 | 624.74 | 599.41 | 573.65 | |
| Solvency (%) | Current ratio | 332.51 | 190.61 | 223.19 | 237.78 | 286.51 | 271.01 |
| Quick ratio | 247.10 | 135.91 | 145.67 | 168.11 | 222.29 | 205.44 | |
| Interest coverage ratio | 23.07 | 21.99 | 18.66 | 9.88 | 7.07 | 4.98 | |
| Operating performance |
Accounts receivable turnover(times) |
3.30 | 3.08 | 3.12 | 2.84 | 2.51 | 3.23 |
| Average collection days | 110.61 | 118.51 | 116.99 | 128.52 | 145.42 | 113.00 | |
| Inventory Turnover (Times) |
4.00 | 3.24 | 3.05 | 2.67 | 2.12 | 2.68 | |
| Accounts payable turnover(times) |
6.67 | 5.45 | 6.26 | 6.81 | 5.52 | 6.95 | |
| Average days in sales | 91.25 | 112.65 | 119.67 | 136.70 | 172.17 | 136.19 | |
| Property, plant and equipment turnover (times) |
5.34 | 5.86 | 6.83 | 6.41 | 4.58 | 4.85 | |
| Total assets turnover (times) |
1.01 | 0.94 | 0.99 | 0.80 | 0.52 | 0.58 | |
| Profitability | Return on Total Assets (%) |
8.56 | 7.58 | 7.83 | 2.74 | 1.47 | 0.96 |
| Return on stockholders' equity (%) |
11.98 | 12.01 | 12.57 | 3.90 | 2.08 | 1.12 | |
| Pre-tax income to paid-in capital(%) |
62.63 | 59.97 | 54.41 | 24.96 | 11.61 | 8.75 | |
| Net Margin(%) | 8.10 | 7.71 | 7.49 | 2.91 | 2.31 | 1.09 |
~96~
| Year Item |
FINANCIAL ANALYSIS FOR THE PAST 5 FISCAL YEARS | FINANCIAL ANALYSIS FOR THE PAST 5 FISCAL YEARS | FINANCIAL ANALYSIS FOR THE PAST 5 FISCAL YEARS | FINANCIAL ANALYSIS FOR THE PAST 5 FISCAL YEARS | FINANCIAL ANALYSIS FOR THE PAST 5 FISCAL YEARS | FINANCIAL ANALYSIS FOR THE PAST 5 FISCAL YEARS | |
|---|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | As of March 31 |
||
| Earningsper share(NT$) | 3.08 | 3.45 | 3.57 | 0.88 | 0.69 | 0.12 | |
| Cash Flow | Cash flow ratio(%) | 23.21 | 12.39 | 4.33 | 55.61 | 34.67 | 25.82 |
| Cash flow adequacy ratio (%) |
84.11 | 63.18 | 63.01 | 182.16 | 282.18 | 442.58 | |
| Cash reinvestment ratio (%) |
2.04 | 6.96 | 0.28 | 22.11 | 10.58 | 7.54 | |
| Leverage | Operatingleverage | 3.68 | 3.60 | 4.48 | 6.65 | 7.10 | 6.22 |
| Financial leverage | 1.04 | 1.05 | 1.06 | 1.13 | 1.19 | 1.34 | |
| Analysis of financial ratio differences for the last two years: (Not required if the difference does not exceed 20%) (1) Current ratio :The increase in current ratio was mainly due to the repayment of part of bankborrowings to reduce current liabilities. (2) Quick ratio :The increase in current ratio was mainly due to the repayment of part of bankborrowings to reduce current liabilities. (3) Interest coverage ratio :Mainly due to the decrease in interest expenses is less than the decreasein profit before income tax. (4) Inventory Turnover :Mainly due to the decline in the overall operation of the current period dueto the impact of Covid-19, the operating costs decreased. (5) Profitability :Mainly due to the decrease in net profit in the current period due to the impact ofCovid-19. (6) Cash flow ratio :Mainly affected by Covid-19, the current period's net profit decreased and theoverall accounts receivable and inventories decreased compared with the previous period, resulting in a decrease in cash inflow from operating activities compared with the previous period. (7) Cash flow adequacy ratio :Mainly due to the net cash inflow from operating activities has beengood in recent years, which is sufficient to pay dividends and capital expenditures, resulting in an increase in the cash flow adequacyratio. |
Source: The annual financial report that has been audited or reviewed by CPAs is based on IFRS.
Note 1: No information on the net cash flow of operating activities for the latest five years is available for calculation.
Note 2: The computation formula of financial analysis
-
Financial structure
-
(1) Debt Ratio= Total liabilities / Total assets
-
(2) Ratio of long-term capital to property, plant and equipment= (Total equity + Non-current liabilities) / Net property, plant and equipment
-
Solvency
-
(1) Current ratio= Current assets / Current liabilities
-
(2) Quick ratio= (Current assets – Inventory – Prepaid expenses) / Current liabilities
-
(3) Interest coverage ratio= Income before income tax and interest expenses / Current interest expenses
-
Operating performance
-
(1) Accounts receivable (including accounts receivable and notes receivable arising from business operations) turnover= Net sales / Average accounts receivable (including accounts receivable and notes receivable arising from business operations)
-
(2) Average collection days= 365/ Accounts receivable turnover
-
(3) Inventory turnover= Cost of sales / Average inventory
~97~
-
(4) Accounts payable (including accounts payable and notes payable arising from business operations) turnover= Cost of sales / Average accounts payable (including accounts payable and notes payable arising from business operations)
-
(5) Average days in sales= 365/ Inventory turnover
-
(6) Property, plant and equipment turnover= Net Sales / Average net property, plant and equipment
-
(7) Total assets turnover= Net Sales / Average total assets
-
Profitability
-
(1) Return on total asset= (Net income (loss) + Interest expenses x (1 -Tax rate) ) / Average total assets
-
(2) Return on stockholders' equity= Net income (loss) / Average total equity
-
(3) Profit ratio= Net income (loss)/ Net sales
-
(4) Earnings per share= (Net income (loss) attributable to ownerss of the parent – Preferred Shares) / Weighted average number of shares outstanding
-
Cash flow
-
(1) Cash flow ratio= Net cash from operating activities / Current liability
-
(2) Cash flow adequacy ratio = Five-year sum of net cash from operating activities / Five-year sum of capital expenditures, Increase in inventory and Cash dividend)
-
(3) Cash reinvestment ratio= (Net cash from operating activities – Cash dividends) / (Gross property, plant and equipment + Long-term investments + Other asset + Working capital)
-
Leverage:
-
(1) Operating leverage= (Net sales - Variable cost) / Operating income
-
(2) Financial leverage= Operating income / (Operating Income – Interest expenses)
~98~
III. SUPERVISORS’ OR AUDIT COMMITTEE’S REPORT FOR THE MOST RECENT YEAR’S FINANCIAL STATEMENT
Patec Precision Industry Co., Ltd.
Audit Committee’s Audit Report
The Board of Directors has prepared the Company’s 2020 Business Report, Financial Statements, and proposal for allocation of earnings. The CPA firm of PricewaterhouseCoopers was retained to audit PATEC’s Financial Statements and has issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and earnings allocation proposal have been reviewed and determined to be correct and accurate by Audit Committee members of the Company. According to relevant requirements of the Securities and Exchange Act and Company Law, we hereby submit this report.
Patec Precision Industry Co., Ltd.
Chairman of the Audit Committee
Yen Chun-Teck
30th March, 2021
~99~
IV. FINANCIAL STATEMENT FOR THE MOST RECENT FISCAL YEAR
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
To The Board of Directors and Shareholders of PATEC PRECISION INDUSTRY CO., LTD.
Opinion
We have audited the accompanying consolidated balance sheets of Patec Precision Industry Co., Ltd. and its subsidiaries (the “Group”) as at December 31, 2020 and 2019, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audit of the consolidated financial statements as at and for the year ended December 31, 2020 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China; and in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, “Rule No. Financial-Supervisory-Securities-Auditing-1090360805 issued by the Financial Supervisory Commission on February 25, 2020” and generally accepted auditing standards in the Republic of China for our audit of the consolidated financial statements as at and for the year ended December 31, 2019. 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 Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
~100~
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Group’s 2020 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Group’s 2020 consolidated financial statements are stated as follows:
Recognition of overseas warehouse operating revenue
Description
Refer to Notes 4(3) and 6(13) for accounting policy on revenue recognition and details of operating revenue.
The Group’s Mainland China subsidiary, Wuxi Jingxin Precision Machining Co. Ltd. (referred herein as “Wuxi Jingxin”), stored inventories in warehouses which were under the custody of foreign third parties and checked and accepted by custodians in order to meet the requirements of overseas sales customers. The custodians regularly send inventory reports to Wuxi Jingxin to verify the quantities, and Wuxi Jingxin recognises operating revenue based on actual used inventories by customers which are shown in the inventory reports provided by custodians.
As a result of the multi-location of the Company’s warehouses in Europe, which involved manual verification, we considered the recognition of overseas warehouse operating revenue as a key audit matter.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
-
We obtained an understanding and evaluated Wuxi Jingxin’s procedures on overseas warehouse operating revenue, and selected samples to check the accuracy of operating revenue recognition.
-
We obtained the inventory reports as at the balance sheet date, and checked whether the timing of revenue recognition was reasonable.
-
We performed confirmation procedures for significant warehouse locations.
~101~
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 the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, 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.
~102~
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 generally accepted auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
-
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.
-
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.
~103~
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
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.
-
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.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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.
~104~
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.
Chen, Ching Chang[Lin, Yi-Fan ]
For and on behalf of PricewaterhouseCoopers, Taiwan March 30, 2021
The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
~105~
PATEC PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(1)(8) 6(2) 6(3) 6(4) and 8 6(5) and 8 6(17) |
December31,2020 AMOUNT % $740,60033146,0126414,6091813,0701332,2541547,39821,693,94375266,66312260,831114,701-23,689114,0351569,91925$2,263,862 100 |
December31,2019 | December31,2019 |
|---|---|---|---|---|
AMOUNT$740,600146,012414,60913,070332,25447,3981,693,943266,663260,8314,70123,68914,035569,919$2,263,862 |
AMOUNT$472,198218,665520,2212,145436,61966,1631,716,011249,421305,3384,96124,30417,251601,275$2,317,286 |
% | ||
| Current assets 1100 Cash and cash equivalents 1136 Financial assets at amortised cost-current 1170 Accounts receivable, net 1200 Other receivables 130X Inventories 1410 Prepayments 11XX Total current assets Non-current assets 1600 Property, plant and equipment, net 1755 Right-of-use assets 1780 Intangible assets 1840 Deferred tax assets 1990 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
20923-193 |
|||
74 |
||||
1113-11 |
||||
26 |
||||
100 |
(Continued)
~106~
PATEC PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | December31,2020 December31,2019 Notes AMOUNT % AMOUNT % 6(6) $336,06915$405,857186(13) 3,725-8,688-154,4267167,43276(7) 51,775278,41547,231-5,938-22,973123,75416(8) 6,846---8,193131,5991591,23826721,683316(8) 112,1755--6(17) 22,138124,6121187,4718229,436106(9) 52,077312,7481373,86117266,79612965,09943988,479436(10) 457,59720448,268196(11) 342,50715372,244166(12) 134,066681,7064365,96416411,037186(10) (163,070 ) (7) (134,066) (6)-- (36,097) (2)1,137,064501,143,09249161,6997185,71581,298,763571,328,80757$2,263,862 100$2,317,286100 |
|---|---|
| Current liabilities 2100 Short-term borrowings 2130 Contract liabilities-current 2170 Accounts payable 2200 Other payables 2230 Current income tax liabilities 2280 Lease liabilities-current 2320 Long-term liabilities, current portion 2399 Other current liabilities 21XX Total current liabilities Non-current liabilities 2540 Long-term borrowings 2570 Deferred tax liabilities 2580 Lease liabilities-non-current 2670 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity Equity attributable to owners of the parent Share capital 3110 Ordinary share Capital surplus 3200 Capital surplus Retained earnings 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 3500 Treasury stocks 31XX Total equity attributable to owners of the parent 36XX Non-controlling interest 3XXX Total equity 3X2X Total liabilities and equity |
The accompanying notes are an integral part of these consolidated financial statements.
~107~
PATEC PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31,2020 AND 2019
(Expressed in thousands of New Taiwan dollars, except for earnings per share)
| Items | Year ended December 31 2020 2019 Notes AMOUNT % AMOUNT % 6(15) $1,181,611100$1,795,5651006(3)(19) (888,273 ) (75) (1,357,944) (76)293,33825437,621246(19) (45,474 ) (4) (74,501) (4)(157,838 ) (14) (195,155) (11)(35,333 ) (3) (52,964) (3)(212 )- (1,981)-(238,857 ) (21) (324,601) (18)54,4814113,020615,208110,05016(16) 10,88118,668-6(17) (18,711 ) (1) (7,261)-6(18) (8,748 ) (1) (12,605) (1)(1,370 )- (1,148)-53,1114111,87266(20) (25,823 ) (2) (59,576) (3)$27,2882$52,2963( $9,730 ) (1) ($1,519)-6(20) 1,356-380-(38,559 ) (3) (56,265) (3)($46,933 ) (4) ($57,404) (3)($19,645 ) (2) ($5,108)-$31,5282$38,7972($4,240 )-$13,4991($3,338 ) (1) ($14,360) (1)($16,307 ) (1) $9,2521$0.69$0.85$0.69$0.85 |
|---|---|
| 4000 Operating revenue 5000 Operating costs 5900 Gross profit Operating expenses 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Impairment loss determined in accordance with IFRS 9 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year Other comprehensive income (loss) Components of other comprehensive income (loss) that will not be reclassified to profit or loss 8311 Loss on remeasurements of defined benefit plans 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss Components of other comprehensive income (loss) that will be reclassified to profit or loss 8361 Exchange differences on translation of foreign financial statements 8300 Other comprehensive loss for the year 8500 Total comprehensive loss Profit (loss) attributable to: 8610 Owners of parent 8620 Non-controlling interest Comprehensive (loss) income attributable to: 8710 Owners of parent 8720 Non-controlling interest Earnings per share (in dollars) 9750 Basic earnings per share 9850 Diluted earnings per share |
The accompanying notes are an integral part of these consolidated financial statements.
~108~
PATEC PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (Expressed in thousands of New Taiwan dollars)
2019Balance at January 1, 2019Profit for the yearOther comprehensive loss for the yearTotal comprehensive income (loss)Appropriations of 2018 earnings:Special reserveCash dividendsStock dividendsChanges in non-controlling interest-cash dividendsRedemption of convertible bondsBalance at December 31, 20192020Balance at January 1, 2020Profit for the yearOther comprehensive loss for the yearTotal comprehensive income (loss)Appropriations of 2019 earnings:Special reserveCash dividendsStock dividendsChanges in non-controlling interest-cash dividendsTreasury stock retiredBalance at December 31, 2020 |
Notes |
Equity attributable |
Equity attributable |
to owners of th |
e |
parent |
Total |
Non-controlling interest |
Total |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Ordinary share$410,964-----37,304--$448,268$448,268-----15,689-(6,360)$457,597 |
Capital |
R |
eserves |
Stock warrants |
Retain |
e |
d EarningsUnappropriatedretained earnings |
Exchangedifference ontranslation offinancialstatements |
Treasury shares |
||||||
Additionalpaid-in capital |
Changes inownershipinterests insubsidiaries |
Employee stockwarrants |
Special reserve |
||||||||||||
6(12)6(14) |
$363,699--------$363,699$363,699-------(29,737)$333,962 |
$208--------$208$208--------$208 |
$8,337-------(8,337)$-$---------$- |
$--------8,337$8,337$8,337--------$8,337 |
$59,408---22,298----$81,706$81,706---52,360----$134,066 |
$436,78438,797(797)38,000(22,298)(4,145)(37,304)--$411,037$411,03731,528(5,862)25,666(52,360)(2,690)(15,689)--$365,964 |
($81,706 )-(52,360 )(52,360 )-----($134,066 )($134,066 )-(29,004 )(29,004 )-----($163,070 ) |
($36,097 )--------($36,097 )($36,097 )-------36,097$- |
$ 1,161,59738,797(53,157)(14,360)-(4,145)---$ 1,143,092$ 1,143,09231,528(34,866)(3,338)-(2,690)---$ 1,137,064 |
$188,65613,499(4,247 )9,252---(12,193 )-$185,715$185,715(4,240 )(12,067 )(16,307 )---(7,709 )-$161,699 |
$ 1,350,25352,296(57,404 )(5,108 )-(4,145 )-(12,193 )-$ 1,328,807$ 1,328,80727,288(46,933 )(19,645 )-(2,690 )-(7,709 )-$ 1,298,763 |
The accompanying notes are an integral part of these consolidated financial statements.
~109~
PATEC PRECISION INDUSTRY CO., LTD. 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 ACTIVITIESProfit before taxAdjustmentsAdjustments to reconcile profit (loss)Expected credit loss / Provision for baddebtsLoss (gain) on disposal of property, plantand equipmentInterest incomeDepreciationGain on disposal of subsidiariesDepreciation on right-of-use assetsInterest expenseChanges in operating assets and liabilitiesChanges in operating assetsAccounts receivableOther receivablesInventoriesPrepaymentsChanges in operating liabilitiesContract liabilitiesAccounts payableOther payablesOther current liabilitiesOther non-current liabilitiesCash inflow generated from operationsInterest receivedInterest paidIncome tax paidNet cash flows from operatingactivitiesCASH FLOWS FROM INVESTING ACTIVITIESDecrease (increase) in financial assets atamortised cost-currentAcquisition of property, plant and equipmentProceeds from disposal of property, plant andequipmentDecrease in other non-current assetsProceeds from disposal of subsidiariesNet cash flows from (used in)investing activities |
Notes20202019$53,111$111,87212(2)2121,9816(14)294(592 )(15,208 ) (10,050 )6(4)50,65457,4326(14)(467 )-6(5)27,61230,5156(15)8,74812,60593,039216,490(11,550 )25,31024,700105,43618,765(2,237 )(4,963 ) (50,500 )(13,006 ) (63,827 )(25,037 )3,790(23,406 ) (1,107 )39,3295,489222,827442,60715,20810,050(8,748 ) (8,811 )(24,294 ) (42,534 )204,993401,31272,653(166,671 )(7,907 ) (27,558 )3,2235,7103,2163,90812,948-84,133(184,611 ) |
|---|---|
(Continued)
~110~
PATEC PRECISION INDUSTRY CO., LTD. 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 FINANCING ACTIVITIESIncrease in short-term borrowingsDecrease in short-term borrowingsRepayment of convertible bondsPayment of lease liabilityProceeds from long-term borrowingsCash dividends paidCash dividends paid to non-controllonginterestPayments for acquisition of equity ofnon-controlling interestNet cash flows used in financingactivitiesEffect of exchange rate changes on cash andcash equivalentsNet increase in cash and cash equivalentsCash and cash equivalents at beginning of yearCash and cash equivalents at end of year |
Notes202020196(20)$685,464$418,3846(20)(759,287 ) (219,738 )-(171,900 )6(20)(28,958 ) (48,982 )118,933-(1,597 ) (4,121 )-(12,193 )(17,201 )-(2,646 ) (38,550 )(18,078 ) (26,542 )268,402151,6096(1)472,198320,5896(1)$740,600$472,198 |
|---|---|
The accompanying notes are an integral part of these consolidated financial statements.
~111~
PATEC PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
1. HISTORY AND ORGANIZATION
Patec Precision Industry Co., Ltd. (the “Company”) was incorporated in the Cayman Islands on June 29, 2011. Starting from June 3, 2015, the Company’s stocks were officially listed on the Taiwan Stock Exchange. The Company and its subsidiaries (collectively referred herein as the “Group”) are primarily engaged in investment holdings, production and sale of press machines and parts for automobiles and motorcycles.
- THE DATE OF AUTHORISATION FOR ISSUANCE OF THE CONSOLIDATED FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORISATION
These consolidated financial statements were authorised for issuance by the Board of Directors on March 30, 2021.
3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS
(1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS”) as endorsed by the Financial Supervisory Commission (“FSC”)
New standards, interpretations and amendments endorsed by the FSC effective from 2020 are as follows:
==> picture [441 x 48] intentionally omitted <==
----- Start of picture text -----
International
Accounting
New Standards, Interpretations and Amendments Standards Board
----- End of picture text -----
| New standards, interpretations and amendments endorsed by the FSC are as follows: New Standards,Interpretations andAmendments |
effective from 2020 International Accounting Standards Board |
|---|---|
| Amendments to IAS 1 and IAS 8, ‘Disclosure initiative-definition of | January 1, 2020 |
| material’ | |
| Amendments to IFRS 3, ‘Definition of a business’ | January 1, 2020 |
| Amendments to IFRS 9, IAS 39 and IFRS 7, 'Interest rate benchmark | January 1, 2020 |
| reform’ | |
| Amendment to IFRS 16, ‘Covid-19-related rent concessions’ | January 1, 2020 |
| Note: Earlier application from January 1, 2020 is allowed by the |
The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
(2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by the Company
New standards, interpretations and amendments endorsed by the FSC effective from 2021 are as follows:
~112~
| New Standards,Interpretations andAmendments | Effective date by International Accounting StandardsBoard |
|---|---|
| Amendments to IFRS 4, ‘Extension of the temporary exemption from applying IFRS 9’ Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16, 'Interest Rate Benchmark Reform— Phase 2’ |
January 1, 2021 January 1, 2021 |
The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
(3) IFRSs issued by IASB but not yet endorsed by the FSC
New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:
| IFRSs issued by IASB but not yet endorsed by the FSC New standards, interpretations and amendments issued by IASB but not IFRSs as endorsed by the FSC are as follows: |
yet included in the |
|---|---|
| New Standards,Interpretations andAmendments | International Accounting StandardsBoard |
| Amendments to IFRS 3, ‘Reference to the conceptual framework’ 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’ Amendments to IFRS 17, 'Insurance contracts' Amendments to IAS 1, ‘Classification of liabilities as current or non- current’ Amendments to IAS 1, ‘Disclosure of accounting policies’ Amendments to IAS 8, ‘Definition of accounting estimates’ Amendments to IAS 16, ‘Property, plant and equipment: proceeds before intended use’ Amendments to IAS 37, ‘Onerous contracts—cost of fulfilling a contract’ Annual improvements to IFRS Standards 2018–2020 |
January 1, 2022 To be determined by International Accounting Standards January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2022 January 1, 2022 January 1, 2022 |
The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
(4) Compliance statement
The consolidated financial statements of the Group have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, International Financial Reporting Standards, International Accounting Standards, IFRIC
~113~
Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”).
(5) Basis of preparation
-
A. Except for defined benefit liabilities recognised based on the net amount of pension fund assets less present value of defined benefit obligation, the consolidated financial statements have been prepared under the historical cost convention.
-
B. The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.
(6) Basis of consolidation
-
A. Basis for preparation of consolidated financial statements:
-
(a) All subsidiaries are included in the Group’s consolidated financial statements. Subsidiaries are all entities (including structured entities) controlled by the Group. The Group controls an entity when the Group is exposed, 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. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.
-
(b) Inter-company transactions, balances and unrealised gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
-
(c) Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed 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.
-
(d) Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity.
~114~
- B. Subsidiaries included in the consolidated financial statements:
~115~
| Name of Name of investor subsidiary The Company PATEC PTE. LTD. (PATEC) PATEC Press Automation Technology Pte Ltd. (PAT) PATEC Wuxi Jingxin Precision Machining Co. Ltd. (Wuxi Jingxin) PATEC Patec Precision Kft (KFT) PATEC Patec Medical Supplies Pte. Ltd. (Patec Medical) PATEC KABAM Pte Ltd (KABAM) PAT PT. PATEC PRESISI ENGINEERING (PT. Patec) Wuxi Jingxin Wuxi Baida Precision Molding Co., Ltd. (Wuxi Baida) Wuxi Jingxin Yancheng Jingxin Precision Machining Co. Ltd. (Yancheng Jingxin) PT. Patec PT. PDF Presisi Engineering (PT. PDF) PT. Patec PT. API Precision (PT. API) |
Main business activities Sale of press machines Production and sale of press machines Production and sale of products for automobiles Production and sale of products for automobiles Medical device and equipment Application sales of manipulators Production and sale of products for automobiles and motorcycles Production and sale of press machines Production and sale of products for automobiles Production and sale of products for automobiles Production and sale of products for automobiles |
December December 31,2020 31,2019 100 100 100 100 93 93 100 100 58 58 100 100 70 70 100 100 0 100 89 89 89 89 Ownership (%) |
Description Note 1 Note 2 |
|---|---|---|---|
| December 31,2020 100 100 93 100 58 100 70 100 0 89 89 |
~116~
-
Note 1: To meet the Group’s operating policies, on April 1, 2019, PATEC invested SGD 0.3 thousand and acquired a 100% equity interest in BIONICXP. Additionally, on May 30, 2019, BIONICXP increased its capital in cash amounting to SGD 100 thousand which was fully subscribed by PATEC. BIONICXP was renamed as KABAM Pte Ltd. on December 16, 2020.
-
Note 2: The subsidiary, Wuxi Jingxin, sold its 100% equity interest in the subsidiary, Yancheng Jingxin, in September 2020 as resolved by the shareholders and entered into a share transfer agreement for RMB 5,530 thousand in the same month. As of December 31, 2020, all proceeds have been collected.
The disposed subsidiary’s carrying amount of assets and liabilities on August 31, 2020 is shown below:
| is shown below: | |
|---|---|
| Assets: Cash Accounts receivable Other receivables Fixed assets Total assets Liabilities: Other payables Total net assets |
August 31, 2020 |
| 10,849 $ 12,128 625 1,327 |
|
| 24,929 |
|
| 1,603 | |
| 23,326 $ |
-
C. Subsidiaries not included in the consolidated financial statements: None.
-
D. Adjustments for subsidiaries with different balance sheet dates: None.
-
E. Significant restrictions: None.
-
F. Subsidiaries that have non-controlling interests that are material to the Group:
As of December 31, 2020 and 2019, the non-controlling interest amounted to $161,699 and $185,715, respectively. The information on non-controlling interest and respective subsidiaries is as follows:
| subsidiaries is as follows: | |||
|---|---|---|---|
| Name of Principal place subsidiary ofbusiness Wuxi Jingxin Group China PT. PATEC Group Indonesia |
Non-controllinginterest | ||
| December | Ownership (%) 7 30 31,2020 |
December31,2019 | |
| Amount 80,272 $ 79,569 |
Ownership Amount (%) 75,980 $ 7 99,608 30 |
Summarized financial information of the subsidiaries:
~117~
Balance sheets
Current assets Non-current assets Current liabilities Non-current liabilities Total net assets
| WuxiJingxinGroup | WuxiJingxinGroup | WuxiJingxinGroup | WuxiJingxinGroup | ||
|---|---|---|---|---|---|
| December31, | |||||
| 2020 | 2019 | ||||
| $ | 1,272,500 |
$ | 1,144,627 |
||
| 131,135 |
153,944 |
||||
| ( | 226,382) |
( | 143,429) |
||
| ( | 30,502) |
( | 69,706) |
||
| $ | 1,146,751 |
$ | 1,085,436 |
Current assets Non-current assets Current liabilities Non-current liabilities Total net assets Statements of comprehensive income
| PT.PATEC Group | PT.PATEC Group | |||
|---|---|---|---|---|
| December 31, | ||||
| 2020 | 2019 | |||
| $ | 176,920 |
$ | 226,961 |
|
| 170,791 | 185,510 | |||
| ( | 68,337) |
( | 78,690) |
|
| ( | 26,654) |
( | 17,970) |
|
| $ | 252,720 | $ | 315,811 |
| Statements of comprehensive income | ||||||
|---|---|---|---|---|---|---|
| WuxiJingxinGroup | ||||||
| Years ended | December31, | |||||
| 2020 | 2019 | |||||
| Revenue | $ | 776,807 | $ | 1,117,898 | ||
| Profit before income tax | 155,510 | 233,469 | ||||
| Income tax expense | ( | 17,348) |
( | 33,019) |
||
| Profit for the year | $ | 138,162 | $ | 200,450 | ||
| Other comprehensive income (loss) | $ | 9,289 | ($ | 42,845) | ||
| Total comprehensive income for the year | $ | 147,451 | $ | 157,605 | ||
| Comprehensive income attributable to | ||||||
| non-controlling interest | $ | 10,322 | $ | 11,026 | ||
| Dividends paid to non-controlling interest | $ | - | $ | 12,193 |
~118~
| PT.PATEC Group | PT.PATEC Group | |||||
|---|---|---|---|---|---|---|
| Years ended | December | 31, | ||||
| 2020 | 2019 | |||||
| Revenue | $ | 284,931 | $ | 453,585 | ||
| (Loss) profit before income tax | ( | 25,853) |
7,586 | |||
| Income tax expense | ( | 4,524) |
( | 3,423) |
||
| (Loss) profit for the year | ($ | 30,377) | $ | 4,163 | ||
| Other comprehensive loss | ( | 26,114) |
( | 4,624) |
||
| Total comprehensive loss for the year | ($ | 56,491) | ($ | 461) | ||
| Comprehensive loss attributable to non-controlling interest |
($ | 18,495) | ($ | 952) |
Statements of cash flows
| Statements of cash flows | ||||||
|---|---|---|---|---|---|---|
| WuxiJingxin | Group | |||||
| Years ended | December31, | |||||
| 2020 | 2019 | |||||
| Net cash generated from operating activities | $ | 303,167 |
$ | 373,687 |
||
| Net cash generated from (used in) investing | ||||||
| activities | 83,032 | ( | 166,890) |
|||
| Net cash used in financing activities | ( | 11,796) |
( | 186,992) |
||
| Effect of exchange rates on cash and cash | ||||||
| equivalents | 2,931 | ( | 8,300) |
|||
| Increase in cash and cash equivalents | 377,334 |
11,505 | ||||
| Cash and cash equivalents, beginning of year | 234,192 | 222,687 | ||||
| Cash and cash equivalents, end of year | $ | 611,526 | $ | 234,192 |
~119~
| PT.PATEC | PT.PATEC | PT.PATEC | Group | |||
|---|---|---|---|---|---|---|
| Years ended | December31, | |||||
| 2020 | 2019 | |||||
| Net cash (used in) generated from operating | ($ | 1,133) |
$ | 60,985 |
||
| activities | ||||||
| Net cash used in investing activities | ( | 3,485) |
( | 13,305) |
||
| Net cash used in financing activities | ( | 11,360) |
( | 27,819) |
||
| Effect of exchange rates on cash and cash | ||||||
| equivalents | ( | 1,631) |
( | 1,009) |
||
| (Decrease) increase in cash and cash | ||||||
| equivalents | ( | 17,609) |
18,852 | |||
| Cash and cash equivalents, beginning of year | 37,886 | 19,034 | ||||
| Cash and cash equivalents, end of year | $ | 20,277 |
$ | 37,886 |
(7) Foreign currency translation
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in New Taiwan dollars, which is the Company’s functional and the Group’s presentation currency.
-
A. Foreign currency transactions and balances
-
(a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in profit or loss in the period in which they arise.
-
(b) Monetary assets and liabilities denominated in foreign currencies at the period end are re-translated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognised in profit or loss.
-
(c) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in other comprehensive income. However, non-monetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.
-
(d) All foreign exchange gains and losses are presented in the statement of comprehensive income within “other gains and losses”.
-
B. Translation of foreign operations
The operating results and financial position of all the group entities, associates and joint
~120~
agreements that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
- (a) Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;
- (b) Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and
- (c) All resulting exchange differences are recognised in other comprehensive income.
-
(8) Classification of current and non-current items
-
A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:
-
(a) Assets arising from operating activities that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle;
-
(b) Assets held mainly for trading purposes;
-
(c) Assets that are expected to be realised within twelve months from the balance sheet date;
-
(d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date.
-
-
B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:
-
(a) Liabilities that are expected to be paid off within the normal operating cycle;
-
(b) Liabilities arising mainly from trading activities;
-
(c) Liabilities that are to be paid off within twelve months from the balance sheet date;
-
(d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
-
(9) Cash equivalents
Cash equivalents refer to 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 that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.
(10) Financial assets at amortised cost
-
A. Financial assets at amortised cost are those that meet all of the following criteria:
-
(a) The objective of the Group’s business model is achieved by collecting contractual cash flows.
-
(b) The assets’ contractual cash flows represent solely payments of principal and interest.
~121~
-
B. On a regular way purchase or sale basis, financial assets at amortised cost are recognised and derecognised using trade date accounting.
-
C. The Group’s time deposits which do not fall under cash equivalents are those with a short maturity period and are measured at initial investment amount as the effect of discounting is immaterial.
(11) Accounts and notes receivable
-
A. Accounts and notes receivable entitle the Group a legal right to receive consideration in exchange for transferred goods or rendered services.
-
B. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
(12) Impairment of financial assets
For assets at amortised cost including accounts receivable that have a significant financing component, at each reporting date, the Group recognises the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognises the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable or contract assets that do not contain a significant financing component, the Group recognises the impairment provision for lifetime ECLs.
(13) Derecognition of financial assets
The Group derecognises a financial asset when the contractual rights to receive the cash flows from the financial asset expire.
(14) Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted-average method. The item by item approach is used in applying the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable selling expenses.
(15) Property, plant and equipment
-
A. Property, plant and equipment are initially recorded at cost.
-
B. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in
~122~
which they are incurred.
-
C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.
-
D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each balance sheet date. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:
Buildings and structures 27 years Machinery and equipment 5 ~ 10 years Transportation equipment 5 ~ 10 years Office equipment 3 ~ 10 years Other equipment 5 ~ 10 years Leasehold assets 5 ~ 10 years
-
(16) Leasing arrangements (lessee)
-right-of-use assets/ lease liabilities -
A. Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Group. For short-term leases or leases of low-value assets, lease payments are recognised as an expense on a straight-line basis over the lease term.
-
B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments are comprised of fixed payments, less any lease incentives receivable. The Group subsequently measures the lease liability at amortised cost using the interest method and recognises interest expense over the lease term. The lease liability is remeasured and the amount of remeasurement is recognised as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.
-
C. At the commencement date, the right-of-use asset is stated at cost comprising the following:
-
(a) The amount of the initial measurement of lease liability; and
-
(b) Any lease payments made at or before the commencement date.
-
The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognised as an adjustment to the right-of-use asset.
-
-
(17) Intangible assets goodwill
-
Goodwill arises in a business combination accounted for by applying the acquisition method.
~123~
(18) Impairment of non-financial assets
-
A. The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal or value in use. Except for goodwill, when the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortised historical cost would have been if the impairment had not been recognised.
-
B. The recoverable amounts of goodwill shall be evaluated periodically. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. Impairment loss of goodwill previously recognised in profit or loss shall not be reversed in the following years.
-
C. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash-generating units, or groups of cash-generating units, that is/are expected to benefit from the synergies of the business combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level.
-
(19) Borrowings
-
A. Borrowings comprise long-term and short-term bank borrowings. Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.
-
B. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.
(20) Notes and accounts payable
-
A. Accounts payable are liabilities for purchases of raw materials, goods or services and notes payable are those resulting from operating and non-operating activities.
-
B. The short-term notes and accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
-
(21) Derecognition of financial liabilities
Financial liability is derecognised when the obligation under the liability specified in the contract is either discharged or cancelled or expired.
(22) Employee benefits
- A. Short-term employee benefits
~124~
Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognised as expenses in that period when the employees render service.
-
B. Pensions
-
(a) Defined contribution plans
For defined contribution plans, the contributions are recognised as pension expenses when they are due on an accrual basis. Prepaid contributions are recognised as an asset to the extent of a cash refund or a reduction in the future payments.
-
(b) Defined benefit plans
-
i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Group in current period or prior periods. The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability; when there is no deep market in these corporate bonds, the Group uses interest rates of government bonds (at the balance sheet date) instead.
-
ii. Remeasurements arising on defined benefit plans are recognised in other comprehensive income in the period in which they arise and are recorded as retained earnings.
-
iii. Past service costs are recognised immediately in profit or loss.
-
-
C. Employees’ compensation and directors’ and supervisors’ remuneration
Employees’ compensation and directors’ and supervisors’ remuneration are recognised as expenses and liabilities, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employee compensation is paid by shares, the Group calculates the number of shares based on the closing price at the previous day of the board meeting resolution.
(23) Income tax
- A. The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity.
~125~
-
B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities.
-
C. Deferred tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet. However, the deferred tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is provided on temporary differences arising on investments in subsidiaries except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
-
D. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred tax assets are reassessed.
(24) Share capital
-
A. Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or stock options are shown in equity as a deduction, net of tax, from the proceeds.
-
B. Where the Company repurchases the Company’s equity share capital that has been issued, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders. Where such shares are subsequently reissued, the difference between their book value and any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company’s equity holders.
(25) Dividends
Shareholders’ dividends are recorded in the Company’s financial statements in the period in which they are resolved by the Company’s Board of Directors. Cash dividends are recorded as liabilities. Stock dividends recorded as stock dividends to be distributed and are reclassified to ordinary shares on the effective date of new shares issuance.
(26) Revenue recognition
Sales of goods
- A. The Group manufactures and sells press machines and products for automobiles and motorcycles. Sales are recognised when control of the products has transferred, being when the products are delivered to the customers, the customers have full discretion
~126~
over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customers’ 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 customers, and either the customers have accepted the products in accordance with the sales contract, or the Group has objective evidence that all criteria for acceptance have been satisfied.
-
B. The goods are often sold with volume discounts based on aggregate sales over a 12-month period. Revenue from these sales is recognised based on the price specified in the contract, net of the estimated sales returns and allowances. Accumulated experience is used to estimate and provide for the sales returns and allowances, using the expected value method, and revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur. The estimation is subject to an assessment at each reporting date. A refund liability is recognised for expected sales returns and allowances payable to customers in relation to sales made until the end of the reporting period. The sales usually are made with a credit term of 91 to 180 days, which is consistent with the market practice, so the contract does not contain a significant financing component.
-
C. The Group’s obligation to provide a repair or exchange for faulty products under the standard warranty terms is recognised as a provision.
-
D. A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
(27) Operating segments
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision-Maker. The Group’s Chief Operating Decision-Maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions.
(28) Government grants
Government grants are recognised at their fair value only when there is reasonable assurance that the Group will comply with any conditions attached to the grants and the grants will be received. Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group recognises expenses for the related costs for which the grants are intended to compensate. Government grants related to property, plant and equipment are presented by deducting the grants from the asset’s carrying amount and are amortised to profit or loss over the estimated useful lives of the related assets as reduced depreciation expenses.
~127~
5. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY
The preparation of these consolidated financial statements requires management to make critical judgements in applying the Group’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Critical judgements, estimates and assumptions concerning uncertainties are addressed below:
(29) Critical judgements in applying the Group’s accounting policies
None.
(30) Critical accounting estimates and assumptions
None.
6. DETAILS OF SIGNIFICANT ACCOUNTS
(31) Cash and cash equivalents
| None. )Critical accounting estimates and assumptions None. TAILS OF SIGNIFICANT ACCOUNTS )Cash and cash equivalents |
||
|---|---|---|
| Cash on hand Demand deposits Time deposits |
2020 2019 32 $ 238 $ 739,072 325,748 1,496 146,212 740,600 $ 472,198 $ December31, |
|
| 238 $ 325,748 146,212 |
||
| 472,198 $ |
-
A. The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.
-
B. As of December 31, 2020 and 2019, cash and cash equivalents amounting to $59,966 and $48,586 were pledged to others as collateral and were classified to current financial assets at amortised cost. Details are provided in Note 8.
-
C. The Group has deposits with maturity over three months amounting to $86,046 and $170,079, and the effective interest rate was 1.95% and 3.05%~3.85% in 2020 and 2019, respectively. As the time deposits are not highly-liquid investments, they were classified to current financial assets at amortised cost.
(32) Accounts receivable
| assets at amortised cost. )Accounts receivable |
|||||||
|---|---|---|---|---|---|---|---|
| December31, | |||||||
| 2020 | 2019 | ||||||
| Accounts receivable | $ | 417,840 |
$ | 523,473 |
|||
| Less: Allowance for bad debts | ( | 3,231) |
( | 3,252) |
|||
| $ | 414,609 | $ | 520,221 |
- A. The ageing analysis of accounts receivable is as follows:
~128~
| Not due Up to 30 days 31 to 90 days 91 to 180 days Over 181 days |
2020 2019 350,694 $ 463,804 $ 32,268 38,993 17,159 14,327 13,749 1,880 3,970 4,469 417,840 $ 523,473 $ December31, |
|---|---|
The above ageing analysis was based on due date.
B. As of December 31, 2020 and 2019, accounts receivable were all from contracts with customers. As of January 1, 2019, the balance of receivables from contracts with customers amounted to $738,775.
-
C. The Group does not hold any collateral as security.
-
D. Information relating to credit risk is provided in Note 12(2).
(33) Inventories
| Raw materials Work in process Finished goods Raw materials Work in process Finished goods |
Cost 163,536 $ 64,720 137,501 365,757 $ Cost 192,506 $ 72,467 205,355 470,328 $ |
Cost 163,536 $ 64,720 137,501 365,757 $ Cost 192,506 $ 72,467 205,355 470,328 $ |
Allowance for valuation loss 11,419) ($ 62) ( 22,022) ( 33,503) ($ December31,2020 December31,2019 |
Allowance for valuation loss 11,419) ($ 62) ( 22,022) ( 33,503) ($ December31,2020 December31,2019 |
Bookvalue 152,117 $ 64,658 115,479 332,254 $ |
Bookvalue 152,117 $ 64,658 115,479 332,254 $ |
|---|---|---|---|---|---|---|
| Cost | Allowance for valuation loss |
Bookvalue | ||||
| 192,506 $ 72,467 205,355 |
7,109) ($ 62) ( 26,538) ( 33,709) ($ |
185,397 $ 72,405 178,817 |
||||
| 470,328 $ |
436,619 $ |
The cost of inventories recognised as expense for the year:
| Cost of inventory sold Inventory write-down |
2020 880,163 $ 8,110 888,273 $ |
2019 |
|---|---|---|
| 1,330,623 $ 27,321 |
||
| 1,357,944 $ |
~129~
(34) Property, plant and equipment
| )Property, plant and equipment | |
|---|---|
| Buildings and Machinery and Transportation Office Leasehold Construction structures equipment equipment equipment improvements Others inprogress At January 1, 2020 Cost 62,252 $ 644,019 $ 21,314 $ 12,065 $ 14,117 $ 29,581 $ 1,354 $ Accumulated depreciation 22,133) ( 461,421) ( 15,729) ( 10,047) ( 6,641) ( 19,310) ( - 40,119 $ 182,598 $ 5,585 $ 2,018 $ 7,476 $ 10,271 $ 1,354 $ 2020 Opening net book amount 40,119 $ 182,598 $ 5,585 $ 2,018 $ 7,476 $ 10,271 $ 1,354 $ Additions - 7,182 - 83 6 636 - Disposals - 4,521) ( 232) ( 16) ( - 75) ( - Reclassifications - 27,693 - - - - 51,972 Depreciation charge 2,253) ( 42,179) ( 1,707) ( 576) ( 2,002) ( 1,937) ( - Net exchange differences 2,395) ( 11,318) ( 33) ( 207 305) ( 749) ( 239) ( Closing net book amount 35,471 $ 159,455 $ 3,613 $ 1,716 $ 5,175 $ 8,146 $ 53,087 $ At December 31, 2020 Cost 58,395 $ 616,279 $ 16,537 $ 11,302 $ 12,782 $ 27,789 $ 53,087 $ Accumulated depreciation 22,924) ( 456,824) ( 12,924) ( 9,586) ( 7,607) ( 19,643) ( - 35,471 $ 159,455 $ 3,613 $ 1,716 $ 5,175 $ 8,146 $ 53,087 $ |
Total |
| 784,702 $ 535,281) ( 249,421 $ 249,421 $ 7,907 4,844) ( 79,665 50,654) ( 14,832) ( 266,663 $ 796,171 $ 529,508) ( 266,663 $ |
~130~
| Buildings and Machinery and Transportation Office Leasehold Construction structures equipment equipment equipment improvements Others inprogress At January 1, 2019 Cost 63,649 $ 668,544 $ 32,706 $ 11,823 $ 11,793 $ 29,199 $ 859 $ Accumulated depreciation 20,272) ( 436,589) ( 17,132) ( 9,812) ( 5,752) ( 17,938) ( - 43,377 $ 231,955 $ 15,574 $ 2,011 $ 6,041 $ 11,261 $ 859 $ 2020 Opening net book amount 43,377 $ 231,955 $ 15,574 $ 2,011 $ 6,041 $ 11,261 $ 859 $ Adjustment due to retrospective application (Note) - (14,830) (7,771) - - - - 43,377 217,125 7,803 2,011 6,041 11,261 859 Additions - 19,677 1 1,014 4,903 1,427 536 Disposals - 3,741) ( - 46) ( 1,284) ( 47) ( - Reclassifications - 3,164 150 - - - - Depreciation charge 2,376) ( 47,678) ( 2,338) ( 931) ( 1,913) ( 2,196) ( - Net exchange differences 882) ( 5,949) ( 31) ( 30) ( 271) ( 174) ( 41) ( Closing net book amount 40,119 $ 182,598 $ 5,585 $ 2,018 $ 7,476 $ 10,271 $ 1,354 $ At December 31, 2019 Cost 62,252 $ 644,019 $ 21,314 $ 12,065 $ 14,117 $ 29,581 $ 1,354 $ Accumulated depreciation 22,133) ( 461,421) ( 15,729) ( 10,047) ( 6,641) ( 19,310) ( - 40,119 $ 182,598 $ 5,585 $ 2,018 $ 7,476 $ 10,271 $ 1,354 $ |
Total |
|---|---|
| 818,573 $ 507,495) ( 311,078 $ 311,078 $ (22,601) 288,477 27,558 5,118) ( 3,314 57,432) ( 7,378) ( 249,421 $ 784,702 $ 535,281) ( 249,421 $ |
Note: Adjusted to right-of-use assets because of the adoption of IFRS 16.
Information about the property, plant and equipment that were pledged to others as collateral is provided in Note 8.
~131~
- (35) Leasing arrangements lessee
-
A. The Group leases various assets including land, buildings, machinery and equipment, business vehicles. Rental contracts are typically made for periods of 1 to 34 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants, but leased assets may not be used as security for borrowing purposes.
-
B. The carrying amount of right-of-use assets and the depreciation charge are as follows:
| Land Buildings Machinery and equipment Transportation equipment (Business vehicles) Office equipment (Photocopiers) Land Buildings Machinery and equipment Transportation equipment (Business vehicles) Office equipment (Photocopiers) |
December31,2020 December31,2019 Carrying amount Carrying amount 42,861 $ 47,112 $ 206,787 242,710 7,828 9,708 3,269 5,634 86 174 260,831 $ 305,338 $ Years endedDecember31 |
December31,2020 December31,2019 Carrying amount Carrying amount 42,861 $ 47,112 $ 206,787 242,710 7,828 9,708 3,269 5,634 86 174 260,831 $ 305,338 $ Years endedDecember31 |
|---|---|---|
| 2020 Depreciationcharge 1,395 $ 22,808 1,218 2,111 80 27,612 $ |
2019 | |
| Depreciation charge | ||
| 1,464 $ 24,698 1,952 2,316 85 |
||
| 30,515 $ |
-
C. For the years ended December 31, 2020 and 2019, the additions to right-of-use assets were $0 and $18,738, respectively.
-
D. The information on profit and loss accounts relating to lease contracts is as follows:
| For the years ended December 31, 2020 and 2019, the $0 and $18,738, respectively. The information on profit and loss accounts relating to Office equipment (Photocopiers) |
additions to right-of-use assets were lease contracts is as follows: 80 85 27,612 $ 30,515 $ |
additions to right-of-use assets were lease contracts is as follows: 80 85 27,612 $ 30,515 $ |
|---|---|---|
| Items affecting profit or loss Interest expense on lease liabilities Expense on short-term lease contracts |
2020 2019 $ 1,805 $ 2,064 4,137 7,419 Years ended December31, |
|
| 2019 | ||
| $ 2,064 7,419 |
- E. For the years ended December 31, 2020 and 2019, the Group’s total cash outflow for leases were $34,900 and $58,465, respectively.
(36) Short-term borrowings
| were $34,900 and $58,465, respectively. Short-term borrowings |
||
|---|---|---|
| Type of borrowings Bank borrowings Unsecured borrowings Secured borrowings Interest rate range |
December31, | |
| 2020 163,832 $ 172,237 336,069 $ 0.85%~4.50% |
2019 | |
| 197,430 $ 208,427 |
||
| 405,857 $ |
||
| 0.85%~6.05% |
~132~
Details of assets pledged as collateral for borrowings is provided in Note 8.
(37) Other payables
| Details of assets pledged as collateral for borrowings )Other payables |
is provided in Note 8. | |
|---|---|---|
| Payables for cash dividends - owners of the parent Payables for cash dividends - non-controlling interest Payables for investment Expense payable and others |
December31,2020 1,116 $ 7,199 - 43,460 51,775 $ |
December31,2019 24 $ - 17,201 61,190 |
| 78,415 $ |
To meet the Group’s operating policies, the Board of Directors of the Company during its meeting resolved to acquire 8% equity interest in the Mainland China subsidiary, Wuxi Jingxin, from its shareholders through the subsidiary, PATEC, with the transaction price of RMB 30 million. The transaction has been fully paid on March 23, 2020.
- (38) Long term borrowings
| Borrowing period and Type ofborrowings repayment term Long-term bank borrowings Unsecured borrowings - Resona Borrowing period is from November 25, 2020 to November 24, 2025; principal is repayable quarterly from November 2021 Unsecured borrowings - HSBC Borrowing period is from November 25, 2020 to November 25, 2025; principal is repayable monthly from November 2021 Unsecured borrowings - BUDAPEST Borrowing period is from November 19, 2020 to November 18, 2026; principal is repayable quarterly from September 2021 Less: Current portion |
Interest rate range 2.50% 3.00% 0.19%-1.69% |
Collateral None None None |
31-Dec-20 | ||
|---|---|---|---|---|---|
| 63,754 $ 42,503 12,764 119,021 6,846) ( 112,175 $ |
(39) Pensions
-
A. The consolidated entity, PT. Patec, has a defined benefit pension plan in accordance with the regulations of the Republic of Indonesia. As of December 31, 2020 and 2019, the net amount of liabilities recognised in the balance sheet was $24,866 and $12,748, respectively.
-
B. Other consolidated entities make monthly contributions to pension and post-retirement
~133~
funds administered by the government in accordance with local pension regulations.
-
(40) Share capital
-
A. As of December 31, 2020, the Company has 45,760 thousand shares of ordinary stock outstanding, and the paid-in capital was $457,597 with a par value of $10 (in dollars) per share. All proceeds from shares issued have been collected.
~134~
Movements in the number of the Company’s ordinary shares outstanding (in thousands) are as follows:
| ollows: | ||
|---|---|---|
| Years ended December31, | ||
| 2020 | 2019 | |
| At January 1 | 44,191 |
40,460 |
| Stock dividends | 1,569 |
3,731 |
| At December 31 | 45,760 | 44,191 |
-
B. Treasury shares
-
(a) Reason for share reacquisition and movements in the number of the Company’s treasury shares are as follows:
| treasury shares are as follows: | |
|---|---|
| Name of company Reason for holdingthe shares reacquisition Number of shares The Company To be reissued to employees - Name of company Reason for holding the shares reacquisition Number of shares The Company To be reissued to employees 636 December December |
Bookvalue 31, 2020 |
| - $ 31, 2019 |
|
| Book value | |
| 36,097 $ |
-
(b) On August 17, 2017, the Board of Directors during its meeting resolved to purchase treasury shares during the estimated period from August 18, 2017 to October 17, 2017, and the estimated price ranged between NT$50 and NT$65. As of December 31, 2017, the Company had purchased a total of 636 thousand shares in the amount of $36,097. The treasury shares have been retired as agreed by the Board of Directors on November 13, 2020.
-
(c) Pursuant to the R.O.C. Securities and Exchange Act, the number of shares bought back as treasury share should not exceed 10% of the number of the Company’s issued and outstanding shares and the amount bought back should not exceed the sum of retained earnings, paid-in capital in excess of par value and realised capital surplus.
-
(d) Pursuant to the R.O.C. Securities and Exchange Act, treasury shares should not be pledged as collateral and is not entitled to dividends before it is reissued.
-
(e) Pursuant to the R.O.C. Securities and Exchange Act, treasury shares should be reissued to the employees within five years from the reacquisition date and shares not reissued within the five-year period are to be retired. Treasury shares to enhance the Company’s credit rating and the stockholders’ equity should be retired within six months of acquisition.
(41) Capital surplus
The Company’s capital surplus arose from the paid-in capital in excess of par. Subject to the Cayman Company Rules, so long as the shares are listed on any securities exchange, the Company may use capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations to issue new shares to stockholders, provided that the Company has no accumulated deficit, as approved by the shareholders by way of a special resolution, in accordance with the Company’s Articles of Incorporation.
(42) Retained earnings
- A. At the end of the accounting year, if there is any retained earnings (including the
~135~
unappropriated earnings of prior years), shall first be used to pay all taxes and offset prior years’ operating losses (including the deficits of prior years) and then set aside special reserve (if any). The residual should be distributed based on the majority vote of the shareholders during their meeting. The ratio of appropriation of retained earnings proposed by the Board of Directors should not be less than 5% of distributable retained earnings, the dividends should be distributed to shareholders in accordance with their shareholding ratio. The amount of cash dividends should not be less than 3% of total dividend distribution.
-
B. As the Company is in the growth stage, the dividend policy is adopted taking into consideration the Company’s capital expenditure, future expansion plans, financial plan and other plans for continuous development.
-
C. Dividends, bonus or other benefits to shareholders should be distributed in New Taiwan dollars.
-
D. In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.
-
E. On June 22, 2020 and June 28, 2019, the shareholders resolved the distribution of earnings for 2019 and 2018 as follows:
| Years endedDecember31, | Years endedDecember31, | |||||
|---|---|---|---|---|---|---|
| 2019 | 2018 | |||||
| Dividends per | Dividends per | |||||
| Amount | share (indollars) | Amount | share (indollars) | |||
| Cash dividend | $ 2,690 | $ | 0.06 $ | 4,145 | $ | 0.10 |
| Stock dividend | 15,689 | 0.35 | 37,304 | 0.92 | ||
| Special reserve | 52,360 |
- |
22,298 | - |
(43) Operating revenue
-
A. The Group derives revenue from sale and maintenance of machinery and parts of automobiles and motorcycles, processing goods and services. Please refer to Note 14 for relating disclosure.
-
B. The Group’s overall revenue was affected by the delay in sales orders caused by the global pandemic, Covid-19, in 2020. The Group continued to pay attention on market changes to adjust purchases and production schedules and actively negotiates with customers on the production and supply schedules of products. After assessment, the COVID-19 pandemic has no significant impact on the scope and price of service contracts.
-
C. As of December 31, 2020 and 2019, and January 1, 2019, the Group recognised contract liabilities in relation to contract revenue amounting to $3,725, $8,688 and $59,188, respectively.
-
D. For the years ended December 31, 2020 and 2019, revenue recognised that was included in the contract liability balance at the beginning of the year was $8,269 and $59,188, respectively.
~136~
(44) Other gains and losses
| Other gains and losses | ||||
|---|---|---|---|---|
| Years ended | December | 31, | ||
| 2020 | 2019 | |||
| Net currency exchange loss | ($ | 13,734) |
($ | 7,853) |
| Gain on disposal of subsidiaries | 467 | - |
||
| (Loss) gain on disposal of property, plant and | ||||
| equipment | ( | 294) |
592 | |
| Miscellaneous disbursements | ( | 5,150) |
- |
|
| ($ | 18,711) |
($ | 7,261) |
(45) Finance costs
| Interest expenses: Bank borrowings Convertible bonds Others Finance costs |
2020 2019 6,943 $ 6,747 $ - 3,794 1,805 2,064 $ 8,748 $ 12,605 Years endedDecember31, |
|---|---|
(46) Employee benefit expense
| Employee benefit expense | ||||||
|---|---|---|---|---|---|---|
| Years endedDecember | 31, | |||||
| 2020 | 2019 | |||||
| Employee benefit expense | ||||||
| Wages and salaries | $ | 274,509 |
$ | 359,742 |
||
| Insurance expense | 2,871 | 10,354 | ||||
| Pension costs | ( | 5,147) |
32,376 | |||
| Other personnel expenses | 12,878 | 24,728 | ||||
| $ | 285,111 | $ | 427,200 | |||
| Depreciation | $ | 78,266 | $ | 87,947 |
-
A. In accordance with the Articles of Incorporation of the Company, a ratio of distributable profit of the current year, after covering accumulated losses, shall be distributed as employees' compensation and directors’ and supervisors’ remuneration. The ratio shall not be lower than 0.1% for employees’ compensation and shall not be higher than 3% for directors’ and supervisors’ remuneration.
-
B. The employees’ compensation and directors’ and supervisors’ remuneration for the years ended December 31, 2020 and 2019 were estimated and accrued based on a ratio of distributable profit of current year as regulated in the Company’s Articles as of the end of the reporting period. For 2020 and 2019, employees’ compensation was accrued at $250 and $200, respectively; directors’ and supervisors’ remuneration was accrued at $700 for both years. The aforementioned amounts were recognised in salary expenses.
-
C. Employees’ compensation and directors’ remuneration for 2019 amounted to $250 and $700, respectively, as resolved by the Board of Directors during its meeting on March 27, 2020. The difference of $50 between the amounts resolved at the Board meeting and the amounts of $200 and $700 recognised in the 2019 financial statements, had been adjusted in profit or loss in 2020. The distribution of the aforementioned amounts has not been
~137~
completed.
-
D. Information about employees’ compensation and directors’ and supervisors’ remuneration of the Company as resolved at the meeting of Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.
-
E. Pension costs decreased for the year as the Mainland China government reduced the pension contributions and waived part of the estimated expense on social insurance of prior years in response to the Covid-19 pandemic.
-
(47) Income tax
-
A. Components of income tax expense
| ome tax Components of income tax expense |
|||||
|---|---|---|---|---|---|
| Years ended | December | 31, | |||
| 2020 | 2019 | ||||
| Current tax: | |||||
| Current tax on profits for the year | $ | 26,328 |
$ | 47,319 |
|
| Prior year income tax underestimation | - | 89 | |||
| Total current tax | 26,328 | 47,408 | |||
| Deferred tax: | |||||
| Origination and reversal of temporary | |||||
| differences | ( | 505) |
12,168 | ||
| Income tax expense | $ | 25,823 |
$ | 59,576 |
- B. The income tax (charge)/credit relating to components of other comprehensive income is as follows:
| as follows: | ||||
|---|---|---|---|---|
| Years | ended | December | 31, | |
| 2020 | 2019 | |||
| Remeasurement on defined benefit obligations |
($ | 1,355) | ($ | 380) |
- C. Reconciliation between income tax expense and accounting profit:
| Years endedDecember | Years endedDecember | 31, | ||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| Tax calculated based on profit before tax | ||||||
| and statutory tax rate | $ | 18,067 |
$ | 36,073 |
||
| Prior year income tax underestimation | - | 89 | ||||
| Effects from items disallowed by tax | ||||||
| regulation | ( | 7,082) |
( | 4,289) |
||
| Taxable loss not recognised as deferred tax | ||||||
| assets | 3,803 | 27,703 | ||||
| Assessment of realisation of deferred tax | ||||||
| assets | 11,035 | - | ||||
| Income tax expense | $ | 25,823 | $ | 59,576 |
-
Note: The basis for computing the applicable tax rate are the rates applicable in the respective countries where the Group entities operate.
-
D. Amounts of deferred tax as a result of temporary differences and loss carryforward are as follows:
~138~
2020
| Recognised | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Recognised | in other | ||||||||||
| in profit | comprehensive | ||||||||||
| January1 | or loss | income | December31 | ||||||||
| Deferred tax assets | |||||||||||
| Temporary differences | |||||||||||
| Unrealised gain on | |||||||||||
| disposal of property, | |||||||||||
| plant and equipment | $ | 5,317 |
($ | 862) | - |
$ | 4,455 |
||||
| Loss carryforward | 5,487 | 10,640 | - |
16,127 | |||||||
| Others | 13,500 | ( | 11,748) | 1,355 |
3,107 | ||||||
| $ | 18,987 | ($ | 1,970) | $ | 1,355 | $ | 23,689 | ||||
| Deferred tax liabilities | |||||||||||
| Temporary differences | |||||||||||
| Book-tax difference in the basis of finance lease |
($ | 2,318) |
$ | 1,315 |
$ | - |
($ | 1,003) |
|||
| Investment income of long- term equity investments |
( | 17,897) |
( | 5,644) |
- | ( | 23,541) |
||||
| Others | ( | 4,397) |
6,803 | - | 2,406 | ||||||
| ($ | 24,612) | $ | 2,474 |
$ | - |
($ | 22,138) |
||||
| 2019 | |||||||||||
| Recognised | |||||||||||
| Recognised | in other | ||||||||||
| in profit | comprehensive | ||||||||||
| January1 | or loss | income | December31 | ||||||||
| Deferred tax assets | |||||||||||
| Temporary differences | |||||||||||
| Unrealised gain on | |||||||||||
| disposal of property, | |||||||||||
| plant and equipment | $ | 5,738 |
($ | 421) | $ | - |
$ | 5,317 |
|||
| Loss carryforward | 5,537 | ( | 50) |
- | 5,487 | ||||||
| Others | 11,421 | 1,699 | 380 | 13,500 | |||||||
| $ | 22,696 | $ | 1,228 | $ | 380 | $ | 24,304 | ||||
| Deferred tax liabilities | |||||||||||
| Temporary differences | |||||||||||
| Book-tax difference in the basis of finance lease |
($ | 2,591) |
$ | 273 |
$ | - |
($ | 2,318) |
|||
| Investment income of long- term equity investments |
( | 2,604) |
( | 15,293) |
- |
( | 17,897) |
||||
| Others | ( | 6,021) |
1,624 | - | ( | 4,397) |
|||||
| ($ | 11,216) | ($ | 13,396) | $ | - |
($ | 24,612) |
- E. Expiration dates of unused loss carryforward and amounts of unrecognised deferred tax assets are as follows:
~139~
December 31, 2020
| December31,2020 | |||
|---|---|---|---|
| Year incurred 2015 2016 2017 2018 2019 2020 |
Amount filed/ assessed Unused amount 89,747 $ 89,747 $ 93,958 93,958 56,373 56,373 62,640 62,640 109,498 109,498 76,625 76,625 December31,2019 |
Unrecognised deferred tax assets - $ 93,958 56,373 62,640 109,498 27,365 |
Usable until - - - - - - |
| Year incurred 2015 2016 2017 2018 2019 |
Amount filed/ assessed Unused amount 89,747 $ 89,747 $ 93,958 93,958 56,373 56,373 62,640 62,640 109,498 109,498 |
Unrecognised deferred tax assets - $ 93,958 56,373 62,640 109,498 |
Usable until |
| - - - - - |
| 2015 $ 2016 2017 2018 2019 |
89,747 89,747 $ - $ - 93,958 93,958 93,958 - 56,373 56,373 56,373 - 62,640 62,640 62,640 - 109,498 109,498 109,498 - |
89,747 89,747 $ - $ - 93,958 93,958 93,958 - 56,373 56,373 56,373 - 62,640 62,640 62,640 - 109,498 109,498 109,498 - |
|
|---|---|---|---|
| (48) | Earnings per share Basic (Diluted) earnings per share Profit attributable to ordinary shareholders of the parent Basic (Diluted) earnings per share Profit attributable to ordinary shareholders of the parent |
YearendedDecember31,2020 | |
| Weighted average number of ordinary shares outstanding Earnings per share Amount aftertax (sharesinthousands) (indollars) 31,528 $ 45,760 0.69 $ YearendedDecember31,2019 |
Earnings per share (indollars) |
||
| 0.69 $ |
|||
| Weighted average number of ordinary shares outstanding Amount aftertax (sharesinthousands) 38,797 $ 45,760 |
Earnings per share (indollars) |
||
| 0.85 $ |
|||
~140~
(49) Supplemental cash flow information
| Supplemental cash flow information | ||
|---|---|---|
| Financing activities with no cash flow effects: Retained earnings transferred to common stock |
2020 2019 15,689 $ 37,304 $ Years ended December31, |
|
(50) Changes in liabilities from financing activities
| At January 1 Cash dividends declared Changes in cash flow from financing activities Changes in other non-cash items At December 31 At January 1 Cash dividends declared Changes in cash flow from financing activities Changes in other non-cash items At December 31 |
Short-term borrowings |
Short-term borrowings |
Leasepayable | Leasepayable | Long-term borrowings (including current portion) 2020 |
Long-term borrowings (including current portion) 2020 |
Long-term borrowings (including current portion) 2020 |
|---|---|---|---|---|---|---|---|
| 405,857 $ - 73,823) ( 4,035 336,069 $ Short-term borrowings |
253,190 $ - 28,958) ( 13,788) ( 210,444 $ |
- $ - 118,933 88 119,021 $ 2019 |
|||||
| Short-term borrowings |
Leasepayable | Bonds payable (including current portion) |
Dividends payable |
||||
| 211,996 $ - 198,646 4,785) ( 405,857 $ |
309,099 $ - 48,982) ( 6,927) ( 253,190 $ |
168,106 $ - 171,900) ( 3,794 - $ |
7. RELATED PARTY TRANSACTIONS
(51) Names of related parties and relationship
Name of related party Relationship with the Company WEE LIANG KIANG Chief Executive Officer of the Company
(52) Significant related party transactions
I. Endorsements and guarantees provided by related parties:
| )Significant related party transactions I. Endorsements and guarantees provided by related parties: |
|
|---|---|
| The above pertains to guarantee provided by the related borrowings. December31,2020 WEE LIANG KIANG 222,221 $ |
December 31, 2019 |
| 243,841 $ |
|
| party for the Company’s |
~141~
(53) Key management compensation
| Year ended December 31, 2020 | Year ended December 31, 2020 | Year ended December 31, 2019 | Year ended December 31, 2019 | |
|---|---|---|---|---|
| Salaries and other short-term | ||||
| employee benefits | $ | 23,428 |
$ | 29,573 |
| Post-employment benefits | 1,121 |
1,390 |
||
| $ | 24,549 |
$ | 30,963 |
8. PLEDGED ASSETS
The Group’s assets pledged as collateral are as follows:
==> picture [501 x 176] intentionally omitted <==
----- Start of picture text -----
Book value
December 31,
Pledged asset 2020 2019 Purpose
Property, plant and
equipment $ 35,388 $ 40,000 Short-term borrowings
Right-of-use asset 53,957 61,110 Long-term and short-
term borrowings and
lease payable
Financial assets at amortised
cost
- time deposits 59,966 48,586 Short-term borrowings
$ 149,311 $ 149,696
----- End of picture text -----
9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNISED CONTRACT
- COMMITMENTS
None
10. SIGNIFICANT DISASTER LOSS
None.
11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE
The subsidiary, Wuxi Jingxin, reduced capital amounting to RMB 15 million and returned it to the minority equity shareholders as resolved by the Board of Directors on September 30, 2020. The shareholding ratio of the Company increased to 100% from 93% after the capital reduction. The capital reduction had been registered in January 2021.
12. OTHERS
(1) Capital management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. Relevant liability and capital ratios are provided in balance sheets for each period end.
(2) Financial instruments
- A. Financial instruments by category
~142~
December 31, 2020 December 31, 2019
| December31,2020 |
December31,201 | |
|---|---|---|
| Financial assets Financial assets at amortised cost Loans and receivables Cash and cash equivalents Financial assets at amortised cost Accounts receivable Other receivables Guarantee deposits paid Financial liabilities Financial liabilities at amortised cost Short-term borrowings Accounts payable Other payables Long-term borrowings (including current portion) Lease liability |
740,600 $ 146,012 414,609 13,070 12,052 1,326,343 $ 336,069 $ 154,426 51,775 119,021 661,291 $ 210,444 $ |
472,198 $ 218,665 520,221 2,145 15,109 1,228,338 $ |
| 405,857 $ 167,432 78,415 - |
||
| 651,704 $ |
||
| 253,190 $ |
-
B. Financial risk management policies
-
(a) The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial position and financial performance.
-
(b) Risk management is carried out by a central treasury department (Group treasury) under policies approved by the Board of Directors. Group treasury identifies, evaluates and hedges financial risks in close cooperation with the Group’s operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.
-
C. Significant financial risks and degrees of financial risks
-
(a) Market risk
Foreign exchange risk
-
i. The Group operates internationally and is exposed to foreign exchange risk arising from the transactions of the Company and its subsidiaries used in various functional currency, primarily with respect to the USD and RMB. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities.
-
ii. Management has set up a policy to require group companies to manage their foreign exchange risk against their functional currency. Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the entity’s functional currency.
-
iii. The Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk.
-
iv. The Group’s businesses involve some non-functional currency operations (the Company’s and certain subsidiaries’ functional currency: NTD; other certain subsidiaries’ functional currency: RMB, SGD and USD). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:
~143~
| (Foreign currency: functional currency) Financial assets Monetary items EUR:RMB USD:RMB EUR:HUF USD:SGD RMB:SGD JPY:SGD IDR:USD Financial liabilities Monetary items IDR:USD USD:SGD JPY:SGD EUR:SGD EUR:HUF EUR:NTD (Foreign currency: functional currency) Financial assets Monetary items EUR:RMB USD:RMB EUR:HUF USD:SGD RMB:SGD JPY:SGD IDR:USD Financial liabilities Monetary items IDR:USD USD:SGD JPY:SGD RMB:SGD EUR:SGD EUR:HUF USD:NTD EUR:NTD SGD:NTD |
Foreign currency (in thousands) Exchange rate 2,543 $ 7.98 2,718 6.53 871 362.61 673 1.32 495 0.20 4,813 0.01 55,261,885 0.00007 25,677,399 $ 0.00007 459 1.32 26,373 0.01 1,685 1.62 2,040 362.61 6,470 34.35 Foreign currency (in thousands) Exchange rate 3,301 $ 7.82 2,589 6.96 1,129 331.15 605 1.34 35,872 0.19 42,985 0.01 67,551,981 0.00007 32,765,462 $ 0.00007 214 1.34 41,243 0.01 4,000 0.19 1,256 1.51 1,102 331.15 1,550 29.94 7,040 33.62 925 22.27 |
Foreign currency (in thousands) Exchange rate 2,543 $ 7.98 2,718 6.53 871 362.61 673 1.32 495 0.20 4,813 0.01 55,261,885 0.00007 25,677,399 $ 0.00007 459 1.32 26,373 0.01 1,685 1.62 2,040 362.61 6,470 34.35 Foreign currency (in thousands) Exchange rate 3,301 $ 7.82 2,589 6.96 1,129 331.15 605 1.34 35,872 0.19 42,985 0.01 67,551,981 0.00007 32,765,462 $ 0.00007 214 1.34 41,243 0.01 4,000 0.19 1,256 1.51 1,102 331.15 1,550 29.94 7,040 33.62 925 22.27 |
Foreign currency (in thousands) Exchange rate 2,543 $ 7.98 2,718 6.53 871 362.61 673 1.32 495 0.20 4,813 0.01 55,261,885 0.00007 25,677,399 $ 0.00007 459 1.32 26,373 0.01 1,685 1.62 2,040 362.61 6,470 34.35 Foreign currency (in thousands) Exchange rate 3,301 $ 7.82 2,589 6.96 1,129 331.15 605 1.34 35,872 0.19 42,985 0.01 67,551,981 0.00007 32,765,462 $ 0.00007 214 1.34 41,243 0.01 4,000 0.19 1,256 1.51 1,102 331.15 1,550 29.94 7,040 33.62 925 22.27 |
Bookvalue Degree of (NTD) variation 87,025 $ 1% 76,335 1% 29,926 1% 18,906 1% 2,129 1% 1,310 1% 110,395 1% 51,295 $ 1% 12,888 1% 7,178 1% 57,861 1% 70,050 1% 222,221 1% December31,2020 December31,2019 |
Bookvalue Degree of (NTD) variation 87,025 $ 1% 76,335 1% 29,926 1% 18,906 1% 2,129 1% 1,310 1% 110,395 1% 51,295 $ 1% 12,888 1% 7,178 1% 57,861 1% 70,050 1% 222,221 1% December31,2020 December31,2019 |
Bookvalue Degree of (NTD) variation 87,025 $ 1% 76,335 1% 29,926 1% 18,906 1% 2,129 1% 1,310 1% 110,395 1% 51,295 $ 1% 12,888 1% 7,178 1% 57,861 1% 70,050 1% 222,221 1% December31,2020 December31,2019 |
Effect on Effect on other comprehensive profit or loss income 870 $ - $ 763 - 299 - 189 - 21 - 13 - 1,104 - 513 $ - $ 129 - 72 - 579 - 701 - 2,222 - Sensitivityanalysis |
Effect on Effect on other comprehensive profit or loss income 870 $ - $ 763 - 299 - 189 - 21 - 13 - 1,104 - 513 $ - $ 129 - 72 - 579 - 701 - 2,222 - Sensitivityanalysis |
|---|---|---|---|---|---|---|---|---|
| Foreign currency (in thousands) 3,301 $ 2,589 1,129 605 35,872 42,985 67,551,981 32,765,462 $ 214 41,243 4,000 1,256 1,102 1,550 7,040 925 |
Exchange rate | Bookvalue (NTD) 110,975 $ 77,521 37,959 18,109 154,264 11,483 145,910 70,772 $ 6,398 11,363 17,201 42,224 37,037 46,413 236,669 20,598 |
Sensitivityanalysis | |||||
| Degree of variation 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% |
Effect on profit or loss 1,110 $ 775 380 181 1,543 115 1,459 708 $ 64 114 172 422 370 464 2,367 206 |
Effect on other comprehensive income |
||||||
| 7.82 6.96 331.15 1.34 0.19 0.01 0.00007 0.00007 1.34 0.01 0.19 1.51 331.15 29.94 33.62 22.27 |
- $ - - - - - - - $ - - - - - - - - |
|||||||
- v. Total exchange loss, including realised and unrealised arising from significant foreign exchange variation on the monetary items held by the Group for the years ended December 31, 2020 and 2019, amounted to $13,734 and $7,853, respectively.
(b) Credit risk
~144~
-
i.Credit risk refers to the risk of financial loss to the Group arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full the accounts receivable based on the agreed terms.
-
ii.The Group adopts the following assumption to assess whether there has been a significant increase in credit risk on that instrument since initial recognition: If the aging of contract payments was over 90 days based on the terms, there has been a significant increase in credit risk on that instrument since initial recognition.
-
iii.The default occurs when the contract payments are past due over 365 days.
-
iv.The Group classifies customers’ accounts receivable in accordance with credit risk on trade. The Group applies the simplified approach to estimate expected credit loss under the provision matrix basis.
-
v.The Group used the forecastability of Basel Committee on Banking Supervision to adjust historical and timely information to assess the default possibility of accounts receivable. On December 31, 2020 and 2019, the provision matrix is as follows:
| At December 31, 2020 Expected loss rate Total book value At December 31, 2019 Expected loss rate Total book value |
Notpast due | Up to 30 days past due |
31~90 days past due |
91~180 days past due |
Over 181 days past due |
Total | ||
|---|---|---|---|---|---|---|---|---|
| 0.03% 350,694 $ Notpast due |
0.03~4.96% 32,268 $ Up to 30 days past due |
0.03~9.69% 17,159 $ 31~90 days past due |
417,840 $ Total |
|||||
| 0.03% 463,804 $ |
0.03~7.81% 38,993 $ |
0.03~7.81% 14,327 $ |
523,473 $ |
- vi. Movements in relation to the Group applying the modified approach to provide loss allowance for accounts receivable, contract assets and lease payments receivable are as follows:
| receivable are as follows: | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| At January 1 | $ | 3,252 |
$ | 1,354 |
||
| Reversal of impairment loss | ( | 1,371) |
- | |||
| Provision for impairment | 1,583 | 1,981 | ||||
| Effect of foreign exchange | ( | 233) |
( | 83) |
||
| At December 31 | $ | 3,231 | $ | 3,252 |
(c) Liquidity risk
-
i. Cash flow forecasting is performed in the operating entities of the Group and aggregated by Group treasury. Group treasury monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Group does not breach borrowing limits or covenants on any of its borrowing facilities.
-
ii. Surplus cash held by the operating entities over and above balance required for working capital management are invested in time deposits, choosing instruments
~145~
with appropriate maturities or sufficient liquidity to provide sufficient headroom as determined by the abovementioned forecasts.
-
iii. As of December 31, 2020 and 2019, except for non-current liabilities, the Group’s short-term borrowings, accounts payable and other payables are all due within one year. The balance of cash flow within one year is undiscounted and agrees with each account’s balance under the balance sheets.
-
iv. The table below analyses the Group’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date for non-derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows.
==> picture [409 x 28] intentionally omitted <==
----- Start of picture text -----
Between Between
December 31, 2020 Less than 1 year 1 and 2 years 2 and 5 years Over 5 years
----- End of picture text -----
| Non-derivative financial liabilities: Short-term borrowings Accounts payable Other payables Lease liability Long-term borrowings (including current portion) December 31, 2019 Non-derivative financial liabilities: Short-term borrowings Accounts payable Other payables Lease liability |
$ 336,069 154,426 51,775 26,727 6,846 Less than 1 year $ 405,857 167,432 78,415 29,426 |
$ - - - 22,102 29,836 Between 1 and 2 years $ - - - 28,000 |
$ - - - 46,993 89,751 Between 2 and 5 years $ - - - 61,365 |
$ - - - 120,595 2,999 Over 5 years $ - - - 139,803 |
|---|---|---|---|---|
(3) Fair value information
-
A. Details of the fair value of the Group’s financial assets and financial liabilities not measured at fair value are provided in Note 12(2)A.
-
B. The different levels that the inputs to valuation technique are used to measure fair value of financial and non-financial instruments have been defined as follows:
-
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.
-
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
-
Level 3: Unobservable inputs for the asset or liability. The fair values of the call and put options issued by the Group are included in Level 3.
~146~
13. SUPPLEMENTARY DISCLOSURES
(4) Significant transactions information
-
A. Loans to others: Please refer to table 1.
-
B. Provision of endorsements and guarantees to others: Please refer to table 2.
-
C. Holding of marketable securities at the end of the period ( not including subsidiaries, associates and joint ventures): None.
-
D. Acquisition or sale of the same security with the accumulated cost exceeding NT$300 million or 20% of the Company’s paid-in capital: None
-
E. Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: None.
-
F. Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: None.
-
G. Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more: None.
-
H. Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more: None.
-
I. Trading in derivative instruments undertaken during the reporting periods: None.
-
J. Significant inter-company transactions during the reporting periods: Please refer to table 3.
(5) Information on investees
Names, locations and other information of investee companies ( not including investees in Mainland China): Please refer to table 4.
(6) Information on investments in Mainland China
-
A. Basic information: Please refer to table 5.
-
B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: None.
(7) Major shareholders information
Major shareholders information: Please refer to table 6.
14. SEGMENT INFORMATION
(8) General information
Management has determined the reportable operating segments based on the reports reviewed by the Chief Operating Decision-Maker that are used to make strategic decisions. The Group manufactures and sells customized machinery and equipment and parts of automobiles and motorcycles from a geographic perspective and provides information for the Chief Operating Decision-Maker to review. The areas of sales and order receiving are separated into four major areas which are Singapore, China, Indonesia and Europe. The Company’s Chief Operating Decision-Maker also separates into these four areas when managing finance and reviewing operating performance, therefore, Singapore, China, Indonesia and Europe shall be reportable segments.
(9) Measurement of segment information
The Chief Operating Decision-Maker assesses the performance of operating segments based on segment revenues and profit or loss after tax.
~147~
(10) Information about segments and their profit or loss
The segment information provided to the Chief Operating Decision-Maker for the reportable segments is as follows:
Year ended December 31, 2020
| Reconciliation | Reconciliation | Reconciliation | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Singapore | Indonesia | China | Europe | elimination | Total | ||||||||
| Revenue from | |||||||||||||
| external | |||||||||||||
| customers | |||||||||||||
| Machinery and | $ | 28,597 |
$ | - |
$ | 7,287 |
$ | - |
$ | - |
$ | 35,884 |
|
| maintenance | |||||||||||||
| service | |||||||||||||
| Parts of | - | 41,851 | - | - | - | 41,851 | |||||||
| motorcycles | |||||||||||||
| Parts of | - | 243,080 | 743,245 | 92,719 | - | 1,079,044 | |||||||
| automobiles | |||||||||||||
| Processing | - | - | 9,566 | - | - | 9,566 | |||||||
| Medical devices | 15,266 | - | - | - | - | 15,266 | |||||||
| 43,863 | 284,931 | 760,098 | 92,719 | - | 1,181,611 | ||||||||
| Inter-segment | |||||||||||||
| revenue | 131,491 | - | 16,709 | - | ( | 148,200) |
- | ||||||
| Total segment | $ | 175,354 | $ | 284,931 | $ | 776,807 | $ | 92,719 | ($ | 148,200) | $ | 1,181,611 | |
| revenue | |||||||||||||
| Total segment profit (loss) |
($ | 43,599) | ($ | 30,377) | $ | 138,162 | ($ | 11,856) | ($ | 25,042) | $ | 27,288 | |
| Segment income | |||||||||||||
| (loss): | |||||||||||||
| Depreciation | ($ | 8,067) | ($ | 28,728) | ($ | 26,181) | ($ | 17,087) | $ | 1,797 | ($ | 78,266) | |
| Income tax | |||||||||||||
| expense | $ | 4,028 | ($ | 4,524) | ($ | 17,348) | ($ | 1,239) | ($ | 6,740) | ($ | 25,823) |
~148~
Year ended December 31, 2019
| Ye | arendedD | ece | mber31, | 2019 | 2019 | 2019 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reconciliation | |||||||||||||
| and | |||||||||||||
| Singapore | Indonesia | China | Europe | elimination | Total | ||||||||
| Revenue from | |||||||||||||
| external | |||||||||||||
| customers | |||||||||||||
| Machinery and | $ | 155,637 |
$ | - |
$ | 10,076 |
$ | - |
$ | - |
$ | 165,713 |
|
| maintenance | |||||||||||||
| service | |||||||||||||
| Parts of | - | 80,328 | - | - | - | 80,328 | |||||||
| motorcycles | |||||||||||||
| Parts of | - |
373,257 | 1,035,919 | 124,215 | - | 1,533,391 | |||||||
| automobiles | |||||||||||||
| Processing | - | - | 15,532 | - | - | 15,532 | |||||||
| Medical devices | 601 | - | - | - | - | 601 | |||||||
| 156,238 | 453,585 | 1,061,527 | 124,215 | - | 1,795,565 | ||||||||
| Inter-segment | |||||||||||||
| revenue | 109,916 | - | 56,371 | - | ( | 166,287) |
- | ||||||
| Total segment | $ | 266,154 | $ | 453,585 | $ | 1,117,898 | $ | 124,215 | ($ | 166,287) | $ | 1,795,565 | |
| revenue | |||||||||||||
| Total segment profit (loss) |
($ | 116,393) | $ | 3,025 | $ | 200,451 | ($ | 13,047) | ($ | 21,740) | $ | 52,296 |
|
| Segment income | |||||||||||||
| (loss): | |||||||||||||
| Depreciation | ($ | 7,809) | ($ | 33,220) | ($ | 30,760) | ($ | 18,940) | $ | 2,782 | ($ | 87,947) | |
| Income tax | |||||||||||||
| expense | ($ | 8,161) | ($ | 3,423) | ($ | 33,019) | ($ | 1,465) | ($ | 13,508) | ($ | 59,576) |
Note: Because the measurement amount of the Group’s assets does not include the measurement amount of segment assets reviewed by the Chief Operating Decision-Maker, therefore, the measurement amount of assets to be disclosed is $0 in accordance with IFRS 8, ‘Operating segments’.
(11) Reconciliation for segment income (loss)
As the Group’s Chief Operating Decision-Maker evaluates segment performance and determines how to allocate resources based on segment revenue and profit or loss, sales between segments are carried out at arm’s length. The revenue from external parties reported to the Chief Operating Decision-Maker is measured in a manner consistent with that in the statement of comprehensive income. The accounting policies of the operating segments are in agreement with the significant accounting policies summarized in Note 4, therefore, no adjustment to operating profit or loss is needed.
(12) Information on products and services
Please refer to Note 14(3).
(13) Major customer information
Major customer information of the Group for the years ended December 31, 2020 and 2019 is as follows:
~149~
| Years ended | December31, | |||
|---|---|---|---|---|
| 2020 | 2019 | |||
| Revenue | Segment | Revenue | Segment | |
| Customer A | 410,966 $ |
China | 635,935 $ |
China |
| Customer B | 158,346 | China | 112,486 | China |
| Customer C | 109,785 |
Indonesia | 203,043 | Indonesia |
~150~
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~151~
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~152~
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~153~
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~154~
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~155~
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~156~
- V. If the companies and other affiliated companies have incurred any financial difficulties in the latest year and up to the printing date of this annual report, the impact on the financial status of the Company: None.
~157~
Seven. A REVIEW AND ANALYSIS OF THE COMPANY’S FINANCIAL POSITION AND FINANCIAL PERFORMANCE, AND A LISTING OF RISKS
I. FINANCIAL POSITION
| I. FINANCIAL POSITION |
I. FINANCIAL POSITION |
I. FINANCIAL POSITION |
||
|---|---|---|---|---|
| Units: NT$ thousands | ||||
| Year Item |
2019 |
2020 | Difference | |
| Amount | % | |||
| Current asset | 1,716,011 | 1,693,943 |
(22,068) |
(1.29) |
| Property, plant and equipment | 249,421 | 266,663 |
17,242 |
6.91 |
| Other assets | 351,854 | 303,256 |
(48,598) |
(13.81) |
| Total assets | 2,317,286 | 2,263,862 |
(53,424) |
(2.31) |
| Current liabilities | 721,683 | 591,238 |
(130,445) |
(18.08) |
| Long-term liability | - | 112,175 |
112,175 |
N/A |
| Other liability | 266,796 | 261,686 |
(5,110) |
(1.92) |
| Total liabilities | 988,479 | 965,099 |
(23,380) |
(2.37) |
| Capital stock | 448,268 | 457,597 |
9,329 |
2.08 |
| Capital surplus | 372,244 | 342,507 |
(29,737) |
(7.99) |
| Retained Earnings | 492,743 | 500,030 |
7,287 |
1.48 |
| Exchange difference on translation of foreign financial statements |
(134,066) | (163,070) |
(29,004) |
21.63 |
| Treasurystock | (36,097) | - | 36,097 |
(100.00) |
| Total equity | 1,328,807 | 1,298,763 |
(30,044) |
(2.26) |
| Where the difference exceeds 20% and the amount is changed for NT$ 10,000,000, the analysis is as follow: 1. Increase in long-term liability: Mainly due to the company increases long-term borrowings to avoid liquidity debt risks. 2. Increase in exchange difference on translation of foreign financial statements: Mainly due to the depreciation of SGD against TWD in 2020. 3. Decrease in treasury stock: Mainly due to the company cancels the treasury stock of employees who have not transferred overdue. |
Source: The annual financial report that has been audited by CPA is based on IFRS.
~158~
II. Financial Performance:
(I) Financial Performance Analysis
Units: NT$ thousand
| Year Item |
2019 |
2020 | Amount of Increase (Decrease) |
% |
|---|---|---|---|---|
| OperatingRevenue | 1,795,565 | 1,181,611 | (613,954) | (34.19) |
| Gross Profit | 437,621 | 293,338 | (144,283) | (32.97) |
| OperatingExpenses | (324,601) | (238,857) | 85,744 | (26.42) |
| OperatingProfit | 113,020 | 54,481 | (58,539) | (51.80) |
| Non-operating income and expenses |
(1,148) | (1,370) | (222) | (19.34) |
| Profit before tax from continuing operations |
111,872 | 53,111 | (58,761) | (52.53) |
| Income Tax Expense | (59,576) | (25,823) | 33,753 | (56.66) |
| Profit for theyear | 52,296 | 27,288 | (25,008) | (47.82) |
| Other comprehensive income (loss) |
(57,404) | (46,933) | 10,471 | (18.24) |
| Total comprehensive income (loss)for theyear |
(5,108) | (19,645) | (14,537) | (284.59) |
| Where the difference exceeds 20% and the amount is changed for NT$ 10,000,000, the analysis is as follow: 1. Operating Revenue, gross profit, operating profit, profit before tax from continuing operations and decrease in profit for the year: Mainly due to the global COVID-19 impact and the overall decline in operations. 2. Decrease in operating expenses: Mainly due to the global COVID-19 impact, the company's management reduced salaries and comply with austerity measures. 3. Decrease in income tax expense: Mainly due to the global COVID-19 impact, the company's profit for the year has decreased, so the corresponding income tax expense also has decreased. 4. Increase in total comprehensive losses: Mainly due to an increase in the exchange difference on translation of foreign financial statements of foreign operating institutions in the current period. |
(II) Expected future sales volume and basis
Based on customers' estimated demand, and in viewing of capacity planning and past business experience, the Company set annual shipment target.
- (III) The Impact on the Company's future financial business and response plan
The Company is still in the growth stage of the industry, meanwhile, the Company will pay attention to market demand changes all the time, the development of new customers to enhance the Company's profits, continuing to maintain a stable and well financial situation.
~159~
III. CASH FLOW
(I) Analysis of liquidity in the coming year
| Item / Year | 2019 | 2020 | Amount of Increase (Decrease) |
% |
|---|---|---|---|---|
| Net cash flows from operating activities - inflow(outflow) |
401,312 | 204,993 | (196,319) | (48.92) |
| Net cash flows from investing activities - inflow(outflow) |
(184,611) | 84,133 | 268,744 | 145.57 |
| Net cash flows from financing activities - inflow(outflow) |
(38,550) | (2,646) | 35,904 | 93.14 |
| The main reason of change in cash flow in the latest year: 1. Decrease in cash inflow from business activities: Mainly due to the global COVID-19 impact, the current period's net profit decreased and the overall accounts receivable and inventory decreased compared with the previous period, resulting in a decrease in cash inflow from operating activities compared with the previous period. 2. Increase in cash inflow from investment activities: Mainly due to an increase in fixed deposits in the current period. 3. Decrease in cash outflow from financing activities: Mainly due to the company increases long-term borrowings to avoid liquiditydebt risks. |
- (II) An analysis of the Company's cash liquidity for the coming year
The Company has not yet experienced any shortage of liquidity. As of March 31, 2021, the cash on the Company's account is NT$682,509 thousand. Based on the 2021 budget estimate, it should be sufficient to pay the cash outflow from the investment and financing activities without an insufficient liquidity problem.
IV. The Impact of Major Capital Expenditure Items on Financial Service for Latest Year
The amount of property, plant and equipment purchased by the Company in 2020 is NT$7,907 thousand, which is to expand the production capacity in line with business needs and purchase production line machinery and equipment. The capital source is generated from operations. According to the profit situation of the company, it has no significant impact on the company's finance.
V. The Company's policy for the most recent year on investments in other companies, the main reasons for profit/losses resulting therefrom, plans for improvement, and investment plans for the coming year.
- (I) The Company’s Investment in Other Companies Policy
The Company focuses on what they do best. The policy of investments in other companies takes automobile and motorcycle components and press equipment as the investment target. The relevant executive departments shall follow the internal control system “Investment cycle” and “The Regulation of Acquiring or Disposing of Assets” and other procedures, which have been discussed and approved by the Board of Director or shareholders’ meeting.
~160~
(II) The Company's policy for the most recent year on investments in other companies, the main reasons for profit/losses resulting therefrom, plans for improvement.
| Units: NT$ thousand | Units: NT$ thousand | |||
|---|---|---|---|---|
| The name of investment company |
% | Recognized profit (loss) on investment in 2020 |
The reasons for profit/losses | Plans for improvement |
| Patec Pte. Ltd. | 100 | 49,500 |
Mainly due to investment income recognized under equity-method. |
None |
| Press Automation Technology Pte. Ltd. |
100 | (19,553) |
Mainly due to the global COVID-19 impact, resulting in a decrease in press equipment orders. |
Intends to gradually reduce the scale to reduce losses, and transfer the business to Wuxi Patec. |
| Wuxi Jingxin Precision Machining Co.,Ltd. |
93 | 128,985 |
Mainly due to the stable operation of automotive components orders. |
None. |
| Wuxi Patec Precision Machining Co., Ltd. |
93 | (2,035) |
Mainly due to the global COVID-19 impact, resulting in a decrease in press equipment orders. |
Actively consult and develop customers. |
| Patec Precision Kft | 100 | (20,305) |
Mainly due to the global COVID-19 impact, causing customers to reduce production |
Developed batteries (deep drawing) customers and actively follow up with customers to develop new projects |
| Patec Medical Supplies Pte. Ltd. |
58 | (4,483) |
Plans to merge the medical business into Patec Pte. Ltd. |
Intends to liquidate the company |
| Kabam Pte. Ltd. | 100 | 546 |
An order for a security robot has been received. |
None. |
| PT. Patec Presisi Engineering |
70 | (20,404) |
Mainly due to the global COVID-19 impact, causing customers to reduce production |
Actively consult and develop customers. |
| PT. PDF Presisi Engineering |
89 | (2,623) |
Mainly due to the global COVID-19 impact, causing customers to reduce production |
Actively consult and develop customers. |
~161~
| The name of investment company |
% | Recognized profit (loss) on investment in 2020 |
The reasons for profit/losses | Plans for improvement |
|---|---|---|---|---|
| PT. API Precision | 89 | (6,359) |
Mainly due to the global COVID-19 impact, causing customers to reduce production |
Actively consult and develop customers. |
(III) The investment plan for the coming year
The Company has stepped into the medical equipment market in recent years. According to the data of the Taiwan Institute of Economic Research, the scale of the global medical equipment market in 2019 reached US$411.6 billion, 5.77% higher than that in 2018. The preferential tax rate and deregulation on the medical materials industry in the United States will effectively promote the development of the industry. In developed countries and China, the population aging speed will accelerate, and the population of chronic diseases caused by the change of life style and the increasingly serious environmental pollution will increase, which will respectively make the demand of mobile medical aids and physiological monitoring system grow significantly. In addition, emerging countries continue to strengthen their basic medical construction, and will therefore have a significant demand for medical devices and equipment. For example, China continues to implement the "2030 Healthy China" strategy to substantially improve the level of medical facilities in the second and third tier urban hospitals in China. BMI Research points out that the global medical material market will reach US$425.3 billion in 2020. With excellent press and cold forming technology, the company not only reduces the environmental pollution caused by the production process, but also effectively improves the product precision and production efficiency. In 2020, the company was selected as a strategic partner of the Islamic Development Bank (IsDB) and cooperated with First Armour, a subsidiary of the King Abdullah II Research and Development Bureau (KADDB) of Jordan, to develop the first fully automated N95 mask in Amman, Jordan Production line. This successful cooperation is expected to expand the company's automated production line to other IsDB bank member states, such as Egypt, Lebanon, and Iraq, and look forward to bringing more profits to the company.
VI. RISK MATTERS
-
(I) The impact upon the Company's changes in interest, exchange rates and inflation in the latest year, and the measures the company plans to adopt in response:
-
The impact upon the Company's changes in interest and the measures the company plans to adopt in response:
-
To meet operational needs, the Group borrows long-term and short-term
-
loans, and the interest expense mainly comes from bank loans and convertible bonds. The Group’s interest expense in 2019 and 2020 is 12,605 thousand and 8,748 thousand respectively, accounting for the operating profit ratio 11.15% and 16.06% respectively in the current year. Facing risks arising from interest rate fluctuations, the financial department of the Group may take the following measures:
-
~162~
The financial units of the Group will keep an eye on the trend of interest rates and maintain good relationship with financial institutions to obtain a lower cost of capital and reduce liabilities when the company has abundant capital, so as to reduce the interest rate risk.
- The impact upon the Company's changes in exchange rates and the measures the company plans to adopt in response:
The Group is multinational operation, which gives rice to the risk of exchange rate in different currencies, including SGD, USD, RP$ and RMB. The relevant risk of exchange rate comes from business transactions, recognized assets and liabilities and the net investment of foreign operations. The Group’s exchange loss in 2019 and 2020 is (7,853) thousand and (13,734) thousand respectively, accounting for the operating profit ratio (6.95%) and (25.21%) respectively in the current year. Facing risks arising from exchange rate fluctuations, the financial department of the Group may take the following measures:
- (1) Financial personnel collect real-time foreign exchange information at any time, according to the future trend of exchange rates, maintain appropriate net foreign exchange position and provide business reference for quotation.
- (2) To adjust the position of foreign currency deposits according to the changes in exchange rates, if necessary, to reduce the exchange rate risk by taking buy forward or sell forward exchange agreement and borrowing debts for hedging purposes.
- (3) According to “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”, the “Operating Procedure for Derivatives Transaction” shall be stipulated as the basis for the transaction of derivative commodities, so as to limit the exchange losses of daily operations to a controllable range.
-
The impact upon the Company's changes in inflation and the measures the company plans to adopt in response:
-
The Group’s past profits and losses have not been significantly affected by
-
inflation. If the inflation leads to higher cost of goods purchased, the Group will adjust the sales price properly in addition, the group will review and compile relevant information for management decision making on a regular or irregular basis by referring to the economic data and reports of the government and research institutions.
-
-
(II) High-risk investments, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivatives transactions; the main reasons for the profits/losses generated thereby; and response measures to be taken in the future.
-
The policy of high-risk investments and highly leveraged investments, the main reasons for the profits/losses, and response measures to be taken in the future: The Group focuses on main business operation and has never evolved in
other high-risk industries. Moreover, the financial policy is based on the principle of conservatism and does not make high-leverage investment, so the risk is still limited.
- Regarding the policy of loans to other parties, the main reasons for the profits/losses, and response measures to be taken in the future:
The Group loans to other parties only toward the affiliated companies or the companies which has business with, and moreover, the Group shall comply with the regulations of "The Regulation for Management of Loans to Others" and handles the operation of financing. It has no impact on the profits or losses of the Group’s consolidated financial statements up to the printing date of this
~163~
annual report. The Company will keep following the regulations when it loans to other parties in the future in order to minimize the risk.
- Regarding the policy of endorsements and guarantees, the main reasons for the profits/losses, and response measures to be taken in the future:
The Group carries out endorsements and guarantees only toward the affiliated companies or the companies which has business with, and moreover, the Group shall comply with the regulations of the "endorsements and warranties" of the company and handles the operation of endorsements and guarantees. It has no impact on the profits or losses of the Group’s consolidated financial statements up to the printing date of this annual report. The Company will keep following the regulations when it engages in endorsements and guarantees in the future in order to minimize the risk.
- Regarding the policy of derivatives transactions, the main reasons for the profits/losses, and response measures to be taken in the future:
The purpose of trading derivatives is hedging the risk of foreign currency assets or debt which is caused by changes in exchange rates. At present, the Group mainly uses forward forex buying (selling) and is in compliance with the Company’s “Procedures for Financial Derivatives Transactions” to minimize the risk.
- (III) Future research and development projects, and expenditures expected in connection therewith:
Through the internal education and training, experience inheritance and well knowledge management policy, the Group and each subsidiary accumulated research and development team strength and strengthen the planning and R&D innovation ability of raw materials and products. The main scope of our research and development is to develop new products and process improvement. The Company provides customer high quality of products and services by improving current technical ability and manufacturing efficiency, the ability of developing products. In the future, the Company will continue to invest in research and development and process improvement to ensure the company's advantages in the industry.
- (IV) The impact upon the Company's financial operations of important policy and legal developments at home and abroad, and the measures the Company plans to adopt in response:
The Group has been closely observing the important change of policy and law in each investment area, and timely consults legal and accounting experts to evaluate, recommend and plan the response measures in order to fully understand and adapt to the changes of market environment. The important change of policy and law in each investment area has no significant impact on the Company's finance and business in the latest year and up to the printing date of this annual report.
(V) The impact on the Company's financial operations of developments in science, technology, and industry, and the measures the Company plans to adopt in response: In addition to collecting and analyzing the market and technical development and changes of various automobile and motorcycle components at any time to reduce the impact of technological changes, the Group also actively engages in the development of new products and the improvement of press process to stabilize and ensure the source of profits. The change of technology, and industry has no significant impact on the Company's finance and business in the latest year and up to the printing date of this annual report
~164~
- (VI) The impact of changes in the Company's image upon its crisis management, and the measures the Company plans to adopt in response
The group has always adhered to the principle of professional, integrity and sustainable management, and values importance to corporate image and risk control. The Group has no major changes in corporate image resulting in crisis management in the last year and up to the printing date of this annual report.
- (VII) The expected benefits and potential risks of any merger or acquisition, and measures to be adopted in response:
There is no plan for merger or acquisition in the last year and up to the printing date of prospectus. However, if there is any merger plan in the future, the Company will adhere to the prudent assessment attitude and consider whether or not merger will bring specific benefits to the company to ensure the protection of the Company’s interest and shareholders’ equity.
- (VIII) The expected benefits and potential risks of any plant expansion, and measures to be adopted in response:
The Group doesn’t have plan for plant expansion for the coming year.
-
(IX) The risks associated with any concentration of sales or purchasing operations, and measures to be adopted in response:
-
The risks associated with any concentration of purchasing operations, and measures to be adopted in response
The Group has more than two suppliers of major raw materials and maintains a good cooperative relationship to ensure the flexibility of procurement and disperse the source of purchase.
- The risks associated with any concentration of sales operations, and measures to be adopted in response
The Group mainly produces and sells automobiles and motorcycle components and press production line machine. The majority of customers are international well-known enterprises and their subsidiaries, among which the sales amount to the largest customer of automotive components accounts for more than 30% of the annual net sales. The main reason is that automotive industry is a closed market controlled by minority of companies, and the entry barrier is high. Moreover, in order to control the quality of product, most of automotive enterprises have their long-term stable cooperative suppliers, so it is industry characteristic that the concentration of sales among the world’s top automotive components manufacturers. In recent years, however, in addition to strengthening and consolidating the cooperative relationship with the customers, the group has also been actively developing new customers and dispersing its order sources, with a view to expanding the company's operation scale and further reducing the risk of sales concentration.
- (X) Effect upon and risk to the Company if a major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10 percent stake in the company has been transferred or has otherwise changed hands, and measures to be adopted in response
The directors and major shareholders holding more than 10% of the shares of the Company have no substantial transfer of shares in the latest year and up to the printing date of this annual report.
~165~
- (XI) Effect upon and risk to the Company associated with any change in governance personnel or top management, and measures to be adopted in response:
There is no change in governance personnel or top management happened up to the printing date of this annual report. The company has strengthened various corporate governance measures, invited independent directors with financial and legal expertise and set up an audit committee for the sake of enhancing the overall operating efficiency and strengthening the protection of shareholders' equity.
-
(XII) Litigious and non-litigious matters
-
If there has been any substantial impact upon shareholders' equity or prices for the Company's securities as a result of any litigation, non-litigious proceeding, or administrative dispute involving the company that was finalized or remained pending during the last two years and up to the printing date of this annual report: None.
-
If there has been any substantial impact upon shareholders' equity or prices for the company's securities as a result of any litigation, non-litigious proceeding, or administrative dispute involving a company director, supervisor, general manager, de facto responsible person, or major shareholder with a stake of more than 10 percent, and the matter was finalized or remained pending during the last two years and up to the printing date of this annual report: None
(XIII) Other important risks and measures to be adopted in response:
-
(1) The risk that losing the top management and middle manager: Since the Group was established, the operation strategy, business
-
experience and industrial contacts accumulated by top management and middle manager have enabled the group to make substantial progress in business expansion. Therefore, the retention of top management and middle manager has a significant impact on the normal operation. The Group is committed to providing a competitive compensation and bonus system, supplemented by employee training, growth and promotion plans, and internal work environment improvement and optimization, to enhance the identification and coherence between top management and middle manager and the company, hence top management and middle manager are rather stable in many years.
-
(2) The management faces the challenge that the Company becomes listed company.
Although the Group has made remarkable achievements in the business of automobile component industry, after the stock listing, the Company has to face the vast investors, shareholders and professional investment institutions. Furthermore, the Group is a foreign company, it still needs some time to adopt and understand the relevant securities and regulations in Taiwan. Before applying for listing, the Group has been recruiting suitable talents for the operation of the Company, and organises excellent teams to serve as strong backing for the management to meet the challenges of becoming a listed company.
- (3) The protection of shareholders' equity
There are many different regulations in companies between Caymen Islands and R.O.C. There are also many different regulations for companies’ operation in both countries. Investors’ view of shareholders’ equity on investing companies in R.O.C. cannot be used for investing companies in Caymen Islands. Investors should understand and consult with professionals ensuring whether or not there is a risk that an investment in Caymen Islands will not be protected by shareholders’ equity.
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Except the above, the Company’s measures to be adopted in response are as follow:
The Company has amended Article of Association in accordance with “Important matters in connection with protection of shareholder' equity of foreign issuer's country of registration checklist” stipulated by Taiwan Stock Exchange and fully disclosed the difference between Article of Association and checklist in the annual report. In the future, if there are major law changes in the Cayman Islands, the Company will also adhere to the principle of full disclosure of information so that investors, creditors and other information users have sufficient and appropriate information to make investment decisions.
(4) Information Security
In terms of information security risk control, the Company has established and implemented the information security management system, and formulated information security policy documents to standardize the information security of the Company. The Company also conducts information security risk assessment and internal information security cycle audits on a regular basis every year to ensure the effectiveness of the management system and legal compliance. Therefore, the risk of information security is not a major operational risk of the Company.
VII. Other Major Items: None
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Eight. Special Disclosure
I. INFORMATION RELATED TO THE COMPANY’S AFFILIATES
(I) Organizational Chart of Affiliated Companies:
==> picture [502 x 290] intentionally omitted <==
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(II) Information on Affiliated Companies
December 31, 2020; Unit: NT$ dollar
| Company Name | Date of Incorporation |
Address | Capital Stock | Main Business Activity |
|---|---|---|---|---|
| Patec Pte. Ltd. | 09/2006 | 54 Serangoon North Avenue4 #05-01 Cyberhub North Singapore 555854 |
SG$ 31,286,731 | Investment holding and buying and selling press machines |
| Press Automation Technology Pte. Ltd. |
09/1992 | 54 Serangoon North Avenue4 #05-01 Cyberhub North Singapore 555854 |
SG$ 6,247,100 | Assembly and selling of equipment |
| Wuxi Jingxin Precision Machining Co.,Ltd. |
02/2002 | No. C21-1, Shuofang Industrial Park Area, Phase 5, Xinwu Dist., Wuxi,China. |
US$ 5,000,000 | Manufacturing and selling of automotive components |
| Patec Precision Kft Co.,Ltd. |
07/2008 | 3534 Miskolc, Muhi u. 2/a Hungary |
HUF$ 157,250,000 | Manufacturing and selling of automotive components |
| Patec Medical Supplies Pte. Ltd. |
03/2017 | 54 Serangoon North Avenue4 #05-01 Cyberhub North Singapore 555854 |
SG$ 1,035,000 | Sales medical device and equipment |
| Kabam Pte. Ltd. | 08/2018 | 54 Serangoon North Avenue4 #05-01 Cyberhub North Singapore 555854 |
SG$ 100,000 | Application sales of manipulators |
| PT. Patec Presisi Engineering |
08/1997 | Jl. Angsana Raya Blok L3-01 Delta Silicon Industrial Park, Lippo Cikarang, Bekasi 17550, Indonesia |
US$ 6,200,000 | Manufacturing and selling of automotive and motorcycle components |
| Wuxi Patec Precision Machining Co., Ltd. |
07/2009 | No. C21-1, Shuofang Industrial Park Area, Phase 5, Xinwu Dist., Wuxi,China. |
RMB 10,000,000 | Assembly and selling of equipment |
| PT. API Precision | 03/2011 | Jl. Angsana Raya Blok L3-01 Delta Silicon Industrial Park, Lippo Cikarang, Bekasi 17550, Indonesia |
US$ 1,670,000 | Manufacturing and selling of automotive components |
| PT. PDF Presisi Engineering |
09/2011 | Jl. Angsana Raya Blok L3-01 Delta Silicon Industrial Park, Lippo Cikarang, Bekasi 17550, Indonesia |
US$ 1,360,000 | Manufacturing and selling of automotive components |
-
(III) Shareholders in Common of Patec and Its Subsidiaries with Deemed Control and Subordination: None
-
(IV) The industries covered by the business operated by the affiliates overall: The industries covered by the affiliates overall include the production, manufacture and sale of automotive and motorcycle parts and accessories, and the sale of medical equipment and robotic arms.
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(V) Directors, Supervisors and Presidents of Affiliated Companies:
| As of December 31, 2020; Unit: Shares | As of December 31, 2020; Unit: Shares | As of December 31, 2020; Unit: Shares | ||
|---|---|---|---|---|
| Company Name | Title | Name or Representative |
Shareholding | |
| Shares | Percentage shareholding (%) |
|||
| Patec Pte. Ltd. | Director Director |
Wee Liang Kiang Goh Mui Teck William |
− − |
− − |
| Press Automation TechnologyPte. Ltd. |
Director Director |
Wee Liang Kiang Goh Mui Teck William |
− − |
− − |
| Wuxi Jingxin Precision Machining Co., Ltd. |
Director Director Director Director Director |
Wee Liang Kiang Goh Mui Teck William Chang Ping Wee Hong Jie OngJian Ming,Gary |
− − − − − |
− − − − − |
| Patec Precision Kft | Director Director Director |
Wee Liang Kiang Wee Hong Jie ChangPing |
− − − |
− − − |
| Patec Medical Supplies Pte. Ltd. |
Director | Wee Liang Kiang | − | − |
| Kabam Pte. Ltd. | Director | Wee HongJie | − | − |
| PT. Patec Presisi Engineering |
President Director Director Director Director Director President Commissioner Commissioner Commissioner |
Wee Hong Jie Ong Boon Hock Ong Jian Ming, Gary Budi Wirawan Kong Djohan Wee Liang Kiang Asan Tatang Sean Hsu |
− − − − − − − − |
− − − − − − − − |
| Wuxi Patec Precision MachiningCo.,Ltd. |
Executive director Supervisor |
Wee Liang Kiang PingChang |
− − |
− − |
| Yancheng JingXin Precision Machining Co.,Ltd. |
General Manager | Ping Chang | − | − |
| PT. API Precision | President Director Director Director President Commissioner Commissioner |
Wee Hong Jie Ong Boon Hock Kong Djohan Wee Liang Kiang Budi Wirawan |
62,500 − 125,000 − − |
3.74% − 7.49% − − |
| PT. PDF Presisi Engineering |
President Director Director Director Director President Commissioner |
Wee Hong Jie Ong Boon Hock Liao, Tze-Huan Thomas Rahmat Wee LiangKiang |
− − − − − |
− − − − − |
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(VI) The financial position and results of operations of affiliated companies
Unit: NT$ thousands
| Name | Capital | Total Assets |
Total Liabilities |
Net Value | Sales | Operating Profit(Loss) |
Profit for the year(After income tax) |
EPS(Dollar) (After income tax) |
|---|---|---|---|---|---|---|---|---|
| Patec Pte. Ltd. | 709,809 | 982,295 | 251,784 | 730,511 | 110,821 | (39,472) | (36,785) | Note |
| Press Automation TechnologyPte. Ltd. |
354,175 | 174,759 | 25,187 | 149,572 | 59,996 | 560 | 372 | Note |
| Wuxi Jingxin Precision MachiningCo.,Ltd. |
166,164 | 1,328,655 | 224,052 | 1,104,603 | 757,094 | 157,465 | 138,162 | Note |
| Patec Precision Kft Co., Ltd. |
210,643 | 325,979 | 303,794 | 22,185 | 92,720 | (9,763) | (11,856) | Note |
| Patec Medical Supplies Pte. Ltd. |
12,996 | 6,797 | 226 | 6,571 | 13,735 | (7,733) | (7,733) | Note |
| Kabam Pte. Ltd. | 2,301 | 1,840 | 7,540 | (5,700) | 4,523 | 546 | 546 | Note |
| PT. Patec Presisi Engineering |
139,483 | 371,887 | 78,580 | 293,307 | 230,700 | (13,287) | (20,513) | Note |
| Wuxi Patec Precision MachiningCo.,Ltd. |
43,023 | 86,795 | 1,015 | 85,780 | 20,684 | (3,655) | (2,556) | Note |
| PT. API Precision | 34,314 | 32,219 | 19,359 | 12,860 | 47,873 | (8,385) | (7,163) | Note |
| PT. PDF Presisi Engineering |
37,595 | 49,196 | 13,675 | 35,521 | 46,028 | (3,258) | (2,948) | Note |
Note: Not limited company, so earnings per share cannot be calculated.
(VII) Consolidated Financial Statements on Affiliated Companies: refer to page 100 -156
(VIII) Reports on Affiliated Companies: Not applicable.
-
II. Privately placed securities handling status in the Latest Year and up to the Printing Date of this Annual Report: None.
-
III. Shares in the Company held or disposed of by subsidiaries in the latest year and up to the printing date of this annual report: None.
-
IV. Other Necessary Supplementary Notes: None.
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V. The description of significant difference in the regulations on the protection of Taiwan’s shareholders' equity:
The Company has amended its Articles of Association in accordance with important matters in connection with protection of shareholder equity listed in the “Important matters in connection with protection of shareholder' equity of foreign issuer's country of registration checklist”, issued by Taiwan Stock Exchange on December 25, 2019. However, some important matters concerning the protection of shareholder' equity are not applicable under the laws of the Cayman Islands. Please refer to the following table for details (the English version of the Articles of Association shall prevail, and the following Chinese contents are for reference only)
| contents are for reference only) | |
|---|---|
| Important matters in connection with protection of shareholder equity |
Regulations of Articles and reasons for differences |
| The definition of “Special Resolution” is that where shareholders representing more than two-thirds of the total number of issued shares of the company present the shareholders' meeting, the resolution is implemented with the consent of more than half of vote cast of present shareholders. Where the total number of shares of present shareholders is less than the aforesaid quota may shareholders representing more than half of the total number of issued shares present the shareholders' meeting, the resolution is implemented with consent of two-thirds of vote cast of present shareholders. |
In accordance with the requirement of Letter issued on 2010.04.13 TSEC No. 0991701319 by Taiwan Stock Exchange, article 38 and article 2(1) of Articles of Association stipulates that Special Resolution is the resolution that being passed by more than two-thirds of vote cast of Members as, being entitled to do so, vote in person or, in the case of any Members being Juristic Persons, by their respective duly authorized representatives or, where proxies are allowed, by proxy, present at a general meeting, which Members representing more than half of the total number of issued shares of the Company. At the same time, it complies with the requirements of the Cayman law and Taiwan Company Act on the voting ratio of public companies. |
| 1. A company shall not cancel its shares, unless a resolution on capital reduction has been adopted by its shareholders' meeting; and capital reduction shall be effected based on the percentage of shareholding of the shareholders pro rata. 2. A company reducing its capital may return share prices (or the capital stock) to shareholders by properties other than cash; the returned property and the amount of such substitutive capital contribution shall require a prior approval of the shareholders’ meeting and obtain consents from the shareholders who receive such property. 3. The board of directors shall first have the value of such property and the amount of such substitutive capital contribution set forth in the preceding Paragraph audited |
Articles 14 to 18 of the Cayman Islands’ company law have strict procedures and substantive rules for share capital reduction, and the relevant regulations are mandatory regulations, which can be amended only by the change of articles of association. The standard requirements are rather difference in share capital reduction between Cayman Islands’ company law and matters in connection with protection of shareholder' equity checklist. For the avoidance of doubt, based on the advices given from attorney of Cayman Islands, the Company hereby amend article 14 of the articles of association. The Company may reduce its share capital in the manner authorised, and subject to any conditions prescribed by the Law and the Applicable Listing Rules. As for the standard requirements of the matters in connection with protection of shareholder' equity checklist for the Company's |
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| Important matters in connection with protection of shareholder equity |
Regulations of Articles and reasons for differences |
|---|---|
| and certified by a certified public accountant before the shareholders’ meeting. |
capital reduction, the Company uses the way of purchase of shares, which are stipulated in article 22(1) of the Article of Association so as to achieve the standard requirements specified in the left-hand column. |
| 1. If the general shareholders’ meeting is held outside the R.O.C, it shall be reported to the stock exchange for approval within two days after the board of directors' resolution or the shareholders’ convening permission obtained from the competent authority. 2. When the general shareholders’ meeting is held outside the R.O.C., the Company shall engage a professional Shareholder Service Agent within the R.O.C. to handle the shareholders’ voting matters. |
As stipulated in the article 30 of Articles of Association, “During the Relevant Period, all general meetings shall be held in the R.O.C.” and no exception, it is no longer necessary to regulate the procedures for approval or declaration of shareholders’ meeting held outside the R.O.C. In addition, foreign issuer will hold general meeting within the R.O.C. during the Relevant Period, but foreign issuer shall engage a professional Shareholder Service Agent within R.O.C to handle the shareholders’ voting matters. |
| Any one or more Member(s) holding at least three percent (3%) of the issued and outstanding Shares of the Company for a period of one year or a longer time may, by depositing the requisition notice specifying the proposals to be resolved and the reasons, request the Board to convene an extraordinary general meeting. If the board of directors fails to give a notice for convening a special meeting of shareholders within 15 days after the filing of the request, the proposing shareholder(s) may, after obtaining an approval from the competent authority, convene a special meeting of shareholders on his/their own. |
Since the foreign issuer is a company established in accordance with the Caymen Islands law, there is no local competent authority who is responsible for reviewing whether or not shareholders shall convene meeting their own. Article 31 of the current Articles of foreign issuer provides that Any one or more Member(s) holding at least three percent (3%) of the issued and outstanding Shares of the Company for a period of one year or a longer time may, by depositing the requisition notice specifying the proposals to be resolved and the reasons, request the Board to convene an extraordinary general meeting. If the Board does not give notice to Members to convene such meeting within fifteen (15) days after the date of the requisition notice, the proposing Member(s) may convene a general meeting. In respect of the requested shareholders may convene a shareholders' meeting by themselves in the preceding sentence, there is no need to obtain approval from the competent authority. This is in accordance with the requirement of Letter issued on 2010.04.13 TSEC No. 0991701319 by Taiwan Stock Exchange, and this shall have no adverse effect on shareholders' equity. |
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| Important matters in connection with protection of shareholder equity |
Regulations of Articles and reasons for differences |
|---|---|
| A shareholder who casts his/her/its vote in writing or by way of electronic transmission shall be deemed to have attended the said shareholders’ meeting in person. |
A Member who exercises his voting power at a general meeting by way of a written ballot or by electronic transmission, in Caymen Islands, shall be deemed to have appointed the chairman of the general meeting as his proxy to vote his Shares at the general meeting. Therefore, article 56 of the Articles provides that the chairman of the general meeting shall be deemed to have been appointed as proxy. |
| In case a shareholder who has exercised his/her/its voting power in writing or by way of electronic transmission intends to attend the shareholders' meeting in person, he/she/it shall, two days prior to the meeting date of the scheduled shareholders' meeting and in the same manner previously used in exercising his/her/its voting power, serve a separate declaration of intention to rescind his/her/its previous declaration of intention made in exercising the voting power under the preceding Paragraph Two. In the absence of a timely rescission of the previous declaration of intention, the voting power exercised in writing or by way of electronic transmission shall prevail. |
In Ogier's opinion, to the best of his knowledge, there are no relevant court decisions in the Cayman Islands. However, the British case (which is a persuasive case for the Cayman Islands court) held that even if the proxy was not revoked in the manner provided for in the Articles, it did not prevent the shareholder from cast the vote in person and excluding the calculation of the voting right of the entrusted agent. Article 57 of the Articles of Association of foreign issuers stipulates “In case a Member who has cast his votes by a written instrument or by way of electronic transmission intends to attend the relevant general meeting in person, he shall, at least two (2) day prior to the date of the general meeting, revoke such votes by serving a notice in the same manner as he cast such votes. In the absence of a timely revocation of such votes, such votes shall prevail. Nonetheless, a Member who attends and votes at a general meeting in person would be deemed to have revoked his prior voting instructions by a written instrument or by way of electronic transmission, notwithstanding that such shareholder has not submitted a revocation notice in accordance with this Article 57.” Which means that after Members have cast their votes by a written instrument or by way of electronic transmission, they don’t follow the rules mentioned in article 57 of Article of Association revoking such votes by serving a notice in the same manner as they cast such votes at least two days prior to the date of the general meeting, and still attend and vote at a general meeting in person. Notwithstanding that the Members have not actually sent notice of revocation, the |
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| Important matters in connection with protection of shareholder equity |
Regulations of Articles and reasons for differences |
|---|---|
| Members’ attendance and exercise of their cast shall be deemed to have revoked their prior written or electronic exercise of their cast in accordance with the Articles of Association in order to comply with the requirements of the Cayman law. |
|
| 1. One or more Members holding three percent (3%) or more of the total number of the outstanding shares continuously for a period of more than one year may request in writing the Supervisor to file, on behalf of the Company, an action against a Director, and Taiwan Taipei District Court of the R.O.C shall be the court of competent jurisdiction for the first instance. 2. If the supervisor does not file a lawsuit within 30 days after the request is filed by the shareholders, shareholders may file a lawsuit for the company, and Taiwan Taipei District Court of the R.O.C shall be the court of competent jurisdiction for the first instance. |
The Company does not have supervisors as it is foreign issuer. Therefore, according to Company Act, the regulation that the minority shareholders request the supervisor to file a lawsuit against the director, the Company can replace the supervisor listed in the left column with an independent director. On the basis of article 85 of Articles of Association, minority Members request the Board to authorise any Independent Director to file, on behalf of the foreign issuers’, an action against a Director who has, in the course of performing his/her duties, committed any act resulting in damage to the Company or in violation of the Law, the Applicable Listing Rules or these Articles, with a competent court, including the Taiwan Taipei District Court of the R.O.C. |
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Nine. Any event that results in substantial impact on the shareholders’ equity or prices of the Company’s securities as prescribed by Subparagraph 2, Paragraph 2, Article 36 of the Securities and Exchange Act that have happened in the Latest Year and up to the Printing Date of this Annual Report: None.
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