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SAMPO Annual Report 2020

Sep 7, 2021

51876_rns_2021-09-07_8d05e56d-197e-4d93-8bc7-3602ca3ba4e1.pdf

Annual Report

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Stock Code: 1604

==> picture [118 x 37] intentionally omitted <==

SAMPO CORPORATION

2020 Annual Report

Printed on: April 30, 2021 Visit the Taiwan Stock Exchange Market Observation Station System Website to query the annual report of SAMPO CORPORATION: https://mops.twse.com.tw

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

Notice to readers

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

I. Name, title, contact number and email address of company spokesperson and deputy spokesperson:

Spokesperson

pokesperson:
Spokesperson
Name Title Contact Number Email Address
CHIANG,
CHUAN-TIEN
Assistant Vice
President
(03)397-5151 Ext.1711 [email protected]

Deputy Spokesperson

Name Title Contact Number Email Address
KAO, CHIH-
CHENG
Director (03)397-5151 Ext.1234
[email protected]

II. Address and telephone number of headquarters, branches and industrial factories:

Name Address Telephone Number
Headquarters No. 26-3, Dinghu Rd., Gueishan Dist., Taoyuan City (03)397-5151
Northern branch office No.26, Dinghu Rd., Gueishan Dist., Taoyuan City (03)397-5151
Taoyuan Hsinchu Miaoli
branch office
2nd Floor, No. 135, Guangming 3rd Road, Zhubei
City, Hsinchu County
(03)558-9090
Central part branch
office
15th Floor, No. 360, Beitun Road, Beitun District,
Taichung City
(04)2243-5188
Yunlin Chiayi Tainan
branch office
No. 567, Section 2, Bo'ai Road, Chiayi City, Chiayi
County
(05)235-7702
Kaohsiung Pingtung
branch office
No. 198, Minquan 2nd Road, Qianzhen District,
Kaohsiung City
(07)3318270
Eastern branch office No. 7, Daoxing 1st Street, Ji'an Township, Hualien
County
(03)851-3959
Home Appliances
Division
No.26, Dinghu Rd., Gueishan Dist., Taoyuan City (03)397-5151

III.The name, address, website and telephone number of the stock transfer agency:

Agency: Yuanta Securities Co., Ltd. Registrar & Transfer Agency Dept. Address: B1F.,No.210,Sec.3,Chengde Rd.,Taipei City 103 Website: http://agent.yuanta.com.tw/index.htm Telephone number: (02)2586-5859

IV. The name, firm name, address, website and phone number of the Certificated Public

Accountants (CPAs) of the financial report for the most recent year:

、 Names of CPAs: YOU,SU-HUAN LIN,YI-HUI

Accounting firm: DELOITTE AND TOUCHE Address: 20F, Taipei Nan Shan Plaza No. 100, Songren Rd., Xinyi Dist., Taipei City Website: http://www.deloitte.com.tw Telephone number: (02)2725-9988

  • 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:

Names of Overseas Securities Exchange: Luxembourg Stock Exchange Access method information: http://www.bourse.lu

VI. Company Website: http://www.sampo.com.tw

Table of Contents

Table of Contents

Table of Contents Table of Contents
One. Report to Shareholders ............................................................................................................. 1
Two. Company Profile ....................................................................................................................... 6
I. Establishment date .............................................................................................................. 6
II. Company history ................................................................................................................ 6
Three. Corporate governance ........................................................................................................... 7
I. Organizational system ........................................................................................................ 7
II. Profiles of Directors, Supervisors, President and Vice Presidents, Associate Vice
Presidents, Heads of the Departments and Branches ......................................................... 9
III. Remuneration paid to Directors, Supervisors, the President, and the Vice President in the
most recent year ................................................................................................................ 14
IV. The pursuit of Corporate Governance .............................................................................. 19
V. Independent auditor’s fee ................................................................................................. 45
VI. Change of CPAs ................................................................................................................ 46
VII. The company’s chairman, President, or any manager involved in financial or accounting
affairs being employed by the CPA Firm or any of its affiliates within the year ............. 47
VIII. Shareholding transfers and share collateralization within the latest year, up till the
publication date of this annual report, initiated by directors, supervisors, managers and
shareholders with more than 10% ownership interest ...................................................... 47
IX. Information on the top ten shareholders in shareholding ratio and are related parties or
with a relationship of being a spouse or a relative within the 2nddegree of kinship ........ 49
X. Investments jointly held by the company, the company’s directors, supervisors, managers,
and enterprises directly or indirectly controlled by the company, with shareholding
disclosed in aggregate of the said parties ......................................................................... 50
Four Capital Overview .................................................................................................................... 51
I. Capital & Shares ............................................................................................................... 51
II. Issuance of Corporate Bonds. ........................................................................................... 56
III. Issuance of Preferred Stock .............................................................................................. 56
IV. Issuance of Global Depository Receipts ........................................................................... 56
V. Employee Stock Warrant and New Shares to Employees with Restricted Rights ............ 57
VI. Issuance of New Shares in Connection with the Merger or Acquisition of Other
Companies. ....................................................................................................................... 57
VII. Financing Plans and Implementation:. ............................................................................. 57
Five. Operational Overview ............................................................................................................ 58
I. Business Contents ............................................................................................................. 58
II. Market and Sales Overview .............................................................................................. 63
III. The information of employees within the last two years and up to the printing date of the
annual report ..................................................................................................................... 75
IV. Information on Environmental Protection Expenditure ................................................... 75
V. Employer and employee relationships .............................................................................. 75
VI. Major contracts ................................................................................................................. 76
Six. Financial Information .............................................................................................................. 78
I. Condensed Balance Sheet and and Income Statement of the Most Recent Five Years .... 78
II. Financial Analysis of the Most Recent Five Years ........................................................... 82
III. Audit report on the most recent year financial statements by the Audit Committee ........ 84
IV. Latest financial statements ............................................................................................... 85
V. Individual financial statements of the Company audited and attested by CPAs in the most
recent year....................................................................................................................... 169
VI. Financial Difficulties Experienced by the Company and Its Affiliated Companies in the
Most Recent Year up to the Date of Publication of This Annual Report, and Their Impact
on the Company's Financial Position ............................................................................. 245
Seven. Review and Analysis of Financial Status and Performance and Risk Management ... 246
I. Analysis of Financial Status ........................................................................................... 246
II. Financial Performance .................................................................................................... 247
III. Cash Flow ....................................................................................................................... 248
IV. Impact of Major Capital Expenditures on Corporate Finances and Business for the Most
Recent Year ..................................................................................................................... 248
V. The major causes for profits or losses incurred by investments during the most recent
year; rectifications and investment plans for the next year ............................................ 249
VI. Risk analysis and evaluation and response ..................................................................... 249
VII. Other aspects................................................................................................................... 254
Eight. Special Disclosures .............................................................................................................. 255
I. Information on affiliated companies ............................................................................... 255
II. Private Placement of Securities of the Most Recent Year up to the Publication Date of
this Annual Report .......................................................................................................... 262
III. Holding or Disposal of the Company's Shares by the Subsidiaries of the Most Recent
Year up to the Date of Publication of this Annual Report .............................................. 262
IV. Other Necessary Supplements ........................................................................................ 262
Nine. Events of Considerable Impact on Shareholders’ Equity or on Prices of Securities as
Specified in Subparagraph 3, Paragraph 2 of Article 36 of the Securities and Exchange Act 263

Report to shareholders

One. Report to Shareholders

Dear Shareholders, Ladies and Gentlemen:

The world was severely affected by the COVID-19 pandemic and economic recession in 2020. The pandemic in Taiwan was properly controlled and the domestic market demand was with a stable momentum, added with the relevant stimuli measures provided by the government and the retaliatory consumption booms, resulting in home appliance sales growth. The company’s product sales are satisfactory owing to the proper internal resource integration and sales strategies. Also, the gains from the investment in other industries and the profits from the disposal of assets have helped make the overall operating income and profits better than expected.

SAMPO CORPORATION focuses not only on sales performance but also on developing brands and consumers in various ways to help make the brand name wellknown. In addition to receiving the Golden Merchant Awards this year, which is the highest honor in Taiwan’s business community, the company has not forgotten the benevolent spirit of the founder, Mr. Chen, Maobang, that is, “feedback to the society,” and continues to promote charity activities. The 2020 business operation and the 2021 business plan are as follows:

I. Business result in 2020

  • (I) Implementation of operational plan:

The company’s consolidated operating income was NT$7.67002 billion in 2020, an increase of 7.8% from the year of 2019. The consolidated operating net income was NT$527.31 million, an increase of NT$229.51 million from the year of 2019.The consolidated net income was NT$1.836 billion, an increase of NT$1.06314 billion from the year of 2019.

  • (II) Financial income and expenditure analysis:

The net cash inflow from the consolidated operating activities in 2020 was NT$377.24 million, the net cash inflow from investing activities was NT$1.22222 billion, and the net cash outflow from financing activities was NT$1.92789 billion. The ending cash and cash equivalents decreased by NT$330.49 million, and the balance of cash and cash equivalents wasNT$834.05 million.

(III) Profitability analysis:

million.
Profitability analysis:
Item 2020 2019
Return on consolidated
assets
14.83% 6.46%
Return on consolidated
shareholders’equity
24.67% 11.69%
Consolidated net profit ratio 23.94% 10.86%
Consolidated earnings per
share
NT$4.86/share NT$2.00/share
  • 1 -

Report to shareholders

(IV)Research and development status:

The company invested NT$99.32 million in consolidated research and development for the year of 2020. The company continued to conduct product research and development for an integrated design, such as, frequency conversion technology, sterilization technology, energy saving and carbon reduction, and the Internet of Things (IoT) for smart home appliances. Continue the innovation of products and technologies, such as, NANO-TI aurora titanium antibacterial refrigerator, Pico pure Nano water ion washing machine, smart inverter air conditioner, and quantum dot QLED display, etc.

The company had outperformed other local branding companies in Taiwan last year and was awarded with the “2020 Reader’s Digest Trusted Brands” three gold awards in the home appliance category (the “Sampo Washing Machine” and “Oven, Microwave” were awarded for two consecutive years). The “Sampo Big/Fresh Refrigerator” was awarded for the first time this year. The company intends to research, develop, and manufacture more MIT products to meet the needs of consumers.

II. Summary of business plan 2021

  • (I) Operating strategy:

SAMPO CORPORATION was incorporated in 1936 for the production and service of digital home appliance, and is committed to the research and development of high-quality and high-tech home appliances. At the same time, integrates marketing, logistics, after-sales service, and e-commerce platforms to provide consumers with one-stop service and to become the leading brand in Taiwan’s home appliance market.

SAMPO makes “sincerity,“ “team,“ and “innovation” its core value and truly believes that “talents” are the key to the sustainable operation of an enterprise. Base on the spirit of “humanity” to treat employees with sincerity and care, to form loyalty to the organization, and to create a harmonious working environment with harmonious labor-management relations.

  • (II) Expected sales volume:

The introduction of new products and a diversified sales model are the key to the sales growth of the company. In terms of products, the company believes in introducing innovative technology, popular cosmetic design, and tailor-made home appliances for Taiwanese consumers. Under the influence of the pandemic, consumers are becoming aware of home environment and health; therefore, the demand for clean and healthy home appliances is increasing significantly, which will also help increase the sales volume in the future.

The sales model is favorable to the young people. More comprehensive integrated marketing, such as, proprietary online sales, informercial programs, heterogeneous advertising cooperation, and experience sharing and recommendation, will successfully attract consumers’ attention, increase sales

  • 2 -

Report to shareholders

momentum, and promote overall sales performance to grow.

(III) Important production and marketing policies:

The core competence of SAMPO is to stay “close to the market.” The completion of the Tainan plant allows Sampo to uphold the spirit of focusing more on “MIT” local operation, from product research and development, design and production, transportation and logistics, installation services, etc., and to provide a total solution starting from fulfilling local demands. The investment in new plants, new equipment and new products helps accelerate the balance of supplies and services to the North-South distributors, provide a faster and more complete sales network, and have SAMPO’s products distributed across Taiwan.

Current market demand is constantly diversified and fragmented. The company exercises its transformation ability to meet market demand differentiation in products and services. In terms of product innovation, observer market changes, adjust the pace of promoting product innovation and brand rejuvenation, and extend brand loyalty. In terms of sales channels, actively assists distributors to change and grow; also, expands other physical channels and virtual e-commerce platforms, fast-growing micro-channels, diversified marketing methods, and other sales channels.

  • (IV)The influence of the external competition environment, the legal environment, and the macroeconomic environment:

  • External competition environment: The third brand has been taking up market share in Taiwan with a very low price in the recent years, and major Chinese manufacturers, such as, Midea and Gree, have also actively participated in market competition. While facing severe external challenges, the company, on one hand, is more actively seeking external cooperation channels with the intention of jointly forming a national air-conditioning team in order to jointly develop a new generation of air-conditioning products. Actively acquire the resources related to the government’s policies of supporting local enterprises in order to strengthen the competitiveness of SAMPO’s air-conditioning business.

On the other hand, SAMPO continues to develop market in Taiwan that is different from the practice of competitors by increasing outsourcing to reduce costs. The completion of the Tainan factory that cost the company’s hundreds of millions of dollars is officially in service this year with new manufacturing equipment invested, production efficiency improved, and high value-added home appliances developed specially for Taiwan continuously.

  1. Regulatory environment: The stimuli check campaign and goods tax relief and subsidies program were officially launched in the second half of the last year. SAMPO also responded to the government’s stimuli check policy with a lot of resources invested in publicity so to enhance consumer’s buying power with many activities arranged. The government urges the public to save power consumption that will continue to drive the rapid growth of energy-saving

  2. 3 -

Report to shareholders

home appliances.

  1. Macroeconomic environment: The industry in Taiwan was seriously affected by the outbreak of COVID-19 pandemic last year. Fortunately, the demand for the air-conditioner and pandemic-related products of the home appliance industry was fueled by hot weather and the launch of stimuli checks. The sales major home appliances brands increased significantly from the same period of last year.

Although the COVID-19 pandemic remains severe worldwide, the relation of Sino-USA under the Biden administration is easing up along with the successful development of the vaccine. The economic activities in Taiwan continue to be active, and the domestic market remains promising under the precondition of no global traveling in the near future.

  • (V) The company’s future development strategy:

  • Deepen the development of distributors and form loyalty: Sampo and its distribution partners are a “unity” and an alliance. The company is able to generate more profits and expand market share only by continuing to work hard and grow together with distribution partners.

  • The Tainan plant starts production and improves operational efficiency: The Tainan plant is fully constructed, so the company will actively deploy production line relocation to balance north-south distribution services. The company has demonstrated its determination to operate with the deployment of production lines. At present, more than 90% of Sampo washing machines and refrigerators are awarded with the MIT Smile Mark. The “Made in Taiwan” effort demonstrates our commitments to quality, technology, and speed that provide more protections to consumers and distribution systems.

  • Grasp business opportunities and increase product values: The raw materials costs and sea and air freight charges have increased significantly since last year; therefore, all home appliances makers have been under the pressure of high costs. The price increase of commodities in this year is observable. Facing the price increase of international raw materials and freight, SAMPO will use its advantage in manufacturing to increase the value of products to feedback to consumers.

  • Develop market opportunities and improve company performance: The company uses SAP ERP system to fully promote the company’s digital transformation, hoping to create a high-efficiency and intelligent operation model in order to effectively improve personnel efficiency and decisionmaking quality. The company will continue to uphold the core values of “brand,” “access,” and “service” to integrate the Group’s resources and distribution channels, to deepen the domestic market, and develop new blue ocean strategic business opportunities. This is our opportunity to make SAMPO great again.

  • 4 -

Report to shareholders

Although there remain many crises and variables in operation this year, the company continues to uphold a positive and optimistic attitude to work together conquering the difficulties and developing Taiwan in-depth and feedback to this beautiful place with love and care. Develop the science and technology park, logistics, catering, and senior citizen home along with the construction of the corporate headquarters to complete the business territory. Sampo aims to gradually achieve the goal of “leading the trend of home appliances and creating new trend for the industry” and truly achieve the goal of “2021, No. 1 in Taiwan” in order to live up to the expectations of all employees and investors.

Wish All shareholders Good health and happy life!

Chairman Chen Mao-Bang Industry and Commerce Development Foundation President HSU, CHING-CHAO Accounting officer CHIANG, CHUAN-TIEN

  • 5 -

Company Profile

Two. Company Profile

I. Establishment date

September 11, 1962

II. Company history

  • 1936 Chen Maobang and his brothers founded DONGZHENGTANG RADIO EQUIPMENT CO., LTD. that was the predecessor of Sampo Corporation.

  • 1962 Established Dongxing Electric Co., Ltd., and planned to build a factory in Banqiao City, Taipei County.

  • 1964 Merged DONJOY ELECTRIC CO., LTD. and DONGXING ELECTRIC CO., LTD. with Sampo Electric Co., Ltd. incorporated at the same time. Produced black-and-white TV sets, refrigerators, and other electrical appliances.

  • 1965 Set up sales offices in Taichung, Chiayi, Tainan, and Kaohsiung, and set up service stations in major cities and towns of Taiwan.

  • 1969 The specialized factory for electronic equipment, such as, capacitors in Tucheng Township, Taipei County (Tucheng Factory II) was in production. Technically cooperated with JAPAN SHARP CORPORATION in Japan to produce color TV sets. Preparing to set up a professional factory for export.

  • 1970 Approved to trade on the stock market. 1971 Tucheng Factory III was officially in production. Tucheng Plant II cooperated with Ishii Manufacturing Co., Ltd. in Japan cooperated to produce aluminum terminals for electrolytic capacitors.

  • 1973 Preparing to set up a TV plastic case manufacturing plant (Tucheng Factory IV). The head office was relocated to a new site at No. 217, Section 3, Nanjing East Road, Taipei City in December 1973.

  • 1974 Expand the business scope and change the name to “Sampo Corporation.” 1974 Incorporated “AMIGO LOGISTICS CORPORATION.” 1980 Established a color TV manufacturing plant in Atlanta, Georgia, USA. 1989 Incorporated “RECHI PRECISION CO., LTD.” 2003 Successfully issued GDR (Global Depository Receipts) and was the first home appliance manufacturer in Taiwan to successfully raise funds overseas.

  • 2015 Entered the e-commerce platform and set up e-Payless online shopping website.

  • 2015 Incorporated “SAMPO HOME INC.” 2017 Incorporated “DONGGUAN SAMPO ELECTRONICS CO., LTD.” 2018 Constructed Tainan Plant 2018 Incorporated “SAMPO JAPAN Co., Ltd.” 2018 Incorporated “Sampo International Food Service Co., Ltd.”

  • 6 -

Corporate governance

Three. Corporate governance

I. Organizational system

(I) Organizational structure

==> picture [317 x 371] intentionally omitted <==

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

Shareholders
Meetings
Remuneration
Committee
Audit Committee
Chairman of the
Board of Directors
Secretary of the
Board of Directors
Auditing Department
Constructional development
and management department
President
Appliances R&D
Domestic Sales & Resource
and Manufacture
Marketing Center Management Center Overseas Business
Center
Department
----- End of picture text -----

  • 7 -

Corporate governance

(II) Business operations of main segments

Segment Business operations
Auditing Department Perform internal audits of the company and affiliates
Constructional
development and
management
department
Manage the company’s land development, construction,
operation management and control, and asset disposal
matters.
Domestic Sales &
Marketing Center
Responsible for brand promotion, the sales of new
products, brown goods, white goods, and home
appliances and product marketing planning in Taiwan;
also, develop e-commerce platforms and develop online
shopping market operations and marketing related
operations. In addition, the respective customer service
department is responsible for the company’s product
maintenance services and customer consulting services.
Appliances R&D and
Manufacture Center
Refrigerators, washing machines, air conditioners,
displays, electronic signage, and various white goods
and black goods R&D, planning, manufacturing, and
purchasing matters.
Resource Management
Center
Manage the company’s logistics resources management
and control affairs, including: Accounting, finance,
business management; implementation and

maintenance of related information system development
and information security; human resources, general
affairs, and legal affairs management, supervision,
implementation, and rule and regulations enactment
(revision).
Overseas Business
Department
Responsible for overseas sales of electronic products.
  • 8 -

Corporate governance

II. Profiles of Directors, Supervisors, President and Vice Presidents, Associate Vice Presidents, Heads of the Departments and Branches

(I) Profiles of Directors and Independent Director

April 17,2021 April 17,2021 April 17,2021 April 17,2021
Title
(Note 1)
Nationality
or place of
registration


Name
Gender Date of
(elected to)
office
Tenure
Initial date of
elected to
office
(Note 2)

Quantity of shareholding at
the time of elected to office
Quantity of shareholding
at present
Shareholding of
spouse and
dependents at
present
Shareholding in the
name of a third party
Major (academic
degree) experience
(Note 3)
Holding
other
positions
of the
Company
and other
companies
at present
Other executive, director or
supervisor who is a spouse or
kindred within the 2nd tier
underthe CivilCode
Remarks
(Note 4)
Shares Shareholding
percentage

Shares
Shareholding
percentage

Shares
Shareholding
percentage

Shares
Shareholding
percentage

Title
Name Relation
Chairman R.O.C Chen Mao-Bang Industry
and Commerce
Development Foundation
- 2020.06.12 3
years
2021.06.15 2,360,032
0.61%

2,360,032

0.61%

None None None None
Institutional
Director’s
representative

R.O.C
Chen Mao-Bang Industry
and Commerce
Development Foundation
Representative: CHEN,
SHENG-TIEN
Male 3
years
319
0%

0
0% 0 0% Department of Civil
Engineering, Utah
State University
Note (I) Vice
Chairman

Chen,
Sheng-
Chuan
Brother None
Vice
Chairman
R.O.C Chen, Sheng-Chuan Male 2020.06.12 3
years
2002.06.19 8,769,932
2.37%

7,000,932

1.81%

0
0% 0 0% Master of Electrical
Engineering,
University of
Cincinnati
Note (I) None CHEN,
SHENG-
TIEN
Brother None
Institutional
Director
R.O.C Chen Zhang Xiu Ju
Culture and Education
Foundation
- 2020.06.12 3
years
2011.06.15 4,006,453
1.03%

4,006,453

1.03%

None None None None
Institutional
Director’s
representative

R.O.C
Chen Zhang Xiu Ju
Culture and Education
Foundation
Representative: HSU,
CHING-CHAO
Male 3
years
474,000
0.12%

0
0% 0 0% Department of
Economics, Chinese
Culture University
Note (I) None None None None
Director R.O.C Chen, Sheng-Wei Male 2020.06.12 3
years
2009.06.22 8,122,698
2.10%

8,122,698

2.10%

0
0% 0 0% Master of Business
Administration,
California State Univ.
Stanislaus
Note (I) None None None None
Independent
Director
R.O.C Chian, Chen-Rong Male 2020.06.12 3
years
2011.06.15 80,000
0.02%

80,000

0.02%

0
0% 0 0% PhD, Department of
Business
Administration,
University of
Maryland School of
Management
Note (I) None None None None
Independent
Director
R.O.C Lou, Yung-Chien Male 2020.06.12 3
years
2014.06.16 0
0%

0

0%

0
0% 0 0% PhD in Marketing,
University of Illinois
Urbana-Champaign
Note (I) None None None None
Independent
Director
R.O.C Huang, Chiu-Yung Male 2020.06.12 3
years
2017.06.15 0
0%

0

0%

0
0% 0 0% Chairman of ICHIA
TECHNOLOGIES,
INC.
Note (I) None None None None

Note 1: Institutional shareholders are to have the name of institutional shareholders and representatives presented separately (for the representative of institutional shareholders, the name of the institutional shareholders should be indicated) and fill in Table below.

Note 2: Fill in the date of being elected as the director or supervisor for the first time and with the discontinuity stated, if any.

  • 9 -

Note 3: An experience relevant to the current position, such as, employed by the independent auditor’s firm or its affiliated companies throughout the time period referred to above, please state the job title and the job responsibilities. Note 4: The chairman of the company and the general manager or equivalent (the top manager) are the same person, are relatives of each other, such as spouse or one parent, should explain the reasons, rationality, necessity and corresponding measures (such as increasing the number of independent directors and should More than half of the directors have not served as employees or managers, etc.) related information

Note I: Directors and Independent Director also assuming a job position with the Company and other companies

Name ofdirector Current job positionwiththe Company and othercompanies Name ofdirector Current job positionwiththe Company and othercompanies
Director: Chen Mao-
Bang Industry and
Commerce
Development
Foundation
Representative: CHEN,
SHENG TIEN
Chairman of RECHI PRECISION CO., LTD.
Chairman of RECHI INVESTMENTS CO., LTD.
Chairman of Rechi Holdings Co., Ltd
Chairman of AMIGO LOGISTICS CORPORATION
Chairman of SAMPO JAPAN INC.
Chairman of SAMPO International Food Service Co., Ltd.
Independent director:
Chian, Chen-Rong
Chairman of ISTRON INTERNATIONAL CO., LTD.
Chairman of SMART BIOTECHNOLOGY CO., LTD.
Chairman ofTAIWAN-ASAHI ENVIRONMENTAL TECHNOLOGY CO., LTD.
Chairman of DIAMOND TECHNICAL & TRADING CORP.
Independent Director of DIAMOND TECHNICAL & TRADING CORP.
Independent Director of FIT HOLDING CO., LTD.
Independent director, audit committee member, and remuneration committee member of ALPHA
NETWORKS INC.
Professional technician at a level of adjunct professor in the Department of Aerospace Engineering,
Tamkang University
Director: Chen Zhang
Xiu Ju Culture and
Education Foundation
Representative: Hsu,
Ching-Chao
Director of AMIGO LOGISTICS CORPORATION
Director of NISSIN GLOBAL LOGISTICS (TAIWAN) CO., LTD.
Independent director:
Lou, Yung-Chien
Professor of Business Administration, National Chengchi Universit
Director of Integrated Service Technology Inc.
Director: Chen, Sheng
Chuan
Chairman of NUCOM INTERNATIONAL CORPORATION
Director of RECHI PRECISION CO.,LTD.
SAMPO CORPORATION
Director of Sampo International Trade and Investment Co., Ltd.
Director of AMIGO LOGISTICS CORPORATION
Director of DongGuan Sheng Bo Electronics Co., Ltd.
Director of YEASHIN INTER. DEVELOPMENT CO., LTD.
Independent director:
Huang, Chiu-Yung
Chairman of ICHIA TECHNOLOGIES, INC.
Chairman of CREATIVE INVESTMENT CO., LTD.
Chairman of FERRARI INVESTMENT CO., LTD.
Chairman of ICHIA UK LTD.
Chairman of ICHIA HOLDINGS (H.K.)CO., LTD.
Chairman of ICHIA HOLDINGS (B.V.I) CO., LTD.
Chairman of ICHIA USA INC.
Chairman of ICHIA INTERNATIONAL TRADING LTD.
Director of ICHIA RUBBER INDUSTRY (M) SDN BHD
Independent director, audit committee member, and remuneration committee member of ULTRA CHIP,
INC.
RemunerationCommitteememberof ISHENGELECTRIC WIRE& CABLECO.,LTD.
Director: Chen, Sheng
Wei
Director of FUDY INVESTMENT CO., LTD.
Director of TOKO UNIVERSITY
MONET INVESTMENT CO.,LTD.

1. Corporate shareholders' main shareholders

1. Corporate shareholders' main shareholders 1. Corporate shareholders' main shareholders
April 17,2021
Name of corporate shareholder (Note 1) Major shareholders of corporate shareholders(Note 2)
Chen Mao-Bang Industry and Commerce Development
Foundation
Not applicable
Chen ZhangXiu Ju Culture and Education Foundation Not applicable

Note 1: Where a director or supervisor is a representative of a institutional shareholder, the name of the institutional shareholder shall be entered.

  • Note 2: Fill out the name of main shareholders (with top ten shareholding rate) and the shareholding ratio of the legal entity shareholder.

Note 3: If the legal entity shareholder is not in the company organization, the name and shareholding ratio of the said shareholder shall be disclosed is the name of the investor or donor and the percentage of their fund or donation

  • 10 -

Corporate governance

  1. Professional qualifications and independence analysis of directors and supervisors

As of April 17, 2021

As of April As of April As of April As of April As of April As of April As of April As of April As of April As of April As of April As of April 17,2021
Criteria
Name
Meet One of the Following Professional
Qualification Requirements, Together
with at Least Five Years Work
Experience
Independence Criteria (Note2) Number of
Other Public
Companies
in Which the
Individual is
Concurrently
Serving as
an
Independent
Director

An Instructor or
Higher Position
in a Department
of Commerce,
Law, Finance,
Accounting, or
Other Academic
Department
Related to the
Business Needs
of the Company
in a Public or
Private Junior
College, College
or University
A Judge, Public
Prosecutor,
Attorney, Certified
Public Accountant,
or Other
Professional or
Technical Specialist
Who has Passed a
National
Examination and
been Awarded a
Certificate in a
Profession
Necessary for the
Business of the
Company

Have Work
Experience
in the Areas
of
Commerce,
Law,
Finance, or
Accounting,
or
Otherwise
Necessary
for the
Business of
the
Company

1
2 3 4 5 6 7 8 9 10 11 12
CHEN,
SHENG-TIEN
(Note1)
V V V V V V V V None
Chen, Sheng-
Chuan
V V V V V V V V 1
HSU, CHING-
CHAO
(Note1)
V V V V V V V V V V None
Chen, Sheng-
Wei
V V V V V V V V V V V None
Chian, Chen-
Rong
V V V V V V V V V V V V V V 3
Lou, Yung-
Chien
V V V V V V V V V V V V V 1
Huang, Chiu-
Yung
V V V V V V V V V V V V V 1
  • Note 1: Mr. CHEN, SHENG-TIEN is the delegate appointed b “Chen Maobang Industry and Business Development Foundation.”

Mr. HSU, CHING-CHAO is the delegate appointed “Chen Zhang Xiu Ju Culture and Education Foundation.”

  • Note 2: Please tick the corresponding boxes that apply to the directors or supervisors during the two years prior to being elected or during the term of office.

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

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

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

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

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

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

  • If the chairperson, general manager, or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses: not a director (or governor), supervisor, or employee of that other company or institution. Not apply to independent directors

  • 11 -

  • appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

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

  • 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.

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

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

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

  • 12 -

Corporate governance

(II) Background information of the President, Vice Presidents, Assistant Vice Presidents and heads of various departments and branches

various departments various departments various departments various departments various departments and branches and branches and branches and branches and branches and branches and branches and branches
April 17,2021
Title
(Note 1)
Nationality Name Gender
Date of
(elected to)
office
Shareholding Shareholding of
spouse and
dependents at present
Shareholding in the
name of a third
party
Major work
experience
(education)
(Note 2)
Current position at another company Spouse or kin within
the second pillar
under the Civil Code
and who is a
manager
Remarks
(Note 3)
Shares Shareholding
percentage
Shares Shareholding
percentage
Shares Shareholding
percentage
Title Name Relation
President R.O.C HSU,
CHING-
CHAO
Male 2019.03.04 474,000
0.12%

0
0%
0
0% DEPARTMENT OF
ECONOMICS,
CHINESE
CULTURE
UNIVERSITY
Director of AMIGO LOGISTICS
CORPORATION
Director of NISSIN GLOBAL
LOGISTICS (TAIWAN) CO., LTD.
None None None None
Vice
President
R.O.C PENG,
CHUN-
YEN
Male 2021.03.01 180,527
0.05%

354

0%

0
0% DEPARTMENT OF
BUSINESS
MANAGEMENT,
NATIONAL
CENTRAL
UNIVERSITY
Chairman of QUANBAO
INVESTMENT CO., LTD.
Chairman of SAMPO HOME INC.
Chairman of SAMPO ASSET
MANAGEMENT CO., LTD.Director
of Sampo International Trade and
Investment Co., Ltd.
Director of NISSIN GLOBAL
LOGISTICS (TAIWAN) CO., LTD.
Director of SAMPO
INTERNATIONAL FOOD SERVICE
CO.,LTD.
None None None None
Vice
President
R.O.C CHEN,
YE-
KWAN
Male 2021.03.01 262,004
0.07%

0

0%

0
0% Department of
Systems and Naval
Mechatronic
Engineering, National
Cheng Kung
University
Chairman of DEBAO HOME
APPLIANCE CO., LTD.
Chairman of DONGGUAN SAMPO
ELECTRONICS CO., LTD.
Director of NELONG ENTERPRISE
CORPORATION LTD.
None None None None
Assistant
Vice
President
R.O.C CHIANG,
CHUAN-
TIEN

Male
2021.03.01 393,000
0.10%

0

0%

0
0% DEPARTMENT OF
ACCOUNTING, TUNGHAI
UNIVERSITY
Supervisor of SAMPO
INTERNATIONAL FOOD SERVICE
CO.,LTD.
None None None None
Assistant
Vice
President
R.O.C Chang,
Chiao-
Wei
Female 2021.04.01 99,000
0.03%

0

0%

0
0% EMBA, National
Taiwan University
None None None None None

Note 1: It should include the information disclosure of the General Manager, Deputy General Manager, Associate Manager, department heads, and branch officers; also, the position equivalent to General Manager, Deputy General Manager or Associate Manager. Note 2: An experience relevant to the current position, such as, employed by the independent auditor’s firm or its affiliated companies throughout the time period referred to above, please state the job title and the job responsibilities.

Note 3: The general manager or equivalent (the top manager) and the chairman of the company are the same person, are relatives of each other, such as spouse or one parent, should explain the reasons, rationality, necessity and corresponding measures (such as increasing the number of independent directors and should More than half of the directors have not served as employees or managers, etc.) related information.

  • 13 -

III. Remuneration paid to Directors, Supervisors, the President, and the Vice President in the most recent year

(I) Remuneration to general and independent directors (collective disclosure by name and range of remuneration):

Unit: NT$/ thousand shares/NT$ thousand/%

Title Name Remunerationto directors Remunerationto directors Remunerationto directors Remunerationto directors Remunerationto directors Remunerationto directors Remunerationto directors Remunerationto directors The sum of A, B, C
and D in proportion to
Earnings
(Note 10)
The sum of A, B, C
and D in proportion to
Earnings
(Note 10)
Remuneration foremployees wi Remuneration foremployees wi Remuneration foremployees wi Remuneration foremployees wi thconcurrent positions thconcurrent positions thconcurrent positions thconcurrent positions The sum of A, B, C,
D, E, F and G in
proportion to Earnings
(Note 10)
The sum of A, B, C,
D, E, F and G in
proportion to Earnings
(Note 10)

Remuneration
received from
the invested
companies
other than the
subsidiaries
and the parent
company
(Note 11)
Director fees (A)
(Note 2)
Pension
(B)
Remuneration to
directors (C)
(Note 3)
For services (Note 4) Salaries, bonuses,
special allowances etc
(E) (Note 5)
Severance payment
and pension (F)
Remuneration to employees (G)
(Note 6)
The
Company
All
companies
mentioned
in the
financial
statements
(Note 7)
The
Company
All
companies
mentioned
in the
financial
statements
(Note 7)
The
Company
All
companies
mentioned
in the
financial
statements
(Note 7)
The
Company
All
companies
mentioned
in the
financial
statements
(Note 7)
The
Company
All
companies
mentioned
in the
financial
statements
The
Company
All
companies
mentioned
in the
financial
statements
(Note 7)
The
Company
All
companies
mentioned
in the
financial
statements
(Note 7)
The Company All companies
mentioned in the
financial
statements (Note
7)
The
Company
All
companies
mentioned
in the
financial
statements
Amount
in cash
Amount
in stock
Amount
in cash
Amount
in stock
Director Chairman Chen Mao-
Bang Industry
and Commerce
Development
Foundation
0 0 0 0 16573 16573 140 140 0.9% 0.9% 14518 14645 594 594 0 0 0 0 1.8% 1.7% 4338
Representative:
CHEN,
SHENG-TIEN
Vice
Chairman
Chen, Sheng-
Chuan
Consultant Chen Zhang
Xiu Ju Culture
and Education
Foundation
Representative:
CHEN, LIEN-
CHUN (As of
6/11)
Representative:
HSU, CHING-
CHAO (As of
6/12)
President
Director Chen, Sheng-
Wei
Independent
director
Independent
director
Chian, Chen-
Rong
3,984 3,984, 0 0 0 0 105 105 0.2% 0.2% 0 0 0 0 0, 0 0 0 0.2% 0.2% 0
Independent
director
Huang, Chiu-
Yung
Independent
director
Lou, Yung-
Chien
1. Please specify the policy, system, standards, and structure of the remuneration paid to independent directors, and specify the relation between the amount of remuneration paid and their responsibilities, risks assumed, time contributed, and other factors: The remuneration paid
to independent directors by the Company has been clearly stipulated in the Company's Articles of Association.
2. Pay for services (such as non-employee consultant) specified in the financial statements provided by directors in the previous year not specified above:0
Note: The salary of the chauffeur for Chairman Chen, Sheng-Tien was NT$1,336 thousand, that for Vice Chairman Chen, Sheng-Chuan was NT$787 thousand, that for Director Chen, Lien-Chun (as of June 11) was NT$370 thousand, that for Director Hsu, Ching-Chao (starting
from June 12)was NT$322 thousand.

*Please specify the relevant information on directors (general directors) and independent directors separately.

  • 14 -

Corporate governance

Payment scale

Payment scale Corporate governance Corporate governance Corporate governance Corporate governance
Payment scale of remuneration to the Directors of the
Company
Name of director

Sum of the said four types of remunerations (A+B+C+D)
Sum of the said seven types of remunerations (A+B+C+D+E+F+G)
The Company (Note 8) All companies mentioned in the
financial statements (Note 9) H
The Company (Note 8) All companies mentioned in the
financial statements (Note 9) I
Less than NT$1 million CHEN, SHENG-TIEN; CHEN,
LIEN-CHUN; HSU, CHING-
CHAO
CHEN, SHENG-TIEN; CHEN,
LIEN-CHUN; HSU, CHING-
CHAO
None None
NT$1,000,000 (Incl.) – NT$2,000,000 (Excl.) Chian Chen-Rong; Huang, Chiu
Yung; Lou Yung Chien
Chian Chen-Rong; Huang, Chiu
Yung; Lou Yung Chien
HSU, CHING-CHAO; Chian
Chen-Rong; Huang, Chiu Yung;
Lou Yung Chien
HSU, CHING-CHAO; Chian
Chen-Rong; Huang, Chiu Yung;
Lou Yung Chien
NT$2,000,000 (Incl.) – NT$3,500,000 (Excl.) Chen Zhang Xiu Ju Culture and
Education Foundation; Chen,
Sheng Wei
Chen Zhang Xiu Ju Culture and
Education Foundation; Chen,
Sheng Wei
Chen Zhang Xiu Ju Culture and
Education Foundation; Chen,
Sheng Wei; CHEN, LIEN-CHUN
Chen Zhang Xiu Ju Culture and
Education Foundation; Chen,
Sheng Wei; CHEN, LIEN-CHUN
NT$3,500,000 (Incl.)–NT$5,000,000 (Excl.) Chen, Sheng-Chuan Chen, Sheng-Chuan None None
NT$5,000,000 (Incl.) – NT$10,000,000 (Excl.) Chen Mao-Bang Industry and
Commerce Development
Foundation
Chen Mao-Bang Industry and
Commerce Development
Foundation
Chen Mao-Bang Industry and
Commerce Development
Foundation; CHEN, SHENG-
TIEN
Chen Mao-Bang Industry and
Commerce Development
Foundation; CHEN, SHENG-
TIEN
NT$10,000,000(Incl.)–NT$15,000,000(Excl.) None None Chen,Sheng-Chuan Chen,Sheng-Chuan
NT$ 15,000,000 (incl.)–NT$ 30,000,000 (Excl.) None None None None
NT$ 30,000,000 (Incl.)–NT$ 50,000,000 (Excl.) None None None None
NT$ 50,000,000 (incl.)–NT$100,000,000 (Excl.) None None None None
More than NT$100 million None None None None
Total 10 10 10 10
  • Note 1: Names of directors should be separately disclosed (Institutional shareholders should disclose the names of the institutional shareholders and representatives separately). The amount of remuneration should be disclosed in summary. If a director concurrently serves as the President or Senior Vice President, this Form and Form (3-2-1) or (3-2-2) must be filled out.

  • Note 2: It refers to the directors’ compensation received for the recent year (including salaries of the directors, special responsibility allowance, severance pay, various bonuses, incentives, etc.).

  • Note 3: It refers to the remuneration of directors to be distributed in accordance with the proposal for distributing the recent year’s earnings adopted at a meeting of board of directors and such proposal has not yet been submitted to the Shareholders’ Meeting for approval.

  • Note 4: It refers to the relevant expenses for business operations paid to directors for the recent year (including transportation allowance, special allowance, various allowances and the provision of dormitory and vehicle, etc.).When a car, house and other transportation or personal expense are provided, the nature and cost of the assets provided, the actual or estimated rental expense based on a fair market price, gas expense, and other payments should be disclosed. Further, if a chauffeur is assigned, please also disclose the relevant compensation paid to such chauffeur in the Note. However, such amount shall not be included in the remuneration.

  • Note 5: It refers to the salaries, special responsibility allowance, severance pay, various bonuses, incentives, transportation allowance, special allowance, and the provision of dormitory and vehicle received by the director(s) who concurrently serve(s) as employee(s) (includingPresident, Senior Vice President, and other managerial officers and employees) in the recent year. When a house, car, and other transportation or personal expense are provided, the nature and cost of the assets provided, the actual or estimated rental expense based on afair market price, gas expense, and other payments should be disclosed. Further, if a chauffeur is assigned, please also describe the relevant compensation paid to such chauffeur in the Note. However, such amount shall not be included in the remuneration. In addition, thesalary expense recognized in accordance with IFRS 2 “Share-based payment” includes the acquisition of employee stock warrant, employee restricted stock, and subscription of new shares from cash capitalization.

  • Note 6: It refers to the employee remuneration (including stock and cash) received by the directors who concurrently serve(s) as employee(s) (including concurrent President, Senior Vice President, and other managerial officers and employees) in the recent year. It is required to disclose the amount of employee remuneration to be distributed in accordance with the proposal for distributing the recent year’s earnings adopted at a meeting of board of directors and such proposal has not been submitted to the Shareholders’ Meeting for approval. Ifsuch amount is unable to be estimated, the amount can be determined in accordance with the actual distribution ratio for last year. Form 1-3 shall be filled out as well.

  • Note 7: Disclose the total amount of remuneration paid to the directors by all the companies included in the consolidated financial statements (including the Company).

  • Note 8: Disclose the name of the directors in the respective range of total remuneration received from the Company.

  • Note 9: Disclose the name of the directors in the respective range of total remuneration received from all the companies included in the consolidated financial statements (including the Company). Note 10: It refers to the net income of the recent year. After the adoption of IFRS.

  • 15 -

  • Note 11: a. It is required to specify in this column the relevant remuneration amount the directors of the Company received from the reinvested companies other than the subsidiaries.

  • b. If the Company’s director has received the relevant remuneration from the reinvested companies other than the subsidiaries, the received amount should be included in Column J. In addition, the column title shall be revised as “All reinvested companies.”

  • c. Compensation shall mean the remuneration, reward, employee bonus, and expense for business operation paid to the Company’s director(s) by the reinvested companies other than the subsidiaries and such directors concurrently serve(s) as director(s), supervisor(s),or managerial officer(s) of the reinvested companies.

(II) Remuneration to Supervisor (name is disclosed in the respective column of the range of remuneration table according to the lump sum payment method): Not applicable.

(III) Remuneration to President and Vice President (name is disclosed in the respective column of the range of remuneration table according to the lump sum payment method):

Unit: Thousand shares/NTD thousand/%

Title Name Director fees (A)
(Note 2)
Director fees (A)
(Note 2)
Pension
(B)
Pension
(B)
Remuneration to
directors (C)
(Note 3)
Remuneration to
directors (C)
(Note 3)
Remuneration to employees (D)
(Note 4)
Remuneration to employees (D)
(Note 4)
Remuneration to employees (D)
(Note 4)
Remuneration to employees (D)
(Note 4)
The sum of A, B, C and
D in proportion to
Earnings (%) (Note 8)
The sum of A, B, C and
D in proportion to
Earnings (%) (Note 8)
Collect the
remuneration
from the
reinvestment
except the
subsidiary or
the
remuneration
from the
parent
company
(Note 9)
The
Company
All
companies
included in
the financial
statements
(Note 5)
The
Company
All
companies
included in
the financial
statements
(Note 5)
The
Company
All
companies
included in
the financial
statements
(Note 5)
The Company All companies
included in the
financial
statements
(Note 5)
The
Company
All
companies
included in
the financial
statements
Amount
in cash

Amount
in stock


Amount
in cash
Amount
in stock
President HSU,
CHING-
CHAO
2,801 2,810 54 54 4,743 4,743 0 0 0 0 0.4% 0.4% 0
Vice President
(As of June
2020)
YANG,
CHENG-
MIN
  • Disregarding position titles. All such job positions including general manager, vice general managers (e.g., President, Chief Executive Officer (CEO), Superintendent….) shall be disclosed.

  • The salary of the chauffeur for President Hsu, Ching-Chao was NT$579 thousand.

  • 16 -

Corporate governance

Payment scale

Payment scale
Payment scale of remunerations paid to the President and Vice
Presidents of the Company
Names ofthePresident and VicePresidents
The Company (Note 6) All companies shown in the financial report
(note 7)E
Less thanNT$1 million None None
NT$1,000,000 (Incl.)–NT$2,000,000 (Excl.) None None
NT$2,000,000 (Incl.)–NT$3,500,000 (Excl.) YANG, CHENG-MIN YANG, CHENG-MIN
NT$3,500,000 (Incl.)–NT$5,000,000 (Excl.) HSU, CHING-CHAO HSU, CHING-CHAO
NT$5,000,000 (Incl.)–NT$10,000,000 (Excl.) None None
NT$10,000,000 (Incl.)–NT$15,000,000 (Excl.) None None
NT$15,000,000 (Incl.)–NT$ 30,000,000 (Excl.) None None
NT$30,000,000 (Incl.)–NT$50,000,000 (Excl.) None None
NT$ 50,000,000 (Incl.)–NT$100,000,000 (Excl.) None None
More thanNT$100million None None
Total 2 2
  • Note 1: Names of General Manager and Deputy General Manager should be separately disclosed. The amount of remunerations should be disclosed in summary. If a director concurrently serves as the General Manager or Deputy General Manager, this Form and Form (1-2-1) or (1-2-2) must be filled out.

  • Note 2: It refers to the General Manager and Deputy General Manager’s salary, special responsibility allowance, and severance pay.

  • Note 3: It refers to the bonuses, incentives, transportation allowance, special allowance, the provision of dormitory and vehicle, and other compensations received by the General Manager and Deputy General Manager in the recent year. When a house, car, and other transportation or personal expense are provided, the nature and cost of the assets provided, the actual or estimated rental expense based on a fair market price, gas expense, and other payments should be disclosed. Further, if a chauffeur is assigned, please also describe the relevant compensation paid to such chauffeur in the Note. However, such amount shall not be included in the remuneration. In addition, the salary expense recognized in accordance with IFRS 2 “Share-based payment” includes the acquisition of employee stock warrant, employee restricted stock, and subscription of new shares from cash capitalization.

  • Note 4: It refers to the employee remuneration (including stock and cash) received by the General Manager and Deputy General Manager that is distributed in accordance with the proposal for distributing the recent year’s earnings adopted at a meeting of board of directors and such proposal has not been submitted to the Shareholders’ Meeting for approval. If such amount is unable to be estimated, the amount can be determined in accordance with the actual distribution ratio for last year. Form 1-3 shall be filled out as well.

  • Note 5: Disclose the total amount of remuneration paid to the General Manager and Deputy General Manager by all the companies (including the Company) included in the consolidated financial statements.

  • Note 6: Disclose the name of the the General Manager and Deputy General Manager in the respective range of total remuneration received from all the Company.

  • Note 7: Disclose the total amount of remuneration paid to the General Manager and Deputy General Manager by all the companies (including the Company) included in the consolidated financial statements. Disclose the name of the the General Manager and Deputy General Manager in the respective range of total remuneration received.

  • Note 8: It refers to the net income of the recent year. After the adoption of IFRS, it refers to the net income in the individual or independent financial statements of the recent year.

  • Note 9: a. It is required to specify in this column the relevant remuneration amount the the General Manager and Deputy General Manager of the Company received from the reinvested companies other than the subsidiaries.

  • b. If the General Manager and Deputy General Manager have received the relevant remuneration from the reinvested companies other than the subsidiaries, the received amount should be included in Column E. In addition, the column title shall be revised as “All reinvested companies.”

  • c. Remuneration shall mean the compensation, reward, employee bonus, and expense for business operation paid to the Company’s the General Manager and Deputy General Manager by the reinvested companies other than the subsidiaries and such the General Manager and Deputy General Manager concurrently serve(s) as director(s), supervisor(s), or managerial officer(s) of the reinvested companies.

  • 17 -

  • (IV) The names of the managers who have been released with employee bonus and the status of distribution: Not applicable in 2020.

  • (V) Analysis of the ratio of total remuneration to directors, supervisors, President, and Vice President in the most recent two years by the company and all companies in the consolidated financial statements to the net income in the standalone or individual financial report, and explanation of the remuneration policy, standards and combinations, procedures for determining remuneration, and their correlation with business performance and future risks:

  • Analysis of the ratio of total remuneration to directors, supervisors, President, and Vice President in the most recent two years by the company and all companies in the consolidated financial statements to the net income in the standalone or individual financial report:

Unit: NT$ Thousand

Year
Title
The Company The Company All companies in the
consolidated financial
statements
All companies in the
consolidated financial
statements
2020 2019 2020 2019
Director 34,558
24,905

34,676
25,121
Supervisor 0
0

0
0
President and Vice
President
7,616
14,105

7,625
14,136
Total 42,174
39,010

42,301
39,257
Ratio to net income 2.3%
5.3%

2.3%
5.3%

Note: The total amount after deducting the remuneration to directors who are also an employee paid in duplication

  1. Remuneration policies, standards, and combinations; procedures for determining remuneration:

  2. (1) Directors: According to Article 28 of the company’s Articles of Incorporation, if the company has profit generated (net income before tax before the appropriation of remuneration to employees and directors), the remuneration to directors and supervisors should be appropriated for an amount not more than 3% of the said profit. The proposal for the distribution of remuneration to directors and supervisors shall be resolved by the board of directors and reported to the shareholders’ meeting.

  3. (2) Independent directors: According to Article 16 of the company’s Articles of Incorporation, independent directors receive an annual salary of NT$1.2 million.

  4. (3) President and Vice President: The remuneration to President and

  5. 18 -

Corporate governance

  • Vice President is determined in accordance with the salary standard of the industry, their participation in operation, and their contribution in achieving the operational objective of the company. The appointment of a manager must be with the approval of the board of directors and the remuneration of the appointed manager is to be determined by the chairman.

  • Relevance to business performance and future risks: The total amount of remuneration paid to the Directors, President, and Vice President by the company and all companies in the consolidated financial statements in 2020 had increased from the year of 2019, but the ratio to net income had decreased, which was in compliance with the practice of paying reasonable remuneration according to the company’s overall operational performance, personal performance achievement rate, and contribution to company performance. The company will review the remuneration system in a timely manner according to the actual operating situation and changes in relevant laws and regulations in order to maintain a balance between the company’s sustainable operation and risk control.

IV. The pursuit of Corporate Governance

  • (I) Operation of the board of directors:

  • Information on the operation of the board of directors

The Board of Directors has convened nine times in the most recent year. The attendance of the directors and supervisors is shown below:

Title Name (Note 1)
Actual
attendance (B)
Attendance
by proxy

Actual attendance rate
(%) [B/A] (Note 2)
Remarks
Chairman Chen, Sheng-
Tien(Note 1)
9 0 100% Reelected
Vice
Chairman
Chen, Sheng-
Chuan
9 0 100% Reelected
Director Chen, Sheng-
Wei
9 0 100% Reelected
Director Chen, Lian-
Chuan(Note 1)
3 0 100% Former
director
Director Hsu, Ching-
Chao(Note 1)
6 0 100% Newly elected on
2020.6.12
Independent
Director
Chian, Chen-
Rong
9 0 100% Reelected
Independent
Director
Lou, Yung-
Chien
9 0 100% Reelected
Independent
Director
Huang, Chiu-
Yung
8 1 88.88% Reelected
Additional information:
I.
For the operation of the Board of Directors in any of the following circumstances, please specify the
date,term,the contents of theproposals,the opinions of all independent directors,and theprocess of the

I. For the operation of the Board of Directors in any of the following circumstances, please specify the date, term, the contents of the proposals, the opinions of all independent directors, and the process of the

  • 19 -

opinions proposed by the independent directors: (I) The content of the particulars inscribed in Article14-3 of the Securities and Exchange Act. 1. The 19[th] meeting of the 25[th] Board of Directors on 2020.3.17. A. The company’s 2019 internal control system declaration Opinion of independent director: None. Resolution result: Passed unanimously by all the directors present. B. It is proposed to have the company’s real estate disposed (15 land lots and ground constructions at No. 620, Dinghu Section, Guishan District, Taoyuan City). Opinion of independent director: None. Resolution result: Passed unanimously by all the directors present. C. It is planned to handle the development of Sampo Tucheng factory; also, to donate land in accordance with the law and negotiate the purchase of land for public facilities that qualified for plot ratio incentive and transfer in Tucheng District. Opinion of independent director: None. Resolution result: Passed unanimously by all the directors present. 2. The 2[nd] meeting of the 26[th] Board of Directors on 2020.7.14. A. It is proposed to have the company’s real estate disposed (15 land lots and ground constructions at No. 620, Dinghu Section, Guishan District, Taoyuan City). Opinion of independent director: None. Resolution result: Passed unanimously by all the directors present. 3. The 4[th] meeting of the 26[th] Board of Directors on 2020.11.10. A. Independence and competence evaluation of the independent auditors appointed by the company in 2020. Opinion of independent director: None. Resolution result: Passed unanimously by all the directors present. B. The remuneration of the company’s independent auditor in 2020. Opinion of independent director: None. Resolution result: Passed unanimously by all the directors present. C. Drafted up the company’s 2021 audit plan. Opinion of independent director: None. Resolution result: Passed unanimously by all the directors present. 4. The 5[th] meeting of the 26[th] Board of Directors on 2021.01.25. A. Cooperate with the replacement of independent auditors inside the accounting firms and assess their independence and competency. Opinion of independent director: None. Resolution result: Passed unanimously by all the directors present. B. It is planned to have the warehouse building of Sampo Tainan Factory added, the 2[nd] phase project (1F-3F) with steel structure. Opinion of independent director: None. Resolution result: Passed unanimously by all the directors present. 5. The 6[th] meeting of the 26[th] Board of Directors on 2021.03.24. A. The company’s 2020 internal control system declaration Opinion of independent director: None. Resolution result: Passed unanimously by all the directors present. B. It is planned to build a corporate headquarters at No. 19, Dinghu Road, Guishan District, Taoyuan City. Opinion of independent director: None. Resolution result: Passed unanimously by all the directors present. C. It is planned to adjust the steel structure budget of the 2[nd] phase project (1F-3F) of the warehouse building of Sampo Tainan Plant. Opinion of independent director: None. Resolution result: Passed unanimously by all the directors present. (II) Except for the aforementioned matters, the resolutions reached by the Board of Directors with the objections or reservations of the independent directors documented or declared in writing: None II. With respect to the avoidance of conflicting interest agendas, describe the names of directors, details of the relevant agendas, reasons for avoiding conflicting interest, and the voting decisions:

  • 20 -

Corporate governance

Nominated candidates for the company’s 2020 independent directors in the 19[th] meeting of the 25[th] Board of Directors on 2020.03.17. Except for Independent Director, Chian, Chen-Rong, Independent Director, Lou, Yung-Chien, and Independent Director, Huang, Chiu-Yung who did not participate in the voting to avoid conflict of interest, the proposal was approved by all directors present. Appointed the President of the company in the 1[st] extraordinary meeting of the 26[th] Board of Directors on 2020.06.12. Except for Director HSU, CHING-CHAO who did not participate in the voting to avoid conflict of interest, the proposal was approved by independent directors and other directors present. Director HSU, CHING-CHAO is to serve as the President of the company. Appointed three members of the “Audit Committee” lawfully in the 1[st] extraordinary meeting of the 26[th] board of directors on 2020.06.12. Except for Independent Director Chian, Chen-Rong, Independent Director Lou, Yung-Chien and Independent Director Huang, Chiu-Yung who did not participate in the voting to avoid conflict of interest, the proposal was approved by all directors present. Appointed three members of the “Remuneration Committee” lawfully in the 1[st] extraordinary meeting of the 26[th] board of directors on 2020.06.12. Except for Independent Director Chian, Chen-Rong, Independent Director Lou, Yung-Chien and Independent Director Huang, Chiu-Yung who did not participate in the voting to avoid conflict of interest, the proposal was approved by all directors present. Adjusted the 2020 remuneration to managers in the 3[rd] meeting of the 26[th] board of directors on 2020.08.11. Except for director HSU, CHING-CHAO who did not participate in voting to avoid conflict of interest, the proposal was approved by all independent directors and other directors present. Recognized retroactively the adjustment of remuneration to managers in the 6[th] meeting of the 26[th] board of directors on 2021.03.24. Except for director HSU, CHING-CHAO who did not participate in voting to avoid conflict of interest, the proposal was approved by all independent directors and other directors present. III. Disclose the self-evaluation (or peer evaluation) cycle and period, evaluation scope, method, and evaluation content of the board of directors of the TWSE/TPEx Listed Companies; also, fill in Attachment II “The implementation of the board of directors evaluation.” IV. The objectives (such as, setting up an Audit Committee, enhancing information transparency, etc.) of strengthening the functions of the board of directors in the current year and the most recent year and the evaluation of the implementation: The company has independent directors appointed and an Audit Committed established lawfully in line with the corporate governance policies promoted by the competent authority. The company’s board of directors is operated in accordance with the “Rules of Procedures for Board of directors’ meetings” truthfully. In addition, based on the principle of operational transparency to have all important resolutions posted on the Market Observation Post System (MOPS) immediately after each board meeting. Also, all information disclosures required by law and regulations is completed in a correct and timely manner to safeguard shareholders’ equity and to promote the healthy operation of the company.

  • Note 1: Mr. CHEN, SHENG-TIEN is the delegate appointed by the institutional director, the “Chen Maobang Industry and Business Development Foundation.”

  • Mr. CHEN, LIAN-CHUAN is the delegate appointed by the institutional director, the “Chen Zhang Xiu Ju Culture and Education Foundation.”

  • Mr. HSU, CHING-CHAO is the delegate appointed by the institutional director, the “Chen Zhang Xiu Ju Culture and Education Foundation.”

  • Note 2: (1) In the event that directors or supervisors leave before a year is completed, the date when they leave should be indicated in the remark column. The actual attendance (seated) rate (%), on the other hand, shall be calculated by the number of board of directors’ meetings held during service and the frequency number of attendance (being seated) in the meetings.

  • (2) Before a year is completed, upon any reelection of directors or supervisors, names of the said directors/supervisors, new and old, shall be listed and it shall be specified in the remark column that a specific director or supervisor is old, new, or reelected, and the date of reelection. The actual attendance (seated) rate (%), on the other hand, is to be calculated by the number of board of directors’ meetings held during service and the frequency number of attendance (being seated) in the meetings.

  • 21 -

2. The Board of Directors evaluation performed

Evaluation cycle
(Note 1)
Evaluation period
(Note 2)
Evaluation
scope
(Note 3)
Evaluation method
(Note 4)
Evaluation content
(Note 5)
Evaluation
performed once a
year
January 1 –
December 31, 2020
Board of
directors
Internal self-
evaluation of the
board of directors
1. Compliance with relevant
law and regulations
2. Level of participation in
companyoperations

Note 1: It is to fill in the execution cycle of the self-evaluation of the board of directors, for example: once a year. Note 2: It is to fill in the self-evaluation period of the board of directors, for example: Evaluate the performance of the board of directors for the period from January 1, 2020 to December 31, 2020. Note 3: The scope of performance assessment covers the board of directors, individual directors and functional committees. Note 4: The methods of assessment include board internal self-assessment, director self-assessment, peer assessment, external institution assessment, external expert assessment, and other appropriate methods for performance assessment. Note 5: The evaluation content shall include at least the following items according to the evaluation scope:

  • (1) Board performance evaluation: It includes at least the level of participation in the company’s operations, the decisionmaking quality of the board, the composition and structure of the board, the selection and continuous study of directors, and internal control.

  • (2) Director performance evaluation: It includes at least the grasp of company goals and tasks, the responsibility recognition of directors, level of participation in the company’s operation, internal relationship management and communication, professionalism and continuous study of directors, and internal control.

  • (3) Functional committee performance evaluation: It includes the level of participation in the company’s operations, the responsibility recognition of the functional committee, the decision-making quality of the functional committee, the composition of the functional committee and the selection of members, and internal control.

The 2020 Board performance evaluation

Aspect Item No. Specific indicators Weight Average
score
Compliance with relevant
law and regulations (60%)

1
The matters required to be discussed by the board
of directors accordingto law
10% 10
2 Are there more than six board meetings held
annually?
10% 10
3 Compliance withtherule ofdirector’srecusal 10% 10
4 Achieve the hours of advanced study required for
directors annually
10% 10
5 Board attendancerate 10% 10
6 Shareholders’ meetingattendancerate 10% 10
Level of participation in
company’s operation
(40%)
7 Review the company’s accounting system,
financial status and financial reports, audit
reports, and thefollow-up.
10% 10
8 Communicate and interact with the independent
auditors of the company.
10% 10
9 Assess and monitor the company’s existing or
potential risks.
10% 10
10 Communicate and interact with the company’s
management.
10% 10
Total score 100% 100
Continuing board review results (good operation, aspects/projects to be improved, and the improvement
plans or actions for the aforementioned projects in the next year, etc.):
1. In the aspects of the board’s complying with relevant law and regulations, communication internally and
with the independent auditors, supervision of the company’s existing or potential risks, and level of
participation in the company’s operations, the evaluation score is 10 points. The said evaluation score is close
to a perfect score that shows the overall operation of the company’s board of directors is comprehensive and
in line with the corporate governance.
2. The board of directors will continue to operate in 2021 the same wayas it was in thepreviousyear.
  1. In the aspects of the board’s complying with relevant law and regulations, communication internally and with the independent auditors, supervision of the company’s existing or potential risks, and level of participation in the company’s operations, the evaluation score is 10 points. The said evaluation score is close to a perfect score that shows the overall operation of the company’s board of directors is comprehensive and in line with the corporate governance.

  2. 22 -

Corporate governance

(II) Information on the operation of the Audit Committee

The Audit Committee has convened seven times in the most recent year (A). The attendance of the independent directors is shown below:

Title Name Actual number of
attendance (B)
Attendance by
proxy
Attendance rate (%)
(B/A) (Note)
Remarks
Independent
Director
Chian, Chen-
Rong
7 0 100% Reelected
Independent
Director
Lou, Yung-
Chien
7 0 100% Reelected
Independent
Director
Huang, Chiu-
Yung
6 1 85.71% Reelected
Additional information:
I.
For the operation of the Audit Committee in any of the following circumstances, please specify the date,
term, the contents of the proposals, the resolution of the Audit Committee, and the process of the
opinions proposed by the Audit Committee:
(I) The content of the particulars inscribed in Article14-5 of the Securities and Exchange Act.
1. The 12thmeeting of the 1stAudit Committee on 2020 03.17.
A. The company’s 2019 financial statements
The resolution result of the Audit Committee: Approved by all the members present
unanimously.
The opinions of the Audit Committee handled by the company: Approved by all members
present unanimously.
B. It is proposed to formulate the company’s 2019 earnings distribution plan.
The resolution result of the Audit Committee: Approved by all the members present
unanimously.
The opinions of the Audit Committee handled by the company: Approved by all members
present unanimously.
C. The company’s 2019 internal control system declaration
The resolution result of the Audit Committee: Approved by all the members present
unanimously.
The opinions of the Audit Committee handled by the company: Approved by all members
present unanimously.
D. It is planned to handle the development of Sampo Tucheng factory; also, donate land in
accordance with the law and negotiate the purchase of land for public facilities that
qualified for plot ratio incentive and transfer in Tucheng District.
The resolution result of the Audit Committee: Approved by all the members present
unanimously.
The opinions of the Audit Committee handled by the company: Approved by all members
present unanimously.
2. The 13thmeeting of the 1stAudit Committee on 2020.05.12.
A. The company’s 2020 Q1 financial statements.
The resolution result of the Audit Committee: Approved by all the members present
unanimously.
The opinions of the Audit Committee handled by the company: Approved by all members
present unanimously.
3. The 1stmeeting of the 2ndAudit Committee on 2020.07.14.
A. It is proposed to have the company’s real estate disposed (15 land lots and ground
constructions at No. 620, Dinghu Section, Guishan District, Taoyuan City).
The resolution result of the Audit Committee: Approved by all the members present
unanimously.
The opinions of the Audit Committee handled by the company: Approved by all members
present unanimously.
  • 23 -

  • The 2[nd] meeting of the 2[nd] Audit Committee on 2020.08.11. A. The company’s 2020 Interim financial statements. The resolution result of the Audit Committee: Approved by all the members present unanimously. The opinions of the Audit Committee handled by the company: Approved by all members present unanimously. 5. The 3[rd] meeting of the 2[nd] Audit Committee on 2020.11.10. A. The company’s 2020 Q1–Q3 financial statements. The resolution result of the Audit Committee: Approved by all the members present unanimously. The opinions of the Audit Committee handled by the company: Approved by all members present unanimously. B. The independence and competence evaluation of the independent auditors appointed by the company in 2020. The resolution result of the Audit Committee: Approved by all the members present unanimously. The opinions of the Audit Committee handled by the company: Approved by all members present unanimously. C. The remuneration of the company’s independent auditor in 2020. The resolution result of the Audit Committee: Approved by all the members present unanimously. The opinions of the Audit Committee handled by the company: Approved by all members present unanimously. D. Draft of the company’s 2021 audit plan. The resolution result of the Audit Committee: Approved by all the members present unanimously. The opinions of the Audit Committee handled by the company: Approved by all members present unanimously. 6. The 4[th] meeting of the 2[nd] Audit Committee on 2021.01.25. A. Cooperate with the replacement of independent auditors inside the accounting firms and assess their independence and competency. The resolution result of the Audit Committee: Approved by all the members present unanimously. The opinions of the Audit Committee handled by the company: Approved by all members present unanimously. B. It is planned to have the warehouse building of Sampo Tainan Factory added, the 2[nd] phase project (1F-3F) with steel structure. The resolution result of the Audit Committee: Approved by all the members present unanimously. The opinions of the Audit Committee handled by the company: Approved by all members present unanimously. 7. The 5[th] meeting of the 2[nd] Audit Committee on 2021 03.24. A. The company’s 2020 financial statements. The resolution result of the Audit Committee: Approved by all the members present unanimously. The opinions of the Audit Committee handled by the company: Approved by all members present unanimously. B. Draft of the company’s 2020 earnings distribution plan. The resolution result of the Audit Committee: Approved by all the members present unanimously. The opinions of the Audit Committee handled by the company: Approved by all members present unanimously. C. The company’s 2020 internal control system declaration. The resolution result of the Audit Committee: Approved by all the members present unanimously. The opinions of the Audit Committee handled by the company: Approved by all members present unanimously.

  • 24 -

Corporate governance

Corporate governance Corporate governance Corporate governance
II.
III.
D. It is planned to build a corporate headquarters at No. 19, Dinghu Road, Guishan District,
Taoyuan City.
The resolution result of the Audit Committee: Approved by all the members present
unanimously.
The opinions of the Audit Committee handled by the company: Approved by all members
present unanimously.
E. It is planned to adjust the steel structure budget of the 2ndphase project (1F-3F) of the
warehouse building of Sampo Tainan Plant.
The resolution result of the Audit Committee: Approved by all the members present
unanimously.
The opinions of the Audit Committee handled by the company: Approved by all members
present unanimously.
(II) In addition to the aforementioned motions, other motions without the approval of the Audit
Committee but approved by the Board with more than 2/3 of the Directors: None
With respect to the avoidance of conflicting interest agendas, describe the names of independent
directors, details of the relevant agendas, reasons for avoiding conflicting interest, and the voting
decisions: None
Performance of communications by and between independent directors, internal audit officer and
Certified Public Accountant(s) (should include the company’s financial, business operation affairs,
issued, methods and outcomes of communications among them):
1. The internal audit officer regularly submits audit reports and related financial business follow-up
reports to independent directors; also, the other audit operations are reported in accordance with the
operating procedures of the “Regulations Governing the Establishment of Internal Control Systems
by Public Companies.” The Audit Committee depending on the situation will invite the independent
auditors to attend the meeting to report and present the relevant worksheets in order to facilitate the
understanding of necessary information.
2. The communication between independent directors and the internal audit officer is as follows:
Meeting date
(Term)
Matters communicated with the internal audit officer
Communication
results
2020.03.17
(The 12thmeeting of the
1stterm)
The company’s 2019 internal control system effectiveness
report.
No objection.
2020.11.10
(The 3rdmeeting of the 2nd
term)
The company’s 2021 audit plan.
No objection.
2021.03.24
(The 5thmeeting of the 2nd
term)
The company’s 2020 internal control system effectiveness
report.
No objection.
3. Matters communicated between independent directors and independent auditors are as follows:
Meeting date
(Term)
Matters communicated with the internal audit officer
Communication
results
2021.01.25
(The 4thmeeting of the 2nd
term)
1. Discuss the audit of the 2020 individual financial
statements and the 2020 consolidated financial
statements of the company and its subsidiaries.
2. The replacement of independent auditors inside the
accounting firms and assessment of their independence
and competency
No objection.
Meeting date
(Term)
Matters communicated with the internal audit officer Communication
results
2021.01.25
(The 4thmeeting of the 2nd
term)
1. Discuss the audit of the 2020 individual financial
statements and the 2020 consolidated financial
statements of the company and its subsidiaries.
2. The replacement of independent auditors inside the
accounting firms and assessment of their independence
and competency
No objection.

Note:

  • In the event that independent directors leave before the year is completed, the date when they leave should be indicated in the remark column. The actual attendance (seated) rate (%), on the other hand, shall be calculated by the number of board meetings held during service and the actual number of attendance (being seated) in the meetings.

  • Before a year is completed, upon any reelection of independent directors, names of the said independent directors, new and old, shall be listed and it shall be specified in the remark column that a specific director is old, new, or reelected, and the date of reelection. The actual attendance rate to committee session (%) shall be calculated on the basis of the number of sessions held by the Audit Committee in such period and the attendance in person in the sessions.

  • All supervisors of the company were dismissed in June 2017.

  • 25 -

Corporate governance

(III) The corporate governance operation and the variation with the “Corporate Governance Best-Practice Principles for the TWSE/TPEx Listed Companies,” and the reasons for the variation:

Assessment Items Operations (Note) Operations (Note) Operations (Note) The variation with the “Corporate
Governance Best-Practice
Principles for TWSE or TPEx
Listed Companies,” and the reasons
forthe variation
Yes No Summary
1. Will the company set up and disclose the company’s
corporate governance best-practice principles based on the
“Corporate Governance Best-Practice Principles for
TWSE/GTSM Listed Companies”?
V The company has formulated the “Corporate
Governance Best-Practice Principles” to protect
shareholders’ equity, strengthen the functions of the
board of directors, respect the rights and interests of
stakeholders, and enhance information transparency.
Please refer to the corporate governance section on the
“Market Observation Post System” and the corporate
governance section on the company’s website for
details, which are in compliance with the “Corporate
Governance Best-Practice Principles for TWSE/TPEx
Listed Companies” without any material variation
identified.
It complies with the “Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” with no major
difference identified.
2. The equity structure and shareholders’ equity of the
company
(1) Will the company have the internal procedures regulated to
handle shareholders’ proposals, doubts, disputes, and
litigation matters; also, have the procedures implemented
accordingly?
(2) Will the company possess the list of the company’s major
shareholders and the list of the ultimate controllers of the
major shareholders?
(3) Will the company establish and implement the risk control
and firewall mechanisms with the related parties?
(4) Will the company set up internal norms to prohibit insiders
from utilizing the undisclosed information to trade
securities?
V
V
V
V
The company has a spokesperson, an acting
spokesperson, a public relation officer, and legal affair
officer delegated to handle shareholders’ suggestions or
disputes; also, the company’s website is designed with a
“stakeholder” section.
The company has had a list of major shareholders and
their ultimate controllers lawfully, which is also
reported lawfully.
The company has established and implemented internal
control mechanisms and firewalls, such as, the “Rules
Governing the Supervision of Subsidiaries” and
“Regulations Governing Long-term Investment” in
accordance with the governing law.
The company has formulated the “Procedures for
Prevention of Insider Trade” and announced on the
company’s internal website and official website to

It complies with the “Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” with no major
difference identified.
It complies with the “Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” with no major
difference identified.
It complies with the “Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” with no major
difference identified.
It complies with the “Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
  • 26 -

Corporate governance

Corporate govern
Assessment Items Operations (Note) The variation with the “Corporate
Governance Best-Practice
Principles for TWSE or TPEx
Listed Companies,” and the reasons
forthe variation
Yes No Summary
prohibit insiders using non-published information to
trade securities.
Companies” with no major
difference identified.
3. The Organization and Function of the Board of Directors
(1) Will the board of directors have diversified policies
regulated and implemented substantively according to the
composition of the members?
(2) Will the company, in addition to setting the Remuneration
Committee and Audit Committee lawfully, have other
functional committees set up voluntarily?
(3) Has the company had the “Self-Evaluation or Peer
Evaluation of the Board of Directors” and evaluation
methods stipulated, the performance evaluation performed
annually and regularly, the results of the performance
evaluations reported to the board of directors, and the
evaluation result applied as a reference for individual
director’s remuneration and nomination for reelection?
(4) Will the company have the independence of the public
accountant evaluated regularly?
V
V
V
V
The company considers the age, nationality, culture,
and different professional knowledge and skills of the
board members to have them evaluated. The company
also has three independent directors appointed.
The company has set up the “RBA (Responsible
Business Alliance) Group,” dedicated to fulfilling
corporate social responsibilities, and expected itself to
exercise corporate social responsibilities as follows:
“business ethics,” “corporate governance,” “shareholder
feedback,” “environmental protection,” “promoting
employee life balance,” and “providing a safe working
environment;” also, substantiates various social
responsibilities to give back to society.
The Company formulated the Rules of the Performance
Evaluation of the Board of Directors and the evaluation
method on January 25, 2021, and performs evaluation
regularly. For details, please refer to the operation of the
board of directors 2. The implementation of the
evaluation of the board of directors. The results will be
used as a reference for determining the remuneration of
individual directors and for director nomination and
renewal of terms.
The company assesses the independence and competence
of the independent auditors at least once a year, focusing
on direct or indirect material financial interests,
independent from directors, supervisors, and managers,
independent directors not holding positions that have
significant influence on the company, and family
members not violating independence requirements; also,
the results are satisfactory.


It complies with the “Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” with no major
difference identified.
It complies with the “Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” with no major
difference identified.
It complies with the “Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” with no major
difference identified.
It complies with the “Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” with no major
difference identified.
  • 27 -

Corporate governance

Corporate govern
Assessment Items Operations (Note) The variation with the “Corporate
Governance Best-Practice
Principles for TWSE or TPEx
Listed Companies,” and the reasons
forthe variation
Yes No Summary
The independent auditors and the CPA firm shall
provide relevant information and declarations for the
evaluation of the board of directors. The evaluations for
the last two years were completed on November 11,
2019 and November 10, 2020, respectively. There is no
violation of independence or unresolved conflicts of
interest.
4. Have TWSE/TPEx-listed companies staffed eligible and an
in appropriate number of personnel for corporate
governance to take charge of corporate governance related
issues (including but not limited to providing directors and
supervisors with the data required for the performance of
their duties, assisting directors and supervisors in law
compliance, handling of the relevant issues in the board of
directors’ and shareholders’ meeting, production of the
minutes of board of directors’ meeting and shareholders’
meeting and the like)
V Mr. PENG, CHUN-YEN, Vice President of the Resource
Management Center, serves as the Corporate Governance
Officer to establish a good corporate governance system,
to protect shareholders’ equity, and to strengthen the
functions of the board of directors.
Mr. PENG, CHUN-YEN, Vice President, has more than
three years of management experience in legal affairs,
finance, accounting, auditing, and board meeting affairs,
and is responsible for assisting directors in performing
their duties, providing necessary information and
continuing study, board of directors and shareholders’
meeting procedures and resolution compliance matters,
implementation of ethical corporate management,
protection of investor relations,and other related matters.

It complies with the “Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” with no major
difference identified.
5. Has the company established channels for communications
with the stakeholders (including but not limiting to
shareholders, employees, customers, and suppliers), and set
up a section for stakeholders at the official website of the
company with proper response to the concerns of the
stakeholders on issues related to corporate social
responsibility?

V
The company has assigned responsible units for each
stakeholder and has set up a section for stakeholders at
the official website of the company. The responsible
unit of the company will respond to and deal with the
problems of the stakeholders, which will also be
reported to the senior executives for review on a regular
basis.
It complies with the “Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” with no major
difference identified.
6. Has the company contracted a professional stock affairs
agency to handle the shareholders’ meeting related affairs?
V The company has contracted a professional stock affairs
agency to handle the shareholders’ meeting related
affairs. Please refer to the contents of the annual report.

It complies with the “Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” with no major
difference identified.
7. Disclosure of Information
(1)Does the companyhave a website set upand the financial
V The companydiscloses relevant information on the It complies with the “Corporate
  • 28 -

Corporate governance

Corporate govern
Assessment Items Operations (Note) The variation with the “Corporate
Governance Best-Practice
Principles for TWSE or TPEx
Listed Companies,” and the reasons
forthe variation
Yes No Summary
business and corporate governance information disclosed?
(2) Has the company adopted other information disclosure
methods (such as, establishing an English website,
designating a responsible person for collecting and
disclosing information of the company, substantiating the
spokesman system, placing the juristic person seminar
program on the company’s website, etc.)?
(3) Will the company announce and declare the annual
financial report within two months after the end of the
fiscal year? Will the company announce and declare the
Q1, Q2, and Q3 financial reports along with the monthly
operatingreports before theprescribed deadline?

V
V
corporate website (www.sampo.com.tw) at any time.
Relevant departments have been designated to be
responsible for the collection and disclosure of
company information, a person who can speak on
behalf of the company alone serves as the company’s
spokesperson and acting spokesperson, and the process
of the investor conference is uploaded to the official
website
The company has information announced and reported
before the deadline in accordance with the regulations.
In addition, the relevant information is disclosed in the
annual report or at the Market Observation Post System
(MOPS).
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” with no major
difference identified.
It complies with the “Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” with no major
difference identified.
It complies with the “Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” with no major
difference identified.
8. Is there any further information that may help to
understand the status of corporate governance operation of
the company better (including but not limited to labor
rights, employee care, investor relation, supplier relation,
stakeholders’ rights, the continuing education of the
Directors and Supervisors, risk management policy and
risk assessment in action, the pursuit of customer policy,
and the protection of the Directors and Supervisors with
professional liabilityinsurance)?
V The company has set up a section for stakeholders, a
section for corporate governance, and a section for
corporate social responsibility at the official website of
the company to maintain relevant information and
provide relevant information or responding to the needs
of each stakeholder. In addition, relevant information is
disclosed in the annual report or at the Market
Observation Post System (MOPS).
It complies with the “Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” with no major
difference identified.
9. Response to the corporate governance evaluation result released by the Corporate Governance Center of Taiwan Stock Exchange Corporation in the most recent
year, and further effort shall be made on matters for improvement but still unaccomplished.
1. The company’s 7thcorporate governance evaluation score is 60.89 points, ranking range:51%~65%; also, enhances the disclosure of matters on the official
website, annual report, and Market Observation Post System (MOPS) in accordance with the corporate governance evaluation results.
2. In order to establish a good corporate governance system, the company has Mr. PENG, CHUN-YEN, Vice President of the Resource Management Center,
appointed as the Corporate Governance Officer to perform corporate governance-related businesses in accordance with his authority, and to report and handle
tasks in accordance with the law and regulations.

Note: Whether the company selects “Yes” or “No” in operations, it should explain the situation in the summary space.

  • 29 -

The advanced study of Directors (including juristic person’s representatives and independent directors) in 2020:

Title Name Date of
(elected to)
office
Training
date
Organizer Course name Training
hours
Institutional
Director’s
representative
CHEN,
SHENG-
TIEN
2020/06/12 2020/11/10 Taiwan Corporate
Governance
Association
5G key technologies and
application opportunities
3 hours
2020/12/08 Taiwan Corporate
Governance
Association
Red flag of false financial
report
3 hours
Director Chen,
Sheng-
Chuan
2020/06/12 2020/11/10 Taiwan Corporate
Governance
Association
5G key technologies and
application opportunities
3 hours
Director Chen,
Sheng-
Wei
2020/06/12 2020/10/16 Taiwan Securities
Exchange
Corporation
Corporate Governance
and Ethical Corporate
Management – Directors
and Supervisors
Conference
3 hours
2020/11/10 Taiwan Corporate
Governance
Association
5G key technologies and
application opportunities
3 hours
Institutional
Director’s
representative

HSU,
CHING-
CHAO
2020/06/12 2020/9/21 Taiwan Securities
Exchange
Corporation
Corporate Governance
3.0 – Blueprint for
Sustainable Development
3 hours
2020/11/10 Taiwan Corporate
Governance
Association
5G key technologies and
application opportunities
3 hours
2020/12/24 Taiwan Corporate
Governance
Association
Prevention of insider
trading
3 hours
Independent
Director
Chian,
Chen-
Rong
2020/06/12 2020/8/29 Zhong Dao
Association of
Leadership &
Culture
Deepen corporate
governance and corporate
social responsibility
culture
3 hours
2020/11/10 Taiwan Corporate
Governance
Association
5G key technologies and
application opportunities
3 hours
Independent
Director
Lou,
Yung-
Chien
2020/06/12 2020/5/6 Taiwan Corporate
Governance
Association
Board operation and
decision-making
effectiveness
3 hours
2020/11/10 Taiwan Corporate
Governance
Association
5G key technologies and
application opportunities
3 hours
Independent
Director
Huang,
Chiu-
Yung
2020/06/12 2020/9/21 Taiwan Securities
Exchange
Corporation
Corporate Governance
3.0 – Blueprint for
SustainableDevelopment
3 hours
2020/11/10 Taiwan Corporate
Governance
Association
5G key technologies and
application opportunities
3 hours
  • 30 -

Corporate governance

(IV) The composition and operation of the Remuneration Committee:

1. Information of the Remuneration Committee members:

By identity
(Note 1)
Conditions
Name
More than 5 years of work experience and
thefollowing professionalqualification
More than 5 years of work experience and
thefollowing professionalqualification
More than 5 years of work experience and
thefollowing professionalqualification
Status of independence (Note 2) Status of independence (Note 2) Status of independence (Note 2) Status of independence (Note 2) Status of independence (Note 2) Status of independence (Note 2) Status of independence (Note 2) Status of independence (Note 2) Status of independence (Note 2) Status of independence (Note 2) Number of
other public
companies
where the
member is
also a
member of
their
remuneration
committees

Remarks

Lecturer or
higher
ranking at
the business,
legal affairs,
financial
affairs, or
accounting
department,
or other
departments
relating to
corporate
operation of
public and
private
colleges and
universities

A professional
or technician
who has
approved the
national
examination for
professionals
like court judge,
prosecutor,
lawyer, certified
public
accountant, or
any other
expertise
required for the
business
operation of the
company with
the issuance of
a certificate of
completion


Work
experience
required
for
business,
legal
affairs,
financial
affairs,
accounting,
or
corporate
operation

1
2 3 4 5 6 7 8 9 10
Independent
Director
Chian,
Chen-
Rong
V V V V V V V V V V V V 3 Scope of job
responsibilities
“Note 3”
Independent
Director
Lou,
Yung-
Chien
V V V V V V V V V V V 0
Independent
Director
Huang,
Chiu-Yung
V V V V V V V V V V V 2

Note 1: Identity is known as director, independent director or others.

  • Note 2: If each member meets the following conditions two years before the election and during the tenure, please tick (“V”) the box of each condition code.

  • (1) Non-employees of the company or its affiliates

  • (2) Not a director or supervisor of the company or its affiliates (except for independent directors of the company and its parent company, subsidiaries or the subsidiaries of the same parent company established in accordance with this Act or the local laws).

  • (3) Not the principal and the principal’s spouse, minor children, or other natural person shareholders who hold more than 1% of the total issued shares of the company or on the top-ten shareholders list

  • (4) Not the spouse, the kindred to the second tier under the Civil Code or the direct kin within the third tier under the Civil Code of the managers stated in (1) or other roles stated in (2), (3).

  • (5) Not a director, supervisor or employee of an institutional shareholder directly holding more than 5% of the outstanding shares issued by the company, or a director, supervisor or employee of an institutional shareholder who is among the top 5 shareholders, or a representative of an institutional shareholders appointed as the director or supervisor of the company according to Paragraph 1 or 2, Article 27, Company Act (except for independent directors of the company and its parent company, subsidiaries or the subsidiaries of the same parent company established in accordance with this Act or the local laws).

  • (6) Not a director, supervisor or employee of a company controlling over one half of the company’s director seats or voting shares under one person (except for independent directors of the company and its parent company, subsidiaries or the subsidiaries of the same parent company established in accordance with this Act or the local laws).

  • (7) Not a director of a company or institution whose chairman and president or equivalent role is the same person or its spouse (except for independent directors of the company and its parent company, subsidiaries or the subsidiaries of the same parent company established in accordance with this Act or the local laws).

  • (8) Directors, supervisors, managers or shareholders holding more than 5% of shares in specific companies or institutions that do not have financial or business dealings with the company (but independent directors appointed according to local laws and regulations holding other positions in possession of more than 20% and less than 50% of issued shares belonging to specific companies or institutions that are parent, subsidiary, or belonging to the same parent company are not applicable).

  • (9) Business owners, partners, directors (directors), supervisors (supervisors), managers and their spouses, or professionals, sole proprietorships, partnerships, companies or institutions involved in commercial, legal, financial, accounting services did not provide audits or accumulate NTD$ 500,000 compensation over the past 2 years. However, this restriction does not apply to a member of the Remuneration Committee, public tender offer review committee or special committee for merger and acquisition, who exercises powers pursuant to the “Securities and Exchange Act” or the “Business Mergers and Acquisition Act” and relevant law and regulations.

  • (10) Does not meet any descriptions stated in Article 30 of the Company Act.

  • Note 3: The scope of main job responsibilities of the Remuneration Committee is as follows:

  • The Committee should exercise due diligence to “set and regularly review the annual performance evaluation and remuneration policies of the company’s directors and managers” and “regularly evaluate the target achievement of the company’s directors and managers” with the proposed recommendations submitted to the board of directors for discussion. The performance evaluation and remuneration of directors and managers should be processed by referring to the payment standard of the industry, considering the responsibilities of individuals, the remuneration of others in the same job position, as well as evaluating the connection of personal performance, company operating performance, and future risks from the company’s financial status, which should not lead directors and managers, in pursuit of remuneration, to engage in acts exceeding the company’s risk tolerance.

  • 31 -

  • Information on the operation of the Remuneration Committee:

  • (1) The Remuneration Committee of the company consists of 3 members.

  • (2) The office term of the current Committee members: From June 12, 2020 to June 11, 2023, the Remuneration Committee had convened four times (A) in the most recent year. The attendance of the committee members is shown below:

Title Name Actual number of
attendance(B)
Attendance by
proxy
Attendance rate (%)
(B/A) (Note)

Remarks
Convener Chian, Chen-
Rong
4 0 100 Elected on
2020/6/12,
reelection
Committee
member
Lou, Yung-
Chien
4 0 100 Elected on
2020/6/12,
reelection
Committee
member
Huang, Chiu-
Yung
4 0 100 Elected on
2020/6/12,
reelection
The 2020 committee meeting is convened as follows:
1. The 8thmeeting of the 3rdRemuneration Committee was convened on 2020/1/8.
Proposal I: Review of the 2019 bonus distribution to the company’s managers
Resolution of the Remuneration Committee: Approved by all members present unanimously.
The opinions of the Remuneration Committee handled by the company: It was submitted to the board of
directors and approved by the independent directors and all directors present.
Proposal II: Review of the 2020 transfer of treasury stock to the company’s managers
Resolution of the Remuneration Committee: Approved by all members present unanimously.
The opinions of the Remuneration Committee handled by the company: It was submitted to the board of
directors and approved by the independent directors and all directors present.
2. The 9thmeeting of the 3rdRemuneration Committee was convened on 2020/3/17
Cause of action: Review of the company’s 2019 remuneration to directors and employees
Resolution of the Remuneration Committee: Approved by all members present unanimously.
The opinions of the Remuneration Committee handled by the company: It was submitted to the board of
directors and approved by the independent directors and all directors present.
3. The 1stmeeting of the 4thRemuneration Committee was convened on 2020/7/14
Cause of action: Review of the company’s 2019 remuneration to directors
Resolution of the Remuneration Committee: Approved by all members present unanimously.
The opinions of the Remuneration Committee handled by the company: It was submitted to the board of
directors and approved by the independent directors and all directors present.
4. The 2ndmeeting of the 4thRemuneration Committee was convened on 2020/8/11
Cause of action: Review of the 2020 salary adjustment for the company’s managers
Resolution of the Remuneration Committee: Approved by all members present unanimously.
The opinions of the Remuneration Committee handled by the company: It was submitted to the board of
directors and approved bythe independent directors and all directorspresent.

Note: 1. In the event that Remuneration Committee members leave before a year is completed, the date when they leave should be indicated in the remark column. The actual attendance rate (%), on the other hand, shall be calculated by the number of Remuneration Committee meetings held during service and the frequency number of attendance in the meetings.

  1. Before a year is completed, upon any reelection of Remuneration Committee members, names of the said members, new and old, shall be listed and it shall be specified in the remark column that a specific member is old, new, or reelected, and the date of reelection. The attendance rate to committee session (%) shall be calculated on the basis of the number of sessions held in such period and the actual number in attendance in the sessions.

  2. 32 -

Corporate governance

(V) The pursuit of fulfilling social responsibilities and the deviation from the “Corporate Social Responsibility BestPractice Principals for TWSE/TPEx Listed Companies,” and the reasons for the variation:

Assessment Items Operations(Note 1) Operations(Note 1) Operations(Note 1) Deviation from the “Corporate Social
Responsibility Best-Practice Principles for
TWSE/TPEx Listed Companies,” and the
reasons for the variation
Yes No Summarized explanation (Note 2)
1. Does the company assess the risk of environmental,
social, and governance (ESG) issues in relation to
corporate operations based on the materiality principles
and establish policies or strategies in relation to risk
management? (Note 3)
V The company conducts various risk assessments in
accordance with the regulations, and establishes related
management mechanisms. The formulated internal risk
management policies are to take precautionary measures
in order to reduce losses due to risks. Identify, evaluate,
handle, and monitor potential risks that may affect the
company’s achievement ofgoals.
It does comply with the “Corporate Social
Responsibility Best-Practice Principles for
TWSE/TPEx Listed Companies” without any
material nonconformity identified.
2. Has the company set up a full-time (part-time) unit
responsible for promotion of corporate social
responsibility with the management authorized by the
board of directors to handle related matters and report the
results to the board?
V The company’s Resource Management Center is the
part-time unit responsible for the promotion of corporate
social responsibility. The board of directors authorizes
senior executives to implement environmental, social,
and corporate governance operation, to formulate
corporate sustainable development goals and plans, to
effectively execute corporate social responsibility, and to
report regularlyto the board of directors.
It does comply with the “Corporate Social
Responsibility Best-Practice Principles for
TWSE/TPEx Listed Companies” without any
material nonconformity identified.
3. Environmental issues
(1) Has the company established an appropriate
environmental management system according to its
industrial characteristics?
(2) Is the company committed to improving the
utilization efficiency of various resources and using
recycled materials that have a low impact on the
environment?
V
V
The company has qualified the ISO14001 environmental
management system certification, and has established a
management system in compliance with various
environmental policies, such as, ISO14001 commitment
to pollution prevention concepts, promotion of
environmental improvement, research and development
of green products, promotion of environmental
protection education and training, restrictions on the use
of hazardous substances, and strengthening waste
recycling.
The waste generated by the company is recycled and
reused by a professional organization with a waste
disposal permit, and environmentally friendly materials
are developed and used by the research and development
unit.
The company has passed ISO14001 certification, and
maintained the workingenvironment and natural
It does comply with the “Corporate Social
Responsibility Best-Practice Principles for
TWSE/TPEx Listed Companies” without any
material nonconformity identified.
It does comply with the “Corporate Social
Responsibility Best-Practice Principles for
TWSE/TPEx Listed Companies” without any
material nonconformity identified.
  • 33 -

Corporate governance

Corporate governance
Assessment Items Operations(Note 1) Deviation from the “Corporate Social
Responsibility Best-Practice Principles for
TWSE/TPEx Listed Companies,” and the
reasons for the variation
Yes No Summarized explanation (Note 2)
(3) Has the company assessed the potential risk or
opportunity deriving from climate change and its
effect on the company at present and in the future,
and mapped out the response measures to climate-
related issues?
(4) Has the company kept statistics on the greenhouse gas
emission volume, water consumption volume, and
total weight of wastes over the last 2 years, and
mapped out the policies for managing the reduction of
carbon, greenhouse gas emission, water consumption,
and the generation of wastes?


V
V
environment and reported them in accordance with the
Public Safety Building Act, Fire Service Act,
Occupational Safety and Health Act, Waste Disposal Act,
Energy-Saving and Carbon-Reduction Act, etc.
The company has implemented Cycle-Pentane
processing equipment in response to the Montreal
Protocol. In addition, the company has the refrigerator
cyclopentane foaming and R600A coolant equipment
installed and constructed in response to the
environmental protection policy. In response to the
concept of green environment protection, product R&D
and design have also been fully developed towards
frequency conversion and energy saving. The entire
series of displays will be certified with national energy-
saving mark and qualified for ISO14001 environmental
management certification every year.
The company has qualified the ISO45001 occupational
safety management system certification. It is necessary
to define and summarize the inventory results and scope
of all greenhouse gas emission sources in the
organization by referring to the factory layout and
process flowchart every year, and then document them in
the “Environmental Information Verification Service
Platform”(http://weeerohs.azurewebsites.net/).

It does comply with the “Corporate Social
Responsibility Best-Practice Principles for
TWSE/TPEx Listed Companies” without any
material nonconformity identified.
It does comply with the “Corporate Social
Responsibility Best-Practice Principles for
TWSE/TPEx Listed Companies” without any
material nonconformity identified.
4. Social issues
(1) Has the company established relevant management
policies and procedures in accordance with applicable
law and regulations and the “International Convention
of Human Rights?”

V
The company promises to provide employees with a
friendly working environment that allows them to
exercise their talents; also, to comply with the “UN
Universal Declaration of Human Rights,” “United
Nations Global Compact, UNGC,” “International Labor
Organization,” and other international human rights
conventions, as well as domestic “Labor Standards Act,”
“Act of Gender Equality in Employment,” “Occupational
Safety and Health Act,” and other labor law and
regulations.
The company joined the RBA(Responsible Business

It does comply with the “Corporate Social
Responsibility Best-Practice Principles for
TWSE/TPEx Listed Companies” without any
material nonconformity identified.
It does complywith the “Corporate Social
  • 34 -

Corporate governance

Corporate governance
Assessment Items Operations(Note 1) Deviation from the “Corporate Social
Responsibility Best-Practice Principles for
TWSE/TPEx Listed Companies,” and the
reasons for the variation
Yes No Summarized explanation (Note 2)
(2) Has the company formulated and implemented
reasonable employee welfare measures (including
remuneration, vacations, and other benefits), and
reflected operating performance or results on
employee remuneration adequately?
(3) Has the company provided a safe and healthy work
environment for the employees and provided
education on health and safety at regular intervals?
(4) Has the company formed an effective career
development training program for employees?
(5) Has the company complied with applicable legal rules
and international standard in marketing and labeling
of products and services for the health and safety, and
privacy of the customers, and mapped out the policies
for the protection of consumer rights, and procedures
for complaint?

V
V
V
V
Alliance) in 2015 and implemented the “RBA Code of
Conduct” to prevent any infringements and violations of
human rights.
The company has formulated various welfare measures,
including remuneration, vacations, and other benefits;
also, established the “Sampo Employees Welfare
Committee” to formulate various related welfare matters
for employees, and has reasonably reflected operating
performance and results on remuneration to employees.
The company’s industrial safety management principle is
to construct a safe, comfortable, and healthy working
environment, and to protect the safety of employees.
Formulate labor safety and health work rules, establish
and maintain a safe and healthy working environment,
and achieve the safety goal of zero-disaster through
effective management. The company’s factories have
qualified ISO14001 environmental management
certification, and separately or jointly obtained OSHMS,
ISO45001, and other management system certifications.
In addition, the company has arranged special employee
health checkups annually and labor health checkups
every two years according to law and regulations.
The company arranges employee education and training
annually, and plans and arranges professional and career
development training for employees in accordance with
employee’s job functions and career plan.
The company has a customer service center (toll-free
number 0800005438) set up to handle customer
complaints about products, maintenance, services, and
grievances. All customer information is protected in
accordance with government regulations and will not be
leaked or used illegally. The company has a quality
inspection and quality assurance unit set up to check the
products. The product inspection and labeling have
passed the BSMI inspection by the Bureau of Standards,
Metrologyand Inspection,MOEA,which is labeled and
Responsibility Best-Practice Principles for
TWSE/TPEx Listed Companies” without any
material nonconformity identified.
It does comply with the “Corporate Social
Responsibility Best-Practice Principles for
TWSE/TPEx Listed Companies” without any
material nonconformity identified.
It does comply with the “Corporate Social
Responsibility Best-Practice Principles for
TWSE/TPEx Listed Companies” without any
material nonconformity identified.
It does comply with the “Corporate Social
Responsibility Best-Practice Principles for
TWSE/TPEx Listed Companies” without any
material nonconformity identified.
  • 35 -

Corporate governance

Corporate governance
Assessment Items Operations(Note 1) Deviation from the “Corporate Social
Responsibility Best-Practice Principles for
TWSE/TPEx Listed Companies,” and the
reasons for the variation
Yes No Summarized explanation (Note 2)
(6) Has the company established the supplier
management policy to demand suppliers to comply
with applicable rules and regulations governing
environmental protection, occupational safety and
health, or labor rights, and the state of
implementation?
V implemented in accordance with the “Commodity
Labeling Act.”
The company has established a management policy that
meets RBA standards, and regularly evaluates and
requires suppliers to meet “IECQ QC080000 hazardous
substance reduction and exemption management,” “RBA
responsible business alliance code of conduct” and
“ISO45001 occupational safety and health management
standards.”
It does comply with the “Corporate Social
Responsibility Best-Practice Principles for
TWSE/TPEx Listed Companies” without any
material nonconformity identified.
5. Has the company referred to the internationally standards
or guidelines for the preparation of reports to prepare
corporate social responsibility reports and other reports
that disclose the company’s non-financial information?
Has the aforementioned reports obtained the confirmation
or guarantee opinion of a third-party verification unit?
V The company is not subject to the law currently that
requires the preparation of a corporate social
responsibility report. The company has included
corporate social responsibility-related actions (such as,
the concepts of environmental protection, energy
conservation, and green energy) in the operating strategy
or core business development, implemented the
promotion of corporate governance, developed a
sustainable environment, safeguarded social welfare and
the rights and interests of stakeholders, and promoted
corporate sustainable development.
It does comply with the “Corporate Social
Responsibility Best-Practice Principles for
TWSE/TPEx Listed Companies” without any
material nonconformity identified.
6. If the company has the “Corporate Social Responsibility Best-Practice Principles” established in accordance with the “Corporate Social Responsibility Best-Practice Principles
for TWSE/TPEx Listed Companies,” please specify the deviation between them: The company has formulated the “Corporate Social Responsibility Best-Practice Principles,”
established the corporate social responsibility management system and mechanism, and implemented all key points of operation; therefore, it is in compliance with the
“Corporate Social ResponsibilityBest-Practice Principles for TWSE/TPEx Listed Companies” without anymaterial variation identified.
7. Other important information that may help to understand the operation of corporate social responsibility:
The company’s President agrees to have the corporate social responsibility policy published: The company complies with law and regulations; respects employees’ freedom of
employment; employs no child labor or youth labor; and prohibits working overtime. Provides reasonable salary and benefits, and complies with humanity treatment. Prohibits
discrimination in any form, and respects employees’ freedom of association, privacy, and personal data security. The company provides suitable workplaces and is committed to
promoting employee health, safety, and hygiene. The company commits to protect environment and is committed to environmental protection and energy saving. The company
upholds the principle of honesty and integrity, prohibits improper profits gaining, and promises not to use conflict minerals. Keep company information transparent, actively
protect intellectual property rights, and comply with fair trade standards. Protect the identity of internal and external informants, participate in various community activities, and
fulfill corporate social responsibilities.
Strengthen the promotion through the website and internal and external publications, express the company’s determination to operate with integrity, and include corporate social
responsibilityrelated courses in routine education and training.

Note 1: If you answer “Yes” to the operations related questions, please explain the important policies, strategies, measures, and implementations adopted; if you answer “No” to the operations related questions, please explain the reasons and explain the plan in adopting relevant policies, strategies, and measures in the future.

Note 2: If the company has prepared a corporate social responsibility report, in terms of “operations,” it can be replaced with the method of checking the corporate social responsibility report and page index indicated. Note 3: The principle of “materiality” refers to the environmental, social, and corporate governance issues that have a significant impact on the company’s investors and other stakeholders.

  • 36 -

Corporate governance

(VI) The ethical corporate management operation and the deviation from the “Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies,” and the reasons for the variation:

Assessment Items Operations(Note 1) Operations(Note 1) Operations(Note 1) Deviation From the “Ethical
Corporate Management Best-
Practice Principles for TWSE or
TPEx Listed Company” and the
reasons for the variation
Yes No Summary
1. Establishment of ethical corporate management policy and proposal
(1) Has the company specified its policy and method for the implementation
of ethical corporate management in its Article of Incorporation and
external documents, and have the Board and the management of the
company promised to pursue the policy of ethical corporate management?
(2) Has the company established an assessment mechanism of risk from
unethical behavior to regularly analyze and assess business activities with
higher risk of involvement in unethical behavior and preventive programs
for unethical behaviors containing at least the preventive measures stated
in Paragraph 2, Article 7 of the “Ethical Corporate Management Best-
Practice Principles for TWSE/TPEx-Listed Companies?”
(3) Has the company established in the preventive programs the operating
procedures for unethical behavior prevention, penalties and grievance
systems of breaching the guidelines for conduct, and implemented and
periodically reviewed them?
V
V
V
The company formulated the “Ethical Corporate
Management Best-Practice Principles” on March 24,
2011 to substantiate the ethical corporate management
policy and to actively prevent unethical conducts,
which was approved by the board of directors; also,
the amendments were approved and implemented by
the board of directors on March 20, 2017, November
11, 2019, and January 8, 2020, and reported in the
shareholders’ meetings on June 12, 2020.
The newly elected directors and independent directors
after the election of the 26thboard of directors issued a
statement of non-violation of the principle of ethical
corporate management to demonstrate the company’s
commitment to actively implement the ethical
corporate management strategy.
According to the “Regulations Governing the
Establishment of Internal Control Systems by Public
Companies,” the controlling environment of the
company’s internal control system constituents
includes preventing the business activities with high
risk of unethical conduct within the business scope,
and evaluating the appropriateness and effectiveness
of execution within the annual self-evaluation of the
internal control system operation to prevent the risk of
unethical corporate management accordingly.
The company while implementing corporate social
responsibility has formulated regulations for
preventing unethical conducts in various operating
procedures. Such as, formulate the “Informant
Regulations” and the “Rules Governing the Control of
Improper Gains” to conduct ethical corporate
management and toprohibit anyform of bribery.
It complies with the “Ethical
Corporate Management Best-
Practice Principles for
TWSE/TPEx Listed Companies”
without any material
nonconformity identified.
It complies with the “Ethical
Corporate Management Best-
Practice Principles for
TWSE/TPEx Listed Companies”
without any material
nonconformity identified.
It complies with the “Ethical
Corporate Management Best-
Practice Principles for
TWSE/TPEx Listed Companies”
without any material
nonconformity identified.
  • 37 -

Corporate governance

2. Implementation of Ethical Corporate Management
(1) Has the company assessed the ethical management records of the
counterparties and specified the ethical corporate management clauses in
the contracts that it has signed with the counterparties?
(2) Has the company set up a unit responsible for promotion of corporate
ethical management under the Board? Does the company report its ethical
corporate management policy, unethical conduct prevention plan, and
relevant supervision and implementation regularly (at least once a year)?
(3) Has the company made the policies for the prevention of the conflict of
interest and provided appropriate channels for the proper pursuit of the
avoidance of the conflict of interest?
(4) Has the company established an effective accounting system and internal
control system for the implementation of ethical corporate management;
also, has the internal audit unit drafted up relevant audit plans according to
the assessment results of unethical conducts in order to verify compliance
with the plan to prevent unethical conducts, or to have the audits
performed by independent auditors?
(5) Has the company regularly organized internal and external education
training on ethical corporate management?
V
V
V
V
V
The company has formulated relevant measures for
implementation, and clearly stipulated the ethical
conduct clauses in the contract, such as, having
violations handled according to the agreements.
The company has organized a part-time unit (corporate
governance team) responsible for the promotion and
operation of ethical corporate management, and has
regularly reported its implementation to the board of
directors.
The company has had a complaint hotline and a
grievance mailbox in service with the informant
protected. The practice of recusal is exercised when
there is a conflict of interest surfacing.
The company has handled matters in accordance with
the law and regulations. The audit unit assesses the
risks and executes the audit in accordance with the
prepared audit plan, and contracted the independent
auditors to regularly check various systems, and
regularly reports to the board of directors.
The company regularly arranges the education and
training programs for senior executives, existing
employees, and new employees to explain the
principles of ethical corporate management. The
company had arranged the internal corporate social
responsibility courses for the benefit of about 80
persons and a total of about 160 hours.

It complies with the “Ethical
Corporate Management Best-
Practice Principles for
TWSE/TPEx Listed Companies”
without any material
nonconformity identified.
It complies with the “Ethical
Corporate Management Best-
Practice Principles for
TWSE/TPEx Listed Companies”
without any material
nonconformity identified.
It complies with the “Ethical
Corporate Management Best-
Practice Principles for
TWSE/TPEx Listed Companies”
without any material
nonconformity identified.
It complies with the “Ethical
Corporate Management Best-
Practice Principles for
TWSE/TPEx Listed Companies”
without any material
nonconformity identified.
It complies with the “Ethical
Corporate Management Best-
Practice Principles for
TWSE/TPEx Listed Companies”
without any material
nonconformity identified.
3. The function of the reporting system of the company
(1) Has the company established the system for reporting unethical practices
with action plan and rewards to the informants, and relevant channels for
reporting, and also the appointment of designated personnel for handling
the report and the person being reported?
(2)Has the companyestablished the standard operationprocedures for the
V
V
The company has established a convenient,
transparent, and smooth reporting channel, and has
assigned a dedicated unit to accept and protect the
informants. There has been no reporting event this
year.
The companyhas formulated the “Informant
It complies with the “Ethical
Corporate Management Best-
Practice Principles for
TWSE/TPEx Listed Companies”
without any material
nonconformity identified.
It complies with the “Ethical
  • 38 -

Corporate governance

investigation of complaints as reported, follow-up actions after the
investigation, and related mechanisms for confidentiality?
(3) Has the company taken appropriate measures for the protection of the
informants from undue treatment after reporting?
V Regulations” and “Regulations Governing the
Reporting and Confidentiality of Informants,” and also
standardized and implemented the relevant operating
procedures for accepting and reporting matters.
The company has formulated the “Regulations
Governing the Reporting and Confidentiality of
Informants” to protect informants from being punished
unjustly.
Corporate Management Best-
Practice Principles for
TWSE/TPEx Listed Companies”
without any material
nonconformity identified.
It complies with the “Ethical
Corporate Management Best-
Practice Principles for
TWSE/TPEx Listed Companies”
without any material
nonconformityidentified.
4. Intensification of Disclosure
Has the company disclosed on its website and Market Observation Post
System the content and promotion effect of its “Ethical Corporate
management Best-Practice Principles?”
V The relevant information has been disclosed on the
company’s website and Market Observation Post
System.
It complies with the “Ethical
Corporate Management Best-
Practice Principles for
TWSE/TPEx Listed Companies”
without any material
nonconformity identified.
5. If the company has the “Ethical Corporate Management Best-Practice Principles” formulated in accordance with the “Ethical Corporate management Best-Practice Principles for
TWSE/TEPx Listed Companies,” please specify the operation and the deviation between them.
The company has the “Ethical Corporate management Best-Practice Principles” formulated in accordance with the “Ethical Corporate management Best-Practice Principles for
TWSE/TEPx Listed Companies.” The company has organized a part-time unit responsible for the promotion and operation of ethical corporate management and has regularly
reported its implementation to the board of directors;also,the operatingstatus is disclosed in the annual report and there has been no difference in operation identified so far.
6. Other vital information that helps to understand the practice of business integrity of the company (e.g. the review and revision of the best-practice principles of the company in
business integrity)
The company strengthens the promotion to stakeholders through the website and internal and external publications, express the company’s determination to operate with integrity.
The company formulated the “Ethical Corporate Management Best-Practice Principles” on March 24, 2011, which was approved by the board of directors; also, the amendments
were approved and implemented by the board of directors on March 20, 2017, November 11, 2019, and January 8, 2020, and reported in the shareholders’ meetings on June 12,
2020.

Note: Whether the company selects “Yes” or “No” in operations, it should explain the situation in the summary space.

  • 39 -

(VII) If the company has the “Corporate Governance Best-Practice Principles” and related regulations formulated, the inquiry method should be disclosed:

The company’s board of directors approved the “Corporate Governance Best-Practice Principles” on March 23, 2015; also, the amendments to the “Corporate Governance Best-Practice Principles” were approved by the board of directors on May 5, 2017, March 21, 2019, and January 25, 2021, which were issued and announced on the company’s website and Market Observation Post System – Corporate Governance section.

(VIII) Other important information that may help to understand the operation of corporate governance should also be disclosed.

  1. The company has formulated the “Procedures for Handling Material Inside Information,” which was approved in the 25[th] meeting of the 22[nd] Board of Directors of the company; also, conducted education and propaganda to the company’s directors, supervisors, managers, and employees through the company’s internal website. The “Procedures for Handling Material Inside Information” has been uploaded to the company’s internal website and it is for the reference and compliance of colleagues; also, the relevant implementation status is disclosed in the annual report.

2. Managers’ participating corporate governance training:

Title Name Date of (elected
to) office

Training
date
Organizer Course name Training
hours
President HSU, CHING-
CHAO
2019/3/4 2020/11/10 Taiwan
Corporate
Governance
Association
5G key
technologies
and application
opportunities
3 hours
Vice
President
PENG, CHUN-
YEN
2021/3/1 2020/11/10 Taiwan
Corporate
Governance
Association
5G key
technologies
and application
opportunities
3 hours
Vice
President
CHEN, YE-
KWAN
2021/3/1 2020/11/10 Taiwan
Corporate
Governance
Association
5G key
technologies
and application
opportunities
3 hours

(IX) The following matters related to the implementation of the internal control system should be disclosed:

  1. Internal control statement: Please refer to next page for details.

  2. Those who contract the independent auditors to review the internal control system should disclose the independent auditor’s report: None

  3. 40 -

Corporate governance

SAMPO CORPORATION Declaration of Internal Control System

Date: March 24, 2021

The company’s 2020 internal control system statement is as follows in accordance with the selfevaluation results:

  1. The company is aware that the establishment, execution, and maintenance of the internal control policies are the responsibility of the company’s board of directors and managers. The company has such system established. The purpose is to provide reasonable assurance on the achievement of operating effectiveness and efficiency (including profits, performance, and assets safeguarding), reporting matters with reliability, timeliness, and transparency, and compliance with the relevant law and regulations.

  2. Internal control policies are burdened with limitations. No matter how they are robustly designed, effective internal control policies merely provide reasonable assurance to the achievements of the aforementioned three goals. Furthermore, environmental and situational changes may affect the effectiveness of internal control policies. However, self-supervision mechanism was implemented within the company’s internal control policies to facilitate immediate rectification once procedural flaws have been identified.

  3. The company has based on the criteria of the internal control system effectiveness in the “Regulations Governing the Establishment of Internal Control System by Public Companies” (referred to as the “Regulations” hereinafter) to determine the effectiveness of the internal control system design and implementation. The criteria stated in the “Regulations” consist of five major elements, each representing a different stage of internal control: 1. Control environment, 2. Risk evaluation, 3. Procedural control, 4. Information and communication, 5. Supervision. Each element further contains several items. Please refer to the “Regulations” for details.

  4. The company has adopted the internal control system criteria in the preceding paragraph to evaluate the effectiveness of the company’s internal control system in both design and implementation.

  5. The company, based on the evaluation results stated in the preceding paragraph, believes that the design and implementation of the company’s internal control system (including the supervision and management of subsidiaries) was effective as of December 31, 2020, which helped reasonably ensure the achievement of the following objectives: understanding the effectiveness of operations and the extent to which efficiency targets were achieved and a reliable, timeliness, and a transparent reporting system in place that complied with relevant requirements, law, and regulations.

  6. This declaration forms part of the main contents of the company’s annual report and prospectus, and shall be disclosed to the public. Any misrepresentation or concealment of the aforementioned disclosures shall be liable to violation of Articles 20, 32, 171 and 174 of the Securities and Exchanges Act and the legal consequences thereof.

  7. This declaration was approved by the company’s board of directors on March 24, 2021. None of the 7 directors present held objections to the content of this declaration.

SAMPO CORPORATION

Chairman: Chen Mao-Bang Industry and Commerce Development Foundation

President: HSU, CHING-CHAO

  • 41 -

  • (X) In the most recent year and as of the annual report publication date, the company and its internal personnel had been punished in accordance with law, or the company had imposed penalties on its internal personnel for violations of the internal control system, and the results of the penalties may have a significant impact on shareholders’ equity and securities prices, then the punishment content, major nonconformities, and corrective actions should be specified: None

(XI) Major resolutions of the shareholder and board meetings in the most recent year to the day this Annual Report was printed:

  1. Important resolutions of the shareholders’ meeting and the implementation:
Date Major resolutions Status of implementation:
2020.06.12 1. Ratified the company’s 2019 business
report and financial statements.
2. Ratified the company’s 2019 earnings
distribution proposal.
3. Amendments to the company’s “Ethical
Corporate Management Best-Practice
Principles.”
4. Amendments to the company’s “Rules of
Procedures for Shareholders’ meetings.”
5. The reelection of all the directors;
6. Approved the lifting of the non-compete
restrictions on the newly elected
directors and their representatives.

Complied with the resolutions reached.
The distribution base date was scheduled
on July 7, 2020, and the distribution was
completed on July 17, 2020 in accordance
with the resolution of the shareholders’
meeting. (Distribution of cash dividends of
NT$1.5 per share) )
It had been implemented in accordance
with the amended regulations.
It had been implemented in accordance
with the amended regulations.
It had been implemented in accordance
with the election results.
It was uploaded completely for
announcement on June 12, 2020 in
accordance with the resolutions of the
shareholders’ meeting.

2. Major resolutions of the Board of Directors

Date Major resolutions
2020.01.08 1. Approved the company’s 2020 business operation plan.
2. Approved the 2019 bonus distribution plan for the company’s managers.
3. Approved the 2020 transfer of treasury stock to the company’s managers.
4. Approved the amendments to the “Rules of Procedures for Board of directors’
meetings”
5. Approved the 2018 unappropriated earnings subject to the “substantive investment
subject to unappropriated earnings reduction” proposal as stated in Article 23-3 of
the“Statute for Industrial Innovation.”
2020.03.17 1. Approved the company’s 2019 remuneration to employees and directors.
2. Ratified the company’s 2019 financial statements.
3. Approved the company’s 2019 earnings distribution proposal.
4. Approved the company’s 2019 internal control system declaration.
5. Approved the 2019 unappropriated earnings subject to the “substantive investment
  • 42 -

Corporate governance

Corporate governance
Date Major resolutions
subject to unappropriated earnings reduction” proposal as stated in Article 23-3 of
the “Statute for Industrial Innovation.”
6. Approved the company’s deadline extension for the “16thTreasury Stock Transfer
to Employee” proposal.
7. Approved the company’s disposal of real estate (15 land lots and ground
constructions at No. 620, Dinghu Section, Guishan District, Taoyuan City).
8. Approved the development of Sampo Tucheng factory; also, the donation of land
in accordance with the law and negotiating the purchase of land for public
facilities that qualified for plot ratio incentive and transfer in Tucheng District.
9. Approved the amendments to the company’s “Rules of Procedures for
Shareholders’ meetings.”
10. Approved having the shareholders’ nomination rights related matters handled by
the regular shareholders’ meeting.
11. Approved having the shareholders’ proposing rights and electronic voting related
matters handled by the regular shareholders’ meeting.
12. Approved the 2020 director reelection handled by the regular shareholders’
meeting.
13. Approved the nomination of candidates for the company’s 2020 independent
directors.
14. Approved the lifting of the non-compete restrictions on the newly elected directors
and their representatives.
15. Approved the proposed date, venue, and content of the 2020 regular shareholders’
meeting.
16. Approved the appointment of Mr. PENG, CHUN-YEN, Assistant Vice President,
as the corporate governance officer.
17. Approved retroactively the dismissal of the company’s manager.
2020.05.12 1. Ratified the company’s 2020 Q1 financial statements.
2. Approved the company’s disposal of real estate (15 land lots and ground
constructions at No. 620, Dinghu Section, Guishan District, Taoyuan City) and
entrusting professional consultants to sell at the reserve price.
2020.06.12 1. Approved the election of chairman and vice chairman.
2. Approved the employment of the company’s President.
3. Approved the 3 members of the “Audit Committee” elected lawfully.
4. Approved the 3 members of the“Remuneration Committee”elected lawfully.
2020.07.14 1. Approved the company’s 2019 remuneration to directors.
2. Approved the company’s disposal of real estate (15 land lots and ground
constructions at No. 620, Dinghu Section, Guishan District, Taoyuan City).
3. Approved having the board of directors agreed to authorize the institutional
chairman, Chen Mao-Bang Industry and Commerce Development Foundation, to
designate Mr. CHEN, SHENG-TIEN as the representative of the company to sign
relevant contracts and supplementary agreements with financial institutions.
2020.08.11 1. Ratified the company’s 2020 interim financial statements.
2. Approved the 2020 salary adjustment for the company’s managers.
2020.11.10 1. Ratified the company’s 2020 Q1-Q3 financial statements.
2. Approved the independence and competence evaluation of the independent
auditors appointed by the company in 2020.
3. Approved the remuneration of the company’s independent auditors in 2020.
4. Approved the company’s 2021 audit plan
2021.01.25 1. Approved the company’s 2021 business operation plan.
2. Approved the 2020 bonus distribution plan for the company’s managers.
  • 43 -
Date Major resolutions
3. Approved the 2021 transfer of treasury stock to the company’s managers.
4. Approved the amendments to the company’s Remuneration Committee Charter.
5. Approved cooperating with the replacement of independent auditors inside the
accounting firms and assessing their independence and competency.
6. Approved the amendments to the company’s “Articles of Incorporation.”
7. Approved the amendments to the company’s “Corporate Governance Best-
Practice Principles.”
8. Approved the amendments to the company’s “Audit Committee Charter.”
9. Approved the enactment of the company’s “Rules Governing the Scope of Powers
of Independent Directors.”
10. Approved the amendments to the company’s “Rules of Procedure for Board of
directors’ meetings.”
11. Approved the enactment of the company’s “Procedures for Election of Directors.”
12. Approved the enactment of the company’s “Self-Evaluation or Peer Evaluation of
the Board of Directors.”
13. Approved the amendments to the company’s “Rules of Procedures for
Shareholders’ meetings.”
14. Approved the additional construction of the warehouse building of Sampo Tainan
Plant, the 2ndphase project (1F-3F) with steel structure.
15. Approved retroactively the capital increase for NT$200 million in cash for the
operation needs of the company’s subsidiary, Debao Home Appliances Co, Ltd.
2021.03.24 1. Approved the company’s 2020 remuneration to employees and directors.
2. Ratified the company’s 2020 financial statements.
3. Approved the company’s 2020 earnings distribution proposal.
4. Approved the company’s 2020 internal control system declaration.
5. Approved the 2020 unappropriated earnings subject to the “substantive investment
subject to unappropriated earnings reduction” proposal as stated in Article 23-3 of
the “Statute for Industrial Innovation.”
6. Approved the amendments to the company’s “Articles of Incorporation.”
7. Approved having the shareholders’ proposing rights and electronic voting related
matters handled by the regular shareholders’ meeting.
8. Approved the proposed date, venue, and content of the 2021 regular shareholders’
meeting.
9. Approved the construction of the corporate headquarters at No. 19, Dinghu Road,
Guishan District, Taoyuan City.
10. Approved the adjustment of the steel structure budget of the 2ndphase project (1F-
3F) of the warehouse building of Sampo Tainan Plant.
11. Approved retroactively the adjustment of remuneration to the company’s
managers.

(XII) In the most recent year and as of the annual report publication date, directors or supervisors who have different opinions on important resolutions passed by the board of directors with records or written statements filed: None

(XIII) Summary of the resignation and dismissal of the company’s chairman, President, accounting officer, financial officer, internal audit officer, corporate governance officer, and R&D officer in the most recent year and as of the annual report publication date: None

  • 44 -

Corporate governance

V. Independent auditor’s fee

Unit: NT$ Thousand

Unit: NT$Thousand
Name of
CPA firm
Name of
CPA
Auditing
fee
Non-auditing fee CPA audit
period
Remarks

System
design
Industrial
and
commercial
registration


Human
resource

Others
(Note 2)
Subtotal
Deloitte &
Touche
Yu, Su-
Huan
5,600 467 467 2020.01

2020.12

Non-audit service: financial asset
appraisal, annual report review,
business tax direct deduction method
review, non-executive supervisor salary
inspection, and special law report on
remittance inward funds
Lin, Yi-
Hui
  • (I) If the non-audit fees paid to the independent auditors, the CPA Firm to which the independent auditors belong, and its affiliates are more than one-fourth of the audit fees, the amount of audit and non-audit fees and the content of non-audit services should be disclosed: Already disclosed in the above table

  • (II) If there is a change of Accounting Firm and the audit fee paid in the changing year is less than what was paid the year before, the amount, proportion, and reason for the reduction of audit fee shall be disclosed: None

  • (III) If the audit fee is decreased by more than 10% compared with the audit fee paid in previous year, the amount, proportion, and reason for the reduction of audit fee shall be disclosed: None

  • None

  • 45 -

VI. Change of CPAs:

(I) Former CPA

(I) Former CPA
Date of replacement January25,2021
Reason for replacement
and note
Due to the internal adjustment needs of Deloitte & Touche, the
independent auditors were changed from CPA Su, Yu-Shiou and CPA
Lin,Yi-Huito CPA Yu, Su-Huanand CPA Lin,Yi-Hui.
Termination or
appointment rejection by
the appointer or CPAs
Interested party
Condition
Certified Public
Accountant
Appointer
Active termination Not applicable. Not applicable.
Appointment/reappointment
rejection
Not applicable. Not applicable.
Opinions in and reason
for audit reports issued
other than unqualified
opinion in the last two
years
None
Disagreement with the
issuer (Yes/No)
Yes Accounting principles or practices
Disclosure of financial statements
Audit scope or procedure
Others
None V
Notes Not applicable.
Other disclosures
(Matters to be disclosed
as set out in Sub-clause
10.6.1.4 through 10.6.1.7
of these Regulations)
None

(II) New CPAs:

(II) New CPAs:
Name ofCPA firm Deloitte &Touche
Name of CPA Yu, Su-Huan and Lin, Yi-Hui
Date ofappointment January25,2021
Consultancy and result before appointment
concerning the accounting practices or
principles for specific transactions and the
opinions possibly offered on financial
statements
None
New CPA’s written opinion on the matters on
which the former CPA had different opinions
None

(III) Former independent auditor’s replies relating to Item 1 and 2-3, Subparagraph 6, Article 10 of the “Regulations:” Not applicable

  • 46 -

VII. The company’s chairman, President, or any manager involved in financial or accounting affairs being employed by the CPA Firm or any of its affiliates within the year: None

VIII. Shareholding transfers and share collateralization within the latest year, up till the publication date of this annual report, initiated by directors, supervisors, managers and shareholders with more than 10% ownership interest:

(I) Change in equity

2020 2020 As of April 17 of theyear As of April 17 of theyear
Mortgaged Mortgaged
Shareholding Shareholding
shares shares
Title Name

Share

Share
Share increase Share increase

increase

increase
(decrease) (decrease)
(decrease) (decrease)
Chen Mao-Bang Industry and
Chairman
Commerce Development
0
0

0

0
Foundation
Vice Chairman Chen, Sheng-Chuan (1,769,000) 0 0 0
Chen Zhang Xiu Ju Culture and
Director 0
0

0

0
Education Foundation
Director Chen, Sheng-Wei 0 0 0 0
Independent
Chian, Chen-Rong 0
0

0

0
Director
Independent
Lou, Yung-Chien 0
0

0

0
Director
Independent
Huang, Chiu-Yung 0
0

0

0
Director
President HSU, CHING-CHAO 110,000 0 180,000 0
Vice President YANG, CHENG-MIN 70,000 0 0 0
Corporate
Governance
Officer, Vice PENG, CHUN-YEN 80,000
0

100,000

0
President, and
FinancialOfficer
Vice President CHEN,YE-KWAN 34,000 140,000
Assistant Vice
LUO, WEI-HSU 80,000
0

0

0
President
Assistant Vice
President and
CHIANG, CHUAN-TIEN 50,000
0

70,000

0
Accounting
Officer
Assistant Vice
Chang, Chiao-Wei 0
0

0

0
President

Note 1: Handled the transfer of treasury stocks to employees in February 2020 and February 2021. Note 2: LUO, WEI-HSU stepped down from the position of Assistant Vice President in February 2020, and YANG, CHENG-MIN stepped down from the position of Vice President in July 2020.

Note 3: PENG, CHUN-YEN was promoted to the position of Vice President, CHEN, YE-KWAN was promoted to the position of Vice President, and CHIANG, CHUAN-TIEN was promoted to the position of Assistant Vice President in March 2021.

Note 4: Chang, Chiao-Wei was promoted to the position of Assistant Vice President in April 2021.

  • 47 -

(II) Shares transfer information: None (III) Shares mortgaged information: None

  • 48 -

Corporate governance

IX. Information on the top ten shareholders in shareholding ratio and are related parties or with a relationship of being a spouse or a relative within the 2[nd] degree of kinship:

April 17,2021 April 17,2021 April 17,2021 April 17,2021 April 17,2021 April 17,2021 April 17,2021 April 17,2021 April 17,2021
Name Own shareholdings Shareholding by spouse
or dependents
Shareholding in the
name of a third party
For the top ten shareholders in
shareholding ratio who are related parties
or with a relationship of being a spouse or
a relative within the 2nddegree of kinship
as defined in Financial Accounting
Standards Board No. 6, please state the
tile or name andrelationship.

Remarks
Shares Shareholding
percentage
Shares Shareholding
percentage

Shares
Shareholding
percentage
Name Relation
MACLADY INVESTMENT LTD. 32,545,800 8.41% None None
(Representative: WEI, CHIN-YI) 0 0% 0 0% 0 0% None None
FUDY INVESTMENT CO.,LTD. 18,000,000 4.65% None None
(Representative:YEN, CHENG-HSIUNG) 19,168 0.01% 0 0% 0 0% None None
STEFFILI INVESTMENT CO.,LTD. 17,818,000 4.60% None None
(Representative: WENG, CHIA-SHENG) 325,033 0.08% 0 0% 0 0 None None
QUANBAO INVESTMENT CO.,LTD. 10,049,830
2.60%

None None
(Representative: PENG, CHUN-YEN) 180,527
0.05%

354
0% 0 0 None None
Chen, Sheng Wei 8,122,698 2.10% 0 0% 0 0% None None
Chen, Sheng Chuan 7,000,932 1.81% 0 0% 0 0% None None
MONTEREY DEVELOPMENT CO.,LTD. 6,230,000 1.61% None None
(Representative: CHEN, YI-HSIU) 0 0% 1,600,000 0.41% 0 0% None None
CITI (TAIWAN) COMMERCIAL BANK IS
ENTRUSTED WITH THE CUSTODY OF THE
INVESTMENT ACCOUNT OF THE
NORWEGIAN CENTRAL BANK
5,761,409 1.49% None None
EMPLOYEE JOINT WELFARE COMMITTEE
OFSAMPO CORPORATION
4,578,628 1.18% None None
(Representative: HSU, CHING-CHAO) 474,000 0.12% 0 0% 0 0%
JPMORGAN CHASE BANK N.A., TAIPEI
BRANCH IN CUSTODY FOR VANGUARD
TOTAL INTERNATIONAL STOCK INDEX
FUND, A SERIES OF VANGUARD STAR
FUNDS
4,557,800 1.18% None None
  • 49 -

X. Investments jointly held by the company, the company’s directors, supervisors, managers, and enterprises directly or indirectly controlled by the company, with shareholding disclosed in aggregate of the said parties:

December 31, 2020 Unit: Shares

December 31, 2020
Unit: Shares
December 31, 2020
Unit: Shares
Investee Investment of the company Investment of the directors, Comprehensive investment
supervisors, managers and
business under direct or
indirect control
Shares Shareholding
ratio
Shareholding Shareholding Shareholding
ratio
Shareholding

ratio
SAMPO INTERNATIONAL 1,000,000 100.00%
1,000,000 100.00% - 0.00%
TRADE& INVESTMENT Co., Ltd
QUANBAO INVESTMENT CO., 114,325,000
114,325,000 100.00% - 0.00% 100.00%
LTD.
DEBAO HOME APPLIANCE CO., 20,000,010
20,000,010 100.00% - 0.00% 100.00%
LTD.
SAMPO HOME INC. 50,000,000 100.00% - 0.00% 50,000,000 100.00%
AMIGO LOGISTICS 31,599,629
21,154,865 48.76% 10,444,764 24.07% 72.83%
CORPORATION
RECHI PRECISION CO., LTD. 135,610,160 26.86% 4,268,976 0.85% 139,879,136 27.70%
NELONG ENTERPRISE 3,660,000
- 0.00% 3,660,000 61.00% 61.00%
CORPORATION LTD.
SAMPO JAPAN INC. 3,000 100.00% - 0.00% 3,000 100.00%
Sampo International Food Service Co., 10,000,000
- 0.00% 10,000,000 100.00% 100.00%
Ltd.
DONGGUAN SAMPO
ELECTRONICS CO.,LTD.
1,400,000
- 0.00% 1,400,000 70.00% 70.00%
NISSIN GLOBAL
LOGISTICS(TAIWAN) CO., LTD.
2,550,000
- 0.00% 2,550,000 51.00% 51.00%
AMIGOHOME LIFECO.,LTD. - 0.00% 2,100,000 100.00% 2,100,000 100.00%
SAMPO ASSET MANAGEMENT
CO.,LTD.
1,000,000
- 0.00% 1,000,000 100.00% 100.00%
  • 50-

Capital Overview

Four Capital Overview

I. Capital & Shares

(I) Sources of capital:

As of April 17, 2021

Unit: NT$ thousand/thousand shares

As of April 17, 2021
Unit: NT$thousand/thousand shares
As of April 17, 2021
Unit: NT$thousand/thousand shares
As of April 17, 2021
Unit: NT$thousand/thousand shares
Month/Year Issue
Price

Authorized Capital
Paid-inCapital Note
Number of
Shares

Amount
Number of
Shares
Amount Sources of Share Capital Capital Increased
by Assets Other
than Cash

Others
2002.04 10 1,300,000 13,000,000 1,107,885.9 11,078,859 ⚫ Handle of treasury stock of NT$868,390
thousand for the reduction in capital
None -
2002.05 10 1,300,000 13,000,000 1,028,885.9 10,288,859 ⚫ Handle of treasury stock of NT$790,000
thousand for the reduction in capital
None -
2002.11 10 1,300,000 13,000,000 1,020,381.9 10,203,819 ⚫ Handle of treasury stock of NT$85,040
thousand for the reduction in capital
None -
2003.11 10 1,400,000 14,000,000 1,270,381.9 12,703,819 ⚫ Issuance of overseas depositary receipts in
cash and capital increase of NT$250,000,000
thousand
⚫ The official document No. 0920153978 issued
bythe FSC
None -
2004.08 10 1,500,000 15,000,000 1,340,000 13,400,000 ⚫ Capital increase of NT$ 442,104.62 thousand
by retained earnings (Including employee
bonus 60,990.05 thousand)
⚫ Capital increase of NT$254,076.38 thousand
from capital reserve
⚫ The official document No. 0930126400
issued bythe FSC
None -
2004.11 10 1,500,000 15,000,000 1,310,000 13,100,000 ⚫ Handle of treasury stock of NT$300,000
thousand for the reduction in capital
None -
2006.08 10 1,500,000 15,000,000 876,390 8,763,900 ⚫ Handle capital reduction of NT$ 4,336,100
thousand
⚫ The official document No. 0950129753 issued
bythe FSC
None -
2010.07 10 1,500,000 15,000,000 600,000 6,000,000 ⚫ Handle capital reduction of NT$2,763,900
thousand
⚫ The official document No. 0990037548 issued
bythe FSC
None -
2011.01 10 1,500,000 15,000,000 591,473 5,914,731 ⚫ Handle merger and capital reduction of NT$ 85,269.29 thousand
⚫ The official document No. 10001006950
issued bythe MOEA
None -
2012.10 10 1,500,000 15,000,000 584,100 5,841,000 ⚫ Handle of treasury stock of NT$73,731
thousand for the reduction in capital
None -
2013.02 10 1,500,000 15,000,000 564,100 5,641,000 ⚫ Handle of treasury stock of NT$200,000
thousand for the reduction in capital
None -
2014.02 10 1,500,000 15,000,000 544,100 5,441,000 ⚫ Handle of treasury stock of NT$200,000
thousand for the reduction in capital
None -
2014.10 10 1,500,000 15,000,000 533,000 5,330,000 ⚫ Handle of treasury stock of NT$111,000
thousand for the reduction in capital
None -
2014.12 10 1,500,000 15,000,000 525,000 5,250,000 ⚫ Handle of treasury stock of NT$80,000
thousand for the reduction in capital
None -
2016.08 10 1,500,000 15,000,000 505,000 5,050,000 ⚫ Handle of treasury stock of NT$200,000
thousand for the reduction in capital
None -
2016.11 10 1,500,000 15,000,000 499,000 4,990,000 ⚫ Handle of treasury stock of NT$60,000
thousand for the reduction in capital
None -
2018.10 10 1,500,000 15,000,000 484,000 4,840,000 ⚫ Handle of treasury stock of NT$150,000
thousand for the reduction in capital
None -
2018.12 10 1,500,000 15,000,000 387,200 3,872,000 ⚫ Handle of treasury stock of NT$968,000
thousand for the reduction in capital
⚫ The official document No. 1070332720 issued
bythe FSC
None -

Unit: Shares

Type of
Shares
Authorized Capital
Outstanding Shares (Note)
Unissued shares
Total
Authorized Capital
Outstanding Shares (Note)
Unissued shares
Total
Authorized Capital
Outstanding Shares (Note)
Unissued shares
Total
Remark
Unissued shares Total
Common
stock

387,200,000
1,112,800,000 1,500,000,000 Listed Stock
  • 51-

Information for Shelf Registration: Not applicable.

(II) Shareholder Structure:

(II) Shareholder Structure: (II) Shareholder Structure: (II) Shareholder Structure:
As of April 17,2021
Shareholder
Structure
Number of Shares
Government
agencies

Financial
institutions
Other Legal
Persons
Individual Foreign
institutions and
foreigners
Total
Number of
shareholders
2 7 203 90,604 172 90,988
Shareholding
(Shares)
2,101 135,180 126,357,392 213,020,266 47,685,061 387,200,000
Shareholding
Ratio(%)
0.00% 0.03% 32.64% 55.01% 12.32% 100.00%

(III) Distribution Profile of Share Ownership:

(Par value of NT$10 per share)

(III) Distribution Profile of Share Ownership:
(Par value of NT$10 per share)
(III) Distribution Profile of Share Ownership:
(Par value of NT$10 per share)
(III) Distribution Profile of Share Ownership:
(Par value of NT$10 per share)
(III) Distribution Profile of Share Ownership:
(Par value of NT$10 per share)
As of April 17, 2021
Class of Shareholding (Unit: Share)
Number of
Shareholders
Shareholding (Shares)
Percentage
1 ~ 999
66,218
10,681,401
2.76%
1,000 ~ 5,000
19,390
38,755,375
10.01%
5,001 ~ 10,000
2,713
20,442,387
5.28%
10,001 ~ 15,000
759
9,423,244
2.43%
15,001 ~ 20,000
559
10,071,517
2.60%
20,001 ~ 30,000
426
10,777,226
2.78%
30,001 ~ 40,000
231
8,266,920
2.14%
40,001 ~ 50,000
130
6,033,865
1.56%
50,001 ~ 100,000
274
19,383,609
5.01%
100,001 ~ 200,000
121
16,618,516
4.29%
200,001 ~ 400,000
78
22,242,791
5.74%
400,001 ~ 600,000
21
10,368,280
2.68%
600,001 ~ 800,000
16
10,591,057
2.74%
800,001 ~ 1,000,000
10
8,904,268
2.30%
1,000,001 or more
42
184,639,544
47.68%
Total
90,988
387,200,000
100.00%
Class of Shareholding (Unit: Share) Number of
Shareholders
Shareholding (Shares) Percentage
1 ~ 999 66,218 10,681,401 2.76%
1,000 ~ 5,000 19,390 38,755,375 10.01%
5,001 ~ 10,000 2,713 20,442,387 5.28%
10,001 ~ 15,000 759 9,423,244 2.43%
15,001 ~ 20,000 559 10,071,517 2.60%
20,001 ~ 30,000 426 10,777,226 2.78%
30,001 ~ 40,000 231 8,266,920 2.14%
40,001 ~ 50,000 130 6,033,865 1.56%
50,001 ~ 100,000 274 19,383,609 5.01%
100,001 ~ 200,000 121 16,618,516 4.29%
200,001 ~ 400,000 78 22,242,791 5.74%
400,001 ~ 600,000 21 10,368,280 2.68%
600,001 ~ 800,000 16 10,591,057 2.74%
800,001 ~ 1,000,000 10 8,904,268 2.30%
1,000,001 or more 42 184,639,544 47.68%
Total 90,988 387,200,000 100.00%

Note: The company has not issued preferred stock.

  • 52-

Capital Overview

(IV) List of Major Shareholders:

(IV) List of Major Shareholders: (IV) List of Major Shareholders: (IV) List of Major Shareholders: (IV) List of Major Shareholders: (IV) List of Major Shareholders:
As of April 17,2021
Shares
Name of Major Shareholders
Shareholding
(Shares)
Shareholding
Ratio (%)
MACLADY INVESTMENT LTD. 32,545,800
8.41%
FUDY INVESTMENT CO., LTD. 18,000,000 4.65%
Steffili Investment Co., Ltd. 17,818,000 4.60%
QUANBAO INVESTMENT CO., LTD. 10,049,830
2.60%
Chen, Sheng-Wei 8,122,698 2.10%
Chen, Sheng-Chuan 7,000,932 1.81%
MONTEREY DEVELOPMENTCO.,LTD. 6,230,000 1.61%
Special Account for Investment of the Central Bank of Norway
incustody ofCitibank(Taiwan)
5,761,409 1.49%
EMPLOYEE JOINT WELFARE COMMITTEE OF SAMPO
CORPORATION
4,578,628 1.18%
JPMORGAN CHASE BANK N.A., TAIPEI BRANCH IN
CUSTODY FOR VANGUARD TOTAL INTERNATIONAL
STOCK INDEX FUND, A SERIES OF VANGUARD STAR
FUNDS
4,557,800 1.18%
(V) Market Price, Book Value, Earnings, and Dividends in Past 2 Years:
Market Price,Book Value,Earnings,and Dividends
Item Year
2020
2019 As of April 30,
2021(Note 8)
Market price
per share
(Note1)
Highest 27.15 20.85 32.70
Lowest 15.70 13.45 25.10
Average 21.68 17.47 29.13
Net value per
share (Note 2)
Before distribution 20.99 17.58 17.37
After distribution - 16.03 -
Earnings
per share
Weighted Average Shares
(thousand shares)
369,885 368,802 371,235
Earningsper share(Note 3) 4.86 2.00 0.5
Dividends
per share
Cash dividend 2.5 1.5 -
Stock
dividends
Dividends from retained - -
earnings
Dividend for paid-in - -
capital
Accumulated Undistributed
Dividends (Note4)
- - -
Return on
Investments
Price/Earnings Ratio(Note5) 4.46 8.74 58.26
Price/Dividend Ratio(Note6) 8.67 11.65 -
Cash dividend yield (Note7) 11.53% 8.59% -
  • Where stock dividends were paid from earnings or capital reserves, the information on the market price and cash dividends adjusted retroactively according to the number of shares issued shall also be disclosed.

Note 1: List the highest and lowest share price in each year, and calculate the average market price by weighing transacted prices against transacted volumes.

  • Note 2: Please calculate based on the number of outstanding shares at year-end, and detail the amount of distribution resolved in next year's shareholders meeting.

  • Note 3: If stock dividends are issued, make retrospective adjustments while disclosing EPS before and after the adjustments.

  • Note 4: If equity securities are issued with terms that allow dividends to be accrued and accumulated until the the year the company makes profit, then the amount of cumulative undistributed dividends up till the current year must

  • 53-

be disclosed separately.

  • Note 5. Price/Earnings Ratio = Average closing share price of the period/Earnings per share.

Note 6: Price/Dividend Ratio = Average closing share price of the period/Cash dividend per share. Note 7: Cash dividend yield = Cash dividend per share/average closing share price of the year.

  • Note 8: Net worth per share and earnings per share should be based on audited (auditor-reviewed) data as at the latest quarter before the publishing date of this annual report. For all other fields, data should be provided as at the end of their respective years.

(VI) Company’s dividend policy and execution status:

1. Dividend Policy:

The net income, if any, shall be applied to make up for the accumulated losses, and appropriate 10% legal reserve. However, the appropriation of legal reserve should be ceased when it is equivalent to the company’s paid-in capital. The special reserve shall be appropriated or reversed according to the law and regulations. For the balance amount, if any, and the cumulative unappropriated earnings (including adjustment to the unappropriated amount), the board of directors shall draft an earnings distribution proposal to be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholder.

The company’s dividend policy takes into consideration the current and future development plan, investment environment, funding requirement and domestic and overseas competition. It also takes into consideration factors such as shareholder interest. Shareholder dividend and bonus may be paid in cash or by stock. Cash dividend shall represent at least 10% of total dividend amount.

  1. The current distribution of dividends proposed by the shareholders’ meeting:

  2. The board of directors approved the 2020 earnings distribution proposal lawfully with NT$2.5 per share in cash proposed and it is reported to the shareholders’ meeting for discussion and resolution.

(VII) Impacts of proposed stock dividends on the company’s business performance and earnings per share (EPS): Not applicable

  • 54-

Capital Overview

(VIII) Remuneration to employees and directors

  1. The percentage or range of remuneration to employees and directors stated in the company’s Articles of Incorporation: According to the company’s current Articles of Incorporation, the company shall appropriate not less than 1% of the earnings (net income before tax and before deducting remuneration to employees and directors), if any, as remuneration to employees and not more than 3% of the earnings as remuneration to directors. Appropriate for covering carryforward loss, if applicable, followed by the remuneration to employees and remuneration to Directors as mentioned.

Employee remuneration under the previous paragraph may be paid by stock or in cash and the targets include employees of subsidiaries meeting certain conditions. Directors’ remuneration under the preceding section may only be paid in cash.

Employee and director remuneration distribution proposals shall be resolved by the board of directors and reported to the shareholders’ meeting.

  1. Basis for the estimation of the remuneration to employees and directors in the current period, basis for the calculation of stock shares distributed to employees as remuneration, and accounting treatment for the difference between the actual distribution amount paid and the estimated amount:

The company’s shareholders’ meeting resolved to distribute remuneration to employees at an amount of NT$15,649,299 and remuneration to directors at an amount of NT$7,824,650 on June 12, 2020. The company had estimated and appropriated 2.2% of the earnings as remuneration to employees at an amount of NT$45,577,410 and 0.8% of the earnings as remuneration to directors at an amount of NT$16,573,604 in 2020. If there is a discrepancy between the actual amount resolved in the shareholders’ meeting and the estimated amount, it will be recognized as profit and loss in the year the resolutions reached by the shareholders’ meeting.

  1. Employee remuneration resolved by the Board of Directors:

  2. a. Pay remuneration to employees in the form of cash and stock dividend, and remuneration to directors. If it is different from the amount estimated in the year expense incurred, the amount of difference, causes, and treatment should be disclosed: The board of directors approved the proposed distribution of remuneration to employees of NT$45,577,410 and remuneration to directors of NT$16,573,604 on March 24, 2021, which is identical to the estimated amount in the year expense incurred.

  3. b. The proposed distribution of stock dividend to employees and its proportion to the net income and total remuneration to employees in current period: Not applicable

  4. c. The computed earnings per share after considering the proposed distribution of remuneration to employees and directors: Since there is no difference between the proposed distribution amount and the estimated amount, the computed earnings per share is NT$2.5/share after tax.

  5. Distribution of remuneration to employees and directors with the retained earnings from the previous year:

The remuneration to employees of NT$15,649,299 and remuneration to directors of NT$7,824,650 in current year from the earnings of 2019 is identical to the estimated amount booked in the 2019 financial statements.

  • 55-

(IX) Share Repurchases by the Company:

  1. Share Repurchases by the Company (Repurchases already completed)
hare Repurchases by the Company:
. Share Repurchases by the Company (Repurchases already completed)
hare Repurchases by the Company:
. Share Repurchases by the Company (Repurchases already completed)
As of April 17,2021
Treasury stocks: Batch Order
16th Batch
Purpose of buy-back
Transfershares to employees
Timeframe of buy-back
2017/08/11 ~ 2017/10/06
Price range
NT$14~16
Class, quantityof shares repurchased
Common stock11,000 thousand shares
Value of shares repurchased (in NT$ thousands)
NT$162,641thousand
Quantity of repurchased shares as a percentage
of total shares to be repurchased (%)
55%
Shares sold/transferred
6,100 thousand shares
Accumulated number of company shares held
4,900 thousand shares
Percentage of total companyshares held(%)
1.27%
Treasury stocks: Batch Order 16th Batch
Purpose of buy-back Transfershares to employees
Timeframe of buy-back 2017/08/11 ~ 2017/10/06
Price range NT$14~16
Class, quantityof shares repurchased Common stock11,000 thousand shares
Value of shares repurchased (in NT$ thousands) NT$162,641thousand
Quantity of repurchased shares as a percentage
of total shares to be repurchased (%)

55%
Shares sold/transferred 6,100 thousand shares
Accumulated number of company shares held 4,900 thousand shares
Percentage of total companyshares held(%) 1.27%
  1. Share Repurchases by the Company (Any repurchase still in progress): None.

II. Issuance of Corporate Bonds: None.

III. Issuance of Preferred Stock: None.

IV. Issuance of Global Depository Receipts:

Issue date
Item
Issue date
Item
Issue date
Item

November 21, 2003
Issuance and listing Luxembourg
Total amount US$104,375,000
Unit issuing price US$8.35
Units issued 12,500,000 units
Source of negotiable securities The company increases capital by 250,000,000 shares in
cash
Amount of negotiable securities 250,000,000 common shares of SAMPO
CORPORATION
Rights and obligations of GDR holders Except as otherwise provided in the depository
agreement, the same as those of common share holders
Trustee None
Depository bank The Bank of New York
Custodian bank The Hongkong and Shanghai Banking Corporation
Limited
Outstanding balance 43 units
Treatment of expenses incurred at issuance
and thereafter
Issue cost: as a deduction for the stock premium
issuance.
Expenses incurred after issuance: amortized by the
issuing company.
Important conventions about depository and
escrow agreement
Please see the Depository Agreement and the Escrow
Agreement description for details
Market
price per
unit
2020 years
(Note 1)
Highest N/A
Lowest N/A
Average N/A

Note 1. The GDR program has been terminated on July 15, 2020

  • 56-

Capital Overview

  • V. Employee Stock Warrant and New Shares to Employees with Restricted Rights: None.

  • VI. Issuance of New Shares in Connection with the Merger or Acquisition of Other Companies: None.

VII. Financing Plans and Implementation: None.

  • 57-

Five. Operational Overview

I. Business Contents

(I) Business scope

1. Major businesses and existing commodities:

Type Business scope Products
Electronic
products

1. R&D and make products
described on the right
hand side
2. Sell SAMPO branded
commodities in domestic
and global markets
3. Provide customers with
OEM/ODMproducts
LED displays (Hongtianlei premium audio
quality/multimedia displays, video conference
displays, monitors, cash register system displays,
car-mounted displays), security cameras (with
recording features), network cameras, smart
networking modules, IoT smart homes controller,
digital signage, electronic whiteboard, and other
digitalperipheralproducts.
Home
appliances

1. R&D and make products
described on the right
hand side
2. Sell SAMPO branded
commodities in domestic
and global markets
3. Provide customers with
OEM/ODMproducts
Refrigerators, freezers, cold storages, wine
cabinets, washing machines, drum washing
machines, dryers, air conditioners (window,
package, split, vertical, multi-unit type),
dehumidifier, microwave oven (residential,
commercial), plastic parts for refrigerators, plastic
plates, other plastic products, health products and
varioushousehold appliances.

2. Share of business:

. Share of business:
Item 2020
Electronic/home
appliance division
90.49%
Transportation division 9.51%
Total 100%

3. New products in development program:

Product type New products in development program
Multimedia related
products
SAMPO smart home management system: smart home appliances,
IoT control system
AI smart commodities: AI voice-control smart TV, voice assistant
Smart sensor: environment status sensors and wireless transmission
devices
LED AV technology: quantum dot/ultra-high color gamut display,
dual Dolby decoding
Webcam: security camera with two-way AV recording
TV wall for ads: outdoor full-color LED display, panels with ultra-
thin bezel
Imaging technology: UHD image processing technology, HDR,
WCG, MEMC
Touch display, 15”/ 15.6”/ 21.5”/32”
Multi-touch display 50”/ 55”/ 65” large metal case
Industrial standard LED display, 50”/ 55”/ 65”
Digital signage (advertising machine/TV wall), floor-standing
advertising machine
65”/75”/86” electronic whiteboard for teaching,
2x20/APA ECR’s customer display, 18.5" dual display
Car onboard display, 27”/ 46”-65”multi-touch display for vessels
Air conditioner 1. Models of vary frequency, single-split, PICOPURE R32
refrigerant, and new looks
2. Models of multi-split,small multi-split VRV
  • 58-

Operational Overview

Operational Overview
Product type New products in development program
3. PICOPURE series full heat exchanger providing comfortable and
cleanenvironment
Refrigerator 1. Models of vary frequency, 610L capacity, 2-door/3-door, grade 1
energy efficiency, and new looks
2. Models of vary frequency, 610L capacity, 3-door, grade 1 energy
efficiency, and new looks with glass enclosure
3. Models of vary frequency, 480L capacity, 3-door, grade 1 energy
efficiency, and new looks with glass enclosure
4. Models of vary frequency, 250L capacity, 2-door, grade 1 energy
efficiency, and new looks
Freezer 1. Models of fixed frequency, 216L capacity, air-cooling, frost-free
2. Models of fixed frequency, 445L capacity, air-cooling, frost-free
Washing machine 1. Models of large-capacity picopure ultra-thin body, single-slot, vary
frequency, brand new control panel, flat top cover, and new looks
with different colors
2. Models of large-capacity ultra-thin body, single-slot, vary
frequency, brand new control panel, flat top cover, and new looks
with different colors
3. Models of large-capacity, single-slot, fixed frequency, brand new
flat top cover, and new looks with different colors
Household
appliances
1. Dehumidifier of SAMPO brand, grade 1 energy-saving, 16/20L
large capacity
2. Dehumidifier of SAMPO/SYNCO brand, grade 1 energy-saving,
8/10L capacity, and new looks
3. Dehumidifier of SYNCO brand, grade 1 energy-saving, 6L
capacity,and new looks forpettybourgeoisie

(II) Industry overview

  1. Industry status now and development in future:

  2. (1) Electronic products

Amid soaring demands for displays with resolution rising from 2K to 4K, market share of the latter is expected to jump to 70% thanks to steadily advancing production technology. The markets of displays are set to trend into larger size and better definition. In addition, the COVID-19 pandemic is driving more people to adopt home entertainment by watching videos online with TV and remote work by networking computers. All these are boosting demands for display panels. Thanks to record breaking growth of global TV, the over demands for panels are driving costs of supply chains for panels, chips, and relevant materials in the second half of this year. Soaring prices of displays are set to come due to shortage in material inventory and containers. Forced to spend more time at home along with desire for better living conditions surely would lead to demands for smart home environment. Applications of AI technology and the IoT are set to keep on growing. The industry of smart life based on 5G speed communication is crowded by network and communication platform players and is to reshape the design and application of home appliances. Development of home appliances in the post-pandemic era should address the need of smart home, smart education, smart urban and rural and healthy life and target at healthy, clean, and smart home appliances.

  • (2) Home appliances

  • Slammed by COVID-19 pandemic everywhere around the world, manufacturing costs are boosted by sky rocketing maritime and material costs while the retailing prices remain sluggish due to fierce brand

  • 59-

competition. The SAMPO is aimed to launch products with enhanced functions and price-competitiveness to raise the company's profitability and brand image.

  1. Consumers are increasingly focusing on energy-saving and environmentalfriendly products including air conditioners, refrigerators, washing machines, dehumidifiers, and air purifiers. These household appliances must fully comply with the new energy-saving regulations set by the government.

  2. Market demands for air purifiers are booming amid fast spreading COVID19 pandemic and expectation for a new standard to be released by the government in 2023. Following the market trend, the SAMPO is to continue developing models compliant with new standards and searching for and introducing new technology based air purifiers.

  3. With increasingly less children born each year, more and more Taiwanese are raising dogs and cats instead. Addressing changing market demands, SAMPO is developing modular and inverter based mini air-conditioners to meet consumers’ personal or pet air-conditioning requirements, and to recreate SAMPO’ technology leadership with its exclusive PICOPURE water ion technology.

  4. Addressing rising environmental awareness, SAMPO is adopting new environment friendly refrigerants in its home appliances to mitigate the global greenhouse effect. SAMPO is minimizing the use of environmentally hazardous substances like mercury to make the best friend with our planet, enhance brand image, and grow the company more quickly.

  5. The relevance of the industry chain

Upstream
Component supplier
Panel manufacturer
Electronic parts
manufacturer
Stamping parts
manufacturer
Injection molded parts
manufacturer
Compressor manufacturer
Motor manufacturer
Magnetron manufacturer
Refrigerant supplier
Foaming liquid supplier
Midstream
Home appliance
manufacturer
Panel display manufacturer
Digital set-top box
manufacturer
Air-conditioner
manufacturer
Refrigerator manufacturer
Washing machine
manufacturer
Microwave oven
manufacturer
Downstream
Main customer
groups
OEM customers
Traditional home
appliance distributor
3C volume sales
channel
Warehousing
channel
E-commerce
channel
Government bids
General consumers
  1. Products’ trend of development and competitive profile:

  2. (1) Electronic products

Watching soap opera on smart TV and viewing videos streamed online amid the trending economy of stay-at-home is boosting demands for displays (with the lion’s share goes to the household displays of larger size and 4K resolution) at the expense of fewer products differentiations. This mandates competition for market share of electronic goods in multiple directions.

  1. Develop purchase preferences and increase the share of sales and production of displays of larger size and 4K resolution.

  2. Smart TV focuses on features of enhanced compatibility with network AV platforms, users’ convenient installation and friendly operation interface, and provision of AI-based voice search and legitimate network AV services.

  3. Build up cross-industry partnership to present premium AV contents and

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Operational Overview

expand channels with set-top boxes or karaoke machine centered promotion programs.

  4. Strengthen the team of commercial displays to provide dynamic and online contents editing software based on comprehensive logistic services and personalized training programs as well as professional and digital advertising machines, to continuously raise the share of advertising market. Extend the series of teaching tools (e.g. electronic whiteboards) and adapt to the development trend of smart home appliances to focus on R&D of new products targeting at convenient and smart family life. This is aimed to improve products quality and functions to penetrate the new markets dominated by leading Japanese and Korean manufacturers by making the most of the period of shrinking differentiation in display products. SAMPO will continue integrating the IoT cloud platform to keep pace with the fast changing era and facing the challenges in future.
  • (2) Home appliances

    1. In spite of soaring costs of raw materials and maritime transportation, prices of end products remain sluggish thanks to fierce market competition. The focus now is to control costs and launch new products with price flexibility.

    2. It is expected that the government is to release new energy consumption standard for refrigerators and air conditioners. This would drive the focus of competition and consumption toward grade 1 energy efficiency. Debut of full series of products with grade 1 energy efficiency could enhance the company's product image and market competitiveness.

    3. It is now trending toward energy-saving (as well as power- and water-saving) and environment friendly consumption. Competing in the future markets of home appliances is nothing but raising their energy-saving and environment friendly standards and introducing more localized Japanese style high-end products.

    4. Thanks to the impact of COVID-19 pandemic around the world, demands for antibacterial and antiviral products among others are booming. SAMPO is accelerating the introduction of Japanese-style air purifiers and create new business opportunities based on our own expertise in home appliances and abilities to search for new products compliant with Japanese specifications.

    5. Air-conditioning products are flocking to adopt environment-friendly refrigerants. Addressing this trend, SAMPO is launching full range air conditioners featuring PICOPURE R32 refrigerant and grade 1 energyefficiency with the flagship models appealing for elaboration.

  • (III) Overview of technology and R&D

1. R&D expenses in latest years

Item/year 2020 2019 2021 (as of the date
the annual report
goes to press)
Operating revenues
7,670,020
7,116,009 2,792,331
R&D expenses 99,319 85,901 30,677
Share 1.29% 1.21% 1.10%
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  • Successful new technologies and commodities developed in recent years (as of the date the annual report goes to press for this year)

Product type Technology describe
Display of 4K2K ultra-
high resolution
“Chaoxuan light” image processing technology,
Dolby Vision/Atmos AV decoding, dynamic
backlight and micro zone light control, high-contrast
imaging technology, MD Driver dynamic image
optimization, quantum dots, KSF ultra-wide color
gamut image quality processing, DVB-TV smart
audio real-time adjustment, Google TV licensed
smart display, USB 3.0 super high-speed AV
transmission interface, smart energy-saving display
LED display Programmable multimedia remotely scheduled
playback, multi-screen interaction, ultra-thin bezel
TV wall, advertising targeted display, touch display,
cash register, super large-size electronic whiteboard
for teaching. Multi-party instant video conference
display.
Digital video conference
system
Development of 24”/42”/50”/65”/75”/86” video
conference system
IoT smart home system TaiSEIA home appliance standard connection
interface, smart air conditioner, smart sensor,
handheld device APP, smart display with backend
service system for cloud based information
processing
Air conditioner Development of new models with environment
friendly R32 refrigerant, vary frequency, and CSPF
grade1energy efficiency
Refrigerator 1. Successfully adopt the Nano-Ti Aurora
antibacterial and deodorization technology in
refrigerator products.
2. Development of new process technology for
frameless glass door panels and refrigerators of
new looks.
3. Environmental protection labeling standards
compliance and development of technology for
ROHS parts.
4. National grade 1 energy saving specification
certified.
Washing machine 1. The technology of increasing the barrel and the
development of a slim new appearance washing
machine.
2. Development of new technology for dual filtration
system of non-return flocculation box.
3. Technical development of parts that comply with
environmental protection standards and RoHS
specifications.
4. Development of new technologies for energy-
saving and gold-level water-saving and cleaning.
Household appliances 1. Large capacity dehumidifier (20L)
2. Vary frequent micro air conditioner (air
conditioner forpets)
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Operational Overview

(IV) Long- and short-term business development plan

  1. Short-term business development plan:

  2. (1) Integrate SAMPO’s PC series vary frequent air conditioner with ARKDAN air purifier into IoT products to provide better consumer experience.

  3. (2) Continue to provide energy-saving, environment-friendly, water-saving and MIT smile labeling home appliances to demonstrate the credibility of in-house developed products.

  4. (3) Implement the SAP system to improve the management efficiency and integrate the company's core business processes and information. Optimize the development process and improve the total operation efficiency by big data analysis.

  5. (4) Organize new product launch conferences and channel-aimed training programs, bridge market development and retailing, bring about products more adaptive to consumer needs.

  6. (5) Provide better industry-school cooperation (Taipei City industry-in-school course) or corporate internship programs to strengthen the industry-school interaction, practice industry operation in school, and help the vocational students to get familiar with the industry ecology.

  7. Long-term business development plan:

  8. (1) Keep abreast of international and home appliance development trends, in line with emerging development models, brand to continue cultivating independent communities, and joint developing new products with consumers to launch products met consumer expectations.

  9. (2) Amid consumers’ increasingly pursuing cost-effective products, SAMPO is proactively improve pre-sales, in-sales, and after-sales services, launch valueadded products, and ramp up quality service networks to meet consumer expectations and grow operating income.

  10. (3) Integrate supplier management, product cost and other big data analysis to control supplier quality and procurement costs by making the most of the SAP system.

II. Market and Sales Overview

(I) Market analysis

  1. Region of sales (provision) of major commodities (services)
Major products Major sales region
Electronic products Taiwan, America, Europe, Asia
Home appliances Taiwan,Europe,Asia
  1. Market share, status of supply and demand, and growth of markets in future

  2. (1) Electronic products

    • A. LED:

Values of display products are determined by consumers’ AV experiences. SAMPO has been the leader in sound processing technology. Plan and development of new products are Hongtianlei sound technology centered. The quantum dot ultra-high color gamut display launched last year has tied its counterparts made in Japan and South Korea and won consumer’ acceptance. It combines existing HDR highly dynamic image processing with auto image content detection for high-contrast imaging with dynamic backlight tuning and adopts the micro-zone light control technology for

  • 63-

much better imaging. This upgrades SAMPO’s “Chaoxuan light” image processing technology to almost perfect level and beat competitors’ samegrade AV goods. With the help of smart application, the SAMPO Hongtianlei has become the synonym of premier goods and won the recognition by professional magazine and dealers in the highly competitive LED markets with its unique smart application, full range of media streaming online, and powerful data processing capacity. All these are set to win trusts from the markets.

Eying the energy policy advocated by the government, the full series of SAMPO’s thin LCD displays remain conforming to the government’s energy-saving labeling and ROHS standards to balance consumers’ desire of using new high-tech products and wishes to contribute in environment protection.

In recent years, the LED market faced a decline on the total sales volume, largely due to a shift in the consumers’ viewing preferences, relying largely on their handsets and tablets as the main devices for viewing programming and dramas, wherein the total volume in 2020 has not seen a significant growth but still remained at around 900,000 units in sales, while the display devices see the functions stabilizing and also the market lacking long-term emerging mainstream applications to stimulate a device replacement trend, but later owing to the pandemic spread and the prevailing Internet audiovisual entertainment trend, it excels the market’s demand for display devices, which slightly escalates the demand for the 4K smart displays; yet due to the materials shortage and a steady rise in the pricing and costs, resulting in no significant growth in the total market sales volume, yet Sampo managed to secure its sales volume of the Sample brand alone at 10%, despite the fierce brand competition.

In 2021, Sample vies to make smart use of the home economy’s market trend, with an aim to prop up its market share, by continuing to win over the consumers’ recognition through its QLED high A/V quality, to excel its smart TV’s manufacturing and sales ratios and to embrace the shift in the market demand, with high-end models offering ultrawide color scale and the hi-fi home theater sound quality, vying to secure a foothold in the same high-end market, while the mid- and low-end models are hinged on a high C/P value doctrine by providing high picture and sound quality, to compete with other rival brands. On the 4K networking, there is a higher end audiovisual application that can be used as the sales focus, collaborating with media platform service providers and Internet merchants, to offer a wider array of Internet A/V services and to achieve differentiation to rival products. It is anticipated to tap into more opportunities and feature characteristics in excelling the display market to challenge the goal of achieving the annual sales of 120,000 units and to elevate the brand’s market share to outrun other rival brands.

  • (2) Home appliances

  • A. Air-conditioner:

In 2020, Sampo’s air-conditioners are forecast to account for roughly 10% of the market share. Of which, the inverter products’ sales structure will continue to excel by up to 75% or more.

Sampo’s air-conditioners vie to become deeply-rooted in Taiwan by emphasizing on its durability. The serial detached inverter air-conditioners fully comply with CSPF new-energy control level-I standards and the key inverter detached air-conditioner series has further been accredited with

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Operational Overview

energy-saving and environmentally friendly duo insignia certifications. The high-end inverter detached series is coordinated with national patented ‘Pico Pure’ soluble ion function and has been certified by the national certification entity to effectively perform dehumidification, disinfectant, mildew prevention, deodorizing, allergy filtration and can further remove the harmful substance by up to PM2.5, as well as achieving the goal of a highefficiency filtration.

Besides the serial inverter products, Sampo has also launched the detached and window-mount serial products with affordable pricing that also meet the latest energy efficiency standards. To adapt to Taiwan’s climate, Sampo’s serial air-conditioners all adopt the stepped-up anticorrosion technology, enabling the consumers not only to enjoy convenient savings but also the wearability and durability, as it vies to strengthen the products and enhance the overall appearance quality; in addition, the Ministry of Education’s ongoing “classroom air-conditioning” policy for primary and junior-high schools is expected to propel the new year’s overall air-conditioner revenue to move upward.

B. Refrigerator:

In 2020, the brand accounts for roughly 18% in the market share. Although the subsidy to the commodity tax is staying, yet as impacted by the pandemic, the refrigerators’ total market growth remains moderate. The future calls for focusing on readjusting the product sales structure and the pricing maintenance strength, complete with developing a new series to increase the sales. The compact refrigerator market: to secure the specific sales projects’ closing ratio, through which to secure the basic sales volume. The middle market: the middle-capacity inverter high-end refrigerators vie to excel the inverter units’ market share. With narrow width, large capacity being the market demand, the brand will continue to put forth its best efforts. The glass-surface refrigerator series, which features the Japanese-grade glass appearance, offering a refined, deluxe look, easy to clean, attesting to Sampo’s strength for an ongoing progress. The European-flair beautified series provides an enhanced texture and fully caters to singles and small family needs. The series has applied for the MIT insignia to differentiate products imported and assembled across Southeast Asia.

C. Washer:

In 2020, its market share is at roughly 13% and many of the Sampo’s models have also been accredited with golden-level water saving, energysaving, water-conserving and MIT four insignias, to fully address the consumers’ needs of diverse shopping choices and water-saving and powersaving besides quietness and cleanliness. It offers a high-end DD inverter washer, equipped with Pico Pure disinfecting and rapid drum cleaning functions. To address the need of a humid environment, a series of stainless steel closures is also on offer. The brand has also lunched the 17kg and 19kg narrow-body, large-capacity inverter washers, offering a new choice for smaller family space. The MIT insignia series serves to difference products produced in the Mainland China and across Southeast Asia.

D. Microwave:

The RE microwave continues to receive the brand golden award in two consecutive years, boasting a leading role among the local brands, as the product range continues to excel in its appearance and functionality, offering a wide range of specifications, including the flat type, grilling,

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microcomputer, mechanical and so forth, gearing to satisfy varied consumer demands, as it further expands into the classic series of microwaves for this year, with a versatile, decorative appearance to add a taste to the lifestyle, enabling the consumers to enjoy the microwave’s ‘practical and trendy” smart use at an affordable pricing. The future calls for the Sampo microwaves not only to embrace a wide range of choices, encompassing the entry-level market, up to the mid- and high-end products, offering a wide range of choices to the consumers, securing its leading role among the local microwave brands.

  • E. Dehumidifier:

In 2020, Sampo’s dehumidifiers are estimated to account for roughly 13% of the market share. The serial Sampo dehumidifiers continue to embrace “made in Taiwan,” “a seven-step safety production,” “a level-one energy consumption efficiency” in three major pursuits and in response to the evolving air environment in the recent years, coupled with the consumers’ demand for air-filtration function, Sampo has launched a serial product range coordinated with patented “Pico Pure” technology providing “filtration and dynamic dehumidification;” in addition, there are also highperformance quality products, paired with HEPA filtration mesh and ceramic-ball filtration mesh and coordinated with an appealing glass substrate appearance, through which to capture the high-end consumers.

F. Small household appliance products:

With Taiwan’s summer weather temperature rising and the duration prolonging over the years, the market demand for the DC energy-saving fans is rising, in anticipation of the summer energy-saving and the rising electricity billing this year, which is also poised to trigger a shift in the market structure. The brand has for this year launched a brand-new appearance DC energy-saving fan, designed with a trendy appeal in mind, materializing a fine product within and beyond (the functionality + appearance), notwithstanding that there is a line of AC revolving fan models for choice options, where the AC revolving fans not only provide dynamic volume and a 20% in fan speed, making them the best choice for consumers looking for dynamic fan volume.

This summer, Sampo continues to unveil a range of brand-new label Claire revolving fans, which features more than the Japanese minimalistic style and also the patented technology of a 360-degree sway-head for a wider propensity of distribution, making it more than ideal for the rainy season, but its adjustable revolving front mesh unveiled this year further propels the air to all corners, multiplying the airflow, as the rotating front mesh provides a wider air distribution, making the airflow more supple and comfortable. It can also be used as a desktop fan, for Sampo has thought of the appearance and economy for all consumers.

With a rising camping market in the recent years, the brand has also seized the opportunity by launching the icemaker, which provides rapid icemaking in just seven minutes, complete with a convenient portable handle, allowing you to experience at ease the fun of camping; in addition, it can be coordinated with Sampo juicer, providing dynamic horsepower and a high 23500RPM rotating speed, so that you can quickly whip up a slushy, your perfect companion to disperse of the summer heat.

With mosquito-transmitted Malaria and related diseases, i.e. , Dengue, Zika virus fatally decimating over 750,000 people worldwide yearly, it calls for more than maintaining the home environment’s sanitation, but also a

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Operational Overview

good mosquito catcher appliance remains indispensable; this year, Sampo unveils a household and a portable mosquito light (which adopts 365nm wavelength of the UL LED visible to mosquito’s compound eyes and is recognized by U.S. Florida State University entomology professor Phil Koehler to provide dynamic mosquito-catching results, to truly materialize an all-encompassing result of mosquito-catching), for you can also tackle the annoyance of summer mosquito vector with ease outside the comfort of your home. In response to the longer duration of the summer, the household mosquito lamps have unveiled a new suction + electrocution dual model, featuring an all-encompassing 360 degree capture without any dead spots, combined with an ambience light to bring an extra warmth to your family living.

Sampo releases a wide range of trendy yet convenient small kitchen appliances: the dish dryers, with the entire series manufactured in Taiwan, featuring ultraviolet ray disinfecting function to safeguard your dietary safety at home; the microcomputer air-fired oven, which offers air-frying, grilling, baking, fruit drying whose versatile functions, enable you to produce a diverse range of cuisine with a single product, and being able to enjoy flavorful meals with ease; Sampo designs the made-in-Taiwan, appealing rice cooker, with one simple touch dial to churn out a wide range of gastronomic dishes, accentuated by the pastel color and a curvature design to appeal to the younger market; the multifunctional gourmet slow cooker and the electric hotplate offer easy cooking for single lodgers and with family; the hot water bottle is enhanced with thoughtful new feature, with the screen displaying the real-time bottle temperature, which also allows adding distilled water for heating to a specified temperature, achieving the true results of time-saving and power-saving. Catering to the healthcare products, it has unveiled washable, temperature-controlled electric blanket, to capture the niche opportunity in the senior market.

In the aspect of the distribution network, with its emerging distribution networks widening, including the influencers, podcast, bulk shopping and the like, the brand vies to continue launching new products with a high C/P value, and also with active management to explore potential consumer groups at all levels.

G. Representation products:

With Siroca being a household name in the automated American coffee grinders in Taiwan and also an indicator product, a brand-new coffee maker will be further introduced this year, featuring an exquisite, compact appearance that fully manifests the Japanese knowhow, as it precisely computes the most adequate amount of water, coffee grind, water temperature and timing. Noteworthy, the model has been upgraded with a microcomputer feature, equipped with a 24-hour reservation function, enabling you to enjoy the freshly ground coffee at a café right in the comfort of your own home!

One other newly unveiled product, the multipurpose non-stick cooking wok is also a popular-selling product in Japan, featuring a precise temperature control and a detachable configuration, coupled with the constantly updated Internet recipes, which it has collaborating with aroma companies in Taiwan to present a series of recipe videoclips, enabling the consumers to finish a dish with ease, in simple steps and with cognitive reflexes.

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It vies to collaborate closely with Siroca by continuing to bring in critically-acclaimed, practical products from Japan, backed by Sampo’s dynamic quality control and after-sales team, reassuring the Taiwan consumers to operate the appliances with ease and peace of mind.

  1. Competitive niche and the development vision’s favorable, unfavorable factors and countermeasures
countermeasures
Favorablefactors Unfavorablefactors Countermeasure strategies
Electronic products a. The comprehensive serial
products are poised to satisfy
the consumers’ needs in
functionality and dimension.
b. It is backed by professional
quality control personnel
and a certification system,
which under the
circumstances of similar
specifications offered by
rival products, to better
provide product safeguards
and a comprehensive range
of after-sale services.
c. The expansive distribution
network and outlets serve to
excel the brand’s exposure,
combined with the island-
wide service delivery to
provide an integrated
performance.
d. It commands a research and
development team, which
can respond to a product’s
generational update, helping
to enhance the brand’s
competitiveness.
e. It has taken the lead to delve
into the logistics industry’s
smart household appliance
system, by offering the
networking cloud service
function.

a. The diverse sales modes are
gradually altering the home
appliances’ consumption
mode, allowing the fast-food
type brands to emerge quickly,
which indirectly results in a
negative pricing competition
in the home appliance market
and the scenario of varied
quality.
b. It is less prone to differentiate
the products, resulting in
conflict in the distribution
network’s selling price.
c. The high-end products have a
lesser popularity than the
imported brands, which affect
the market share ratio and
gross profit of the normal-size
appliances.
d. The key parts and components
are less easy to grapple.

a. By adjusting the R&D process, it
is anticipated to excel the
compatibility between the
product and the consumers, by
launching products that address
the anticipation and real needs of
the local consumers in Taiwan.
b. Actively developing the niche
market, to secure revenue and
profitability.
c. Clearly defining the product, to
effectively segregate the models
in the distribution network.
d. Excelling the IOT smart
household appliances, to create a
smart home environment through
functionality and also to achieve
product segregation.
e. Stepping up new specifications
for the products’ advertisement
campaign and application
acceptability.
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Operational Overview

Favorable factors Unfavorable factors Countermeasure strategies
Home appliances a. A comprehensive voluntary
research and development
system, ranging from
industrial design, product
functionality testing to
quality review, as it
commands professionalism
and a wealth of flexible
R&D synergy.
b. The initial manufacturer’s
direct-run 26 service outlets,
coupled with an excess of
1,000 sales outlets, boasting
the brand as the only 24-
hour, 365-day customer
service system nationwide,
manifesting the brand’s
deep-rooting commitment in
providing a comprehensive
sales service system in
Taiwan.
c. Its home appliance product
R&D has actively secured
various latest government
legal and regulatory
standards, including the MIT
smiley face insignia, energy-
savings, environmental
friendliness, water-saving
insignias and the RoHS
guideline, and has further
obtained the insignias
through a third-party
certification, to provide a
high level of quality
credibility.
d. With the local residents
looking for more added
functions on household
appliances, the brand has not
only voluntarily
incorporated the patented
Pico Pure soluble water ion
technology, multilayer air
filtration system into its
home appliance products,
the Nano-Ti disinfecting,
deodorizing technology has
also been inducted into the
refrigerators, which are
posed to provide a clear
differentiation between the
brand and other rival brands.
a. The diverse sales modes are
gradually altering the home
appliances’ consumption
mode, allowing the Internet
marketing brands to emerge
quickly, which indirectly
results in a negative pricing
competition in the home
appliance market and the
scenario of varied quality.
b. Household appliance brands
from Europe, the U.S., Japan,
Korea and so forth, flooding
into the Taiwan market
through various means, are
backed by ample
advertisement promotional
resources to critically steer the
household appliance market
and severely compress the
operating niche of local
brands.
c. The impact of the pandemic
has significantly aggregated
the manufacturing cost,
causing enormous pressure to
the in-house manufacturers’
production cost, while the
consumer market’s selling
price is forced to raise the
price for being unable to
adequately reflect the cost.
d. The shifting and changeable
international trade conflicts
are causing an unstable
fluctuation to the raw
materials costs, driving the
cost control to be extremely
difficult, which in turn affects
the product’s competitive
niche.
a. By adjusting the R&D process, it
is anticipated to excel the
compatibility between the
product and the consumers, by
launching products that address
the anticipation and real needs of
the local consumers in Taiwan.
b. By strengthening integrating the
network resources and sales
consolidation, through which to
effectively excel the integrated
management yields, enabling a
maximized injection and
utilization of company resources.
c. By building on the brand’s solid
reputation foundation, it aims to
integrate the existing
comprehensive sales network, to
actively explore a diverse and
flexible virtual sales network by
delving into potential customer
groups of varied inklings, which
will add comprehensiveness and
flexibility to the sales system.
d. By expanding a multitude of
vendor network, it aims to instill
a positive-collaborating supplier
relation and provide a
professional and enriching R&D
experience, which will elevate
the suppliers’ component
fabrication and R&D
sophistication, through which to
instill a mutually beneficial and
co-dependent alliance, as part of
the countermeasures to flexibly
adjust to fluctuations in raw
materials supply.
  • 69-
(II) Important use and production process of main products
1. The key products’ criticalpurposes
Item
Product name
Purpose
1
Liquid crystal display
(including for cash
register use and
monitoring use)
Home entertainment, PC display, data display,
3D display, cash register touch control,
advertisement signboard and the like
2
4K2K ultra high-
definition display
Home entertainment, PC display, audiovisual
briefing, data display, 3D display and the like,
UHD pixel quality, teaching briefing
3
Cloud network smart
module
Smart home, audiovisual entertainment, cloud
data
4
Multimedia display
Computer teaching, audiovisual conferencing
system, data display and the like.
5
Smart display
Smart networking, smart home, information
intelligence, audiovisual entertainment, digital
signboard
6
Touch control and
large-size industrial
displays
Safety control, audiovisual conferencing,
digital signboard
7
Air-conditioning
(heater) device
Providing a living space with a comfortable
temperature
8
Refrigerator, freezer,
cold storag
For food storage, freshness
9
Washer
Laundering the clothes
10
Microwave
For food prepping, cooking
11
Dehumidifier
Reducing the indoor humidity, providing a
comfortable living space
12
Dryer
For drying clothes
13
Household air cleaner
For cleansing the family’s indoor air, providing
clean air. Caring for the entire family’s
respiratory health.
14
Physical-heating
digital cooker
Utilizing high-speed rotation + stainless steel
wear-resistant blades to break down the cell
walls, enabling a complete absorption of food
nutrients
15
Dehumidifier, air-
filtration dehumidifier
Cleansing the air and also reducing the indoor
humidity
16
The dual wall-
mount/freestanding
commercial air
filtration device
Cleansing the commercial venue’s air quality,
providing a clean, comfortable space
(II) Important use and production process of main products
1. The key products’ criticalpurposes
Item
Product name
Purpose
1
Liquid crystal display
(including for cash
register use and
monitoring use)
Home entertainment, PC display, data display,
3D display, cash register touch control,
advertisement signboard and the like
2
4K2K ultra high-
definition display
Home entertainment, PC display, audiovisual
briefing, data display, 3D display and the like,
UHD pixel quality, teaching briefing
3
Cloud network smart
module
Smart home, audiovisual entertainment, cloud
data
4
Multimedia display
Computer teaching, audiovisual conferencing
system, data display and the like.
5
Smart display
Smart networking, smart home, information
intelligence, audiovisual entertainment, digital
signboard
6
Touch control and
large-size industrial
displays
Safety control, audiovisual conferencing,
digital signboard
7
Air-conditioning
(heater) device
Providing a living space with a comfortable
temperature
8
Refrigerator, freezer,
cold storag
For food storage, freshness
9
Washer
Laundering the clothes
10
Microwave
For food prepping, cooking
11
Dehumidifier
Reducing the indoor humidity, providing a
comfortable living space
12
Dryer
For drying clothes
13
Household air cleaner
For cleansing the family’s indoor air, providing
clean air. Caring for the entire family’s
respiratory health.
14
Physical-heating
digital cooker
Utilizing high-speed rotation + stainless steel
wear-resistant blades to break down the cell
walls, enabling a complete absorption of food
nutrients
15
Dehumidifier, air-
filtration dehumidifier
Cleansing the air and also reducing the indoor
humidity
16
The dual wall-
mount/freestanding
commercial air
filtration device
Cleansing the commercial venue’s air quality,
providing a clean, comfortable space
(II) Important use and production process of main products
1. The key products’ criticalpurposes
Item
Product name
Purpose
1
Liquid crystal display
(including for cash
register use and
monitoring use)
Home entertainment, PC display, data display,
3D display, cash register touch control,
advertisement signboard and the like
2
4K2K ultra high-
definition display
Home entertainment, PC display, audiovisual
briefing, data display, 3D display and the like,
UHD pixel quality, teaching briefing
3
Cloud network smart
module
Smart home, audiovisual entertainment, cloud
data
4
Multimedia display
Computer teaching, audiovisual conferencing
system, data display and the like.
5
Smart display
Smart networking, smart home, information
intelligence, audiovisual entertainment, digital
signboard
6
Touch control and
large-size industrial
displays
Safety control, audiovisual conferencing,
digital signboard
7
Air-conditioning
(heater) device
Providing a living space with a comfortable
temperature
8
Refrigerator, freezer,
cold storag
For food storage, freshness
9
Washer
Laundering the clothes
10
Microwave
For food prepping, cooking
11
Dehumidifier
Reducing the indoor humidity, providing a
comfortable living space
12
Dryer
For drying clothes
13
Household air cleaner
For cleansing the family’s indoor air, providing
clean air. Caring for the entire family’s
respiratory health.
14
Physical-heating
digital cooker
Utilizing high-speed rotation + stainless steel
wear-resistant blades to break down the cell
walls, enabling a complete absorption of food
nutrients
15
Dehumidifier, air-
filtration dehumidifier
Cleansing the air and also reducing the indoor
humidity
16
The dual wall-
mount/freestanding
commercial air
filtration device
Cleansing the commercial venue’s air quality,
providing a clean, comfortable space
(II) Important use and production process of main products
1. The key products’ criticalpurposes
Item
Product name
Purpose
1
Liquid crystal display
(including for cash
register use and
monitoring use)
Home entertainment, PC display, data display,
3D display, cash register touch control,
advertisement signboard and the like
2
4K2K ultra high-
definition display
Home entertainment, PC display, audiovisual
briefing, data display, 3D display and the like,
UHD pixel quality, teaching briefing
3
Cloud network smart
module
Smart home, audiovisual entertainment, cloud
data
4
Multimedia display
Computer teaching, audiovisual conferencing
system, data display and the like.
5
Smart display
Smart networking, smart home, information
intelligence, audiovisual entertainment, digital
signboard
6
Touch control and
large-size industrial
displays
Safety control, audiovisual conferencing,
digital signboard
7
Air-conditioning
(heater) device
Providing a living space with a comfortable
temperature
8
Refrigerator, freezer,
cold storag
For food storage, freshness
9
Washer
Laundering the clothes
10
Microwave
For food prepping, cooking
11
Dehumidifier
Reducing the indoor humidity, providing a
comfortable living space
12
Dryer
For drying clothes
13
Household air cleaner
For cleansing the family’s indoor air, providing
clean air. Caring for the entire family’s
respiratory health.
14
Physical-heating
digital cooker
Utilizing high-speed rotation + stainless steel
wear-resistant blades to break down the cell
walls, enabling a complete absorption of food
nutrients
15
Dehumidifier, air-
filtration dehumidifier
Cleansing the air and also reducing the indoor
humidity
16
The dual wall-
mount/freestanding
commercial air
filtration device
Cleansing the commercial venue’s air quality,
providing a clean, comfortable space
Item Product name Purpose
1 Liquid crystal display
(including for cash
register use and
monitoring use)
Home entertainment, PC display, data display,
3D display, cash register touch control,
advertisement signboard and the like
2 4K2K ultra high-
definition display
Home entertainment, PC display, audiovisual
briefing, data display, 3D display and the like,
UHD pixel quality, teaching briefing
3 Cloud network smart
module
Smart home, audiovisual entertainment, cloud
data
4 Multimedia display Computer teaching, audiovisual conferencing
system, data display and the like.
5 Smart display Smart networking, smart home, information
intelligence, audiovisual entertainment, digital
signboard
6 Touch control and
large-size industrial
displays
Safety control, audiovisual conferencing,
digital signboard
7 Air-conditioning
(heater) device
Providing a living space with a comfortable
temperature
8 Refrigerator, freezer,
cold storag
For food storage, freshness
9 Washer Laundering the clothes
10 Microwave For food prepping, cooking
11 Dehumidifier Reducing the indoor humidity, providing a
comfortable living space
12 Dryer For drying clothes
13 Household air cleaner For cleansing the family’s indoor air, providing
clean air. Caring for the entire family’s
respiratory health.
14 Physical-heating
digital cooker
Utilizing high-speed rotation + stainless steel
wear-resistant blades to break down the cell
walls, enabling a complete absorption of food
nutrients
15 Dehumidifier, air-
filtration dehumidifier
Cleansing the air and also reducing the indoor
humidity
16 The dual wall-
mount/freestanding
commercial air
filtration device
Cleansing the commercial venue’s air quality,
providing a clean, comfortable space
  • 70-

Operational Overview

2. Manufacturing process

  • (1) The LED display (including the monitoring and cash register liquid-crystal display) production process
Panel assembly Assembly work Movement check Heating Adjustment work Adjustment work
Admitting to the
inventory
Complete product
inspection
Packaging work Electrical check
process
  • (2) Air-conditioner (heater) production process diagram
Baseplate component
assembly
Compressor
assembly
Airduct and fan
assembly
Heat ventilator
assembly
Cooling system
instillment
Admitting to the
inventory
Packaging work Closure box
assembly
Functional and static
testing
Electrical control system
assembly
  • (3) Refrigerator production process diagram
Inner/outer
closure assembly
Inner/outer
closure assembly
Closure foaming work Door assembly work Door assembly work
Admitting to the inventory Packaging work Functional testing Cooling system instillment
  • (4) Washer production process flow
Dehydration drum
assembly
Motor assembly Water drum assembly Water drum closure
assembly
Water drum closure
assembly
Admitting to the
inventory
Packaging work Functional testing Upper panel assembly and
wiring schematics
  • (5) Microwave production process diagram
Control baseplate
assembly
Transformer and capacitor
assembly
Baseplate assembly Control panel assembly Control panel assembly
Admitting to the inventory Packaging work Functional testing Light socket and rotation
plate assembly
  • 71-

(III) The supply status on key raw materials

  1. The key raw materials for the electronic product category show no signs of short supply of goods, with a table of supply status as follows:
. The key raw materials
supplyofgoods,with a
for the electronic product category show no signs of
table of supplystatus as follows:
Key raw materials Supply status
Panel Which is foreign imported and supplied by local
vendor
Touch Panel Which is foreign imported and supplied by local
vendor
Glass substrate Which is foreign imported and supplied by local
vendor
Mechanical plasticized
steel component

Which is foreign imported and supplied by local
vendor
Wiring materials Which is foreign imported and supplied by local
vendor
Functional baseboard Which is foreign imported and supplied by local
vendor
INVERTER Which is foreign imported and supplied by local
vendor
Power supply Which is foreign imported and supplied by local
vendor
Scaler Chip Which is foreign imported and supplied by local
dealer
Active electronic
components
Which is foreign imported and supplied by local
dealer
Passive electronic
components
Which is foreign imported and supplied by local
dealer
Printed circuit board Which is foreign imported and supplied by local
vendor
Packing material,
component
Which is foreign imported and supplied by local
vendor

2. The household appliance product category:

Key raw materials Supply status
Compressor Which is foreign imported and supplied by local
vendor
Motor Which is foreign imported and supplied by local
vendor
Plastic materials Which are mainly supplied by local vendors
Metalwork Which are mainly supplied by local vendors
Controller Which are mainly supplied by local vendors
Inverter component Which are mainly supplied by local vendors
Packing material,
component
Which are mainly supplied by local vendors

A majority of the raw materials in 2020 Q1~Q3 appears to be in a more stable trend, except that Q4 sees a synchronous hike on raw materials, such as the plastics, copper, steel, aluminum components and the like, posing a more stringent challenge to the models’ cost control. The pricing of electronic parts and components, being highly fluctuating, bears a certain impact on the cost being that the market supply is greater than the demand, whereas the 2021 Q1 sees a probable disruption and shortage to the global supply chain still marred by the economic factor. There is a need to adopt countermeasures to ascertain a reliable source of supply and to develop other sources in the purchasing focus to ascertain a smooth production without any shortage to the supply of goods and in turn to strength the brand’s market competitiveness.

  • 72 -

Operational Overview

(IV) List of customers contributing to at least 10% of the total purchases and sales in the last two years 1. List of major purchasers:

Unit: NT$ thousand

Unit: NT$ Unit: NT$ Unit: NT$ thousand
Year As of 2021 Q1
2020 2019
Item Name Amount Ratio to the
annual net
purchases
amount [%]
Relation
with the
issuer
Name Amount Ratio to the
annual net
purchases
amount [%]


Relation
with the
issuer
Name Amount Ratio to the
net purchases
amount up to
the prior
quarter of the
year[%]



Relation
with the
issuer
1 CompanyA 420,261
14%

None
CompanyA 342,857
12%

None
CompanyA 127,268
9%

None
2 Others 2,530,599
74%
CompanyB 409,717
14%

None
Others 1,259,628
91%
Others 2,118,052
74%
Net purchase
amount
Net
purchase
amount
Net
purchase
amount
1,386,896
100%
2,950,860
100%
2,870,626
100%

Unit: NT$ thousand

  1. List of major sellers:
Year 2020 2020 2019 2019 2019 As of 2021Q1 As of 2021Q1 As of 2021Q1 As of 2021Q1
Item Name Amount Ratio to the
annual net
sales
amount[%]
Relation
with the
issuer
Name Amount Ratio to the
annual net
sales
amount[%]
Relation
with the
issuer
Name Amount Ratio to the
annual net sales
amount [%]
Relation
with the
issuer
1 CompanyA 1,528,624
20%

None
CompanyA
1,344,046

19%

None
CompanyA 373,975
18%

None
2 Others 6,141,396
80%
Others 5,771,963
81%
Others 1,734,595
82%
Net sales 7,670,020
100%
Net sales 7,116,009
100%
Net sales 2,108,570
100%
  • 73 -

(V) Production volume and value in the last 2 years

Unit: NT$ thousand; sets

Year
Production volume & value
Main Products
(Bydepartment)
2020 2019
Production capacity
Yield
Production value Production capacity
Yield
Production value
Electronic products 3,760,000
2,199,455

1,054,094

3,760,000

1,208,864

1,065,851
Home appliance products 860,000
339,093

2,209,632

860,000

228,545

1,832,771
Total 4,620,000
2,538,548

3,263,726

4,620,000

1,437,409

2,898,622

(VI) Sale volume and value in the last 2 years

Unit: NT$ thousand; sets

(VI) Sale volume and value in the last 2 years and value in the last 2 years and value in the last 2 years and value in the last 2 years Unit: NT$thousand;sets Unit: NT$thousand;sets Unit: NT$thousand;sets Unit: NT$thousand;sets
Year
Sales volume and amount
Main Products
(By department)
2020 2019
Domestic sales Export sales Domestic sales Export sales
Volume Amount Volume Amount Volume Amount Volume Amount
ElectronicsBusiness 160,372
813,845

1,563,048

877,240
168,738
830,493

1,528,684

1,121,534
Home Appliances
Business

15,301
1,256,596
4,498,825

8,088

15,943
1,303,335
5,234,255

6,939
Transportation - 729,379
-
- - 649,214
-
-
Total 1,463,707
6,777,479

1,569,987

892,541
168,738
830,493

1,528,684

1,121,534
  • 74 -

Operational Overview

III. The information of employees within the last two years and up to the printing date of the annual report

April 30,2021 April 30,2021 April 30,2021 April 30,2021
Year 2019 2020 As of April30,2021
Number of
employees
Staff 741 741 742

Operator
211 199 200
Total 952 940 942
Average age 44.4 44.7 44.5
Average seniority 14.5 15 14.8
Proportion
by
educational
levels
Doctoral Degree 0
0 0

Master's Degree
3.9% 4.3% 4.5%

College
48.5% 50.1% 50.2%
High school
graduate
37.7% 36.2% 36%
Below senior
high school
9.9% 9.4% 9.3%

IV. Information on Environmental Protection Expenditure

The company was not fined for environmental protection issues in 2020 and as of the annual report publication date.

V. Employer and employee relationships

(I) The company’s various employee welfare measures, advanced study, training, retirement systems and the implementation status, the agreements between labor and management, and labor rights protection measures

  1. Welfare measures:

  2. (1) Provided with employee cafeteria, transportation, and free parking lot.

  3. (2) Gift certificates or company products for birthdays and Dragon Boat Festival, Mid-Autumn Festival, Chinese New Year Holidays, etc.

  4. (3) Wedding and funeral subsidy

  5. (4) Employee travel allowance

  6. (5) Children’s education scholarship and grants

  7. (6) Various employee social activities

  8. (7) Emergency relief fund application

  9. (8) Employee group insurance

  10. Advanced study and training:

  11. (1) Sampo has training activities arranged at the Linkou headquarters and factories, and organizes management related courses in the central or southern branch. Sampo also has a large and professional training center at Shoupingding, Tamsui District, New Taipei City to provide the colleagues with high-quality training services.

  12. 75 -

  13. (2) Sampo has an excellent training system and experience. Sampo has annual training planned with internal lecturers assigned to teach professional knowledge and technical experience, and also invites external lecturers to help employees grasp new knowledge and strengthen professionalism every year. The use of training budget remains basing on operation-related training needs.

  14. (3) The relevant training resources are allocated as follows (2020):

Training items Training shift Number of
trainees
Training
hours
Training
expense
Internal training
courses
28 682 3,951 345,934
Expatriate training
course
30 49 592 198,155
Total 58 731 4,543 544,089
  1. Pension system:

  2. It is handled in accordance with relevant law and regulations; or offers preferential retirement plans for the choices of employees with terms superior to those required by laws and regulations.

  3. Agreement between labor and management:

  4. The company has established an industrial union, and regularly holds labor– management meetings to handle the employee welfare committee operation in accordance with the law.

  5. Labor rights protection measures: Implement the company’s systems in a timely manner in accordance with law and regulations, such as, the “Act of Gender Equality in Employment,” labor– management meetings, self-security inspection systems, the establishment of labor unions to protect labor rights, etc., and activate the operation of the employee welfare committee.

(II) Losses arising from labor disputes in the most recent year and as of the annual report publication date: The company has not suffered losses from labor disputes; also, the company maintains a good labormanagement relation.

VI. Major contracts

Contract
nature
Interested party Commencement
date and deadline
of a contract
Subject Restrictions
Supply and
Sales
Contract
National
distributors
-- Sampo product sales --
Well-known
wholesale stores
2021/01/01 –
2021/12/31
Sampo product sales --
Service
contract
Taiwan Samsung
Electronics Co.,
Ltd.
2020/08/01 –
2021/7/31
Samsung brand repair
service
--
Energy-
Saving
Mark
contract
Industry
Technology
Research
Institute
entrusted the
Bureau of
Energy, MOEA
2020/12/14 –
2022/12/13
Display products

EM-65ZT30D
EM-55XT31A, etc.
Industry 2019/10/29 – Washingmachine
ES-E17B
  • 76 -

Operational Overview

Technology
Research
Institute
entrusted the
Bureau of
Energy, MOEA
2021/10/28
2020/09/26 –
2022/09/25
products ES-H11F
Industry
Technology
Research
Institute
entrusted the
Bureau of
Energy, MOEA
2020/05/28 –
2022/05/27
2020/02/06 –
2022/02/05
Humidifier products AD-Y816T
DHY-GA18PC, etc.
Industry
Technology
Research
Institute
entrusted the
Bureau of
Energy, MOEA
2021/02/21 –
2023/02/20
Windpipe-free air
conditioner products
AM-QC36DC/AU-QC36DC,
etc.
Industry
Technology
Research
Institute
entrusted the
Bureau of
Energy, MOEA
2019/12/12 –
2021/12/11
Refrigerator products SR-A53GDV
SR-A53DV, etc.
Industry
Technology
Research
Institute
entrusted the
Bureau of
Energy, MOEA
2020/04/26 –
2021/11/30
Electrical Fan
products
SK-AC1812, etc.
Mid-term
and long-
term credit
contract
Bank of Taiwan
Corporation
2020/05/20 –
2023/05/20
Loan amount, interest
payment method, and
description of the
rights and obligations
of both parties
The rights and obligations of
both parties in the sense of
intended use, credit amount,
period, the allocation and
repayment methods, and the
collateral are stipulated in the
contract for compliance.
Constructio
n Project
Contract
Hwa Fong
Construction Co.,
Ltd.

--
Sampo Tainan new
factory construction
The contract starts from the date
of bid awarded to the date the
construction project is
completed, the warranty period
expires, and it is inspected and
confirmed by both parties.
Constructio
n Project
Contract
KONG CHOU
CONSTRUCTIO
N
-- Sampo Corporate
Headquarters new
construction project
It is necessary to apply for a
license for use within 345
calendar days from the
commencement date of the
contract construction.
Constructio
n Project
Contract
HH Tower
Construction Co.,
Ltd.

--
Sampo Tucheng New
Project (Zone C) Park
and Underground
ParkingLot
It is necessary to apply for a
license for use on July 15, 2022
for the contract construction.
  • 77 -

Six. Financial Information

I. Condensed Balance Sheet and and Income Statement of the Most Recent Five Years

  • (I) Condensed Balance Sheet - Consolidated

Unit: NT$ thousands

Year
Item
Year
Item
Financial Information in the Most Recent Five Years Financial Information in the Most Recent Five Years Financial Information in the Most Recent Five Years Financial Information in the Most Recent Five Years Financial Information in the Most Recent Five Years Current year
as of March
31, 2021
(Note 1)

2020
2019 2018 2017 2016
Current Assets 3,548,411 3,625,681 4,429,447 4,191,003 4,247,699 3,542,003
Property, Plant, and
Equipment
4,883,232 4,773,614 4,419,699 4,534,082 4,162,291 4,952,865
Intangible Assets 67,968 83,853 97,000 57,153 53,423 65,005
Other Assets 4,115,198 3,923,061 3,314,374 3,290,941 3,545,758 4,115,403
Total Assets 12,614,809 12,406,209 12,260,520 12,073,179 12,009,171 12,675,276
Current
Liabilities
Before
distribution
2,009,280 2,783,265 3,413,747 2,463,315 2,486,357 1,856,075
After
distribution
Note 2 3,353,865 3,944,907 2,557,915 3,161,157 Note 2
Non-Current Liabilities 2,511,458 2,834,552 2,411,202 2,843,682 2,200,624 2,498,375
Total
Liabilities
Before
distribution
4,520,738 5,617,817 5,824,949 5,306,997 4,686,981 4,354,450
After
distribution
Note 2 6,188,417 6,356,109 5,401,597 5,361,781 Note 2
Equity attributable to
owners of parent
company
7,765,297 6,485,335 6,158,865 6,504,682 7,070,122 7,977,965
Capital Stock 3,872,000 3,872,000 3,872,000 4,990,000 4,990,000 3,872,000
Capital surplus 171,699 151,374 132,933 129,903 78,581 189,787
Retained
Earnings
Before
distribution
4,457,091 3,241,243 3,103,229 2,521,275 2,906,789 4,725,224
After
distribution
Note 2 2,670,643 2,572,069 2,426,675 2,231,989 Note 2
Other Equity (142,666) (170,475) (324,510) (256,541) (175,753) (246,581)
Treasury Shares (592,827) (608,807) (624,787) (879,955) (729,495) (562,465)
Non-Controlling Equity 328,774 303,057 276,706 261,500 252,068 342,861
Total Before
distribution
8,094,071 6,788,392 6,435,571 6,766,182 7,322,190 8,320,826
Equity After
distribution
Note 2 6,217,792 5,904,411 6,671,582 6,647,390 Note 2

Note 1: The financial statements for the three months ended March 31, 2021 have been reviewed by CPAs.

  • Note 2: The amount after the distribution in 2020 will not be entered because the 2021 regular shareholder meeting has not yet been held.

  • 78 -

Financial Information

(II) Condensed Statement of Comprehensive Income - Consolidated

Unit: NT$ thousands

Year
Item

Financial Information in the Most Recent Five Years

Financial Information in the Most Recent Five Years

Financial Information in the Most Recent Five Years

Financial Information in the Most Recent Five Years

Financial Information in the Most Recent Five Years
Current year
as of March
31, 2021
(Note 1)
2020 2019 2018 2017 2016
OperatingRevenue 7,670,020 7,116,009 7,076,541 7,639,483 10,081,936
2,108,570
Gross Profit 1,402,023 1,119,981 1,091,866 1,202,800 2,567,689
415,158
OperatingProfit 527,310
297,795

135,758

105,081

286,050

191,409
Non-Operating Income
and Expenses
1,557,296
514,010

627,433

266,299

570,017

46,233
Net Profit Before Tax 2,084,606
811,805

763,191

371,380

856,067

237,642
Income Tax Expense 248,611
38,943

78,484

39,995

43,876

36,722
Net income from
continuing operations
1,835,995
772,862

684,707

331,385

812,191

200,920
Loss from discontinued
operations
-
-

-

-

-

-
Net income (loss) of the
period
1,835,995
772,862

684,707

331,385

812,191

200,920
Other comprehensive
net income of the period
(after tax)
19,210
83,371
(108,249)
(98,533)
(280,123)
(22,615)
Total Comprehensive
Income
1,855,205
856,233

576,458

232,852

532,068

178,305
Net profit attributable to
owners of the parent
1,795,993
738,963

661,816

312,404

789,485

186,698
Net income attributable to
non-controlling interests
40,002
33,899

22,891

18,981

22,706

14,222
Total comprehensive
income attributable to
owners of the parent
1,814,257
824,399

554,260

213,931

513,062

164,218
Total comprehensive
income attributable to
non-controlling interests
40,948
31,834

22,198

18,921

19,006

14,087
Earningsper share 4.86
2.00

1.52

0.67

1.65

0.50

Note 1: The financial statements for the three months ended March 31, 2021 have been reviewed by CPAs.

  • 79 -

(III) Condensed Balance Sheet - Individual

Unit: NT$ thousands

Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
Year
Item
Financial Information in the Most Recent Five Years
2020 2019 2018 2017 2016
Current Assets 2,524,777
2,759,231

2,898,668

2,651,898

2,640,930
Property, Plant, and
Equipment
4,020,496
3,883,757

3,558,659

3,657,260

3,279,870
Intangible Assets 66,975
82,603

97,000

57,153

53,423
Other Assets 4,968,143
4,807,095

5,137,285

5,064,498

5,352,955
Total Assets 11,580,391
11,532,686

11,691,612

11,430,809

11,327,178
Current
Liabilities
Before
distribution
1,646,440
2,426,193

3,191,131

2,221,105

2,242,686
After
distribution
Note 1 2,996,793
3,722,291

2,315,705

2,917,486
Non-Current Liabilities 2,168,654
2,621,158

2,341,616

2,705,022

2,014,360
Total
Liabilities
Before
distribution
3,815,094
5,047,351

5,532,747

4,926,127

4,257,046
After
distribution
Note 1 5,617,951
6,063,907

5,020,727

4,931,846
Capital Stock 3,872,000
3,872,000

3,872,000

4,990,000

4,990,000
Capital surplus 171,699
151,374

132,933

129,903

78,581
Retained
Earnings
Before
distribution
4,457,091
3,241,243

3,103,229

2,521,275

2,906,789
After
distribution
Note 1
2,670,643

2,572,069

2,426,675

2,231,989
Other Equity (142,666)
(170,475)

(324,510)

(256,541)

(175,753)
Treasury Shares (592,827)
(608,807)

(624,787)

(879,955)

(729,495)
Before
distribution
7,765,297
6,485,335

6,158,865

6,504,682

7,070,122
Total Equity After
distribution
Note 1
5,914,735

5,627,705

6,410,082

6,395,322

Note 1: The amount after the distribution in 2020 will not be entered because the 2021 regular shareholder meeting has not yet been held.

  • 80 -

Financial Information

(IV) Condensed Statement of Comprehensive Income - Individual

Unit: NT$ thousands

Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
Year
Item

Financial Information in the Most Recent Five Years
2020 2019 2018 2017 2016
Operating Revenue 6,507,159
6,037,716

6,139,564

6,853,888

9,233,617
Gross Profit 1,344,083
1,191,301

1,140,679

1,257,381

2,529,221
Operating Profit 320,781
206,591

80,465

115,634

234,556
Non-Operating Income
and Expenses
1,688,769
552,400

597,696

228,318

582,022
Net Profit Before Tax 2,009,550
758,991

678,161

343,952

816,578
Income Tax Expense 213,557
20,028

16,345

31,552

27,099
Net income from
continuing operations
1,795,993
738,963

661,816

312,400

789,479
Loss from discontinued
operations
- - - - -
Net income (loss) of the
period
1,795,993
738,963

661,816

312,400

789,479
Other comprehensive net
income of the period (after
tax)

18,264

85,436

(107,556)

(98,473)

(276,424)
Total Comprehensive
Income
1,814,257
824,399

554,260

213,927

513,055
Earningsper share 4.86
2.00

1.52

0.67

1.65

(V) Names and audit opinions of CPAs for the most recent five years

Year Name of Accounting Firm Name of CPA Audit Opinion
2016 DELOITTE AND TOUCHE SU,YU-SHIOU、
LIN,YI-HUI
Unqualified opinion
2017 DELOITTE AND TOUCHE SU,YU-SHIOU、
LIN,YI-HUI
Unqualified opinion
2018 DELOITTE AND TOUCHE SU,YU-SHIOU、
LIN,YI-HUI
Unqualified opinion
(Emphasize matters or other matters)
2019 DELOITTE AND TOUCHE SU,YU-SHIOU、
LIN,YI-HUI
Unqualified opinion
(Emphasize matters or other matters)
2020 DELOITTE AND TOUCHE YOU,SU-HUAN、
LIN,YI-HUI
Unqualified opinion
(Emphasize matters or other matters)

Note: Description of replacement of CPAs in the last five years

  1. Due to the internal adjustment of the CPA firm, the former CPA Su,Yu-Shiou was replaced with CPA Yu, Su-Huan by Deloitte & Touche as the Company’s CPA, implemented since Q4 of 2020.

  2. 81 -

II. Financial Analysis of the Most Recent Five Years

Item Year Financial Analysis of the Most Recent Five Years Financial Analysis of the Most Recent Five Years Financial Analysis of the Most Recent Five Years Financial Analysis of the Most Recent Five Years Financial Analysis of the Most Recent Five Years Financial Analysis of the Most Recent Five Years Financial Analysis of the Most Recent Five Years Financial Analysis of the Most Recent Five Years Financial Analysis of the Most Recent Five Years Financial Analysis of the Most Recent Five Years Current
year as of
March 31,
2021
(Note 1)

2020
Consol
idated
2020
Individ
ual
2019
Consol
idated
2019
Individ
ual
2018
Consol
idated
2018
Individ
ual
2017
Consol
idated
2017
Individ
ual
2016
Consol
idated
2016
Individ
ual
Financial
structure (%)
Debt ratio 35.84
32.94

45.28

43.77

47.51

47.32

43.96

43.10
39.03
37.36

34.35
Long-term fund to
property, plant and
equipmentratio
171.55 215.53 154.28 194.02 163.60 195.41 173.49 207.93 183.61 225.35
186.17
Liquidity
analysis
(%)
Current ratio 176.6 153.35 131.68 115.14 129.75
90.84
170.14 119.40 170.84 116.34
190.83
Quick ratio 86.72
63.04

74.09
53.71
65.63
32.61
93.74

61.63
90.57 65.44
90.57
Times interest
earned
86.87
96.66

28.05

28.09

37.94

34.06

19.37

18.14
64.20
62.64

66.99
Operating
performance
Average collection
turnover(times)
12.95
17.69

11.64

16.01

10.79

13.33

8.77

10.00

8.47

9.02

16.57
Average collection
days
28.19
20.63

31.36

22.80

33.83

27.38

41.62

36.50
43.10
40.48

22.03
Inventory turnover
(times)
4.68
4.5

3.88

3.59

3.64

3.86

4.60

5.31

5.33

5.76

4.61
payment turnover
(times)
8.04
7.93

8.87

8.45

8.63

8.06

8.37

8.09

9.27

8.63

8.57
Average inventory
turnoverdays
77.99
81.11

94.07
101.67 100.27
94.56

79.35

68.74
68.43
63.37

79.18
Property, Plant and
Equipment
Turnover(Times)

1.59

1.65

1.55

1.62

1.58

1.70

1.76

1.98

2.40

2.81

1.71
Total Asset
Turnover(Times)
0.61
0.56

0.58

0.52

0.58

0.53

0.63

0.60

0.83

0.79

0.68
Profitability Return on assets
(%)
14.83
15.69

6.46

6.56

5.76

5.87

2.89

2.89

6.78

6.96

1.63
Return on equity
(%)
24.67
25.21

11.69

11.69

10.37

10.45

4.70

4.60
10.88
10.93

2.67
Net income before
income tax to
paid-in capital
ratio (%)
53.84
51.9

20.97

19.60

19.71

17.51

7.44

6.89
17.16
16.36

6.14
Net income
margin(%)
23.94
27.6

10.86

12.24

9.68

10.78

4.34

4.56

8.06

8.71

9.53
Earnings per share
(NT$)
4.86
4.86

2.00

2.00

1.52

1.52

0.67

0.67

1.65

1.65

0.50
Cash flow Cash flow ratio
(%)
18.77
21.97

18.66

20.68
(0.57) (4.14)
4.81

8.44
37.52
41.04

(1.32)
Cash flow
adequacyratio (%)
38.09
37.03

40.24

37.07

54.31

59.43

74.93

87.69
94.78 107.27
21.18
Cash flow
reinvestment ratio
(%)
(1.41) (1.83) (0.02) (0.33) (1.03) (2.25) (4.60) (4.49)
3.75

3.73

(0.19)
Leverage Operatingleverage
1.41

1.35
1.62
1.59
2.13 2.47 2.43 1.99 1.52
1.38
1.32
Financial leverage 1.05
1.07

1.11

1.16

1.18

1.34

1.24

1.21

1.05

1.05

1.02
Reasons for
changes in financial ratios in the most recent two years (Analysis is not required if the change is within 20%).
1. The decrease in debt ratio was mainly due to an increase in property, plant and equipment, and a decrease in short-term
bills payable, long-term borrowings due within one year or one operating cycle, and long-term borrowings.

2. The increase in current ratio was mainly due to a decrease in short-term bills payable and long-term borrowings due
within one year or one operating cycle.
3. The increase in interest coverage ratio was mainly due to an increase in the gains on the disposal of property plant and
,
equipment.
4. The increase in inventory turnover was mainly due to an increase in operating costs.
5. The increase in return on assets was mainly due to an increase in operating income and the gains on the disposal of
property, plant and equipment in the current period.
6. The increase in return on equity was mainly due to an increase in operating income and the gains on the disposal of
property, plant and equipment in the current period.
7. The increase in ratio of pre-tax net income to paid-in capital was mainly due to an increase in operating income and the
gains on the disposal of property, plant and equipment in the current period.
8. The increase in profit margin was mainly due to an increase in operating income and the gains on the disposal of property,
plant and equipment in the current period.
9. The increase in earnings per share was mainly due to an increase in profit or loss after tax.
10. The decrease in cash reinvestment ratio was mainlydue to a decrease in net cash inflow from operatingactivities.
  • Note 1: The financial statements for the three months ended March 31, 2021 have been reviewed by CPAs.

  • 82 -

Financial Information

Note 2: As of the publication date of the annual report, where any company, with its stock listed on the stock market for trading or traded over the counter of securities firms, have the latest financial data that has been audited or reviewed by a CPA, said data shall also be analyzed. Note 3: The following lists the formulas used for performing the financial analysis:

  1. 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.

  2. Liquidity analysis

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

    • (2) Quick ratio = (Current assets - Inventories - Prepaid expenses) / Current liabilities.

    • (3) Times interest earned = Earnings before interests and taxes / Interest expenses over this period.

  3. Operating performance

    • (1) Average collection turnover (including accounts receivable and notes receivable resulting from business operations) = Net sales / Average receivable of the period (including accounts receivable and notes receivable resulting from business operations).

    • (2) Average collection days = 365 / Average collection turnover.

    • (3) Inventory turnover = Cost of sales / Average inventories.

    • (4) Payment turnover (including accounts payable and notes payable resulting from business operations) = Cost of sales Payable of the period (including accounts payable and notes payable resulting from business operations).

    • (5) Average inventory turnover days = 365 / Inventory turnover.

    • (6) Property, plant and equipment turnover = Net sale / Net property, factory and equipment.

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

  4. Profitability

    • (1) Return on assets = (Net income (loss) + Interest expenses * (1 - Tax rate)) / Average total assets.

    • (2) Return on equity = Net income (loss) / Average total equity.

    • (3) Net income margin = Net income (loss) / Net sales.

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

    1. Cash flow

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

    3. (2) Cash flow adequacy ratio = Net cash generated by operating activities in the most recent five years / (Capital expenditure + Inventory increase + Cash dividends) in the most recent five years.

  6. (3) Cash flow reinvestment ratio = (Net cash generated by operating activities - Cash dividends) / (Gross property, plant and equipment + Long-term investments + Other assets + Working capital).

    1. Leverage (1) Operation leverage = (Net operating revenue - Variable operating costs and expenses) / Operating income.

    2. (2) Financial leverage = Operating income / (Operating income - Interest expenses).

  7. Note 4: Special attention shall be paid to the following matters when using the formula of earnings per share above: (1) It shall be based on the weighted average number of common stocks rather than the number of outstanding shares at the end of the year.

  8. (2) Where there is capital increase by cash or treasury share transaction, the circulation period shall be considered when calculating the weighted average number of shares.

  9. (3) Where there is capital increase by earnings or by capital surplus, the annual and semi-annual earnings per share of previous years shall be retrospectively adjusted in accordance with the proportion of capital increase without considering the issuance period of such capital increase.

  10. (4) If the preferred stocks are inconvertible cumulative preferred stocks, dividends of the year (whether paid or not) shall be deducted from net income or included in the net loss. If the preferred stocks are not cumulative, preferred stock dividends shall be deducted from the net income (if any), and no adjustment is required in the case of net loss.

  11. Note 5: Special attention shall be paid to the following matters for cash flow analysis:

  12. (1) Net cash generated by operating activities is the net cash inflow from operating activities in the statement of cash flows. (2) Capital expenditure is the annual cash outflow of capital investment.

  13. (3) The increase in inventories is included only when the ending balance is greater than the beginning balance. If the year-end inventory balance decreases, it is counted as zero.

  14. (4) Cash dividends include the cash dividends of common and preferred stocks.

  15. (5) Gross property, plant and equipment shall refer to the balance of property, plant and equipment before deducting accumulated depreciation.

  16. Note 6: The issuer shall classify operating costs and operating expenses as fixed or variable by their nature. If estimation or subjective judgment is involved, attention shall be paid to its reasonableness and consistency.

  17. Note 7: When the company’s shares have no par value or the par value per share is not NT$10, the calculation of the ratio of paid-in capital is changed to the ratio of equity attributable to the owners of the parent company on the balance sheet.

  18. 83 -

III. Audit report on the most recent year financial statements by the Audit Committee

Audit Committee’s Audit Report

Approved

The board of directors prepared and presented the company’s 2020 business report, financial statements, and earnings distribution proposals, of which, the financial statements were audited by CPA Yu, Su-Huan and CPA Lin, Yi-Hui of Deloitte & Touche with an audit report issued.

The aforementioned business report, financial statements, and earnings distribution proposals were reviewed by the Audit Committee without any nonconformity identified; also, they are hereby presented for inspection according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

To

2021 Regular Shareholders Meeting

Convener of the Audit Committee: Chian, Chen-Rong

March 26, 2021

  • 84 -

IV. Latest financial statements

Statement of Affiliate’s Consolidated Financial Report

In 2020 (from January 1, 2020 to December 31, 2020), the companies that should be included in the consolidated financial reports of affiliated companies based on “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” and the companies that should be included in the consolidated financial reports of subsidiaries based on “Consolidated and separate financial statements” of Section 10 of International Financial Reporting Standards were the same. The related information that should be disclosed in the consolidated financial statements of affiliated companies is also already disclosed in the consolidated financial reports for subsidiaries, so the consolidated financial statements of affiliated companies will not be published separately. Hereby declare

Company name: SAMPO CORPORATION

Person in charge: Chen Mao-Bang Industry and Commerce Development Foundation

March 29, 2021

  • 85 -

Independent Auditor’s Report

To SAMPO CORPORATION:

Auditor’s opinions

We have audited the consolidated balance sheet of SAMPO CORPORATION and its subsidiaries as of December 31, 2020 and 2019, and the consolidated comprehensive income statements, consolidated statement of changes in shareholders’ equity, consolidated statements of cash flows, and notes to the consolidated financial statements (including significant accounting policies) for the years then ended.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the SAMPO 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 of an audit opinion

We concluded our 2020 audits in accordance with the regulations governing auditing and attestation of financial statements by certified public accountants and generally accepted auditing standards. We concluded our 2019 audits in accordance with the regulations governing auditing and attestation of financial statements by certified public accountants, Financial Supervisor Commission’s letter Jing-Guan-Zheng-Shen-Zi No. 1090360805 dated 25 February 2020, and generally accepted auditing standards. Our responsibilities under those standards are further described in the responsibilities of auditors for the audit of the consolidated financial statements. We are independent of SAMPO GROUP in accordance with the Code of Professional Ethics for Certified Public Accountants, and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that our audit provides a reasonable basis for our opinion.

  • 86 -

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 2020 consolidated financial statements of SAMPO GROUP. These matters were addressed in the content of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on those matters.

Key audit matters of the 2020 consolidated financial statements of SAMPO CORPORATION and its subsidiaries are as follows:

Key Audit Matter: Authenticity of sales to hypermarket channels

For 2020, SAMPO CORPORATION’s and its subsidiaries’ revenues from sales to major hypermarkets is a key indicator used by management to evaluate business performance, and the effect of the recognition of related revenues on the financial statements is material. Therefore, we have determined that the recognition of the aforementioned operating revenues is a key audit matter and the related accounting policies are described in Note 4(15) to the consolidated financial statements.

Our auditing procedures with respect to the above matter are as follows:

  1. Understood, evaluated and tested the effectiveness of the design and implementation of the internal control system related to revenue recognition.

  2. In order to confirm the authenticity of the revenue, we obtained the sales revenue details of the hypermarket channel in 2020, sampled and verified original sales orders, shipping documents and invoices of the relevant transactions, and reconciled them with the recorded amounts in the accounting books.

  3. Obtained the details of sales returns and discounts for the subsequent period from the hypermarket channel, sampled and verified the relevant certificates of sales returns and discounts, and examined the reasonableness of the returns and discounts.

Other Matters

We have also audited the individual financial statements of SAMPO CORPORATION as of and for the year ended December 31, 2020 and 2019 on which we have issued an unqualified opinion.

Responsibilities of Management and Those in Charge of Governance of the Sale or Contribution of Assets between an Investor and its Affiliate or Joint Venture

The responsibility of management is to prepare fairly presented consolidated financial statements in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reports Standards, International Accounting Standards interpretations, and announcements of interpretations recognized and published by the Financial Supervisory Commission and maintain necessary internal control related to the preparation of consolidation of financial statements in order to ensure the material misstatement caused by fraud or error does not exist in the consolidated financial statements.

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

  • 87 -

Those in charge of governance (including the Auditing Committee) are responsible for overseeing the reporting process of the financial statements of SAMPO GROUP.

Auditor’s Responsibilities for the Audit of the Sale or Contribution of Assets between an Investor and its Affiliate or Joint Venture

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 and auditor’s report. Reasonable assurance is a high level of assurance, but is not a guarantee that and audit conducted in accordance with the accounting principles generally accepted in the Republic of China will always detect a material misstatement when it exists. Material misstatement could arise from fraud or errors. If fraud or errors are considered materials, 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.

The independent auditors when conducting the audit in accordance with generally accepted auditing standards shall exercise professional judgment and maintain professional suspicion. The independent auditors also perform the following tasks:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design, and perform audit procedures responsive risks, and obtain evidence that is sufficient and appropriate to provide a basis of our opinion. Fraud may involve conspiracy, forgery, deliberate omission, false declaration, or violation of internal control; therefore, the risk of material misstatement arising from fraud is higher than that caused by error.

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

  3. Assess the appropriateness of the accounting policies adopted by the management and the reasonableness of the accounting estimates and related disclosures made.

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

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

  6. Obtain sufficient and appropriate audit evidence on the financial information of business entities within the Group in order to express an opinion on the consolidated financial statements. The independent auditor is responsible for guiding, supervising, and implementing the audit of the Group; also, is responsible for forming an opinion on the audit of the Group.

  7. 88 -

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

From the matters communicated with those in charge of governance, we determine those matters that were of most significance in the audit of the 2020 consolidated financial statements of SAMPO GROUP and are therefore the key audit matters. The independent auditors shall state the key audit matters in the audit report except for the specific matters prohibited from being disclosed by law and regulations, or, in rare cases, where the independent auditor decides not to have specific matters communicated in the audit report since the negative effect of such disclosure can be reasonably expected to be greater than the increase of public interest.

Deloitte and Touche Taiwan CPA Su-Huan Yu

CPA: Yi-Hui Lin

Securities and Futures Bureau Approval Document No. Tai-Cai-Zheng (6) Zi No. 0920123784

Financial Supervisory Commission approval no. Jin-Guan-Zheng-Liu-Zi No.: 0940161384

March 29, 2021

  • 89 -

SAMPO CORPORATION and its Subsidiary

Consolidated balance sheet

December 31, 2020 and 2019

Unit: NT$1 thousand

Code

1100
1136
1150
1160
1170
1180
1200
1210
1220
130X
1479
11XX

1517
1535
1550
1600
1755
1760
1780
1840
1920
1990
15XX
1XXX

Code

2100
2110
2150
2160
2170
2180
2219
2220
2230
2250
2280
2320
2399
21XX

2540
2550
2570
2580
2640
2670
25XX
2XXX

3110
3200
3310
3320
3350
3300
3400
3500
31XX
36XX

3XXX
Asset
Current asset
Cash and cash equivalents (Note 6)
Financial assets at amortized cost – current (Note 7)
Notes receivable, net (Note 9)
Notes receivable – related parties, net (Notes 9 and 29)
Accounts receivable, net (Note 9)
Accounts receivable – related parties, net (Notes 9 and 29)
Other receivables (Note 9)
Other receivables – related parties (Notes 9 and 29)
Current tax assets (Note 24)
Inventory (Note 10)
Other current assets (Note 16)
Total current assets
non-current assets
The financial assets measured for the fair values through other comprehensive
income- non-current (Note 8)
Financial assets based on cost after amortization-Non-current (Note 7)
Investments accounted for using equity method (Note 12)
Property, plant and equipment (Note 13)
Right-of-use asset (Note 14)
Investment Property (Note 15)
Intangible asset
Deferred tax assets (Note 24)
Refundable deposits
Other non-current assets (Note 16)
Total non-current assets
Total assets
Liabilities and equity
Current liability
Short-term borrowings (Note 17)
Short-term notes and bills payable (Note 17)
Payable notes
Notes payable – related party (Note 29)
Accounts payable
Accounts payable – related parties (Note 29)
Other payables (Note 18)
Other payables – related parties (Note 29)
Current tax liabilities (Note 24)
Provisions – current (Note 19)
lease liabilities – current (Note 14)
Long-term loans due within one year or one business cycle (Note 17)
Other current liabilities (Note 18)
Total of current liabilities
non-current liabilities
Long-term borrowings (Note 17)
Provisions – Non-current (Note 19)
Deferred tax liabilities (Note 24)
Lease liabilities – Non-current (Note 14)
Net defined benefit liability – Non-current (Note 20)
Other non-current liabilities
Total non-current liability
Total liabilities
Equity of the parent company (Note 21)
Common stock capital
Additional paid-in capital
Retained earnings
Statutory reserves
Special reserves
undistributed earnings
Total retained earnings
Other equity
Treasury shares
Total equity of the parent company
non-controlling interest
Total equity
Total Liabilities and Equity
December 31, 2020 December 31, 2020 %
7
2
1
-
4
-
-
-
-
11
3
28
3
-
23
39
2
3
1
1
-
-
72
100
-
-
1
-
5
-
4
-
1
1
1
-
3
16
7
1
7
2
3
-
20
36
31
1
4
12
19
35

1)

5)
61
3
64
100
December 31, 2019 December 31, 2019
Amount
$ 834,049
322,053
113,415
-
454,261
5,247
13,368
1
490
1,381,334
424,193

3,548,411

425,208
27,000
2,843,169
4,883,232
250,474
359,691
67,968
160,772
30,690
18,194

9,066,398

$ 12,614,809

$ -
-
189,950
-
655,956
2,690
528,811
31
97,865
72,845
111,325
-
349,807

2,009,280

900,000
106,481
874,801
182,223
403,477
44,476

2,511,458

4,520,738

3,872,000

171,699

485,157
1,592,788
2,379,146

4,457,091


142,666)


592,827)

7,765,297
328,774

8,094,071

$ 12,614,809
Amount
$ 1,164,536
249,467
107,906
4
502,806
955
14,395
26
493
1,295,605
289,488

3,625,681

521,384
27,000
2,584,292
4,773,614
257,587
307,056
83,853
144,621
62,198
18,923

8,780,528

$ 12,406,209

$ 60,000
489,785
212,971
782
496,465
65
445,042
-
16,173
69,589
58,215
575,000
359,178

2,783,265

1,050,000
106,390
965,922
202,292
444,838
65,110

2,834,552

5,617,817

3,872,000

151,374

411,261
1,688,706
1,141,276

3,241,243


170,475)


608,807)

6,485,335
303,057

6,788,392

$ 12,406,209
%
















(
(
















(
(


















(
(
















(
(


9
2
1
-
4
-
-
-
-
11
2
29
4
-
21
39
2
2
1
1
1
-
71
100
-
4
2
-
4
-
4
-
-
-
-
5
3
22
8
1
8
2
4
-
23
45
31
1
3
14
9
26

1)

5)
52
3
55
100

The notes attached shall constitute an integral part of this Consolidated financial statement.

Chairman: Chen Mao-Bang Industry and Commerce Managerial officer: Hsu, Ching-Chao Accounting officer: Chiang, Chuan-Tien Development Foundation

  • 90 -

SAMPO CORPORATION and its Subsidiary

Consolidated Income Statement

January 1 to December 31, 2020 and 2019

Unit: NTD thousand, except Earnings Per Share (NTD)

Code
Operating income
4100
Sales revenue

4600
Labor revenue
4800
Other operating revenue
4000
Total operating
revenues
Operating cost
5110
Cost of sales
5600
Labor service cost
5800
Other operating cost

5000
Total operating
costs
5900
Gross profit

Operating expenses
6100
Marketing expenses
6200
Administrative expenses
6300
Research and
development expenses
6450
Expected credit
impairment loss (gain)
6000
Total operating
expenses
6900
Net Operating Income

Non-operating income and
expenses
7100
Interest income
7010
Other income
7020
Other profits and losses
7050
Financial costs

7060
Share of profit or loss of
affiliated companies
accounted for using
the equity method
7000
Total non-operating
revenues and
expenses
(Continued on next page)
2020 %
87
13
-

100

70
12
-

82

18


5

5

1
-

11

7


-

1
17

-
2

20
2019
%








































87
12
1
100
73
11
-
84
16

6

4

2
-
12
4

-

1

4

-
2
7
  • 91 -

(Continued from previous page)

Code
7900
Profit before tax

7950
Income tax expense (Note 24)

8200
Net profits of the current year

Other comprehensive income
8310
The items that are not
reclassified as profit or loss
8311
Remeasurement of defined
benefit plan
8316
Unrealized valuation gains
or losses of equity
instruments investments
in financial assets
measured at FVTOCI
8330
Share of other
comprehensive income
of affiliates accounted
for under equity method
8349
Income tax related to titles
not subject to
reclassification

8360
Items that may be reclassified
subsequently under profit or
loss
8361
Exchange differences from
the translation of
financial statements of
foreign operations
8370
Share of other
comprehensive income
of affiliates accounted
for under equity method

8300
Other comprehensive
income of the current
year (net amount after
taxation)
8500
Total amount of comprehensive
income of the current year
Profit attributable to:
8610
Shareholders of parent
company
8620
Non-controlling interest net
profits
8600

(Continued on next page)
2020
  • 92 -

(Continued from previous page)

Code
The total comprehensive
income belongs to
8710
Owners of parent

8720
non-controlling interest

8700

EPS (Note 25)
9710
Basic

9810
Diluted
2020 %
24
-

24


2019
Amount
$ 1,814,257
40,948

$ 1,855,205

$ 4.86
$ 4.82
Amount
$ 824,399
31,834

$ 856,233

$ 2.00
$ 2.00
%












12
-
12

The notes attached shall constitute an integral part of this Consolidated financial statement.

Chairman: Chen Mao-Bang Industry and Commerce Development Foundation

Managerial officer: Accounting officer: Hsu, Ching-Chao Chiang, Chuan-Tien

  • 93 -

January 1 to December 31, 2020 and 2019

SAMPO CORPORATION and its Subsidiary

Consolidated Statements of Changes in Shareholders’ Equity

Unit: NT$1 thousand

Code
A1
Balance as of January 1, 2019
B17
Reversal of special reserve
Distribution of 2018 earnings
B1
Statutory reserves
B5
Cash dividend to the Company’s shareholders
C7
Changes in affiliates and joint ventures recognized
under the equity method
D1
Net profits for 2019
D3
Other comprehensive profit and loss after tax in
2019
D5
Total profit and loss in 2019
L1
Purchase and disposal of treasury shares
M1
Dividends distributed to the subsidiaries adjusted
to the additional paid-in capital
M5
The differences between carrying amount and
market price of actual acquisition or disposal of
shares in subsidiaries.
O1
Increase/decrease in non-controlling interest
Q1
Equity instrument at fair value through other
comprehensive income statement
Z1
Balance as of December 31, 2019
B17
Reversal of special reserve
Distribution of 2019 earnings
B1
Statutory reserves
B5
Cash dividend to the Company’s shareholders
C7
Changes in affiliates and joint ventures recognized
under the equity method
D1
Net profits for 2020
D3
Other comprehensive profit and loss after tax in
2020
D5
Total profit and loss in 2020
L3
Purchase and disposal of treasury shares
M1
Dividends distributed to the subsidiaries adjusted
to the additional paid-in capital
M5
The differences between carrying amount and
market price of actual acquisition or disposal of
shares in subsidiaries.
O1
Increase/decrease in non-controlling interest
Z1
Balance as of December 31, 2020
Equity ofth e co mpany Total
$ 6,158,865
-
-

531,160 )
3,683
738,963
85,436
824,399
14,790
14,824

66 )
-
-
6,485,335
-
-

570,600 )
752
1,795,993
18,264
1,814,257
19,650
15,882
21
-
$ 7,765,297
Non-controlling
interest
$ 276,706
-
-
-
-
33,899

2,065)
31,834
-
-
66

5,549 )
-
303,057
-
-
-
-
40,002
946
40,948
-
-

21 )

15,210)
$ 328,774
Totalequity
Shares
387,200
-
-
-
-
-
-
-
-
-
-
-
-
387,200
-
-
-
-
-
-
-
-
-
-
-
387,200
Share capital
$ 3,872,000
-
-
-
-
-
-
-
-
-
-
-
-
3,872,000
-
-
-
-
-
-
-
-
-
-
-
$ 3,872,000
Additional paid-in
capital
$ 132,933
-
-
-
3,683
-
-
-
-
14,824

66 )
-
-
151,374
-
-
-
752
-
-
-
3,670
15,882
21
-
$ 171,699
Retained earnings undistributed
earnings
$ 840,989
228,454

66,181 )

531,160 )
-
738,963

32,328)
706,635

1,190 )
-
-
-

36,271)
1,141,276
95,918

73,896 )

570,600 )
-
1,795,993

9,545)
1,786,448
-
-
-
-
$ 2,379,146
Otherequity
Exchange differences
from the translation
of financial
statements of foreign
operations
Unrealized gain or
loss on financial
assets at fair value
through other
comprehensive profit
or loss
( $ 258,372 )
( $ 66,138 )
-
-
-
-
-
-
-
-
-
-
(
47,026)

164,790
(
47,026)

164,790
-
-
-
-
-
-
-
-

-

36,271
(
305,398 )
134,923
-
-
-
-
-
-
-
-
-
-

29,136
(
1,327)

29,136
(
1,327)
-
-
-
-
-
-

-

-
($ 276,262)
$ 133,596
Treasury shares
$ 624,787 )
-
-
-
-
-
-
-
15,980
-
-
-
-

608,807 )
-
-
-
-
-
-
-
15,980
-
-
-
$ 592,827)
Exchange differences
from the translation
of financial
statements of foreign
operations
( $ 258,372 )
-
-
-
-
-
(
47,026)
(
47,026)
-
-
-
-

-
(
305,398 )
-
-
-
-
-

29,136

29,136
-
-
-

-
($ 276,262)
Statutoryreserves
$ 345,080
-
66,181
-
-
-

-

-
-
-
-
-

-
411,261
-
73,896
-
-
-

-

-
-
-
-

-
$ 485,157
Special reserves
$ 1,917,160

228,454 )
-
-
-
-
-
-
-
-
-
-
-
1,688,706

95,918 )
-
-
-
-
-
-
-
-
-
-
$ 1,592,788
















(












(



(




(
(
(

(
(
(
(
(


(
(
(

(



(
(



(
(

(



(



(

(


(

(




(

(



(
(

(


(

(


(
$ 6,435,571
-
-

531,160 )
3,683
772,862
83,371
856,233
14,790
14,824
-

5,549 )
-
6,788,392
-
-

570,600 )
752
1,835,995
19,210
1,855,205
19,650
15,882
-

15,210)
$ 8,094,071

Chairman: Chen Mao-Bang Industry and Commerce Development Foundation

The notes attached shall constitute an integral part of this Consolidated financial statement. Managerial officer: Hsu, Ching-Chao

Accounting officer: Chiang, Chuan-Tien

  • 94 -

SAMPO CORPORATION and its Subsidiary

Consolidated Statements of Cash Flow

January 1 to December 31, 2020 and 2019

Unit: NT$1 thousand

Code
Cash flow from operating activities
A10000
Current year net profit before taxation

A20010
Profits and loss
A20100
depreciation expense
A20200
Amortization expenses
A20300
Expected credit impairment loss
(gain on reversal)
A20400
Gain (loss) on financial assets and
liabilities at fair value through
profit and loss
A23800
Gain on reversal of decline in value
of inventories
A20900
Financial costs
A21200
Interest income

A21300
Dividend income

A22300
Share of profit or loss of affiliated
companies accounted for using
the equity method
A22500
Net income from the disposal and
obsolescence of property, plant
and equipment
A23000
Gain on disposal of non-current
assets held for sale
A29900
Lease modification gain

A30000
Net change in operating assets and
liabilities
A31115
Financial assets mandatorily
measured at fair value through
profit or loss
A31130
Notes receivable

A31140
Notes receivable – related party
A31150
Trade receivable
A31160
Accounts receivable – related
parties
A31180
Other receivables
A31190
Other receivables – related parties
A31200
Inventory

A31240
Other current assets

A32130
Payable notes

A32140
Notes payable – related party

A32150
Accounts payable
A32160
Accounts payable – related parties
A32180
Other payables
2020
$ 2,084,606

176,680
39,628
1,803

(
906 )

(
8,273 )

24,275
(
10,097 )

(
8,708 )

(
195,007 )

(
1,371,906 )

-

(
92 )

906
(
5,709 )
4

46,645

(
4,292 )

983
25

(
135,697 )
(
134,960 )

(
23,021 )

(
782 )

159,491
2,625
84,200
2019
$ 811,805
142,171
42,998
(
3,025 )
(
1,019 )
(
673 )
30,013
(
24,059 )
(
3,339 )
(
181,341 )
(
628 )
(
361,486 )
(
25 )
1,019
57,260
(
1 )
(
53,727 )
(
791 )
4,163
(
26 )
153,435
(
45,370 )
(
39,085 )
(
957 )
107,939
65
23,883

(Continued on next page)

  • 95 -

(Continued from previous page)

Code
A32190
Other payables – related parties

A32200
Liability reserve
A32230
Other current liabilities

A32240
Net defined benefit liability

A33000
Cash inflow from operating activities
A33100
Interest received
A33300
Interest payment

A33500
Income tax payment

AAAA
Net cash inflow from operating
activities
Cash flow from investing activities
B00020
Sale of financial assets at fair value
through other comprehensive income
B00040
Financial assets acquired on the basis of
cost after amortization
B00050
Financial assets on the basis of cost after
amortization
B01800
Acquisition of investment under the
equity method
B02600
Disposal of non-current assets held for
sale
B02700
Purchase of property, plant, and
equipment
B02800
Proceeds from disposal of property, plant
and equipment
B03800
Decrease in Refundable deposits
B04500
Purchase of intangible assets

B06800
Decrease of other non-current assets
B07600
Dividends received from the affiliated
company
B09900
Receive other dividends

BBBB
Net cash inflow (outflow) from
investing activities
Cash flow from financing activities
C00200
Decrease in short-term loans

C00600
Decrease in short-term notes payable

C01600
Proceeds from long-term loan
C01700
Repayments of long-term borrowings

C04020
Lease principal repayment

C04300
Increase in other non-current liabilities
C04400
Decrease in other non-current liabilities

C04500
Cash dividend released

C05100
Treasury stock purchased by employees
C05800
Change in non-controlling interest

C09900
Payment of Non-controlling Equity Cash
Dividends
CCCC
Net cash outflow from financing
activities
2020
$ 31

3,347

(
9,371 )

(
49,791)

666,637
10,097
(
24,706 )

(
274,788)


377,240

-
(
72,586 )

-
(
6,255 )
-
(
579,022 )

1,792,951
31,508
(
23,743 )

828
69,831

8,708


1,222,220

(
60,000 )

(
489,785 )

900,000
(
1,625,000 )

(
82,194 )

-
(
20,634 )
(
554,718 )

19,650
(
300 )
(
14,910)

(
1,927,891)
2019
$ -
(
3,195 )
(
45,105 )
(
53,161)
557,738
24,059
(
30,187 )
(
36,635)

514,975
16,536
(
249,467 )
48
-
481,835
(
416,446 )
2,752
855
(
29,851 )
2,415
167,251

3,339
(
20,733)
(
350,000 )
(
59,747 )
650,000
(
725,000 )
(
38,613 )
39,785
-
(
516,336 )
14,790
11,296
(
16,845)
(
990,670)

(Continued on next page)

  • 96 -

(Continued from previous page)

Code
DDDD Impact of changes in exchange rate on cash
and cash equivalents
EEEE
Net decrease in cash and cash equivalents
E00100 Cash and cash equivalents balance –
beginning of year
E00200 Cash and cash equivalents balance – end of
year

The notes attached shall constitute an integral part of this Consolidated financial statement.

Chairman: Chen Mao-Bang Managerial officer: Accounting officer: Industry and Commerce Hsu, Ching-Chao Chiang, Chuan-Tien Development Foundation

  • 97 -

SAMPO CORPORATION and its Subsidiary

Notes to consolidated financial statements

January 1 to December 31, 2020 and 2019

(In thousand New Taiwan dollars, unless otherwise specified)

1. Organization and operations

SAMPO CORPORATION. (hereinafter referred to as “SAMPO” or the “Company”), formerly known as “DONGXING ELECTRIC CO., LTD.,” was established in September 1962. In September 1964, DONGXING merged with DONJOY ELECTRIC CO., LTD. and changed its name to SAMPO ELECTRONICS CO., LTD. In 1970, its stock was publicly traded, and in 1974, the name was changed to SAMPO CORPORATION.

The Company engages in the manufacture, processing, contracting, wholesaling, retailing, repair services, and consignment of electronics, electrochemicals, telecommunications, electrical materials, information products, and audio products, and engages in the import and export business and investment in foreign related businesses.

The consolidated financial statements are presented in the Company’s functional currency – New Taiwan dollar.

2. Financial reporting date and procedures

The consolidated financial statements were approved by the Board of Directors on March 24, 2021.

3. Application of new and revised standards and interpretation

  • (1) First-time application of International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations (“IFRICs” and “SICs”) (hereinafter collectively referred to as the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (hereinafter referred to as the “FSC”).

The adoption of the IFRSs endorsed and issued into effect by the FSC will not result in significant changes in the Consolidated Company’s accounting policies, except as indicated below:

1. Amendment to “Definition of a business” in IFRS 3

This amendment shall apply to the Consolidated Company’s transactions occurring after January 1, 2020. This amendment requires that the business shall consist of at least inputs and significant processes that together make a significant contribution to the ability to generate output. The determination of whether the “process of acquisition” is material will vary depending on whether there is an output on the date of acquisition. In addition, a new and simplified way of assessing the consistency of the acquired activities and asset portfolio with the business – the concentration test – is available for companies to choose.

  • 98 -

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

Effective January 1, 2020, the Consolidated Company adopted the amendment to use “reasonably expected to affect users” as the threshold of materiality and adjusted the disclosure of consolidated financial statements to remove immaterial information that may obscure material information.

  • (2) IFRSs endorsed by the Financial Supervisory Commission (hereinafter referred to as “FSC”) applicable for 2021.

The new/amended/revised standards or interpretation Effective Date per IASB Amendment to IFRS 4 “Extension of Provisional Effective from the date of Exemption for Application of IFRS 9” publication Amendments to the IFRS 9, IAS 39, and IFRS 7, Effective for annual IFRS 4 and IFRS 16 “Interest Rate Benchmark reporting periods Reform – Phase II” beginning after January 1, 2021 Amendment to IFRS 16 “Rent Reduction associated Effective for annual with COVID-19 pandemic.” reporting periods beginning after June 1, 2020.

As of the date of publication of this financial report, the Company has evaluated that the amendments to the above standards and interpretations will not have a material impact on the financial position and financial performance.

  • (3) The IFRSs released by the IASB but not yet approved and announced effective by the Financial Supervisory Commission

IASB publication effective The new/amended/revised standards or interpretation date (Note 1) “2018-2020 IFRSs improvements” January 1, 2022 (Note 2) Amendment to IFRS 3 “Update the index of the January 1, 2022 (Note 3) conceptual framework.” Amendment to IFRS 10 and IAS 28, “Sale or Undefined Contribution of Assets between an Investor and its Affiliate or Joint Venture and Investment in Affiliates.” IFRS 17 “Insurance Contracts” January 1, 2023 Amendment to IFRS 17 January 1, 2023 Amendment to IAS 1 “Classification of Liabilities as January 1, 2023 Current or Noncurrent” Amendment to IAS 1 “Disclosure of Accounting January 1, 2023 (Note 6) Policies.” Amendment to IAS 8 “Definition of Accounting January 1, 2023 (Note 7) Estimates.” Amendment to IAS 16 “Property, plant and equipment: January 1, 2022 (Note 4) price before reaching the intended state of use” Amendment to IAS 37 “Onerous Contracts – Cost of January 1, 2022 (Note 5) Performing Contracts.”

  • Note 1: Unless otherwise stated, the aforementioned new/amended/revised standards or interpretation are effective for annual reporting periods beginning after the respective dates.

  • 99 -

  • Note 2: The amendment to IFRS 9 applies to swaps or changes in the terms of financial liabilities that occur in annual reporting periods beginning after January 1, 2022; the amendment to IAS 41, “Agriculture,” applies to fair value measurements in annual reporting periods beginning after January 1, 2022; and the amendment to IFRS 1, “First-time Adoption of IFRSs,” applies retrospectively to annual reporting periods beginning after January 1, 2022.

  • Note 3: This amendment applies to business mergers for which the acquisition date falls within the annual reporting period after January 1, 2022.

  • Note 4: This amendment applies to plant, property and equipment that begins to operate in the manner such as location and condition expected by management after January 1, 2021.

  • Note 5: This amendment applies to contracts with unfulfilled obligations as of January 1, 2022.

  • Note 6: The application of this amendment is deferred for annual reporting periods beginning after January 1, 2023

  • Note 7: This amendment applies to changes in accounting estimates and changes in accounting policies that occur in annual reporting periods beginning after January 1, 2023.

  • Amendment to IFRS 10 and IAS 28, “Sale or Contribution of Assets between an Investor and its Affiliate or Joint Venture and Investment in Affiliates.”

The amendment provides that if the Consolidated Company sells or contributes an asset to an affiliated party (or joint venture), or if the Consolidated Company loses control of a subsidiary but retains significant influence (or joint control) over the subsidiary, the Consolidated Company recognizes all of the gains or losses resulting from such transactions if the aforementioned asset or former subsidiary meets the definition of “business merger” for “business” under IFRS 3.

In addition, if the Consolidated Company sells or contributes assets to affiliated companies (or joint ventures), or the Consolidated Company losses the control over a subsidiary but retains significant influence on the subsidiaries (or joint control), and if the aforementioned assets or subsidiary not in compliance with the definition of IFRS 3 “Business,” the Consolidated Company is to recognize the profit and loss of the transactions only within the equity scope of the affiliated companies (or joint ventures) irrelevant to the investors, in other words, the profit and loss attributable to the Consolidated Company should be offset.

  1. Amendment to IAS 1 “Classification of Liabilities as Current or Noncurrent”

The amendment aims to clarify whether a liability is classified as noncurrent; the Consolidated Company should assess whether it has the right to defer settlement at the end of the reporting period for at least 12 months after the reporting period. If the Consolidated Company has such a right as of the end of the reporting period, the liability is classified as noncurrent whether or not the Consolidated Company exercises its right to defer settlement of a liability. The amendment aims to clarify if the Consolidated Company is required to comply with certain conditions in order to have the right to defer

  • 100 -

settlement of a liability. The Consolidated Company must have complied with specific conditions as of the end of the reporting period, even if the lender tests whether the Consolidated Company has complied with those conditions at a later date.

The amendment provides the purpose to clarify that settlement refers to the transfer to the counterparty of cash, other economic resources or equity instruments of the Consolidated Company that results in the extinguishment of the liability. However, if the terms of the liability may result in transferring the Consolidated Company’s equity instruments at the option of the counterparty, and if the option is separately recognized in equity in accordance with IAS 32, “Financial Instruments: Presentation,” the above-mentioned provisions do not affect the classification of the liability.

3. Annual Improvements 2018 – 2020 Cycle

The amendment to IFRS 9, “Financial Instruments,” to assess whether there is a material difference between the exchange or modification of the terms of a financial liability and whether there is a 10% difference in the discounted cash flows (including the net fees received for entering into new or modified contracts) between the terms of the old and new contracts, should only include fees received by the borrower and the lender. The above fees shall only include fees received and paid between the borrower and the lender.

  1. Amendment to IFRS 3 “Update the index of the conceptual framework.”

The amendment updates the index to the conceptual framework and adds a new requirement that the acquirer should apply IFRIC 21 “Levies” to determine whether there is an obligation to incur a levy payment liability at the date of acquisition.

  1. Amendment to IAS 16 “Property, plant and equipment: price before reaching the intended state of use”

The amendment provides that the sale price of output items of property, plant and equipment produced to bring them to the location and condition necessary to meet management’s expectations for the manner in which they will be operated is not appropriate as a deduction to the cost of those assets. The aforementioned output items should be measured in accordance with IAS 2, “Inventories,” and the sales price and cost should be recognized in profit or loss in accordance with the applicable standards.

The amendment applies to plant, property and equipment in the locations and condition necessary to achieve management’s intended location mode of operation after January 1, 2021, and the information for the comparative period shall be restated when the amendment is first applied by the Consolidated Company.

  1. Amendment to IAS 37 “Onerous Contracts – Cost of Performing Contracts.”

The amendment specifies that in assessing whether a contract is onerous, the “cost of performing the contract” should include the allocation of incremental costs of performing the contract (e.g. direct labor and raw materials) and other costs directly related to the performance of the contract (e.g. the allocation of depreciation expense for property, plant and equipment used to perform the contract).

  • 101 -

When the amendment is first applied, the Consolidated Company will recognize the cumulative effect as retained earnings at the date of initial application.

  1. Amendment to IAS 1 “Disclosure of Accounting Policies.”

The amendment specifies that the Consolidated Company shall determine the material accounting policy information to be disclosed based on the definition of materiality. Accounting policy information is considered material if it could reasonably be expected to affect the decisions of the primary users of the general-purpose financial statements based on those financial statements. The amendment also clarifies:

  • Accounting policy information related to immaterial transactions, other events or circumstances is immaterial and the Consolidated Company is not required to disclose such information.

  • The Consolidated Company may determine that related accounting policy information is material because of the nature of the transactions, other events or circumstances, even if the amount is not material.

  • Not all accounting policy information related to significant transactions, other events or circumstances is material.

In addition, the amendment provides examples of accounting policy information that may be material if it relates to significant transactions, other events or circumstances and under the following circumstances, the information may be material:

  • (1) A change in the Consolidated Company’s accounting policy during the reporting period that results in a material change in financial statement information;

  • (2) The Consolidated Company selects applicable accounting policies from among the options permitted by the standards;

  • (3) Due to the lack of specific standards, the Consolidated Company establishes accounting policies in accordance with IAS 8 “Accounting Policies, Changes and Errors in Accounting Estimates”;

  • (4) The Consolidated Company discloses the relevant accounting policies that require the application of significant judgments or assumptions; or

  • (5) that it involves complex accounting requirements when users of financial statements rely on such information to understand such significant transactions, other events or circumstances.

Amendment to IAS 8 “Definition of Accounting Estimates.”

The amendment explicitly specifies that accounting estimate represents the monetary amounts in the financial statements that are subject to measurement uncertainty. In applying accounting policies, the Consolidated Company may need to measure financial statement items using monetary amounts that are not directly observable but must be estimated, and therefore measurement techniques and input values are required to create accounting estimates for this purpose. The effect of changes in measurement techniques or input values on accounting estimates that are not corrections of prior period errors are accounted for as changes in accounting estimates.

  • 102 -

Further to the aforementioned influence, the companies in the consolidated financial statements will continue to evaluate the effect of the amendment to other IFRSs on the financial positions and performance of the companies in the consolidated financial statements to the date this parent company only financial statement approved and released, and will make appropriate disclosure after the evaluation.

4. Summary of significant accounting policies

  • (1) Compliance Statement

The consolidated financial statements are prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs approved and published by the FSC.

  • (2) Basis of preparation

Except for the financial instruments on the basis of fair value and the recognition of net defined benefit liabilities on the basis of the present value of net defined benefit obligation net of the fair value of planned assets, this consolidated financial statement was compiled on the basis of historical cost. The evaluation of fair value could be classified into Level 1 to Level 3 by the observable intensity and importance of related input value:

  1. Level 1 input value: refers to the quotation of the same asset or liability in an active market as of the evaluation (before adjustment).

  2. Level 2 input value: refers to the direct (the price) or indirect (inference of price) observable input value of asset or liability further to the quotation of Level 1.

  3. Level 3 input value: the unobservable input value of asset or liability.

  4. (3) Standards in differentiating current and non-current assets and liabilities. Current assets including:

  5. Assets held mainly for trading purpose:

  6. Assets expected to be realized within 12 months after the balance sheet date; and

  7. Cash and cash equivalents (not including those that are limited to exchange or repay liabilities exceeding 12 months after the balance sheet date).

    • Current liabilities include:
  8. Liabilities held for trading purposes;

  9. 103 -

  10. The liabilities to be liquidated upon due within 12 months after the balance sheet date (those with long-term refinancing or payment term rearrangement completed from the balance sheet date to the financial reports approved and published date are also classified as current liabilities), and

  11. Liabilities with the repayment deadline that cannot be unconditionally deferred to at least 12 months after the balance sheet date.

For those that are not current assets or liabilities above are classified as noncurrent assets or liabilities.

The Consolidated Company is engaged in the construction business, and its operating cycle is longer than one year. Therefore, the assets and liabilities related to the construction business are classified as current or non-current based on the normal operating cycle.

  • (4) Basis of consolidation

The accompanying consolidated financial statements include the financial statements of SAMPO CORPORATION and the entities (subsidiaries) controlled by SAMPO The Consolidated Statement of Comprehensive Income already covered the operating profit and/or loss of the subsidiaries, which have been acquired or disposed of the current term, from the date of acquisition until the date of disposal. The subsidiaries’ financial statements have been properly adjusted to make the accounting policies consistent with the accounting policies of the consolidated company. In preparing these consolidated financial statements, the transactions, account balances, incomes and loss and expenses among the individual entities are written off in full amount. The total comprehensive incomes of the subsidiaries were non-controlling interest attributed to the Company’s owners and the non-controlling interest, to become the balance of loss even as the non-controlling interest.

When the changes of interest of the subsidiaries’ ownership by the Consolidated Company do not lead to the loss of control, it is disposed of as interest transactions. The book value of the Consolidated Company and non-controlling interest has been adjusted to reflect the changes of the relative interest of subsidiaries. The differential between the adjustment amount of non-controlling interest and the fair value of consideration received is directly recognized as interest and belongs to the owner of the Company.

For details of subsidiaries, shareholding and business items, see Note 11, “Subsidiaries” and Exhibit 4.

(5) Foreign currency

For the transactions conducted in a currency other than the business entity’s functional currency (foreign currency), it is to be translated to the functional currency in accordance with the exchange rate on the transaction date when preparing the individual financial statements.

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Foreign currency monetary items are translated at the closing rate on each balance sheet date. The exchange differences arising from the settlement of monetary items or translating monetary items are recognized in the current profit or loss.

The foreign non-currency items measured at fair value are translated in accordance with the exchange rate on the fair value determination date and the exchange difference is booked as current profit or loss. However, for the changes in fair value recognized in the other comprehensive profit or loss, the exchange difference is recognized in the other comprehensive profit or loss.

The foreign non-currency items measured at historical cost are translated in accordance with the exchange rate on the transaction date without the need for a translation again.

Upon preparation of the consolidated financial reports, the assets and liabilities of overseas operating institutions (including the subsidiaries, affiliates in the countries of business operation or those using currencies different from the Company’s) were converted to NTD based on the exchange rate quoted on every balance sheet date. The profits and losses are translated in accordance with the current average exchange rates, and the exchange differences resulted is booked in other comprehensive income (and attributable to the Company’s shareholders and non-controlling equity respectively).

If the Consolidated Company disposes of all interests in a foreign operation, or disposes of a portion of an interest in a subsidiary of a foreign operation but loses control, or disposes of a retained interest in an affiliate of a foreign operation that is a financial asset and is accounted for under the accounting policy for financial instruments, all cumulative translation differences attributable to the Company’s owners and related to the foreign operations will be reclassified to profit or loss.

If the partial disposal of a foreign operating subsidiary does not result in a loss of control, the accumulated exchange differences are reattributed to the noncontrolling interest of the subsidiary on a pro rata basis and are not recognized in profit or loss. In any other event of partial disposal of an overseas operating institution, the accumulated difference in foreign exchange was reclassified to profit and/or loss pro rata to the percentage of disposal.

  • (6) Inventory

General Inventory

General Inventory includes raw materials, supplies, finished goods and work-inprocess. General Inventory is valued in accordance with the lower of cost or net cash value. When comparing cost and net cash value, except for the homogeneous inventories, it is based on the itemized lower of cost or net cash value. Net realizable value refers to the estimated sale price under normal circumstances net of the estimated cost needed to complete the project and the estimated expenses needed to complete the sale. The cost of general inventory is calculated using the weighted average method.

  • 105 -

Land under construction

Land under construction is recorded at acquisition cost. Land under construction represents land that has been invested but not yet constructed, construction costs and interest capitalized prior to completion of construction, and the cost is allocated using the selling price ratio or the building ratio when the cost is carried forward after revenue is recognized from the sale of the property. Once selected, the method cannot be changed for the same project in the subsequent years.

Land under construction is measured at the lower of cost or net realizable value, and the net realizable value is based on management’s estimate according to the prevailing market conditions.

  • (7) Investments in Affiliates

The Consolidated Company has a significant influence on an affiliated company that is not a subsidiary.

The Consolidated Company adopts the equity method for investment in affiliates.

Under the equity method, investments in the affiliated companies were originally recognized at cost; the book value after the acquisition date fluctuates along with the distribution of profit or loss from the affiliated company and other comprehensive profit or loss by the consolidated company. Additionally, the change in the interests the Consolidated Company holds in the affiliates was recognized pro rata to the shareholding percentages.

Acquisition costs in excess of the Consolidated Company’s share of net identifiable assets and liabilities (i.e. fair value) in an affiliated company on the date of acquisition are recognized as goodwill. This goodwill includes book value of the investment and is not amortized. Share of net identifiable assets and liabilities (i.e. fair value) in an affiliated company that exceeds acquisition cost on the date of acquisition is recognized as gains for the current year.

When affiliates issue new shares, if the Consolidated Company fails to subscribe stock share proportionally to their shareholding, resulting in changes in shareholding ratio and thus causing changes in net equity investment, the increase or decrease amount should be adjusted to the additional paid-in capital – recognizing changes in net equity of affiliates under the equity method and investment under equity method. If the Consolidated Company’ did not subscribe to the new shares pro rata to the shareholding percentages and led to a decrease of the shareholding percentages subscribed to or obtained from the affiliate, nevertheless, the amount of other comprehensive income so recognized was reclassified pro rata to the decrease ratio in the affiliate. The accounting management was on the grounds same as the grounds the affiliate must comply with if it directly disposed assets or liabilities. If the aforementioned adjustment must be debited into capital reserve where the balance of capital reserve yielded by the investment in equity method, the difference was debited as retained earnings.

In the event that the Consolidated Company’s shares of loss in the affiliates equal to or exceed its equity in the affiliates (including the book value of investment in the affiliates in equity method and other long-term interest of the Consolidated Company’ in the investment composition of the affiliates), the Consolidated Company’ discontinued recognition of the further losses. The Consolidated Company

  • 106 -

recognized extra losses and liabilities only in the event of occurrence of legal obligations, presumed obligations or within the scope that the Consolidated Company’ had made payment on behalf of the affiliate.

When assessing impairment, the consolidated company has the overall book value (including goodwill) of the investment deemed as a single asset when comparing the recoverable amount and the book amount in order to conduct impairment testing. The recognized impairment loss is an integral part of the book amount of the investment. Any reversal of the impairment loss can be recognized within the range of the recoverable amount of the subsequently increased investment.

The Consolidated Company ceases to adopt the equity method from the date its investment ceases to be an affiliate, and its retained interest in the former affiliate is measured at fair value. The difference between the fair value and the disposal price and the carrying amount of the investment on the date of cessation of the equity method is recognized in profit or loss for the current period. Furthermore, all relevant amounts relevant to the affiliates recognized in other comprehensive income were managed on the accounting grounds same as the grounds which it should comply with if the affiliates directly disposed the relevant assets or liabilities. If the investment in affiliates become an investment in the joint venture, or the investment in the joint venture becomes an investment in affiliates, the consolidated company will continue using the equity method and will not have the reserved equity remeasured.

The profit or loss resulting from the countercurrent, downstream and sidestream transactions between the consolidated company and the affiliated company is recognized in the consolidated financial statement within the range that is irrelevant to the consolidated company’s interest in the affiliated company.

  • (8) Property, Plant and Equipment

Real property, plant and equipment are recognized as costs, and they will be measured by the amount after the costs less the amount of accumulated depreciation and accumulated impairment losses afterwards.

Those real estate, plant buildings, equipment & facilities under construction were recognized at the amount of the costs after deducting the loss in the accumulated impairment. Costs include professional service expanses and loan costs that meet the capitalization conditions. When such assets are completed and reach expected use status, such assets will be classified to proper items under real property, plant and equipment and the provision of depreciation shall begin.

The depreciation of each material part of real estate, plants, and equipment should be appropriated independently in accordance with the useful year and a straight-line method. The Consolidated Company shall at least inspect the estimated service life, residual value and depreciation method by the day of the end of each fiscal year and postpone the effect of applying estimated accounting changes.

In the case of delisting real estate, plants, and equipment, the difference between the net disposal price and the book value of the asset is recognized in profit or loss.

  • 107 -

(9) Investment Property

Investment property is real estate held to earn rentals or for capital appreciation or both (including property in the process of construction that meets the definition of investment property). Investment property also includes land held for future use that is currently undetermined.

Self-owned investment property is initially measured at cost (including transaction costs) and subsequently measured at cost less accumulated depreciation and accumulated impairment losses.

All investment property is depreciated on a straight-line basis.

In removing investment property, the difference between the net proceeds of disposal and the book value shall be recognized as income.

  • (10) Intangible asset

  • Acquired separately

The intangible asset with limited useful life acquired separately was originally measured at cost and subsequently measured at cost, net of accumulated amortization and accumulated impairment losses. Depreciation is recognized using the straight-line method for intangible asset. The estimated useful lives, residual values and depreciation method are reviewed at the end of each yearly reporting period, with the effect of any changes in estimate accounted for on a prospective basis. Intangible asset with indefinite useful lives is measured at cost net of accumulated impairment losses.

2. Derecognition

In removing intangible assets, the difference between the net proceeds of disposal and the book value shall be recognized as income.

  • (11) Impairment of tangible and intangible assets (except for goodwill).

The consolidated company at each balance sheet date is to assess whether there is any indication of the impairment occurring to the tangible and intangible assets (except for goodwill). If there is any indication of impairment occurring, the recoverable amount of the asset should be estimated. If the recoverable amount of an individual asset cannot be estimated, the consolidated company is to estimate the recoverable amount of the respective cash-generating unit. The common asset is amortized to each cash-generating unit in accordance with a consistent and reasonable sharing basis.

The intangible asset with indefinite useful lives and not yet available for use should be tested for impairment at least annually or should be tested when there is an indication of impairment.

The recoverable amount is the fair value net of cost or the value in use whichever is higher. When the recoverable amount of an individual asset or cashgenerating unit is less than its book amount, the book amount of the asset or cashgenerating unit should be reduced to its recoverable amount. The impairment loss is recognized in the profit or loss.

When the impairment loss was reversed subsequently, the book amount of the asset or cash-generating unit is increased to the adjusted recoverable amount, but the increased book amount may not exceed the book amount of the asset or cash-

  • 108 -

generating unit without recognizing the impairment loss in prior periods (net of amortization or depreciation). The reversed impairment loss is recognized in the profit or loss.

  • (12) Non-current assets held for sale

The carrying amount of non-current assets is classified as held for sale when it is expected to be recovered primarily through a sale transaction rather than through continued use. The non-current assets complying with the classification must be available for immediate sale in the current state and the probability of the sale must be highly likely. When the appropriate level of the management commits to sell the plan asset and the sale is expected to be completed within one year from the date of classification, the probability of the sale is highly likely.

The classified held-for-sale non-current asset is measured at book amount or fair value net of the selling cost whichever is lower and stop the appropriate depreciation for such assets.

  • (13) Financial instrument

When the Consolidated Company has become a party to the instrument contract, the financial assets and financial liabilities are to be recognized in the consolidated balance sheet.

For the initial recognition of the financial assets and financial liabilities, if the financial assets or financial liabilities are not measured at fair value through profit or loss, it is measured at fair value plus transaction cost that is directly attributable to the acquisition or issuance of financial assets or financial liabilities. The transaction cost directly attributable to the acquisition or issuance of financial assets or financial liabilities that are measured at fair value through profit or loss is immediately recognized in the profit or loss.

1. Financial asset

The regular way of purchase or sale of financial assets are recognized and derecognized based on the accounting on the transaction date.

(1) Classification of measurement

The types of financial assets held by the Company are financial assets at fair value through profit or loss, financial assets at amortized cost, and investments in equity instruments at fair value through other comprehensive income.

  • 109 -

A. Financial assets at fair value through profit and loss

Financial assets at fair value through income statement included mandatory fair value through income statement. Financial instruments designated at fair value through income statements included the investment of equity instruments not designated at fair value through other comprehensive income and those not conforming to the standard of debt instruments on the basis of cost after amortization or at fair value through other comprehensive income.

The financial assets measured at fair value though profit or loss is measured at fair value; also, the profit or loss of revaluation (including any dividend or interest arising from the financial asset) is recognized in the profit and loss. Fair value is determined in the manner described in Note 28.

  • B. Financial assets based on cost after amortization

If the financial assets of the Company met both of the following conditions, classify as financial assets on the basis of cost after amortization:

  • a. Financial assets held under particular mode of operation and the purpose of holding is for the collection of cash flow from contracts; and

  • b. Cash flow generated on particular dates deriving from the contacts and the cash flow is wholly for the payment of principal and interest accrued from the outstanding amount of the principal.

Financial assets on the basis of cost after amortization (including cash and cash equivalents and accounts receivable on the basis of cost after amortization) shall be determined for the total book value under the effective interest rate method after the initial recognition net of the cost of any impairment after amortization for measurement. Any exchange gains or loss will be recognized as income.

Interest income will be the product of effective interest rate and total book value of financial assets except under the following two conditions:

  • a. The interest income of financial assets procured or initiated under credit impairment will be the product of the effective interest rate after credit adjustment and the cost of financial assets after amortization.

  • b. Financial asset that has subsequently become credit-impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of the financial asset.

  • 110 -

Cash equivalents include time deposits that are highly liquid, readily convertible into fixed amount of cash with minimal risk of changes in value within 3 months from the acquisition date and are used to meet short-term cash commitments.

  • C. Investment of equity instruments at fair value through other comprehensive income

The Company may make an irrevocable choice at the time of initial recognition for designating the investment of equity instruments not available-for-sale and not recognized by the acquirer under business merger and acquisition or with consideration at fair value through other comprehensive income for measurement.

The investment of equity instruments at fair value through other comprehensive income is measured at fair value. Subsequent changes in fair value will be recognized as other comprehensive income and accumulated into other equity. In the disposal of assets, accumulated gains or loss shall be directly transferred to retained earnings without classification as income.

The dividend of the investment of equity instruments at fair value through other comprehensive income shall be recognized as income when the right of the Company in the collection of dividends is ascertained, unless the dividend is obviously representing the recovery of the cost of investment in part.

(2) Impairment of financial assets

The Company assesses financial assets (including accounts receivable) measured at amortized cost at each balance sheet date based on expected credit losses.

Allowance for loss is recognized for accounts receivable based on the expected credit loss over their life. Other financial assets shall be evaluated for any significant increase of risk from the day of initial recognition. If none is found, recognize for provision for anticipated credit loss along a period of 12 months. If it is, recognize for provision of anticipated credit risk within the perpetuity of the assets.

Anticipated credit loss is the weighted average loss of credit on the basis of the weight of the risk of default. Anticipated credit loss in a period of 12 months means the expected loss of credit from the financial instruments within 12 months due to default. Anticipated credit loss with the perpetuity of the financial instruments means the expected loss of credit from the financial instruments within the perpetuity of these financial instruments.

  • 111 -

All impairment of financial assets is recognized through the reduction of the book value of the provisioned account. However, the provision for loss of investment of debt instruments at fair value through comprehensive income shall be recognized as other comprehensive income without the reduction of its book value.

(3) The derecognition of financial assets

The Company’s financial assets are derecognized only when the contractual rights from the cash flows of a financial asset becomes invalid, or when the financial assets are transferred and almost all the risks and rewards of the asset ownership have been transferred to other enterprises.

When a particular entry of financial assets measured at amortized cost is removed, the difference between its book value and consideration shall be recognized as income. When investments in debt instruments measured at fair value through other comprehensive income are derecognized as a whole, the difference between the carrying amount and the sum of the consideration received plus any cumulative gain or loss recognized in other comprehensive income is recognized in profit or loss. When particular equity instruments measured at fair value through comprehensive income are entirely derecognized, the accumulated gains of loss shall be directly transferred to retained earnings without being classified as profit or loss.

2. Equity instrument

The debt and equity instruments issued by the Company are classified as financial liabilities or equity pursuant to the contractual agreements and the definition of financial liabilities and equity instruments.

An equity instrument issued by the Company is recognized for an amount after deducting the direct issuing cost from the proceeds collected.

The Company’s equity retrieved is debited or credited to the equity. The Company’s equity purchased, sold, issued, or cancelled is not recognized in the profit or loss.

  1. Financial liability

  2. (1) Subsequent measurement

All financial liabilities are evaluated at the amortized cost using the effective interest method.

  • (2) Derecognition of financial liabilities

When derecognizing financial liabilities, the difference between the book amount and the consideration paid (including any transferred noncash assets or assumed liabilities) is recognized as profit or loss.

  • 112 -

(14) Liability reserve

The recognized liability reserve amount is with the risk and uncertainty of the obligation considered, and it is the optimum estimate of the expenditure required to settle the obligations on the balance sheet date. Provision for liabilities shall be measured based on the discount value of the estimated cash flow for the settlement of obligation.

Warranty

Product warranties and warranties that promise to customers that the delivered product is as specified in the contract and will work as specified in the contract, shall be measured based on management’s best estimate on the cost to settle the consolidated company’s obligation, and such warranties shall be recognized upon recognition of revenue from the corresponding products.

  • (15) Recognition of revenue

The consolidated company, after identifying the performance obligations, had the transaction price amortized to each performance obligation and recognized as income when the performance obligations were fulfilled.

  1. Commodity sales revenue

Revenue from merchandise sales is derived from sales of electronics, electrochemicals, telecommunications, electrical materials, information products. The Consolidated Company recognizes revenue and accounts receivable at the point of delivery of products and audio products to the customer’s designated location, at the time of shipment or at the time of pickup by the customer, when the customer has the right to set the price and use the products and has the primary responsibility for reselling the products and bears the risk of obsolescence of the products.

  1. Labor revenue

Labor service income is recognized at the time the service is provided.

Revenues yielded by the labor services rendered in accordance with the contract were recognized based on the progress degrees set forth under the contract. The progress degrees set forth under the contract were determined in the following manners:

  • (1) Revenue from freight transportation is recognized when the trip is completed and the cargo is delivered to its destination.

  • (2) Rental income from warehousing is recognized on an accrual basis over the period in which the services are rendered.

  • Licensing revenues

Royalty received is determined based on the actual sales volume for trademark licensing transaction.

  • (16) Leases

The Company assesses whether or not the arrangement is (or includes) a lease arrangement on the agreement date

  1. The Company is the lessor.

  2. 113 -

When the lease term is to have all risks and returns attached to the ownership of assets transferred to the lessee, it is classified as a financing lease. All other leases are classified as operating leases.

Lease payments for operating leases upon deduction of lease incentives are recognized as income on a straight-line basis in relevant lease periods. Initial direct costs generated in the acquisition of operating leases are added to the underlying asset carrying amount and recognized as expenses on a straightline basis in lease periods.

  1. The Company is the lessee.

Except for recognizing low-value asset leases applying to exemption and lease payments for short-term leases being recognized as an expense on a straight-line basis over the lease term, other leases will be recognized as rightof-use assets and lease liabilities at the lease commencement date.

The right-of-use asset is measured at cost (including the amount equal to the lease liability at its initial recognition, lease payments made before the commencement of the lease less any lease incentives received, any initial direct costs incurred by the lessee, and an estimate of costs to be incurred by restoring the underlying asset to the condition required) less any depreciation and any accumulated impairment losses. Additionally, the cost is subsequently adjusted for any remeasurement of the lease liability.

Right-of-use assets are depreciated on a straight-line basis over the period from the commencement date of the lease to expiration of its useful life or expiration of the lease term, whichever date is earlier.

Lease liabilities are measured at the present value of the lease payments (including fixed payments). If the implied interest rate of the lease is easily determined, the lease payments will be discounted to their present value using that interest rate. If such interest rate is not easily determined, the incremental borrowing rate will be used.

Subsequently, the lease liabilities are measured at amortized cost using the effective interest method, and the interest expenses are amortized over the lease term. If changes in indices or rates utilized to determine lease payments lead to changes in future lease payments, the Company should remeasure lease liabilities and adjust right-of-use assets correspondingly. However, if right-ofuse asset carrying amounts have already dropped to zero, remaining remeasurement amounts are recognized as profit or loss. Lease liabilities are presented separately in the balance sheet.

(17) Borrowing costs

Borrowing costs directly belonging to acquiring, building or producing assets that meet the requirements are part of the costs of such assets until the completion of all necessary activities that the assets reaching the status of expected use or sale.

In addition to the transaction stated in the preceding paragraph, all other loan costs are recognized as profit and loss upon occurring.

  • 114 -

(18) Employee welfare

  1. Short-term employee benefits

Liabilities relating to short-term employee benefits are measured by the non-discounted amount of the expected payment in exchange for employee services.

2. Post-employment benefits

Under the defined contribution pension plan, the pension amount appropriated during the service years of the employees is recognized as an expense.

The determined cost of benefit for defined benefit retirement plan (including the cost of service, net interest, and reevaluation) is based on the actuary of projected unit method. The net interests of the service cost (including the service cost for the current period) and net defined benefit liability (asset) are recognized as employee benefit expenses when they occur. The value of second measurement (including the profits and loss under actuary and the return on assets of the plan net or interest) shall be recognized as other comprehensive incomes and as retained earnings, if realized. No reclassification as profits and loss in subsequent periods.

Net defined benefit liability (asset) is the appropriation deficit (surplus) of the defined benefit pension plan. Net defined benefit asset shall not exceed the refund of the appropriated fund or decrease the present value of appropriation of fund in the future.

3. Termination benefits

Consolidated company has resignation benefit liability recognized when the resignation benefit contract cannot be revoked or when recognizing the related reorganization cost (whichever is sooner).

  • (19) Share-based payment arrangement

- Equity Settled Share based Payment Agreement to Employees

For equity-settled share-based payment agreement, expenses are recognized on a straight-line basis over the vesting period based on the fair value of the equity instruments at the date of grant and the best estimate of the number of shares expected to be vested, with a simultaneous adjustment to capital surplus – employee stock options. If gain is realized as of the day of transfer, recognize as expenses in full amount as of the transfer day.

The Consolidated Company revises the estimated number of equity instruments expected to be vested at each balance sheet date. If the original estimate is revised, the effect is recognized in profit or loss so that the accrued expenses reflect the revised estimate, with a corresponding adjustment to capital surplus – employee stock options.

  • 115 -

(20) Income tax

Income tax expense is the sum of the current income tax and deferred income

tax.

1. Income tax expenses in the current period

The Consolidated Company determines income (loss) for the period in accordance with the regulations enacted by the income tax reporting jurisdictions and calculates income tax payable (recoverable) accordingly.

Additional income tax on unappropriated earnings is calculated in accordance with the provisions of the Income Tax Act of the Republic of China, to be recognized in the year of the shareholder resolution meeting.

The adjustment to prior period income tax payable is booked as current income tax.

2. Deferred tax

Deferred tax is computed in accordance with the temporary differences between the book value of assets and liabilities and the tax bases of taxable income.

Deferred tax liabilities are generally recognized in accordance with all taxable temporary differences. Deferred tax assets are recognized when there are likely to have taxable income available for deductible temporary difference or loss credit.

All taxable provisional differences relevant to the investment in subsidiaries and affiliates were recognized as deferred income tax liabilities, except an event while the Consolidated Company’ could control the time point of recovery of the control over the provisional difference or while the said provisional difference would be very likely not recoverable in the foreseeable future. The deductible temporary differences related to such investments are recognized as deferred income tax assets when there is likely a sufficient taxable income available for realizing a temporary difference and within the expected reverse in the foreseeable future.

The book amount of deferred income tax asset must be reviewed at each balance sheet date. The book amount of those that no longer have any sufficient taxable income to recover all or part of the asset, should be adjusted down. Those that are not originally recognized as deferred income tax assets should also be reexamined at each balance sheet date. The book amount of those that are likely to generate taxable income in the future for the recovery of all or part of its assets should be adjusted up.

Deferred income tax assets and liabilities are measured in accordance with the expected liability liquidation or the tax rate in the period when the asset is realized. The tax rate is based on the tax rate and tax laws that are legislated or substantively legislated at the balance sheet date. The measurement of deferred income tax liabilities and assets reflects the tax consequence resulted from the book value of the assets or liabilities expected to be recovered or liquidated on the balance sheet date.

  1. Current and deferred income tax for the year

  2. 116 -

Current and deferred income taxes are recognized in the profit or loss, except for the current and deferred income taxes related to the items recognized in other comprehensive profit or loss or directly included in the equity are recognized in the other comprehensive profit or loss or directly included in the equity.

5. Main source of significant accounting judgment, estimates and assumptions uncertainty

When adopting accounting policy, the management of the Company shall make related judgments, estimations, and assumptions for information that cannot be easily retrieved from other sources based on historical experiences and other relevant factors. Actual results may differ from the estimates.

The Company has taken the economic impact of the coronavirus pandemic into consideration for significant accounting estimates, and management will review the estimates and underlying assumptions on an ongoing basis. If the amendment affects only the current estimates, it is recognized in the current period. If the amendment of accounting estimates affects both current and future periods, it is recognized in the respective current and future periods.

6. Cash and cash equivalents

and future periods.
Cash and cash equivalents
Cash on hand and working capital
Bank checks and demand deposits
Cash equivalents (Investment with
the original maturity date within
three months)
Bank time deposit
Bonds under repurchase
agreement
December 31, 2020
$ 4,777
768,272
11,000

50,000
$ 834,049
December 31, 2019




$ 3,163
505,753
595,660
59,960
$ 1,164,536

The interest rate ranges for bank deposits and bonds with repurchase agreements as of the balance sheet date were as follows:

the balance sheet date were as follows:
Bank time deposit
Bonds under repurchase agreement
December 31, 2020
0.04%~0.41%
0.25%
December 31, 2019
0.09%~2.47%
2.25%~2.50%

7. Financial assets based on cost after amortization

Current
Domestic investment
Time deposit with the original
maturity date over three
months
Reserve account demand
deposit
December 31, 2020
$ 312,907

9,146
$ 322,053
December 31, 2019 December 31, 2019




$ 239,840
9,627
$ 249,467

(Continued on next page)

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(Continued from previous page)

Non-current
Domestic investment
Mortgaged time deposit
December 31, 2020
$ 27,000
December 31, 2019 December 31, 2019
$ 27,000
  • (1) As of December 31, 2020 and 2019, the interest rate ranges for time deposits with original maturities over 3 months were 0.52% to 0.72% and 2.55% to 2.75% per annum.

  • (2) As of December 31, 2020 and 2019, the interest rate range of pledged time deposits was 0.10% to 0.12% and 0.13% to 0.22% per annum, respectively.

  • (3) For information on pledges of financial assets measured at amortized cost, see Note 30.

  • Financial assets at fair value through other comprehensive profit or loss

Non-current
Investment of equity instruments at
fair value through other
comprehensive income
December 31, 2020
$ 425,208
December 31, 2019 December 31, 2019
$ 521,384
  • (1) Investment of equity instruments at fair value through other comprehensive income
Non-current
Domestic investment
Unlisted/OTC
Common stock of Nucom
International Corporation
Common stock of Chinese
Television System Inc.
Common stock of WK
ASSOCIATES LTD.
Common stock of Pushi
Venture Capital Co., Ltd.
Common stock of WK VIII
ASSOCIATES LTD.
Common stock of
MICROMAX
INTERNATIONAL CORP.
Common stock of A-KIN
ALLIANCE LOGISTICS
CO., LTD.
Subtotal
December 31, 2020
$ 36,730
103,392
4,671
7,084
4,352
12,471

1,151
169,851
December 31, 2019 December 31, 2019






$ 35,537
122,219
7,123
10,258
5,878
12,234
1,174
194,423

(Continued on next page)

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(Continued from previous page)

Foreign investment
Unlisted stocks
Common stock of GRACE
THW HOLDING
Subtotal
December 31, 2020
$ 255,357
255,357
$ 425,208
December 31, 2019 December 31, 2019




$ 326,961
326,961
$ 521,384

The consolidated company invested in the aforementioned common shares of companies in line with its long-term investment strategic objective with the anticipation of return from long-term investment. The management of the consolidated company holds that the short-term fluctuation in the fair value of these investments shall be recognized as income or loss and is not congruent with the aforementioned long-term investment plan, therefore they chose to designate these investments as financial assets at fair value through other comprehensive income.

9. Notes receivable, accounts receivable, and other accounts receivable

Notes receivable
Measured on the basis of cost after
amortization
Total carrying amount – non-
related parties
Total carrying amount – related
parties
Less: Allowance for losses
Trade receivable
Measured on the basis of cost after
amortization
Total carrying amount – non-
related parties
Total carrying amount – related
parties
Less: Allowance for losses
Other receivables
Other receivables – non-related
parties
Other receivables – related parties
Less: Allowance for losses
Overdue receivables(Note 16)
Overdue receivables
Less: Allowance for losses
December 31, 2020
$ 117,529
-
(
4,114)
$ 113,415
$ 498,301
5,437
(
44,230)
$ 459,508
$ 13,853
1
(
485)
$ 13,369
$ 32,713
(
30,137)
$ 2,576
December 31, 2019 December 31, 2019

(


(


(


(

(


(


(


(
$ 111,820
4

3,914)
$ 107,910
$ 543,520
989

40,748)
$ 503,761
$ 14,835
27

441)
$ 14,421
$ 32,812

30,236)
$ 2,576

The average credit period for product sales ranges from 30 to 120 days, and no interest is charged on accounts receivable.

  • 119 -

The Consolidated Company will recognize the lifetime expected credit losses as loss allowance for accounts receivable. The full lifetime expected credit losses are calculated using Provision Matrix, which considers the historical default records and current financial status, industry economic conditions, as well as GDP forecast and industry outlook. Due to the historical experience of credit losses of the consolidated companies, there is no significant difference in the loss patterns of different customer groups. Therefore, the provision matrix does not further distinguish the customer base, and only sets the expected credit loss rate based on the overdue days of receivables.

If there is evidence that the counterparty is facing serious financial difficulties and the consolidated company cannot reasonably expect the recoverable amount back, the consolidated company will directly write off the relevant accounts receivable, but will continue its recourses, and the amount recovered will be recognized in profit or loss.

Consolidated companies measure loss allowance of receivables based on provision matrix as follows:

December 31, 2020


Total book value

Allowance for loss
(expected credit
loss of the given
duration)

Amortized cost
Not overdue Not overdue Overdue 1 to
30 days
Overdue 1 to
30 days
Overdue 31
to 60 days
Overdue 61
to 90 days
Overdue over
90 days
$ 32,713

(
30,137)

$ 2,576
The
counterparty
has signs of
default
The
counterparty
has signs of
default
Total

(
$ 596,529


26,656)

$ 569,873

(
$ 14,155


2,783)

$ 11,372

(
$ 6,715


2,478)

$ 4,237

(
$ 1,742


932)

$ 810

(

(
$ 15,980


15,980)
$ -

(
$ 667,834

78,966)
$ 588,868

December 31, 2019


Total book value

Allowance for loss
(expected credit
loss of the given
duration)

Amortized cost
Not overdue Not overdue Overdue 1 to
30 days
Overdue 1 to
30 days
Overdue 31
to 60 days
Overdue 61
to 90 days
Overdue over
90 days
$ 32,437

(
29,861)

$ 2,576
The
counterparty
has signs of
default
The
counterparty
has signs of
default
Total

(
$ 622,865


27,342)

$ 595,523

(
$ 30,147


1,378)

$ 28,769

(
$ 2,179


534)

$ 1,645

(
$ 399


244)

$ 155

(

(
$ 15,980


15,980)
$ -

(
$ 704,007

75,339)
$ 628,668

The expected credit loss rate for each of the above-mentioned ranges is less than 50% for those who are not overdue and those who are less than 60 days overdue, and 50% to 100% for those who are more than 60 days overdue.

Loss allowance of receivables as follows:

Beginning retained earnings
Add: Recovery of bad debts written off
Add: Impairment loss appropriated in
current period
Less: Reversal of impairment loss in the
period
Written-off of the year
Foreign currency translation differences
Balance, ending
2020
$ 75,339
1,582
1,803
-
-
242
$ 78,966
2019
$ 78,604
389
-
(
3,025 )
(
6 )
(
623)
$ 75,339


  • 120 -

10. Inventory

Inventory
Finished good
Work in progress
Material
Merchandise
Inventory in-transit
Land under construction
December 31, 2020
$ 415,411
101,696
250,946
610,765
2,516

-
$ 1,381,334
December 31, 2019




$ 371,020
68,008
235,484
563,621
4,071
53,401
$ 1,295,605

Cost of goods sold related to inventories amounted to $5,374,635 thousand and $5,204,174 thousand for 2020 and 2019, respectively. Cost of goods sold included gains of $8,273 thousand and $673 thousand, respectively, on reversal of decline in value of inventories

As of December 31, 2020 and 2019, the allowance for decline in value of inventories and allowance for slow moving amounted to $63,718 thousand and $71,957 thousand, respectively.

The breakdown of land under construction is as follows.

Construction site
Lilin Section, Linkou
District
Construction site
Lilin Section, Linkou
District
December 31, 2020 December 31, 2020
Prepayment for
superficies
Construction
cost
$ -
$ -
December 31, 2019
Total
$ -
Prepayment for
superficies
$ -
Construction
cost
$ 53,401
Total
$ 53,401

In order to assist SAMPO CORPORATION in the revitalization of the Group’s assets, SAMPO HOME INC. acquired superficies from SAMPO CORPORATION in the amount of $108,408 thousand in Q2 2015.

The superficies were signed by SAMPO CORPORATION with the North District Office of the National Property Administration of the Ministry of Finance on October 19, 2014. The two parties agreed several superficies located in the Lilin Section of Linkou District, New Taipei City, to be assigned to the Company, and the duration was from October 19, 2014 to October 18, 2084, a total of 70 years.

SAMPO HOME INC. completed the constructions of buildings in the Lilin section of Linkou District in 2020 and 2019, and the management assessed that the purpose was to earn rental. Therefore, after the completion of the constructions, they were transferred from inventories to investment properties, which were $58,462 thousand and $347,360 thousand, respectively.

  • 121 -

11. Subsidiary

(1) Subsidiaries included in the consolidated financial statements

The business entities of the consolidated financial statements are as follows:

Investor Subsidiary name Nature of the
operation
December
31, 2020
December
31, 2019
Descript
ion
SAMPO
CORPORATION






New Swell
International

QUANBAO
INVESTMENT



AMIGO LOGISTICS
CORPORATION


SAMPO HOME INC.
New Swell International Investment Co.,
Ltd. (New Swell International)

QUANBAO INVESTMENT CO., LTD.
(QUANBAO INVESTMENT)

Debao Home Appliance Co., Ltd
(Sampo Home Appliance)

AMIGO LOGISTICS CORPORATION
(AMIGO LOGISTICS)

SAMPO HOME INC. (SAMPO HOME)
SAMPO JAPAN INC.

DONGGUAN SAMPO
ELECTRONICS CO., LTD.
(DONGGUAN SAMPO)

AMIGO LOGISTICS CORPORATION
NELONG ENTERPRISE
CORPORATION LTD. (NELONG
Company)

SAMPO INTERNATIONAL FOOD
SERVICE CO., LTD. (SAMPO
FOOD SERVICE)

NISSIN GLOBAL LOGISTICS
(TAIWAN) CO., LTD. (NISSIN
GLOBAL LOGISTICS)

AMIGO HOME LIFE CO., LTD.
(AMIGO HOME)

SAMPO ASSET MANAGEMENT CO.,
LTD. (SAMPO ASSET
MANAGEMENT)
General Investments
General Investments
Manufacturing of
plastic products for
home appliances
and industrial use
Warehousing and
transportation
Real estate trading,
leasing
Marketing and
Promotion
Manufacturing and
sale of electrics
and electrons
equipment
Warehousing and
transportation
Manufacturing and
sale of electrics
and electrons
equipment
Food & Beverage
Warehousing and
transportation
Product installation
and wholesale of
electrics and
electronic
materials
Real estate trading,
leasing

100

100
100
49
100
100
70
24
61
100
51
100
100
100
100
100
49
100
100
70
24
61
100
51
100
100
-
-
-
-
-
-
-
-
-
-
(1)
-
-

Description

  • (1) In March 2019, the board of directors of NISSIN Company resolved to refund $3,100 thousand of share prices in cash in proportion to shareholding for capital reduction. In April 2019, the Board of Directors of NISSIN Company resolved to increase capital by $24,500 thousand and renamed the firm as NISSIN GLOBAL LOGISTICS (TAIWAN) CO., LTD. Since AMIGO LOGISTICS CORPORATION did not subscribe in accordance with the original shareholding percentage, AMIGO LOGISTICS CORPORATION’s shareholding was reduced to 51% after the capital increase.

12. Investment under the equity method

Investment under the equity method
Investments in Affiliates
(1)
Investments in Affiliates
A major affiliated company
RECHI PRECISION
CO.,LTD.
December 31, 2020
$ 2,843,169
December 31, 2020
$ 2,843,169
December 31, 2019
$ 2,584,292
December 31, 2019
$ 2,584,292
  • 122 -

Affiliates of significance

Company name December 31, 2020 December 31, 2019 Listed company RECHI PRECISION CO.,LTD. 28% 28%

For information on the business nature, principal place of business and country of registration of the aforementioned affiliated companies, please refer to Exhibit 4, “Information on Investees, Location, etc.”

Level 1 fair value information of affiliated companies with quoted prices in the open market is as follows.

open market is as follows.
Company name
RECHI PRECISION CO.,LTD.
December 31, 2020
$ 2,920,690
December 31, 2019
$ 3,198,677

The following summarized financial information is based on the consolidated financial report of all the affiliates in conformity with IFRSs and reflected the adjustments made due to the adoption of the equity method.

RECHI PRECISION CO.,LTD.

RECHI PRECISION CO.,LTD.
Current assets
non-current assets
Current liabilities
non-current liabilities
Equity
Non-controlling interests
The consolidated company’s
shareholding ratio
The equity attributed to the
consolidated company
Unrealized profits and losses in
upstream transactions
Goodwill
Other adjustments
Book value of investment
Operating income
Net profits of the current year
Other comprehensive income
Total comprehensive income
Dividends received from
RECHI PRECISION CO.,
LTD.
December 31, 2020
$ 20,343,375
9,083,696
( 13,601,152 )
(
5,546,112)
10,279,807
(
1,441,564)
$ 8,838,243
28%
$ 2,446,349
(
31 )
402,671
(
5,820)
$ 2,843,169
2020
$ 19,338,213
$ 722,644

471,130
$ 1,193,774
$ 69,831
December 31, 2019
$ 17,304,310
9,383,670
( 10,982,594 )
(
6,253,485)
9,451,901
(
1,526,062)
$ 7,925,839
28%
$ 2,187,459
(
18 )
402,671
(
5,820)
$ 2,584,292
2019






(

$ 20,193,662
$ 649,166
450,600)
$ 198,566
$ 167,251
  • 123 -

For information on the business nature, principal place of business and country of registration of the aforementioned affiliated companies, please refer to Exhibit 4, “Information on Investees, Location, etc.”

13. Property, Plant and Equipment

Cost
Balance as of January 1, 2020
Additions
Disposal

Reclassification
Net exchange differences

Balance as of December 31,
2020

Accumulated depreciation
and impairment
Balance as of January 1, 2020
Disposal
depreciation expense
Reclassification
Net exchange differences

Balance as of December 31,
2020
Net as of December 31, 2020
Cost
Balance as of January 1, 2019
Additions
Disposal
Reclassification
Net exchange differences

Balance as of December 31,
2019

Accumulated depreciation
and impairment
Balance as of January 1, 2019
Disposal
depreciation expense
Reclassification
Net exchange differences

Balance as of December 31,
2019
Net as of December 31, 2019
Proprietary
land
Building Machinery and
equipment
Mold
equipment
Transportation
equipment
Leasehold
improvement
Construction
inprogress
Other
equipment
Total














$ 3,761,933

36,536
(
287,519 )
27,443

-

$ 3,538,393

$ 32,518

-

-
-

-

$ 32,518

$ 3,505,875

$ 3,761,933

-
-
-

-

$ 3,761,933

$ 32,518

-
-
-

-

$ 32,518

$ 3,729,415





(









$ 1,331,165

2,318
(
266,803 )
-

-

$ 1,066,680

$ 908,489


192,175 )
31,730
704

-

$ 748,748

$ 317,932

$ 1,284,998

11,280
-
34,887

-

$ 1,331,165

$ 875,553

-
32,643
293

-

$ 908,489

$ 422,676





(














$ 369,385

782
(
199 )
-

76

$ 370,044

$ 343,318


199 )
9,422

-

25

$ 352,566

$ 17,478

$ 365,558

4,043

-

-
(
216)

$ 369,385

$ 333,470


-
9,934

-
(
86)

$ 343,318

$ 26,067





(











$ 422,538

25,268
(
10,948 )
-

-

$ 436,858

$ 376,806


170 )
25,511
-

-

$ 402,147

$ 34,711

$ 400,152

24,503
(
2,117 )
-

-

$ 422,538

$ 346,308


-

30,498
-

-

$ 376,806

$ 45,732





(








(


$ 123,671

14,160
(
1,481 )
-

18

$ 136,368

$ 69,545


1,350 )
12,338
-

8

$ 80,541

$ 55,827

$ 120,717

4,601
(
1,608 )
-
(
39)

$ 123,671

$ 58,918


1,608 )
12,254
-
(
19)

$ 69,545

$ 54,126

















$ 38,707

2,030

-
-


1

$ 40,738

$ 18,886


-
5,118
-
(
1)

$ 24,003

$ 16,735

$ 18,124

17,596

-
2,990
(
3)

$ 38,707

$ 17,486


-
1,400
-

-

$ 18,886

$ 19,821

















$ 442,633

488,029
-

(
27,699 )

-

$ 902,963

$ -


-

-
-

-

$ -

$ 902,963

$ 103,127

339,506

-
-

-

$ 442,633

$ -


-
-
-

-

$ -

$ 442,633






(









(



$ 381,981

9,899
(
20,532 )

256

18

$ 371,622

$ 348,837


19,952 )
11,020
-

6

$ 339,911

$ 31,711

$ 373,754

14,917
(
6,644 )

-
(
46)

$ 381,981

$ 344,411


6,637 )
11,084

-
(
21)

$ 348,837

$ 33,144





(









(



$ 6,872,013
579,022
(
587,482 )
-

113
$ 6,863,666
$ 2,098,399

213,846 )
95,139
704

38
$ 1,980,434
$ 4,883,232
$6,428,363
416,446
(
10,369 )

37,877
(
304)
$ 6,872,013
$ 2,008,664

8,245 )
97,813

293
(
126)
$ 2,098,399
$ 4,773,614

Depreciation expenses is appropriated in accordance with the straight-line method and the years of useful life illustrated below:

reciation expenses is appropriated in accordance with the
of useful life illustrated below:
straight-line method
Building 2–60 years
Main structure 60 years
Mechanical and electrical power equipment 15 years
Engineering System 4 years
Others 2–10 years
Machinery and equipment 3–15 years
Transportation equipment 2–7 years
Mold equipment 2–3 years
Leasehold improvement 2–6 years
Other equipment 2–20 years

There was no indication of impairment of the above listed property, plant and equipment as assessed by the management in 2020 and 2019.

For the amount of property, plant and equipment pledged as collateral for loans, please refer to Note 30.

Please refer to Note 14 for a description of the sale and leaseback of land and buildings in 2020.

  • 124 -

14. Lease agreement

(1) right-of-use asset

agreement
right-of-use asset
Carrying amount of right-of-
use assets
Land
Building
Transportation equipment
Addition of right-of-use assets
Depreciation expense of right-
of-use assets
Land
Building
Transportation equipment
lease liabilities
Carrying amount of lease
liabilities
Current
Non-current
December 31, 2020
$ 30,109
214,633

5,732
$ 250,474
2020
$ 70,982
$ 472
70,999

3,539
$ 75,010
2020
$ 111,325
$ 182,223
December 31, 2019






$ 30,884
215,715
10,988
$ 257,587
2019






$ 134,481
$ 476
37,499
3,663
$ 41,638
2019


$ 58,215
$ 202,292

(2) lease liabilities

The range of discount rates for lease liabilities is as follows:

Land
Building
Transportation equipment
2020
1.50%
1.50%
1.50%
2019
1.50%
1.50%
1.50%

(3) Important lease activities and terms

The Consolidated Company signed two contracts of superficies to 2 pieces of state-owned land, including land numbers 107 and 108, Lilin Section, Linkou District, New Taipei City, with the North District Office of the National Property Administration of the Ministry of Finance in August 2014. The contract duration is 70 years and the total royalties of $108,408 thousand was paid in full when the lease was signed. In addition to the aforementioned royalties, a monthly land rental calculated based on 3.5% of the announced land price must be paid.

  • 125 -

The Consolidated Company leases certain buildings for plant and office use for a period of 2 to 6 years. Upon termination of the lease term, the Consolidated Company has no preferential right to acquire the leased building and the Consolidated Company shall not sublease or transfer all or part of the subject of the lease without the consent of the lessor.

In order to activate assets, SAMPO CORPORATION sold the land and aboveground buildings in the Dinghu Section of Guishan District, Taoyuan City to a nonrelated party, Genyi Construction Co., Ltd. in July 2020, for a total of $1,781,470 thousand after deducting business tax and intermediary commissions and other related expenses. Subsequently, due to the time required to vacate the original plant, it was leased back for a period of one year and three months. The leaseback transaction resulted in a right-to-use asset of $11,994 thousand and a lease liability of $59,403 thousand. Therefore, the transferred gain on disposal of land and aboveground buildings was $1,371,913 thousand, which was recorded under “Gain on disposal of property, plant and equipment.”

(4) Other lease information

Other lease information
Short-term lease expense
Total cash (outflow) of leases
2020
$ 48,281
$ 130,475)
2019

(

(
$ 96,306
$ 134,919)

The Consolidated Company has elected to apply the recognition exemption to building leases that qualify as short-term leases and does not recognize the related right-of-use assets and lease liabilities for such leases.

15. Investment Property

Investment Property
Cost
Balance as of January 1, 2020

From Inventory
Reclassification

Balance as of December 31,
2020
Accumulated depreciation and
impairment
Balance as of January 1, 2020

depreciation expense
Reclassification

Balance as of December 31,
2020
Net as of December 31, 2020
Land
$ 96,723

-
-

$ 96,723
$ 620

1,668

180)

$ 2,108
$ 94,615
Building
$ 212,760

58,462
-

$ 271,222
$ 1,807

4,863

524)

$ 6,146
$ 265,076
Total




(





(





(

$ 309,483
58,462
-
$ 367,945
$ 2,427
6,531

704)
$ 8,254
$ 359,691

(Continued on next page)

  • 126 -

(Continued from previous page)

Cost
Balance as of January 1, 2019

From Inventory

Reclassification

Balance as of December 31,
2019
Accumulated depreciation and
impairment
Balance as of January 1, 2019

depreciation expense
Reclassification

Balance as of December 31,
2019
Net as of December 31, 2019
Land
$ -

108,408


11,685)

$ 96,723
$ -

695

75)

$ 620
$ 96,103
Building
$ -

238,952


26,192)

$ 212,760
$ -

2,025

218)

$ 1,807
$ 210,953
Total


(


(



(


(



(


(

$ -
347,360

37,877)
$ 309,483
$ -
2,720

293)
$ 2,427
$ 307,056

The Consolidated Company completed the constructions of buildings in the Lilin section of Linkou District in 2020 and 2019, and the management assessed that the purpose was to earn rental. Therefore, after the completions of the constructions, they were transferred from inventories to investment properties, which were $58,462 thousand and $347,360 thousand, respectively.

The amortized depreciation in on the straight-line basis for its investment in real

estate at 65-year useful life.

The fair values of $579,788 thousand and $603,946 thousand as of December 31, 2020 and 2019, respectively, have not been evaluated by an independent appraiser and are only measured by the Company’s management using Level 3 input values using valuation models commonly used by market participants. Since there was no significant change in real estate transaction prices in the region in 2020 and 2019, the evaluation was made with reference to market evidence of similar real estate transaction prices.

16. Other assets

reference to market evidence of similar real
Other assets
estate transaction prices.
Current
Prepayment for purchase
Prepaid rent
Tax credit
Prepaid expenses and others
Non-current
Overdue receivables (Note 9)
Prepaid expenses and others
December 31, 2020
$ 290,964
6,721
38,591
87,917
$ 424,193
$ 2,576
15,618
$ 18,194
December 31, 2019












$ 132,724
8,665
40,651
107,448
$ 289,488
$ 2,576
16,347
$ 18,923
  • 127 -

17. Loans

  • (1) Short-term borrowings
s
Short-term borrowings
Unsecured loans
Credit loan
December 31, 2020
$ -
December 31, 2019
$ 60,000

The interest rate on bank loans for operating turnover was 1.043% in 2019.

  • (2) Short-term notes payable
Short-term notes payable
Commercial papers payable
Less: Discount of short-term
notes and bills payable
December 31, 2020
$ -

-
$ -
December 31, 2019



(
$ 490,000

215)
$ 489,785

The short-term bills payable but not yet due were enumerated below:

December 31, 2020: None

December 31, 2020:None
December 31, 2019
Guarantee/underwriting
institutions
Commercial papers
payable (1)
International Bills
Finance Corporation

Mega Bills Finance Co.,
Ltd.
Mega Bills Finance Co.,
Ltd.

Face amount
$ 200,000

180,000

110,000

$ 490,000
Discounted
amount

( $ 115 )
(
49 )
(
51)

($ 215)
Carrying amount





$ 199,885

179,951
109,949
$ 489,785

The interest rate range of short-term bills payable for 2019 was 1.038% to 1.58%.

(3) Long-term borrowings

Bank of Taiwan

Bank of Taiwan
Loan Contents

Total amount of loans: NTD600,000 thousand
Nature of Borrowing: Medium and long-term
mortgage loans
Loan period:
2017.08.22–2022.07.20
Borrowing interest rate: 1.50%
Repayment method:
Each loan will be repaid in
one lump sum on the agreed
settlement date.

Total amount of loans: NTD400,000 thousand
Nature of Borrowing: Medium and long-term
mortgage loans
Loan period:
2019.11.25–2020.01.14
Borrowing interest rate: 1.06%
Repayment method:
Each loan will be repaid in
one lump sum on the agreed
settlement date.
December 31, 2020 December 31, 2019
$ 600,000
400,000
$ -

-

(Continued on next page)

  • 128 -

(Continued from previous page)

Loan Contents

Bank of Taiwan
Total amount of loans: NTD100,000 thousand
Nature of Borrowing: Medium and long-term
mortgage loans
Loan period:
2019.12.24–2020.02.04
Borrowing interest rate: 1.06%
Repayment method:
Each loan will be repaid in
one lump sum on the
agreed settlement date.

Bank of Taiwan
Total amount of loans: NTD600,000 thousand
Nature of Borrowing. Medium and long-term
mortgage loans
Loan period:
2020.06.01–2023.05.20
Borrowing interest rate: 1.15%
Repayment method:
Each loan will be repaid in
one lump sum on the
agreed settlement date.
KGI Bank
Total amount of loans: NTD300,000 thousand
Nature of Borrowing: Medium-term borrowings
Loan period:
2019.1.25–2022.01.25
Borrowing interest rate. 1.22%
Repayment method:
From 2021.01.25,
Repayment of 60 million
every 3 months for a total
of 5 installments.
KGI Bank
Total amount of loans: NTD300,000 thousand
Nature of Borrowing: Medium-term borrowings
Loan period:
2020.10.30–2023.10.30
Borrowing interest rate: 1.08656%
Repayment method:
From 2022.10.30,
Repayment of 60 million
every 3 months for a total
of 5 installments.
Hua Nan Bank
Total amount of loans: NTD150,000 thousand
Nature of Borrowing: Medium-term borrowings
Loan period:
2019.06.21–2021.06.21
Borrowing interest rate. 1.25%
Repayment method:
Each loan will be repaid in
one lump sum on the
agreed settlement date.
Chang Hwa Bank
Total amount of loans: NTD100,000 thousand
Nature of Borrowing: Medium-term borrowings
Loan period:
2017.07.04–2020.07.03
Borrowing interest rate: 1.40%
Repayment method:
From 2019.10.04,
repayment of 25 million
every 3 months for a total
of 4 installments.
Less: Amount due in one year

Long-term borrowings
December 31, 2020
$ -

600,000
-
300,000
-
-
900,000

-

$ 900,000
December 31, 2019 December 31, 2019



(
$ 100,000
-
300,000
-
150,000
75,000
1,625,000

575,000)
$ 1,050,000

The Consolidated Company provides property, plant and equipment to financial institutions as collaterals for long-term loans, please refer to Note 30 for details of the collaterals.

  • 129 -

18. Others

December 31, 2020 December 31, 2019

Current
Other payables
Salary and bonus payables

Pension benefits payable
Insurance payable
Advertising payable
Electronics disposal expenses
payable
Expenses payable


Others
Refund liability (Note 22)

Contract liability (Note 22)
Others

$ 324,544

9,314
12,037
21,782
20,303
140,831

$ 528,811

$ 303,658

29,969
16,180

$ 349,807
$ 250,820
9,025
11,824
19,049
14,675
139,649
$ 445,042
$ 303,424
49,182
6,572
$ 359,178

19. Liability reserve

Liability reserve
Current
Warranty (1)
Non-current
Warranty (1)
Reserve for compensation (2)
December 31, 2020
$ 72,845
$ 7,265

99,216
$ 106,481
December 31, 2019






$ 69,589
$ 7,174
99,216
$ 106,390
Balance as of January 1, 2020

Appropriated for the year

Balance as of December 31,
2020
Balance as of January 1, 2019

Reversal in current year

Balance as of December 31,
2019
Warranty
$ 76,763

3,347

$ 80,110

$ 79,958


3,195)

$ 76,763
Reserve for
compensation
$ 99,216


-

$ 99,216
$ 99,216


-

$ 99,216
Total




(









(
$ 175,979
3,347
$ 179,326
$ 179,174

3,195)
$ 175,979
  • (1) Warranty liabilities reserve is based on the sale of goods contract and it is the best estimated present value of the future economic outflow due to warranty liabilities estimated by the management of the consolidated company. The estimates are based on historical warranty experience and are subject to adjustment due to new raw materials, process changes or other events that affect product quality.

  • 130 -

(2) Please refer to Note 31(2) for the description of reserve for compensation.

  1. Post-employment benefit plans

  2. (1) Defined contribution plans

For the Company, DEBAO HOME APPLIANCE, AMIGO LOGISTICS, NISSIN GLOBAL LOGISTICS, AMIGO HOME, NELONG Company, SAMPO HOME INC., and SAMPO FOOD SERVICE within the consolidated entities, the pension system under the Labor Pension Act is a government-administered defined contribution pension plan, for which 6% of employees’ monthly salaries are contributed to the individual accounts in the Bureau of Labor Insurance.

  • (2) Defined benefit plan

For the Company, DEBAO HOME APPLIANCE, AMIGO LOGISTICS, the pension system under the Labor Standards Act is a government-administered defined benefit pension plan Pension payment is calculated in accordance with the years of service and the average salary six months prior to the authorized retirement date. These companies have pensions appropriated for an amount equivalent to 4%–15% of the total monthly salary and the fund is deposited in the account with the Bank of Taiwan in the name of the Labor Pension Reserve Committee. If the estimated balance of the special account before the end of the year is not enough to pay for the workers who are expected to meet the retirement requirements in the following year, the difference will be appropriated in one lump sum by the end of March of the following year. The special account has been commissioned to the Bureau of Labor Fund of the Ministry of Labor Affairs for management. The Consolidated Company exercises no influence on the right of the bureau in its investment management strategy.

The amount of defined benefit plan recognized in the consolidated balance sheet is shown below:

is shown below:
Present value of the defined
benefit obligations
The fair value of plan assets
Net defined benefit liability
December 31, 2020
$ 703,213
(299,736)
$ 403,477
December 31, 2019

(

(
$ 721,248
276,410)
$ 444,838

Change in net defined benefit liability is shown below

Balance as of January 1, 2019
servicing costs
Current service cost
Interest expenses (revenues)

Recognized in the profit or loss
Present value
of the defined
benefit
obligations
$ 716,713

6,077

7,989


14,066
The fair value
of plan assets
($ 253,268)


-
(
2,899)

(
2,899)
Net defined
benefit liability
Net defined
benefit liability


(

(
(



$ 463,445

6,077
5,090
11,167

(Continued on next page)

  • 131 -

(Continued from previous page)

Reevaluation
Planned ROE (except the
amount of net interest)

Actuarial (gains) losses –
Changes in Demographic
Assumptions
Actuarial (gains) losses –
Change in financial
assumptions
Actuarial gains – adjustment
through experience

Recognized in the other
comprehensive profit of loss

Employer appropriation

Benefits paid

Paid off

Balance as of December 31, 2019
servicing costs
Current service cost
Interest expenses (revenues)

Recognized in the profit or loss

Reevaluation
Planned ROE (except the
amount of net interest)
Actuarial (gains) losses –
Changes in Demographic
Assumptions
Actuarial (gains) losses –
Change in financial
assumptions
Actuarial gains – adjustment
through experience

Recognized in the other
comprehensive profit of
loss

Employer appropriation
Benefits paid

Balance as of December 31, 2020
Present value of
the defined
benefit
obligations
$ -
4,911
27,691

9,717


42,319

(
3,035)
(
44,936)
(
3,879)


721,248

5,399

5,410


10,809

-
285
17,597
(
738)


17,144

-
(
45,988)

$ 703,213
The fair value of
plan assets
( $ 7,763 )

-

-

-

(
7,763)

(
23,956 )

3,035

8,441

(
276,410)


-
(
2,163)

(
2,163)

(
8,714 )

-

-

-

(
8,714)

(
22,610 )

10,161

($ 299,736)
Net defined
benefit liability
( $ 7,763 )

4,911

27,691

9,717

34,556
(
26,991 )
(
41,901 )

4,562

444,838

5,399

3,247

8,646
(
8,714 )

285

17,597
(
738)

8,430
(
22,610 )
(
35,827)
$ 403,477

The pension fund system of the Consolidated Company contained in the consolidated financial statements is exposed to the following risks due to the “Labor Standards Act”:

  1. Investment risk: The Bureau of Labor Fund of the Ministry of Labor Affairs uses the labor pension fund for investment in domestic and foreign equity securities and debt securities, and as bank deposits through proprietary trade or commissioned third parties. However, the amount attributable to the planned asset of the consolidated company shall not fall below the interest rate offered

  2. 132 -

by the banks in the regions or countries of investment for 2-year time deposit as return.

  1. Interest rate risk: The decrease of the interest rate of government bonds and corporate bonds will cause the present value of the defined benefit obligations to go up; however, the return on the debt of the plan assets will go up too; therefore, they will mutually offset the impact on the net defined benefit liabilities.

  2. Salary risk: the calculation of the present value of defined benefit obligation is based on the salaries of the members in the plan of the future. As such, an increase of the salaries of the members of the plan is bound to increase the present value of defined benefit obligation.

The defined benefit obligation of the Consolidated Company contained in the consolidated financial statements is based on the actuarial calculation of the actuary and the major assumption as of the evaluation day is shown below:


Discount rate
The expected rate of increase in salaries
December 31, 2020
0.50%

2.00~2.50%
December 31, 2019
0.75%
2.00~2.50%

In case of reasonable and possible change in the major actuarial assumptions, and other assumptions remained unchanged, the amount of increase (decrease) in the present value of defined benefit obligation will be:


Discount rate
Increase by 0.25%
Decrease by 0.25%
The expected rate of increase in salaries
Increase by 0.25%
Decrease by 0.25%
December 31, 2020
($ 17,598)
$ 18,241

$ 17,586
($ 17,060)
December 31, 2019 December 31, 2019
(



(
(


(
$ 18,672)
$ 19,379
$ 18,727
$ 18,143)

Actuarial assumptions may be inter-related. The possibility of change in specific assumption is not high. The aforementioned sensitivity analysis may not be able to reflect the actual change in the present value of defined benefit obligation.


Amount projected for appropriation in
1 year
Average maturity of defined benefit
obligation
December 31, 2020
$ 21,980
10–11 years
December 31, 2019
$ 23,910
10–11 years
  1. Equity

  2. (1) Capital stock

Common share

Average maturity of defined benefit
obligation
y
Capital stock
Common share
10–11 years 10–11 years 10–11 years
Authorized number of shares
(thousand shares)
Authorized capital
Number of shares issued with
fully paid-in capital (thousand
shares)
Outstanding capital
December31,2020

1,500,000
$ 15,000,000

387,200
$ 3,872,000
December31,2019






1,500,000
$ 15,000,000
387,200
$ 3,872,000
  • 133 -

  • (2) Additional paid-in capital

Additional paid-in capital

For loss make-up, payment in cash or
capitalization as equity (1)
Treasury stock trade
Gain on disposal of assets
The differences between carrying amount
and market price of actual acquisition
or disposal of shares in subsidiaries.
Only for loss make-up
Changes in net equity in affiliated
companies and joint ventures
recognized under the equity method (2)
December 31, 2020
$ 34,376
50
2,090

135,183
$ 171,699
December 31, 2019




$ 14,824
50
2,069
134,431
$ 151,374
  1. Such additional paid-in capital can be used to make up for losses; also, when the Company is without any loss, it can be applied for cash distribution or capitalization. However, it is limited to a certain percentage of the annual paidin capital for the purpose of capitalization.

  2. Such additional paid-in capital is the equity trade effect recognized due to the changes in the subsidiary’s equity when the Company has not actually acquired or disposed the equity of the subsidiary, or the amount of adjustment to the additional paid-in capital of the subsidiary recognized under the equity method.

A reconciliation of the balances of various types of capital surplus for 2020 and 2019 is as follows

2019 is as follows
Balance as of January 1, 2020

Transfer of treasury shares to
employees
Changes in affiliates and joint
ventures recognized under the
equity method
Dividends distributed to the
subsidiaries adjusted to the
additional paid-in capital
The differences between carrying
amount and market price of
actual acquisition or disposal of
shares in subsidiaries.

Balance as of December 31, 2020
Balance as of January 1, 2019

Changes in affiliates and joint
ventures recognized under the
equity method
Dividends distributed to the
subsidiaries adjusted to the
additional paid-in capital
The differences between carrying
amount and market price of
actual acquisition or disposal of
shares in subsidiaries.

Balance as of December 31, 2019
Treasury stock
trade
Gain on disposal
ofassets
Changes in
affiliates and
joint ventures
recognized under
the equity
method
The differences
between carrying
amount and
market price of
actual acquisition
or disposal of
shares in
subsidiaries.
Total





$ 14,824

3,670
-
15,882
-

$ 34,376

$ -

-
14,824
-

$ 14,824





$ 50

-
-
-
-

$ 50

$ 50

-
-
-

$ 50





$ 134,431

-
752
-
-

$ 135,183

$ 130,748

3,683
-
-

$ 134,431




(
$ 2,069

-
-
-
21

$ 2,090

$ 2,135

-
-

66)

$ 2,069




(
$ 151,374
3,670
752
15,882
21
$ 171,699
$ 132,933
3,683
14,824

66)
$ 151,374
  • 134 -

(3) Retained earnings and Dividend Policy

According to the Articles of Incorporation, the policy for the distribution of earnings stated that if there is a surplus after account settlement of the fiscal year, SAMPO shall pay applicable taxes and cover loss carried forward, followed by the allocation of 10% of the remainder as legal reserve, and appropriate for special reserve or reverse special reserve. If there is still a balance, it will be pooled up with the undistributed earnings carried forward from previous years for distribution as shareholder dividend under a proposal prepared by the Board subject to the final approval of the General Meeting of Shareholders. See Note 23, “7. Remuneration to Employees and Directors” for SAMPO’s policy on the distribution of employee and director remuneration under the Articles of Incorporation.

SAMPO’s dividend policy is to distribute dividends to shareholders in cash or in stock, with cash dividends being no less than 10% of the total dividends, in accordance with current and future development plans and taking into account the investment environment, capital requirements and domestic and international competition, and the interests of shareholders.

Legal reserve shall be allocated up to the amount equivalent to the paid-in capital of the Company. Legal reserve could be allocated for covering loss carried forward. If there is no loss, the amount of legal reserve in excess of the paid-in capital by 25% could be allocated as capital stock and paid out as cash dividend.

SAMPO has special reserve appropriated and reversed in accordance with the Jin-Guan-Zhen-Fa-Zi No. 1010012865 Letter, Jin-Guan-Zhen-Fa-Zi No. 1010047490 Letter, Jin-Guan-Zhen-Fa-Zi No. 1030006415 Letter and “Appropriation of Special Reserve Q&A after the Adoption of International Financial Reporting Standards (IFRSs).”

At the shareholders’ meetings held on June 12, 2020 and June 19, 2019, SAMPO resolved to distribute the earnings for the years 2019 and 2018, respectively, as follows.

as follows.
Statutory reserves

Cash dividend
Distribution of retained
earnings

2019
2018
$ 73,896 $ 66,181
570,600 531,160
Dividend Per Share (NTD)
2019
$ 73,896
570,600
2019
$ -

1.5
2018
$ -

1.4

The Board of Directors proposed the following earnings distribution proposal for 2020 on March 24, 2021.

for 2020 on March 24, 2021.
Statutory reserves
Cash dividend
Distribution of
retained earnings
$ 178,645
955,750
Dividend Per Share
(NTD)
$ -
2.5

The earnings distribution proposal for 2020 is pending the resolution of the shareholders’ meeting scheduled to be held in June 2021.

  • 135 -

(4) Special reserves

Special reserves
Beginning retained earnings
Reversal of special reserve
Disposal of land
Disposal of non-current
assets held for sale
Disposition of subsidiaries
Balance, ending
2020
$ 1,688,706
(
95,918 )
-

-
$ 1,592,788
2019
$ 1,917,160
-
(
44,135 )
(
184,319)
$ 1,688,706

(5) Other equity

  1. Exchange differences from the translation of financial statements of foreign operations
operations
Balance, beginning of year
Generated in the year
Translation differences of
foreign operations
The shares of profit
and/or loss at equity
method over the
affiliates
Other comprehensive income
of the current year
Balance, end of year
2020
( $ 305,398 )
(
2,572 )

31,708

29,136
($ 276,262)
2019
( $ 258,372 )
51,378
(
98,404)
(
47,026)
($ 305,398)
  1. Unrealized gain on financial assets at fair value through other comprehensive profit or loss
profit or loss
2020 2019
Beginning retained earnings $ 134,923 ($ 66,138)
Accrued in current year
Unrealized gain or loss
Equity instrument (
96,170 )
159,073
The shares of profit and/or
loss at equity method
over the affiliates 94,843 5,717
Other comprehensive income of
the current year ( 1,327) 164,790
The accumulated gain/loss from
the disposition of equity
instruments will be
transferred to retained
earnings. - 36,271
Balance, end of year $ 133,596 $ 134,923
  • 136 -

(6) Non-controlling interests

Non-controlling interests
Beginning retained earnings
Net profits for the year
Other comprehensive income of the
current year
Exchange differences from the
translation of financial statements
of foreign operations
Unrealized gain or loss on financial
assets at fair value through other
comprehensive profit or loss
Remeasurement of defined benefit
plan
The differences between carrying amount
and market price of actual acquisition
or disposal of shares in subsidiaries.
Acquisition of non-controlling interests in
subsidiaries
Cash dividends paid by subsidiaries
Cash capital reduction by subsidiaries
Cash capital increase by subsidiaries
Balance, end of year
2020
$ 303,057
40,002
296

6 )
656

21 )

300 )

14,910 )
-
-
$ 328,774
2019

(
(
(
(


(
(
(
(
(

$ 276,706
33,899

858 )

17 )

1,190 )
66
-

16,845 )

13,204 )
24,500
$ 303,057

(7) Treasury shares

Unit: 1,000 shares/thousand

Cause
Number of shares as of
January 1, 2020
Decrease
Number of shares as of
December 31, 2020
Number of shares as of
January 1, 2019
Decrease
Number of shares as of
December 31, 2019
Amount as of January 1,
2020
Decrease in the period:
Stock transfer to
employees
Amount as of December 31,
2020
Amount as of January 1,
2019

Decrease in the period:
Stock transfer to
employees
Amount as of December 31,
2019
Stock transfer to
employees
7,800
(
1,000)

6,800
8,800
(
1,000)

7,800
$ 124,661
(
15,980)
$ 108,681

$ 140,641
(
15,980)
$ 124,661
Shares of parent
company held by
subsidiaries
10,432

-

10,432
10,432

-

10,432
$ 484,146

-
$ 484,146
$ 484,146

-
$ 484,146
Total
(

(


(



(









(

(


(


(
18,232
1,000)
17,232
19,232
1,000)
18,232
$ 608,807
15,980)
$ 592,827
$ 624,787
15,980)
$ 608,807
  • 137 -

In order to protect SAMPO’s credit and shareholders’ interests, the subsidiary held the Company’s shares as of the balance sheet date, and the related information is as follows.

follows.
Subsidiaryname
December 31, 2020
QUANBAO
INVESTMENT

AMIGO LOGISTICS
CORPORATION

December 31, 2019
QUANBAO
INVESTMENT

AMIGO LOGISTICS
CORPORATION
Shares
(thousand
shares)

10,050

382


10,050

382
Carrying
amount
$ 482,468

1,678

$ 484,146

$ 482,468

1,678

$ 484,146
Market price










$ 261,798
9,945
$ 271,743
$ 202,504
7,693
$ 210,197

On January 8, 2020 and January 17, 2019, the Board of Directors resolved to transfer 1,000 thousand shares of treasury stock to employees in accordance with the measures for transferring treasury stock to employees. The above transfers were completed in February 2020 and February 2019, respectively, and the treasury stock of $15,980 thousand was written off.

SAMPO’s Treasury stock may not be pledged in accordance with the Security and Exchange Law; moreover, it is without the privilege of dividend and voting right. Sampo Corporation’s shares held by subsidiaries are treated as treasury stock and have the same rights as those of ordinary shareholders, except that they are not allowed to participate in the capital increase of Sampo Corporation and have no voting rights.

22. Income

voting rights.
Income
Revenue from contracts with
customer
Commodity sales revenue
Transportation Service
revenues
Licensing revenues
Other income
2020
$ 6,639,970
729,374
21,977
278,699
$ 7,670,020
2019




$ 6,213,094
647,741
17,365
237,809
$ 7,116,009

(1) Description of customer contracts

  1. Commodity sales revenue

Home appliances and electronic products are sold to distributors or through SAMPO’s self-operated stores and online. The Consolidated Company gives price discounts to distributors when they meet the contractual

  • 138 -

requirements. The amount of revenue is based on the most probable amount of the discount considering the distributor’s past orders, and the refund liability (recorded as other current liabilities) is recognized accordingly. Please refer to Note 18. The rest of the products are sold at a fixed price as agreed in the contract.

In accordance with commercial practice, the Consolidated Company accepts returns of home appliances and electronic products for full refund. Considering the experience accumulated in the past, the Consolidated Company estimated the return rate based on the most probable amount and recognized the refund liability (recorded as other current liabilities), please refer to Note 18. Please refer to Note 19 for the description of defective warranty obligations for home appliances and electronic products.

2. Transportation Service revenues

The contracts signed by the Transportation business include two performance obligations: freight transportation and storage rental. Since the time interval between the transfer of goods and services and the customer’s payment does not exceed one year, the significant financial components of the contract consideration are not adjusted. The individual selling prices for freight transportation and storage rentals are determined using the expected cost plus profit method and observable selling prices, respectively, and are used to allocate contractual consideration.

3. Licensing revenues

SAMPO’s trademark licensing is determined based on the actual sales volume for trademark licensing transaction.

(2) Contract balances

volume for trademark licensing
Contract balances
transaction.
Accounts receivable (Note 9)
Contract liabilities – current
(Note 18)
Product sales
December 31, 2020
$ 459,508
$ 29,969
December 31, 2019
$ 503,761
$ 49,182

Revenue from customer contracts is mainly derived from merchandise sales. Under the contracts with customers, the Consolidated Company receives advance payments from customers in advance and records contract liabilities.

23. Net profits of the current year

The net income of the current year includes the following items:

  • (1) Interest income
Interest income
Bank deposits
Financial assets measured at
amortized cost
Others
2020
$ 2,960
6,192
945
$ 10,097
2019





$ 5,204
14,104
4,751
$ 24,059
  • 139 -
(2) Other income
2020 2019
Rent revenue $ 7,235 $ 6,652
Dividend income 8,708 3,339
Others 38,274 41,187
$ 54,217 $ 51,178
(3) Other profits and losses
2020 2019
Gain (loss) on financial assets
and liabilities at fair value
through profit and loss $
906
$ 1,019
Gain in disposal of real estate,
plant buildings, equipment &
facilities 1,371,906 628
Gain on disposal of non-current
assets held for sale - 361,486
Net foreign exchange loss ( 20,878 ) ( 56,570 )
Lease modification gain 92 25
Others ( 29,776) ( 19,143)
$ 1,322,250 $ 287,445
(4) Financial costs
2020 2019
Interest from bank borrowings $ 20,099 $ 27,045
Interest on lease liabilities 4,176 2,968
$ 24,275 $ 30,013
(5) Depreciation and amortization
2020 2019
Property, Plant and Equipment $ 95,139 $ 97,813
right-of-use asset 75,010 41,638
Investment Property 6,531 2,720
Intangible asset 39,628 42,998
Total $ 216,308 $ 185,169
Consolidation of depreciation
expenses based on functions
Operating cost $ 112,580 $ 89,290
Operating expenses 64,100 52,881
$ 176,680 $ 142,171
Consolidation of amortization
expenses based on functions
Operating expenses $ 39,628 $ 42,998
  • 140 -

(6) Employee benefits expenses

Employee benefits expenses
Post-employment benefits (Note
20)
Defined contribution plans
defined benefit plan
Termination benefits
Other employee benefits
Total employee benefits expenses
Consolidation based on functions
Operating cost
Operating expenses
2020
$ 33,027
8,646
41,673
2,467
1,152,291
$ 1,196,431
$ 599,089
597,342
$ 1,196,431
2019












$ 31,963
11,167
43,130
2,621
1,033,672
$ 1,079,423
$ 588,861
490,562
$ 1,079,423

(7) Remuneration to the employees and the directors

SAMPO appropriates no less than 1% and no more than 3% of the profits before tax and before the distribution of employees’ and directors’ remuneration for the year as Remuneration to employees and directors The remuneration to employees and directors for 2020 and 2019 was resolved on March 24, 2021 and March 17, 2020 by the board of directors as follows.

Estimate on ratio

the board of directors as follows.
Estimate on ratio
Remuneration to employees
Remuneration to directors
Amount
2020
2.20%
0.80%
2019
2%
1%
Amount
Remuneration to employees
Remuneration to directors
2020
C
a
s
h
$ 45,577
16,574
2019
C
a
s
h
$ 15,649
7,825

If there are still changes in the amount specified in the consolidated financial statement after announcement, proceed to the accounting of change and adjusted for booking in the next fiscal year.

There was no difference between the actual amount of employees’ and directors’ remuneration paid for 2019 and 2018 and the amount recognized in the consolidated financial statements in 2019 and 2018.

  • 141 -

For information on remuneration to employees and directors as resolved by the Board of Directors in 2021 and 2020, please visit the Market Observation Post System of the Taiwan Stock Exchange.

24. Income tax

  • (1) The main composition items recognized as income tax expenses in income
2020
2019
Income tax expenses in the current
period
Accrued in current year
$ 353,422
$ 24,865
Additional levy on
undistributed earnings
1,464
2,301
Prior year adjustment

1,597
(
11,887)
356,483
15,279
Deferred tax
Accrued in current year
(107,872)
23,664
Income tax expense recognized in
the profit or loss
$ 248,611
$ 38,943
Adjustment of accounting income and income tax expense are as follows:
2020
2019
Profit before tax
$ 2,084,606
$ 811,805
Income tax expense of net income
before tax at the statutory tax
rate (20%)
$ 416,921
$ 162,361
Non-deductible expenses and
losses for tax purposes
604
10,783
Non-taxable income
(
310,265 )
(
116,882 )
Additional levy on undistributed
earnings
1,464
2,301
Unrecognized loss carryforward
(
7,417 )
6,904
Unrecognized temporary
differences
4,086
(
22,687 )
Land revaluation increment tax
141,958
-
The prior year’s income tax
expenses adjusted in the current
period
1,597
(
11,887 )
Effect of variation in taxation rates
on the consolidation of the
group and individual entities.
(
337)

8,050
Income tax expense recognized in
the profit or loss
$ 248,611
$ 38,943
2019
$ 811,805
$ 162,361
10,783
(
116,882 )
2,301
6,904
(
22,687 )
-
(
11,887 )

8,050
$ 38,943

The tax rate applicable to the subsidiaries in the China is 25%; the tax rates applicable to other subsidiaries are based on the tax rate applicable to the respective jurisdictions.

  • 142 -

(2) Income tax recognized in the other comprehensive profit or loss

2020 2019
Deferred tax
Generated in the year
- Remeasurement of
defined benefit plan ($
600)
$ 1,086
Income tax recognized in the
other comprehensive profit
or loss ($
600)
$ 1,086
Current income tax asset and liability
December 31, 2020 December 31, 2019
Current income tax asset
Tax refund receivable $
490
$
493
Current Tax Liability
Payable income tax $ 97,865 $ 16,173

(3) Current income tax asset and liability

(4) Deferred income tax assets and liabilities

Changes in the deferred income tax assets and liabilities are as follows:

2020

2020
Deferred tax assets
Temporary difference
Loss allowance

Inventory
Investment under the equity
method

right-of-use asset
Other payables
Vacation benefit payable
Liability reserve
Net defined benefit liability

Employee benefits payable
Other non-current liabilities
Exchange gain
Others

Total

Deferred tax liabilities
Temporary difference
Land revaluation increment
tax
Balance,
beginning of
year
Recognized in
the profit or
loss
$ 506
(
1,842 )

15,200
(
188 )

15,130
(
681 )

669
(
7,523 )

7
(
11 )
(
4,605 )

89

$ 16,751

($ 91,121)
Recognized in
the other
comprehensive
profit of loss
$ -


-

-


-

-

-

-
(
600 )

-

-

-


-

($ 600)

$ -
Balance, end of
year
$ 9,971
11,943
(
47,948 )
188
137,313
5,794
35,196
(
10,720 )
101
13
2,236

534

$ 144,621

$ 965,922
$ 10,477
10,101
(
32,748 )
-
152,443
5,113
35,865
(
18,843 )
108
2
(
2,369 )

623
$ 160,772
$ 874,801
  • 143 -

2019

2019
Deferred tax assets
Temporary difference
Loss allowance

Inventory
Investment under the equity
method

right-of-use asset
Other payables
Vacation benefit payable
Liability reserve
Net defined benefit liability

Employee benefits payable
Other non-current liabilities
Exchange gain

Loss deduction
Others

Total

Deferred tax liabilities
Temporary difference
Land revaluation increment
tax
Balance,
beginning of
year
$ 10,536
11,370
(
73,983 )
-
143,694
4,932
35,835
(
2,524 )
43
14
(
2,406 )
39,276

412

$ 167,199

$ 991,474
Recognized in
the profit or
loss
( $ 565 )

573

26,035

188
(
6,381 )

862
(
639 )
(
9,282 )

58
(
1 )

4,642
(
39,276 )

122

($ 23,664)

($ 25,552)
Recognized in
the other
comprehensive
profit of loss
$ -


-

-


-

-

-

-

1,086

-

-

-

-

-

$ 1,086

$ -
Balance, end of
year














$ 9,971
11,943
(
47,948 )
188
137,313
5,794
35,196
(
10,720 )
101
13
2,236
-

534
$ 144,621
$ 965,922
  • (5) Unused loss carryforwards not recognized in the consolidated balance sheet as deferred income tax assets
deferred income tax assets
Loss deduction
2020 Annual dues
2021 Annual dues
2022 Annual dues
2023 Annual dues
2024 Annual dues
2025 Annual dues
2026 Annual dues
2027 Annual dues
2028 Annual dues
2029 Annual dues
December 31, 2020
$ -
-
90,910
53,939
49,505
19,625
10,896
37,019
17,216

44,161
$ 323,271
December 31, 2019




$ 111,819
944
95,611
53,939
49,505
19,625
10,896
37,019
17,216
-
$ 396,574

(6) Income tax audit

The profit-seeking enterprise income tax returns for SAMPO CORPORATION, NELONG Company, DEBAO HOME APPLIANCE, AMIGO LOGISTICS, QUANBAO INVESTMENT, NISSIN GLOBAL LOGISTICS, QUANBAO INVESTMENT, SAMPO HOME INC. have been assessed by tax authorities through 2018.

  • 144 -

25. Earnings per share (EPS)

The earnings and weighted average common stock shares used in calculating the earnings per share are as follows:

Net profits of the current year

earnings per share are as follows:
Net profits of the current year
Net profit attributable to the
company
The earnings used to calculate
diluted earnings per share (EPS)
Shares
Weighted average common stock
shares used to calculate basic
earnings per share
Effect of dilutive potential common
stock:
Remuneration to employees
Weighted average common stock
shares used to calculate diluted
earnings per share
2020
2019
$ 1,795,993
$ 738,963
$ 1,795,993
$ 738,963
Unit: shares in thousands
2020
2019
369,885
368,802

2,546

973
372,431
369,775



If the consolidated company may choose to have the employee compensation distributed via a stock or cash dividend, calculate the diluted earnings per share, assuming that the bonus to employees is with a stock dividend distributed, with the weighted average number of shares outstanding included when the potential common stock has a diluted effect. When diluted EPS is calculated in the next year resolves the number of share distribution for employee compensation, the dilution effect is also considered for such potential common shares.

26. Equity transactions with the non-controlling equity

In March 2020, the Consolidated Company acquired 0.04% of the shares of AMIGO LOGISTICS CORPORATION, resulting in an increase in shareholding from 72.61% to 72.65%.

In April 2019, the Consolidated Company subscribed for the cash capital increase of NISSIN GLOBAL LOGISTICS (formerly “NISSIN Company”) not in proportion to its shareholding, resulting in a reduction of its shareholding from 100% to 51%.

Since the transaction referred to above did not change the control of the Consolidated Company over the subsidiaries, the Consolidated Company has it processed as an equity transaction.

  • 145 -

2020

2020
Payment of cash consideration
The carrying amount of the
subsidiary’s net assets should
be (transferred in) transferred
out of non-controlling interests
based on the relative changes in
equity.
Equity transaction balance
Adjustment of equity transaction
balance
Capital surplus – The differences
between carrying amount and
market price of actual
acquisition or disposal of shares
in subsidiaries.
2019
Payment of cash consideration
The carrying amount of the
subsidiary’s net assets should
be (transferred in) transferred
out of non-controlling interests
based on the relative changes in
equity.
Equity transaction balance
Adjustment of equity transaction
balance
Capital surplus – The differences
between carrying amount and
market price of actual
acquisition or disposal of shares
in subsidiaries.
NISSIN GLOBAL
LOGISTICS
( $ 300 )

321
$ 21
$ 21
NISSIN GLOBAL
LOGISTICS
$ -
(
66)
($ 66)
($ 66)
Total

( $ 300 )

321
$ 21
$ 21
Total

(
(
(

(
(
(
$ -

66)
$ 66)
$ 66)

27. Capital risk management

The consolidated company manages capital to ensure the Group’s enterprises to maximize shareholder’s returns by optimizing the balance of debt and equity under the precondition of continuing operation.

The Consolidated Company’s capital structure consists of net debt (i.e. borrowings less cash and cash equivalents) and equity attributable to shareholders of SAMPO (i.e. capital stock, capital surplus, retained earnings and other equity items).

  • 146 -

28. Financial instrument

  • (1) Information on fair value – financial instruments at fair value on repetition.

  • Fair value hierarchy

December 31, 2020

Fair value hierarchy
December 31, 2020
Financial assets at fair
value through other
comprehensive profit
or loss
Equity investment
- Domestic unlisted
stocks

- Foreign unlisted
stocks

Total
Level 1
$ -

-

$ -
Level 2
$ -

-

$ -
Level 3
$ 169,851

255,357

$ 425,208
Total








$ 169,851
255,357
$ 425,208
December 31, 2019
Financial assets at fair
value through other
comprehensive profit
or loss
Equity investment
- Domestic unlisted
stocks

- Foreign unlisted
stocks

Total
Level 1
$ -

-

$ -
Level 2
$ -

-

$ -
Level 3
$ 194,423

326,961

$ 521,384
Total








$ 194,423
326,961
$ 521,384

There were no transfers between Level 1 and Level 2 fair value measurements in 2020 and 2019.

  1. Financial instruments are adjusted according to Level 3 fair value.

January 1 to December 31, 2020

January 1 to December 31, 2020
Financial asset
Beginning retained earnings
Recognized in other comprehensive income
(unrealized valuation gains or losses on
financial assets measured at fair value
through other comprehensive income)
Balance, ending
Financial assets at
fair value through
other
comprehensive
profit or loss
Equity instrument

(
$ 521,384

96,176 )
$ 425,208
  • 147 -

January 1 to December 31, 2019

January 1 to December 31, 2019
Financial asset
Beginning retained earnings
Recognized in other comprehensive income
(unrealized valuation gains or losses on
financial assets measured at fair value
through other comprehensive income)
Disposal
Balance, ending
Financial assets at
fair value through
other
comprehensive
profit or loss
Equity instrument


(
$ 364,358
157,689

663 )
$ 521,384
  1. Evaluation techniques and an input value of Level 3 fair value measurement

The fair value of unlisted (over-the-counter) equity instruments is estimated based on an analysis of the financial condition and results of operations of the investees, the quoted prices of the shares of companies with similar operations in active markets, the value multipliers implied by these prices and relevant transaction information, and the valuation of the subject by an appropriate multiplier, taking into account the financial performance of the subject.

(2) Categories of financial instruments

subject.
Categories of financial instruments
Financial asset
Financial assets based on cost
after amortization (Note 1)
Financial assets at fair value
through other
comprehensive profit or loss
Equity investment
Financial liability
Based on cost after
amortization (Note 2)
December 31, 2020
$ 1,769,394
425,208
2,277,438
December 31, 2019
$ 2,067,095
521,384
3,330,110

Note 1: The balance consists of financial assets measured at amortized cost, including cash and cash equivalents, notes receivable, accounts receivable, notes and accounts receivable from related parties, other receivables, other receivables from related parties, time deposits with original maturities of more than three months and pledged time deposits.

  • 148 -

  • Note 2: The balance consists of financial liabilities measured at amortized cost, including short-term borrowings, short-term notes payable, notes payable, accounts payable, notes and accounts payable to related parties, other payables, long-term loans due within one year, and long-term loans.

  • (3) Purpose and policy of financial risk management

The Consolidated Company’s major financial instruments include investments in equity and debt, accounts receivable, accounts payable and borrowings. Among the financial instruments held by the Consolidated Company mentioned above, the financial risks associated with operations include market risk (including exchange rate risk, interest rate risk and other price risks), credit risk and liquidity risk.

  1. Market risk

Due to the operating activities, the major financial risk faced by the consolidated company is the foreign currency exchange rate risk (see (1) below) and interest rate risk (see (2) below).

  • (1) Exchange rate risk

Several subsidiaries of SAMPO engage in foreign currencydenominated sales and purchase transactions, which expose the Consolidated Company to exchange rate risk.

The carrying amounts of monetary assets and monetary liabilities denominated in non-functional currencies as of the balance sheet date are shown in Note 32.

Sensitivity analysis

The Consolidated Company is prone to the impact of changes in USD exchange rates.

The consolidated company’s sensitivity analysis for New Taiwan Dollar (functional currency) to each relevant foreign currency exchange rates that increased or decreased by 1% is illustrated in the following table. The 1% sensitivity is used internally for reporting the exchange rate risk to management and is the assessment by management regarding the reasonable and possible changes in foreign exchange rates. The sensitivity analysis includes only the outstanding monetary items in foreign currency; also, the translation at year-end is adjusted in accordance with the changes in exchange rates by 1%. The positive numbers in the following table represent the increase in net profits before tax if the NTD weakens by 1% against the respective currencies, and the negative numbers for the same amount represent the decrease in net profits before tax if the NTD strengthens by 1% against the respective currencies.

  • 149 -
Profit or loss Impact of USD (i) Impact of USD (i)
2020
$ 3,621
2019
$ 9,669
  • (i) These receivables and payables are mainly due to the Consolidated Company’s outstanding USD-denominated receivables and payables that are not cash flow hedged as of the balance sheet date.

  • (2) Interest rate risk

Interest rate risk exposure is due to the entities within the consolidated company borrowing funds at floating interest rates.

The book value of the consolidated company’s financial assets and financial liabilities with interest rate exposure on the balance sheet date is as follows:

as follows:

With fair value interest
rate risk
Financial asset
Financial liability
Contain cash flow
interest rate risk
Financial asset
Financial liability
December 31, 2020
$ 410,053
-
765,146
900,000
December 31, 2019
$ 932,087
549,785
502,520
1,625,000

The Consolidated Company is exposed to cash flow interest rate risk as a result of holding floating rate bank loans. These circumstances are consistent with the Consolidated Company’s policy of maintaining floating rate borrowings to reduce interest rate fair value risk. The Consolidated Company’s cash flow interest rate risk is mainly due to fluctuations in benchmark interest rates related to NTD-denominated borrowings.

Sensitivity analysis

The following sensitivity analyses are based on the interest rate risk exposure of the derivative and non-derivative instruments on the balance sheet date. For liabilities with floating rate, it is analyzed by assuming the liabilities on the balance sheet date are outstanding throughout the reporting period. The rate of change used by the Group to report interest rates to management is increased or decreased by 0.25%, which also represents management’s assessment of the reasonably possible range of interest rates.

If interest rates had increased by 0.25%, with all other variables held constant, the Consolidated Company’s net profits before income tax would have decreased by $337 thousand and $2,806 thousand for 2020 and 2019, respectively, mainly due to the Consolidated Company’s exposure to fair value interest rate risk on its floating rate borrowings.

  • 150 -

(3) Other price risk

The Consolidated Company has equity price risk exposure due to its investment in equity securities.

Sensitivity analysis

The following sensitivity analysis is based on the equity price risk at the balance sheet date.

If the equity price had increased by 1%, other comprehensive income after tax would have increased by $4,252 thousand in 2020, respectively, due to the increase in fair value of financial assets measured at fair value through other comprehensive income.

If the equity price had increased by 1%, other comprehensive income after tax would have increased by $5,214 thousand in 2019, respectively, due to the increase in fair value of financial assets measured at fair value through other comprehensive income.

2. Credit risk

Credit risk meant for the consolidated company’s risk of financial loss due to the counterparty’s failure in fulfilling contractual obligations. As of the balance sheet date, the Consolidated Company’s maximum exposure to credit risk of financial loss due to non-performance of counter-parties is mainly the carrying amount of financial assets recognized in the Consolidated Balance Sheet.

The Consolidated Company’s credit risk is mainly concentrated in the Consolidated Company’s top four customers. As of December 31, 2020 and 2019, the percentage of total accounts receivable from the aforementioned customers was 24% and 31%, respectively.

3.

Liquidity risk

The consolidated company has supported the Group’s business operation and mitigated the impact of changes in cash flow by managing and maintaining sufficient cash and cash equivalent position. The consolidated company’s management monitors the use of banking facilities and ensures the compliance of loan agreement.

  • (1) Liquidity and interest rate risk table of non-derivative financial liabilities

Non-derivative financial liabilities remaining contract maturity analysis is prepared in accordance with the Consolidated Company’s undiscounted cash flow of financial liabilities on the possible earliest repayment date upon request. Therefore, the consolidated company may be required to immediately repay the bank loan is illustrated in the following table without considering the probability that the bank may immediately exercise such right. The other non-derivative financial liabilities maturity analysis is prepared in accordance with the agreed repayment date.

For the cash flow of the interest paid in accordance with the floating rate, the undiscounted interest amount is deduced from the yield rate curve on the balance sheet date.

  • 151 -

December 31, 2020

Non-derivative
financial liabilities
Note and account
payables
Other payables
lease liabilities
Floating rate
instruments

Fixed interest rate
Weighted
average
effective
interest rate
(%)
-

-
1.5

1.08656~1.15

-
Less than 1
year
$ 848,596
528,842
111,325

-
-
2–3 years

$ -
-
102,109
900,000
-
4 to 5 years
$ -
-
80,114
-
-
Total
$ 848,596
528,842
293,548
900,000
-

December 31, 2019

Non-derivative
financial liabilities
Note and account
payables
Other payables
lease liabilities
Floating rate
instruments
Fixed interest rate
Weighted
average
effective
interest rate
(%)
-

-
1.5
1.06~1.50

1.038~1.58
Less than 1
year
$ 712,083
445,042
58,215
575,000
549,785
2–3 years

$ -
-

85,561
390,000
-
4 to 5 years
$ -
-

116,731
660,000
-
Total
$ 712,083
445,042

260,507
1,625,000
549,785

Floating interest rate for the above-mentioned non-derivative financial liabilities will vary due to the differences of the floating interest rate and the interest rate estimated on the balance sheet.

(2) Financing amount

December 31, 2020 December 31, 2019

Unsecured bank loan
amount
Amount utilized

Amount unutilized


Secured bank loan
Amount utilized

Amount unutilized

$ 611,000

3,199,000

$ 3,810,000

$ 600,000

870,000

$ 1,470,000
$ 1,313,000
2,067,000
$ 3,380,000
$ 1,100,000
370,000
$ 1,470,000

29. Related party transaction

The transactions, account balances, income, expenses and losses between the Company and subsidiaries (related party of the Company) are offset at the time of consolidation; therefore, it is not disclosed in this note. The transactions conducted between the consolidated company and other related parties are as follows:

  • 152 -

  • (1) Name of related parties and the relations

Name Affiliation RECHI PRECISION CO.,LTD. Affiliate Dyna Rechi Co., Ltd. Other affiliate Nucom International Corporation Other affiliate SYNVISION TECHNOLOGY SERVICE Other affiliate CORPORATION CINCHY CORPORATION Other affiliate NISSIN CORPORATION Other affiliate Chen Zhang Xiu Ju Culture and Other affiliate Education Foundation Chen Mao-Bang Industry and Commerce Chairman of The Company Development Foundation

(2) Operating income

Operating income
Account titles in
book
Operating income


Related party
classification
Affiliate

Other affiliate

Chairman of The
Company

2020
$ 929


6,087
928

$ 7,944
2019





$ 809
1,549
-
$ 2,358

The sales for related parties are based on the general distribution price, and the collection policy is the same as that for general customers, except for the 120-day collection period for some related parties.

  • (3) Purchase
Purchase
Related party classification
Affiliate
Other affiliate
2020
$ 2,966
3,294
$ 6,260
2019




$ 2,630
1,925
$ 4,555

The terms of the transactions between the Company and its related parties are not significantly different from those of the transactions with non-related parties.

  • (4) Receivables from concerned parties (excluding loans borrowed from concerned parties)
parties)
Account titles in
book
Notes receivable

Trade receivable

Other receivables
Related party
classification
Other affiliate

Other affiliate

Other affiliate
December 31,
2020
$ -

$ 5,247

$ 1
December 31,
2019




$ 4
$ 955
$ 26
  • 153 -

The outstanding receivables from the related party are without any guarantees collected.

  • (5) Payables to concerned parties (excluding loans borrowed from concerned parties)
Account titles in
book
Payable notes


Accounts payable


Other payables
Related party
classification
Affiliate

Other affiliate


Affiliate

Other affiliate


Other affiliate
December 31,
2020
$ -


-

$ -

$ 1,278


1,412

$ 2,690

$ 31
December 31,
2019
December 31,
2019












$ 8
774
$ 782
$ 65
-
$ 65
$ -

For balance of payables to concerned parties outstanding, no guarantee has been provided.

  • (6) Operating expenses
provided.
Operating expenses
Related party classification
Affiliate
2020
$ 175
2019
$ 18
  • (7) Remuneration to key management
Remuneration to key management
Short-term employee benefits
Post-employment benefits
2020
$ 47,279
989
$ 48,268
2019




$ 41,508
1,053
$ 42,561

The salaries and remunerations to directors and other key management were determined by the Salary Committee in accordance with the personal performances and trends in the markets:

  • 154 -

30. Pledged assets

The following assets have been provided as collateral for various loans to financial institutions and for tariff guarantees.

Guarantee items and assets
Long-term borrowings
Property, Plant and
Equipment


Guarantee of imported raw
materials for bank letter of
credit transactions
Restricted assets – current

Fuel Guarantee
Restricted assets-non-current
Setting of Pledge for shipping
Contract Transportation
Restricted assets-non-current
Content
Book value Book value Book value
December 31, 2020
$ 804,306

195,486
9,146
24,000

3,000

$ 1,035,938
December 31, 2019
Land (including
revaluation increment)

Land (including
revaluation increment)
Demand deposits
Time deposits
Time deposits





$ 804,306
197,229
9,627
24,000
3,000
$ 1,038,162

31. Significant contingent liabilities and unrecognized contractual commitments

In addition to those described in other notes, the Consolidated Company had the following material commitments and contingencies as of the balance sheet date.

  • (1) As of December 31, 2020 and 2019, the Consolidated Company had unused letters of credit of US$11,738 thousand and US$6,961 thousand, respectively, for the purchase of goods and materials.

  • (2) During 2004, SAMPO CORPORATION sold a number of home appliances to dealer, one of which was sold by its parent company, to an end customer in the United States. The end customer later claimed that a fire caused by SAMPO’s appliances caused the damage caused by a fire in 2012 and sued dealer for compensations. Dealer and the customer had reached a settlement of their lawsuit, with paying compensation. Subsequently, Dealer filed an arbitration case with the American Arbitration Association, requesting SAMPO and Tianjin New Swell to compensate jointly and severally. The arbitration decision was rendered by the American Arbitration Association on February 3, 2016, which ruled that SAMPO and Tianjin New Swell should pay US$3,052 thousand in compensation for the relevant losses. The arbitration decision was approved by the U.S. Federal Court on January 17, 2018, which recognized the arbitration decision, but dealer has not yet done anything concrete as of September 30, 2020, and SAMPO has not yet received any documents such as notice of the arbitration ruling that dealer has filed with the court in Taiwan.

In accordance with Article 47 Paragraph 2 of the Arbitration Law of ROC, the foreign arbitral decision shall have the same effect among the parties involved as the final judgment of the R.O.C. court if it is recognized by the R.O.C. court upon dealer’s application. On October 27, 2016, SAMPO received the Taiwan Taoyuan District Court’s 2016 Letter Zhu-Zi No. 15 for dealer’s application for recognition of the U.S. Arbitration Judgment, and based on the principle of conservatism, the Consolidated Company has made a provision of $99,216 thousand for compensation in that year.

  • 155 -

As a result of the aforementioned claim by dealer, SAMPO turned to its insurer, Chung Kuo Insurance Co., Ltd. (hereinafter referred to as Chung Kuo Insurance), to seek compensation. In accordance with the contents of the product liability insurance policy signed with Chung Kuo Insurance, SAMPO filed a lawsuit in the court, demanding Chung Kuo Insurance to fulfill the insurance contract and compensate for the delayed interest in this case. The result of the lawsuit was unfavorable as ruled by the Taipei District Court in 2019. In 2020, SAMPO filed an appeal for the second instance trial and the case is still pending at the Taiwan High Court.

32. Information of foreign currency assets and liabilities with significant effects

The following information is expressed in foreign currencies other than the functional currencies of each entity within the consolidated company; also, the exchange rate disclosed refers to the exchange rate used for having such foreign currency converted into the functional currency. Foreign currency assets and liabilities with significant influence as follows:

December 31, 2020

follows:
December 31, 2020
Foreign currency assets
Monetary items
USD

USD
Foreign currency
liabilities
Monetary items
USD
USD
JPY
December 31, 2019
Foreign currency assets
Monetary items
USD

USD
Foreign currency
liabilities
Monetary items
USD
USD
JPY
Foreign
currency
$ 12,599
2,683
2,072
496
13,646
Foreign
currency
$ 32,298
3,178
1,789
1,436
4,135
Ending exchange rate
28.48 (USD:NTD)
6.5249 (USD:RMB)
28.48 (USD:NTD)
6.5249 (USD:RMB)
0.2763 (JPY:NTD)
Ending exchange rate
29.980 (USD:NTD)
6.9762 (USD:RMB)
29.980 (USD:NTD)
6.9762 (USD:RMB)
0.2760 (JPY:NTD)
Carrying
amount
$ 358,817

76,402

59,011

14,135

3,770
Carrying
amount
$ 968,288

95,285

53,630

43,038

1,141

The Consolidated Company is primarily exposed to foreign currency exchange rate risk in USD. The following information is presented in the functional currency of each entity possessing foreign currency. The disclosed exchange rate refers to the exchange rate of such functional currency converting into the presentation currency. Foreign currency gains/losses of material impact are as follows:

  • 156 -
Foreign currency
USD
USD
2020
Average exchange
rate
Net exchange
losses (gains)
31.26
(USD:NTD)
( $ 15,351 )
7.1165
(USD:RMB)
(
5,527)
($ 20,878)
2019 2019
Average exchange
rate
31.26
(USD:NTD)

7.1165
(USD:RMB)

Average exchange
rate

31.09
(USD:NTD)

6.9060
(USD:RMB)

Net exchange
losses (gains)
( $ 19,635 )
(
36,935)
($ 56,570)

33. Notes of disclosure

  • (1) Material transactions (2) and transfer investment information:

  • Loans to others: none.

  • Endorsements/guarantees for others: none.

  • Marketable securities held at the end of the period (excluding investment in subsidiaries, affiliates and joint ventures): Exhibit 1

  • The cumulative purchase or sale of the same security for an amount exceeding NT$300 million or 20% of paid-in capital: None.

  • The acquisition of real estate for an amount exceeding NT$300 million or 20% of paid-in capital: None.

  • The disposal of real estate for an amount exceeding NT$300 million or 20% of paid-in capital: Exhibit 2

  • The purchase or sale with the related party for an amount exceeding NT$100 million or 20% of paid-in capital: Exhibit 3.

  • Receivables from related parties reaching $100 million or 20% of paid-in capital or more. None.

  • Engagement in derivative transactions: None.

  • Information on investees: Exhibit 4

  • Business relationships and significant intercompany transactions between parent and subsidiary and between subsidiaries: Exhibit 5

  • (3) Information regarding investment in the territory of Mainland China:

  • The name of the investees in Mainland China, principal business, paid-in capital, investment methods, capital outward and inward remittances, shareholding, investment gains and losses, investment carrying amount at the end of the period, repatriated investment gains and losses, and investment quota for Mainland China: Exhibit 6

  • The following significant transactions with investees in Mainland China, directly or indirectly through third regions, and their prices, payment terms, and unrealized gains or losses: Exhibit 7

    • (1) Amounts and percentages of purchases and related payables at the end of the period.

    • (2) Amounts and percentages of sales and related receivables at the end of the period.

    • (3) Amount of property transaction and amount of the profit and/or loss so incurred.

  • 157 -

  • (4) Balance and purposes of endorsements/guarantees or collateral provided at end of the term.

  • (5) The highest balance of fund financing balance at end of the term, range of interest rates and total amount of interest in the current term.

  • (6) Other transactions having significant effect upon profit and/or loss or financial standing of the current term, e.g. provision or acceptance of services.

  • (4) Name, number and percentage of shares held by shareholders with 5% or more of the shares: Exhibit 8

34. Segment information

The information provided to the major operating decision-maker for allocating resources and assessing segment performance is focusing on the type of product or service delivered or offered. The reportable segments of the Consolidated Company are as follows:

Electronics and Home Appliances Business

Transportation Business

  • (1) Segment revenues and operating results

The revenues and operating results of the Consolidated Company are analyzed by reportable segment as follows:

Electronics and Home
Appliances Business

Transportation Business

Total amount

Interest income
Other income
Other profits and losses
Share of profit or loss of
affiliated companies
accounted for using the
equity method
Financial costs
Profit before tax
Segment re venue
2019
$ 6,468,268

647,741

$ 7,116,009

segment profit or loss segment profit or loss segment profit or loss
2020
$ 6,940,646

729,374

$ 7,670,020
2020
$ 381,312

145,998

527,310
10,097
54,217
1,322,250
195,007

24,275)

$ 2,084,606
2019






(


(
$ 180,071
117,724
297,795
24,059
51,178
287,445
181,341

30,013)
$ 811,805

Revenues reported above are generated from transactions with external customers. There were no inter-segment sales in 2020 and 2019

Segment profit represents the profit earned by each segment, excluding interest income, other income, other gains and losses, share of affiliated companies using the equity method, finance costs and income tax expense. The measured figures are provided for main decision makers to allocate resources to segments and evaluate the performance of each segment.

  • 158 -

(2) Main revenues from products and service

An analysis of the Consolidated Company’s revenue from major products and services is as follows

services is as follows
Electronics and home appliance
products
Transportation business and
others
2020
$ 6,940,646
729,374
$ 7,670,020
2019




$ 6,468,268
647,741
$ 7,116,009

(3) Information by areas

The Consolidated Company operates mainly in two areas – Taiwan and China

Information on the Consolidated Company’s revenue from external customers by area of operations and non-current assets by area of assets is presented below:

Taiwan

Asia (excluding
Taiwan)

Income from external customers
2020
2019
$ 7,284,498 $ 6,706,910

385,522

409,099

$ 7,670,020
$ 7,116,009
Income from external customers
2020
2019
$ 7,284,498 $ 6,706,910

385,522

409,099

$ 7,670,020
$ 7,116,009
non-current assets non-current assets non-current assets
2020
$ 7,284,498

385,522

$ 7,670,020
December 31,
2020
$ 5,559,927

50,322

$ 5,610,249
December 31,
2019








$ 5,441,030

62,201
$ 5,503,231

Non-current assets exclude investments accounted for using the equity method, financial instruments and deferred income tax assets.

(4) Information on key customers

Income generated from a single customer for more than 10% of the consolidated company’s total income is as follows:

Customer A 2020
$ 1,528,624
2019
$ 1,344,046
  • 159 -

Unit: Unless otherwise stated, NT$ thousand

SAMPO CORPORATION and its Subsidiary

Marketable securities held – end of year

December 31, 2020

Exhibit 1

Holding company Types and names of securities Relationship with the securities
issuer
Account titles in book End of the period End of the period End of the period Remarks
Number of
shares/units (in
thousands)
Carrying amount Ratio of
Shareholding
Market price
SAMPO CORPORATION
QUANBAO INVESTMENT
CO., LTD.
AMIGO LOGISTICS
CORPORATION
QUANBAO INVESTMENT
CO., LTD.
AMIGO LOGISTICS
CORPORATION
Nucom International Corporation
Chinese Television System Inc.
WK ASSOCIATES LTD.
Pushi Venture Capital Co., Ltd.
WK VIII ASSOCIATES LTD.
GRACE THW HOLDING
MICROMAX
INTERNATIONAL
CORP.
Nucom International Corporation
A-KIN ALLIANCE LOGISTICS
CO., LTD.
SAMPO CORPORATION
SAMPO CORPORATION
Other affiliate
-
-
-
-
-

-
Other affiliate
-
Parent and Subsidiary
Parent and Subsidiary
Financial assets at fair value
through other comprehensive
income or loss – non-current
-







Financial assets at fair value
through other comprehensive
income or loss – non-current
Financial assets at fair value
through other comprehensive
income or loss – non-current
882
7,581
299
899
867
2,178
3,380
144
250
10,050
538




$ 31,576
103,392
4,671
7,084
4,352
255,357
12,471
5,154
1,151
$ 425,208
$ 261,798
$ 14,030
4
4
1
2
2
1
19
1
7
3
-




$ 31,576
103,392
4,671
7,084
4,352
255,357
12,471
5,154
1,151
$ 425,208
$ 261,798
(Note 1)
$ 14,030
(Note 1)
@35.79
@13.64
@15.62
@7.88
@5.02
@117.26
@3.69
@35.79
@4.61

@26.05

@26.05

Note 1: QUANBAO INVESTMENT CO., LTD. and AMIGO LOGISTICS CORPORATION held the shares of SAMPO, which were treated as treasury stock and transferred from investments accounted for using the equity method to treasury stock with carrying amounts of $482,468 thousand and $1,678 thousand, respectively.

  • 160 -

SAMPO CORPORATION and its Subsidiary

The disposal of real estate for an amount exceeding NT$300 million or 20% of paid-in capital

2020

Exhibit 2

Unit: Unless otherwise stated, amounts in NT$ Thousand

Company disposing
property
Asset title Date of event Original
acquisition date
Carrying amount Trade value The collection of
proceeds
Capital gain/loss
from disposition
Counterparties Relation Purpose of
disposition
Reference for price
determination
Other stipulations
of the transaction
SAMPO
CORPORATION
606, 619, 628, 620,
621, 630, 625,
627, 636, 567,
631, 631-1, 636-
1, 636-2 and 636-
3 of Dinghu
Section, Guishan
District, Taoyuan
City and their
above-ground
buildings
2020.7.14 1988.8.8 $ 362,289 $ 1,800,000 Full recovery $ 1,371,913
(Note 1)
Gen Yi
Construction
Co., Ltd.
None Revitalization of
company assets
and efficient
use of capital
In accordance with the
valuation reports of
Eurasian Real Estate
Appraisal Associates
and DTZ Real Estate
Appraisal
Associates, the sale
will be conducted by
public tender and
bargaining, and the
board of directors
will authorize the
chairman to decide.

Note 2

Note 1: The contract price of $1,800,000 thousand (including business tax), net of business tax and brokerage commission, was $1,781,470 thousand. The carrying amount of the real estate was $362,148 thousand and the non-transferred gain of $47,409 thousand from the sale and leaseback, resulting in a gain of $1,371,913 thousand from the transferred portion.

Note 2: The Company entered into a plant lease with Gen Yi Construction Co., Ltd., which was recognized as a lease agreement in accordance with IFRS 16 Sale and Leaseback Transactions.

  • 161 -

SAMPO CORPORATION and its Subsidiary

The purchase or sale with the related party for an amount exceeding NT$100 million or 20% of paid-in capital

2020

Exhibit 3

Unit: Unless otherwise stated, NT$ thousand

Purchase (sale) company
Counterparties
Relation Transactions Transactions Trading terms different from general trade
and reasons
Trading terms different from general trade
and reasons
Notes and accounts receivable
(payable)
Notes and accounts receivable
(payable)
Remarks
Purchase (sale)
Amount
Percentage of
total purchase
(sale)
The credit period Unit price The credit period Balance Percentage of
total notes and
accounts
receivable
(payable)
SAMPO
CORPORATION
DEBAO HOME
APPLIANCE CO., LTD.
NELONG ENTERPRISE
CORPORATION LTD.
Parent and
Subsidiary
Parent and Sub-
subsidiary
Purchase
Purchase
$ 2,362,552
138,919
51%
3%
Same as general
suppliers
Same as general
suppliers
Cost plus 1% to 6.5%
Cost plus 1% to 6.5%


Accounts payable
( $ 20,891 )

(
2% )
Note 1

Note 1: As of December 31, 2020, SAMPO’s prepayment to NELONG ENTERPRISE CORPORATION LTD. was $73,288 thousand. Note 2: Related party transactions between consolidated entities have been adjusted and eliminated

  • 162 -

Unit: Unless otherwise stated, NT$ thousand

SAMPO CORPORATION and its Subsidiary

Information regarding investee’s name and location, etc.

December 31, 2020

Exhibit 4

Investor Name of investee Location Principal business Sum of initial investment Sum of initial investment Ending shareholding Ending shareholding Ending shareholding Current period
profit/loss of the
investee
Recognized
investments for
current period
(loss) profit (Note
1)

Remarks
Current period-
end
Previous period-
end
Number of
Shares (in
thousands)
Ratio Carrying amount
SAMPO CORPORATION
QUANBAO
INVESTMENT CO.,
LTD.
AMIGO LOGISTICS
CORPORATION
New Swell International
Investment Co., Ltd.
SAMPO HOME INC.
AMIGO LOGISTICS
CORPORATION
RECHI PRECISION CO.,LTD.
New Swell International Investment
Co., Ltd.
QUANBAO INVESTMENT CO.,
LTD.
DEBAO HOME APPLIANCE CO.,
LTD.
SAMPO HOME INC.
SAMPO JAPAN INC.
AMIGO LOGISTICS
CORPORATION
RECHI PRECISION CO.,LTD.
NELONG ENTERPRISE
CORPORATION LTD.
SAMPO INTERNATIONAL FOOD
SERVICE CO., LTD.
NISSIN GLOBAL LOGISTICS
(TAIWAN) CO., LTD.
AMIGO HOME LIFE CO., LTD.
DONGGUAN SAMPO
ELECTRONICS CO., LTD.
SAMPO ASSET MANAGEMENT
CO., LTD.
Taiwan
Taiwan
British Virgin Islands
Taiwan
Taiwan
Taiwan
Japan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
China
Taiwan
Warehousing, transportation
Compressor manufacturing,
sales
Investment holding
Investment business
Home appliance
manufacturing and sales
Real estate trading, leasing
Marketing and Promotion
Warehousing, transportation
Compressor manufacturing,
sales
Electronics manufacturing
and sales
Food and beverage
Warehousing, transportation
Product installation and
wholesale of electrics and
electronic materials
Manufacturing and sale of
electrics and electrons
equipment
Real estate trading, leasing
$ 209,546
1,550,990
31,060
( USD
1,000 )
1,076,000
200,000
500,000
JPY
30,000
126,097
92,740
36,600
100,000
32,090
21,000
USD
1,400
10,000
$ 209,546

1,544,735
31,060
( USD
1,000 )

1,076,000

200,000

500,000
JPY
30,000

125,797

92,740

36,600

50,000

32,090

21,000
USD
1,400

10,000

21,155

135,610
1,000

114,325

20,000

50,000

3,000

10,365

4,136

3,660

10,000

2,550

2,100

1,400

1,000
49
27
100
100
100
100
100
24
1
61
100
51
100
70
100
$ 449,861
2,739,654
82,360
528,149
103,259
420,298
5,627
220,905
103,515
52,843
62,278
21,026
22,039
USD
1,993
7,753
$ 116,389

709,491

1,699

41,496

68,200
(
10,113 )
(
484 )

116,389

709,491

19,193
(
20,848 )
(
6,096 )

1,243
USD
390
(
1,550 )
$ 55,943

189,203

1,699

25,533

51,794
(
16,947 )
(
484 )

27,796

5,804

11,707
(
20,848 )
(
3,109 )

1,243
USD
273
(
1,550 )
Note 2
Note 3
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 3
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2

Note 1: The investment income or loss recognized by the Company includes investment income or loss recognized for upstream transactions recorded in the book, net of dividends paid by the parent company to its subsidiaries. Note 2: Subsidiary included in the consolidated entities.

Note 3: Equity-method investee included in the consolidated financial statements.

Note 4: For the equity-method subsidiaries included in the consolidated financial statements, investment income or loss recognized under the equity method, and the net equity of the investee are fully eliminated.

  • 163 -

SAMPO CORPORATION and its Subsidiary

Business relationship and significant transactions between Parent Company and Subsidiaries

January 1 to December 31, 2020

Exhibit 5

Unit: Unless otherwise stated, NT$ thousand

Serial No.
(Note 1)
Trader’s name Counterparty Relationship with
trader
(Note 2)
Transactions
Title Amount Terms and conditions Percentage in
consolidated total
revenue or total
assets
(Note 3)
0
2
SAMPO
CORPORATION
AMIGO LOGISTICS
CORPORATION
DEBAO HOME
APPLIANCE
AMIGO LOGISTICS
CORPORATION
DONGGUAN SAMPO
ELECTRONICS
CO., LTD.
NELONG Company
AMIGO HOME
1
1
1
1
3
Purchase
Other payables
Accounts payable
Rent revenue
Rental expense
Transportation
expenses
Purchase
Accounts payable
Purchase
Accounts payable
Prepayment for goods
Transportation
expenses
Notes payable
$ 2,362,552
11,693
81,919
11,214
56,686
167,540
80,725
15,126
138,919
20,891

73,288
145,404
32,017
The purchase price is based on cost.
Rentals are priced based on general rental level
Rentals are priced based on general rental level
Transportation expenses are based on general
market level
The purchase price is the cost, and the payment
terms are the same as the general manufacturers.
The purchase price is the cost, and the payment
terms are the same as the general manufacturers.
Transportation expenses are based on general
market level
31
-
1
-
1
2
1
-
2
-
1
2
-

Note 1: The information of business operation between the parent company and its subsidiaries should be documented in the respectively numbered column as follows:

  1. Fill in “0” for parent company.

  2. The subsidiaries are sequentially numbered from 1 and so forth.

Note 2: The relationship with the traders is classified into three categories as follows:

  1. Parent to Subsidiary.

  2. 164 -

  3. Subsidiary to Parent

  4. The Subsidiary to the Subsidiary.

  5. Note 3: Calculate the ratio of the transaction amount to consolidate the total income or total assets. For the assets and liabilities account, calculate the ratio of the ending balance to the consolidated total assets. For the profits and losses account, calculate the ratio of the interim cumulated amount to the consolidated total income.

  6. Note 4: The Company may determine discretionally whether to have the material transactions in the table illustrated according to its materiality.

  7. 165 -

2020

SAMPO CORPORATION and its Subsidiary

Information regarding investment in the territory of mainland china

Exhibit 6

Unit: Unless otherwise stated, NT$ thousand

Names of investees in
China
Principal business Paid-up capital Mode of
investments
(Note 1)
Accumulated
investment
amount remitted
at the beginning
of the period
Amount of investment remitted or
recoveredincurrent period
Amount of investment remitted or
recoveredincurrent period
Accumulated
investment
amount remitted
at the end of the
period
Current period
profit/loss of the
investee
Ratio of
shareholding
of investment
directly or
indirectly
made by the
Company
Investment gain
and loss
recognized in
current period
(Note 2)
Book value of
investment at
ending
The investment
income received
at the end of the
current period
Remark
s
Outward
remittance
Recover
DONGGUAN SAMPO
ELECTRONICS CO.,
LTD.
Manufacturing and sale
of electrics and
electrons equipment
USD 2 million 3 $ 42,180 $ - $ - $ 42,180 $ 12,204 70 $ 8,543
(Recognition
basis B)
$ 56,769 $ -
Company name Accumulated amount of
investment from Taiwan to
mainland China at the end
of the period
.
Amount of investment
approved by Investment
Commission of MOEA
Investment amount
approved by the
Investment Commission
MOEAIC
SAMPO CORPORATION $ 2,105,454 $ 2,437,870 $ 4,659,178
  • Note 1: The investment methods can be divided into the following 5 types:

  • To invest in Mainland China companies through remittance from a third area.

  • To invest in Mainland China companies through a company invested and established in a third area.

  • To invest in Mainland China companies through reinvesting in an existing company in a third area.

  • To invest in Mainland China companies directly.

  • Other ways.

  • Note 2: Recognized as gains or losses on investment in current period:

  • (1) Please mark out if there has no investment gain or loss yet because the investment is still under planning.

  • (2) The basis of recognition of investment income is classified into following three types, which should be marked out.

    • A. The financial statements have been audited by an international CPA firm with which CPA firms in the ROC. has a cooperative relationship.

    • B. Financial statements audited by the CPAs who audit the parent company in Taiwan.

    • C. Others

  • Note 3: In accordance with the new regulations issued by the Investment Commission of the Ministry of Economic Affairs in August 2008, the Company’s investment limit in Mainland China is calculated as 60% of the net worth or consolidated net worth, whichever is higher.

  • 166 -

SAMPO CORPORATION and its Subsidiary

Significant transactions with investees in Mainland China directly or indirectly through enterprises in third regions

2020

Exhibit 7

Unit: Unless otherwise stated, NT$ thousand

Purchase (sale)
company
Counterparties Relation Transaction type Purchase (sale) Purchase (sale) Terms and conditions Terms and conditions Terms and conditions Notes and accounts
receivable (payable)
Notes and accounts
receivable (payable)
Unrealized gain
or loss
Balance Percentage
(%)

Price
Payment term Comparison with
general transaction
Balance Percentage
(%)
SAMPO
CORPORATION

DONGGUAN
SAMPO
ELECTRONICS
CO., LTD.
Parent and Sub-
subsidiary
Purchase $ 80,725 2% Cost or cost plus
1% to 6.5%
Same as general
suppliers
Purchase price is
better than
general
manufacturers
Accounts
payable
( $ 15,126 )
(
2% )
$ -

Note 1: Related party transactions between consolidated entities have been adjusted and eliminated

  • 167 -

SAMPO CORPORATION and its Subsidiary

Information on Dominant Shareholders

December 31, 2020

Exhibit 8

Names of Dominant Shareholders Share Share
Shareholding Shareholding
percentage
MACLADY INVESTMENT LTD. 33,108,800 8.55%
  • Note 1: The information on major shareholders in this Exhibit is compiled by Taiwan Depository & Clearing Corporation based on the last business day of the quarter in which the shareholders held 5% or more of the Company’s common shares and preferred shares whose registration and delivery have been completed in nonphysical form (including treasury shares). The number of shares recorded in the Company’s consolidated financial statements and the actual number of shares registered and delivered in non-physical form may differ depending on the basis of preparation of the calculations.

  • Note 2: If a shareholder delivers his or her shares to a trust, the above information shall be disclosed by the individual trustor account opened by the trustee As for the shareholder’s declaration of insider’s equity in accordance with the Securities and Exchange Act, the shareholding of the shareholder includes his or her own shares plus the shares that he or she has delivered to a trust and has the right to decide the use of the trust property, etc. Please refer to the Market Observation Post System for information on insider’s equity declaration.

  • 168 -

  • V. Individual financial statements of the Company audited and attested by CPAs in the most recent year,

Independent Auditor’s Report

To SAMPO CORPORATION:

Auditor’s opinions

We have audited the individual balance sheet of SAMPO CORPORATION as of December 31, 2020 and 2019, and the individual comprehensive income statements, individual statement of changes in shareholders’ equity, individual statements of cash flows, and notes to the individual financial statements (including significant accounting policies) for the years then ended.

In our opinion, the individual financial statements referred to above present fairly, in all material respects, the individual financial position of SAMPO CORPORATION as of December 31, 2020 and 2019, and its individual financial performance and cash flows for the years ended December 31, 2020 and 2019, in conformity with the requirements of regulations governing the preparation of financial statements by securities issuers.

Basis of an audit opinion

We concluded our 2020 audits in accordance with the regulations governing auditing and attestation of financial statements by certified public accountants and generally accepted auditing standards. We concluded our 2019 audits in accordance with the regulations governing auditing and attestation of financial statements by certified public accountants, Financial Supervisor Commission’s letter Jing-Guan-Zheng-Shen-Zi No. 1090360805 dated February 25, 2020, and generally accepted auditing standards. Our responsibilities under those standards are further described in the responsibilities of auditors for the audit of the separate financial statements. We are independent of SAMPO CORPORATION in accordance with the Code of Professional Ethics for Certified Public Accountants, and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that our audit provides a reasonable basis for our opinion.

  • 169 -

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 2020 individual financial statements of SAMPO CORPORATION. These matters were addressed in the content of our audit of the individual financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on those matters.

Key audit matters of the 2020 individual financial statements of SAMPO CORPORATION are as follows:

Key Audit Matter: Authenticity of sales to hypermarket channels

For 2020, SAMPO CORPORATION’s revenues from sales to major hypermarkets is a key indicator used by management to evaluate business performance, and the effect of the recognition of related revenues on the financial statements is material. Therefore, we have determined that the recognition of the aforementioned operating revenues is a key audit matter and the related accounting policies are described in Note 4(14) to the individual financial statements.

Our auditing procedures with respect to the above matter are as follows:

  1. Understood, evaluated and tested the effectiveness of the design and implementation of the internal control system related to revenue recognition.

  2. In order to confirm the authenticity of the revenue, we obtained the sales revenue details of the hypermarket channel in 2020, sampled and verified original sales orders, shipping documents and invoices of the relevant transactions, and reconciled them with the recorded amounts in the accounting books.

  3. Obtained the details of sales returns and discounts for the subsequent period from the hypermarket channel, sampled and verified the relevant certificates of sales returns and discounts, and examined the reasonableness of the returns and discounts.

Responsibilities of Management and Those in Charge of Governance of the Individual Financial Statements

Management is responsible for the preparation and fair presentation of the individual financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of individual financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the individual financial statements, the management is also responsible for assessing the ability of SAMPO CORPORATION as a going concern, disclosing as applicable, matters related to a going concern and using the going concern basis of accounting. Unless the management either intends to liquidate SAMPO CORPORATION or to cease operations, or has no other realistic alternative but to do so.

Those in charge of governance (including the Auditing Committee) are responsible for overseeing the reporting process of the financial statements of SAMPO CORPORATION.

  • 170 -

Auditor’s Responsibilities for the Audit of the Individual Financial Statements

Our objectives are to obtain reasonable assurance about whether the individual financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue and auditor’s report. Reasonable assurance is a high level of assurance, but is not a guarantee that and audit conducted in accordance with the accounting principles generally accepted in the Republic of China will always detect a material misstatement when it exists. Material misstatement could arise from fraud or errors. If fraud or errors are considered materials, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these individual financial statements.

The independent auditors when conducting the audit in accordance with generally accepted auditing standards shall exercise professional judgment and maintain professional suspicion. The independent auditors also perform the following tasks:

  1. Identify and assess the risks of material misstatement of the individual financial statements, whether due to fraud or error, design, and perform audit procedures responsive risks, and obtain evidence that is sufficient and appropriate to provide a basis of our opinion. Fraud may involve conspiracy, forgery, deliberate omission, false declaration, or violation of internal control; therefore, the risk of material misstatement arising from fraud is higher than that caused by error.

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

  3. Assess the appropriateness of the accounting policies adopted by the management and the reasonableness of the accounting estimates and related disclosures made.

  4. Conclude the appropriateness of the use of the going concern basis of accounting by the management, and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on SAMPO CORPORATION to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the individual financial statements or, if such disclosures are inappropriate, to modify our opinion. The conclusion of the independent auditors is based on the audit evidence obtained as of the audit report date. However, future events or conditions may cause SAMPO CORPORATION to cease as a going concern.

  5. Evaluate the overall presentation, structure, and content of the individual statements, including related notes, whether the individual statements represent the underlying transactions and events in a matter that achieves fair presentation.

  6. Obtain sufficient and appropriate audit evidence on the financial information of business entities within SAMPO CORPORATION in order to express an opinion on the individual financial statements. The independent auditor is responsible for guiding, supervising, and implementing the audit and also is responsible for forming an opinion on the audit of SAMPO CORPORATION.

  7. 171 -

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

From the matters communicated with those in charge of governance, we determine those matters that were of most significance in the audit of the 2020 individual financial statements of SAMPO CORPORATION and are therefore the key audit matters. The independent auditors shall state the key audit matters in the audit report except for the specific matters prohibited from being disclosed by law and regulations, or, in rare cases, where the independent auditor decides not to have specific matters communicated in the audit report since the negative effect of such disclosure can be reasonably expected to be greater than the increase of public interest.

Deloitte and Touche Taiwan CPA Su-Huan Yu CPA: Yi-Hui Lin

Securities and Futures Bureau Approval Document No. Tai-Cai-Zheng (6) Zi No. 0920123784

Financial Supervisory Commission approval no. Jin-kwong-cheng-(6) No.: 0940161384

March 29, 2021

  • 172 -

SAMPO CORPORATION

Individual Balance Sheet

December 31, 2020 and 2019

Unit: NT$ thousand

Code

1100
1136
1150
1160
1170
1180
1200
1210
1220
130X
1479
11XX

1517
1550
1600
1755
1780
1840
1990
15XX
1XXX

Code

2100
2110
2150
2160
2170
2180
2230
2209
2219
2250
2280
2320
2399
21XX

2540
2550
2570
2580
2640
2670
25XX
2XXX

3110
3200
3310
3320
3350
3300
3400
3500
3XXX
Assets
Current assets
Cash and cash equivalents (Note 6)
Financial assets at amortized cost – current (Note 8)
Notes receivable (Note 9)
Notes receivable – related parties, net (Notes 9 and 26)
Accounts receivable (Note 9)
Accounts receivable – related parties, net (Notes 9 and 26)
Other receivables (Note 9)
Other receivables – related parties, net (Notes 9 and 26)
Current tax assets (Note 22)
Inventory (Note 10)
Other current assets (Note 14)
Total current assets
Non-current assets
Financial assets measured at fair value through other comprehensive
income – non-current (Note 7)
Investments accounted for using the equity method (Note 11)
Property, plant and equipment (Note 12)
Right-of-use assets (Note 13)
Intangible assets
Deferred tax assets (Note 22)
Other non-current assets (Note 14)
Total non-current assets
Total assets
Liabilities and equity
Current liabilities
Short-term borrowings (Note 15)
Short-term bills payable (Note 15)
Notes payable
Notes payable -related parties (Note 26)
Accounts payable
Accounts payable – related parties (Note 26)
Current tax liabilities (Note 22)
Other payables (Note 16)
Other payables – related parties (Note 26)
Provisions for liabilities – current (Note 17)
Lease liabilities – current (Note 13)
Long-term loans due within one year or one business cycle (Note 15)
Other current liabilities (Note 16)
Total current liabilities
Non-current liabilities
Long-term borrowings (Note 15)
Provisions for liabilities – non-current (Note 17)
Deferred tax liabilities (Note 22)
Lease liabilities – non-current (Note 13)
Defined benefit liabilities – non-current (Note 18)
Other non-current liabilities (Note 16)
Total non-current liabilities
Total liabilities
Equity (Note 19)
Share capital
Common stock capital
Additional paid-in capital
Retained earnings
Statutory reserves
Special reserves
undistributed earnings
Total retained earnings
Other equity
Treasury shares
Total equity
Total Liabilities and Equity
December 31, 2020 December 31, 2020 %
4
2
1
-
2
-
-
-
-
9
4
22
4
37
35
-
1
1
-
78
100
-
-
1
-
4
1
1
3
-
1
-
-
3
14
8
1
6
-
3
1
19
33
33
1
4
14
21
39

1)

5)
67
100
December 31, 2019 December 31, 2019
Amount
$ 431,790
217,907
110,406
-
261,533
437
11,417
4,437
490
1,079,490
406,870
2,524,777
418,903
4,329,208
4,020,496
51,344
66,975
155,823
12,865
9,055,614
$ 11,580,391
$ -
-
135,551
-
480,236
120,473
74,251
363,344
11,693
72,845
62,322
-
325,725
1,646,440
900,000
106,481
729,313
27,615
368,389
36,856
2,168,654
3,815,094
3,872,000
171,699
485,157
1,592,788
2,379,146
4,457,091

142,666)

592,827)
7,765,297
$ 11,580,391
Amount
$ 717,639
179,880
104,909
9
257,951
249
9,182
17,285
490
1,215,831
255,806
2,759,231
515,225
4,043,703
3,883,757
59,921
82,603
139,571
48,675
8,773,455
$ 11,532,686
$ 60,000
489,785
163,410
68,267
305,986
28,652
-
297,853
11,754
69,589
15,440
575,000
340,457
2,426,193
1,050,000
106,390
820,434
44,919
395,801
203,614
2,621,158
5,047,351
3,872,000
151,374
411,261
1,688,706
1,141,276
3,241,243

170,475)

608,807)
6,485,335
$ 11,532,686
%
















(
(















(
(

















(
(















(
(

6
2
1
-
2
-
-
-
-
11
2
24
4
35
34
1
1
1
-
76
100
-
4
1
1
3
-
-
3
-
1
-
5
3
21
9
1
7
-
4
2
23
44
34
1
3
15
10
28

2)

5)
56
100

The notes attached shall constitute an integral part of this individual financial statement.

Chairman: Chen Mao-Bang Industry and Commerce Managerial officer: Hsu, Ching-Chao Development Foundation

Accounting officer: Chiang, Chuan-Tien

  • 173 -

SAMPO CORPORATION

Individual Comprehensive Income Statement

January 1 to December 31, 2020 and 2019

Unit: NTD thousand, except Earnings Per Share (NTD)

Code
Operating revenues
4100
Sales revenues

4600
Service revenues
4800
Other operating revenues
4000
Total operating
revenues
5000
Operating costs

5900
Gross profits

Operating expenses
6100
Marketing expenses
6200
Administrative expenses
6300
Research and
development expenses
6450
Expected credit
impairment loss (gain
on reversal)
6000
Total operating
expenses
6900
Net Operating profits

Non-operating income and
expenses
7100
Interest income (Note
21)
7010
Other income (Note 21)
7020
Other gains and losses
(Note 21)
7050
Financial costs

7070
Share of subsidiaries,
affiliates and joint
ventures accounted for
using the equity
method
7000
Total non-operating
income and
expenses
2020 %
96
4
-

100
79

21
9
6
1
-

16

5

-
1
20

-
5

26
2019
%






















96
4
-
100
80
20
10
5
2
-
17
3
-
1
5

-
3
9

(Continued on next page)

  • 174 -

(Continued from previous page)

Code
7900
Net profits before tax

7950
Income tax expense (Note 22)

8200
Net profits for the year

Other comprehensive income
8310
Items not to be reclassified as
profit or loss:
8311
Remeasurement of defined
benefit plan
8316
Unrealized gains or losses
on investments in
equity instruments
measured at fair value
through other
comprehensive income
8330
Share of other
comprehensive income
of subsidiaries,
affiliates and joint
ventures accounted for
under equity method

8360
Items that may be reclassified
subsequently under profit or
loss
8380
Share of other
comprehensive income
of subsidiaries,
affiliates and joint
ventures accounted for
under equity method
8300
Other comprehensive
income of the current
year (net amount after
taxation)
8500
Total amount of comprehensive
income of the current year
Earnings per share (Note 23)
9750
Basic

9850
Diluted
2020

The notes attached shall constitute an integral part of this individual financial statement.

Chairman: Chen Mao-Bang Managerial officer: Accounting officer: Industry and Commerce Hsu, Ching-Chao Chiang, Chuan-Tien Development Foundation

  • 175 -

SAMPO CORPORATION

Individual Statements of Changes in Shareholders’ Equity

January 1 to December 31, 2020 and 2019

Unit: NT$ thousand

Code
A1
Balance as of January 1, 2019
B17
Reversal of special reserve
Distribution of 2018 earnings
B1
Legal reserve
B5
Cash dividend to the Company’s shareholders
C7
Changes in affiliates and joint ventures recognized
under the equity method
D1
Net profits for 2019
D3
Other comprehensive income after tax in 2019
D5
Total comprehensive income in 2019
L1
Purchase and disposal of treasury shares
M1
Adjustment of capital surplus by dividends paid to
subsidiaries
M5
The differences between carrying amount and
market price of actual acquisition or disposal of
shares in subsidiaries.
Q1
Disposal of equity instruments measured at fair
value through other comprehensive income
Z1
Balance as of December 31, 2019
B17
Reversal of special reserve
Distribution of 2019 earnings
B1
Legal reserve
B5
Cash dividend to the Company’s shareholders
C7
Changes in affiliates and joint ventures recognized
under the equity method
D1
Net profits for 2020
D3
Other comprehensive profit and loss after tax in
2020
D5
Total profit and loss in 2020
L1
Purchase and disposal of treasury shares
M1
Adjustment of capital surplus by dividends paid to
subsidiaries
M5
The differences between carrying amount and
market price of actual acquisition or disposal of
shares in subsidiaries.
Z1
Balance as of December 31, 2020
Equity attributable to shareholders ofthe company Equity attributable to shareholders ofthe company Total
$ 6,158,865
-
-

531,160 )
3,683
738,963
85,436
824,399
14,790
14,824

66 )
-
6,485,335
-
-

570,600 )
752
1,795,993
18,264
1,814,257
19,650
15,882
21
$ 7,765,297
Total equity
Capital stock
Capital stock
$ 3,872,000
-
-
-
-
-

-

-
-
-
-

-
3,872,000
-
-
-
-
-

-

-
-
-

-
$ 3,872,000
Retained earnings
Capital surplus
Legal reserve
Special reserve
Unappropriated
earnings
$ 132,933
$ 345,080
$ 1,917,160
$ 840,989
-
-
(
228,454 )
228,454
-
66,181
-
(
66,181 )
-
-
-
(
531,160 )
3,683
-
-
-
-
-
-
738,963
-

-

-
(
32,328)
-

-

-

706,635
-
-
-
(
1,190 )
14,824
-
-
-

66 )
-
-
-
-

-

-
(
36,271)
151,374
411,261
1,688,706
1,141,276
-
-
(
95,918 )
95,918
-
73,896
-
(
73,896 )
-
-
-
(
570,600 )
752
-
-
-
-
-
-
1,795,993
-

-

-
(
9,545)
-

-

-

1,786,448
3,670
-
-
-
15,882
-
-
-
21

-

-

-
$ 171,699
$ 485,157
$ 1,592,788
$ 2,379,146
The notes attached shall constitute an integral part of this individual financial statement.
Retained earnings Otherequity
Exchange differences
on translation of
financial statements of
foreignoperations
Unrealized gain or
loss on financial
assets measured at fair
value through other
comprehensive
income
( $ 258,372 )
( $ 66,138 )
-
-
-
-
-
-
-
-
-
-
(
47,026)

164,790
(
47,026)

164,790
-
-
-
-
-
-

-

36,271
(
305,398 )
134,923
-
-
-
-
-
-
-
-
-
-

29,136
(
1,327)

29,136
(
1,327)
-
-
-
-

-

-
($ 276,262)
$ 133,596
Treasury shares
$ 624,787 )
-
-
-
-
-
-
-
15,980
-
-
-

608,807 )
-
-
-
-
-
-
-
15,980
-
-
$ 592,827)
Exchange differences
on translation of
financial statements of
foreignoperations
( $ 258,372 )
-
-
-
-
-
(
47,026)
(
47,026)
-
-
-

-
(
305,398 )
-
-
-
-
-

29,136

29,136
-
-

-
($ 276,262)
Number of Shares
387,200,000
-
-
-
-
-

-

-
-
-
-

-
387,200,000
-
-
-
-
-

-

-
-
-

-
387,200,000


















(




(
(
(

(



(
(



(
(

(



(



(

(


(

(




(


(

(



$ 6,158,865
-
-

531,160 )
3,683
738,963
85,436
824,399
14,790
14,824

66 )
-
6,485,335
-
-

570,600 )
752
1,795,993
18,264
1,814,257
19,650
15,882
21
$ 7,765,297

Chairman: Chen Mao-Bang Industry and Commerce Development Foundation

Managerial officer: Hsu, Ching-Chao

Accounting officer: Chiang, Chuan-Tien

  • 176 -

SAMPO CORPORATION

Individual Statements of Cash Flow

January 1 to December 31, 2020 and 2019

Unit: NT$ thousand

Code
Cash flow from operating activities
A10000
Current year net profit before taxation
A20010
Profits and loss
A20100
depreciation expense
A20200
Amortization expenses
A29900
Expected credit impairment loss
(gain on reversal)
A20900
Financial costs
A21200
Interest income

A21300
Dividend income

A22400
Share of profit or loss of
subsidiaries, affiliates and joint
ventures accounted for using
the equity method
A22500
Gain on disposal of property,
plant and equipment
A23000
Gain on disposal of non-current
assets held for sale
A23700
Loss on decline in value of
inventories and slow moving
(gain on reversal)
A22800
Lease modification gain

A30000
Net change in operating assets and
liabilities
A31130
Notes receivable

A31140
Notes receivable – related party
A31150
Accounts receivable

A31160
Accounts receivable – related
parties
A31180
Other receivables

A31190
Other receivables – related
parties
A31200
Inventory
A31240
Other current assets

A32130
Notes payable

A32140
Notes payable – related party

A32150
Accounts payable
A32160
Accounts payable – related
parties
A32180
Other payables
A32190
Other payables – related parties

A32200
Provision for liabilities
2020
$ 2,009,550

72,353
39,545
1,841

21,007
(
7,651 )

(
7,738 )

(
306,741 )

( 1,371,915 )

-

(
9,209 )
(
92 )

(
5,696 )

12
(
6,887 )

(
196 )
(
1,858 )
12,848
145,550
(
151,064 )

(
27,859 )

(
68,267 )

174,655
91,821
67,322
(
61 )

3,347
2019
$ 758,991
78,658
42,979
(
3,024 )
28,018
(
23,564 )
(
2,662 )
(
175,213 )
(
561 )
(
361,486 )
4,903
(
25 )
54,902
254
(
29,864 )
1,656
1,004
3,399
263,153
(
28,596 )
(
42,880 )
(
5,131 )
29,684
4,633
15,935
(
16 )
(
3,195 )

(Continued on next page)

  • 177 -

(Continued from previous page)

Code
A32230
Other current liabilities

A32240
Net defined benefit liabilities

A33000
Cash generated from operating
activities
A33100
Interest received
A33300
Interest paid

A33500
Income tax paid

AAAA
Net cash inflow from operating
activities
Cash flow from investment activities
B00200
Disposal of financial assets at fair value
through other comprehensive income
B00040
Acquisition of financial assets
measured at amortized cost
B01800
Acquisition of investment accounted for
using the equity method
B02400
Refund of share price for capital
reduction of subsidiaries accounted
for using the equity method
B02600
Disposal of non-current assets held for
sale
B02700
Purchase of property, plant, and
equipment
B02800
Proceeds from disposal of property,
plant and equipment
B03700
Decrease in Refundable deposits
B04200
Decreased in other receivables – related
parties
B04500
Purchase of intangible assets

B06800
Decrease in other non-current assets
B07600
Receipt of dividends from subsidiaries,
affiliates and joint ventures
B07600
Receipt of other dividends

BBBB
Net cash inflow from investment
activities
Cash flow from financing activities
C00200
Decrease in short-term loans

C00500
Short-term bills payable

C01600
Borrowing of long-term loans
C01700
Repayments of long-term borrowings

C04300
Increase (decrease) in other non-current
liabilities
C04500
Payment of dividends

C05100
Treasury stock purchased by employees
C04020
Lease principal repayment

CCCC
Net cash outflow from financing
activities
2020
( $ 14,732 )

(
37,620)

622,265
7,651
(
21,437 )

(
246,679)


361,800

-
(
38,027 )

(
206,255 )

-
-
(
564,476 )

1,792,250
34,099
-
(
23,917 )

1,810
221,625

7,738


1,224,847

(
60,000 )

(
489,785 )

900,000
(
1,625,000 )

(
19,443 )
(
570,600 )


19,650
(
26,704)

(
1,871,882)
2019
( $ 52,359 )
(
46,410)
513,183
23,564
(
28,284 )
(
11,609)

496,854
11,672
(
179,880 )
(
206,441 )
578,895
481,835
(
389,886 )
2,677
498
120,000
(
28,582 )
1,262
301,770

2,662

696,482
(
350,000 )
(
59,747 )
650,000
(
725,000 )
39,322
(
531,160 )
14,790
(
15,523)
(
977,318)

(Continued on next page)

  • 178 -

(Continued from previous page)

Code
DDDD Impact of changes in exchange rate on cash
and cash equivalents
EEEE
Current cash and cash equivalents increase
(decrease)
E00100 Cash and cash equivalents balance –
beginning of year
E00200 Cash and cash equivalents balance – end of
year

The notes attached shall constitute an integral part of this individual financial statement.

Chairman: Chen Mao-Bang Industry and Commerce Development Foundation

Managerial officer: Accounting officer: Hsu, Ching-Chao Chiang, Chuan-Tien

  • 179 -

SAMPO CORPORATION

Individual Notes to financial statements

January 1 to December 31, 2020 and 2019

(Unless otherwise provided, Unit: NTD thousand)

1. Company History

SAMPO CORPORATION. (hereinafter referred to as “SAMPO” or the “Company”), formerly known as “DONGXING ELECTRIC CO., LTD.,” was established in September 1962. In September 1964, DONGXING merged with DONJOY ELECTRIC CO., LTD. and changed its name to SAMPO ELECTRONICS CO., LTD. In 1970, its stock was publicly traded, and in 1974, the name was changed to SAMPO CORPORATION.

The Company engages in the manufacture, processing, contracting, wholesaling, retailing, repair services, and consignment of electronics, electrochemicals, telecommunications, electrical materials, information products, and audio products, and engages in the import and export business and investment in foreign related businesses.

The individual financial statements are presented in the Company’s functional currency – NTD.

2. Financial reporting date and procedures

The individual financial statements were approved by the Board of Directors on March 24, 2021.

3. Application of new and revised standards and interpretation

  • (1) First-time application of International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations (“IFRICs” and “SICs”) (hereinafter collectively referred to as the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (hereinafter referred to as the “FSC”).

The adoption of the IFRSs endorsed and issued into effect by the FSC will not result in significant changes in the Company’s accounting policies, except as indicated below:

  1. Amendment to “Definition of a business” in IFRS 3

This amendment shall apply to the Company’s transactions occurring after January 1, 2020. This amendment requires that the business shall consist of at least inputs and significant processes that together make a significant contribution to the ability to generate output. The determination of whether the “process of acquisition” is material will vary depending on whether there is an output on the date of acquisition. In addition, a new and simplified way of assessing the consistency of the acquired activities and asset portfolio with the business – the concentration test – is available for companies to choose.

  • 180 -

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

Effective January 1, 2020, the Company adopted the amendment to use “reasonably expected to affect users” as the threshold of materiality and adjusted the disclosure of consolidated financial statements to remove immaterial information that may obscure material information.

  • (2) IFRSs endorsed by the Financial Supervisory Commission (hereinafter referred to as “FSC”) applicable for 2021.

Effective Date per IASB The new/amended/revised standards or interpretation publication Amendment to IFRS 4 “Extension of Provisional Effective from the date of Exemption for Application of IFRS 9” publication Amendments to the IFRS 9, IAS 39, and IFRS 7, IFRS Effective for annual 4 and IFRS 16 “Interest Rate Benchmark Reform – reporting periods Phase II” beginning after January 1, 2021 Amendment to IFRS 16 “Rent Reduction associated Effective for annual with COVID-19 pandemic.” reporting periods beginning after June 1, 2020.

As of the date of publication of this financial report, the Company has evaluated that the amendments to the above standards and interpretations will not have a material impact on the financial position and financial performance.

  • (3) The IFRSs released by the IASB but not yet approved and announcement effective by the Financial Supervisory Commission

IASB publication effective The new/amended/revised standards or interpretation date (Note 1) “2018-2020 IFRSs improvements” January 1, 2022 (Note 2) Amendment to IFRS 3 “Update the index of the conceptual framework.” January 1, 2022 (Note 3) Amendment to IFRS 10 and IAS 28, “Sale or Undefined Contribution of Assets between an Investor and its Affiliate or Joint Venture and Investment in Affiliates.” IFRS 17 “Insurance Contracts” January 1, 2023 Amendment to IFRS 17 January 1, 2023 Amendment to IAS 1 “Classification of Liabilities as January 1, 2023 Current or Noncurrent” Amendment to IAS 1 “Disclosure of Accounting January 1, 2023 (Note 6) Policies.” Amendment to IAS 8 “Definition of Accounting January 1, 2023 (Note 7) Estimates.” Amendment to IAS 16 “Property, plant and January 1, 2022 (Note 4) equipment: price before reaching the intended state of use” Amendment to IAS 37 “Onerous Contracts – Cost of January 1, 2022 (Note 5) Performing Contracts.”

  • 181 -

  • Note 1: Unless otherwise stated, the aforementioned new/amended/revised standards or interpretation are effective for annual reporting periods beginning after the respective dates.

  • Note 2: The amendment to IFRS 9 applies to swaps or changes in the terms of financial liabilities that occur in annual reporting periods beginning after January 1, 2022; the amendment to IAS 41, “Agriculture,” applies to fair value measurements in annual reporting periods beginning after January 1, 2022; and the amendment to IFRS 1, “First-time Adoption of IFRSs,” applies retrospectively to annual reporting periods beginning after January 1, 2022.

  • Note 3: This amendment applies to business mergers for which the acquisition date falls within the annual reporting period after January 1, 2022.

  • Note 4: This amendment applies to plant, property and equipment that begins to operate in the manner such as location and condition expected by management after January 1, 2021.

  • Note 5: This amendment applies to contracts with unfulfilled obligations as of January 1, 2022.

  • Note 6: The application of this amendment is deferred for annual reporting periods beginning after January 1, 2023

  • Note 7: This amendment applies to changes in accounting estimates and changes in accounting policies that occur in annual reporting periods beginning after January 1, 2023.

  • Amendment to IFRS 10 and IAS 28, “Sale or Contribution of Assets between an Investor and its Affiliate or Joint Venture and Investment in Affiliates.”

The amendment provides that if the Company sells or contributes an asset to an affiliated party (or joint venture), or if the Company loses control of a subsidiary but retains significant influence (or joint control) over the subsidiary, the Company recognizes all of the gains or losses resulting from such transactions if the aforementioned asset or former subsidiary meets the definition of “business merger” for “business” under IFRS 3.

In addition, if the Company sells or contributes assets to affiliated companies (or joint ventures), or the Company losses the control over a subsidiary but retains significant influence on the subsidiaries (or joint control), and if the aforementioned assets or subsidiary not in compliance with the definition of IFRS 3 “Business,” the Company is to recognize the profit and loss of the transactions only within the equity scope of the affiliated companies (or joint ventures) irrelevant to the investors, in other words, the profit and loss attributable to the Company should be offset.

  1. Amendment to IAS 1 “Classification of Liabilities as Current or Noncurrent”

The amendment aims to clarify whether a liability is classified as noncurrent; the Company should assess whether it has the right to defer settlement at the end of the reporting period for at least 12 months after the reporting period. If the Company has such a right as of the end of the reporting period, the liability is classified as noncurrent whether or not the Company exercises its right to defer settlement of a liability. The amendment aims to

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clarify if the Company is required to comply with certain conditions in order to have the right to defer settlement of a liability. The Company must have complied with specific conditions as of the end of the reporting period, even if the lender tests whether the Company has complied with those conditions at a later date.

The amendment provides the purpose to clarify that settlement refers to the transfer to the counterparty of cash, other economic resources or equity instruments of the Company that results in the extinguishment of the liability. However, if the terms of the liability may result in transferring the Company’s equity instruments at the option of the counterparty, and if the option is separately recognized in equity in accordance with IAS 32, “Financial Instruments: Presentation,” the above-mentioned provisions do not affect the classification of the liability.

3. Annual Improvements 2018 – 2020 Cycle

The amendment to IFRS 9, “Financial Instruments,” to assess whether there is a material difference between the exchange or modification of the terms of a financial liability and whether there is a 10% difference in the discounted cash flows (including the net fees received for entering into new or modified contracts) between the terms of the old and new contracts, should only include fees received by the borrower and the lender. The above fees shall only include fees received and paid between the borrower and the lender.

  1. Amendment to IFRS 3 “Update the index of the conceptual framework.”

The amendment updates the index to the conceptual framework and adds a new requirement that the acquirer should apply IFRIC 21 “Levies” to determine whether there is an obligation to incur a levy payment liability at the date of acquisition.

  1. Amendment to IAS 16 “Property, plant and equipment: price before reaching the intended state of use”

The amendment provides that the sale price of output items of property, plant and equipment produced to bring them to the location and condition necessary to meet management’s expectations for the manner in which they will be operated is not appropriate as a deduction to the cost of those assets. The aforementioned output items should be measured in accordance with IAS 2, “Inventories,” and the sales price and cost should be recognized in profit or loss in accordance with the applicable standards.

The amendment applies to plant, property and equipment in the locations and condition necessary to achieve management’s intended location mode of operation after January 1, 2021, and the information for the comparative period shall be restated when the amendment is first applied by the Company.

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  • Amendment to IAS 37 “Onerous Contracts – Cost of Performing Contracts.”

The amendment specifies that in assessing whether a contract is onerous, the “cost of performing the contract” should include the allocation of incremental costs of performing the contract (e.g. direct labor and raw materials) and other costs directly related to the performance of the contract (e.g. the allocation of depreciation expense for property, plant and equipment used to perform the contract).

When the amendment is first applied, the Company will recognize the cumulative effect as retained earnings at the date of initial application.

  1. Amendment to IAS 1 “Disclosure of Accounting Policies.”

The amendment specifies that the Company shall determine the material accounting policy information to be disclosed based on the definition of materiality. Accounting policy information is considered material if it could reasonably be expected to affect the decisions of the primary users of the general-purpose financial statements based on those financial statements. The amendment also clarifies:

  • Accounting policy information related to immaterial transactions, other events or circumstances is immaterial and the Company is not required to disclose such information.

  • The Company may determine that related accounting policy information is material because of the nature of the transactions, other events or circumstances, even if the amount is not material.

  • Not all accounting policy information related to significant transactions, other events or circumstances is material.

In addition, the amendment provides examples of accounting policy information that may be material if it relates to significant transactions, other events or circumstances and under the following circumstances, the information may be material:

  • (1) A change in the Company’s accounting policy during the reporting period that results in a material change in financial statement information;

  • (2) The Company selects applicable accounting policies from among the options permitted by the standards.

  • (3) Due to the lack of specific standards, the Company establishes accounting policies in accordance with IAS 8 “Accounting Policies, Changes and Errors in Accounting Estimates”;

  • (4) The Company discloses the relevant accounting policies that require the application of significant judgments or assumptions; or

  • (5) That it involves complex accounting requirements when users of financial statements rely on such information to understand such significant transactions, other events or circumstances.

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8. Amendment to IAS 8 “Definition of Accounting Estimates.”

The amendment explicitly specifies that accounting estimate represents the monetary amounts in the financial statements that are subject to measurement uncertainty. In applying accounting policies, the Company may need to measure financial statement items using monetary amounts that are not directly observable but must be estimated, and therefore measurement techniques and input values are required to create accounting estimates for this purpose. The effect of changes in measurement techniques or input values on accounting estimates that are not corrections of prior period errors are accounted for as changes in accounting estimates.

Further to the aforementioned influence, the Company will continue to evaluate the effect of the amendment to other IFRSs on the financial positions and performance of the Company to the date this parent company only financial statement approved and released, and will make appropriate disclosure after the evaluation.

4. Summary of significant accounting policies

  • (1) Compliance Statement

The individual financial statements were prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers.”

  • (2) Basis of preparation

Except for the financial instruments on the basis of fair value and the recognition of net defined benefit liabilities on the basis of the present value of net defined benefit obligation net of the fair value of planned assets, this individual financial statement was compiled on the basis of historical cost.

The evaluation of fair value could be classified into Level 1 to Level 3 by the observable intensity and importance of related input value:

  1. Level 1 input value: refers to the quotation of the same asset or liability in an active market as of the evaluation (before adjustment).

  2. Level 2 input value: refers to the direct (the price) or indirect (inference of price) observable input value of asset or liability further to the quotation of Level 1.

  3. Level 3 input value: the unobservable input value of asset or liability.

In preparing its financial statements, the Company uses the equity method to account for its investment in subsidiaries, affiliates and joint ventures. In order to make the profit or loss for the year, other comprehensive income and equity in the individual financial statements the same as the profit or loss for the year, other comprehensive income and equity attributable to the owners of the Company in the consolidated financial statements, certain accounting differences between the standalone basis and the consolidated basis are adjusted for “investments accounted for using the equity method,” “share of profit or loss of subsidiaries and affiliates accounted for using the equity method,” “share of other comprehensive income and loss of subsidiaries and affiliates accounted for using the equity method” and related equity items. Other comprehensive income of subsidiaries and affiliates using the equity method” and related equity items.

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  • (3) Standards in differentiating current and non-current assets and liabilities. Current assets including:

  • Assets held mainly for trading purpose:

  • Assets to be realized within 12 months after the balance sheet date; and

  • Cash and cash equivalents (not including those that are limited to exchange or repay liabilities exceeding 12 months after the balance sheet date).

Current liabilities include:

  1. Liabilities held for trading purposes;

  2. The liabilities to be liquidated upon due within 12 months after the balance sheet date (those with long-term refinancing or payment term rearrangement completed from the balance sheet date to the financial reports approved and published date are also classified as current liabilities), and

  3. Liabilities with the repayment deadline that cannot be unconditionally deferred to at least 12 months after the balance sheet date. Where the liabilities might be paid off at the discretion of the other party through the tools of the issuance equity, the classification would remain unaffected.

For those that are not current assets or liabilities above are classified as noncurrent assets or liabilities.

  • (4) Foreign currency

For the transactions conducted in a currency other than the Company’s functional currency (foreign currency), it is to be translated to the functional currency in accordance with the exchange rate on the transaction date when preparing the individual financial statements.

Foreign currency monetary items are translated at the closing rate on each balance sheet date. The exchange differences arising from the settlement of monetary items or translating monetary items are recognized in the current profit or loss.

The foreign non-currency items measured at fair value are translated in accordance with the exchange rate on the fair value determination date and the exchange difference is booked as current profit or loss. However, for the changes in fair value recognized in the other comprehensive profit or loss, the exchange difference is recognized in the other comprehensive profit or loss.

The foreign non-currency items measured at historical cost are translated in accordance with the exchange rate on the transaction date without the need for a translation again.

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Upon preparation of the individual financial reports, the assets and liabilities of overseas operating institutions (including the subsidiaries, affiliates and joint ventures in the countries of business operation or those using currencies different from the Company’s) were converted to NTD based on the exchange rate quoted on every balance sheet date. Income and expense items are translated in accordance with the current average exchange rates and the exchange differences are booked in the other comprehensive profit or loss.

If the Company disposes of all interests in a foreign operation, or disposes of a portion of an interest in a subsidiary of a foreign operation but loses control, or disposes of a retained interest in a joint venture or affiliate of a foreign operation that is a financial asset and is accounted for under the accounting policy for financial instruments, all cumulative translation differences related to the foreign operation are reclassified to profit or loss.

If the partial disposal of a foreign operating subsidiary does not result in a loss of control, the accumulated exchange differences are included in equity transactions on a pro rata basis, but are not recognized in profit or loss. In any other event of partial disposal of an overseas operating institution, the accumulated difference in foreign exchange was reclassified to profit and/or loss pro rata to the percentage of disposal.

(5) Inventory

Inventory includes raw materials, supplies, finished goods and work-in-process. Inventory is valued in accordance with the lower of cost or net cash value. When comparing cost and net cash value, except for the homogeneous inventories, it is based on the itemized lower of cost or net cash value. Net realizable value refers to the estimated sale price under normal circumstances net of the estimated cost needed to complete the project and the estimated expenses needed to complete the sale. The cost of inventory is calculated using the weighted average method.

(6) Investment in subsidiaries

The Company has the investment in subsidiaries handled in accordance with the equity method.

Subsidiaries are the entities controlled by the Company.

Under the equity method, investments were originally recognized at cost; the book value after the acquisition date fluctuates along with the distribution of profit or loss from the subsidiaries and other comprehensive profit or loss. In addition, for the changes in the affiliated company’s equity, the Company is entitled to have it recognized proportionately to the shareholding.

When the Company’s change in the ownership of the subsidiary does not result in loss of control, it is treated as an equity transaction. The difference between the book amount of the investment and the fair value of the consideration paid or received shall be directly recognized as equity.

When the Company’s share of losses in a subsidiary equals or exceeds its interest in the subsidiary (including the carrying amount of the subsidiary under the equity method and other long-term interests that are in substance a component of the

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Company’s net investment in the subsidiary), the Company continues to recognize losses in proportion to its equity in the subsidiary.

Acquisition costs in excess of the Company’s share of net identifiable assets and liabilities (i.e. fair value) in a subsidiaries on the date of acquisition are recognized as goodwill. This goodwill includes book value of the investment and is not amortized. Share of net identifiable assets and liabilities (i.e. fair value) in subsidiaries that exceeds acquisition cost on the date of acquisition is recognized as gains for the current year.

In assessing impairment, the Company based on the cash drivers of the financial statements and compared the recoverable amount and book value. If the amount of recoverable assets increased in the future, the reversal of impairment shall be recognized as income. The book value of the reversal of impaired assets shall not exceed the book value before recognition for impairment net of amortization. Subsequent reversal of impairment loss is not allowed.

In the event of loss of control over the subsidiary, the Company shall measure the fair value of the residual investment in the subsidiary on the date loss of control over the subsidiary. The difference between the fair value of the residual investment and the amount of disposal and the book amount of the investment on the date loss of control over the subsidiary is recognized in the profit and loss of the year. In addition, the accounting treatment for the amounts recognized in the other comprehensive income that are related to the subsidiary is same as the accounting principle to be complied with while the Company directly disposing the relevant assets or liabilities.

The unrealized concurrent trade between the company and the subsidiaries stated in the financial statement of individual entities shall be removed. The profit or loss resulting from the countercurrent, and side-stream transactions between the Company and the subsidiary are recognized in the individual financial statement within the range irrelevant with the Company’s interest in the subsidiary.

(7) Investments in affiliates

The company has a significant influence on an affiliated company that is not a subsidiary or joint venture.

The Company adopts the equity method for investment in affiliates.

Under the equity method, investments in the affiliated companies were originally recognized at cost; the book value after the acquisition date fluctuates along with the distribution of profit or loss from the affiliated company and other comprehensive profit or loss. In addition, the changes in the equity of affiliates shall be recognized in proportion to the proportion of shareholding.

Acquisition costs in excess of the Company’s share of net identifiable assets and liabilities (i.e. fair value) in an affiliated company on the date of acquisition are recognized as goodwill. This goodwill includes book value of the investment and is not amortized. Share of net identifiable assets and liabilities (i.e. fair value) in an affiliated company that exceeds acquisition cost on the date of acquisition is recognized as gains for the current year.

When affiliates issue new shares, if the Company fails to subscribe stock share proportionally to their shareholding, resulting in changes in shareholding ratio and thus causing changes in net equity investment, the increase or decrease amount should be adjusted to the additional paid-in capital – recognizing changes in net

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equity of affiliates, and joint under the equity method and investment under equity method. If the Consolidated Company’ did not subscribe to the new shares pro rata to the shareholding percentages and led to a decrease of the shareholding percentages subscribed to or obtained from the affiliate, nevertheless, the amount of other comprehensive income so recognized was reclassified pro rata to the decrease ratio in the affiliate. The accounting management was on the grounds same as the grounds the affiliate must comply with if it directly disposed assets or liabilities. If the aforementioned adjustment must be debited into capital reserve where the balance of capital reserve yielded by the investment in equity method, the difference was debited as retained earnings.

In the event that the Company’s shares of loss in the affiliates equal to or exceed its equity in the affiliates (including the book value of investment in the affiliates in equity method and other long-term interest of the Company’ in the investment composition of the affiliates), the Company’ discontinued recognition of the further losses. The Company’ recognized extra losses and liabilities only in the event of occurrence of legal obligations, presumed obligations or within the scope that the Company’ had made payment on behalf of the affiliate.

When assessing impairments, the Company treats the entire account (including goodwill) as a single asset and tests for impairment by comparing it with recoverable amount and book value. Any impairment losses recognized are presented as part of the book value of the investment. Any reversal of the impairment loss can be recognized within the range of the recoverable amount of the subsequently increased investment.

The Company ceases to adopt the equity method from the date its investment ceases to be an affiliate, and its retained interest in the former affiliate is measured at fair value. The difference between the fair value and the disposal price and the carrying amount of the investment on the date of cessation of the equity method is recognized in profit or loss for the current period. Furthermore, all relevant amounts relevant to the affiliates recognized in other comprehensive income were managed on the accounting grounds same as the grounds which it should comply with if the affiliates directly disposed the relevant assets or liabilities. If the investment in affiliates become an investment in the joint venture, or the investment in the joint venture becomes an investment in affiliates, the Company will continue using the equity method and will not have the reserved equity remeasured.

The profit or loss resulting from the countercurrent, downstream and sidestream transactions between the Company and the affiliated company is recognized in the individual financial statement within the range that is irrelevant to the Company’s interest in the affiliated company.

  • (8) Property, Plant and Equipment

Property, plant and equipment are recognized as costs, and they will be measured by the amount after the costs less the amount of accumulated depreciation and accumulated impairment losses afterwards.

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Those real estate, plant buildings, equipment & facilities under construction were recognized at the amount of the costs after deducting the loss in the accumulated impairment. Cost includes professional service fees and loan costs that qualify for capitalization. When such assets are completed and reach expected use status, such assets will be classified to proper items under real property, plant and equipment and the provision of depreciation shall begin.

The depreciation of each material part of real estate, plants, and equipment should be appropriated independently in accordance with the useful year and a straight-line method. The Company shall review the estimation of life span, residual value and depreciation method at least once a year and extend the effect of changes in applicable accounting policy.

  • In the case of delisting real estate, plants, and equipment, the difference between

  • the net disposal price and the book value of the asset is recognized in profit or loss.

  • (9) Intangible assets

  • Acquired separately

The intangible asset with limited useful life acquired separately was originally measured at cost and subsequently measured at cost, net of accumulated amortization and accumulated impairment losses. Depreciation is recognized using the straight-line method for intangible asset. The estimated useful lives, residual values and depreciation method are reviewed at the end of each yearly reporting period, with the effect of any changes in estimate accounted for on a prospective basis. Intangible asset with indefinite useful lives is measured at cost net of accumulated impairment losses.

  1. Derecognition

In removing intangible assets, the difference between the net proceeds of disposition and the book value shall be recognized as income.

  • (10) Impairment of tangible and intangible assets (except for goodwill).

The Company at each balance sheet date is to assess whether there is any indication of impairment occurring to the tangible and intangible assets (except for goodwill). If there is any indication of impairment occurring, the recoverable amount of the asset should be estimated. If the recoverable amount of an individual asset cannot be estimated, the Company is to estimate the recoverable amount of the respective cash-generating unit. The community assets are amortized to the minimum cash generating unit cluster reasonably and consistently.

The intangible asset with indefinite useful lives and not yet available for use should be tested for impairment at least annually or should be tested when there is an indication of impairment.

The recoverable amount is the fair value net of cost or the value in use whichever is higher. When the recoverable amount of an individual asset or cashgenerating unit is less than its book amount, the book amount of the asset or cashgenerating unit should be reduced to its recoverable amount. The impairment loss is recognized in the profit or loss.

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When the impairment loss was reversed subsequently, the book amount of the asset or cash-generating unit is increased to the adjusted recoverable amount, but the increased book amount may not exceed the book value of the asset or cashgenerating unit or Contract cost-related assets without recognizing the impairment loss in prior periods (net of amortization or depreciation). The reversed impairment loss is recognized in the profit or loss.

  • (11) Non-current assets held for sale

The carrying amount of non-current assets is classified as held for sale when it is expected to be recovered primarily through a sale transaction rather than through continued use. The non-current assets complying with the classification must be available for immediate sale in the current state and the probability of the sale must be highly likely. When the appropriate level of the management commits to sell the plan asset and the sale is expected to be completed within one year from the date of classification, the probability of the sale is highly likely.

  • (12) Financial instrument

When the Company has become a party to the instrument contract, the financial assets and financial liabilities are to be recognized in the individual balance sheet.

For the initial recognition of the financial assets and financial liabilities, if the financial assets or financial liabilities are not measured at fair value through profit or loss, it is measured at fair value plus transaction cost that is directly attributable to the acquisition or issuance of financial assets or financial liabilities. The transaction cost directly attributable to the acquisition or issuance of financial assets or financial liabilities that are measured at fair value through profit or loss is immediately recognized in the profit or loss.

1. Financial asset

The regular way of purchase or sale of financial assets are recognized and derecognized based on the accounting on the transaction date.

(1) Classification of measurement

The types of financial assets held by the Company are financial assets at fair value through profit or loss, financial assets at amortized cost, and investments in equity instruments at fair value through other comprehensive income.

  • A. Financial assets at fair value through profit and loss

Financial assets at fair value through income statement included mandatory fair value through income statement. Financial instruments designated at fair value through income statements included the investment of equity instruments not designated at fair value through other comprehensive income and those not conforming to the standard of debt instruments on the basis of cost after amortization or at fair value through other comprehensive income.

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The financial assets measured at fair value though profit or loss is measured at fair value; also, the profit or loss of revaluation (including any dividend or interest arising from the financial asset) is recognized in the profit and loss. Fair value is determined in the manner described in Note 25.

  • B. Financial assets based on cost after amortization

If the financial assets of the Company met both of the following conditions, classify as financial assets on the basis of cost after amortization:

  • a. Financial assets held under particular mode of operation and the purpose of holding is for the collection of cash flow from contracts; and

  • b. Cash flow generated on particular dates deriving from the contacts and the cash flow is wholly for the payment of principal and interest accrued from the outstanding amount of the principal.

Financial assets on the basis of cost after amortization (including cash and cash equivalents and accounts receivable on the basis of cost after amortization) shall be determined for the total book value under the effective interest rate method after the initial recognition net of the cost of any impairment after amortization for measurement. Any exchange gains or loss will be recognized as income.

Interest income will be the product of effective interest rate and total book value of financial assets except under the following two conditions:

  • a. The interest income of financial assets procured or initiated under credit impairment will be the product of the effective interest rate after credit adjustment and the cost of financial assets after amortization.

  • b. Financial asset that has subsequently become credit-impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of the financial asset.

Cash equivalents include time deposits that are highly liquid, readily convertible into fixed amount of cash with minimal risk of changes in value within 3 months from the acquisition date and are used to meet short-term cash commitments.

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  • C. Investment of equity instruments at fair value through other comprehensive income

The Company may make an irrevocable choice at the time of initial recognition for designating the investment of equity instruments not available-for-sale and not recognized by the acquirer under corporate merger and acquisition or with consideration at fair value through other comprehensive income for measurement.

The investment of equity instruments at fair value through other comprehensive income is measured at fair value. Subsequent changes in fair value will be recognized as other comprehensive income and accumulated into other equity. In the disposition of assets, accumulated gains or loss shall be directly transferred to retained earnings without classification as income.

The dividend of the investment of equity instruments at fair value through other comprehensive income shall be recognized as income when the right of the Company in the collection of dividends is ascertained, unless the dividend is obviously representing the recovery of the cost of investment in part.

(2) Impairment of financial assets

The Company assesses financial assets (including accounts receivable) measured at amortized cost at each balance sheet date based on expected credit losses.

Allowance for loss is recognized for accounts receivable based on the expected credit loss over their life. Other financial assets shall be evaluated for any significant increase of risk from the day of initial recognition. If none is found, recognize for provision for anticipated credit loss along a period of 12 months. If it is, recognize for provision of anticipated credit risk within the perpetuity of the assets.

Anticipated credit loss is the weighted average loss of credit on the basis of the weight of the risk of default. Anticipated credit loss in a period of 12 months means the expected loss of credit from the financial instruments within 12 months due to default. Anticipated credit loss with the perpetuity of the financial instruments means the expected loss of credit from the financial instruments within the perpetuity of these financial instruments.

All impairment of financial assets is recognized through the reduction of the book value of the provisioned account. However, the provision for loss of investment of debt instruments at fair value through comprehensive income shall be recognized as other comprehensive income without the reduction of its book value.

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(3) The derecognition of financial assets

The Company’s financial assets are derecognized only when the contractual rights from the cash flows of a financial asset becomes invalid, or when the financial assets are transferred and almost all the risks and rewards of the asset ownership have been transferred to other enterprises.

When a particular entry of financial assets measured at amortized cost is removed, the difference between its book value and consideration shall be recognized as income. When investments in debt instruments measured at fair value through other comprehensive income are derecognized as a whole, the difference between the carrying amount and the sum of the consideration received plus any cumulative gain or loss recognized in other comprehensive income is recognized in profit or loss. When particular equity instruments measured at fair value through comprehensive income are entirely derecognized, the accumulated gains of loss shall be directly transferred to retained earnings without being classified as profit or loss.

2. Equity instrument

The debt and equity instruments issued by the Company are classified as financial liabilities or equity pursuant to the contractual agreements and the definition of financial liabilities and equity instruments.

An equity instrument issued by the Company is recognized for an amount after deducting the direct issuing cost from the proceeds collected.

The Company’s equity retrieved is debited or credited to the equity. The Company’s equity purchased, sold, issued, or cancelled is not recognized in the profit or loss.

  1. Financial liability

  2. (1) Subsequent measurement

All financial liabilities are evaluated at the amortized cost using the effective interest method.

(2) Derecognition of financial liabilities

When derecognizing financial liabilities, the difference between the book amount and the consideration paid (including any transferred noncash assets or assumed liabilities) is recognized as profit or loss.

  • (13) Provision for liabilities

The recognized liability reserve amount is with the risk and uncertainty of the obligation considered, and it is the optimum estimate of the expenditure required to settle the obligations on the balance sheet date. Provision for liabilities shall be measured based on the discount value of the estimated cash flow for the settlement of obligation.

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Warranty

Product warranties and warranties that promise to customers that the delivered product is as specified in the contract and will work as specified in the contract, shall be measured based on management’s best estimate on the cost to settle the Company’s obligation, and such warranties shall be recognized upon recognition of revenue from the corresponding products.

  • (14) Recognition of revenue

The Company, after identifying the performance obligations, had the transaction price amortized to each performance obligation and recognized as income when the performance obligations were fulfilled.

  1. Commodity sales revenue

Revenue from merchandise sales is derived from sales of electronics, electrochemicals, telecommunications, electrical materials, information products and audio products. The Company recognizes revenue and accounts receivable at the point of delivery of electronics, electrochemicals, telecommunication, electrical materials, information products and audio products to the customer’s designated location, at the time of shipment or at the time of pickup by the customer, when the customer has the right to set the price and use the products and has the primary responsibility for reselling the products and bears the risk of obsolescence of the products. Revenue from the sale of products in self-operated stores is recognized when the products are purchased by customers. Revenue from Internet sales is recognized when the products arrive at the customer’s designated location. Advanced receipts for Internet sales are recognized as contract liabilities until the products arrive.

When the material is supplied for processing, the ownership of the processed product is not transferred; therefore, the income is not recognized when the material is supplied.

2. Licensing revenue

The licensing revenue is determined based on the actual sales volume for trademark licensing transaction.

  • (15) Leases

The Company assesses whether or not the arrangement is (or includes) a lease arrangement on the agreement date

  1. The Company is the lessor.

When the lease term is to have all risks and returns attached to the ownership of assets transferred to the lessee, it is classified as a financing lease. All other leases are classified as operating leases.

Lease payments for operating leases upon deduction of lease incentives are recognized as income on a straight-line basis in relevant lease periods. Initial direct costs generated in the acquisition of operating leases are added to the underlying asset carrying amount and recognized as expenses on a straightline basis in lease periods.

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2. The Company is the lessee.

Except for recognizing low-value asset leases applying to exemption and lease payments for short-term leases being recognized as an expense on a straight-line basis over the lease term, other leases will be recognized as rightof-use assets and lease liabilities at the lease commencement date.

The right-of-use asset is measured at cost (including the amount equal to the lease liability at its initial recognition, lease payments made before the commencement of the lease less any lease incentives received, any initial direct costs incurred by the lessee, and an estimate of costs to be incurred by restoring the underlying asset to the condition required) less any depreciation and any accumulated impairment losses. Additionally, the cost is subsequently adjusted for any remeasurement of the lease liability.

Right-of-use assets are depreciated on a straight-line basis over the period from the commencement date of the lease to expiration of its useful life or expiration of the lease term, whichever date is earlier.

Lease liabilities are measured at the present value of the lease payments (including fixed payments). If the implied interest rate of the lease is easily determined, the lease payments will be discounted to their present value using that interest rate. If such interest rate is not easily determined, the incremental borrowing rate will be used.

Subsequently, the lease liabilities are measured at amortized cost using the effective interest method, and the interest expenses are amortized over the lease term. If changes in indices or rates utilized to determine lease payments lead to changes in future lease payments, the Company should remeasure lease liabilities and adjust right-of-use assets correspondingly. However, if right-ofuse asset carrying amounts have already dropped to zero, remaining remeasurement amounts are recognized as profit or loss. Lease liabilities are presented separately in the balance sheet.

  • (16) Borrowing costs

Borrowing costs directly belonging to acquiring, building or producing assets that meet the requirements are part of the costs of such assets until the completion of all necessary activities that the assets reaching the status of expected use or sale.

In addition to the transaction stated in the preceding paragraph, all other loan costs are recognized as profit and loss upon occurring.

  • (17) Employee welfare

  • Short-term employee benefits

Liabilities relating to short-term employee benefits are measured by the non-discounted amount of the expected payment in exchange for employee services.

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2. Post-employment benefits

Under the defined contribution pension plan, the pension amount appropriated during the service years of the employees is recognized as an expense.

The defined cost of benefit for defined benefit retirement plan (including the cost of service, net interest, and reevaluation) is based on the actuary of projected unit method. The net interests of the service cost (including the service cost for the current period) and net defined benefit liability (asset) are recognized as employee benefit expenses when they occur. The value of second measurement (including the profits and loss under actuary and the return on assets of the plan net or interest) shall be recognized as other comprehensive incomes and as retained earnings, if realized. No reclassification as profits and loss in subsequent periods.

Net defined benefit liability (asset) is the appropriation deficit (surplus) of the defined benefit pension plan. Net defined benefit asset shall not exceed the refund of the appropriated fund or decrease the present value of appropriation of fund in the future.

  1. Termination benefits

The Company has termination benefit liability recognized when the termination benefit contract cannot be revoked or when recognizing the related reorganization cost (whichever is sooner).

  • (18) Share-based payment arrangement

- Equity Settled Share based Payment Agreement to Employees

For equity-settled share-based payment agreement, expenses are recognized on a straight-line basis over the vesting period based on the fair value of the equity instruments at the date of grant and the best estimate of the number of shares expected to be vested, with a simultaneous adjustment to capital surplus – employee stock options. If gain is realized as of the day of transfer, recognize as expenses in full amount as of the transfer day.

The Company revises the estimated number of equity instruments expected to be vested at each balance sheet date. If the original estimate is revised, the effect is recognized in profit or loss so that the accrued expenses reflect the revised estimate, with a corresponding adjustment to capital surplus – employee stock options.

  • (19) Income tax

Income tax expense is the sum of the current income tax and deferred income

tax.

  1. Income tax expenses in the current period

Additional income tax on unappropriated earnings is calculated in accordance with the provisions of the Income Tax Act of the Republic of China, to be recognized in the year of the shareholder resolution meeting.

The adjustment to prior period income tax payable is booked as current income tax.

  • 197 -

2. Deferred tax

Deferred tax is computed in accordance with the temporary differences between the book value of assets and liabilities and the tax bases of taxable income.

Deferred tax liabilities are generally recognized in accordance with all taxable temporary differences. Deferred tax assets are recognized when there are likely to have taxable income available for deductible temporary difference or loss credit.

All taxable provisional differences relevant to the investment in subsidiaries and affiliates were recognized as deferred income tax liabilities, except an event while the Company’ could control the time point of recovery of the control over the provisional difference or while the said provisional difference would be very likely not recoverable in the foreseeable future. The deductible temporary differences related to such investments are recognized as deferred income tax assets when there is likely a sufficient taxable income available for realizing a temporary difference and within the expected reverse in the foreseeable future.

The book amount of deferred income tax asset must be reviewed at each balance sheet date. The book amount of those that no longer have any sufficient taxable income to recover all or part of the asset, should be adjusted down. Those that are not originally recognized as deferred income tax assets should also be reexamined at each balance sheet date. The book amount of those that are likely to generate taxable income in the future for the recovery of all or part of its assets should be adjusted up.

Deferred income tax assets and liabilities are measured in accordance with the expected liability liquidation or the tax rate in the period when the asset is realized. The tax rate is based on the tax rate and tax laws that are legislated or substantively legislated at the balance sheet date. The measurement of deferred income tax liabilities and assets reflects the tax effect resulting from the book amount of the assets and liabilities expected to be recovered or liquidated at the balance sheet date.

3. Current & deferred income taxes

Current and deferred income taxes are recognized in the profit or loss, except for the current and deferred income taxes related to the items recognized in other comprehensive profit or loss or directly included in the equity are recognized in the other comprehensive profit or loss or directly included in the equity.

If the current income tax or deferred income tax is resulting from a business merger, the income tax effect is included in the accounting process for business merger

  • 198 -

5. Main source of significant accounting judgment, estimates and assumptions uncertainty

When adopting accounting policy, the management of the Company shall make related judgments, estimations, and assumptions for information that cannot be easily retrieved from other sources based on historical experiences and other relevant factors. Actual results may differ from the estimates.

The Company has taken the economic impact of the coronavirus pandemic into consideration for significant accounting estimates, and management will review the estimates and underlying assumptions on an ongoing basis. If the amendment affects only the current estimates, it is recognized in the current period. If the amendment of accounting estimates affects both current and future periods, it is recognized in the respective current and future periods.

6. Cash and cash equivalents

and future periods.
Cash and cash equivalents
Cash on hand and working capital
Bank checks and demand deposits
Cash equivalents (Investment with
the original maturity date within
three months)
Bonds under repurchase
agreement
Bank time deposit
December31,2020
$ 2,885
378,905
50,000

-
$ 431,790
December31,2019






$ 2,260
235,699
59,960
419,720
$ 717,639

The interest rate ranges for bank deposits and bonds with repurchase agreements as of the balance sheet date were as follows:

the balance sheet date were as follows:
Bank time deposit
Bonds under repurchase agreement
December31,2020
-
0.25%
December31,2019
2.25%~2.47%
2.25%~2.50%

7. Financial assets at fair value through other comprehensive profit or loss

Non-current
Investment of equity instruments at
fair value through other
comprehensive income
December 31, 2020
$ 418,903
December 31, 2019 December 31, 2019
$ 515,225
  • 199 -

Investment of equity instruments at fair value through other comprehensive income

Non-current
Domestic investment
Unlisted stock
Common stock of Nucom
International Corporation
Common stock of Chinese
Television System Inc.
Common stock of WK
ASSOCIATES LTD.
Common stock of Pushi Venture
Capital Co., Ltd.
Common stock of WK VIII
ASSOCIATES LTD.
Common stock of
MICROMAX
INTERNATIONAL CORP.
Subtotal
Foreign investment
Unlisted stock
Common stock of GRACE
THW HOLDING
December 31, 2020
$ 31,576
103,392
4,671
7,084
4,352

12,471
163,546
255,357
$ 418,903
December 31, 2019 December 31, 2019










$ 30,552
122,219
7,123
10,258
5,878
12,234
188,264
326,961
$ 515,225

The Company invested in the aforementioned common shares of companies in line with its long-term investment strategic objective with the anticipation of return from longterm investment. The management of the Company holds that the short-term fluctuation in the fair value of these investments shall be recognized as income or loss and is not congruent with the aforementioned long-term investment plan, therefore they chose to designate these investments as financial assets at fair value through other comprehensive income.

8. Financial assets based on cost after amortization

Current
Domestic investment
Time deposit with the original
maturity date over three
months
December 31, 2020
$ 217,907
December 31, 2019 December 31, 2019
$ 179,880

As of December 31, 2020 and 2019, the interest rate ranges for time deposits with original maturities over 3 months were 0.57% to 0.72% and 2.55% to 2.75% per annum.

  • 200 -

9. Notes receivable, accounts receivable, and other accounts receivable

Notes receivable
Measured at amortized cost
Total carrying amount – non-related
parties
Total carrying amount – related
parties
Less: Allowance for losses
Accounts receivable
Measured at amortized cost
Total carrying amount – non-related
parties
Total carrying amount – related
parties
Less: Allowance for losses
Other receivables
Other receivables – non-related parties
Other receivables – related parties
Less: Allowance for losses
Overdue receivables (Note 15)
Overdue receivables
Less: Allowance for losses
December31,2020
$ 114,410
-
(
4,004)
$ 110,406
$ 288,132
453
(
26,615)
$ 261,970
$ 11,831
4,598
(
575)
$ 15,854
$ 32,713
(
30,137)
$ 2,576
December31,2019 December31,2019

(


(


(


(

(


(


(


(
$ 108,714
9

3,805)
$ 104,918
$ 280,848
258

22,906)
$ 258,200
$ 9,515
17,912

960)
$ 26,467
$ 32,812

30,236)
$ 2,576

The average credit period for product sales ranges from 30 to 120 days, and no interest is charged on accounts receivable.

The Company will recognize the lifetime expected credit losses as loss allowance for accounts receivable. The full lifetime expected credit losses are calculated using Provision Matrix, which considers the historical default records and current financial status, industry economic conditions, as well as GDP forecast and industry outlook. Due to the historical experience of credit losses of the Company, there is no significant difference in the loss patterns of different customer groups. Therefore, the provision matrix does not further distinguish the customer base, and only sets the expected credit loss rate based on the overdue days of receivables.

If there is evidence that the counterparty is facing serious financial difficulties and the Company cannot reasonably expect the recoverable amount back, the Company will directly write off the relevant accounts receivable, but will continue its recourses, and the amount recovered will be recognized in profit or loss.

  • 201 -

The Company measures loss allowance of receivables based on provision matrix as follows:

December 31, 2020

Not overdue
Overdue 1 to
30 days
Overdue 31
to 60 days
Overdue 61
to 90 days
Overdue for
more than 90
days
Total
Total book value
$ 397,102 $ 14,155 $ 6,425 $ 1,742 $ 32,713 $ 452,137
Allowance for loss
(expected credit loss of
the given duration)
(
25,108)
(
2,783)
(
2,371)
(
932)
(
30,137)
(
61,331)
Amortized cost
$ 371,994
$ 11,372
$ 4,054
$ 810
$ 2,576
$ 390,806
December 31, 2019
Not overdue
Overdue 1 to
30 days
Overdue 31
to 60 days
Overdue 61
to 90 days
Overdue for
more than 90
days
Total
Total book value
$ 404,774 $ 12,445 $ 37 $ - $ 32,812 $ 450,068
Allowance for loss
(expected credit loss of
the given duration)
(
27,093)
(
569)
(
9)

-
(
30,236)
(
57,907)
Amortized cost
$ 377,681
$ 11,876
$ 28
$ -
$ 2,576
$ 392,161
The expected credit loss rate for each of the above-mentioned ranges is less than 50%
for those who are not overdue and those who are less than 60 days overdue, and 50% to
100% for those who are more than 60 days overdue.
Information on the changes in the allowance for losses on receivables is as follows:
2020
2019
Balance, beginning of year
$ 57,907
$ 60,541
Add: Recovery of bad debts written
off
1,583
390
Add: Impairment loss provided for
the year
1,841
-
Less: Reversal of impairment loss
for the year

-
(
3,024 )
Balance, end of year
$ 61,331
$ 57,907
Inventory
December31,2020
December31,2019
Finished good
$ 148,933
$ 159,457
Work in progress
33,663
13,473
Material
263,947
476,168
Merchandise

632,947

566,733
$ 1,079,490
$ 1,215,831
Not overdue
Overdue 1 to
30 days
Overdue 31
to 60 days

Overdue 61
to 90 days

Overdue for
more than 90
days

Overdue for
more than 90
days

Overdue for
more than 90
days
Total
$ 397,102
(
25,108)

$ 371,994

Not overdue
$ 14,155
(
2,783)

$ 11,372

Overdue 1 to
30 days
$ 6,425
(
2,371)

$ 4,054

Overdue 31
to 60 days
$ 1,742
(
932)

$ 810

Overdue 61
to 90 days
$ 32,713
(
30,137)

$ 2,576

Overdue for
more than 90
days

(
$ 452,137

61,331)
$ 390,806
Total
$ 60,541
390
-
(
3,024 )
$ 57,907
December31,2019


$ 159,457
13,473
476,168
566,733
$ 1,215,831

The expected credit loss rate for each of the above-mentioned ranges is less than 50% for those who are not overdue and those who are less than 60 days overdue, and 50% to 100% for those who are more than 60 days overdue.

10. Inventory

Cost of goods sold related to inventories amounted to $5,163,076 thousand and $4,846,415 thousand for 2020 and 2019, respectively. Cost of goods sold includes losses of $(9,209) thousand and $4,903 thousand for the decline in value of inventories (gain on reversal).

  • 202 -

As of December 31, 2020 and 2019, the allowance for decline in value of inventories and allowance for slow moving amounted to $50,504 thousand and $59,713 thousand, respectively.

11. Investment under the equity method

respectively.
Investment under the equity method
Investment in subsidiaries
Investments in affiliates
(1)
Investment in subsidiaries

Non-public/non-OTC companies
AMIGO LOGISTICS
CORPORATION
New Swell International
Investment Co., Ltd.
QUANBAO INVESTMENT
CO., LTD.
DEBAO HOME
APPLIANCE CO., LTD.
SAMPO HOME INC.
SAMPO JAPAN INC.
Add: Long-term investment
credited to other liabilities
Less: Transfer to treasury stock
December31,2020
$ 1,589,554
2,739,654
$ 4,329,208
December31,2020
$ 451,538
82,360
1,010,618
103,259
420,298

5,627
2,073,700
-
(
484,146)
$ 1,589,554
December31,2019
$ 1,555,449
2,488,254
$ 4,043,703
December31,2019




(
$ 414,784
215,947
965,514
(
147,315 )
437,245

6,105
1,892,280
147,315
(
484,146)
$ 1,555,449

The Company’s ownership and voting rights in the equity of the subsidiary at the balance sheet date is as follows:

the balance sheet date is as follows:
Subsidiaryname
AMIGO LOGISTICS
CORPORATION
New Swell International
Investment Co., Ltd.
QUANBAO INVESTMENT CO.,
LTD.
DEBAO HOME APPLIANCE
CO., LTD.
SAMPO HOME INC.
SAMPO JAPAN INC.
Percentage of ownership interest and voting
rights
December 31, 2020
49%
100%
100%
100%
100%
100%
December 31, 2019
49%
100%
100%
100%
100%
100%

In August 2019, the board of directors of AMIGO LOGISTICS CORPORATION resolved to reduce the capital by $48,209 thousand in proportion to shareholding, and the Company recovered $23,505 thousand in proportion to the Company’s shareholding, resulting in a 49% shareholding after the capital reduction.

  • 203 -

In May 2019, the board of directors of New Swell International Investment Co., Ltd. resolved to reduce the capital and return the share price of $555,390 thousand in cash, after which the Company’s shareholding was 100%.

In August 2020, the Board of Directors of Sampo Home Appliance Co., Ltd. resolved to increase the capital by $200,000 thousand in cash, and the Company’s shareholding was 100% after the increase.

Please refer to Exhibit 4 for the details of the Company’s indirect investment in subsidiaries.

The shares of profit or loss and other comprehensive income of the subsidiaries using the equity method for the years ended December 31, 2020 and 2019 were recognized based on the audited financial statements of each subsidiary for the same period.

  • (2) Investments in affiliates

December 31, 2020 December 31, 2019 A major affiliated company RECHI PRECISION CO.,LTD. $ 2,739,654 $ 2,488,254

A major affiliated company Company name December 31, 2020 December 31, 2019 Listed companies RECHI PRECISION CO.,LTD. 27% 27%

Level 1 fair value information of affiliated companies with quoted prices in the open market is as follows.

Company name December 31, 2020 December 31, 2019 RECHI PRECISION CO.,LTD. $ 2,834,252 $ 3,103,762

The Company measures all of the above affiliates using the equity method.

The following summarized financial information is based on the consolidated financial report of all the affiliates in conformity with IFRSs and reflected the adjustments made due to the adoption of the equity method.

RECHI PRECISION CO.,LTD.

RECHI PRECISION CO.,LTD.
Current asset
Non-current assets
Current liability
Non-current liabilities
Equity
Non-controlling interests
December 31, 2020
$ 20,343,375
9,083,696
( 13,601,152 )
(
5,546,112)
10,279,807
(
1,441,564)
$ 8,838,243
December 31, 2019
$ 17,304,310
9,383,670
( 10,982,594 )
(
6,253,485)
9,451,901
(
1,526,062)
$ 7,925,839

(Continued on next page)

  • 204 -

(Continued from previous page)

from previous page)
The Company’s shareholding
percentage
The Company’s interests
Unrealized profits and losses in
upstream transactions
Goodwill
Book value of investment
Operating revenues
Net profits for the year
Other comprehensive income
Total comprehensive income
Dividends received from RECHI
PRECISION CO., LTD.
December 31, 2020
27%
$ 2,373,952
(
31 )

365,733
$ 2,739,654
$ 19,338,213
$ 722,644

471,130
$ 1,193,774
$ 67,763
December 31, 2019
27%
$ 2,122,539
(
18 )

365,733
$ 2,488,254
$ 20,193,662
$ 649,166
(
450,600)
$ 198,566
$ 162,288

For information on the business nature, principal place of business and country of registration of the aforementioned affiliated companies, please refer to Exhibit 4, “Information on Investees, Location, etc.”

12. Property, Plant and Equipment

Cost
Balance as of January 1, 2020

Addition
Disposal

Reclassification

Balance as of December 31,
2020

Accumulated depreciation and
impairment
Balance as of January 1, 2020

Disposal
depreciation expense

Balance as of December 31,
2020
Net as of December 31, 2020

Cost
Balance as of January 1, 2019

Addition
Disposal
Reclassification

Balance as of December 31,
2019

Accumulated depreciation and
impairment
Balance as of January 1, 2019

Disposal
depreciation expense

Balance as of December 31,
2019
Net as of December 31, 2019
Proprietaryland Building Machinery
equipment
Mold equipment Transportation
equipment
Other equipment Construction in
progress
Total

(












$ 3,219,383

36,536

287,519 )
27,443

$ 2,995,843

$ 32,518

-

-

$ 32,518

$ 2,963,325

$ 3,219,383

-
-
-

$ 3,219,383

$ 32,518

-
-

$ 32,518

$ 3,186,865

(



(









$ 940,885

2,168

266,804 )
-

$ 676,249

$ 763,828


192,175 )
22,624

$ 594,277

$ 81,972

$ 929,605

11,280
-
-

$ 940,885

$ 739,743

-
24,085

$ 763,828

$ 177,057

(



(




(



(


$ 144,576

-

199 )
-

$ 144,377

$ 142,017


199 )
382

$ 142,200

$ 2,177

$ 144,499

177

100 )
-

$ 144,576

$ 141,691


100 )
426

$ 142,017

$ 2,559


(



(





(






$ 500,980


25,268

10,948 )
-

$ 515,300

$ 455,248


170 )
25,511

$ 480,589

$ 34,711

$ 478,594


24,503

2,117 )
-

$ 500,980

$ 424,750


-
30,498

$ 455,248

$ 45,732

(



(











$ 22,339

4,862

750 )
-

$ 26,451

$ 20,053


750 )
1,048

$ 20,351

$ 6,100

$ 22,339

-

-
-

$ 22,339

$ 18,144


-
1,909

$ 20,053

$ 2,286

(



(




(



(


$ 240,954

780

17,554 )
256

$ 224,436

$ 222,954


17,554 )
5,246

$ 210,646

$ 13,790

$ 239,701

5,795

4,542 )
-

$ 240,954

$ 221,743


4,543 )
5,754

$ 222,954

$ 18,000


(














$ 451,258

494,862

-


27,699)

$ 918,421

$ -


-
-

$ -

$ 918,421

$ 103,127

348,131

-

-

$ 451,258

$ -


-
-

$ -

$ 451,258

(



(




(



(


$ 5,520,375
564,476

583,774 )
-
$ 5,501,077
$ 1,636,618

210,848 )
54,811
$ 1,480,581
$ 4,020,496
$ 5,137,248
389,886

6,759 )
-
$ 5,520,375
$ 1,578,589

4,643 )
62,672
$ 1,636,618
$ 3,883,757

The Company depreciates its property, plant and equipment on a straight-line basis over the following useful lives.

following useful lives.
Building 2–60 years
Main structure 60 years
Mechanical and electrical power equipment 15 years
Engineering System 4 years
Others 2–10 years
Machinery equipment 5–15 years
Transportation equipment 5–7 years
Mold equipment 2–3 years
Other equipment 2–20 years
  • 205 -

There was no indication of impairment of the above listed property, plant and equipment as assessed by the management in 2020 and 2019.

Please refer to Note 13 for a description of the sale and leaseback of land and buildings in 2020.

For the amount of property, plant and equipment pledged as collateral for loans, please refer to Note 27.

13. Lease agreement

  • (1) Right-of-use assets
refer to Note 27.
agreement
Right-of-use assets
Carrying amount of right-of-
use assets
Building
Transportation equipment
Addition of right-of-use assets
Depreciation expense of right-
of-use assets
Building
Transportation equipment
December 31, 2020
$ 46,314

5,030
$ 51,344
2020
$ 19,297
$ 14,653

2,889
$ 17,542
December 31, 2019




$ 50,284
9,637
$ 59,921
2019






$ 4,974
$ 12,918
3,068
$ 15,986
  • (2) Lease liabilities

December 31, 2020 December 31, 2019 Carrying amount of lease liabilities Current $ 62,322 $ 15,440 Non-current $ 27,615 $ 44,919

The range of discount rates for lease liabilities is as follows: The range of discount rates for lease liabilities is as follows:
December 31, 2020 December 31, 2019
Building 1.50% 1.50%
Transportation equipment 1.50% 1.50%
  • 206 -

(3) Important lease activities and terms

The Company leases certain buildings for plant and office use for a period of 1 to 5 years. Upon termination of the lease term, the Company has no preferential right to acquire the leased building and the Company shall not sublease or transfer all or part of the subject of the lease without the consent of the lessor.

In order to activate assets, the Company sold the land and above-ground buildings in the Dinghu Section of Guishan District, Taoyuan City to a non-related party, Genyi Construction Co., Ltd. in July 2020, for a total of $1,781,470 thousand after deducting business tax and intermediary commissions and other related expenses. Subsequently, due to the time required to vacate the original plant, it was leased back for a period of one year and three months. The leaseback transaction resulted in a right-to-use asset of $11,994 thousand and a lease liability of $59,403 thousand. Therefore, the transferred gain on disposal of land and above-ground buildings was $1,371,913 thousand, which was recorded under “Gain on disposal of property, plant and equipment.”

(4) Other lease information

property, plant and equipment.”
Other lease information
Short-term lease expense
Total cash (outflow) of leases
2020
$ 53,004
$ 79,708)
2019

(

(
$ 51,299
$ 66,822)

The Company has elected to apply the recognition exemption to building leases that qualify as short-term leases and does not recognize the related right-of-use assets and lease liabilities for such leases.

14. Other assets

and lease liabilities for such leases.
Other assets
Current
Prepayment of foreign letters of
credit loan
Prepayment for goods
Prepaid rental
Prepaid lease payments
Temporary payments
Prepaid expenses and others
Non-current
Overdue receivables (Note 9)
Prepaid expenses and others
Refundable deposits
December31,2020
$ 170,310
139,583
2,157
15,086
3,363

76,371
$ 406,870
$ 2,576
380

9,909
$ 12,865
December31,2019











$ 82,112
53,200
3,930
17,923
37,681
60,960
$ 255,806
$ 2,576
2,092
44,007
$ 48,675
  • 207 -

15. Loans

  • (1) Short-term borrowings
s
Short-term borrowings
Unsecured loans
- Credit facility borrowings
December31,2020
$ -
December31,2019
$ 60,000

The interest rate on bank loans for operating turnover was 1.043% in 2019.

  • (2) Short-term bills payable
Short-term bills payable
Commercial papers payable
Less: Discount of short-term
notes and bills payable
December31,2020
$ -

-
$ -
December31,2019



(
$ 490,000
215)
$ 489,785

The short-term bills payable but not yet due were enumerated below:

December 31, 2020: None

December 31, 2019
Guarantee/underwritin
g institutions
Commercial papers
payable (1)
International Bills
Finance Corporation
Mega Bills Finance
Co., Ltd.
Mega Bills Finance
Co., Ltd.
Face amount
$ 200,000
180,000
110,000
$ 490,000
Discounted
amount

( $ 115 )
(
49 )
(
51)
($ 215)
Carrying amount Carrying amount




$ 199,885
179,951
109,949
$ 489,785

The interest rate range of short-term bills payable for 2019 was 1.038% to 1.058%.

(3) Long-term borrowings

Bank of Taiwan

Bank of Taiwan
Borrowing Contents
Total amount of loans:
NTD600,000 thousand
Nature of Borrowing:
Medium and long-term mortgage
loans
Loan period:
2017.8.22–2022.7.20
Borrowing interest rate:
1.46%
Repayment method:
Each loan will be repaid in one
lump sum on the agreed settlement
date.

Total amount of loans:
NTD400,000 thousand
Nature of Borrowing.:
Medium and long-term mortgage
loans
Loan period:
2019.11.25–2020.01.14
Borrowing interest rate:
1.06%
Repayment method:
Each loan will be repaid in one
lump sum on the agreed settlement
date.
December31,2020 December31,2019
$ 600,000
400,000
$ -

-

(Continued on next page)

  • 208 -

(Continued from previous page)

Bank of Taiwan

Bank of Taiwan

KGI Bank

KGI Bank

Hua Nan Commercial
Bank

Chang Hwa Bank

Less: Long-term loans
due within one
year
Borrowing Contents
Total amount of loans:
NTD100,000 thousand
Nature of Borrowing:
Medium and long-term mortgage
loans
Loan period:
2019.12.24–2020.02.04
Borrowing interest rate:
1.06%
Repayment method:
Each loan will be repaid in one
lump sum on the agreed settlement
date.

Total amount of loans:
NTD600,000 thousand
Nature of Borrowing:
Medium and long-term mortgage
loans
Loan period:
2020.06.01–2023.05.20
Borrowing interest rate:
1.15%
Repayment method:
Each loan will be repaid in one
lump sum on the agreed settlement
date.
Total amount of loans:
NTD300,000 thousand
Nature of Borrowing.
Medium-term borrowings
Loan period:
2019.01.25–2022.01.25
Borrowing interest rate:
1.22%
Repayment method:
From 2021.01.25, Repayment of
60 million every 3 months for a
total of 5 installments.
Total amount of loans:
NTD300,000 thousand
Nature of Borrowing:
Medium-term borrowings
Loan period:
2020.10.30–2023.10.30
Borrowing interest rate:
1.08656%
Repayment method:
From 2022.10.30, Repayment of
60 million every 3 months for a
total of 5 installments.
Total amount of loans:
NTD150,000 thousand
Nature of Borrowing:
Medium-term borrowings
Loan period:
2019.06.21–2021.06.21
Borrowing interest rate:
1.25%
Repayment method:
Each loan will be repaid in one
lump sum on the agreed settlement
date.
Total amount of loans:
NTD100,000 thousand
Nature of Borrowing:
Medium-term borrowings
Loan period:
2017.07.04–2020.07.03
Borrowing interest rate:
1.40%
Repayment method:
From 2019.10.04, repayment of 25
million every 3 months for a total
of 4 installments.

December31,2020
$ -

600,000
-
300,000
-
-
900,000
-

$ 900,000
December31,2019





(
$ 100,000
-
300,000
-
150,000
75,000
1,625,000

575,000)
$ 1,050,000

The Company provides property, plant and equipment to financial institutions as collaterals for long-term loans, please refer to Note 27 for details of the collaterals.

  • 209 -

16. Other Liabilities

Other Liabilities

Current
Other payables
Salaries and bonuses payable
(including employee profit sharing
remuneration)
Pensions payable
Advertising expenses payable
Electronics disposal expenses payable
Other accrued expenses
Other Liabilities

Contract liability
Refund liability
Non-current

Other Liabilities
Credit balance of investment
accounted for using the equity
method
Temporary receipts
Deposits received
Others
December31,2020
$ 212,508
2,332
21,782

20,303
106,419
$ 363,344

$ 22,067
303,658
$ 325,725

$ -
35,826
300

730
$ 36,856
December31,2019



















$ 155,183
2,143
19,049
14,675
106,803
$ 297,853
$ 37,033
303,424
$ 340,457
$ 147,315
55,065
300
934
$ 203,614

For a description of the nature of the Company’s refund liability, see Note 20.

17. Provision for liabilities

Provision for liabilities

Current
Warranty (1)

Non-current
Warranty (1)
Reserve for compensation (2)
December31,2020
$ 72,845

$ 7,265

99,216
$ 106,481
December31,2019







$ 69,589
$ 7,174
99,216
$ 106,390
Balance as of January 1, 2020

Provision for the year

Balance as of December 31,
2020
Balance as of January 1, 2019

Reversal for the year

Balance as of December 31,
2019
Warranty
$ 76,763
3,347
$ 80,110
$ 79,958
3,195)
$ 76,763
Reserve for
compensation
$ 99,216
-
$ 99,216
$ 99,216
-
$ 99,216
Total




(









(
$ 175,979

3,347
$ 179,326
$ 179,174

3,195)
$ 175,979
  • 210 -

  • (1) Warranty liabilities reserve is based on the sale of goods contract and it is the best estimated present value of the future economic outflow due to warranty liabilities estimated by the management of the Company. The estimates are based on historical warranty experience and are subject to adjustment due to new raw materials, process changes or other events that affect product quality.

  • (2) Please refer to Note 28(2) for the description of reserve for compensation.

18. Post-employment benefit plans

  • (1) Defined contribution plans

The pension system of the “Labor Pension Act” that is applicable to the Company is a defined contribution pension plan subject to government management with an amount equivalent to 6% of the monthly salary appropriated and contributed to the personal account with the Bureau of Labor Insurance.

  • (2) Defined benefit plans

The company within the Company has a pension plan arranged in accordance with the “Labor Standard Law” of the Republic of China that was a defined benefit pension plan. Pension payment is calculated in accordance with the years of service and the average salary six months prior to the authorized retirement date. The Company has pension appropriated for an amount equivalent to 15% of the total monthly salary and the fund is deposited in the account with the Bank of Taiwan in the name of the Labor Pension Reserve Committee. If the estimated balance of the special account before the end of the year is not enough to pay for the workers who are expected to meet the retirement requirements in the following year, the difference will be appropriated in one lump sum by the end of March of the following year. The special account has been commissioned to the Bureau of Labor Fund of the Ministry of Labor Affairs for management. The Company contained in the financial statements exercises no influence on the right of the bureau in its investment management strategy.

The amount of defined benefit plan recognized in the individual balance sheet is shown below:

shown below:
Present value of the defined
benefit obligations
The fair value of plan assets
Net defined benefit liabilities
December 31, 2020
$ 572,624
(204,235)
$ 368,389
December 31, 2019

(

(
$ 580,240
184,439)
$ 395,801
  • 211 -

Change in net defined benefit liability is shown below

Balance as of January 1, 2019
service costs
Service cost for the period
Interest expenses (income)

Recognized in profit or loss

Reevaluation
Planned ROE (except the
amount of net interest)
Actuarial (gains) losses –
Changes in Demographic
Assumptions
Actuarial (gains) losses –
Change in financial
assumptions
Actuarial (gains) losses –
adjustment through
experience
Recognized in other
comprehensive income
Employer appropriation
Benefits paid

Balance as of December 31,
2019
service costs
Service cost for the period
Interest expenses (income)

Recognized in profit or loss

Reevaluation
Planned ROE (except the
amount of net interest)
Actuarial (gains) losses –
Changes in Demographic
Assumptions
Actuarial (gains) losses –
Change in financial
assumptions
Actuarial (gains) losses –
adjustment through
experience
Recognized in other
comprehensive income
Employer appropriation
Benefits paid

Balance as of December 31,
2020
Present value
of the defined
benefit
obligations
$ 578,091

4,361

6,503


10,864

-

4,808
21,287

7,272


33,367

-

(
42,082)

580,240

3,763

4,352


8,115

-

214
13,735

2,076


16,025

-

(
31,756)

$ 572,624
The fair value
of plan assets
( $ 163,959 )
-
(
1,929)

(
1,929)

(
5,288)

-
-

-
(
5,288)

(
13,263 )

-

(184,439)

-
(
1,433)

(
1,433)

(
5,817)

-
-

-
(
5,817)

(
12,546 )

-

($ 204,235)
Net defined
benefit
liabilities





(





(
$ 414,132
4,361

4,574

8,935
(
5,288)
4,808
21,287

7,272

28,079
(
13,263 )
(
42,082 )
395,801
3,763

2,919

6,682
(
5,817)
214
13,735

2,076

10,208
(
12,546 )
(
31,756 )
$ 368,389
  • 212 -

The pension fund system of the company contained in the financial statements is exposed to the following risks due to the “Labor Standards Act”:

  1. Investment risk: The Bureau of Labor Fund of the Ministry of Labor Affairs uses the labor pension fund for investment in domestic and foreign equity securities and debt securities, and as bank deposits through proprietary trade or commissioned third parties. However, the amount attributable to the planned asset of the Company contained in the financial statements shall not fall below the interest rate offered by the banks in the regions or countries of investment for 2-year time deposit as return.

  2. Interest rate risk: The decrease of the interest rate of government bonds and corporate bonds will cause the present value of the defined benefit obligations to go up; however, the return on the debt of the plan assets will go up too; therefore, they will mutually offset the impact on the net defined benefit liabilities.

  3. Salary risk: the calculation of the present value of defined benefit obligation is based on the salaries of the members in the plan of the future. As such, an increase of the salaries of the members of the plan is bound to increase the present value of defined benefit obligation.

The defined benefit obligation of the company contained in the financial statements is based on the actuarial calculation of the actuary and the major assumption as of the evaluation day is shown below:


Discount rate
The expected rate of increase in
salaries
December 31, 2020
0.50%
2.50%
December 31, 2019
0.75%
2.50%

In case of reasonable and possible change in the major actuarial assumptions, and other assumptions remained unchanged, the amount of increase (decrease) in the present value of defined benefit obligation will be:


Discount rate
Increase by 0.25%
Decrease by 0.25%
The expected rate of increase in
salaries
Increase by 0.25%
Decrease by 0.25%
December31,2020
($ 13,735)
$ 14,230
$ 13,714
($ 13,310)
December31,2019 December31,2019
(


(
(


(
$ 14,362)
$ 14,898
$ 14,389
$ 13,947)

Actuarial assumptions may be inter-related. The possibility of change in specific assumption is not high. The aforementioned sensitivity analysis may not be able to reflect the actual change in the present value of defined benefit obligation.

Amount projected for
appropriation in 1 year
Average maturity of defined
benefit obligation
December 31, 2020
$ 12,580
10.2years
December 31, 2019 December 31, 2019
$ 13,200
10.6years
  • 213 -

19. Equity

  • (1) Capital stock

Common share

(1) Capital stock
Common share
(2)
Authorized number of shares (thousand
shares)
Authorized capital

Number of shares issued and fully paid
(in thousands)
Capital stock issued

Capital surplus
For loss make-up, payment in cash or
capitalization as equity (1)
Treasury stock transaction
Gain on disposal of assets
The differences between carrying
amount and market price of actual
acquisition or disposal of shares in
subsidiaries.
Only for loss make-up
Changes in net equity in affiliated
companies and joint ventures
recognized under the equity method
(2)
December31,2020

1,500,000
$ 15,000,000

387,200
$ 3,872,000
December 31, 2020
$ 34,376
50
2,090

135,183
$ 171,699
December31,2019

1,500,000
$ 15,000,000

387,200
$ 3,872,000
December 31, 2019




$ 14,824
50
2,069
134,431
$ 151,374
  1. Such additional paid-in capital can be used to make up for losses; also, when the company is without any loss, it can be applied for cash distribution or capitalization. However, it is limited to a certain percentage of the annual paidin capital for the purpose of capitalization.

  2. Such additional paid-in capital is the equity trade effect recognized due to the changes in the subsidiary’s equity when the Company has not actually acquired or disposed the equity of the subsidiary, or the amount of adjustment to the additional paid-in capital of the subsidiary recognized under the equity method.

A reconciliation of the balances of various types of capital surplus for 2020 and 2019 is as follows

2019 is as follows
Balance as of January 1, 2020

Transfer of treasury shares to
employees
Changes in affiliates and joint
ventures recognized under the
equity method
Treasury stock
transaction
Gain on disposal
of assets
Changes in
affiliates and
joint ventures
recognized
under the equity
method
The differences
between
carrying amount
and market price
of actual
acquisition or
disposal of
shares in
subsidiaries.
Total
$ 14,824
3,670
-
$ 50


-

-
$ 134,431
-
752
$ 2,069


-

-
$ 151,374
3,670
752

(Continued on next page)

  • 214 -

(Continued from previous page)

Adjustment of capital surplus by
dividends paid to subsidiaries
The differences between
carrying amount and market
price of actual acquisition or
disposal of shares in
subsidiaries.

Balance as of December 31,
2020
Balance as of January 1, 2019

Changes in affiliates and joint
ventures recognized under the
equity method
Adjustment of capital surplus by
dividends paid to subsidiaries
The differences between
carrying amount and market
price of actual acquisition or
disposal of shares in
subsidiaries.

Balance as of December 31,
2019
Treasury stock
transaction
Treasury stock
transaction
Gain on disposal
of assets
Gain on disposal
of assets
Changes in
affiliates and
joint ventures
recognized
under the equity
method
Changes in
affiliates and
joint ventures
recognized
under the equity
method
The differences
between
carrying amount
and market price
of actual
acquisition or
disposal of
shares in
subsidiaries.
The differences
between
carrying amount
and market price
of actual
acquisition or
disposal of
shares in
subsidiaries.
Total






$ 15,882
-

$ 34,376

$ -
-

14,824
-

$ 14,824







$ -

-

$ 50

$ 50

-

-
-

$ 50





$ -
-

$ 135,183
$ 130,748
3,683
-
-

$ 134,431






(
$ -

21

$ 2,090

$ 2,135


-

-

66)

$ 2,069




(
$ 15,882
21
$ 171,699
$ 132,933
3,683
14,824

66)
$ 151,374

(3) Retained earnings and Dividend Policy

According to the Articles of Incorporation, the policy for the distribution of earnings stated that if there is a surplus after account settlement of the fiscal year, the company shall pay applicable taxes and cover loss carried forward, followed by the allocation of 10% of the remainder as legal reserve, and appropriate for special reserve or reverse special reserve. If there is still a balance, it will be pooled up with the undistributed earnings carried forward from previous years for distribution as shareholder dividend under a proposal prepared by the Board subject to the final approval of the General Meeting of Shareholders. See Note 21, “7. Remuneration to Employees and Directors” for the Company’s policy on the distribution of employee and director remuneration under the Articles of Incorporation.

The Company’s dividend policy is to distribute dividends to shareholders in cash or in stock, with cash dividends being no less than 10% of the total dividends, in accordance with the Company’s current and future development plans and taking into account the investment environment, capital requirements and domestic and international competition, and the interests of shareholders.

Legal reserve shall be allocated up to the amount equivalent to the paid-in capital of the company. Legal reserve could be allocated for covering loss carried forward. If there is no loss, the amount of legal reserve in excess of the paid-in capital by 25% could be allocated as capital stock and paid out as cash dividend.

  • 215 -

The Company has special reserve appropriated and reversed in accordance with the Jin-Guan-Zhen-Fa-Zi No. 1010012865 Letter, Jin-Guan-Zhen-Fa-Zi No. 1010047490 Letter, Jin-Guan-Zhen-Fa-Zi No. 1030006415 Letter and “Appropriation of Special Reserve Q&A after the Adoption of International Financial Reporting Standards (IFRSs).

At the shareholders’ meetings held on June 12, 2020 and June 19, 2019, the Company resolved to distribute the earnings for the years 2019 and 2018, respectively, as follows.

Legal reserve

Cash dividend
Earnings Distribution
Proposal

2019
2018
$ 73,896 $ 66,181
570,600 531,160
DividendPerShare (NTD) DividendPerShare (NTD)
2019
$ 73,896
570,600
2019
$ -

1.5
2018
$ -

1.4

The Board of Directors proposed the following earnings distribution proposal for 2020 on March 24, 2021.

for 2020 on March 24, 2021.
Legal reserve
Cash dividend
Earnings
Distribution
Proposal
$ 178,645
955,750
Dividend Per Share
(NTD)
$ -
2.5

The earnings distribution proposal for 2020 is pending the resolution of the shareholders’ meeting scheduled to be held in June 2021.

  • (4) Special reserve
Special reserve
Beginning retained earnings
Reversal of special reserve
Disposal of land
Disposal of non-current
assets held for sale
Disposition of subsidiaries
Balance, ending
2020
$ 1,688,706
(
95,918 )
-

-
$ 1,592,788
2019
$ 1,917,160
-
(
44,135 )
(
184,319)
$ 1,688,706
  • (5) Other equity

  • Exchange differences on translation of financial statements of foreign operations

operations
Balance, beginning of year
Generated in the year
Translation differences of
foreign operations
Share of affiliated
companies accounted
for using the equity
method
Other comprehensive income
of the current year
Balance, end of year
2020
( $ 305,398 )
(
2,572 )

31,708

29,136
($ 276,262)
2019
( $ 258,372 )
51,378
(
98,404)
(
47,026)
($ 305,398)
  • 216 -

  • Unrealized valuation gains or losses on financial assets measured at fair value through other comprehensive income

Beginning retained earnings
Accrued in current year
Unrealized gain or loss
Equity instrument
Share of affiliated
companies accounted
for using the equity
method
Other comprehensive income of
the current year
The accumulated gain/loss from
the disposition of equity
instruments will be
transferred to retained
earnings.
Balance, end of year
2020
$ 134,923
(
96,322 )

94,995
(
1,327)

-
$ 133,596
2019
( $ 66,138 )
157,170

7,620

164,790

36,271
$ 134,923
  • (6) Treasury shares

Unit: 1,000 shares/thousand

Reason for recovery
Number of shares as of
January 1, 2020
Decrease in the period

Number of shares as of
December 31, 2020

Number of shares as of
January 1, 2019
Decrease in the period

Number of shares as of
December 31, 2019

Amount as of January 1,
2020

Decrease in the period:
Stock transfer to
employees

Amount as of December
31, 2020

Amount as of January 1,
2019

Decrease in the period:
Stock transfer to
employees

Amount as of December
31, 2019
Stock transfer to
employees
7,800
(
1,000)

6,800
8,800
(
1,000)

7,800
$ 124,661
(
15,980)
$ 108,681
$ 140,641
(
15,980)
$ 124,661
Shares of parent
company held by
subsidiaries
10,432

-

10,432

10,432

-

10,432

$ 484,146


-
$ 484,146

$ 484,146


-
$ 484,146
Total
(

(


(


(









(

(


(


(
18,232

1,000)
17,232
19,232

1,000)
18,232
$ 608,807

15,980)
$ 592,827
$ 624,787

15,980)
$ 608,807
  • 217 -

In order to protect the Company’s credit and shareholders’ interests, the subsidiary held the Company’s shares as of the balance sheet date, and the related information is as follows.

as follows.
Subsidiaryname
December 31, 2020
QUANBAO
INVESTMENT

AMIGO LOGISTICS
CORPORATION

December 31, 2019
QUANBAO
INVESTMENT

AMIGO LOGISTICS
CORPORATION
Number of
shares held
(thousand
shares)

10,050

382


10,050

382
Carrying
amount
$ 482,468

1,678

$ 484,146

$ 482,468

1,678

$ 484,146
Market price










$ 261,798
9,945
$ 271,743
$ 202,504
7,693
$ 210,197

On January 8, 2020 and January 17, 2019, the Board of Directors resolved to transfer 1,000 thousand shares of treasury stock to employees in accordance with the measures for transferring treasury stock to employees. The above transfers were completed in February 2020 and February 2019, respectively, and the treasury stock of $15,980 thousand was written off.

The company’s Treasury stock may not be pledged in accordance with the Security and Exchange Law; moreover, it is without the privilege of dividend and voting right. Sampo Corporation’s shares held by subsidiaries are treated as treasury stock and have the same rights as those of ordinary shareholders, except that they are not allowed to participate in the capital increase of Sampo Corporation and have no voting rights.

20. Income

Income
Revenue from contracts with
customer
Merchandise sales revenue
Licensing revenue
Service revenues
Other income
2020
$ 6,249,376
21,977
234,822
984
$ 6,507,159
2019




$ 5,795,612
17,365
224,674
65
$ 6,037,716

(1) Description of customer contracts

  1. Merchandise sales revenue

Home appliances and electronic products are sold to distributors or through the Company’s self-operated stores and online. The Company gives price discounts to distributors when they meet the contractual requirements. The amount of revenue is based on the most probable amount of the discount

  • 218 -

considering the distributor’s past orders, and the refund liability (recorded as other current liabilities) is recognized accordingly. Please refer to Note 16. The rest of the products are sold at a fixed price as agreed in the contract.

In accordance with commercial practice, the Company accepts returns of home appliances and electronic products for full refund. Considering the experience accumulated in the past, the Company estimated the return rate based on the most probable amount and recognized the refund liability (recorded as other current liabilities), please refer to Note 16. Please refer to Note 17 for the description of defective warranty obligations for home appliances and electronic products.

2. Licensing revenue

The Company’s trademark licensing is determined based on the actual sales volume for trademark licensing transaction.

  • (2) Contract balances
Contract balances
Accounts receivable (Note 9)
Contract liabilities – current
(Note 16)
Merchandise sales
2020
$ 261,970
$ 22,067
2019
$ 258,200
$ 37,033

Revenue from customer contracts is mainly derived from merchandise sales. Under the contracts with customers, the Company receives advance payments from customers in advance and records contract liabilities.

21. Net profits for the year

  • (1) Interest income
ofits for the year
Interest income
Bank deposits
Financial assets measured at
amortized cost
Others
2020
$ 545
6,187
919
$ 7,651
2019




$ 1,835
14,101
7,628
$ 23,564

(2) Other income

Other income
Rental income
Dividend income
Others
2020
$ 21,609
7,738
34,251
$ 63,598
2019




$ 22,239
2,662
30,420
$ 55,321
  • 219 -

(3) Other gains and losses

Other gains and losses
Gain on disposal of property,
plant and equipment
Gain on disposal of non-current
assets held for sale
Net foreign currency exchange
loss
Lease modification gain
Miscellaneous expenses
2020
$ 1,371,915
-

14,117 )
92
26,104)
$ 1,331,786
2019

(
(

(
(
$ 561
361,486

19,637 )
25
16,115)
$ 326,320
(4)
Financial costs
Interest on bank borrowings
Interest on lease liabilities
(5)
Depreciation and amortization
Property, Plant and Equipment
Right-of-use assets
Intangible assets
Total
Summary of depreciation
expenses by function
Operating costs
Operating expenses
Summary of amortization
expenses by function
Operating expenses
(6)
Employee benefits expenses
Post-employment benefits (Note
18)
Defined contribution plans
Defined benefit plans
Termination benefits
Other employee benefits
Total employee benefits expenses
2020
$ 20,019

988
$ 21,007
2020
$ 54,811
17,542
39,545
$ 111,898
$ 28,001
44,352
$ 72,353
$ 39,545
2020
$ 18,973
6,682
25,655
1,871
665,444
$ 692,970
2019




$ 26,954

1,064
$ 28,018
2019












$ 62,672
15,986
42,979
$ 121,637
$ 33,299
45,359
$ 78,658
$ 42,979
2019








$ 18,861
8,935
27,796
2,579
606,808
$ 637,183

(Continued on next page)

  • 220 -

(Continued from previous page)

Summary by function
Operating costs
Operating expenses
2020
$ 225,329
467,641
$ 692,970
2019




$ 222,166
415,017
$ 637,183

(7) Remuneration to employees and directors

In accordance with the Company’s Articles of Incorporation, the Company appropriates no less than 1% and no more than 3% of the profits before tax and before the distribution of employees’ and directors’ remuneration for the year as Remuneration to employees and directors The estimated remuneration to employees and directors for 2020 and 2019 was resolved on March 24, 2021 and March 17, 2020 by the board of directors as follows.

Estimate Percentage

Estimate Percentage
Remuneration to employees
Remuneration to directors
Amount
Remuneration to employees
Remuneration to directors
2020
2.20%
0.80%
2020
Cash
$ 45,577
16,574
2019
2%
1%
2019
Cash
$ 15,649
7,825

If there are still changes in the amount specified in the individual financial statement after announcement, proceed to the accounting of change and adjusted for booking in the next fiscal year.

There was no difference between the actual amount of employees’ and directors’ remuneration paid for 2019 and 2018 and the amount recognized in the individual financial statements in 2019 and 2018.

For information on remuneration to employees and directors as resolved by the Board of Directors in 2021 and 2020, please visit the Market Observation Post System of the Taiwan Stock Exchange.

  • 221 -

22. Income tax

  • (1) The main composition items recognized as income tax expenses in income:
Income tax
(1)
The main composition items recognized as income tax expenses in income:
in income: in income:
2020
2019
Income tax expenses in the
current period
Accrued in current year
$ 318,892
$ -
Additional levy on
undistributed earnings
-
1,306
Prior year adjustment
2,038
(
4,654 )
Deferred tax
Accrued in current year
(107,373)

23,376
Income tax expense recognized
in the profit or loss
$ 213,557
$ 20,028
Adjustment of accounting income and income tax expense are as follows:
2020
2019
Net profits before tax
$ 2,009,550
$ 758,991
Income tax expense of net
income before tax at the
statutory tax rate
$ 401,910
$ 151,798
Non-deductible expenses and
losses for tax purposes
30
10,293
Non-taxable income
(
338,380 )
(
118,165 )
Additional levy on
undistributed earnings
-
1,306
Land revaluation increment tax
141,958
-
Unrecognized loss
carryforwards/deductible
temporary differences
6,001
(
20,550 )
Income tax expense of prior
years adjusted in the current
year

2,038
(
4,654)
Income tax expense recognized
in the profit or loss
$ 213,557
$ 20,028
(2)
Current income tax asset and liability
December31,2020
December31,2019
Current income tax asset
Tax refunds receivable
from prior years
$ 490
$ 490
Current Tax Liability
Income tax payables
$ 74,251
$ -
2019
$ 758,991
$ 151,798
10,293
(
118,165 )
1,306
-
(
20,550 )
(
4,654)
$ 20,028
December31,2019

$ 490
$ -
  • 222 -

(3) Deferred income tax assets and liabilities

Changes in the deferred income tax assets and liabilities are as follows:

2020

2020
Deferred taxassets Balance,
beginningofyear

Recognized in
profit or loss
$ 506

(
1,842 )

15,200

(
88 )
14,620
(
681 )
669
(
7,523 )

7
(
11 )
(
4,605)

$ 16,252

$ 91,121

Recognized in
profit or loss
( $ 463 )

981

26,035

88
(
6,381 )
862
(
639 )
(
9,282 )

58
(
1 )
4,642
(
39,276)

($ 23,376)
Balance, end of
year
$ 9,901

11,943

(
47,948 )

88

137,313
5,794

35,196
(
15,066 )


101

13


2,236

$ 139,571

($ 820,434)
Balance,
beginningofyear
$ 10,407
10,101
(
32,748 )
-
151,933
5,113
35,865
(
22,589 )
108
2
(
2,369)
$ 155,823
($ 729,313)
Balance, end of
year
Temporary difference
Loss allowance

Inventory
Investment accounted for
under the equity method
Right-of-use assets
Other payables
Vacation benefit payable
Provision for liabilities
Defined benefit pension
plans

Employee benefits payable
Other non-current liabilities
Exchange gain

Total

Deferred tax liabilities
Temporary difference
Reserve for land
revaluation increment tax
(“LRIT”)
2019
Deferred taxassets
$ 10,364

10,962
(
73,983 )

-
143,694

4,932
35,835

(
5,784 )


43

14

(
2,406 )

39,276

$ 162,947
$ 9,901
11,943
(
47,948 )
88
137,313
5,794
35,196
(
15,066 )
101
13
2,236

-
$ 139,571
Temporary difference
Loss allowance

Inventory
Investment accounted for
under the equity method
Right-of-use assets
Other payables
Vacation benefit payable
Provision for liabilities
Defined benefit pension
plans

Employee benefits payable
Other non-current liabilities
Exchange gain

Loss carryforward

Total

(Continued on next page)

  • 223 -

(Continued from previous page)

Deferred tax liabilities Balance,
beginningofyear
Balance,
beginningofyear

Recognized in
profit or loss
$ 25,552
Balance, end of
year
Balance, end of
year
( $ 845,986) ( $ 820,434)
Temporary difference
Reserve for land
revaluation increment tax
(“LRIT”)

(4) The status of income tax assessment

The Company’s profit-seeking enterprise income tax returns have been assessed by the tax authorities through 2018.

23. Earnings per share

The earnings and weighted average common stock shares used in calculating the earnings per share are as follows:

Net profits for the year

earnings per share are as follows:
Net profits for the year
Net profit attributable to
shareholders of parent company
Net profits for the calculation of
diluted earnings per share
Number of shares
Weighted average common stock
shares used to calculate basic
earnings per share
Effect of dilutive potential common
stock:
Remuneration to employees
Weighted average common stock
shares used to calculate diluted
earnings per share
2020
2019
$ 1,795,993
$ 738,963
$ 1,795,993
$ 738,963
Unit: shares in thousands
2020
2019
369,885
368,802

2,546

973
372,431
369,775



If the Company may choose to have the employee compensation distributed via a stock or cash dividend, calculate the diluted earnings per share, assuming that the bonus to employees is with a stock dividend distributed, with the weighted average number of shares outstanding included when the potential common stock has a diluted effect. When diluted EPS is calculated in the next year resolves the number of share distribution for employee compensation, the dilution effect is also considered for such potential common shares.

24. Capital risk management

Under the premise of capital management for assuring sustainable operation, the Company seeks to maximize return to shareholders through the optimization of debts and equity balance.

  • 224 -

The Company’s capital structure consists of net debt (i.e. borrowings less cash and cash equivalents) and equity (i.e. capital stock, capital surplus, retained earnings and other equity items).

25. Financial instrument

  • (1) Information on fair value – financial instruments at fair value on repetition.

  • Fair value hierarchy

December 31, 2020

Fair value hierarchy
December 31, 2020
Financial assets at fair
value through other
comprehensive profit or
loss
Investment in equity
instruments
- Domestic unlisted
stocks

- Foreign unlisted
stocks

Total

December 31, 2019
Financial assets at fair
value through other
comprehensive profit or
loss
Investment in equity
instruments
- Domestic unlisted
stocks

- Foreign unlisted
stocks

Total
Level 1
$ -

-

$ -

Level 1
$ -

-

$ -
Level 2
$ -

-

$ -

Level 2
$ -

-

$ -
Level 3
$ 163,546

255,357

$ 418,903

Level 3
$ 188,264

326,961

$ 515,225
Total








$ 163,546
255,357
$ 418,903
Total








$ 188,264
326,961
$ 515,225

There were no transfers between Level 1 and Level 2 fair value measurements in 2020 and 2019.

  1. Financial instruments are adjusted according to Level 3 fair value.

2020

Financial assets at fair value through other comprehensive profit or loss Financial asset Equity instrument Beginning retained earnings $ 515,225 Recognized in other comprehensive income (unrealized valuation gains or losses on financial assets measured at fair value through other comprehensive income) ( 96,322 ) Balance, ending $ 418,903

  • 225 -

2019

2019
Financial asset
Beginning retained earnings
Recognized in other comprehensive income
(unrealized valuation gains or losses on
financial assets measured at fair value through
other comprehensive income)
Disposal
Balance, ending
Financial assets at
fair value through
other comprehensive
profit or loss
Equity instrument


(
$ 358,967
156,921

663)
$ 515,225
  1. Evaluation techniques and an input value of Level 3 fair value measurement

The fair value of unlisted (over-the-counter) equity instruments is estimated based on an analysis of the financial condition and results of operations of the investees, the quoted prices of the shares of companies with similar operations in active markets, the value multipliers implied by these prices and relevant transaction information, and the valuation of the subject by an appropriate multiplier, taking into account the financial performance of the subject.

(2) Categories of financial instruments

subject.
Categories of financial instruments
Financial asset
Financial assets based on cost after
amortization (Note 1)
Financial assets at fair value through other
comprehensive profit or loss
Investment in equity instruments
Financial liability
Measured at amortized cost (Note 2)
December 31,
2020
$ 1,037,927
418,903
2,011,297
December 31,
2019
$ 1,287,104
515,225
3,050,707
  • Note 1: The balance consists of financial assets measured at amortized cost, including cash and cash equivalents, notes receivable, accounts receivable, notes and accounts receivable from related parties, other receivables, other receivables from related parties, time deposits with original maturities of more than three months and pledged time deposits.

  • Note 2: The balance consists of financial liabilities measured at amortized cost, including short-term borrowings, short-term notes payable, notes payable, accounts payable, notes and accounts payable to related parties, other

  • 226 -

payables, other payables to related parties, long-term loans due within one year, and long-term loans.

  • (3) Purpose and policy of financial risk management

The Company’s major financial instruments include investments in equity and debt instruments, accounts receivable, accounts payable and borrowings. The Company’s financial management department provides services to each business unit, coordinates the operation of access to domestic and international financial markets, and monitors and manages financial risks associated with the Company’s operations through internal risk reports that analyze risk exposures based on risk degree and breadth. These risks include market risk (including exchange rate risk, interest rate risk and other price risk), credit risk and liquidity risk.

1. Market risk

Due to the operating activities, the major financial risk faced by the Company is the foreign currency exchange rate risk (see (1) below) and interest rate risk (see (2) below).

  • (1) Exchange rate risk

The Company engages in foreign currency-denominated sales and purchase transactions, which expose the Company to exchange rate risk.

The carrying amounts of monetary assets and monetary liabilities denominated in non-functional currencies as of the balance sheet date are shown in Note 29.

Sensitivity analysis

The Company is prone to the impact of changes in USD exchange rates.

The Branch’s sensitivity analysis for the exchange rate of NT dollar (the functional currency) to each relevant foreign currency increased or decreased by 1% is detailed as follows. The 1% sensitivity is used internally for reporting the exchange rate risk to management and is the assessment by management regarding the reasonable and possible changes in foreign exchange rates. The sensitivity analysis includes only the outstanding monetary items in foreign currency; also, the translation at year-end is adjusted in accordance with the changes in exchange rates by 1%. The positive numbers in the following table represent the increase in net profits before tax if the NTD weakens by 1% against the respective currencies, and the negative numbers for the same amount represent the decrease in net profits before tax if the NTD strengthens by 1% against the respective currencies.

  • 227 -
Profit or loss Impact of USD(i)
2020
$ 2,238
2019
$ 8,651
  • (i) These receivables and payables are mainly due to the Company’s outstanding USD-denominated receivables and payables that are not cash flow hedged as of the balance sheet date.

(2) Interest rate risk

Interest rate risk exposure is due to the entities within the company borrowing funds at floating interest rates.

The carrying amount of financial assets and liabilities of the Company under interest rate exposure on balance sheet date is as follows:

December 31, 2020 December 31, 2019

With fair value interest
rate risk
Financial asset $ 267,907 $ 659,560
Financial liability - 549,785
Contain cash flow
interest rate risk
Financial asset 378,743 235,699
Financial liability 900,000 1,625,000

The Company is exposed to cash flow interest rate risk as a result of holding floating rate bank loans. These circumstances are consistent with the Company’s policy of maintaining floating rate borrowings to reduce interest rate fair value risk. The Company’s cash flow interest rate risk is mainly due to fluctuations in benchmark interest rates related to NTDdenominated borrowings.

Sensitivity analysis

The following sensitivity analyses are based on the interest rate risk exposure of the derivative and non-derivative instruments on the balance sheet date. For liabilities with floating rate, it is analyzed by assuming the liabilities on the balance sheet date are outstanding throughout the reporting period. The rate of change used by the Company to report interest rates to management is increased or decreased by 0.25%, which also represents management’s assessment of the reasonably possible range of interest rates.

  • 228 -

If interest rates had increased by 0.25%, with all other variables held constant, the Company’s net profits before income tax would have decreased by $1,303 thousand and $3,473 for 2020 and 2019, respectively, mainly due to the Company’s exposure to fair value interest rate risk on its floating rate borrowings.

(3) Other price risk

The Company has equity price risk exposure due to its investment in listed equity securities. The Company’s management command risk by holding a diverse portfolio of risky investments. The Company’s equity price risk is concentrated in the equity instruments of the TWSE and TPEx.

Sensitivity analysis

The following sensitivity analysis is based on the equity price risk at the balance sheet date.

If the equity price had increased by 1%, other comprehensive income after tax would have increased by $4,189 thousand and $5,152 thousand in 2020 and 2019, respectively, due to the increase in fair value of financial assets measured at fair value through other comprehensive income.

2. Credit risk

Credit risk refers to the risk that the counter party delays the contractual obligation resulting in the financial loss of the Company. As of the balance sheet date, the Company’s maximum exposure to credit risk (without regard to collateral or other credit enhancement instruments and the maximum amount of irrevocable exposure) that could result in financial loss due to the counterparty’s failure to perform its obligations and the Company’s provision of financial guarantees was primarily attributable to.

  • (1) The carrying amount of financial assets recognized in the individual balance sheets.

  • (2) The maximum amount that the Company may be required to pay for the provision of financial guarantee without considering the probability.

The Company’s credit risk is mainly concentrated in the Company’s top four customers. As of December 31, 2020 and 2019, the percentage of total accounts receivable from the aforementioned customers was 43% and 46%, respectively.

3.

Liquidity risk

The company has supported the Group’s business operation and mitigated the impact of changes in cash flow by managing and maintaining sufficient cash and cash equivalent position. The Company’s management monitors the use of banking facilities and ensures the compliance of loan agreement.

  • (1) Liquidity and interest rate risk table of non-derivative financial liabilities

Non-derivative financial liabilities remaining contract maturity analysis is prepared in accordance with the Company’s undiscounted cash flow of financial liabilities on the possible earliest repayment date

  • 229 -

upon request. The following table shows the earliest times that the Company may be demanded to make immediate repayment of bank loans, without considering the likelihood of such demands. Maturity analysis of other non-derivative financial liabilities is prepared based on the agreed repayment date.

December 31, 2020

Non-derivative
financial liabilities
Note and account
payables
Other payables
lease liabilities
Floating
rate
instruments

Fixed interest rate
Weighted
average
effective
interest rate
(%)
Less than 1
year
2–3 years 4to 5 years Total

-

-

1.5

1.08656~1.15
-


$ 736,260


375,037


62,322


-

-


$ -


-


26,111


900,000


-

$ -


-


1,504


-


-
$ 736,260

375,037

89,937

900,000

-

December 31, 2019

Non-derivative
financial liabilities
Note and account
payables
Other payables
lease liabilities
Floating
rate
instruments
Fixed interest rate
Weighted
average
effective
interest rate
(%)
Less than 1
year
2–3 years 4to 5 years Total

-

-

1.5

1.06~1.46

1.038~1.058


$ 566,315


309,607


15,440


575,000

549,785


$ -


-


28,267

1,050,000


-

$ -


-


16,652


-


-
$ 566,315

309,607

60,359
1,625,000

549,785

Floating interest rate for the above-mentioned non-derivative financial liabilities will vary due to the differences of the floating interest rate and the interest rate estimated on the balance sheet.

(2) Financing limit

Financing limit

Unsecured bank credit
facility, pay upon
request, is revisited
annually
Amount utilized
Amount unutilized
December31,2020
$ 611,000
3,089,000
$ 3,700,000
December31,2019




$ 1,313,000
1,957,000
$ 3,270,000

(Continued on next page)

  • 230 -

(Continued from previous page)

us page)

Secured bank loan limit
Amount utilized
Amount unutilized
December31,2020
$ 600,000

600,000
$ 1,200,000
December31,2019




$ 1,100,000
100,000
$ 1,200,000

26. Related party transaction

Except for those disclosed in other notes, the transactions between the Company and its related parties are as follows

  • (1) Name of related parties and the relations

Related Party Name Relation with the Company AMIGO LOGISTICS CORPORATION (AMIGO LOGISTICS) Subsidiary New Swell International Investment Co., Ltd. Subsidiary DEBAO HOME APPLIANCE CO., LTD. (DEBAO HOME APPLIANCE) Subsidiary SAMPO HOME INC. Subsidiary SAMPO JAPAN INC. Subsidiary NISSIN GLOBAL LOGISTICS (TAIWAN) CO., Sub-subsidiary LTD. DONGGUAN SAMPO ELECTRONICS CO., LTD. Sub-subsidiary NELONG ENTERPRISE CORPORATION LTD. Sub-subsidiary (NELONG Company) SAMPO INTERNATIONAL FOOD SERVICE Sub-subsidiary CO., LTD. RECHI PRECISION CO.,LTD. Affiliate Dyna Rechi Co., Ltd. Other affiliate Nucom International Corporation Other affiliate SYNVISION TECHNOLOGY SERVICE Other affiliate CORPORATION CINCHY CORPORATION Other affiliate Chen Zhang Xiu Ju Culture and Education Other affiliate Foundation Chen Mao-Bang Industry and Commerce Chairman of The Company Development Foundation

  • (2) Operating revenues
Operating revenues
Accountinbook
Operating
revenues
Related party
classification
Subsidiary
Sub-subsidiary
Affiliate
Other affiliate
Chairman of The
Company
2020
$ 2,258
245
929
6,087
928
$ 10,447
2019




$ 4,696
570
805
414
-
$ 6,485
  • 231 -

The sales policy for related parties is based on the general distribution price, and the collection policy is the same as that for general customers, except for the 120-day collection period for some related parties.

  • (3) Purchase
Purchase
Account in book
Purchase
Type and Name of
related party
Sampo
Home
Appliance Co., Ltd
Sub-subsidiary
Affiliate
Other affiliate
2020
$ 2,362,552
219,644
2,966
3,294
$ 2,588,456
2019




$ 1,802,558
174,724
2,630
1,925
$ 1,918,837

The purchase terms for the related parties are cost or cost plus 1% to 6.5% (including handling fee), while the rest of the raw materials and merchandises are better than the general manufacturers because the Company still needs to outsource the maintenance.

The Company’s collection and payment policy for DEBAO HOME APPLIANCE CO., LTD. is to settle at the end of each month other receivables arising from the purchase of materials or the advance of expenses on its behalf, accounts payable for finished goods purchased from it, and prepayments made in support of its operations, which are expressed as net accounts receivable.

  • (4) Receivables from related party
Account in book
Notes receivable
Accounts
receivable
Other
receivables
Related party
classification
Subsidiary
Other affiliate
Subsidiary
Sub-subsidiary
Other affiliate
Sampo Home
Appliance Co., Ltd
Subsidiary
Sub-subsidiary
December 31,
2020
$ -

-
$ -
$ 8
429

-
$ 437
$ 1,494
343

2,600
$ 4,437
December 31,
2019
December 31,
2019
















$ 5
4
$ 9
$ 22
225
2
$ 249
$ 15,732
344
1,209
$ 17,285

The outstanding receivables from the related party are without any guarantees collected.

  • 232 -

(5) Payables to concerned parties (excluding loans borrowed from concerned parties)

Account in book
Notes payable
Accounts
payable
Other payables
Type and Name of
related party
AMIGO LOGISTICS
CORPORATION
Affiliate
Other affiliate
AMIGO LOGISTICS
CORPORATION
Sub-subsidiary
Affiliate
Other affiliate
AMIGO LOGISTICS
CORPORATION
December 31,
2020
$ -
-

-
$ -
$ 81,919
36,017
1,277

1,260
$ 120,473
$ 11,693
December 31,
2019
December 31,
2019












$ 67,485
8
774
$ 68,267
$ 11,659
16,928
65
-
$ 28,652
$ 11,754

For balance of payables to concerned parties outstanding, no guarantee has been provided.

  • (6) Prepayments
provided.
Prepayments
Type and Name of related party
NELONG Company
Sub-subsidiary
December 31, 2020
$ 73,288

416
$ 73,704
December 31, 2019




$ 13,167
-
$ 13,167
  • (7) Loans to related parties
Loans to related parties
Related Party Name
SAMPO HOME INC.
Related party classification
Interest income
SAMPO HOME INC.
December 31, 2020
$ -
2020
$ -
December 31, 2019
$ -
2019
$ 2,893

(8) Operating expenses (including freight, rental and other expenses, etc.)

Related party classification
Subsidiary
Sub-subsidiary
Affiliate
2020
$ 235,266
8,321
175
$ 243,762
2019




$ 185,008
8,777
18
$ 193,803
  • 233 -

(9) Other income

Other income
Related party classification
Subsidiary
Affiliate
2020
$ 17,582
3
$ 17,585
2019




$ 16,546
-
$ 16,546

(10) Remuneration to key management

Total remuneration to directors and other key management for 2020 and 2019 was as follows.

was as follows.
Short-term employee benefits
Pension benefits
2020
$ 47,215
989
$ 48,204
2019




$ 41,427
1,053
$ 42,480

The salaries and remunerations to directors and other key management were defined by the Salary Committee in accordance with the personal performances and trends in the markets:

27. Pledged assets

The following assets had been provided as collateral for financing loans:

Guarantee items and
assets
Long-term borrowings
Fixed asset
Content
Land
Bookvalue Bookvalue Bookvalue
December 31,
2020
$ 518,816
December 31,
2019
$ 518,816

28. Significant contingent liabilities and unrecognized contractual commitments

In addition to those described in other notes, the Company had the following material commitments and contingencies as of the balance sheet date.

  • (1) As of December 31, 2020 and 2019, the Company had unused letters of credit of US$9,177 thousand and US$6,132 thousand, respectively, for the purchase of goods and materials.

  • (2) During 2004, SAMPO CORPORATION sold a number of home appliances to dealer, one of which was sold by its parent company, to an end customer in the United States. The end customer later claimed that a fire caused by SAMPO’s appliances caused the damage caused by a fire in 2012 and sued dealer for compensations. Dealer and the customer had reached a settlement of their lawsuit, with paying compensation. Subsequently, Dealer filed an arbitration case with the American Arbitration Association, requesting SAMPO and Tianjin New Swell to compensate jointly and severally. The arbitration decision was rendered by the American Arbitration Association on February 3, 2016, which ruled that SAMPO and Tianjin New Swell should pay US$3,052 thousand in compensation for the relevant losses. The arbitration decision was approved by the U.S. Federal Court on January 17, 2018, which recognized the arbitration decision, but dealer has not yet done anything

  • 234 -

concrete as of September 30, 2020, and SAMPO has not yet received any documents such as notice of the arbitration ruling that dealer has filed with the court in Taiwan.

In accordance with Article 47 Paragraph 2 of the Arbitration Law of ROC, the foreign arbitral decision shall have the same effect among the parties involved as the final judgment of the R.O.C. court if it is recognized by the R.O.C. court upon dealer’s application. On October 27, 2016, SAMPO received the Taiwan Taoyuan District Court’s 2016 Letter Zhu-Zi No. 15 for dealer’s application for recognition of the U.S. Arbitration Judgment, and based on the principle of conservatism, the Consolidated Company has made a provision of $99,216 thousand for compensation in that year.

As a result of the aforementioned claim by dealer, SAMPO turned to its insurer, Chung Kuo Insurance Co., Ltd. (hereinafter referred to as Chung Kuo Insurance), to seek compensation. In accordance with the contents of the product liability insurance policy signed with Chung Kuo Insurance, SAMPO filed a lawsuit in the court, demanding Chung Kuo Insurance to fulfill the insurance contract and compensate for the delayed interest in this case. The result of the lawsuit was unfavorable as ruled by the Taipei District Court in 2019. In 2020, SAMPO filed an appeal for the second instance trial and the case is still pending at the Taiwan High Court.

29. Information of foreign currency assets and liabilities with significant effects

The following information is expressed in foreign currencies other than the functional currencies of each entity within the Company; also, the exchange rate disclosed refers to the exchange rate used for having such foreign currency converted into the functional currency. Foreign currency assets and liabilities with significant influence as follows:

December 31, 2020
Foreign currency assets
Monetary items
USD
JPY
Foreign currency liabilities
Monetary items
USD
JPY
Foreign
currency
$ 9,929
5,288
2,072
13,646
Unit: (Foreign currency/NT$1,000)
Ending
exchange rate Carrying amount
28.480
$ 282,765
0.2763
1,461
28.480
59,011
0.2763
3,770
  • 235 -

December 31, 2019

December 31, 2019
Foreign currency assets
Monetary items
USD
JPY
Foreign currency liabilities
Monetary items
USD
JPY
Foreign
currency
$ 30,644
20,223
1,789
4,135
Ending
exchange rate
29.980
0.2760
29.980
0.2760
Carrying amount
$ 918,720
5,581
53,630
1,141

The foreign exchange gains and losses (realized and unrealized) with significant impact are as follows:

Foreign
currency
USD
2020
Net exchange
gain or loss
($ 14,117)
2019
Average exchange
rate
31.26
(USD:NTD)
Average exchange
rate
31.09
(USD:NTD)
Net exchange
gain or loss
( ( $ 19,637)

30. Notes of disclosure

  • (1) Material transactions (2) and transfer investment information:

  • Loans to others: none.

  • Endorsements/guarantees for others: none.

  • Marketable securities held at the end of the period (excluding investment in subsidiaries, affiliates and joint ventures): Exhibit 1.

  • The cumulative purchase or sale of the same security for an amount exceeding NT$300 million or 20% of paid-in capital: None.

  • The acquisition of real estate for an amount exceeding NT$300 million or 20% of paid-in capital: None.

  • The disposal of real estate for an amount exceeding NT$300 million or 20% of paid-in capital: Exhibit 2

  • The purchase or sale with the related party for an amount exceeding NT$100 million or 20% of paid-in capital: Exhibit 3.

  • Receivables from related parties reaching $100 million or 20% of paid-in capital or more. None.

  • Engagement in derivative transactions: None.

  • Information on investees: Exhibit 4

  • 236 -

  • (3) Information regarding investment in the territory of Mainland China:

  • The name of the investees in Mainland China, principal business, paid-in capital, investment methods, capital outward and inward remittances, shareholding, investment gains and losses, investment carrying amount at the end of the period, repatriated investment gains and losses, and investment quota for Mainland China: Exhibit 5.

  • The following significant transactions with investees in Mainland China, directly or indirectly through third regions, and their prices, payment terms, and unrealized gains or losses: Exhibit 6.

    • (1) Amounts and percentages of purchases and related payables at the end of the period.

    • (2) Amounts and percentages of sales and related receivables at the end of the period.

    • (3) Amount of property transaction and amount of the profit and/or loss so incurred.

    • (4) Balance and purposes of endorsements/guarantees or collateral provided at end of the term.

    • (5) The highest balance of fund financing balance at end of the term, range of interest rates and total amount of interest in the current term.

    • (6) Other transactions having significant effect upon profit and/or loss or financial standing of the current term, e.g. provision or acceptance of services.

  • (4) Name, number and percentage of shares held by shareholders with 5% or more of the shares: Exhibit 7.

  • 237 -

SAMPO CORPORATION

Marketable securities held – end of period

December 31, 2020

Exhibit 1

Unit: Unless otherwise stated, NT$ thousand

Holding company Types and names of securities Relationship with the securities
issuer
Account in book End ofthe period End ofthe period End ofthe period Remarks
Number of
shares/units (in
thousands)
Carrying amount Shareholding
%
Fair value
SAMPO CORPORATION
QUANBAO INVESTMENT
CO., LTD.
AMIGO LOGISTICS
CORPORATION
Nucom International Corporation
Chinese Television System Inc.
WK ASSOCIATES LTD.
Pushi Venture Capital Co., Ltd.
WK VIII ASSOCIATES LTD.
GRACE THW HOLDING
MICROMAX INTERNATIONAL
CORP.
SAMPO CORPORATION
Nucom International Corporation
SAMPO CORPORATION
A-KIN ALLIANCE LOGISTICS CO.,
LTD.
Other affiliate






Parent and Subsidiary
Other affiliate
Parent and Subsidiary
Financial assets at fair value
through other comprehensive
income or loss – non-current






Financial assets at fair value
through other comprehensive
income or loss – non-current

Financial assets at fair value
through other comprehensive
income or loss – non-current
882
7,581
299
899
867
2,178
3,380
10,050
144
538
250






$ 31,576
103,392
4,671
7,084
4,352
255,357
12,471
$ 418,903
$ 261,798
$ 5,154
$ 14,030
$ 1,151
4
4
1
2
2
1
19
3
1
-
7






$ 31,576
103,392
4,671
7,084
4,352
255,357
12,471
$ 418,903
$ 261,798
(Note 1)
$ 5,154
$ 14,030
(Note 1)
$ 1,151
@35.79
@13.64
@15.62
@7.88
@5.02
@117.26
@3.69

@26.05
@35.79

@26.05
@4.61

Note 1: QUANBAO INVESTMENT CO., LTD. and AMIGO LOGISTICS CORPORATION held the shares of SAMPO, which were treated as treasury stock and transferred from investments accounted for using the equity method to treasury stock with carrying amounts of $482,468 thousand and $1,678 thousand, respectively.

  • 238 -

SAMPO CORPORATION

The disposal of real estate for an amount exceeding NT$300 million or 20% of paid-in capital

2020

Exhibit 2

Unit: Unless otherwise stated, amounts in NT$ Thousand

Company disposing
property
Asset title Date of event Original
acquisition date
Carrying amount Trade value The collection of
proceeds
Capital gain/loss
from disposition
Counterparties Relation Purpose of
disposition
Reference for price
determination
Other stipulations
of the transaction
SAMPO
CORPORATION
606, 619, 628, 620,
621, 630, 625,
627, 636, 567,
631, 631-1, 636-
1, 636-2 and 636-
3 of Dinghu
Section, Guishan
District, Taoyuan
City and their
above-ground
buildings
2020.7.14 1988.8.8 $ 362,289 $ 1,800,000 Full recovery $ 1,371,913
(Note 1)
Gen Yi
Construction
Co., Ltd.
None Revitalization of
company
assets and
efficient use of
capital
In accordance with the
valuation reports of
Eurasian Real Estate
Appraisal Associates
and DTZ Real Estate
Appraisal Associates,
the sale will be
conducted by public
tender and bargaining,
and the board of
directors will
authorize the
chairman to decide.
Note 2

Note 1: The contract price of $1,800,000 thousand (including business tax), net of business tax and brokerage commission, was $1,781,470 thousand. The carrying amount of the real estate was $362,148 thousand and the non-transferred gain of $47,409 thousand from the sale and leaseback, resulting in a gain of $1,371,913 thousand from the transferred portion.

Note 2: The Company entered into a plant lease with Gen Yi Construction Co., Ltd., which was recognized as a lease agreement in accordance with IFRS 16 Sale and Leaseback Transactions.

  • 239 -

SAMPO CORPORATION

Purchase from or sale to related parties for an amount exceeding NT$100 million or 20% of paid-in capital

2020

Exhibit 3

Unit: Unless otherwise stated, NT$ thousand

Purchase (sale) company
Counterparties
Relation Transactions Transactions Trading terms different from general trade
and reasons
Trading terms different from general trade
and reasons
Notes and accounts receivable
(payable)
Notes and accounts receivable
(payable)
Remarks
Purchase (sale)
Amount
Percentage of
total purchase
(sale)
The credit period Unit price The credit period Balance Percentage of
total notes and
accounts
receivable
(payable)
SAMPO
CORPORATION
DEBAO HOME
APPLIANCE CO., LTD.
NELONG ENTERPRISE
CORPORATION LTD.
Parent and
Subsidiary
Parent and Sub-
subsidiary
Purchase
Purchase
$ 2,362,552
138,919
51%
3%
Same as general
suppliers
Same as general
suppliers
Cost plus 1% to 6.5%
Cost plus 1% to 6.5%


Accounts payable
( $ 20,891 )

(
2% )
Note 1

Note 1: As of December 31, 2020, SAMPO’s prepayment to NELONG ENTERPRISE CORPORATION LTD. was $73,288 thousand. Note 2: Related party transactions between consolidated entities have been adjusted and eliminated

  • 240 -

SAMPO CORPORATION

Information regarding investee’s name and location, etc.

December 31, 2020

Exhibit 4

Unit: Unless otherwise stated, NT$ thousand

Investor Name of investee Location Principal business Sumof initial investment Sumof initial investment Ending shareholding Ending shareholding Ending shareholding Ending shareholding Current period
profit/loss of the
investee
Recognized
investments for
current period
(loss) profit (Note
1)

Remarks
Current period-
end
Previous period-
end
Number of
Shares (in
thousands)
Percentag
e
Carrying amount
SAMPO CORPORATION
QUANBAO INVESTMENT
CO., LTD.
AMIGO LOGISTICS
CORPORATION
New Swell International
Investment Co., Ltd.
SAMPO HOME INC.
AMIGO LOGISTICS
CORPORATION
RECHI PRECISION CO.,LTD.
New Swell International Investment
Co., Ltd.
QUANBAO INVESTMENT CO.,
LTD.
DEBAO HOME APPLIANCE CO.,
LTD.
SAMPO HOME INC.
SAMPO JAPAN INC.
Total
AMIGO LOGISTICS
CORPORATION
RECHI PRECISION CO.,LTD.
NELONG ENTERPRISE
CORPORATION LTD.
SAMPO INTERNATIONAL
FOOD SERVICE CO., LTD.
NISSIN GLOBAL LOGISTICS
(TAIWAN) CO., LTD.
AMIGO HOME LIFE CO., LTD.
DONGGUAN SAMPO
ELECTRONICS CO., LTD.
SAMPO ASSET MANAGEMENT
CO., LTD.
Taiwan
Taiwan
British Virgin Islands
Taiwan
Taiwan
Taiwan
Japan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
China
Taiwan
Warehousing, transportation
Compressor manufacturing,
sales
Investment holding
Investment business
Home appliance
manufacturing and sales
Real estate trading, leasing
Marketing and Promotion
Warehousing, transportation
Compressor manufacturing,
sales
Electronics manufacturing
and sales
Food & Beverage
Warehousing, transportation
Product installation and
wholesale of electrics and
electronic materials
Manufacturing and sale of
electrics and electrons
equipment
Real estate trading, leasing
$ 209,546
1,550,990
31,060
( USD
1,000 )
1,076,000
200,000
500,000
JPY
30,000
126,097
92,740
36,600
100,000
32,090
21,000
USD
1,400
10,000
$ 209,546

1,544,735
31,060
( USD
1,000 )

1,076,000

200,000

500,000
JPY
30,000

125,797

92,740

36,600

50,000

32,090

21,000
USD
1,400

10,000

21,155

135,610
1,000

114,325

20,000

50,000

3,000

10,365

4,136

3,660

10,000

2,550

2,100

1,400

1,000
49
27
100
100
100
100
100
24
1
61
100
51
100
70
100




$ 449,861
2,739,654
82,360
528,149
103,259
420,298

5,627
$ 4,329,208
$ 220,905
103,515
52,843
62,278
21,026
22,039
USD
1,993
7,753
$ 116,389

709,491

1,699

41,496

68,200
(
10,113 )
(
484 )

116,389

709,491

19,193
(
20,848 )
(
6,096 )

1,243
USD
390
(
1,550 )
$ 55,943

189,203

1,699

25,533

51,794
(
16,947 )
(
484)
$ 306,741
$ 27,796

5,804

11,707
(
20,848 )
(
3,109 )

1,243
USD
273
(
1,550 )
Note 2
Note 3
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 3
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2

Note 1: The investment income or loss recognized by the Company includes investment income or loss recognized for upstream transactions recorded in the book, net of dividends paid by the parent company to its subsidiaries. Note 2: Subsidiary included in the consolidated entities.

Note 3: Equity-method investee included in the consolidated financial statements.

Note 4: For the equity-method subsidiaries included in the consolidated financial statements, investment income or loss recognized under the equity method, and the net equity of the investee are fully eliminated.

  • 241 -

Unit: Unless otherwise stated, NT$ thousand

SAMPO CORPORATION

Information regarding investment in the territory of mainland china

2020

Exhibit 5

Names of investees in
China
Principal business Paid-up capital Mode of
investments
(Note 1)
Accumulated
investment
amount remitted
at the beginning
of the period
Amount of investment remitted or
recoveredincurrent period
Amount of investment remitted or
recoveredincurrent period
Accumulated
investment
amount remitted
at the end of the
period
Current period
profit/loss of the
investee
Ratio of
shareholding
of investment
directly or
indirectly
made by the
Company
Investment gain
and loss
recognized in
current period
(Note 2)
Book value of
investment at
ending
The investment
income received
at the end of the
current period
Remark
s
Outward
remittance
Recover
DONGGUAN SAMPO
ELECTRONICS CO.,
LTD.


Manufacturing and sale
of
electrics
and
electrons equipment


USD 2 million
3 $ 42,180 $ - $ - $ 42,180 $ 12,204 70 $ 8,543
(Recognition
basis B)
$ 56,769 $ -
Company name Accumulated investment
from Taiwan to Mainland
China at ending
Amount of investment
approved by Investment
Commission of MOEA
Investment amount
approved by the
Investment Commission
MOEAIC
SAMPO CORPORATION $ 2,105,454 $ 2,437,870 $ 4,659,178
  • Note 1: The investment methods can be divided into the following 5 types:

  • To invest in Mainland China companies through remittance from a third area.

  • To invest in Mainland China companies through a company invested and established in a third area.

  • To invest in Mainland China companies through reinvesting in an existing company in a third area.

  • To invest in Mainland China companies directly.

  • Other methods.

  • Note 2: For the field of recognized investment Income:

  • (1) Please mark out if there has no investment gain or loss yet because the investment is still under planning.

  • (2) The basis of recognition of investment income is classified into following three types, which should be marked out.

    • A. The financial statements have been audited by an international CPA firm with which CPA firms in the ROC. has a cooperative relationship.

    • B. Financial statements audited by the CPAs who audit the parent company in Taiwan.

    • C. Others

  • Note 3: In accordance with the new regulations issued by the Investment Commission of the Ministry of Economic Affairs in August 2008, the Company’s investment limit in Mainland China is calculated as 60% of the net worth or consolidated net worth, whichever is higher.

  • 242 -

SAMPO CORPORATION

The following significant transactions with investees in Mainland China, directly or indirectly through third regions, and their prices, payment terms, and unrealized gains or losses and other related information.

2020

Exhibit 6

Unit: Unless otherwise stated, NT$ thousand

Purchase (sale)
company
Counterparties Relation Transaction type Purchase (sale) Purchase (sale) Terms and conditions Terms and conditions Terms and conditions Notes and accounts receivable
(payable)
Notes and accounts receivable
(payable)

Unrealized
gain or loss
Balance Percentage
(%)

Price
Payment term Comparison with
generaltransaction
Balance Percentage
(%)
SAMPO
CORPORATION

DONGGUAN
SAMPO
ELECTRONICS
CO., LTD.
Parent and Sub-
subsidiary
Purchase $ 80,725 2% Cost or cost plus
1% to 6.5%
Same as general
suppliers
Purchase price is
better than
general
manufacturers
Accounts
payable
( $ 15,126 )
(
2% )
$ -

Note 1: Related party transactions between consolidated entities have been adjusted and eliminated

  • 243 -

SAMPO CORPORATION and its Subsidiary

Information on Dominant Shareholders

December 31, 2020

Exhibit 7

Names of Dominant Shareholders Share Share
Number of shares
held
Shareholding ratio
MACLADY INVESTMENT LTD. 33,108,800 8.55%
  • Note 1: The information on major shareholders in this Exhibit is compiled by Taiwan Depository & Clearing Corporation based on the last business day of the quarter in which the shareholders held 5% or more of the Company’s common shares and preferred shares whose registration and delivery have been completed in nonphysical form (including treasury shares). The number of shares recorded in the Company’s consolidated financial statements and the actual number of shares registered and delivered in non-physical form may differ depending on the basis of preparation of the calculations.

  • Note 2: If a shareholder delivers his or her shares to a trust, the above information shall be disclosed by the individual trustor account opened by the trustee. As for the shareholder’s declaration of insider’s equity in accordance with the Securities and Exchange Act, the shareholding of the shareholder includes his or her own shares plus the shares that he or she has delivered to a trust and has the right to decide the use of the trust property, etc. Please refer to the Market Observation Post System for information on insider’s equity declaration.

  • 244 -

  • VI. Financial Difficulties Experienced by the Company and Its Affiliated Companies in the Most Recent Year up to the Date of Publication of This Annual Report, and Their Impact on the Company's Financial Position: None.

  • 245 -

Seven. Review and Analysis of Financial Status and Performance and Risk Management

I. Analysis of Financial Status

Unit: NT$ thousands

Unit: NT$ thousands Unit: NT$ thousands
Year
Item
2020 2019 Difference
Amount Ratio (%)
Current Asset 3,548,411
3,625,681

(77,270)
-2%
Long-term investment 3,268,377
3,105,676

162,701

5%
Property, Plant and
Equipment
4,883,232
4,773,614

109,618

2%
Other Assets 914,789
901,238

13,551

2%
Total Asset 12,614,809
12,406,209

208,600

2%
Current Liabilities 2,009,280
2,783,265

(773,985)
-28%
Non-Current Liabilities 900,000
1,050,000

(150,000)
-14%
Other Liabilities 1,611,458
1,784,552

(173,094)
-10%
Total Liabilities 4,520,738
5,617,817

(1,097,079)
-20%
Capital Stock 3,872,000
3,872,000

0

0%
Capital Surplus 171,699
151,374

20,325

13%
Retained Earnings 4,457,091
3,241,243

1,215,848

38%
Other Equity (406,719) (476,225) 69,506
15%
Total Shareholders' Equity 8,094,071
6,788,392

1,305,679

19%

Analysis of changes in the ratio of increase/ decrease of current/previous periods:

  1. Current liabilities decreased by 28% compared with the prior period, which was mainly due to a decrease in short-term bills payable and long-term borrowings due within one year or one operating cycle.

  2. Total liabilities decreased by 20% compared with the prior period, which was mainly due to a decrease in current liabilities.

  3. Retained earnings increased by 38% compared with the prior period, which was mainly due to an increase in profit or loss after tax in the current period.

  4. 246 -

Review and Analysis of Financial Status and Performance and Risk Management

II. Financial Performance

(I) Comparison and Analysis of Operating Results in the last two years

Unit:NT$thousands Unit:NT$thousands Unit:NT$thousands
Year
Item
2020 2019 Amount
Increase
(decrease)
Difference
Ratio (%)
Operating Revenue 7,670,020
7,116,009

554,011
8%
Operating Cost 6,267,997
5,996,028

271,969
5%
Gross Profit 1,402,023
1,119,981

282,042
25%
Operating Expenses 874,713
822,186

52,527
6%
Operating Profit 527,310
297,795

229,515
77%
Non-Operating Income
and Expenses
1,557,296
514,010

1,043,286
203%
Net Profit Before Tax 2,084,606
811,805

1,272,801
157%
Income Tax Expense 248,611
38,943

209,668
538%
Net Income 1,835,995
772,862

1,063,133
138%
Other Comprehensive
Net Income After Tax
19,210
83,371

(64,161)
-77%
Total Comprehensive
Income
1,855,205
856,233

998,972
117%

Analysis of changes in the ratio of increase/ decrease of current / previous periods:

  1. Operating gross margins in the current period increased by NT$282,042 thousand compared with the prior period, which was mainly due to an increase in operating income.

  2. Operating income in the current period increased by NT$229,515 thousand compared with the prior period, which was mainly due to an increase in operating income.

  3. Non-operating income and expenditure in the current period increased by NT$1,043,286 thousand compared with the prior period, which was mainly due to an increase in the gains on the disposal of property, plant and equipment.

  4. Income tax expense in the current period increased by NT$209,668 thousand compared with the prior period, which was mainly due to the reclassification of the land revaluation increment tax on the disposal of property, plant and equipment.

  5. Other comprehensive income in the current period decreased by NT$64,161 thousand, which was mainly due to a decrease in the unrealized gains or losses on investments in equity instruments measured at fair value through other comprehensive income and the exchange differences on translation of financial statements of foreign operations, and an increase in the share of other comprehensive income of associates accounted for using the equity method.

  6. 247 -

  7. (II) The potential impact of the expected sales and its basis on the Company's future financial business and response plans: The Company did not publish financial forecasts, and only set revenue targets based on the industrial environment, market supply and demand, and its operating conditions. The Company is financially robust and has sufficient funds to support all of its operations, research and development, and other relevant activities. It is estimated that there will be no adverse effects arising from the financial business in the coming year.

III. Cash Flow

(I) Liquidity analysis of cash flow in the last two years

Unit: NT$ thousands

Unit: NT$thousands Unit: NT$thousands
Year
Item
2020 2019 Difference
Amount
Increase
(decrease)
Amount
Increase
(decrease)
Amount Ratio (%)
Cash flow from operating
activities
377,240 514,975 (137,735) -27%
Cash flow from investment 1,222,220 (20,733) 1,242,953 5,995%
Cash flow from financing
activities
(1,927,891) (990,670) (937,221) -95%
Exchange rate gains and losses (2,056) 49,778 (51,834) -104%
Net cash flow (330,487) (446,650) 116,163 26%

Cash flow analysis:

  1. Decrease in cash inflow from operating activities was mainly due to an increase in inventories and in income tax paid.

  2. Increase in cash inflow from investing activities was mainly due to an increase in the proceeds from the disposal of property, plant and equipment.

  3. Increase in cash outflows from financing activities was mainly due to repayment of long- and short-term borrowings.

  4. (II) Improvement Plan for Insufficient Liquidity : The Company does not suffer from insufficient liquidity.

(III) Liquidity Analysis for the Coming Year:

Unit: NT$ thousands

Balance of
cash-beginning

Estimated net
cash flow
from
operating
activities
Estimated net
cash flow from
investment and
financing
activities
Cash Surplus
(Deficit)
Remedyfor Cash Inadequacy Remedyfor Cash Inadequacy


Investment activities
Financing activity
834,049 361,910 (606,762) 589,197 - -

IV. Impact of Major Capital Expenditures on Corporate Finances and Business for the Most Recent Year: N/A

  • 248 -

Review and Analysis of Financial Status and Performance and Risk Management

V. The major causes for profits or losses incurred by investments during the most recent year; rectifications and investment plans for the next year

(I) Investment policy

The company’s investment policy is to focus on the development of core businesses, take advantage of the vertical integration of the supply chain, and carefully evaluate various investment plans in order to strengthen the strategic objectives of the company’s investment deployment.

(II) The main reason for profit or loss and its improvement plan

The investment income recognized under the equity method in 2020 was NT$195,007 thousand, which was mainly due to the investment in core businesses with a focus on product research and development and to actively develop new customers.

(III) Investment plan for the coming year

The company’s long-term investment plan for the next year will continue to uphold the spirit of the investment policy to strengthen the competitiveness of the core business and try to explore a diversified business operation.

VI. Risk analysis and evaluation and response

  • (I) The impact of interest rate, exchange rate changes, and inflation on the company’s profit and loss and future response measures:

  • Impact on the company’s profit and loss:

Impact on the company’s profit and loss:
Item 2020 (NT$ Thousand; %)
Interest income and expenses, net -14,178
Exchange gains and losses, net -20,878
Ratio of net interest income and
expenditure to net operating income
-0.18 %
Ratio of net interest income and
expenditure to net income before tax
-0.68 %
Ratio of net exchange gains and losses
to net operating income
-0.27 %
Ratio of net exchange gains and losses
to net income before tax
-1.00 %
  • (1) Interest rate changes

The company’s liabilities are mainly loans in New Taiwan dollars. The company has signed mid-term and long-term loan contracts with the Bank of Taiwan and other banks with the loan interest rate evaluated at any time; therefore, the risk is controllable.

  • (2) Exchange rate changes

The company’s exchange rate risk is mainly from the exports of goods and imports of raw materials. The company has hedged the risk of exchange rate by making loans with letters of credit.

  • (3) Inflation

The inflation rate has been stable in Taiwan in recent years; therefore, the

  • 249 -

impact of inflation rate on the company’s operations or profits is minimal.

  1. Future response measures:

  2. (1) Response measures for changes in interest rates

The interest rate in money market is relatively low currently. In terms of lowering the risk of interest rate changes; the company had signed long-term loans agreements with the Bank of Taiwan and other banks in 2020, and also negotiated with financial institutions in response to changes in market interest rates; therefore, the risk is controllable.

  • (2) Response measures for changes in exchange rate

In terms of changes in exchange rate, hedge the risk of exchange rate changes by buying foreign exchange in advance at a better exchange rate, making loans with letters of credit, etc.

  • (3) Response measures for inflation

The company observes the fluctuation of market prices at any time and maintains a good relationship with suppliers to avoid a major impact of inflation on the Group.

(II) Policies on high-risk and highly leveraged investments, loaning of funds, endorsements/guarantees, and trading of derivatives; the main causes of any profit or loss incurred and future response measures:

  1. The company did not engage in any high-risk or highly leveraged investment in the most recent year.

  2. The company has formulated the “Procedures for Loaning of Funds” and “Procedures for Making of Endorsements/Guarantees” in accordance with the relevant law and regulations of the Financial Supervisory Commission. Such operation will be handled in accordance with the Procedures and reported in accordance with the regulations of the competent authority.

  3. The company did not engage in derivatives transactions in the most recent year.

(III) Future research and development plans, and the projected expenses:

1. Future R&D plan

The current R&D for electronic products is moving towards “smart home appliances,” which is also the mainstream of home appliance development in the future. In particular, how to cooperate with the arrival of the Internet age and provide a convenient smart home appliance is a research and development task for us to tackle. In response to the government’s promoting a smart country, smart communities, smart education, and smart homes have been able to integrate across fields through increasingly mature smart technologies, such as, artificial intelligence, the Internet of Things, and big data analysis. Under the circumstance, smart home appliances have a fundamental advantage to quickly enter families to connect various services and applications, which is the foundation for creating a smart country. In addition, in response to the government’s needs for smart education, Sampo continues to create a smart teaching environment needed for network applications, such as, electronic white boards, smart signage, AI information query, home smart networking displays, etc., especially when the lifestyle is affected by the COVID-19 pandemic, in response to the needs of digital online learning in the future and the implementation of smart teaching on campus, smart home appliances and displays

  • 250 -

Review and Analysis of Financial Status and Performance and Risk Management

are indispensable basic equipment.

In the development of home ultra-thin wide color gamut displays, technical research and development is still focusing on higher imaging technology, and strengthens the sound effect technology of Sampo’s unique Thunderbolt, continues the 4KHDR display and dual Dolby decoding application, and adds Google TV series. In addition to the original Dolby decoding, DBX-TV audio tuning technology has been introduced in the audio processing, which greatly improves the sound effects of Thunderbolt. In addition, large size 4K ultra-high resolution and dedicated video conferencing monitors are well recognized in the professional market and continue to gain market share. In terms of exporting ODM, the company focuses on R&D investment in video conference systems to meet customer needs for large-scale networked digital signage products, cash registers, advertising machines, vessel displays, and other LED LCD control panels so to continue to cooperate with wellknown international brands.

In terms of home appliances, the main products are: full series of Level 1 energy efficiency inverter system upgrade, R32 air-conditioning series lineup extension development, one-to-multiple inverter separation model research and development, Nano-Ti Aurora titanium Nano antibacterial refrigerator lineup extension, 610L large-capacity refrigerator development, development of a full range of AI smart energy-saving home appliances, research and development of Level 1 energyefficiency air cleaning humidifiers, etc.

  1. Estimated R&D expenditure:

The estimated R&D expenditure this year is approximately NT$82,221 thousand.

  • (IV) The impact of major domestic and foreign policy and changes in law on the company’s financial business and response measures: The company has taken appropriate measures to respond to major domestic and foreign policies and changes in law in the most recent years; therefore, there will be no significant impact on the company’s financial business.

  • (V) Effects of technological and industrial changes to the company’s financial and business performance, and the response measures:

The company always observes the technical development of digital electronics and home appliance industry and the evolution of information security technology with appropriate protective measures adopted. Up to now, the impact of technological changes and industrial changes on the company’s financial business is minimal.

  • (VI) The impact of corporate image change on corporate crisis management and response measures: None.

(VII) Expected benefits, possible risks, and response measures of merger and acquisition: No M&A is planed currently.

(VIII) The expected effect and possible risk of the plant expansion, and the response measures:

  1. Expected benefits: The license for use is obtained for Tainan plant, and the production line relocation plan is in progress. The expected benefits include having the production efficiency increased by 15% and the freight charges saved by 20%.

  2. Possible risks and response measures:

  3. 251 -

  4. A. Equipment depreciation and amortization: Improve production efficiency to reduce labor costs.

  5. B. Personnel issues in early stage: Train reserve personnel early and strengthen recruitment in southern Taiwan.

  6. C. Material supply chain: Develop the supplier of materials in southern Taiwan.

(IX) The risk of concentrated purchase or sales and the response measures:

Except for the company’s in-house production or transfer investment, there is no concern of over concentrated suppliers and customers comparing to the general practice of the industry.

  • (X) The impact and risks of the massive transfer or replacement of shares by the directors, supervisors, or major shareholders with more than 10% shareholdings on the company and the response measures: None

  • (XI) The impact and risks of the change in management on the company and the response measures: None

(XII) Major litigation, non-litigation, or administrative disputes of the company and the directors, supervisors, President, substantive persons in charge, major shareholders with more than 10% shareholdings, and subsidiaries that are closed or in pending with a result possibly influential to the shareholders’ equity or the securities prices:

  1. Refrigerator accident case of home appliances

The company sold a batch of home appliances to dealer in 2004, one of which was sold by its parent company to end user in the United States. The said end user subsequently claimed that a fire was caused by the company’s home appliances in 2012 with damages resulted; therefore, a lawsuit was filed against dealer for compensation. dealer and the said end user reached a settlement for the litigation with a compensation paid by dealer. dealer then filed an arbitration application to American Arbitration Association, requesting the company and Tianjin Xinbao to jointly compensate dealer. The American Arbitration Association made an arbitration judgment on February 3, 2016 and ruled that the company and Tianjin Xinbao should pay dealer US$3,052 thousand for related losses.

Regarding this foreign arbitration judgment, according to Paragraph 2, Article 47 of The Arbitration Law of ROC, if dealer applies for recognition to the court of Taiwan, it will have the same effect to both parties as a ruling delivered by the courts in Taiwan. dealer after obtaining the aforementioned arbitration judgment had applied to the U.S. District Court for the Southern District of New York to approve the arbitration judgment, and the Taoyuan District Court of Taiwan had served relevant judicial documents to the company in accordance with the provisions of reciprocal judicial assistance. The U.S. District Court for the Southern District of New York had delivered a ruling to recognize the arbitration judgment on January 17, 2018. However, as of the financial report issuance date, dealer had not yet applied to the courts in Taiwan to have the said arbitration judgment recognized, or requested the courts in Taiwan to rule for recognizing the ruling of the U.S. District Court for the Southern District of New York in accordance with Article 4-1 of the Compulsory Enforcement Act of Taiwan. Therefore, the time schedule of dealer’s claim for damages and the actual amount and scope of claims involved is expected to be postponed after the aforementioned date.

  • 252 -

Review and Analysis of Financial Status and Performance and Risk Management

In addition, the company had made claims to Chung Kuo Insurance Co., Ltd. (hereinafter referred to as “Chung Kuo”) for the aforementioned dealer’s claim for compensation. Chung Kuo Insurance Co., Ltd. refused to perform the insurance responsibility related to the said claim. The company had filed a lawsuit to the court based on the product liability insurance policy signed with Chung Kuo Insurance Co., Ltd., claiming that Chung Kuo Insurance Co., Ltd. should be liable for statutory claims and requiring Chung Kuo Insurance Co., Ltd. to pay the insurance settlement in this case. The company had appointed a lawyer to fully and adequately provide the court with the case’s claims and related supporting materials in favor of the company. According to the assessment of the legal consultant, there remained room for the company to claim after the ruling in the first instance of Taipei District Court. Therefore, an appeal has been filed in accordance with the law (Case No: 2020.Insurance.Sun.Zi No. 1 of the High Court), which is currently being processed by the Taiwan High Court. As of recently, the High Court had resumed the trial on November 9, 2020. In response to the replication of Chung Kuo Insurance Co., Ltd. and the court’s notice, the company continued to reiterate the relevant favorable explanations and the relevant evidence (i.e. U.S. arbitration judgments, certification of fire assessment and business appraisal reports, etc.); and also ensured the continuation of litigation and the company’s rights and interests. The judge ruled to have the certification and other procedures carried out. Therefore, it is estimated that there remains relevant court and case trial procedures to be carried out.

  • 253 -

(XIII) Other important risks and response measures:

  1. Information security risk assessment and analysis:

Most users use information systems to handle daily accounting operations along with the digitalized business operations; therefore, all data is stored in the computer system. The development of technology causes the company operations facing cyberattacks, data theft, virus threats, database intrusion or destruction, and other information security risks that are detrimental to the company’s business operations.

The company for minimizing possible losses adopts the following response measures for the information system according to the degree of impact caused by the damage occurred:

  • (1) Formulate various information security related policies and regulations, and have them implemented accordingly.

  • (2) Install a firewall to prevent outsiders from intruding into the system through the network.

  • (3) Install anti-virus software in the system server and terminal equipment used by colleagues to reduce the risk of virus infection and attack.

  • (4) General inquiry and printing have been masked for sensitive personal data to reduce the risk of personal data leakage.

  • (5) Install a host backup system and data backup mechanism, and send the backup media to a location different from the computer room for safekeeping.

  • (6) Perform annual system recovery drills to get familiar with having the operations resumed as quickly as possible when information system damage occurs.

  • (7) Promote information security annually to remind colleagues of information security awareness at any time. And reexamine the possible risks; also, upgrade appropriate hardware and software equipment resources.

As of the annual report publication date, the company did not have any major information security incidents occurred causing the company’s business and operations interrupted.

VII. Other aspects: There is currently no other material risk.

  • 254 -

Special Disclosures

Eight. Special Disclosures

I. Information on affiliated companies

  • (I) Organizational chart of affiliated companies

As of December 31st, 2020

==> picture [456 x 311] intentionally omitted <==

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

100% QUANBAO 61%
NELONG ENTERPRISE
INVESTMENT CO., 銓寶投資有限公司 年隆企業股份有限公司CORPORATION LTD.
LTD.
23.89%
48.76% AMIGO LOGISTICS 東源物流事業股份有 100% 頑味國際餐飲股份有限SAMPO INTERNATIONAL
CORPORATION FOOD SERVICE CO., LTD.
限公司 公司
100% 盛寶建設股份有限公SAMPO HOME INC. 100% 東源居家生活股份有限AMIGO HOME LIFE CO.,
SAMPO聲寶 LTD.
司 公司
100% 德寶家電股份有限公DEBAO HOME 51% 日新日茂國際物流股份NISSIN GLOBAL
APPLIANCE CO., LTD. LOGISTICS (TAIWAN) CO.,
司 有限公司LTD.
100% SAMPO 100%
INTERNATIONAL SAMPO ASSET 聚寶資產管理股份有限
TRADE& INVESTMENT MANAGEMENT CO., LTD. 公司
Co., Ltd
100% 70%
SAMPO JAPAN 株 DONGGUAN SAMPO
式會社SAMPO JAPAN INC. 東莞聖柏電子有限公司ELECTRONICS CO., LTD.
----- End of picture text -----

  • 255 -

Special Disclosures

  • (II) The basic Information about affiliated companies:

  • Information of direct investment companies:

Unit: NT$ thousands /US$ thousands/JPY thousands

Name of Company Date of
incorporation
Address Paid-in capital Main business or products
SAMPO INTERNATIONAL
TRADE& INVESTMENT Co., Ltd
1993.11.22 Omar Hodge Building, Wickhams Cay I, P.O. Box 362,
Road Town, Tortola, British Virgin Islands

US$1,000
Holding Company
QUANBAO INVESTMENT CO.,
LTD.
1998.09.21 9F.-1, No. 374, Sec. 2, Bade Rd., Songshan Dist.,
Taipei City
NT$ 1,143,250 Investment business
DEBAO HOME APPLIANCE CO.,
LTD.

1999.10.25
No.26, Dinghu Rd., Gueishan Dist., Taoyuan City NT$ 200,000 Household appliances manufacturing
AMIGO LOGISTICS
CORPORATION
1974.12.26 No.18-1, Dinghu 5th St., Guishan Dist., Taoyuan City NT$ 433,885 Transportation, Warehousing,
Logistics Services
SAMPO HOME INC. 2015.3.10 10f.-2, No.203, Gongyuan Rd., Linkou Dist., New
Taipei City
NT$500,000 Building construction and
development
SAMPO JAPAN INC. 2018.1.10 Iwatani Daini Bld.11f, 3-2-14, Azuchimachi, Chuo-Ku,
Qsaka-City,Osaka,541-0052,Japan.
JPY30,000 Trading
  1. Reinvestment information of affiliated companies:

Unit: NT$ thousands /US$ thousands

Name of Company Date of
incorporation
Address Paid-in capital Main business or products
NELONG ENTERPRISE
CORPORATION LTD.
2014.10.17 5f, No.15, Ziyou St., Tucheng Dist., New Taipei City NT$ 60,000 Household appliances and audio-
visual products manufacturing
DONGGUAN SAMPO
ELECTRONICS CO., LTD.
2017.7.26 Building B, Sintave Industrial Park, Lundu Road, Qisha
Village, Shatian Town, Dongguan City, China

US$ 2,000
Electronic product manufacturing and
sales
NISSIN GLOBAL LOGISTICS
(TAIWAN) CO., LTD.
1991.01.03 No.18-1, Dinghu 5th St., Guishan Dist., Taoyuan City NT$50,000 Forwarder, Warehousing
AMIGO HOME LIFE CO., LTD. 2004.12.02 No.18-1, Dinghu 5th St., Guishan Dist., Taoyuan City NT$21,000 Transportation, Warehousing,
Logistics Services
SAMPO INTERNATIONAL FOOD
SERVICECO.,LTD.
2018.10.26 No.26, Dinghu Rd., Gueishan Dist., Taoyuan City NT$100,000 Catering industry
SAMPO ASSET MANAGEMENT
CO.,LTD.
2018.12.03 10f.-1, No.203, Gongyuan Rd., Linkou Dist., New
Taipei City
NT$10,000 Real estate and asset management
  • 256 -

Special Disclosures

(III) For companies defined as holding company and its subordinate, relevant Information on shareholders shall be listed: None.

  • (IV) Directors, Supervisors and Presidents of Affiliated Companies

  • Information about directors, supervisors and managers of direct investment companies:

Unit: shares/US$/JPY;% Unit: shares/US$/JPY;%
Name of Company Title Name or Representative Shareholding/Investment
Shares/Investment
Amount
Shareholding
Ratio
SAMPO INTERNATIONAL
TRADE & INVESTMENT
Co., Ltd
Director Legal Representative of SAMPO CORPORATION- PENG,
CHUN-YEN
US$1,000,000 100.0%
Director Legal Representative of SAMPO CORPORATION- CHEN,
SHENG-CHUAN
QUANBAO INVESTMENT
CO.,LTD.
Chairman Legal Representative of SAMPO CORPORATION- PENG,
CHUN-YEN
114,325,000 Shares 100.0%
DEBAO HOME APPLIANCE
CO.,LTD.
Chairman Legal Representative of SAMPO CORPORATION- CHEN,
YE-KWAN
20,000,010 Shares 100.0%
SAMPO HOME INC. Chairman Legal Representative of SAMPO CORPORATION- CHEN,
SHENG-TIEN
50,000,000 Shares 100.0%
Director Legal Representative of SAMPO CORPORATION- CHEN,
SHENG-CHUAN
Director Legal Representative of SAMPO CORPORATION- HSU,
CHING-CHAO
Supervisor Legal Representative of SAMPO CORPORATION- PENG,
CHUN-YEN
General Manager YANG,MAO-SHEN - -
AMIGO LOGISTICS
CORPORATION
Chairman Legal Representative of SAMPO CORPORATION- CHEN,
SHENG-TIEN
21,154,865 Shares 48.76%
Director Legal Representative of SAMPO CORPORATION- HSU,
CHING-CHAO
Director Legal Representative of SAMPO CORPORATION- LUO,
WEI-HSU
  • 257 -
Special Disclosures Special Disclosures
Name of Company Title Name or Representative Shareholding/Investment
Shares/Investment
Amount
Shareholding
Ratio
Director/ General
Manager
Legal Representative of SAMPO CORPORATION - CHAN, I-
JUI
Director Legal Representative of FUDY INVESTMENT CO., LTD -
CHEN, SHENG-CHUAN
2,349,206 Shares 5.41%
Supervisor Legal Representative of QUANBAO INVESTMENT CO., LTD
- LU,TSE-AN

10,365,643 Shares
23.89%
Supervisor CHEN, SHENG-AN 436,216 Shares 1.01%
SAMPO JAPAN INC. Chairman Legal Representative of SAMPO CORPORATION- CHEN,
SHENG-TIEN
JPY30,000,000 100%
  • 258 -

Special Disclosures

2. Information about directors, supervisors and managers of affiliated reinvestment companies:

Unit: shares/US$; %

Unit: shares/US$;% Unit: shares/US$;%
Name of Company Title Name or Representative Shareholding/Investment
Shares/
Investment
Amount
Shareholding
Ratio
DONGGUAN SAMPO
ELECTRONICS CO., LTD.
Chairman Legal Representative of SAMPO INTERNATIONAL TRADE&
INVESTMENTCo.,Ltd-CHEN,YE-KWAN
US$1,400,000 70%
Director Legal Representative of SAMPO INTERNATIONAL TRADE&
INVESTMENTCo.,Ltd-CHEN, SHENG-CHUAN
Director Legal Representative of SAMPO INTERNATIONAL TRADE&
INVESTMENTCo.,Ltd- LU,TSE-AN
Director YUEH,PAI-CHUAN US$480,000 24%
Director CHEN, JU-CHENG US$120,000 6%
Supervisor PENG, CHUN-YEN - -
SAMPO INTERNATIONAL FOOD
SERVICE CO., LTD.
Chairman Legal Representative of QUANBAO INVESTMENT CO., LTD - CHEN,
SHENG-TIEN
10,000,000
Shares
100%
Director Legal Representative of QUANBAO INVESTMENT CO., LTD - LUO,
WEI-HSU
Director Legal Representative of QUANBAO INVESTMENT CO., LTD - PENG,
CHUN-YEN
Supervisor Legal Representative of QUANBAO INVESTMENT CO., LTD - CHIANG,
CHUAN-TIEN
SAMPO ASSET MANAGEMENT
CO.,LTD.
Chairman Legal Representative of SAMPO HOME INC - YANG, MAO-SHEN 1,000,000
Shares
100%
NELONG ENTERPRISE
CORPORATION LTD.
Chairman WU, TSUNG-LI 201,400
Shares
3.36%
Director Legal Representative of QUANBAO INVESTMENT CO., LTD - CHEN,
YE-KWAN
3,660,000
Shares
61%
Director Legal Representative of QUANBAO INVESTMENT CO., LTD - CHANG,
HONG
  • 259 -

Special Disclosures

Name of Company Title Name or Representative Shareholding/Investment Shareholding/Investment
Shares/
Investment
Amount
Shareholding
Ratio
Supervisor Legal Representative of MACLADY INVESTMENT LTD - LU, TSE-AN 600,000
Shares
10%
NISSIN GLOBAL LOGISTICS
(TAIWAN) CO., LTD.
Chairman Legal Representative of AMIGO LOGISTICS CORPORATION - CHAN, I-
JUI
2,550,000
Shares
51%
Director Legal Representative of AMIGO LOGISTICS CORPORATION - HSU,
CHING-CHAO
Director Legal Representative of AMIGO LOGISTICS CORPORATION - PENG,
CHUN-YEN
Director Legal Representative of NISSIN TRANSPORTATION &
WAREHOUSING(H.K.) LTD.-KIMURA, KUNIO
2,450,000
Shares
49%
Director Legal Representative of NISSIN TRANSPORTATION &
WAREHOUSING(H.K.)LTD.-KIKKAWA,YOSHIKI
Director /
General Manager
Legal Representative of NISSIN TRANSPORTATION &
WAREHOUSING(H.K.)LTD.-YOKOYAMA,TOSHIYUKI
Supervisor LU, TSE-AN - -
Supervisor MORITA, HAJIME - -
AMIGO HOME LIFE CO., LTD. Chairman Legal Representative of AMIGO LOGISTICS CORPORATION - CHAN,I-
JUI
2,100,000
Shares
100%
  • 260 -

Special Disclosures

(V) Operational Highlight of Affiliated Companies

Operational highlights of direct investment companies in 2020

Unit: NT$ thousands

Name of Company Name of Company Capital Capital Total Assets Total Assets Total
Liabilities
Total
Liabilities
Net Value Net Value Operating
Revenue
Operating
Revenue
Operating
Profit
Net
Income (after
Tax)
EPS
(after
Tax)
QUANBAO INVESTMENT CO., LTD. 1,143,250
797,388
200 797,188 41,410 39,509 41,496 N/A
SAMPO INTERNATIONAL TRADE& INVESTMENT
Co., Ltd
N/A
31,060 82,910 550 82,360 - (8,594) (1,699)
DEBAO HOME APPLIANCE CO.,LTD. 200,000 402,918 282,951 119,967 2,362,555 67,946 68,200 3.41
AMIGO LOGISTICS CORPORATION 433,885 1,386,228 450,583 935,645 903,896 149,524 116,389 2.68
SAMPO HOME INC. 500,000 474,730 32,244 442,486 16,433 (8,294) (10,113) (0.20)
SAMPO JAPAN INC. 8,547 5,627 - 5,627 871 (1,469) (484) N/A
Operational highlights of affiliated reinvestment companies in 2020 Unit: NT$thousands
Name of Company Capital Total
Assets
Total
Liabilities
Net
Value
Operating
Revenue
Operating
Profit
Net
Income (after
Tax)
EPS
(after
Tax)
DONGGUAN SAMPO ELECTRONICS CO.,LTD. 58,369 228,201 147,102 81,099 465,376 18,949 12,204 N/A
AMIGO HOME LIFE CO.,LTD. 21,000 38,956
16,917
22,039 146,720 1,238 1,243 0.59
NISSIN GLOBAL LOGISTICS (TAIWAN) CO.,
LTD.
50,000 45,441
4,213
41,228 8,668 (6,304) (6,096) (1.22)
SAMPO INTERNATIONAL FOOD SERVICE CO.,

100,000

101,842
39,564 62,278 31,799 (20,819) (20,848) (2.08)
LTD.
SAMPO ASSET MANAGEMENT CO.,LTD. 10,000 9,875 2,122 7,753
11,399
(1,807) (1,550) (1.55)
NELONG ENTERPRISE CORPORATION LTD. 60,000 241,972 155,343 86,629 169,856 21,563 19,193 3.20

Unit: NT$ thousands

  • 261 -

  • (VI) The overall business scope and cooperation status of the affiliated companies

  • A. The overall business scope of the affiliated companies:

    • a. Electronics industry: manufacturing and sales of computer peripheral products and technology products

    • b. Household appliance industry: manufacture and sale of household appliances

    • c. Construction industry: building construction, development and asset management

  • B. Status of business cooperation between the affiliated companies

Name of Company
Business cooperation status
DEBAO HOME APPLIANCE CO.,
LTD.
Manufacturing of household appliances
SAMPO JAPAN INC.
Household appliance trading business
NELONG ENTERPRISE
CORPORATION LTD.

Household appliances and electronic parts
manufacturing
AMIGO LOGISTICS
CORPORATION

Logistics services, such as warehousing
and transportation of household appliances
DONGGUAN SAMPO
ELECTRONICS CO., LTD.

Manufacturing and sales of electronic
products
SAMPO HOME INC.


Building development and asset
management、Promotion of smart
household appliances
  • (VII) Consolidated Financial Statements of Affiliated Companies: Please refer to Statement of Affiliate’s Consolidated Financial Report

(VIII) Affiliation Report: Not applicable.

II. Private Placement of Securities of the Most Recent Year up to the Publication Date of this Annual Report: None.

III. Holding or Disposal of the Company's Shares by the Subsidiaries of the Most Recent Year up to the Date of Publication of this Annual Report:

As of April 30, 2021 Unit: NT$ thousands; shares; %

Name of
affiliated
companies
Capital Source
of
funds

Our
company's
shareholding
ratio

Date of
holding
or
disposal

Number
and
amount
of shares
held


Number
and
amount
of shares
sold
Investment
profit and
loss

The number and
amount of shares
held by the
subsidiary on the
date of publication
of this annual report
Pledge
setting
status
Our
company's
endorsement
and
guarantee
amount for
subsidiaries

The amount
our
company
loaning
funds to the
subsidiaries
QUANBAO
INVESTMENT
CO., LTD.
1,143,250 - 100% - - - - 10,049,830 Shares
482,468 thousand
None None None
AMIGO
LOGISTICS
CORPORATION

433,885
- 72.65% - - - - 538,576 Shares
10,846 thousand
None None None

IV. Other Necessary Supplements: None.

  • 262 -

Special Disclosures

Nine. Events of Considerable Impact on Shareholders’ Equity or on Prices of Securities as Specified in Subparagraph 3, Paragraph 2 of Article 36 of the Securities and Exchange Act: None.

  • 263 -

SAMPO CORPORATION CHAIRMAN CHEN MAO-BANG INDUSTRY AND COMMERCE DEVELOPMENT FOUNDATION