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SANITAR Annual Report 2021

Jul 23, 2021

51930_rns_2021-07-23_e98421ca-7914-4660-b003-03fccc2aec08.pdf

Annual Report

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sStock Code: 1817

SANITAR Co., Ltd.

2020 Annual Report

Notice to readers

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

Taiwan Stock Exchange Market Observation Post System: http://mops.twse.com.tw

SANITAR’s Annual Report is available at: http://www.caesar.com.tw Printed on April 27th, 2021

I. Name, title, contact telephone number and e-mail address of the spokesperson and spokesperson-in-charge

Name of Spokesperson Chen Yu Cuan

Title: Deputy General Manager of Finance

Contact number: (02)8512-3712

E-mail address: [email protected]

Name of Proxy Spokesperson: Lee Ching Rong

Title: Special Assistant to the General Manager Contact number: (02)8512-3712

E-mail address: [email protected]

II. Address and number of head office, branch and factory

Head Office Address: 7F, No. 111-8, Xingde Road, Sanchong District, New Taipei City, Taiwan

Tel: (02)8512-3712

Addresses and telephone numbers of branch offices and factories: Not applicable

III. Name, address, website and telephone number of the transfer agent

Name: Stock Agency Department of Fubon Securities Co.

Address: 6F, No. 6, Sec. 1, Zhongxiao West Road, Zhongzheng District, Taipei City, Taiwan

Website: http://www.gfortune.com.tw Telephone: (02)2371-1658

IV. Name, address, website and telephone number of the accountant who issued the most recent annual financial report

Name of Accountant: Connie Y. Su, CPA, and Bo-Jen Weng, CPA

Name of Firm: Deloitte Taiwan

Address: 20F, No. 100, Songren Road, Xinyi District, Taipei City, Taiwan Website: http://www.deloitte.com.tw

Tel: (02)2725-9988

V. The name of the exchange where the overseas marketable securities are listed and

the way to inquire the information of the overseas marketable securities

None

VI. Company website

http://www.caesar.com.tw

Table of Contents

I. Report to Shareholders ................................................................................................................ 1 II. Company Profile ......................................................................................................................... 6 1. Date of Incorporation ........................................................................................................... 6 2. Company History.................................................................................................................. 6 III. Corporate Governance Report ................................................................................................ 8 1. Organization .......................................................................................................................... 8 2. Directors, Supervisors, President, Vice President, Assistant Managers and Heads of Departments and Branch Organizations .................................................... 11 Note 1: Passed by the Board in the board meeting held on Dec. 24, 2020. 3.3. Remuneration of Directors, Supervisors, President, and Vice President in the Most Recent Fiscal Year ........................................................................................... 17 4. Implementation of Corporate Governance ..................................................................... 31 5. Information Regarding the Company’s Audit Fee and Independence .................... 122 6. Replacement of CPA ......................................................................................................... 123 7. Where the company's chairperson, president, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its CPAs or at an affiliated enterprise of such accounting firm .................................................................................................... 123 8. Any transfer of equity interests and/or pledge of or change in equity interests (during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report) by a director, supervisor, managerial officer, or shareholder with a stake of more than 10 percent during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report ................................................... 124 9. Relationship information, if among the 10 largest shareholders any one is a related party, or is the spouse or a relative within the second degree of kinship of another ......................................................................................................... 126 10. The total number of shares and total equity stake held in any single enterprise by the company, its directors and supervisors, managerial officers, and any companies controlled either directly or indirectly by the company ......................................................................................................................... 128 IV. Capital Overview................................................................................................................... 129 1. Capital and shares ............................................................................................................. 129 2. Corporate Bonds ............................................................................................................... 136 3. Preferred Shares ................................................................................................................ 136

4. Global Depository Receipts............................................................................................. 136
5. Employee Stock Options.................................................................................................. 136
6. Status of New Shares Issuance in Connection with Mergers and Acquisitions...... 136
7. Financing Plans and Implementation............................................................................ 136
V. Operational Highlights .......................................................................................................... 138
1. Business Activities............................................................................................................ 138
2. Market and Sales Overview............................................................................................ 149
3. The Number, Average Years of Service, Average Age and Educational
Attainment of the Employees of the Company in the Last Two Years and
by the Print Date of the Annual Report..................................................................... 158
4. Environmental Protection Expenditure......................................................................... 158
5. Labor Relations.................................................................................................................. 159
6. Important Contracts.......................................................................................................... 161
VI. Financial Information ........................................................................................................... 162
1. Condensed Balance Sheet and Statement of Comprehensive Income of the
Last Five Years............................................................................................................... 162
2. Five-Year Financial Analysis........................................................................................... 169
3. Audit Committee’s Report for the Most Recent Year.................................................. 177
4. Financial statements for the most recent year.............................................................. 179
Sanitar Co., Ltd. ....................................................................................................................... 195
(1) Right-of-use assets—Buildings .............................................................................. 225
(2) Lease liabilities ........................................................................................................... 225
(VI)
Treasury shares ................................................................................................... 232
§DETAIL TABLES OF MAJOR ACCOUNTING ITEMS§ ....................................... 259
Sanitar Co., Ltd. and Its Subsidiaries ............................................................................. 293
(1) First-time application of IFRSs recognized and announced
effectiveness by FSC................................................................................................. 293
(2) Lease liabilities ........................................................................................................... 323
(6) Treasury shares ........................................................................................................... 330
5. Parent company only financial statements audited by CPAs for the most
recent year...................................................................................................................... 362
(6) If the Company and its associates have experienced financial difficulties in
the most recent year and by the print date of the annual report, the impact
on the financial position of the Company shall be specified.................................. 363
VII. Review of Financial Conditions, Financial Performance, and Risk Management . 364
1. Financial Conditions......................................................................................................... 364
2. Financial Performance...................................................................................................... 365
  1. Analysis of Cash flow ....................................................................................................... 366 4. The Impact of Major Capital Expenditures on Financial Operations ........................ 367 5. Investment Policy in the Most Recent Year, Main Causes for Profits or Losses, Improvement Plans and Investment Plans for the Coming Year .......................... 367 6. Analysis and Assessment of Risks.................................................................................. 369 7. Other Important Matters .................................................................................................. 374 VIII. Special Disclosure .............................................................................................................. 375 1. Information of the Associates .......................................................................................... 375 2. Private Placement Securities in the Most Recent Years ............................................... 378 3. Shares in the Company Held or Disposed of by Subsidiaries in the Most Recent Year .................................................................................................................... 379 4. Other Necessary Items to Be Supplemented ................................................................. 379 IX. Matters that Have Significant Effect on Shareholders' Equity or the Price of Securities ................................................................................................................................ 380

I. Report to Shareholders

Dear shareholders,

We would like to thank you for attending our annual shareholders' meeting and would like to express our sincere welcome on behalf of Caesar Sanitary Ware. The following is a report of the Company's operating results for the year ended December 31, 2020 and its operating plan for the year ended December 31, 2021.

1. Operating Performance in 2020

(1) Business Plan Implementation Results

For the year ended December 31, 2020, the Company's consolidated operating revenues were NT$2,306,521 thousand, a decrease of 1.22% compared to NT$2,334,926 thousand for the year ended December 31, 2009; consolidated net income was NT$220,056 thousand, an increase of 22.35% compared to NT$179,852 thousand for the year ended December 31, 2009; consolidated earnings per share was NT$3.04. Consolidated operating income remained at the same level as the same period last year. Many retail stores in Vietnam were temporarily closed due to the impact of the epidemic, which affected operating income and gross profit. In Taiwan, Taichung and Kaohsiung sales offices were established to further develop the local market, resulting in an increase in consolidated net income compared to the same period last year.

(2) Budget implementation

The Company did not publicly disclose its financial forecast in 2020.

  • (3) Financial situation and profitability analysis

Unit: NT$ thousands

Item Fiscal year Fiscal year FY2019 FY2020 Percentage
increase
(decrease)
Financial
situation
Operating revenue 2,334,926 2,306,521 -1.22
Gross operating profit 701,683 734,168 4.63
Net operating profit 246,713 289,046 17.16
Net profit before tax 245,543 289,575 17.93
Profitability Return on assets (%) 7.73 8.92 15.39
Return on equity (%) 10.60 12.91 21.79
Ratio
to
paid-in
capital (%)
Operating
profit
33.98 39.81 17.16
Pretax
profit
margin
33.82 39.89 17.95

1

Profit margin (%) 7.70 9.54 23.90
Earnings per share (NT$) 2.48 3.04 22.58

(4) Research and development status

Our research and development can be divided into two main areas, one is the improvement of production process and the other is the development of new products.

  1. Production process improvement

  2. (1) The single toilet and medium and large toilets are glazed inside the lead-in pipe to make the inside of the pipe less dirty and to improve the flushing efficiency.

  3. (2) Optimize the glaze of porcelain to improve the surface anti-pollution efficiency and the brightness of porcelain glaze.

  4. (3) Complete automatic embryo feeding system from high pressure production to oil inspection section.

  5. New Product Development

  6. (1) For example, the toilet combines the new generation of intelligent ion sensor technology, ozone sterilization and deodorization technology, Microbubble micro bubble shower to achieve deep skin cleansing and moisturizing effect, and the development of computer toilet and computer toilet cover with advanced functions. In the future, we will work together with Biophysical to develop a series of long-lasting germ-killing and cleaning related products for the development of technological sanitary ware.

  7. (2) In response to the development of the epidemic and the improvement of people's quality of life, we have developed a series of ozone sterilization products (toilet flush and sensor faucet) for public spaces to improve the quality of public hygiene.

  8. (3) The product design is developing towards the concept of serialization and overall bathroom space supporting, and the product items are streamlined, eliminating old styles and moving towards a fashionable and simple style.

  9. (4) In response to the mainstream market trend of bathroom storage and basin cabinet set in the future, our company has developed various new FFC cabinet basins with FFC technology in 2018. After the production of the bath cabinet factory, the modular design has the advantage of lowering the cost and speeding up the development of styles and speed. The development of new products will continue to develop new products that meet the needs of the market through the concepts of color diversification, combination and matching, and space expansion.

2

  1. Business Plan for 2021

  2. (1) Business objectives

    1. We continue to refine our production technology and actively develop new products and innovative designs to enhance product quality and value.

    2. To increase customer satisfaction, we combine product advantages, flexible combination solutions and prompt service to become the best choice for consumers.

    3. We attach importance to talent training, create a good working environment and development system, and cultivate talents as the cornerstone of sustainable management.

    4. We care about environmental protection, use green technology to reduce the consumption of electricity and water resources, improve the product manufacturing process to reduce the impact on the environment, protect the health of consumers, and do our part for the earth.

    5. The company operates with integrity and pragmatism, and upholds the business philosophy of "quality first and customer satisfaction", continuously investing in product development and innovation to bring consumers affordable luxury bathing experience, and sharing the business results with shareholders, employees and the public, gradually enhancing corporate value.

  3. (2) Sales forecast and its basis

The Company did not publicly disclose its financial forecast for FY2021.

  • (3) Important Production and Marketing Policies

    1. The bath cabinet factory and the faucet factory have been completed and opened. When the production capacity is gradually put in place, the benefits are expected to ferment and further increase the sales revenue of the porcelain and water categories.

    2. By utilizing FFC's technological advantages, we are able to manufacture high-end technology products and increase the price range of our products in order to position ourselves in the high-priced market.

    3. We also set up production plans, coordinate with sales policies and sales forecasts, effectively control the quantity and amount of inventory, provide sufficient safe inventory, and eliminate ineffective and stagnant inventory in a timely manner.

    4. Through media advertisements and the establishment of physical showrooms, the Company has been able to showcase its achievements in manufacturing technology in recent years and has developed a wide range of high quality basins, custom-made bath cabinets and technological bath products to boost consumers' desire to purchase Caesar bath products and stimulate the growth of sales revenue.

  • Future development strategy for the Company

3

The Company has been developing its production, sales and research and development capabilities in a stable and sound manner under the important premise of risk control. Vietnam is a member of the non-tariff organization of the Association of Southeast Asian Nations (ASEAN) and has actively signed economic cooperation agreements with other countries around the world. The ASEAN Free Trade Area has gradually entered into zero tariff since 2014.

We will continue to expand into the Southeast Asian market. Currently, we have local agents in Cambodia, the Philippines and Malaysia to operate our brand business, and we will continue to develop agents in Singapore, Indonesia and Myanmar, and we are planning to expand our OEM business in Europe and the U.S., so that we can develop our brand and OEM business in a dual way to gain a larger market share.

  1. The impact of the external competitive environment, regulatory environment and macroeconomic conditions

Although the VND has been depreciated in recent years due to the influence of the U.S. monetary policy, the international political and economic situation is expected to become more stable in the future, and the VND will slowly appreciate slightly, which is expected to reduce the impact of exchange rate differences. The Vietnamese government has also been actively promoting regional economic integration in recent years, and the overall economic environment has been improving year by year, and the national income has been increasing year by year.

Looking at the overall environment in Taiwan, real estate sales are growing steadily, and the recovery of the construction industry is driving demand for bathroom equipment and the momentum of the repair market.

In recent years, the Company has continued to focus on the development of energy-saving and carbon-reducing green energy products and long-lasting anti-bacterial cleaning technologies, increasing the number of products in the environmental protection and technology categories, and applying innovative technologies in the field of life, in order to increase business revenue and fulfill social responsibility.

In view of the increasingly fierce competition in the bathroom industry, enterprises that fail to keep up with the changes of the times will certainly face elimination. Therefore, the company will always respond to changes in the environment, laws and regulations, and the overall economy by pursuing more rapid response capabilities, strengthening the development of high-value products, improving product quality, reducing competition from inferior products at reduced prices, and deepening customers' trust in the brand image so that Caesar will become a sustainable enterprise, and strive to achieve a sustainable business in 2021.

4

Finally, we would like to thank our shareholders once again for their support and encouragement to Sanitar Co., Ltd. and send our best wishes.

Best wishes

Good health, all the best

Chairperson HSIAO, CHUN-HSIANG

5

II. Company Profile 1. Date of Incorporation

Jan. 26, 1988

2. Company History

  • 1988  Established as San Yuh Industrial Co., Ltd., the former company of Sanitar Co., Ltd., with a paid-in capital of NT 1,200 thousand.

  • 1996  Investment in 18.75% of Vietnam Caesar Sanitary Wares Joint Stock Company’s shares, with the main businesses on the production and sales of sanitary equipment.

  • 1997  Establishment and operation commencement of Porcelain Phase I of Vietnam Caesar Sanitary Wares Joint Stock Company.

  • 1999  Establishment of the Ho Chi Minh branch and Hanoi branch of Vietnam Caesar Sanitary Wares Joint Stock Company.

  • Attainment of ISO-9001 certification.

  • Cash capital increase of NT$105,000 thousand, amounting paid-in capital to NT$160,000 thousand after the capital increase.

  • 2002  Establishment of Da Nang Branch of Vietnam Caesar Sanitary Wares Joint Stock Company.

  • 2003  Name changed to Sanitar Co., Ltd.  Establishment of the Bathtub Plant of Vietnam Caesar Sanitary Wares Joint Stock Company.

  • 2004  Establishment of Bronze Plant of Vietnam Caesar Sanitary Wares Joint Stock Company.

  • 2007  Transfer of surplus to the capital increase of NT 40,000 thousand amounting paid-in capital to NT$160,000 thousand after the capital increase.

  • 2008  Inauguration of the new office building of Ho Chi Min Head Office.  Inauguration of the new office building of Da Nang Branch Office.

  • 2009  Cash capital increase of NT 300,000 thousand amounting paid-in capital to NT 500,000 thousand after the capital increase.

  • Investment in 99.99% of Vietnam Caesar Sanitary Wares Joint Stock Company’s shares, with the main businesses on the production and sales of sanitary equipment.

  • 2010  Transfer of surplus to the capital increase of NT 145,000 thousand amounting paid-in capital to NT 645,000 thousand after the capital increase.

  • 2011  The Financial Supervisory Commission of the Executive Yuan approved the first public offering of stocks and the listing on the Taiwan Stock OTC market.

  • Vietnam Caesar Sanitary Wares Joint Stock Company had a capital increase of about NT 101,219 thousand, amounting paid-in capital to NT 476,419thousand after the capital increase.

  • 2012  Vietnam Caesar Sanitary Wares Joint Stock Company had a capital

6

increase of about NT 96,721 thousand, amounting paid-in capital to NT 573,140 thousand after the capital increase.

  • Establishment of the Porcelain Phase II Plant of Vietnam Caesar Sanitary Wares Joint Stock Company, with German energy-saving and environmentally friendly furnaces as the main equipment.

  • 2013  Cash capital increase of NT 81,000 thousand amounting paid-in capital to NT 726,000 thousand after the capital increase.

  • Stock listed approved by Taiwan Stock Exchange Corporation.

  • 2014  Vietnam Caesar Sanitary Wares Joint Stock Company had a capital increase of about NT 90,090 thousand, amounting paid-in capital to

  • 2018 NT 663,230 thousand after the capital increase.

  • 2019  Inauguration of Zaoqiao Logistics Center.

  • Expansion of Bronze Plant of Vietnam Caesar Sanitary Wares Joint Stock Company.

  • Establishment of Wardrobe Plant of Vietnam Caesar Sanitary Wares Joint Stock Company.

  • Inauguration of the new office building of Hanoi Branch Office.

  • 2020  Investment in 18.20% of shares of Amsalp Biomedical Corporation, with main business on the authorization of sterilization technology for sanitary equipment.

  • Investment in 51% of shares of Kaisheng Sanitary Ware Co., Ltd., with main business on the sales of various sanitary ware.

7

III. Corporate Governance Report

1. Organization

(1) Organizational Structure

==> picture [568 x 422] intentionally omitted <==

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

Shareholders' Meeting
Monitor
Salary and Compensation
Committee
Board of Directors
Audit Office Nominating Committee
Chairman of the Board
Corporate Social
Responsibility Group
General Manager
Administration Office Research and Sales Management Financial Management
Development Division Office Division
8
----- End of picture text -----

(2) Major Corporate Functions

Department Main businesses
Auditing Office 1. To help the Board and management to inspect and review the
deficiencies of the internal control system and to measure the
effectiveness and efficiency of operations.
2. To offer suggestions regarding the improvement of the internal
control system so that the system can be implemented effectively.
3. To conduct annual audit plans, internal control self-assessment,
andproject auditing.
Research &
Development
Department
1. To have a comprehensive understanding of the applications of new
technologies and to assist with the updates of process technology and
product optimization.
2. To collect and analyze market and product tendencies and to plan
and develop related new products according to the company's brand
positioning.
3. To coordinate product design, management, and development.
4. To execute and maintain various patents, certifications, labels, etc.
5. To develop and assess the new suppliers, and to assist in finding
products with advantageouspricing.
Business
Management
Department
1. To formulate and execute the annual business goals and policies for
the domestic and foreign markets.
2. To develop domestic and foreign markets and promote business.
3. To formulate product sets, product profit rate, and sales pricing.
4.To build brand reputation, formulate advertisement plans, and
prepare marketing copywriting and catalogs for the domestic and
foreign markets.To establish online business strategies and set the
overall planning for the e-commerce cash flow, logistics, and
after-sales service.
Financial
Management
Department
1. Budget preparation and management.
2. Accounting affairs, as well as the preparation and analysis of the
consolidated financial statements.
3. Financial management, capital planning and control, and foreign
exchange operation management.
4. Tax affairs and operations.
5. Stocks, corporate governance, announcement, declaration, and
major information release.
6. Relationship maintenance between the Company spokespersons
and investors.
7. Information security planning and execution, information system
writing
and
maintenance,
and
computer
software/hardware
purchase and maintenance.

9

Administrative
Management
Department
1. Product quality evaluation, as well as enhancement, suggestion,
and tracking of deficiencies.
2. Control and management of the procurement, sales, delivery, etc.,
and inventory record management.
3. Product maintenance services, maintenance data collection, and
data statistical analysis.
4. Personnel andgeneral affairs.

10

2. Directors, Supervisors, President, Vice President, Assistant Managers and Heads of Departments and Branch Organizations

(1) Directors and Supervisors 1. Information of Directors and Supervisors

March 29,2021 March 29,2021 March 29,2021 March 29,2021
Title Nati
onali
ty/
Cou
ntry
of
Orig
in
Name Sex Date
Elected
Ter
m
Date First
Elected
Shareholding
when Elected
Current
Shareholding
Spouse & Minor
Shareholding
Shareholding by
Nominee
Arrangement
Experience
(Education)
Other Positions Executives, Directors or
Supervisors who are
spouses or within two
degrees of kinship
Note
Shares % Shares % Shares % Shares % Title Name Relat
ion
Chairper
son
ROC
HSIAO,
CHUN-
HSIANG

Male

107.06.13

3
year
s
78.06.05
5,013,581
(Note 1)

6.91

5,013,581
6.91
1,010,069
1.39
0

0

Bachelor of
International
Business, Tunghai
University
Chairman of the
Board,
legal
representative
of
Vietnam
Caesar
Sanitary
Wares
Joint
Stock
Company.
Chairman of the
Board,
legal
representative
of
Kaisheng Sanitary
Ware Co., Ltd.
Director,
legal
representative
of
Amsalp
Biomedical
Corporation
Representative
Director
of
the
Board of Slide Mei
Yao International
Co., Ltd.















Director
TSAI,
MING-H
SI
wife'
s
youn
ger
brot
her
No
Director ROC
CHANG
,
YUNG-
NAN
Male
107.06.13

3
year
s
88.06.30
2,881,975
3.97
2,881,975
3.97
174,491
0.24
0

0

Owner of
Zhan-xin Ceramic
Co., Ltd.
None No No No No

11

Director ROC TSAI,
MING-H
SI
Male
107.06.13

3
year
s
104.06.17
1,336,195
1.84
1,573,195
2.17
495,067
0.68
0

0

Master of Applied
Statistics, Fu Jen
Catholic
University
None Chairper
son
HSIAO,
CHUN-
HSIANG

elder
siste
r's
husb
and

No
Director ROC YU,
CHIH-H
SIN
Male
107.06.13

3
year
s
101.06.20
41,000
0.06
25,000
0.03
0

0

0

0

Banking and
Insurance
Division, Takming
Business School
Chairman of the
Board
of
Yu’s
Electric Co., Ltd.


No
No No No
Indepen
dent
Director
ROC CHEN,
SHIH-H
SIUNG
Male
107.06.13

3
year
s
101.06.20
0

0

0

0

0

0

0

0

Master of
Accounting,
Shanghai
University of
Finance and
Economics
Department of
Electrical
Engineering,
Provincial Taipei
Institute of
Technology
Associate
Accountant
of
Quancheng
Accounting
&
Associates

No
No No No
Indepen
dent
Director
ROC HSU,
FENG-Y
UAN
Male
107.06.13

3
year
s
101.06.20
0

0

0

0

0

0

0

0

Bachelor of Law,
National
Taiwan
University


Director of Fa-yu
Law Firm

No
No No No
Supervis
or
ROC LI,
WEN-Y
AO
Male
107.06.13

3
year
s
90.06.30
193,302
0.27
193,302
0.27
135,745
0.19
0

0

Business
Administration
Division of
Tamsui Institute
of Business
Administration
Owner of Wen-yao
Land
Administration
Agency

No
No No No
Supervis
or
ROC LIN,
KUO-H
UA
Male
107.06.13

3
year
s
96.06.30
2,572,574
3.54
2,572,574
3.54
685,409
0.94
0

0

Ph. D. of Law,
East China
University of
Political Science
and Law
Master of Science,
Chinese Culture
University

General Manager
of
Shanghai
Archie Industrial
Co., Ltd.



No
No No No
Supervis
or
ROC LIANG,
HSIN-Y
UNG
Male
107.06.13

3
year
s
92.06.30
1,504,159
2.07
1,504,159
2.07
0

0

0

0

Civil Engineering
Division of Nanya
Institute of
Technology
None No No No No

Note 1: 2,000,000 shares of "HSIAO, CHUN-HSIANG Trust Property Account", a delivery trust with reserved application rights. Note 2: As of the printing date of the annual report, none of the above-mentioned persons have been terminated.

12

March 29, 2020

The major shareholders of corporate shareholders

Not applicable.

  1. The major shareholders of the corporate shareholders of which the major shareholders are corporations Not applicable.

  2. Professional qualifications and independence analysis of directors and supervisors

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

An Instructor or Higher Position in
a Department of Commerce, Law,
Finance, Accounting, or Other
Academic Department Related to
the
Business
Needs
of
the
Company in a Public or Private
Junior
College,
College
or
University







A Judge, Public Prosecutor, Attorney,
Certified Public Accountant, or Other
Professional or Technical Specialist Who
has passed a National Examination and
been Awarded a Certificate in a Profession
Necessary
for
the
Business
of
the
Company






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





1
2 3 4 5 6 7 8 9 10 11 12
HSIAO,
CHUN-H
SIANG
0
CHANG,
YUNG-N
AN
0
TSAI,
MING-HS
I
0
YU,
CHIH-HSI
N
0
CHEN,
SHIH-HSI
UNG
0
HSU,
FENG-YU
AN
0
LI,
WEN-YA
O
0
LIN,
KUO-HU
A
0

13

LIANG,
HSIN-YU
NG
0
  • Note: Please tick the corresponding boxes that apply to the directors or supervisors during the two years prior to being elected or during the term of office. 1 Not an employee of the Company or any of its affiliates.

  • 2 Not a director or supervisor of the Company or any of its affiliates (not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which an independent director can also be the independent director) Not a director or supervisor of the Company or any of its affiliates (not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which an independent director can also be the independent (not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which an independent director can also be the independent director these companies mentioned above in accordance with the Act or local laws and regulations).

  • 3 Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking in the top 10 in holdings.

  • 4 Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding three subparagraphs.

  • 5 Not a director, supervisor, or employee of a corporate shareholder who directly holds 5% or more of the total number of outstanding shares of the Company, or who holds shares ranking in the top five holdings, or who appoints a representative to be outstanding shares of the Company, or who holds shares ranking in the top five holdings, or who appoints a representative to be the director or supervisor of the Company in accordance with Paragraph 1 or 2, Article 27 of the Company Act (not applicable in cases where the person is an independent director) cases where the person is an independent director of the Company, its parent company, or any subsidiary in which an independent director can also be the independent director these (not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which an independent director can also be the independent director these companies mentioned above in accordance with the Act or local laws and regulations). regulations).

  • (6) A majority of the Company's director seats or voting shares are not controlled by the same person: a director, supervisor, or employee of any other company (not applicable in cases where the person is an independent director of the Company, its parent employee of any other company (not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which an independent director can also be the independent director these companies mentioned) (not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which an independent director can also be the independent director these companies mentioned above) in accordance with the Act or local laws and regulations).

  • (7) The chairperson, president, or person holding an equivalent position of the Company are not the same person or spouses: a director (or governor), supervisor, or employee of any other company or institution (not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which an independent director can also be an independent director of the Company, its parent company, or any subsidiary in which an independent director can also be the (not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which an independent director can also be the independent director these companies mentioned above in accordance with the Act or local laws and regulations).

  • (8) Not a director, supervisor, managerial officer, or shareholder holding 5% or more of the shares, of a specified company or institution that has a financial or business relationship with the Company (this limit does not apply to where a specified company or institution holds 20% or more but not more than 50% of the total number of issued shares of or institution holds 20% or more but not more than 50% of the total number of issued shares of the Company nor 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, the Company and its parent or subsidiary or a subsidiary of the same parent.)

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

14

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

(11) Not been a person of any conditions defined in Article 30 of the Company Act.

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

15

(2) President, Vice President, Senior Manager, Heads of Departments

March 29, 2021

March 29, March 29, March 29, 202
Title Nationa
lity/
Countr
y of
Origin
Name Sex Date
Elected
Shareholding Spouse & Minor
Shareholding
Shareholding by
Nominee Arrangement
Experience (Education) Other Positions Managers who
are Spouses or
Within Two
Degrees of
Kinship
Not
e
Shares % Shares % Shares % Title Na
me
Rela
tion
President ROC CHEN,
WEI-CHI
H
Mal
e
105.01.01
866,489

1.19

314,000

0.43

0

0

Deputy General
Manager of Vietnam
Caesar Sanitary Wares
Joint Stock Company
(subsidiary).
Bachelor of Physics,
Tamkang University
General Manager of
Vietnam Caesar
Sanitary Wares Joint
Stock Company
(subsidiary).
Director, legal
representative of
Kaisheng Sanitary
Ware Co., Ltd.
Director of Bodok
Trading Co., Ltd.

No
No No No
Vice President ROC YEN,
WEN-HU
NG
Mal
e
96.01.01
345,000

0.48

114,419

0.16

0

0

Manager of Material
Department of Sanitar
Co., Ltd.
High school
None No No No No
COO ROC KU,
FENG-K
UEI
Mal
e
97.03.10
115,892

0.16

0

0

0

0

Associate Manager of
STG
Bachelor of Chinese
Language, Fu Jen
Catholic University
None No No No No
CFO and Senior
Corporate
Governance
Officer

ROC
CHEN,
YU-CHU
AN
Fem
ale
104.03.18
108.11.08


143,222

0.20

0

0

0

0

Manager of Finance
Department of Sanitar
Co., Ltd.
Master of Advanced
Management Graduate
Schol,National
None No No No No

16

==> picture [728 x 175] intentionally omitted <==

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

Chengchi University
Certified accountant in
Taiwan
Audit
Audit Supervisor of
supervisor of
AC&C International
Vietnam Caesar
Chief internal CHEN, Co., Ltd.
auditor ROC CHIEN- Mal 2020.12.2 0 0 0 0 0 0 Investment Associate Sanitary Wares No No No No
(Note 1) HSUN e 4 Manager of AC&C Joint Stock
Company
International Co., Ltd.
(subsidiary).
Audit Manager of
Louisa Professional
Coffee Ltd.
----- End of picture text -----

Note 1: Passed by the Board in the board meeting held on Dec. 24, 2020. 3.

17

3. Remuneration of Directors, Supervisors, President, and Vice President in the Most Recent Fiscal Year

(1) Remuneration of Directors and Independent Directors

Unit: NT$ thousands

Title Name Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Ratio of Total
Remuneration
(A+B+C+D) to
Net Income (%)
Ratio of Total
Remuneration
(A+B+C+D) to
Net Income (%)
Relevant Remuneration Received by Directors Who are Al
Employees
Relevant Remuneration Received by Directors Who are Al
Employees
Relevant Remuneration Received by Directors Who are Al
Employees
Relevant Remuneration Received by Directors Who are Al
Employees
Relevant Remuneration Received by Directors Who are Al
Employees
Relevant Remuneration Received by Directors Who are Al
Employees
Relevant Remuneration Received by Directors Who are Al
Employees
Relevant Remuneration Received by Directors Who are Al
Employees
s
Ratio of Total
Compensation
(A+B+C+D+E+
F+G) To Net
Income (%)
s
Ratio of Total
Compensation
(A+B+C+D+E+
F+G) To Net
Income (%)
Co
mp
ens
atio
n
Pai
d to
Dire
ctor
s
fro
m
an
Inv
este
d
Co
mp
any
Oth
er
tha
n
the
Co
mp
any'
s
Sub
sidi
ary
Base
Compensation
(A)
Severance Pay
(B)
Bonus to
Directors
(C)
Allowances
(D)
Salary,
Bonuses, and
Allowances
(E)
Severance Pay
(F) (Note)
Employee Bonus(G)
The
company
All
companies
in the
consolidated
financial
statements

The
company
All
companies
in the
consolidate
d financial
statements
The
company
All
companies
in the
consolidate
d financial
statements
The
company
All
companies
in the
consolidate
d financial
statements
The
company
All
companies
in the
consolidate
d financial
statements
The
company
All
companies
in the
consolidate
d financial
statements
The
company
All
companies
in the
consolidate
d financial
statements
The
Company
Companies in
the consolidated
financial
statements
The
Comp
any
All
compa
nies in
the
consoli
dated
financi
al
statem
ents
Cash Stock Cash Stock
Chairpers
on
HSIAO,
CHUN-HSI
ANG
3,361
4,024

0

0
1,167
1,167

70

70

2.09

2.39

0

0

0

0

0

0

0

0

2.09

2.39
No
Director CHANG,
YUNG-NA
N
240
240

0

0

583

583

60

60

0.40

0.40

0

0

0

0

0

0

0

0

0.40

0.40
No

18

Director TSAI,
MING-HSI
240
240

0

0

583

583

70

70

0.41

0.41

0

0

0

0

0

0

0

0

0.41

0.41
No
Director YU,
CHIH-HSIN
240
240

0

0

583

583

70

70

0.41

0.41

0

0

0

0

0

0

0

0

0.41

0.41
No
Independ
ent
Director
CHEN,
SHIH-HSIU
NG
240
240

0

0

583

583

90

90

0.41

0.41

0

0

0

0

0

0

0

0

0.41

0.41
No
Independ
ent
Director
HSU,
FENG-YUA
N
240
240

0

0

583

583

90

90

0.41

0.41

0

0

0

0

0

0

0

0

0.41

0.41
No
Please describe the policy, system, criteria and structure for the remuneration of independent directors, and the relevance to the amount of remuneration based on the
responsibilities, risks and time commitment: please refer to pages 10~16 of this annual report.
2. In addition to the above table, the remuneration received by the directors of the Company for services rendered to all companies in the financial statements (such as
servingas consultants to non-employees)in the most recentyear: 0

Note: This is the amount provided for retirement pension expense.

19

(2) Remuneration of Supervisors

Unit: NT$ thousands

(2) R emunerati on of Supervisors on of Supervisors on of Supervisors on of Supervisors Unit: NT$thousands
Title Name Remuneration of Supervisor Ratio of Total Remuneration
(A+B+C) to Net Income (%)
Compensation Paid to
Directors from an
Invested Company
Other than the
Company's Subsidiary
Salary (A) Bonus (B) Income from Professional
Practice(C)
The company All companies in the
consolidated financial
statements
The company All companies in
the consolidated
financial
statements
The company All companies in
the consolidated
financial
statements
The company All companies in
the consolidated
financial
statements
Supervisor LI,
WEN-YAO
240 240 583 583 70 70 0.41 0.41 No
Supervisor LIN,
KUO-HUA
240 240 583 583 70 70 0.41 0.41 No
Supervisor LIANG,
HSIN-YUNG
240 240 583 583 70 70 0.41 0.41 No

(3) Remuneration of the President and Vice President

Unit: NT$ thousands

Title Name Salary (A) Salary (A) Severance Pay (B) Severance Pay (B) Bonuses and
Allowances (C)
Bonuses and
Allowances (C)
Employee Bonus (D) Employee Bonus (D) Employee Bonus (D) Employee Bonus (D) Ratio of Total
Compensation
(A+B+C+D) To Net
Income(%)
Ratio of Total
Compensation
(A+B+C+D) To Net
Income(%)
Compensation
Paid to
Directors
from an
Invested
Company
Other than the
Company's
Subsidiary
The company All
companies
in the
consolidated
financial
statements
The company All
companies
in the
consolidated
financial
statements
The company All
companies
in the
consolidated
financial
statements
The co mpany All companies in the
consolidated financial
statements
The
company
All
companies
in the
consolidated
financial
statements
Cash Stock Cash Stock
President CHEN,
WEI-CHIH
1,909 2,644 108 108 1,511 1,572 385 0 385 0 1.78 2.14 No
Vice
President
YEN,
WEN-HUNG
1,650 1,650 108 108 535 535 274 0 274 0 1.17 1.17 No
COO KU,
FENG-KUEI
1,590 1,590 95 95 582 582 285 0 285 0 1.16 1.16 No
CFO CHEN,
YU-CHUAN
1,398 1,398 97 97 505 505 281 0 281 0 1.04 1.04 No

20

Note: This is the amount provided for retirement pension expense.

21

  • (4) Name of the Managers Who Distribute the Employee Bonus and the Situation of Distribution

Unit: NT$ thousands; March 9, 2021

Title Name In Stock In Cash Total Ratio of Total
Amount to Net
Income(%)
Manager President CHEN,
WEI-CHIH
0

1,225 1,225 0.56
Vice
President
YEN,
WEN-HUNG
COO KU,
FENG-KUEI
CFO CHEN,
YU-CHUAN

Note: The scope of application of the Manager, as stipulated by the Securities and Futures Commission, Ministry of Finance, Taiwan, March 27, 2003, letter order No. 0920001301, is as follows.

  - (1) General Manager and equivalent

  - (2) Vice President and equivalent

  - (3) Associate and equivalent

  - (4) Head of Finance Department

  - (5) Accounting department head

  - (6) Other persons who have the right to manage and sign for the company
  • (5) This is the analysis of the ratio of total remuneration paid by the Company and by all companies included in the consolidated financial statements for the two most recent fiscal years to directors, supervisors, president and vice presidents of the Company The relationship among of the policy, The relationship among of the policy, standard and combination for remuneration payment, remuneration determining process, operating performance and future risk is The relationship among of the policy, standard and combination for remuneration payment, remuneration determining process, operating performance and future risk is explained.

  • The ratio of total remuneration for the two most recent fiscal years to directors, supervisors, president and vice presidents of the Company to the net income after tax on the parent company only or individual financial statements

Fiscal year 2019 2019 2020 2020
The ratio of total
remunerationpaid by
The ratio of total
remunerationpaid by
The ratio of total
remunerationpaid by
The ratio of total
remunerationpaid by

22

Title the Company to the
net income after tax
on the parent
company only or
individual financial
statements (%)
all companies
included in the
consolidated financial
statements to the net
income after The
ratio of total
remuneration by all
companies included
in the consolidated
financial statements
to the net income
after tax on the
parent company only
or individual
financial statements
(%)
the Company to the
net income after tax
on the parent
company only or
individual financial
statements (%)
all companies
included in the
consolidated financial
statements to the net
income after The
ratio of total
remuneration by all
companies included
in the consolidated
financial statements
to the net income
after tax on the
parent company only
or individual
financial statements
(%)
Director 4.51 4.89 4.13 4.43
Supervisor 1.32 1.32 1.22 1.22
President
and Vice
President
4.62 5.09 5.14 5.50

23

  1. The policies, standards, and portfolios for the payment of remuneration (1) Directors' and supervisors' remuneration

The Company may pay remuneration to the directors and supervisors for the performance of their duties, regardless of operating profit or loss, in accordance with the Company's Articles of Incorporation, which authorize the Board of Directors to determine the value of their participation in and contribution to the Company's operations, taking into account the market rate in the industry. In addition, if the Company has a pre-tax profit for the year, the remuneration shall be distributed in accordance with the Company's Articles of Incorporation. The remuneration package for directors and supervisors consists of salary, remuneration to directors and supervisors and attendance fees.

  • (2) Remuneration for General Manager and Deputy General Manager

The President and Vice President shall be appointed and compensated in accordance with the Company's Articles of Incorporation and the Board of Directors' resolution. The compensation standards for managers are based on their individual performance, contribution to work, annual operating results, hard work, and compliance with company policies, as well as on market standards in the industry. The manager's compensation package consists of salary, bonus and employee compensation.

  1. Procedures for fixing remuneration

The remuneration policies and systems of the Company's directors and supervisors are evaluated by the Company's Nomination Committee and Remuneration Committee in accordance with the Company's "Performance Evaluation Method", and recommendations are made to the Board of Directors for approval by the Board of Directors. The Company's Nomination Committee and Compensation Committee also regularly review the performance and compensation of directors and supervisors.

  1. Correlation with operating performance and future risks

The remuneration of the Company's directors, supervisors and managers shall be determined with reference to market standards in the industry, taking into account individual performance, contribution to work and the Company's operating results, and therefore the Company's operating results and changes in market conditions are related to remuneration. The content and amount of compensation for directors, supervisors and managers will not deviate from financial performance and will not induce directors and managers to engage in behavior that exceeds the Company's risk appetite in pursuit of compensation.

24

The correlation between performance evaluation results and compensation for directors, supervisors and managers is as follows.

25

(1) Performance Evaluation Method

Target Criteria Description
Directors and
Supervisors
1. The Company has established the "Board of
Directors' Performance Evaluation Method", and
individual directors and supervisors will complete
self-assessment questionnaires for internal
evaluation after the end of the year
The self-assessment self-evaluation questionnaire covers the
following six major aspects, with a total of 23 indicators.
A. Mastery of the company's objectives and tasks
B. Awareness of Directors' Duties
C. Degree of participation in the company's operations
D. Internal Relationship Management and Communication
E. Professional and Continuing Education of Directors
F. Internal control
2. The Company has established a Nominating
Committee, which shall be evaluated in
accordance with the "Nominating Committee
Organizational Procedures".
After the year-end, the Nomination Committee will evaluate the
performance of each director and supervisor and report to the
Board of Directors in accordance with the "Nomination Committee
Organizational Procedures".
Managers 1. Annual operating results of the Company The year-end bonus is determined by the president with reference
to the annual operatingresults of the company.
2. Personal annual performance The manager's performance will be evaluated by the manager's
supervisor in accordance with the annual work performance, and
the evaluation items are as follows.
A. Mastery of the company's objectives and tasks
B. Leadership
C. Judgment
D. Manager'sprofessional and continuingeducation

26

(2) Performance Evaluation Results

A. Directors and Supervisors (Level 1 to 5, 5 being the best)

Title Name A. Mastery of
the company's
objectives and
tasks
B. Awareness
of Directors'
Duties
C. Degree of
participation in
the company's
operations
D.
Internal
Relationship
Management
and
Communication
E. Professional
and
Continuing
Education
of
Directors
F. Internal
control
Chairperson HSIAO,
CHUN-HSIANG
5 5 5 5 5 5
Director CHANG,
YUNG-NAN
5 4 5 5 5 5
Director TSAI,
MING-HSI
5 5 5 4 5 5
Director YU, CHIH-HSIN 5 5 4 5 5 5
Independent
Director
CHEN,
SHIH-HSIUNG
5 5 5 4 5 5
Independent
Director
HSU,
FENG-YUAN
5 5 5 5 5 4
Supervisor LI, WEN-YAO 5 4 5 5 5 5

27

Supervisor LIN, KUO-HUA 5 5 5 4 5 5
Supervisor LIANG,
HSIN-YUNG
5 4 5 5 5 5

B. Manager (Level 1 to 5, 5 being the best)

Title Name A. Mastery of the
company's objectives and
tasks
B. Leadership C. Judgment D. Manager's professional
and continuing education
President CHEN,
WEI-CHIH
5 5 5 5
Vice
President
YEN,
WEN-HUNG
5 5 4 4
COO KU,
FENG-KUEI
5 5 4 5
CFO CHEN,
YU-CHUAN
5 5 4 5

28

  • (3) Relevance and reasonableness of performance evaluation results and salary and compensation

  • A. Directors and Supervisors

  • a. Compensation: The compensation is based on the degree of participation and value of contribution to the Company's operations and the market rate in the industry. Based on the results of the performance evaluation, the directors and supervisors of the Company have performed their relevant functions and their compensation is reasonable.

  • b. Compensation: In accordance with the Company's Articles of Incorporation, if the Company has a pre-tax net profit for the year, no more than 2% shall be set aside as remuneration to directors and supervisors. 2 percent of the remuneration to directors and supervisors for 2020 is NT$5,833,000, and the remuneration to individual directors and supervisors shall be allocated in proportion to their individual income bases, with one base for each of outstanding performance and special contribution to the Company's business. Except for the Chairman of the Board of Directors who makes special contributions to the Company's business due to his management position, who is allocated two bases, the other directors and supervisors are allocated one base each.

  • The average attendance rate of the Board of Directors (excluding supervisors) for 2020 was 97.62%, and the average attendance rate of supervisors on the Board of Directors for 2020 was 100%.

B. Manager

  • a. Salary: The salary is determined based on the length of service, contribution and hard work, and with reference to the market standard in the industry. All of our managers have management, business, and financial experience, and have a certain level of performance in each of the performance indicators, so their salaries are reasonable.

  • b. Bonuses: mainly year-end bonuses and operating bonuses. The President is entitled to an operating bonus based on 0.5% of the annual consolidated net income before tax; managers other than the President are entitled to a year-end bonus based on monthly salary, payment base and performance evaluation base. The operating performance of the Company and the performance of individuals are related to the bonus for managers.

  • (c) Employee compensation: According to the Company's Articles of

29

Incorporation, 2% to 5% of the Company's annual net income before tax should be set aside as employee compensation, and the amount of individual manager's compensation will be granted according to the annual performance. 3% of employee compensation amounting to NT$8,749 thousand was set aside in 2020. The remuneration to managers was 0.56% and 0.59% of net income after tax for 2020 and 2019, respectively, which is still within a reasonable range.

30

4. Implementation of Corporate Governance

(1) Board of Directors

A total of 7 (A) meetings of the Board of Directors were held in FY2020. The attendance of directors and su ervisors was as follows: p

Title Name Attendance
in Person(B)
By Proxy Attendance
Rate(%) [B/A]
Attendance
Rate(%) [B/A]
Remarks
Chairperson HSIAO,
CHUN-HSI
ANG
7 0 100 No
Director CHANG,
YUNG-NA
N
6 0 85.71 No
Director TSAI,
MING-HSI
7 0 100 No
Director YU,
CHIH-HSIN
7 0 100 No
Independent
Director
CHEN,
SHIH-HSIU
NG
7 0 100 No
Independent
Director
HSU,
FENG-YUA
N
7 0 100 No
Supervisor LI,
WEN-YAO
7 0 100 No
Supervisor LIN,
KUO-HUA
7 0 100 No
Supervisor LIANG,
HSIN-YUN
G
7 0 100 No
Other mentionable items:
1.
If there are circumstances referred to in Article 14-3 of the Securities and Exchange Act and
resolutions of the directors ' meetings objected to by independent directors or subject to
qualified opinion and recorded or declared in writing, If there are circumstances referred
to in Article 14-3 of the Securities and Exchange Act and resolutions of the directors '
meetings objected to by independent directors or subject to qualified opinion and recorded
or declared in writing, the dates of the meetings, sessions, contents of motion, all
independent directors' opinions and the company's response should be specified.
Board of
Directors
Motions and follow-ups
Item listed in
Article 14-3
Objections
orqualified
Board of
Directors
Motions and follow-ups Item listed in
Article 14-3
Objections
orqualified

31

of Securities
Exchange
Act
opinions of
independent
directors
The
thirteenth
meeting of
the 14th
Board of
Directors on
2020.02.27
1. Revision of the provisions of the “Articles
of Association”.
V
2. Revision of the provisions of the "
Shareholders' Meetings Regulations".
V
3. Revision of the provisions of “Ethical
Operating
Procedures
and
Conduct
Guideline”.
V
4. 2019 Remuneration distribution for the
employees,
the
directors,
and
the
supervisors.
V
5. 2019 Business report and financial report V
6. 2019 Surplus distribution V
7. Formulation of “Internal Control System
Announcement”.
V
8. Assessment of the independence and
competence
of
the
public
certified
accountants.
V
9. Review of the directors and supervisors’
2019 continuing education status and
2020 continuingeducationplans.
V
10. Convention
of
2020
shareholders’
general meeting.
V
Opinions of independent directors: None
The Company’s response towards the opinions of the independent
directors: None
Resolution: As consulted by the Chairman, all proposals were approved by
the directorspresent without objection.
The
fourteenth
meeting of
the 14th
Board of
Directors on
2020.03.27
1. Revision of the provisions of the “Articles
of Association”.
V
2. Formulation of implementation of the
first repurchase of the Company’s shares.
V
3. Convention of 2020 shareholders’ general
meeting.
V
4. Kaohsiung business location housing
lease.
V
Opinions of independent directors: None
The Company’s response towards the opinions of the independent
directors: None
Resolution: As consulted by the Chairman, all proposals were approved by
the directorspresent without objection.
The
fifteenth
meeting of
the 14th
Board of
Directors on
2020.05.06
1.Revision of the provisions of “Measures
for
the
Transfer
of
the
First-time
Repurchase of the Shares to Employees”.
V
2.Revision
of
the
provisions
of
the
“Guideline of Corporate Governance
Practices”.
V
3.Revision of theprovisions of “Regulations V

32

of
Corporate
Social
Responsibility
Practices”.
4.Liability Insurance for the Directors,
Supervisors,and KeyEmployees.
V
5.Financial institutions’ credit limit. V
6.Endorsement
guarantee
for
Vietnam
Caesar
Sanitary
Wares
Joint
Stock
Company (subsidiary).
V
7.Revision
of
the
Company’s
internal
control system and internal audit practice
rules.
V
Opinions of independent directors: None
The Company’s response towards the opinions of the independent
directors: None
Resolution: As consulted by the Chairman, all proposals were approved by
the directorspresent without objection.
The
sixteenth
meeting of
the 14th
Board of
Directors on
1. Establishment of the cash dividend
distribution base date and cash dividend
payment date for theyear 2020.
V
2. Revision
of
the
2019
remuneration
payment of the directors and supervisors.
V
3. Revision
of
the
2019
remuneration
payment for the employees.
V
4. Revision of the 2019 operating bonus
payment.
V
5. Revision of CFO’s salaryadjustment. V
Opinions of independent directors: None
The Company’s response towards the opinions of the independent
directors: None
2020.06.09 Resolution:
Motion 2 & 4: Except for the directors and supervisors whose personal

interests are involved in the motion who withdrew during the discussion
and resolution, the other directors present at the meeting approved the
proposals without objection after being consulted by the Chairman.
The rest of the proposals, after being consulted by the Chairman, were
approved byall directorspresent.
The
seventeenth
meeting of
the 14th
Board of
Directors on
2020.08.05
1.Revision of the provisions of “Board
MeetingRegulations”.
V
2.Revision of the provisions of “Ethical
Conducts and Behaviors Guideline for the
Directors,Supervisors,and Managers”.
V
Revision of the provisions of “Measures for
the Transfer of the First-time Repurchase
of the Shares to Employees”.
V
4.Endorsement guarantee for Vietnam
Caesar Sanitary Wares Joint Stock
Company (subsidiary).
V
5.Kaohsiungexhibition center construction V

33

and decoration.
6.Recruitment of a manager for Product
R&D Center.
V
7.Financial institutions’ credit limit. V
Opinions of independent directors: None
The Company’s response towards the opinions of the independent
directors: None
Resolution: As consulted by the Chairman, all proposals were approved by
the directorspresent without objection.
The
eighteenth
meeting of
the 14th
Board of
Directors on
2020.11.04
1.Revision of the provisions of the "
Shareholders' Meetings Regulations".
V
2.Revision of the provisions of “Director
and Supervisor Election Guideline”.
V
3.Revision of the provisions of “Regulations
for the Scope of Duties of Independent
Directors”.
V
4.Establishment of “Risk Management
Policyand Procedures”.
V
Investment in a newly established
subsidiaryin Taoyuan.
V
6. Organizational structure adjustment. V
Opinions of independent directors: None
The Company’s response towards the opinions of the independent
directors: None
Resolution: As consulted by the Chairman, all proposals were approved by
the directorspresent without objection.
The
nineteenth
meeting of
the 14th
Board of
Directors on
2020.12.24
1.Revision of the provisions of the “Articles
of Association”.
V
2. Revision of the provisions of “Procedures
for Asset Acquisition and Processing”.
V
3.Revision of the provisions of “Procedures
for LoaningFunds to Third Party”.
V
4. Revision of the provisions of “Operating
Procedures for Endorsement Guarantee”.
V
Revision of the provisions of “Board
Performance Assessment Rules”.
V
Revision of the provisions of “Manager’s
Remuneration Rules”.
V
Land and real-estate asset sales in Toufen
City,Miaoli County.
V
Removal of the non-competition clause for
managers.
V
Cash increase for Kaisheng Sanitary Ware
Co.,Ltd.(subsidiary).
V
Change of internal audit supervisor. V
11.Review of the Company’s directors’ and
supervisors’ performance in 2020 and their
performance goals and remuneration in
2021.
V
12.Review of the Company’s managers’ V

34

performance in 2020 and their performance
goals and remuneration in 2021.
performance in 2020 and their performance
goals and remuneration in 2021.
performance in 2020 and their performance
goals and remuneration in 2021.
13. Review of the 2020 year-end bonus
distribution.
V
14.Financial institutions’ credit limit. V
15. Formulation of the Company’s 2021
annual operationplan and budgeting.
V
16.Formulation of the Company’s 2021
auditplans.
V
17.Special bonus distribution. V
Opinions of independent directors: None
The Company’s response towards the opinions of the independent
directors: None
Resolution
Motion 11: Except for the directors and supervisors whose personal
interests are involved in the motion who withdrew during the discussion
and resolution, the other directors present at the meeting approved the
proposals without objection after being consulted by the Chairman.
The rest of the proposals, after being consulted by the Chairman, were
approved byall directorspresent.
Name of Director Contents of Motion Causes for
Avoidance of
Conflict of Interest
Situation of Voting
HSIAO,
CHUN-HSIANG
,
CHANG,
YUNG-NAN,
TSAI,
MING-HSI, YU,
CHIH-HSIN,
CHEN,
SHIH-HSIUNG,
HSU,
FENG-YUAN
Review of the
remuneration plan for
directors and
supervisors in 2019
The content of the
motion concerns the
individual directors
listed on the left
The directors listed
on the left are
individually recused
from the discussion
and resolution, and
the remaining
directors present
will vote on the
resolution.

35

HSIAO,
CHUN-HSIANG
HSIAO,
CHUN-HSIANG
Review of the
Management Bonus
Plan for 2019
Review of the
Management Bonus
Plan for 2019
The content of the
motion concerns the
individual directors
listed on the left
The content of the
motion concerns the
individual directors
listed on the left
The directors listed
on the left are
individually recused
from the discussion
and resolution, and
the remaining
directors present
will vote on the
resolution.
HSIAO,
CHUN-HSIANG
,
CHANG,
YUNG-NAN,
TSAI,
MING-HSI, YU,
CHIH-HSIN,
CHEN,
SHIH-HSIUNG,
HSU,
FENG-YUAN
Reviewed the
performance of
directors and
supervisors in 2009
and the performance
targets and
remuneration for 2020
The content of the
motion concerns the
individual directors
listed on the left
The directors listed
on the left are
individually recused
from the discussion
and resolution, and
the remaining
directors present
will vote on the
resolution.
Assessm
ent cycle
Assessment
period
Assessment
scope
Assessment
method
Assessment content
Once
every
year
From
2020.01.01 to
2020.12.31
1.Assessment
of Board
performance.
2.Director
individual
performance
assessment.
3.Functional
committee
(Salary and
Remuneratio
n Committee
and
Nomination
Committee)
performance
assessment.
1.Board
internal
self-assessme
nt.
2.Director’s
self-assessme
nt.
1. Board performance
assessment”
1 The degree of
participation in the
Company’s operations.
2 The quality of the Board’s
decision making.
3 The composition and
structure of the Board.
4 The election and
continuing education of
the directors.
5 Internal control.
2.Director’s performance
assessment:
1 Mastering of the
Company’s goals and
missions.
2 Acknowledgement of the
director’s duties.
3 The degree of

36

participation in the Company’s operations. 4 Operation and communication in internal relationships. 5 Director’s professionalism and continuing education. 6 Internal control 1. Functional committees (Remuneration and Salary Committee and Nomination Committee)’ performance assessment: 1 The degree of participation in the Company’s operations. 2 Acknowledgement of the duties of the functional committees. 3 The quality of decision-making of the functional committees. 4 The constitution of the functional committees and the election of the members. 5 Internal control.

  1. Targets of enhanced functions of board of directors of the year and in the most recent year (e.g. establishing an audit committee, enhancing information transparency, etc.) and evaluation of implementation

Targets of enhanced functions of board of directors of the year and i n the most recent year (e.g. establishing an audit committee, The Board of Directors has been working on the establishment of an audit committee, enhancing information transparency, etc.) and progress assessment:

  • (1) The Company's board of directors' meeting regulations are established in accordance with the "Rules Governing the Meetings of the Board of Directors of Public Companies", approved by the board of directors and presented to the shareholders' meeting. The board of directors operates in accordance with the "Rules Governing the Meetings of the Board of Directors" to implement corporate governance, improve supervisory functions and strengthen management functions.

  • (2) All important resolutions of the Board of Directors are announced and reported on the Market Observation Post System in accordance with the law, and are simultaneously disclosed on the Investor Zone of the Company's website to provide investors with relevant information through the Internet in order to protect shareholders' rights and interests. The disclosure of financial and corporate governance information is an important responsibility of the Company, and the Company faithfully fulfills its

37

obligations in accordance with the regulations of the stock exchange and relevant laws and regulations. (3) The Company regularly arranges continuing education programs for its directors and supervisors each year in order to continuously enrich their knowledge and maintain their core values and professional strengths and capabilities. (4) The Company's Board of Directors approved the "Standard Operating Procedures for Handling Directors' Requests" on March 21, 2019 to help directors make informed decisions and perform their duties as directors and to enhance the effectiveness of the Board of Directors. (5) The Company's Board of Directors approved the purchase of liability insurance for the Company's directors, supervisors and key employees on May 6, 2020, to reduce and diversify the risk of material damage to the Company and its shareholders that may result from errors or negligent acts, and the insurance coverage was completed on June 1, 2020, in accordance with the law. (6) On November 8, 2019, the Board of Directors approved the "Board of Directors' Performance Evaluation Plan" to implement corporate governance and enhance the functions of the Board of Directors and functional committees (Salary and Compensation Committee and Nominating Committee) to establish performance targets to enhance the efficiency of the Board of Directors' operations. The report of the Board of Directors was submitted on March 9, 2021 and was disclosed in the Investor Zone of the Company's website. (7) The Board of Directors approved the establishment of the Nomination Committee on November 8, 108, to improve the functions of the Board of Directors, functional committees (Salary and Compensation Committee and Nomination Committee) and strengthen the management mechanism of the Company. (8) On November 8, 2019, the Board of Directors approved the designation of CHEN, YU-CHUAN as the Senior Corporate Governance Officer, who has more than three years of experience in financial, accounting and stock management of public companies, to protect shareholders' rights and interests and strengthen the functions of the Board of Directors. (9) The Company has established and implemented a spokesperson system, with a spokesperson and a proxy spokesperson to speak to the public, and has established a standardized speaking procedure, and requires the Company's internal employees to keep financial and business secrets and not to disseminate information to the public at will. In the event of any change in the spokesperson or proxy spokesperson, the information will be disclosed immediately.

38

  • (2) The Operation of the Audit Committee or the Participation of Supervisors in the Board

  • The Company has not yet established an Audit Committee.

  • A total of 7 (A) meetings of the Board of Directors were held in FY2020.

The attendance of su ervisors was as follows: p

Title Name Attendance in
Person(B)
Attendance Rate (%)
(B/A)
Remarks
Supervisor LI,
WEN-YAO
7 100 No
Supervisor LIN,
KUO-HUA
7 100 No
Supervisor LIANG,
HSIN-YUNG
7 100 No
Other mentionable items:
1. Composition and responsibilities of supervisors:
(1) Communications between supervisors and the Company's employees and
shareholders (e.g. communication channels and methods, etc.):
The Supervisor may contact the Company's employees and shareholders by
telephone or e-mail at any time if necessary. The Company invites the Supervisor
to attend the Board of Directors' meetings and shareholders' meetings, and the
Supervisor may request the Company's officers or employees to explain the
business they are managing, if necessary.
(2) Communications between supervisors and the Company's chief internal auditor and
CPA (e.g., items, methods and results of the audits of corporate finance or
operations, etc.):
The Company's supervisors regularly review the audit reports and may ask
the Company's Chief internal auditor and discuss them at any time. During the
annual report audit, the Company's supervisors communicate with the
accountant regarding the key audit matters (KAM).
2. If a supervisor expresses an opinion during a meeting of the Board of Directors, the
dates of the meetings, sessions, contents of motion, resolutions of the directors'
meetings and the company's response to the supervisor If a supervisor expresses
an opinion during a meeting of the Board of Directors, the dates of the meetings,
sessions, contents of motion, resolutions of the directors' meetings and the
company's response to the supervisor The Board of Directors shall be responsible
for the preparation of the Board's report and the Board's report:
None.

39

(3) Corporate Governance Implementation Status and Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies

Evaluation Item Implementation Status Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
1. Does the company establish
and disclose the Corporate
Governance Best-Practice
Principles based on "Corporate
Does the company establish
and disclose the Corporate
Governance Best-Practice
Principles based on the
"Corporate Governance
Best-Practice Principles for
TWSE/TPEx Listed
Companies"?
In order to establish a good corporate governance system, the Company
has established a "Code of Corporate Governance Practices" in accordance
with the "Code of Corporate Governance Practices for Listed Companies",
which is disclosed on the Market Observation Post System and the
Company's website.
No material
difference was
found.
2.
Shareholding
structure
&
shareholders' rights
(1)
Does the company establish
(1) As regulated by the “Guideline of Corporate Governance Practices”,
there is an “Investor Section” that provides the information of which
No material
difference was

40

Evaluation Item Implementation Status Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
an
internal
operating
procedure
to
deal
with
shareholders'
suggestions,
doubts, disputes (1) Does
the company establish an
internal operating procedure
to deal with shareholders'
suggestions,
doubts,
disputes and litigations, and
implement based on the
procedure?
(2)
Does the company possess
the
list
of
its
major
shareholders as well as the
ultimate owners of those


the shareholders are concerned and the contact channels with the
Company in the Company’s official website. A spokesperson and an
acting spokesperson are established to deal with shareholders’
suggestions and doubts. Lawyers shall be appointed to deal with
matters that involve legal issues or other disputes.
(2) The Company has gotten hold of the list of major shareholders who
has the actual control over the company and their ultimate
controllers, and regularly discloses the relevant pledges and
changes in equity changes of directors and shareholders holding
more than 10% of the shares in accordance with the laws and
regulations.
(3) The Company has established the “Subsidiary Supervision
Operating Measures” and “Group Enterprise, Specific Company
and Interest Party Transaction Operating Measures” in the
internal
control
system.
The
financial,
operational,
and
accounting of the affiliated enterprises are all working
independently with a dedicated staff, and are all under the
found.
No material
difference was
found.
No material
difference was
found.
No material
difference was

41

Evaluation Item Implementation Status Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
shares?
(3)
Does the company establish
and
execute
the
risk
management and firewall
system
within
its
conglomerate structure?
(4) Does the company establish
internal rules against insiders
trading with undisclosed
information?
control and audit of the parent company.
(4) The Company has established and implemented the“Operating
Procedures for the Prevention of Insider Trading” in the internal
control system.
found.
3.
Composition
and
Responsibilities of the Board
of Directors
(1)
Does the Board develop and
implement
a
diversified
policy for the composition of
its members?
1 The Company has established a “Nomination Committee” and adopted
the “Candidate Proposal System”. The director candidates shall be
nominated and evaluated by the “Nomination Committee”, then
approved by the Board of Directors, and submitted to the Shareholders’
Meeting for election. According to Article 20 of the “Guideline of
Corporate Governance Practices”, the Board members shall be
No material
difference was
found.

42

Evaluation Item Implementation Status Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
(2)
Does
the
company
voluntarily
establish other
functional
committees
in
addition to the Remuneration
Committee and the Audit
Committee? Committee?
(3)
Does the company establish a
standard
to
measure
the
performance of the Board,
and implement it annually?
(3)
Does
the
company
establish
a
standard
to
measure the performance of
the Board, and implement it
annually?
(4)
Does the company regularly
evaluate the independence of
equipped with the necessary knowledge, skills, and competencies to
perform their duties. To achieve this ideal goal of corporate
governance, the Board shall possess the following abilities:
1. Operation judgment ability
2. Accounting and financial analysis ability
3. Operation management ability
4. Crisis management ability
5. Industrial knowledge
6. Internaional market perspective
7. Leadership ability
8. Decision-making ability
To strengthen the corporate governance and promote the
integrated development of the Board’s constitution and structure,
it is indicated in Article 20 of the “Guideline of Corporate
Governance Practices”: The constitution of the Board of Directors
shall be diversified; however, directors who are also managers of
the companyshall not exceed one three of the total seats of

43

Evaluation Item Implementation Status Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
CPAs?
directors. Diversified planning shall be formulated regarding the
operations, business models, and development needs. It shall
include but not be limited to the following standards in terms of
two main aspects:
1. Basic conditions and values: gender, age, nationality, culture,
etc.
2. Professional knowledge and skills: Professional background
(such as law, accounting, industry, finance, marketing, or
technology), professional skills, industrial background, and
others.
The current Board of Directors is composed of six directors,
including four non-executive directors and two independent
directors. All members have abundant experiences and
professionalism in finance, law, industrial knowledge, and
management. The Company pays attention to gender equality in
the constitution of the Board, so thegoal for the female director
No material
difference was
found.
No material
difference was
found.

44

Evaluation Item Implementation Status Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
seat ratio is 12.5%. It is estimated to add a female director seat in
the next election of directors in order to achieve the goal. To
enhance the directors’ professionalism and independence, the
ratio for independent directors is aimed to be 50%. It is estimated
to increase the seats of independent directors in the next election
of directors in order to achieve this goal. Currently, none of the
directors works as the manager of the Company.Please refer to
Note 1 of this table for further information on the achievement of
Board member diversification (Pag. 36).
2 In addition to the Salary and Remuneration Committee as set in
accordance with the laws and regulations, a Nomination
Committee has been set voluntarily. The “Nomination Committee
Organization Rules” was approved in the Board’s meeting on
Nov 8th, 2019. The Company is planning to establish an Audit
Committee in 2021. The Company has already established the
“Board Performance Assessment Rules” and shall execute the
assessment at the end of everyaccounting year, which shall then

45

Evaluation Item Implementation Status Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
be submitted to the Board. Reviewed in the form of a survey, the
operation performance of the Directors in the Board of Directors,
the directors’ self-assessment, and the operational assessment of
the functional committees to themselves (the Salary and
Remuneration Committee and the Nomination Committee) shall
be conducted. The assessment results of the Board’s performance
assessment shall be used as a reference for the individual
director’s performance, salary, and remuneration, as well as
nomination and re-election. Regarding the item(s) with the lowest
scores, it shall be submitted to the Nomination Committee and
the Board for a briefing as they shall be taken as items for
improvement.
The assessment items of the Board performance assessment
include the following five main aspects:
1. The degree of participation in the Company’s operations.
2. The quality of the Board’s decision making.
3. The composition and structure of the Board.
No material
difference was
found.

46

Evaluation Item Implementation Status Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
4. The election and continuing education of the directors.
5. Internal control.
The assessment items of the directors’ self-assessment of
performance shall include the following six main aspects:
1. Mastering of the Company’s goals and missions.
2. Acknowledgement of the director’s duties.
3. The degree of participation in the Company’s operations.
4. Operation and communication in internal relationships.
5. Director’s professionalism and continuing education.
6. Internal control
The assessment items of the functional committee’ assessment of
performance shall include the following five main aspects:
1. The degree of participation in the Company’s operations.
2. Acknowledgement of the duties of the functional committees.
3. Thequalityof decision-makingof the functional committees.

47

Evaluation Item Implementation Status Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
4. The constitution of the functional committees and the election
of the members.
5. Internal control.
The results of the Board’s and the Remuneration and Salary
Committee’s performance assessment in 2020 were good, and the
results were reported to the Board on March 9th, 2021. The
Investor Section on the company’s official website was also
disclosed at the same time.
3 According to Article 29 of the “Corporate Governance Best Practice
Principles for TWSE/TPEx Listed Companies”, a regular (at least
once a year) assessment on the independence and competence of
the employed public certified accountant shall be conducted, and
the declaration of independence issued by certified public
accountants shall be obtained and submitted to the Board for the
approval of the appointment.
In 2020, after evaluating the independence of accountants by the
Company, the accountant Su Yu-xiu and WengBo-ren of Deloitte

48

Evaluation Item Implementation Status Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
Taiwan have their independence and competence in compliance
with the Company's independence assessment standards (Note 2
of this table, Pag. 34), and the declaration of independence was
issued by the accountants and given to the Company. The results
of the assessment were submitted to the Board on March 9th, 2021,
and were approved.
4.Do
Exchange-listed
and
OTC-listed companies appoint
an
adequate
number
of
corporate governance personnel
with
appropriate
Do
Exchange-listed and OTC-listed
companies appoint an adequate
number
of
corporate
governance
personnel
with
appropriate qualifications and
appoint
a
chief
corporate
(1) According to Article 3-1 of the “Corporate Governance Best Practice
Principles for TWSE/TPEx Listed Companies”, the Finance
Department shall be in charge of the Company’s corporate
governance unit, responsible for all matters related to corporate
governance. The duties include the following:
1. To handle all matters related to the Board’s and the
Shareholders’ meetings in accordance with the laws and
regulations.
2. To prepare the Board’s and the Shareholders’ meeting minutes.
3. To assist the directors and supervisors to take office and pursue
continuingeducation.
No material
difference was
found.

49

Evaluation Item Implementation Status Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
governance officer in charge of
corporate
governance
affairs
(including but not limited to
Do
Exchange-listed
and
OTC-listed companies appoint
an
adequate
number
of
corporate governance personnel
with appropriate qualifications
and appoint a chief corporate
governance officer in charge of
corporate
governance
affairs
(including but not limited to
providing
information
necessary
for
directors
and
supervisors to carry out their
business, assisting directors and
supervisors in complyingwith
4. To provide the necessary information for the directors and
supervisors to execute their duties.
5. To assist the directors and supervisors to comply with the laws
and regulations.
6. Other matters established of the Articles of Association or
Deeds.
(2) As approved by the Board’s meeting on Nov 8th, 2019, the CFO
Chen Yu-chuan will take the office of corporate governance
supervisor as she has been working in the financial, accounting,
and share-matters in public listed companies, with management
experience for more than three years. She has worked to
guarantee the shareholders’ rights and benefits and fortify the
Board.
(3) 2020 business operations:
1. To assist directors and supervisors to perform their duties,
provide the necessary information, and arrange further
studies:

50

Evaluation Item Implementation Status Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
the
law,
conducting
board
meetings
and
shareholders'
meetings in accordance with the
law, taking minutes of board
meetings
and
shareholders'
meetings, etc.)?
(1) To provide the board members with the latest information
of the statutory amendments related to corporate
governance, as well as their updates from time to time.
(2) To review the degree of confidentiality of the relevant
information and provide the board members with the
necessary information to keep the communication
between the directors/supervisors and the supervisors of
all departments smooth.
(3) To make meeting arrangements for the independent
directors based on theGuideline of Corporate Governance
Practices and to understand and discuss company relevant
businesses with the internal audit supervisors and public
certified accountants.
(4) To assist the Board members to arrange a continuing
education plan of at least six credits according to the
Company's industrial characteristics, and the directors'
and supervisors' academic background.

51

Evaluation Item Implementation Status Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
2. To assist the Board meeting and Shareholders’ meeting
procedures and resolutions to be in compliance with the laws
and regulations:
(1) To report the Company’s corporate governance status to
the Board, independent directors, and supervisors,
making sure that the relevant legality of the convention of
the Board and Shareholders’ meetings and corporate
governance rules and regulations.
(2) To assist and remind the Board members to comply with
the laws and regulations when making an official
resolution in the Board meeting.
(3) To announce important information in the Chinese and
English version at the Public Information Post System as a
reference for the investors after making important
resolutions in the Board meetings.
3. To maintain the relationships with the investors, convene at
least two legalperson briefings every year, and make

52

Evaluation Item Implementation Status Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
arrangements for the directors to have exchanges and
communication with the main shareholders, institutional
investors, or general shareholders so that the investors can
obtain sufficient information to assess and determine the
reasonable capital market value and to have shareholders’
rights well protected.
4. To formulate Board meeting agenda and notify the Board
members seven days prior to the meeting, offering them the
relevant information for the motions. If avoidance is needed
due to interest conflicts, they shall be reminded beforehand.
Board meeting minutes shall be completed twenty days after
the Board Meeting.
5. To handle the pre-registration of the date of the shareholders
meeting in accordance with the laws and regulations, prepare
meeting notices, meeting manuals, annual reports, and
meeting records within the statutory time limit, and make
announcements on the Public Information Post System; to

53

Evaluation Item Implementation Status Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
handle the relevant change registration after any amendment
of the Articles of Association or re-election of the Board.
6. To assess and insure suitable liability insurance for the
directors and supervisors, and remind them of the latest
Board report after the completion of the issuance.
(4) Please refer to Pag. 54 of the Annual Report for further information
of the management’s corporate governance continuing education
in 2020.
5. Does the company establish a
communication channel and
build a designated section on
its website for stakeholders
(including but not limited to
shareholders, employees,
customers and suppliers), as
well as handle all the issues
theycare for in terms of does
(1) An Interest Party Section is established in the Company’s official
website, which includes Shareholders Section, Customer Section,
Supplier Section, and Staff Section. The complaint channels and
contact information are all disclosed in the various sections. The
information of interest parties can be found in the Interest Party
Section on the Company’s website.
(2) A Shareholder Section is established on the Company’s website
together with the spokesperson and the acting spokesperson who
are responsible for the communication channels. An Investor
No material
difference was
found.

54

Evaluation Item Implementation Status Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
the company establish a
communication channel and
build a designated section on
its website for stakeholders
(including but not limited to
shareholders, employees,
customers and suppliers), as
well as handle all the issues
they care for in terms of
corporate social
responsibilities?
Section is also established on the Company’s official website,
where the financial and share related information is disclosed.
(3) A Customer Section is established on the Company’s website which
provides customer service e-mail and customer service hotline,
serving as the channels of communication for the consumers.
(4) A Staff Section is established on the Company’s website which
provides a staff hotline, e-mail, and staff e-mail, facilitating the
communication between the staff.
(5) The Company’s official website also provides a Supplier Platform
for the suppliers to submit their quotations and the Company to
manage the suppliers’ quality. It is served as a communication
channel with the suppliers.
The above-mentioned sections will respond promptly and appropriately
to important corporate social responsibility issues which are
concerned bythe interestparties.
6. Does the company appoint a
professional shareholder
The Company has entrusted a professional stock affairs agency, the
“Stock Affairs AgencyDepartment of Grand Fortune Securities” to
No material
difference was

55

Evaluation Item Implementation Status Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
service agency to deal with
shareholder affairs?
handle various stock affairs on behalf of the Company. found.
7. Information Disclosure
(1) Does the company have a
corporate website to disclose both
financial standings and the status
of corporate governance?
(2) Does the company have other
information disclosure channels
(e.g. building an English website,
appointing designated people to
(2) Does the company have other
information disclosure channels
(e.g. building an English website,
appointing designated people to
handle information collection and
disclosure, creatinga spokesman


(1) The
Company
has
established
an
exclusive
website:
http://www.caesar.com.tw,where the financial affairs and
corporate governance information are revealed in the Investor
Section, serving as a reference for the shareholders and interested
party. Information will be updated on a regular basis, facilitating
the investors to take it as reference.
(2) The company has appointed a dedicated staff to take charge of the
collection and disclosure of the Company’s information and has
established a spokesperson and an acting spokesperson to speak
on behalf of the Company. The management and employees are
requested to keep the financial business confidential, not to
disseminate information arbitrarily in order to fully implement
the spokesperson system. The process of the Company’s legal
person briefings has been uploaded to the Company’s official
No material
difference was
found.
No material
difference was
found.
No material

56

Evaluation Item Implementation Status Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
system,
webcasting
investor
conferences)?
3) Does the Company publicly
announce and file its annual
financial reports within two
months after the end of the
fiscal year, and announce
and file its first, second and
third quarter financial reports
as well as its operations for
each month well in advance of
the prescribed deadline?
Does the Company publicly
announce and file its annual
financial reports within two
months after the end of the
fiscalyear, and announce and
website, making sure that all information that may affect the
shareholders and the interested parties’ decision-making can be
disclosed in a timely and fair manner.
(3) The annual financial report must be announced and declared by the
Company within two months after the end of the accounting
year. The 2020 individual financial report and consolidated
financial report were submitted to the Board for approval on
March 9, 2021 and were then announced on the Public
Information Post System. The financial report of Q1 – Q3 of 2020
and the monthly operating conditions of 2020 have been
announced on the Public Information Post System before the
prescribed deadline.
difference was
found.

57

Evaluation Item Implementation Status Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
file its first, second and third
quarter financial reports as
well as its operations for each
month well in advance of the
prescribed deadline?
8. Is there any other important
information to facilitate a
better understanding of the
company's corporate
governance (e.g., including but
not limited to employee rights,
employee wellness, investor
relations, supplier relations,
rights of stakeholders,
directors' and supervisors'
training records, the
implementation of risk
(1) Employee’s rights and benefits and care of the employees
Please refer to Pag. 82 – 3 “Employee-management relationship”
of the annual report.
(2) Relationship with the investors
The Company has implemented the spokesperson and acting
spokesperson system, which is served as a communication
channel between the Company and the shareholders, investors,
and interested parties. The Company shall provide the various
information that may affect the investors’ decision-making in
accordance with the competent authority’s regulations related to
the information announcement and declaration.
(3) Relationshipwith the suppliers
No material
difference was
found.

58

Evaluation Item Implementation Status Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
management (e.g., including
but not limited to employee
rights, employee wellness,
investor relations, supplier
relations, rights of
stakeholders, directors' and
supervisors' training records,
the implementation of risk
management and risk
evaluation measures, the
implementation of customer
relations policies, and
purchasing insurance for
directors and supervisors)?
The Company has established “Supplier Management Measures”,
ensuring the delivery, quality, and pricing of the suppliers to be
in compliance with the Company’s needs and to establish good
communication and coordination.
(4) Interested parties’ rights
Please refer to the Interested Parties Section under the Investor
Section
on
the
Company's
official
website
(http://www.caesar.com.tw) and to the "Communication with
Interested Parties" on Pag. 48 of this annual report.
(5) Directors and supervisors’ continuing education
Please refer to the “2020 Directors and Supervisors' Continuing
Education on Corporate Governance" on Pag. 53 of this annual
report.
(6) Implementation of risk management policy and risk measurement
standards
Please refer to the risk management policies and procedures
under the Corporate Governance Section of the Investor Section

59

Evaluation Item Implementation Status Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
of the Company's official website and refer to Pag. 37 - 39 of this
annual report.
(7) Implementation of customer policy
The Company has established a Sales Department and a
Customer Service Department that offer channels of product
consultation and after-sales services and maintenance, keeping a
smooth contact channel with the customers.
(8) Liability insurance purchased by the Company for the Directors
and Supervisors
The purchase of liability insurance for the directors, supervisors,
and important employees was approved by the Board on May 6th,
2020 in order to reduce and disperse the risk of major damages to
the Company and shareholders that may be caused by mistakes
or negligence. The insurance was issued on June 1st, 2020 in
accordance with the laws and regulations.

60

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
9.please provide information on the improvements made based on the results of the latest annual corporate governance assessment
Please provide information on the improvements made based on the results of the latest annual corporate governance assessment
published by the Taiwan Stock Exchange Corporate Governance Center and suggest priorities and measures for improvement where
(a company which was not a target of assessment has no need to fill in this column.)
1. Improved situation
(1) The Company has convened a regular meeting of shareholders by the end of May.
(2) The Company has disclosed the specific management objectives and implementation of the Board of Directors' diversity
policy on the Company's website and annual report.
(3) The Company has established risk management policies and procedures approved by the Board of Directors to disclose
the scope of risk management, organizational structure and its operations.
(4) The Company has established an information security risk management framework, formulated information security
policies and specific management plans, and disclosed them on the Company's website or in the annual report.
(5) The Company has formulated an intellectual property management plan that is linked to its operational objectives, and
discloses the implementation status on the Company's website or in its annual report, and reports to the Board of Directors at least once
a year.
(6)The Companyhas synchronized the release of material information in English.

61

==> picture [746 x 398] intentionally omitted <==

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

Im lementation Status Deviations from the
p
Corporate
Governance
Best-Practice
Evaluation Item
Yes No Abstract Illustration Principles for
TWSE/TPEx Listed
Companies and
Reasons
(7) The Company has been approved by the Board of Directors or submitted to the Board of Directors 7 days prior to the
announcement deadline, and the financial report will be published within 1 day after the approval date or submission date.
(8) The Company has disclosed a specific dividend policy in its annual report.
(9) The Company has been invited to hold at least two (2) corporate meetings in 2020, and the first two corporate meetings of
the year under review are held at least three months apart.
2. Prioritization and Enhancement Measures
(1) The Company plans to upload the annual financial report in English, the English annual report, the English handbook
and the supplementary information of the meeting at 2021 Annual General Meeting of Shareholders.
(2) The Company plans to include at least one female director in the 2021 general election of directors.
(3) The Company plans to voluntarily establish more independent directorships than those required by the Act in 2021 year
of the general election of directors.
(4) The Company will revise the "Code of Corporate Governance Practices" in 2021 to provide for the appointment,
evaluation and remuneration of internal auditors to be reported to the Board of Directors or approved by the Chairman of the
Board of Directors through the Chief internal auditor's signature, and to be disclosed on the Company's website.
----- End of picture text -----

62

Note 1: Diversified Core Competency of the members of the Board

Core
Competency
1. Basic 1. Basic 2. Background 2. Background 2. Background 2. Background 2. Background 3. Industrial Experience 3. Industrial Experience 3. Industrial Experience 3. Industrial Experience 3. Industrial Experience 4. Expertise 4. Expertise 4. Expertise 4. Expertise 4. Expertise 4. Expertise 4. Expertise 4. Expertise

Composition
La
w
Accounti
ng
Indust
ry
Finan
ce
Marketin
g or
Technolo
gy
Lawy
er
Account
ant
Ban
k
Business
Administrat
ion
Manufactur
ing and
Sale

Accounti
Internatio
Business

ng,
Crisis Industry nal
Nationali Judgem Managem Leaders Decision-ma
Sex Financial Managem Knowle Market
ty ent ent Skills hip king Skills
Analytica ent Skills dge Perspecti
Name
Skills
l skills ve
HSIAO,
CHUN-HSIA ROC Male V V V V V V V V V V V V
NG
CHANG,

ROC
Male V V V V V V V
YUNG-NAN
TSAI, V
ROC Male V V V V V
MING-HSI
YU,
ROC Male V V V V V V V V
CHIH-HSIN
CHEN,
SHIH-HSIU ROC Male V V V V V V V
NG
HSU, V
FENG-YUA ROC Male V V V V V
N
The average age of the members of the Board was 56.7 years.

63

Note 2: Accountant inde endence evaluation criteria p

Item Item Company
Self-Assessment
Accountants'
Statement
1 The certifying accountant, his or her spouse, and dependent relatives have not
(1) The Company has a direct or indirect material financial interest in the Company.
(2) The Company has a business relationship with the Company or its directors, supervisors or
managers that affects independence.
Yes Yes
2 During the audit period, the certified public accountants, their spouses and dependents did
not hold any positions as directors, supervisors, managers, or positions that directly and
materially affected the audit of the Company.
Yes Yes
3 The certifying accountant does not currently hold any position as a director, supervisor, or
manager of the Company or any position that has significant influence on the Company within
the last two years, and has not undertaken to hold any such position.
Yes Yes
4 The certifying accountant is not related to the directors, supervisors or officers of the Company
by consanguinity, consanguinity, affinity or consanguinity within two degrees.
Yes Yes
5 The certifying accountant has not received any gift or present of significant value from the
Company or from any of the Company's directors, supervisors, managers or major
shareholders (the value of which does not exceed the normal standards of social etiquette)
Yes Yes

64

  • (4) If a company has established a remunearation committee, then it shall disclose the composition, responsibilities and operation of the If a company has established a remuneration committee, then it shall disclose the composition, responsibilities and operation of the committee:

1. Information of the Remuneration Committee Members:

Title Criteria
Name
Meets One of the Following Professional Qualification
Requirements,Together with at Least Five Years' Work Experience
Meets One of the Following Professional Qualification
Requirements,Together with at Least Five Years' Work Experience
Meets One of the Following Professional Qualification
Requirements,Together with at Least Five Years' Work Experience
Independence Criteria(Note 1) Independence Criteria(Note 1) Independence Criteria(Note 1) Independence Criteria(Note 1) Independence Criteria(Note 1) Independence Criteria(Note 1) Independence Criteria(Note 1) Independence Criteria(Note 1) Independence Criteria(Note 1) Number of
Other Public
Companies in
Which the
Individual is
Concurrently
Serving as a
Remuneration
Committee
Member
Remarks

An Instructor or Higher
Position
in
a
Department
of
Commerce,
Law,
Finance, Accounting, or
Other
Academic
Department Related to
the Business Needs of
the Company in a Public
or
Private
Junior
College,
College
or
University











A
Judge,
Public
Prosecutor,
Attorney,
Certified
Public
Accountant, or Other
Professional
or
Technical
Specialist
Who
has
passed
a
National
Examination
and been Awarded a
Certificate
in
a
Profession Necessary for
the
Business
of
the
Company












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
Independ
ent
Director
CHEN,
SHIH-HS
IUNG
0 No
Independ
ent
Director
HSU,
FENG-Y
UAN
0 No
Other HO,
CHENG-
WEI
0 No

Note 1: Please tick the corresponding boxes that apply to a member during the two years prior to being elected or during the term(s) of office. Please check the corresponding boxes that apply to a member during the two years prior to being elected or during the term( s) of office.

65

  • (1) Not an employee of the Company or any of its affiliates.

  • (2) Not a director or supervisor of the Company or any of its affiliates (not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which an independent director can also be the (2) Not a director or supervisor of the Company or any of its affiliates (not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which an independent director can also be the (not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which an independent director can also be the independent director these companies mentioned above in accordance with the Act or local laws and regulations).

  • (3) Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking in the top 10 in holdings.

  • (4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons (4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding three subparagraphs.

  • (5) Not a director, supervisor, or employee of a corporate shareholder who directly holds 5% or more of the total number of outstanding shares of the Company, or who holds shares ranking in the top five holdings , or who appoints a representative to be outstanding shares of the Company, or who holds shares ranking in the top five holdings , or who appoints a representative to be the director or supervior of the Company in accordance with Paragraph 1 or 2, Article 27 of the Company Act (not applicable in cases where the person is an independent director) cases where the person is an independent director of the Company, its parent company, or any subsidiary in which an independent director can also be the independent director these (not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which an independent director can also be the independent director these companies mentioned above in accordance with the Act or local laws and regulations). regulations).

  • (6) A majority of the Company's director seats or voting shares are not controlled by the same person: a director, supervisor, or employee of any other company (not applicable in cases where the person is an independent director of the Company, its parent employee of any other company (not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which an independent director can also be the independent director these companies mentioned) (not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which an independent director can also be the independent director these companies

66

mentioned above) in accordance with the Act or local laws and regulations).

  • (7) The chairperson, president, or person holding an equivalent position of the Company are not the same person or spouses: a director (or governor), supervisor, or employee of any other company or institution (not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which an independent director can also be an independent director of the Company, its parent company, or any subsidiary in which an independent director can also be the (not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which an independent director can also be the independent director these companies mentioned above in accordance with the Act or local laws and regulations).

  • (8) Not a director, supervisor, managerial officer, or shareholder holding 5% or more of the shares, of a specified company or institution that has a financial or business relationship with the Company (this limit does not apply to where a specified company has a financial or business relationship with the Company) institution that has a financial or business relationship with the Company (this limit does not apply to where a specified company or institution holds 20% or more but not more than 50% of the total number of issued shares of the Company) or institution holds 20% or more but not more than 50% of the total number of issued shares of the Company nor 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, the Company and its parent or subsidiary or a subsidiary of the same parent.)

67

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

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

  • Operation of the Remuneration Committee

  • (1) There are totally 3 members in the Remuneration Committee of the Company.

  • (2) The term of the current committee members is from June 13, 2018 to June 12, 2021. A total of 2 (A) Remuneration Committee meetings were held in FY2020; the qualification and the attendance record of the Remuneration Committee members were as follows A total of 2 (A) Remuneration Committee meetings were held in FY2020; The qualification and the attendance record of the Remuneration Committee members were as follows:

Title Name Attendance in
Person (B)
By Proxy Attendance Rate
(%) (B/A)
Remarks
Convener CHEN,
SHIH-HSIUNG
2 0 100 No
Committee
Member
HSU, FENG-YUAN 2 0 100 No
Committee
Member
HO, CHENG-WEI 2 0 100 No

68

Other mentionable items:
1.
If the board of directors declines to adopt or modifies a recommendation of the remuneration committee, it should specify
the date of the meeting, session, content of the motion, resolution by the board of directors, and the Company's response to
the recommendation. If the board of directors declines to adopt or modifies a recommendation of the remuneration
committee, it should specify the date of the meeting, session, content of the motion, resolution by the board of directors,
and the Company's response to the remuneration committee's opinion (e.g. the remuneration passed by the Board of
Directors exceeds the (eg., the remuneration passed by the Board of Directors exceeds the recommendation of the
remuneration committee, the circumstances and cause for the difference shall be specified):
None.
2.
Resolutions of the remuneration committee objected to by members or subject to a qualified opinion and recorded or
declared in writing, the date of the meeting, session, content of the motion, all members' opinions and the response to
members writing, the date of the meeting, session, content of the motion, all members' opinions and the response to
members'opinion should be specified:
Salary and
Remuneration
Committee
Motions and follow-ups
Resolution Result
The company's
handling of the salary
and compensation
committee's opinion
The Fourth
Fifth
2020.06.09
1. Revision of the 2019 remuneration payment
of the directors and supervisors.
2. Revision of the 2019 remuneration payment
for the employees.
3. Revision of the 2019 operating bonus
payment.
4. Revision of CFO’s salary adjustment.
Motion
1:
Except
for
the
directors and supervisors whose
personal interests are involved
in the motion who withdrew
during
the
discussion
and
resolution, the other directors
present at the meeting approved
the proposals without objection
after being consulted by the
Chairman.
The rest of the proposals, after
being
consulted
by
the
Chairman, were approved by all
As
consulted
by
the
Chairman in the Board
Meeting, all proposals
were approved by the
directors present without
objection.
Other mentionable items:
1.
If the board of directors declines to adopt or modifies a recommendation of the remuneration committee, it should specify
the date of the meeting, session, content of the motion, resolution by the board of directors, and the Company's response to
the recommendation. If the board of directors declines to adopt or modifies a recommendation of the remuneration
committee, it should specify the date of the meeting, session, content of the motion, resolution by the board of directors,
and the Company's response to the remuneration committee's opinion (e.g. the remuneration passed by the Board of
Directors exceeds the (eg., the remuneration passed by the Board of Directors exceeds the recommendation of the
remuneration committee, the circumstances and cause for the difference shall be specified):
None.
2.
Resolutions of the remuneration committee objected to by members or subject to a qualified opinion and recorded or
declared in writing, the date of the meeting, session, content of the motion, all members' opinions and the response to
members writing, the date of the meeting, session, content of the motion, all members' opinions and the response to
members'opinion should be specified:
Salary and
Remuneration
Committee
Motions and follow-ups
Resolution Result
The company's
handling of the salary
and compensation
committee's opinion
The Fourth
Fifth
2020.06.09
1. Revision of the 2019 remuneration payment
of the directors and supervisors.
2. Revision of the 2019 remuneration payment
for the employees.
3. Revision of the 2019 operating bonus
payment.
4. Revision of CFO’s salary adjustment.
Motion
1:
Except
for
the
directors and supervisors whose
personal interests are involved
in the motion who withdrew
during
the
discussion
and
resolution, the other directors
present at the meeting approved
the proposals without objection
after being consulted by the
Chairman.
The rest of the proposals, after
being
consulted
by
the
Chairman, were approved by all
As
consulted
by
the
Chairman in the Board
Meeting, all proposals
were approved by the
directors present without
objection.
Other mentionable items:
1.
If the board of directors declines to adopt or modifies a recommendation of the remuneration committee, it should specify
the date of the meeting, session, content of the motion, resolution by the board of directors, and the Company's response to
the recommendation. If the board of directors declines to adopt or modifies a recommendation of the remuneration
committee, it should specify the date of the meeting, session, content of the motion, resolution by the board of directors,
and the Company's response to the remuneration committee's opinion (e.g. the remuneration passed by the Board of
Directors exceeds the (eg., the remuneration passed by the Board of Directors exceeds the recommendation of the
remuneration committee, the circumstances and cause for the difference shall be specified):
None.
2.
Resolutions of the remuneration committee objected to by members or subject to a qualified opinion and recorded or
declared in writing, the date of the meeting, session, content of the motion, all members' opinions and the response to
members writing, the date of the meeting, session, content of the motion, all members' opinions and the response to
members'opinion should be specified:
Salary and
Remuneration
Committee
Motions and follow-ups
Resolution Result
The company's
handling of the salary
and compensation
committee's opinion
The Fourth
Fifth
2020.06.09
1. Revision of the 2019 remuneration payment
of the directors and supervisors.
2. Revision of the 2019 remuneration payment
for the employees.
3. Revision of the 2019 operating bonus
payment.
4. Revision of CFO’s salary adjustment.
Motion
1:
Except
for
the
directors and supervisors whose
personal interests are involved
in the motion who withdrew
during
the
discussion
and
resolution, the other directors
present at the meeting approved
the proposals without objection
after being consulted by the
Chairman.
The rest of the proposals, after
being
consulted
by
the
Chairman, were approved by all
As
consulted
by
the
Chairman in the Board
Meeting, all proposals
were approved by the
directors present without
objection.
Other mentionable items:
1.
If the board of directors declines to adopt or modifies a recommendation of the remuneration committee, it should specify
the date of the meeting, session, content of the motion, resolution by the board of directors, and the Company's response to
the recommendation. If the board of directors declines to adopt or modifies a recommendation of the remuneration
committee, it should specify the date of the meeting, session, content of the motion, resolution by the board of directors,
and the Company's response to the remuneration committee's opinion (e.g. the remuneration passed by the Board of
Directors exceeds the (eg., the remuneration passed by the Board of Directors exceeds the recommendation of the
remuneration committee, the circumstances and cause for the difference shall be specified):
None.
2.
Resolutions of the remuneration committee objected to by members or subject to a qualified opinion and recorded or
declared in writing, the date of the meeting, session, content of the motion, all members' opinions and the response to
members writing, the date of the meeting, session, content of the motion, all members' opinions and the response to
members'opinion should be specified:
Salary and
Remuneration
Committee
Motions and follow-ups
Resolution Result
The company's
handling of the salary
and compensation
committee's opinion
The Fourth
Fifth
2020.06.09
1. Revision of the 2019 remuneration payment
of the directors and supervisors.
2. Revision of the 2019 remuneration payment
for the employees.
3. Revision of the 2019 operating bonus
payment.
4. Revision of CFO’s salary adjustment.
Motion
1:
Except
for
the
directors and supervisors whose
personal interests are involved
in the motion who withdrew
during
the
discussion
and
resolution, the other directors
present at the meeting approved
the proposals without objection
after being consulted by the
Chairman.
The rest of the proposals, after
being
consulted
by
the
Chairman, were approved by all
As
consulted
by
the
Chairman in the Board
Meeting, all proposals
were approved by the
directors present without
objection.

Salary and
Remuneration
Committee

Motions and follow-ups
Resolution Result The company's
handling of the salary
and compensation
committee's opinion
The Fourth
Fifth
2020.06.09
1. Revision of the 2019 remuneration payment
of the directors and supervisors.
2. Revision of the 2019 remuneration payment
for the employees.
3. Revision of the 2019 operating bonus
payment.
4. Revision of CFO’s salary adjustment.
Motion
1:
Except
for
the
directors and supervisors whose
personal interests are involved
in the motion who withdrew
during
the
discussion
and
resolution, the other directors
present at the meeting approved
the proposals without objection
after being consulted by the
Chairman.
The rest of the proposals, after
being
consulted
by
the
Chairman, were approved by all

As
consulted
by
the
Chairman in the Board
Meeting, all proposals
were approved by the
directors present without
objection.

69

directors present.
The Fourth
Sixth
2020.12.24
1. Revision of the provisions of “Board
Performance Assessment Rules”.
2. Revision of the provisions of “Manager’s
Remuneration Rules”.
3. Review of the Company’s directors’ and
supervisors’ performance in 2020 and their
performance goals and remuneration in
2021.
4. Review
of
the
Company’s
managers’
performance in 2020 and their performance
goals and remuneration in 2021.
5. Review of the distribution of compensations
for the directors and supervisors, as well as
the employees, in 2020.
6. Review
of
the
2020
operating
bonus
distribution.
7. Review
of
the
2020
year-end
bonus
distribution.
8. Discussion of the Company’s Salary and
Remuneration Committe’s 2021 work
plan.
Except
for
the
committee
members
whose
personal
interests are involved in the
motion who withdrew during
the discussion and resolution,
the other committee members
present at the meeting approved
the proposals without objection
after being consulted by the
Chairman.
Motion 3:
Except for the directors and
supervisors
whose
personal
interests are involved in the
motion who withdrew during
the discussion and resolution,
the other directors present at the
meeting approved the proposals
without objection after being
consulted by the Chairman.
The rest of the proposals, after
being
consulted
by
the
Chairman, were approved by all
directors present.
As
consulted
by
the
Chairman in the Board
Meeting, all proposals
were approved by the
directors present without
objection.

70

  • (5) Implementation of Corporate Social Responsibility and the Deviations from the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons
Evaluation Item Implementation Status Deviations from the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
1. Does the company conduct
risk assessment on
environmental, social and
corporate governance issues
related to its operations in
accordance with the
principle of materiality, and
formulate relevant risk
management policies or
strategies? Does the
company conduct risk
assessment on
environmental, social and
corporate governance issues
related to its operations in
accordance with the
(1) The Company has established the “Regulations of Corporate
Social
Responsibility
Practices”
which
stipulates
the
performance of relevant risk assessments on key issues based
on the principle of the importance of corporate social
responsibility and set the relevant risk management policies
or strategies after conducting the relevant assessments. The
“Risk Management Policy and Procedures” was approved by
the Board on Nov 4th, 2020, which will be served as the
highest instruction principle for risk management. The
Company will conduct a regular annual risk assessment and
formulate risk management policies targeting various risks. It
will cover the management goals, management scope and
basis, organizational structure and duties, risk measurement
mechanism, and risk management implementation, in order
to identify, measure, and control the various risks in an
effective manner. All risks arisingfrom the business activities
No
material
difference
was
found.

71

Evaluation Item Implementation Status Implementation Status Deviations from the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
principle of materiality, and
formulate relevant risk
management policies or
strategies?
shall be controlled within an acceptable scope.
(2) The Company’s risk management scope is as the following:
Risk
management
scope
Risk management description
(1) Market
1.
Politics and economy: Risk factors related to
domestic and foreign politics and economies
that may influence the Company’s finance
and/or business.
2.
Industry: Risk factors consist of the domestic
and foreign industries that have direct and/or
indirect relationships with the Company’s
industry, impacting our finance and/or
business.
(2) Operation
s
1.
Operations: Risks arising from the change of
business and operation models, organizational
Risk
management
scope
Risk management description
(1) Market 1.
Politics and economy: Risk factors related to
domestic and foreign politics and economies
that may influence the Company’s finance
and/or business.
2.
Industry: Risk factors consist of the domestic
and foreign industries that have direct and/or
indirect relationships with the Company’s
industry, impacting our finance and/or
business.
(2) Operation
s
1.
Operations: Risks arising from the change of
business and operation models, organizational

72

Evaluation Item Implementation Status Implementation Status Deviations from the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
structure adjustment, product elimination,
product and service design, quality
management, and business contracts related to
major risk management.
2.
Finance: Risks arising from asset evaluation,
credit and solvency, liquidity risks, and
accounting policies, that may affect the
Company.
3.
Supply chain: Risks arising from supplier
quality, pricing, and delivery, corporate social
responsibility related issues, that may affect the
Company.
4.
Information security: Risks arising from digital
information security, general information
protection regulations, etc. that may affect the
Company.
5.
Public relations: Risks arisingfrom issues

73

Evaluation Item Implementation Status Implementation Status Deviations from the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
related to public relations, such as brand
management, shaping, and maintenance of the
business image, etc. that may affect the
Company.
6.
Intellectual property rights: Such as patent
application and maintenance, intellectual
propertyrightprotection, etc.
(3) Investmen
t
For example, risks due to the intensive concentration
of reinvestment subjects, high-risk and
high-leverage operations, trading of derivative
financial products, financial management, and other
short-term investment market price fluctuations, or
risks arising from the operation scope management
from long-term invested companies caused to the
Company.
(4) Statutory
regulation
Legal risks arising from the various possible
infringement of the Company’s rights and benefits

74

Evaluation Item Implementation Status Implementation Status Deviations from the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
arising from the incompliance of the relevant laws
and regulations, including but not limited to laws
and regulations related to labor, company, securities
exchange, import and export, industrial conduct
standard, requests of the competent authorities, etc.
(5) Environm
ent
1.
Risks arising from greenhouse gases
management, carbon right management,
energy management, and other relevant issues
in response to climate change and natural
disasters.
2.
Risks arising from the compliance with
international and local environmental laws and
regulations, such as air pollution, water/toxic
water discharge, noise management,
environmental assessment requests, etc.
3.
Risks arising from the safety of the employees’
and suppliers’ workingenvironment, and

75

Evaluation Item Implementation Status Deviations from the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
occupational sanitation and health, chemical
management, safety protection, and
contingencyresponses.
(6) Human
resources
1.
Human resources: Risks arising from human
rights issues of employees or suppliers,
including but not limited to the
employee-management relationship, child
labor, forced labor, etc.
2.
Risks arising from talent development
management, such as the recruitment and
retention of talents, talent development
mechanism, etc.
2. Does the company establish
exclusively (or concurrently)
dedicated first-line
managers authorized bythe
3. The Company has set a “corporate social responsibility team”
that is in charge of the promotion of corporate governance, the
development of a sustainable environment, maintenance of
social charityworks, and other corporate social responsibilities.
No
material
difference
was
found.

76

Evaluation Item Implementation Status Deviations from the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
board to be in charge of
proposing the corporate
social responsibility policies
and reporting to the board?
Does the company establish
exclusively (or concurrently
dedicated first-line
managers authorized by the
board to be in charge of
proposing the corporate
social responsibility policies
and reportingto the board?
The Chair of the Board shall be the Chairman and the convener,
leading all senior management of all the department. A monthly
meeting shall be conducted with the convention for major issue
discussion on an irregular basis every year. In 2020, the corporate
social responsibility team convened 4 meetings for the
preparation and regular revision of goals, performance, and
progress in terms of the corporate social responsibilities, the
directions
for
corporate
governance,
and
sustainable
development. All executed plans and results of the 2020
corporate social responsibilities were submitted to the Board on
Dec 24th, 2020.
3. Environmental Issues
(1) Does the company establish
proper environmental
management systems based
on the characteristics of their
(1) The Company shall establish a suitable environmental
management system based on the features of the industry,
including the following:
1. Access security: Dayand night access management, and
No
material
difference
was
found.

77

Evaluation Item Implementation Status Deviations from the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
industries?
(2) Does the company endeavor
to utilize all resources more
efficiently and use renewable
materials which have low
impact on the environment?
(3) Does the company assess the
potential risks and
opportunities of climate
change for the business now
and in the future, and (3)
Does the company assess the
potential risks and
opportunities of climate
change for the business now
and in the future, and has it
taken measures to address
office and factory safety maintenance contract with
Taiwan Secom.
2. Labor safety promotion and disability injury: There
were no work-related deaths in the Company from 2019
to 2020. During the daily morning meetings in the
factory, promotions of safety concepts are conducted to
strengthen the staff’s ability to identify hazards so that
everyone can work safely in a safe workplace. The
implementations are registered every day in the
notebook.
3. Maintenance and inspection of the equipment:
A. Forklifts: Dedicated custodians shall check daily the
inspection items when they go to work and fill the
results in the daily checklist table.
B. Generator: It is turned on every Friday to ensure
that it is usable when an emergency occurs.
C. Hydraulic trucks: Each hydraulic truck has a

78

Evaluation Item Implementation Status Deviations from the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
climate related issues?
(4) Has the Company compiled
statistics on greenhouse gas
emissions,
water
consumption
and
total
weight of waste for the past
two years, and developed
policies to save energy and
reduce
carbon
emissions,
greenhouse gas emissions,
water
consumption
or
manage
(4)
Has
the
Company compiled statistics
on
greenhouse
gas
emissions,
water
consumption
and
total
weight of waste for thepast
dedicated custodian who shall conduct regular
inspections every two months. The results shall be
filled in the equipment maintenance and inspection
form.
D. Water dispenser: Regular water quality inspection
shall be conducted and the filter shall be replaced at
the beginning of every month in order to ensure the
safety of the drinking water.
E. Freight elevator: The freight elevator maintenance
contractor shall conduct freight elevator
maintenance and inspection at the end of every
month.
F. Computers: Each computer has a dedicated
custodian who shall conduct a regular inspection
every two months. The results shall be filled in the
equipment maintenance and inspection form.
4. Safety protection measures for the office in Taipei: a fire
No
material
difference
was
found.

79

Evaluation Item Implementation Status Deviations from the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
two years, and developed
policies to save energy and
reduce
carbon
emissions,
greenhouse gas emissions,
water
consumption
or
manage waste?

drill and an audit inspection shall be conducted every
half a year in the office in Taipei. Fire alarms shall be
installed at all sections of the office.
(2) The company is committed to the improvement of the utilization
efficiency of the different resources and to the usage of recycled
materials with lower impacts on the environment. The practices
are as the following:
1. To save the raw materials and energy consumed during
the production process and to reduce unnecessary
external packaging and internal cushioning materials in
order to improve the re-utilization efficiency of the
resources.
2. To launch water-free toilets and a series of water kinetic
energy
products
that
have
energy-saving,
anti-pollution, and water-saving features, which can
reduce the impact on the environment.
3. To reduce the use ofphotocopy papers byelectronizing
No
material
difference
was
found.
No
material
difference
was
found.

80

Evaluation Item Implementation Status Deviations from the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
parts of the documents of the Company and the official
documents.
Photocopy
papers
are
recycled
for
repetitive usage. The internal documents can be
transmitted with recycled envelopes.
4. To implement trash categorization and set up a
recycling station to regularly recycle waste toner
cartridges, waste paper, and old computers so that they
can be recycled and reprocessed.
5. Waste treatment fees and other fees for the recycled
items (e.g. alkaline batteries) or containers are paid to
the Environmental Protection Bureau every two
months.
6. A professional cleaning and processing institution is
entrusted
to
conduct
quarterly
waste
removal
operations, such as scrap porcelains.
7. A solar power generation system is installed in Zaoqiao
Logistics Center to increase the use of renewable

81

Evaluation Item Implementation Status Deviations from the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
energy.
(3) The Company has set up a Corporate Social Responsibility Team
that will conduct assessments and inspections regarding the
potential risks and opportunities of the different departments’
businesses and climate change issues in the meetings, promote
various
environmental
protection
measures,
such
as
water-saving, energy-saving, carbon reduction, etc., and
proactively
develop
eco-friendly
products
that
are
in
compliance with the national standards.
(4) The Company pays attention to the greenhouse gas emissions,
water consumption, and total waste weight in the past two
years and formulates policies for energy saving and carbon
reduction, greenhouse gas reduction, water reduction, or other
waste management. The practices are as the following:
1. All illumination fixtures of the offices are replaced with
LED lighting fixtures, which could reduce about 430
kWhper month.

82

Evaluation Item Implementation Status Deviations from the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
2. Since September 2019, in accordance with the e-invoice
policy of the Ministry of Finance, papers used to print
invoices with the electronic computers were reduced.
About 90,000 pieces of electronic computer invoice paper
can be saved every year.
3. The ACs of the Company are set at a fixed temperature and
are used together with circulation ventilators, which can
reduce the power consumption. Circulation ventilators
were installed in the second half of 2020, reducing an
accumulated 257 kWh.
4. The
Management
Department
conducts
irregular
promotions and implementations of the turning-off of
the ACs, lighting, and electronic appliances when not
using them.
5. The Vietnam Caesar Sanitary Wares Joint Stock Company
continues promoting the rectification of hydropower and
oilgas, and thegas equipment has been replaced with a

83

Evaluation Item Implementation Status Deviations from the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
natural gas system to reduce the burden on the
environment.
6. Climbing the stairs is encouraged to replace the elevators,
which can reduce power consumption.
7. The Company’s energy saving and carbon reduction
management plan aims to reduce 5% of paper usage, 2%
of carbon emission, and 2% of power consumption
within five years.
8. Based on the Company’s statistics, the greenhouse gas
emission in the past two years was 228,678.81 kg in 2019
and 195,048.98 kg in 2020; the water consumption in the
past two years was 282,000 liters in 2019 and 378,000
liters in 2020; the total weight of waste ceramics in the
past two years was 62,950 kg in 2019 and 79,384 kg in
2020.
4. Social Issues
(1)Does the companyformulate
(1)The Company’s "Human Rights Protection Policy" complies with No
material

84

Evaluation Item Implementation Status Deviations from the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
appropriate
management
policies
and
procedures
according
to
relevant
regulations
and
the
International Bill of Human
Rights?
(2) Has the company established
and implemented reasonable
employee benefits (including
pay, leave and other benefits,
etc.) and (2) Has the
company
established
and
implemented
reasonable
employee benefits (including
pay, leave and other benefits,
etc.)
and
appropriately
reflected
operational
the internationally recognized human rights standards, such as
The United Nations Global Compact, the United Nations’
Universal Declaration of Human Rights, and the International
Labor Organization’s Declaration of Fundamental Principles
and Rights at Work. Based on them, the Company formulates
and implements various policies to protect and guarantee
human rights. Relevant management policies and procedures,
such as work rules, management methods for attendance and
absences, sexual harassment, and preventive methods have
been formulated. The legal rights and benefits of the employees
are guaranteed, whereas the basic labor human rights principles
are respected, with the absence of any endangerment of
laborers’ basic rights.
(2) The Company has established and implemented appropriate
employee welfare measures (including salary, leaves, and
others), which are stated in the following:
difference
was
found.
No
material
difference
was
found.

85

Evaluation Item Implementation Status Deviations from the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
performance or results in
employee compensation?
(3) Does the company provide a
healthy and safe working
environment and organize
training on health and safety
for its employees (3) Does
the
company
provide
a
healthy and safe working
environment and organize
training on health and safety
for
its
employees
on
a
regular basis?
(4) Does the company provide its
employees
with
career
development
and
training
1. The Company has established employee attendance and
leave management based on the Labor Standard Act
which explicitly stipulates the working hour standards
and the salary payment rules of the different types of
leaves. Off-days, holidays, national holidays, and special
holidays regulated by the Labor Standards Act are all
included within the salary payment scope.
2. The assistance and welfares offered to the employees based
on the Labor Standard Act and Act of Gender Equality in
Employment are stated in the following:
1Maternity leave, pre-maternity leaves, and family care
leaves are provided.
2Approval for the leaves without pay for childcare.
3Discount contract signed with childcare institutions
offered for the staff.
4The Employee Welfare Committee of our Company
offers holidayallowances, birthdaybonuses, marriage

86

Evaluation Item Implementation Status Deviations from the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
sessions?
(5) Does the company comply
with relevant legislation and
international standards on
customer health and safety,
customer privacy, (5) Does
the company comply with
relevant
legislation
and
international standards on
customer health and safety,
customer privacy, marketing
and labeling of its products
and services, and has it
developed
relevant
consumer protection policies
and complaint procedures?
(6)Does the companyhave a
allowances, maternity allowances, first home purchase
allowances, funeral allowances, injury and sickness
allowances, child education grants, annual employee
trips, and monthly birthdays parties.
The Company makes appropriate reflections of the operating
performance or results on the employees’ payment with the
following practices:
1. The establishment of a Salary and Remuneration
Committee that sets and reviews regularly the
performance
assessment
of
the
directors
and
supervisors and review periodically the policies,
systems, standards, and structures of the salaries and
remuneration.
2. The establishment of “Salary Management Measure”
and “Regulations of the Rewards and Punishments for
the Employes”,policies related to the employees’
No
material
difference
was
found.

87

Evaluation Item Implementation Status Deviations from the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
supplier management policy that
requires suppliers to comply
with relevant regulations on
issues such as environmental
protection, occupational safety
and health or labor human rights,
and how is this implemented?
(6) Does the company have a
supplier management policy that
requires suppliers to comply
with relevant regulations on
issues such as environmental
protection, occupational safety
and health or labor human rights,
and how is this implemented?
performance evaluation, and clear and explicit reward
and punishment system.
3. To attract and retain the outstanding talents and to
share the operating results of the Company with the
employees, the Company has a comprehensive salary
structure that includes the monthly base salary,
monthly performance bonus, and year-end bonus.
Every year, a budget is allocated to make annual
promotions and adjust the salaries based on the
employees’ performance. Based on the percentage of the
operating performance, a performance goal bonus is
given every month. Based on the Company’s business
performance and the employee’s performance, the
year-end bonus is given, with a minimum of one
month. According to Article 20 of the Company’s
“Articles of Association”, 2% to 5% of the Company’s
annual netprofit before tax before deductingemployee
No
material
difference
was
found.

88

Evaluation Item Implementation Status Deviations from the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
remuneration, and no more than 2% for the directors
and supervisors. However, when the Company still has
accumulated losses (including adjustments to the
amount of undistributed surplus), the budget shall be
reserved as compensation in advance.
4. To periodically promote continuing training and other
advocacies, which shall be integrated with the
employee performance evaluation system, in order to
facilitate the implementation of a clear and effective
reward and punishment system.
(3) The Company is already offering the employees healthy and
safe workplaces with regular safety and health education for
the employees. The operations are the following:
1. Disinfection of the various workplaces.
2. Regular inspection of the firefighting equipment and
sanitation equipment.
No
material
difference
was
found.

89

Evaluation Item Implementation Status Deviations from the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
3. A centralized AC system is installed in the office with
sufficient lighting and regular elevator maintenance.
4. Security guards are hired to control the access of personnel.
5. The employees are insured with the Labor Insurance and
National Health Insurance as in accordance with the
laws. Additional employer’s accident liability insurance,
employer’s compensation liability insurance, and group
insurance are also provided.
6. Being equal before the laws, the Company has formulated
measures to prevent sexual harassment and disciplinary
measures.
Explicit
regulations
are
set
for
the
investigation and trials for the accused or the suspects,
providing the opportunity of defense of the parties. The
investigation shall be conducted in a fair manner, and
appropriate disciplinary actions shall be given based on
the evidence and “Regulations of the Rewards and
Punishments for the Employes”.

90

Evaluation Item Implementation Status Deviations from the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
7. Personal data protection policy and management measures
are established. Unless it is for a specific purpose, the
Company shall not collect, process, and use the personal
data.
(4) To establish an effective career development and training plan,
the Company uses the following methods:
1. To create a good environment for the career development
of the employees, the Company has set a “Personnel
Management Regulations and Measures” that evaluates
the performance and promotion based on the work
performance and development potentials, regardless the
race, class, language, mind, religion, political party,
nationality origin, place of birth, gender, sexual
orientation, age, marriage, appearance, and physical and
mental disabilities.
2. In compliance with the Employment Service Act, the
“Personnel Management Regulations and Measures” is
No
material
difference
was
found.

91

Evaluation Item Implementation Status Deviations from the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
established to implement employee recruitment criteria
based on their professionalism, talents, ethics, and work
experiences, offering everyone fair competition for
employment.
3. Plans are made based on long-term talent cultivation and
on the needs of the departments and of the personnel.
Employees’
competitiveness,
professional
skills,
knowledge, and attitude are enhanced via internal and
external educational training. Subsidies for educational
training can be applied so that the employees can grow
together with the Company’s performance.
4. Good promotional channels are given. The Company
conducts
annual
evaluations
and
performance
assessments on a regular basis, promoting outstanding
talents to become junior to senior management of the
Company.
5. Successionplans are established for the Board members

92

Evaluation Item Implementation Status Deviations from the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
and important management and shall be disclosed in the
Investor Section of the Company's official website.
(5) The company complies with relevant laws and regulations and
international standards on customer health and safety,
customer privacy, marketing and labeling of products and
services, which are as listed in the following:
1. CNS mark.
2. Water-saving mark.
3. Golden mark for water-saving.
4. Anti-fouling mark.
5. Load stamp.
6. Nano-label.
7. Eco-friendly mark.
8. SGS certification.
9. Japan’s SIAA antibacterial certification.
10. Lead-free faucet.
The Companyhas formulatedpolicies and complaints

93

Evaluation Item Implementation Status Deviations from the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
procedures related to the protection of consumers’ rights and
benefits. They are stated as in the following:
1. All product information is completely disclosed on the
Company’s official website so that the customers can
read it at any time.
2. “Customer Complaint Measures” is established, providing
a comprehensive sales service, review, and enhancement
procedures in order to avoid any repetition of the
complaint.
3. A Customer Service Department is established for the
customers to make service consultation or to propose any
need or inquiry.
4. A free 0800 hotline is set for the consumers, and dedicated
staff is assigned to handle all related matters.
5. All products are insured with product liability insurance.
(6) The
Company
has
established
“Supplier
Management
Measures”, which is the basis for the regular and/or irregular

94

Evaluation Item Implementation Status Deviations from the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
review of the suppliers. The items of the assessment standard
shall include the corporate social responsibility policies. If the
supplier is involved with the violation of its corporate social
responsibility policies, causing significant impact to the
environment and/or society, the Company may terminate the
contract(s) at any time. Before having any trading with the
suppliers, the Company shall make an appropriate evaluation
of the suppliers. The items of the assessment standard include:
1. Any records of environmental impact.
2. Ethical suppliers are prioritized.
3. The “Supplier Management Measures” is established,
which is the basis for the regular and/or irregular review
of the suppliers.
5. Does the company make
reference to international
standards or guidelines for
thepreparation of reports,
The Company has not prepared a corporate social responsibility
report.
It is not mandatory
for the Company to
prepare a Corporate
Social Responsibility

95

Evaluation Item Implementation Status Deviations from the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
such as corporate Does
the company make
reference to international
standards or guidelines for
the preparation of reports,
such as corporate social
responsibility reports,
which disclose
non-financial information
about the company? Does
the company make
reference to international
standards or guidelines for
the preparation of reports,
such as corporate social
responsibility reports,
which disclose
Report.

96

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
non-financial information
about the company?
If the Company has established the corporate social responsibility principles based on "the Corporate Social Responsibility Best-Practice
Principles for TWSE/TPEx Listed Companies," please describe any discrepancy between the corporate social responsibility principles and
the corporate social responsibility principles. If the Company has established the corporate social responsibility principles based on "the
Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies", please describe any discrepancy between the
Principles and the implementation:
The Companyhas a "Code of Practice on Corporate Social Responsibility" and has implemented it accordingly.
7. Other important information to facilitate better understanding of the company's corporate social responsibility Other important
information to facilitate better understanding of the company's corporate social responsibility practices:
(i) Social welfare.
The Company participated in charitable donations and philanthropic activities, and the related donations in 2020 amounted to
approximately NT$296,000, as listed below.
The Interior Design Association of the Republic of China, the Love Sharing Charity Association, Tunghai University, the Friends of
the Taoyuan City Police Association, and the Taoyuan Renyou Love Home.
(2) Industry-academic cooperation.
Each year, we provide summer internship opportunities for university students to accumulate work experience in the society,
practice interpersonal interaction, and learn practical knowledge and work skills. 2020 internships were arranged for one student
from the Department of International Business and Trade of Tunghai University to study in the Research and Development Division
of the head office. The intern will be placed in the Research and Development Division of the Head Office.
(3) Stakeholder communication channels and response methods.

97

Evaluation Item Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status Deviations from the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
The Company has established communication channels with stakeholders and set up a stakeholder area on the Company's website to
publicize various stakeholder contact information and e-mails, and to respond appropriately to important CSR issues of concern to
stakeholders.
Stakeholder communication reports are disclosed as follows.
Interested parties
Prioritizedissues
Communicationchannels,responses, and communication frequency
Shareholders and
investors
1.Corporate
governance
2.Sustainable
development
strategies
3. Risk
management
4.Participation of
shareholders
5.Operation
performance
1.Suitable contact window(s) for the investors and relevant interested parties, and exclusive
e-mail of the spokesperson, acting spokesperson, and investors.
2.Disclosure of the financial information on the Public Information Post System and the
Company’s official website on time in accordance with the competent authority’s laws and
regulations.
3.At least two legal person briefings per year with an interval of more than three months in
between, offering sufficient financial information for the investors.
4.Contact window:
Spokesperson (e-mail:[email protected])
Employees
1.Employee
welfare
2.Employee
evaluation
mechanism
3.Operation
performance
4.Employee-mana
1.Announcement via the internal website or internal e-mail: Announcement of the various
employee welfare (health check-us, group insurance, etc.), welfare committee information,
important operation information, educational training information, annual performance
management operations, etc. on an irregular basis.
2.The Company’s employees can contact the supervisors or General Manager directly via
e-mail, phone call, or in person. An employee complaint email is provided.
3.A labor-management meeting is convened every three months in order to promote and
coordinate labor-management relationship, achieve labor-management cooperation, and

Interested parties

Prioritizedissues

Communicationchannels,responses, and communication frequency
Shareholders and
investors
1.Corporate
governance
2.Sustainable
development
strategies
3. Risk
management
4.Participation of
shareholders
5.Operation
performance
1.Suitable contact window(s) for the investors and relevant interested parties, and exclusive
e-mail of the spokesperson, acting spokesperson, and investors.
2.Disclosure of the financial information on the Public Information Post System and the
Company’s official website on time in accordance with the competent authority’s laws and
regulations.
3.At least two legal person briefings per year with an interval of more than three months in
between, offering sufficient financial information for the investors.
4.Contact window:
Spokesperson (e-mail:[email protected])
Employees 1.Employee
welfare
2.Employee
evaluation
mechanism
3.Operation
performance
4.Employee-mana
1.Announcement via the internal website or internal e-mail: Announcement of the various
employee welfare (health check-us, group insurance, etc.), welfare committee information,
important operation information, educational training information, annual performance
management operations, etc. on an irregular basis.
2.The Company’s employees can contact the supervisors or General Manager directly via
e-mail, phone call, or in person. An employee complaint email is provided.
3.A labor-management meeting is convened every three months in order to promote and
coordinate labor-management relationship, achieve labor-management cooperation, and

98

Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status Deviations from the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Deviations from the
Corporate Social
Responsibility
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
gement
relationship
prevent various labor problems.
4.Contact window:
Ms. Yang, Management Deparmtent (e-mail:[email protected])
Customers 1.Product quality
2.After-sales
services
1. A dealer meeting is held every half a year to establish a good interactive relationship with
the dealers. Product and consumers’ feedbacks are collected in the dealer meeting.
2.The Sales Department establishes a timely feedback mechanism of the customers and
collects all feedbacks.
3.Diversified communication channels and customer satisfaction survey on the website are
provided.
4.“Sanitar Helper” service for repair is provided to the consumers 360 days, from 9 AM to
9PM. As long as the defect is not caused by human factors, Sanitar Helper will provide
on-site service during the warranty term of the product.
5. Contact window:
Ms. Yang, Sales Department (e-mail: [email protected])
Mr. Tu, Customer Service Department (e-mail:[email protected])
Customer service hotline 0800-001-885 & 0800-655-088
Suppliers 1.Supplier
management
2.Stable supply
1.A supplier meeting is held every half a year. The “Supplier Management Measure” is set for
a bidirectional dialogue with the suppliers.
2.Contact window:
Ms.Huang, Material Department (e-mail:[email protected])

99

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

Evaluation Item Implementation Status Deviations from the
Ethical Corporate
Management
Best-Practice Principles
for TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
1. Establishment of ethical
corporate management
policies and programs
(1) Does the company establish the
ethical corporate
management policies
approved by the Board and
declare the policies and
procedures in its guidelines
and external documents, as
well as the commitment
from its board to implement
the policies? (1) Does the
company establish the
ethical corporate
managementpolicies

(1) The Company has established the “Ethical Operating
Procedures and Conduct Guideline” which was approved by
the Board. It is explicitly stated in this operating procedures and
conduct guideline that the Board and the management shall
proactively implement the ethics policies and shall execute them
in internal management and external business activities. The
ethical operation policies shall be explicitly disclosed in the
Company’s official website and the annual report, allowing the
suppliers, customers, and other business-related institutions
and/or personnel can clearly understand the Company’s ethical
operation ideals. It has specific regulations for the Company’s
employees when executing their operations. When signing
contracts, whether by the Company or its subsidiaries, it shall be
based on the principles of ethics and mutual benefits. The
contract shall be fulfilledproactively.
No material difference
was found.
No material difference
was found.

100

Evaluation Item Implementation Status Deviations from the
Ethical Corporate
Management
Best-Practice Principles
for TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
approved by the Board and
declare the policies and
procedures in its guidelines
and external documents, as
well as the commitment
from its board to implement
the policies?
(2) Does the company establish
assessment mechanism for
the risk of unethical
conducts, regularly analyze
and assess the operating
activities with higher risk of
unethical conducts in its
business scope, and
establish appropriate
precautions against
high-risk(2)Does the
(2) The Company has assigned the Finance Department to be
the unit in charge (hereinafter referred to as the “Unit”)
under the Board of Directors. Sufficient resources and
suitable staff shall be allocated to conduct the revision,
execution, explanation, and consultation of the “Ethical
Operating Procedures and Conduct Guideline”, as well as
the archiving of the reports and other supervisions.
Preventive measures for the following behaviors and
conducts shall be covered:
1.Bribery and bribery acceptance.
2. Illegal political contributions.
3. Unappropriate charity donation or sponsor.
4.Provision or acceptance of inappropriate gifts, treatment,
or other inappropriate benefits.
5. Infringement of trade secrets, trademark rights, patent
rights, copyrights, and other intellectual property
rights.
6. Engagement in acts of unfair competition.
No material difference
was found.

101

Evaluation Item Implementation Status Deviations from the
Ethical Corporate
Management
Best-Practice Principles
for TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
company establish
assessment mechanism for
the risk of unethical
conducts, regularly analyze
and assess the operating
activities with higher risk of
unethical conducts in its
business scope, and
establish appropriate
precautions against high-
potential unethical conducts
or listed activities stated in
Article 2, Paragraph 7 of the
Ethical Corporate
Management Best potential
unethical conducts or listed
activities stated in Article 2,
Paragraph 7 of the Ethical
7.Direct or indirect damages of the products and services
caused to the rights, health and safety of consumers or
other interested parties in the stage of R&D,
procurement, manufacturing, supply, or sales.
(3) In addition to the establishment of the “Ethical Operating
Procedures and Conduct Guideline”, an audit mechanism is set
by the internal audit unit to establish an effective internal
control system. The Company’s dedicated unit shall prepare a
report of ethical operations every year and submit it to the
Board for review and modification in order to prevent business
activities with risks of unethical behavior.

102

Evaluation Item Implementation Status Deviations from the
Ethical Corporate
Management
Best-Practice Principles
for TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
Corporate Management
Best-Practice Principles for
TWSE/TPEx Practice
Principles for TWSE/TPEx
Listed Companies?
(3) Does the company establish
policies to prevent unethical
conduct with clear
statements regarding
relevant procedures, (3)
Does the company establish
policies to prevent unethical
conduct with clear
statements regarding
relevant procedures,
guidelines of conduct,
punishment for violation,
rules of appeal, and the

103

Evaluation Item Implementation Status Deviations from the
Ethical Corporate
Management
Best-Practice Principles
for TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
commitment to implement
the policies?
2.
Fulfill
operations
integrity
policy
(1) Does the company evaluate
business partners' ethical
records and include
ethics-related clauses in
business contracts?
contracts?
(2) Does the company have a
dedicated unit under the
Board of Directors to
promote ethical business
practices and report
regularly (at least once a
year)to the Board of


(1) Before any business activities with important customers or
suppliers, an assessment is needed on the first hand. The
engagement of any business activities shall be conducted
in a fair and transparent manner, and contracts shall be
complied with. The rights and obligations of both parties
shall be stated in the contract in order to prevent any
unethical behaviors or conducts.
(2) The responsible unit for the promotion of ethical operations
is the Finance Department. It is in charge of the
formulation and revision of the ethical operation guideline
and the supervision of the implementation of ethical
operation policies. It shall report the execution status to the
Board on a regular basis every year. The execution status of
No material difference
was found.
No material difference
was found.
No material difference
was found.

104

Evaluation Item Implementation Status Deviations from the
Ethical Corporate
Management
Best-Practice Principles
for TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
Directors on its ethical
business policies and
programs to prevent
unethical practices and (at
least once a year) to the
Board of Directors on its
ethical business policies and
programs to prevent
unethical practices and
Supervisor their
implementation?
(3) Does the company establish
policies to prevent conflicts
of interest and provide
appropriate communication
channels, and implement
it?
(4)Has the company put inplace

2020 was reported to the Board on Dec 24th, 2020.
(3) It is explicitly indicated in the “Ethical Operating Procedures
and Conduct Guideline”, the “Board Meeting Rules”, and the
“Ethical Conducts and Behaviors Guideline for the Directors,
Supervisors, and Managers” the rules of avoidance and
description when there is a conflict of interest of the directors,
supervisors, managers, and other interested parties.
(4) The Company shall establish an effective accounting system
and internal control system based on the regulations
stipulated by the competent authority and shall make
appropriate reviews and revisions on a regular basis
depending on the necessities in order to ensure the
effectiveness of the system design and continuous
operations. The audit unit shall formulate audit plans
based on the self-assessment of the internal audits and
internal controls and shall check the compliance with the
plan toprevent unethical behaviors. An audit report shall
No material difference
was found.
No material difference
was found.

105

Evaluation Item Implementation Status Deviations from the
Ethical Corporate
Management
Best-Practice Principles
for TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
an effective accounting
system and internal control
system for the
implementation of ethnical
(4) Has the company put in
place an effective accounting
system and internal control
system for the
implementation of ethnical
management, and has the
internal audit unit prepared
an audit plan based on the
assessment results of the risk
of unethical (4) Has the
company put in place an
effective accounting system
and internal control system
for the implementation of
be prepared and submitted to the Board with an internal
control system statement.
(5) Regarding the 2020 internal educational training of ethical
operations, the Chairman of the Board conducted advocacy
training to all primary supervisors of every department,
with a total of 30 attendees. Regarding the external
training, it was entrusted to Futures and Securities
Exchange in which a lecture was conducted to the Board
members and the managers, with a total of 36 attendees.

106

Evaluation Item Implementation Status Deviations from the
Ethical Corporate
Management
Best-Practice Principles
for TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
ethnical management, and
has the internal audit unit
prepared an audit plan based
on the assessment results of
the risk of unethical conduct,
and checked compliance
with the unethical conduct
prevention program
accordingly, or appointed a
CPA to carry out the audit?
(5) Does the company regularly
hold internal and external
educational trainings on
operational integrity?
3.
Operation
of
Company's
Integrity Channel
(1) Does the company establish
both a reward/punishment
(1) To implement ethical operation policies and to prevent any
unethical behaviors, the Company has established a
“whistle-blower system” that encourages internal and
No material difference
was found.

107

Evaluation Item Implementation Status Deviations from the
Ethical Corporate
Management
Best-Practice Principles
for TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
system and an integrity
hotline? Can the accused be
reached by an appropriate
person for follow-up? Can
the accused be reached by
an appropriate person for
follow-up?
(2) Does the company establish
standard operating
procedures for confidential
reporting on investigating
accusation cases?
(3) Does the company provide
proper whistleblower
protection?

external personnel to report unethical or inappropriate
behaviors. The reporting and reward system is explicitly
stated in the “Ethical Operating Procedures and Conduct
Guideline”. Exclusive personnel will be assigned to the
reported subject.
Reports made in the following ways:
TEL for Reporting: 02-8512-3712
Reporting e-mail:[email protected]
Mail address: 7th Floor, No. 111-8, Xingde Road, Sanchong
District, New Taipei City, ReportingMailbox,
Finance Department of Sanitar Co., Ltd.
The Company has also established an Interested Party
Section in the Company’s official website where complaint
and response channels for different interested parties can
be found.
(2) In the “Ethical Operating Procedures and Conduct Guideline”,
the Company has established the standard operating
procedures of the investigation when receivinga report,
No material difference
was found.

108

Evaluation Item Implementation Status Deviations from the
Ethical Corporate
Management
Best-Practice Principles
for TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
the subsequent measure after the investigation is
completed, and the relevant confidentiality mechanism. An
appropriate report channel is provided, and the reporter’s
identity and the content shall be kept confidential.
(3) The Company shall keep the reporter’s identity and the
subject being reported confidential, as well as the content
of the reporting, during the investigation period. It shall
guarantee and protect the reporter not to be mistreated due
to the action.
No material difference
was found.
4. strengthening information
disclosure
Does the company
disclose its ethical corporate
management policies and the
results of its implementation
on the company's website and
MOPS? Does the company
disclose its ethical corporate
An “Investor Section” is established on the Company’s official
website. The content of the ethical operations and other relevant
information are disclosed. Corporate governance information
can also be found in the Public Information Post System.
No material difference
was found.

109

==> picture [746 x 469] intentionally omitted <==

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

Im lementation Status Deviations from the
p
Ethical Corporate
Management
Evaluation Item Best-Practice Principles
Yes No Abstract Illustration
for TWSE/TPEx Listed
Companies and
Reasons
management policies and the
results of its implementation
on the company's website and
MOPS?
If the company has its own code of ethics in accordance with the "Code of Conduct for Listed Companies", please describe the differences
between its operation and the code.
The Company has established and implemented the "Procedures and Conduct Guidelines for Integrity Management" and the
o eration is no different from the established uidelines.
p g
Other important information to help understand the company's integrity operation: (e.g., the company reviews and amends its code of
conduct for integrity management, etc.)
1. The Company strictly follows the Company Act, the Securities and Exchange Act, the regulations related to listing on the stock exchange, or
other laws and regulations related to business practices as the basis for honest management.
The "Rules of Procedures of the Board of Directors" of the Company provides for a system of recusal of directors' interests. Any person who has
an interest in a proposal listed by the Board of Directors or the legal entity he/she represents, which may be harmful to the Company's
interests, may present his/her opinion and answer questions, but may not join the discussion or vote.
3. The Company has a "Code of Ethical Conduct for Directors, Supervisors and Managers" to guide the ethical conduct of the Company's
directors, supervisors and managers and to enhance the understanding of the Company's ethical standards among the Company's
stakeholders.
The Company's "Regulations for the Prevention of Insider Trading" stipulate that directors, supervisors, managers and employees shall not
disclose material internal information known to them to others, nor shall they ask for or collect material internal information not related to their
----- End of picture text -----

110

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from the
Ethical Corporate
Management
Best-Practice Principles
for TWSE/TPEx Listed
Companies and
Reasons
Yes No Abstract Illustration
duties from those who know material internal information of the Company, nor shall they disclose to others material internal information of
the Companynot known to them for thepurpose of conductingbusiness.

111

  • (7) If a company has a code of corporate governance and related regulations, it should disclose how to inquire about them

  • The Company has established a code of corporate governance and related

  • regulations, which are disclosed in the "Corporate Governance" and Public Information Observation Post System in the "Investor Zone" of the Company's website.

  • (8) Other important information that may be disclosed to enhance understanding of corporate governance operations

  • 2020 Directors and Supervisors for Corporate Governance Related Education

Job title Name Date Organizer Course Hours
Chairman of
Board
Shaw
Jin-Siang
2020.03.16 Taiwan
Listed
Company
Association
Environmental Protection in Taiwan 2.0
2020.06.09 Securities
and
Futures
Institute
The Latest Practical Development of Insider
Trading in our Country and Countermeasures for
Corporate Prevention and Control
3.0
2020.06.16 Taiwan
Listed
Company
Association
Taiwan’s
Corporate
Governance
in
the
Post-pandemic Period
2.0
2020.07.15 The Legal Environment Faced by Taiwanese
Enterprises’ Business Operations in the American
Market
2.0
2020.08.05 Securities
and
Futures
Institute
How to Strengthen Corporate Governance and
Create Value-addition for the Enterprises through
Corporate Governance Assessment
3.0
Director Chang
Yon-Nang
2020.06.09 Securities
and
Futures
Institute
The Latest Practical Development of Insider
Trading in our Country and Countermeasures for
Corporate Prevention and Control
3.0
2020.09.04 An Exploration of the Remuneration of Employees
and Directors – from the Revised Article 14 of
Securities and Exchange Act
3.0
Director Tsai Min-Shi 2020.06.09 Securities
and
Futures
Institute
How to Strengthen Corporate Governance and
Create Value-addition for the Enterprises through
Corporate Governance Assessment
3.0
2020.08.05 The Latest Practical Development of Insider
Trading in our Country and Countermeasures for
Corporate Prevention and Control
3.0
Director Yu Orry 2020.06.09 Securities
and
Futures
Institute
How to Strengthen Corporate Governance and
Create Value-addition for the Enterprises through
Corporate Governance Assessment
3.0
2020.08.05 How to Strengthen Corporate Governance and
Create Value-addition for the Enterprises through
Corporate Governance Assessment
3.0
Independent
Director
Chen
Shih-Xiong
2020.03.16 Republic of
China
3/16 (Taipei) Declaration tips for Income Tax
for Profitable Businesses and FAQ
7.0

112

Certified
Public
Account
Association
Independent
Director
Hsu Fayu 2020.06.09 Securities
and
Futures
Institute
The Latest Practical Development of Insider
Trading in our Country and Countermeasures for
Corporate Prevention and Control
3.0
2020.08.05 How to Strengthen Corporate Governance and
Create Value-addition for the Enterprises through
Corporate Governance Assessment
3.0
Supervisor Lee Wen-yao 2020.06.09 Securities
and
Futures
Institute
The latest practical development of China's insider
trading and the way to prevent and respond to
enterprises
3.0
2020.08.05 How to Strengthen Corporate Governance and
Create Value-addition for the Enterprises through
Corporate Governance Assessment
3.0
Supervisor Lin Guo-Hua 2020.06.09 Securities
and
Futures
Institute
The Latest Practical Development of Insider
Trading in our Country and Countermeasures for
Corporate Prevention and Control
3.0
2020.08.05 How to Strengthen Corporate Governance and
Create Value-addition for the Enterprises through
Corporate Governance Assessment
3.0
Supervisor Liang
Hsin-yong
2020.06.09 Securities
and
Futures
Institute
The Latest Practical Development of Insider
Trading in our Country and Countermeasures for
Corporate Prevention and Control
3.0
2020.08.05 How to Strengthen Corporate Governance and
Create Value-addition for the Enterprises through
Corporate Governance Assessment
3.0

2. 2020 Senior Corporate Governance Officer's Corporate Governance Related Education

Jon title Name Date Organizer Course Hours
Corporate
Governance
Supervisor
Chen
Yu-chuan
From
2020.03.24
to
2020.03.25
Securities and Futures
Institute
Corporate
Governance
Executive
Practice
Seminar for Directors,
Supervisors
(Including
Independent Directors) -
Taipei Class
12.0
2020.06.09 The
Latest
Practical
Development of Insider
Trading in our Country
and
Countermeasures
for Corporate Prevention
and Control
3.0

113

2020.08.05 How
to
Strengthen
Corporate
Governance
and
Create
Value-addition for the
Enterprises
through
Corporate
Governance
Assessment
3.0

3. 2020 Manager's further education on corporate governance

Jon title Name Date Organizer Course Hours
General
Manager
Chen
Wei-chi
2020.06.09 Securities and Futures
Institute
The
Latest
Practical
Development of Insider
Trading in our Country
and
Countermeasures
for Corporate Prevention
and Control
3.0
Deputy
General
Manager
Yan
Wen-hong
2020.06.09 Securities and Futures
Institute
The
Latest
Practical
Development of Insider
Trading in our Country
and
Countermeasures
for Corporate Prevention
and Control
3.0
CEO Gu
Fon-guei
2020.06.09 Securities and Futures
Institute
The
Latest
Practical
Development of Insider
Trading in our Country
and
Countermeasures
for Corporate Prevention
and Control
3.0
CFO Chen
Yu-chuan
From
2020.08.13
to
2020.08.14
Accounting
Research
and
Development
Foundation
Continuing
Education
Course for Accounting
Supervisors
of
the
Issuer's Securities Firms
and Stock Exchanges
12.0

114

  • (9) Internal control system implementation status

  • Statement of Internal Control

Sanitar Co., Ltd.

Statement of Internal Control System

Date: March 9, 2021

  • Based on the results of our self-assessment, we declare that our internal control system for the year ended December 31, 2020 is as follows.

  • The Company recognizes that it is the responsibility of the Board of Directors and the Manager to establish, implement and maintain an internal control system, and that the Company has established such a system. The purpose of the system is to provide reasonable assurance of the effectiveness and efficiency of operations (including profitability, performance and safety of assets), reliability of reporting, timeliness, transparency and compliance with relevant regulations and relevant laws and regulations.

  • No matter how well designed, an effective internal control system can only provide reasonable assurance that the above three objectives will be achieved; moreover, due to changes in circumstances and conditions, the effectiveness of the internal control system may change accordingly. However, the Company's internal control system has a self-Supervisoring mechanism and once deficiencies are identified, the Company will take corrective action.

  • The Company determines the effectiveness of the design and implementation of the internal control system in accordance with the judgment items of the effectiveness of the internal control system stipulated in the "Guidelines Governing the Establishment of Internal Control Systems by Public Companies" (hereinafter referred to as the "Guidelines"). The judgment items of the internal control system adopted in the "Guidelines" are divided into five components based on the management control process: 1. control environment, 2. risk assessment, 3. control operations, 4. information and communication, and 5. Supervisoring operations. Each component includes a number of items. Please refer to the "Guidelines for Handling" for the aforementioned items.

  • The Company has adopted the above internal control system judgment items to evaluate the effectiveness of the design and implementation of the internal control system.

  • Based on the results of the preceding evaluation, the Company believes that the design and implementation of the Company's internal control system (including supervision and management of subsidiaries) as of December 31, 2020, including the understanding of the extent to which operational

115

effectiveness and efficiency objectives are achieved, and the reporting of such internal control system is reliable, timely, transparent and in compliance with relevant regulations and relevant laws and regulations, is effective, and that it can reasonably ensure The Company's internal control system is designed and implemented in a manner that reasonably ensures the achievement of the above objectives.

  1. This statement will become the main content of the Company's annual report and public statement, and will be made public. If any of the above-mentioned contents are disclosed in a false or concealed manner, the Company will be subject to legal liability under Article 20, Article 32, Article 171 and Article 174 of the Securities and Exchange Act.

  2. This statement was approved by the Board of Directors' Meeting held on March 09, 2021. Of the 6 directors present, 0 held opposing views and the rest agreed to the contents of this statement.

Sanitar Co., Ltd.

Chairperson: HSIAO, CHUN-HSIANG Signature

Signed CHEN, WEI-CHIH General Manager

116

  1. If an accountant is engaged to review the internal control system, the accountant's review report shall be disclosed.

Not applicable.

  • (10) In the most recent year and as of the date of the annual report, the company and its internal personnel have been punished by law, or the company has punished its internal personnel for violating the provisions of the internal control system, and the result of the punishment may have a significant impact on the shareholders' equity or securities price, the content of the punishment, the main deficiencies and improvements should be listed.

    • No such case.
  • (11) Significant resolutions of the shareholders' meeting and the board of directors for the latest year and up to the date of printing of the annual report

  • Si nificant Resolutions of Shareholders' Meetin and Im lementation g g p

Meeting
Date
Cause Important
Resolutions
Execution
2020.05.28 Acknowledgment:
1. 2019 Business report and
financial report
2. 2019 Surplus distribution
Motions of discussion:
1. Revision
of
the
provisions
of
the
“Articles of Association”.
2. Revision
of
the
provisions
of
the
"
Shareholders'
Meetings
Regulations".
All proposals were
approved by the
shareholders
present.
All proposals were
approved by the
shareholders
present.
1. All
relevant
forms
and
tables were submitted to
the competent authority in
accordance
with
the
Company Act and other
relevant laws for revision
and
announcement
declaration.
2. July 7th, 2020 is set as the
dividend base date and July
31st, 2020 as the dividend
payment
date.
As
the
Company has repurchased
the treasury shares, it has
affected
the
number
of
outstanding
shares.
The
surplus
was
adjusted,
resulting in a distribution of
cash
dividend
of
NT
1.71235917 per share.
1.Registration approved by the
MOEA on July 3rd, 2020,
and
disclosed
on
the
Company’s official website.

117

2.Announced on the Public Information Post System and the Company’s official website on May 28[th] , 2020, and executed by following the revised provisions.

2. Im ortant Resolutions of the Board of Directors p

Meeting
date
Motion Important resolutions
2020.02.27 1.Revision of the provisions of the “Articles of
Association”.
2. Revision of the provisions of the " Shareholders'
Meetings Regulations".
3. Revision of the provisions of “Ethical
Operating
Procedures
and
Conduct
Guideline”.
4. 2019 Remuneration distribution for the
employees, the directors, and the supervisors.
5. 2019 Business report and financial report
6. 2019 Surplus distribution
7. Formulation of “Internal Control System
Announcement”.
8.
Assessment
of
the
independence
and
competence
of
the
public
certified
accountants.
9. Review of the directors and supervisors’ 2019
continuing
education
status
and
2020
continuing education plans.
10. Convention of 2020 shareholders’ general
meeting.
As consulted by the Chairman,
all proposals were approved
by
the
directors
present
without objection.
2020.03.27 1. Revision of the provisions of the “Articles of
Association”.
2. Formulation of implementation of the first
repurchase of the Company’s shares.
3. Convention of 2020 shareholders’ general
meeting.
4. Kaohsiungbusiness location housinglease.
As consulted by the Chairman,
all proposals were approved
by
the
directors
present
without objection.
2020.05.06 1. Revision of the provisions of “Measures for the
Transfer of the First-time Repurchase of the
As consulted by the Chairman,
allproposals were approved

118

Meeting
date
Motion Important resolutions
Shares to Employees”.
2. Revision of the provisions of the “Guideline of
Corporate Governance Practices”.
3. Revision of the provisions of “Regulations of
Corporate Social Responsibility Practices”.
4. Liability
Insurance
for
the
Directors,
Supervisors, and Key Employees.
5. Financial institutions’ credit limit.
6. Endorsement guarantee for Vietnam Caesar
Sanitary
Wares
Joint
Stock
Company
(subsidiary).
7. Revision of the Company’s internal control
system and internal auditpractice rules.
by
the
directors
present
without objection.
2020.06.09 1. Establishment
of
the
cash
dividend
distribution base date and cash dividend
payment date for the year 2020.
2. Revision of the 2019 remuneration payment of
the directors and supervisors.
3. Revision of the 2019 remuneration payment for
the employees.
4. Revision of the 2019 operating bonus payment.
5. Revision of CFO’s salary adjustment.
Except for the directors and
supervisors whose personal
interests are involved in the
motion who withdrew during
the discussion and resolution,
the other directors present at
the
meeting
approved
the
proposals without objection
after being consulted by the
Chairman.
The rest of the proposals, after
being
consulted
by
the
Chairman, were approved by
all directorspresent.
2020.08.05 1. Revision of the provisions of “Board Meeting
Regulations”.
2. Revision
of
the
provisions
of
“Ethical
Conducts and Behaviors Guideline for the
Directors, Supervisors, and Managers”.
3. Revision of the provisions of “Measures for the
Transfer of the First-time Repurchase of the
Shares to Employees”.
4. Endorsement guarantees for Vietnam Caesar
Sanitary
Wares
Joint
Stock
Company
(subsidiary).
5. Kaohsiungexhibition center construction and
As consulted by the Chairman,
all proposals were approved
by
the
directors
present
without objection.

119

Meeting
date
Motion Important resolutions
decoration.
6. Recruitment of a manager for Product R&D
Center.
7. Financial institutions’ credit limit.
2020.11.04 1. Revision
of
the
provisions
of
the
"
Shareholders' Meetings Regulations".
2. Revision of the provisions of “Director and
Supervisor Election Guideline”.
3. Revision of the provisions of “Regulations for
the Scope of Duties of Independent Directors”.
4. Establishment of “Risk Management Policy
and Procedures”.
5. Investment in a newly established subsidiary
in Taoyuan.
6. Organizational structure adjustment.
As consulted by the Chairman,
all proposals were approved
by
the
directors
present
without objection.
2020.12.24 1. Revision of the provisions of the “Articles of
Association”.
2. Revision of the provisions of “Procedures for
Loaning Funds to Third Party”.
3. Revision of the provisions of “Procedures for
Loaning Funds to Third Party”.
4. Revision of the provisions of “Operating
Procedures for Endorsement Guarantee”.
5. Revision
of
the
provisions
of
“Board
Performance Assessment Rules”.
6. Revision of the provisions of “Manager’s
Remuneration Rules”.
7. Land and real-estate asset sales in Toufen City,
Miaoli County.
8. Removal of the non-competition clause for
managers.
9. Cash increase for Kaisheng Sanitary Ware Co., Ltd.
(subsidiary).
10. Change of internal audit supervisor.
11. Review of the Company’s directors’ and
supervisors’ performance in 2020 and their
performance goals and remuneration in 2021.
12. Review
of
the
Company’s
managers’
Motion 11:
Except for the directors and
supervisors whose personal
interests are involved in the
motion who withdrew during
the discussion and resolution,
the other directors present at
the
meeting
approved
the
proposals without objection
after being consulted by the
Chairman.
The rest of the proposals, after
being
consulted
by
the
Chairman, were approved by
all directors present.

120

Meeting
date
Motion Important resolutions
performance in 2020 and their performance
goals and remuneration in 2021.
13. Review
of
the
2020
year-end
bonus
distribution.
14. Financial institutions’ credit limit.
15. Formulation of the Company’s 2021 annual
operation plan and budgeting.
16. Formulation of the Company’s 2021 audit
plans.
17. Special bonus distribution.
2021.03.09 1. 2020
Remuneration
distribution
for
the
employees, the directors, and the supervisors.
2. 2019 Business report and financial report
3. 2020 Surplus distribution
4. Formulation of the “Regulations on the Audit
Committee Organization”.
5. Revision of the provisions of “Regulations on
the Salary and Remuneration Committee
Organization”.
6. Revision of the provisions of the “Nomination
Committee Organization Rules”
7. Formulation of “Internal Control System
Announcement”.
8. Re-election of directors.
9. Establishment of the nomination period,
number of nominations, and responsible unit
to handle the matters related to the candidates
of directors (including independent directors).
10. Nomination
of
candidates
for
director
(including independent director)
11. Removal of the non-competition clause for
new managers.
12. Convention of 2020 shareholders’ general
meeting.
13. Assessment
of
the
independence
and
competence of the public certified accountants.
14. Revision of the 2020 remuneration payment
of the directors and supervisors.
Motion 8/14/16:
Except for the directors and
supervisors whose personal
interests are involved in the
motion who withdrew during
the discussion and resolution,
the other directors present at
the
meeting
approved
the
proposals without objection
after being consulted by the
Chairman.
As consulted by the Chairman,
all proposals were approved
by
the
directors
present
without objection.

121

Meeting
date
Motion Important resolutions
15. Revision of the 2020 remuneration payment for
the employees.
16. Revision of the 2020 operating bonus payment.
17. Review of the directors and supervisors’ 2020
continuing
education
status
and
2021
continuing education plans.
18. Financial institutions’ credit limit.

(12) For the most recent year and up to the printing date of the annual report, if the directors or supervisors have dissenting opinions on important resolutions passed by the board of directors and there are records or written statements, the main contents of which are:

No such case.

(13) Summary of the resignations and dismissals of the Company's Chairperson, General Manager, Accounting Officer, Treasurer, Chief internal auditor, Senior Corporate Governance Officer, and Head of Research and Development for the most recent year and up to the date of printing of the annual report

March 31, 2021
Job Title Name Date of arrival Termination
Date
Reasons for
resignation or
dismissal
Internal Chief
internal auditor
Mr. Jiang
Zhengchang
2021.03.15 2020.12.18 Career Planning
Resignation

5. Information Regarding the Company’s Audit Fee and Independence

Unit: NT$ thousands

Name of
Accountin
g Firm
Deloitte
Taiwan
Accou
ntant's
Last
Name
Audit
Public
expens
e
Non-audit fee Non-audit fee Non-audit fee Non-audit fee Non-audit fee During the
accounting
audit
Remark
System
Design
Business
Registrati
on
Human
Resource
s
Other Subtot
al
Connie
So

2,400

0

0

0
200
200
2020.01.0
1
The non-audit
public

122

Weng
Bo Ren
Until
2020.12.3
1
expense
represents the
establishment
transfer
pricing report
public
expense.
  • (1) If the amount of non-audit fees paid to the certified public accountant, the certified public accountant's firm and its affiliates is more than one-fourth of the audit fees, the amount of audit and non-audit fees and the content of non-audit services shall be disclosed.

No such case.

  • (2) If you change your accounting firm and the audit fee paid in the year of change is less than the audit fee paid in the year before the change, you should disclose the amount of the audit fee before and after the change and the reasons for the change.

No such case.

  • (3) If the audit fee is reduced by 10% or more from the previous year, the amount, percentage and reasons for the reduction shall be disclosed. No such case.

  • Replacement of CPA No such case.

  • Where the company's chairperson, president, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its CPAs or at an affiliated enterprise of such accounting firm No such case.

123

  1. Any transfer of equity interests and/or pledge of or change in equity interests (during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report) by a director, supervisor, managerial officer, or shareholder with a stake of more than 10 percent during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report

  2. (1) Changes in shareholdings of directors, supervisors, managers and substantial shareholders

Job Title Name 2020 2020 For the year ended March 29,
2021
For the year ended March 29,
2021
N u m b e r o f
s h a re s h el d
I n c r e a s e
( d e c r e a s e )



N u m b e r o f
pledged shares
I n c r e a s e
( d e c r e a s e )



N u m b e r o f
s h a re s h el d
I n c r e a s e
( d e c r e a s e )



N u m b e r o f
pledged shares
I n c r e a s e
( d e c r e a s e )
Chairperson HSIAO,
CHUN-HSIANG
0 0 0 0
Directors CHANG,
YUNG-NAN
0 0 0 0
Directors TSAI,
MING-HSI
2,000 0 0 0
Directors YU, CHIH-HSIN
0
0 0 0
Independent
Directors
CHEN,
SHIH-HSIUNG
0 0 0 0
Independent
Directors
HSU,
FENG-YUAN
0 0 0 0
Supervisor LI, WEN-YAO 0 0 0 0
Supervisor LIN, KUO-HUA 0 0 0 0
Supervisor LIANG,
HSIN-YUNG
0 0 0 0
General
Manager
CHEN,
WEI-CHIH
1,000,000
(1,134,000)
0 0 0
Deputy
General
Manager
YEN,
WEN-HUNG
3,238 0 0 0
Chief
Operating
Officer
KU, FENG-KUEI
0
0 0 0
Treasurer CHEN,
YU-CHUAN
0 0 0 0

2 The erson to whom the e uit is transferred is a related art . ( ) p q y p y

First Name
Reasons for
Transfer of
Equity
Interests
Transaction
Date

Trading
Relatives
Relationship between the
counterparty and the
company, directors,
supervisors, managers and
shareholders holding more
than 10 percent of the
shares
Number
of shares
Trading
Price
CHEN,
WEI-CHIH

Gift
2020.12.11 Mei-Lin Yip Couples 68,000
31.80
CHEN,
WEI-CHIH

Gift
2020.12.11
Yu-Yuan
Chen
Father and Son 66,000
31.80

124

  • (3) If the pledgor is a related party

No such case.

125

  1. Relationship information, if among the 10 largest shareholders any one is a related party, or is the spouse or a relative within the second degree of kinship of another
Name I
SHAREHOLDI
NG
I
SHAREHOLDI
NG
SHARES HELD
BY SPOUSE,
MINOR
CHILDREN
SHARES HELD
BY SPOUSE,
MINOR
CHILDREN
TOTAL
SHAREHOLDI
NG IN THE
NAME OF
OTHERS
TOTAL
SHAREHOLDI
NG IN THE
NAME OF
OTHERS
THE NAMES AND
RELATIONSHIPS
OF THE TOP TEN
SHAREHOLDERS
WHO
ARE
RELATED
TO
EACH OTHER OR
WHO
ARE
RELATED
TO
EACH OTHER AS
SPOUSES
OR
SECOND DEGREE
RELATIVES.
THE NAMES AND
RELATIONSHIPS
OF THE TOP TEN
SHAREHOLDERS
WHO
ARE
RELATED
TO
EACH OTHER OR
WHO
ARE
RELATED
TO
EACH OTHER AS
SPOUSES
OR
SECOND DEGREE
RELATIVES.
REM
ARK
Num
ber
of
share
s
Shareho
lding
Ratio
Num
ber
of
share
s
Shareho
lding
Ratio
Nu
mbe
r of
shar
es
Shareho
lding
Ratio
Name
(or name)
Relation
ships
HSIAO,
CHUN-H
SIANG
5,013
,581
6.91 1,010
,069
1.39 0 0 Tsai
Tzu-chun
husban
d and
wife
None
Cai Jieling wife
and
sister
TSAI,
MING-HS
I
wife's
younge
r
brother
Tsai
Tzu-chun
3,600
,247
4.96 1,001
,140
(Not
e 1)
1.38 0 0 HSIAO,
CHUN-H
SIANG
husban
d and
wife
None
Cai Jieling Father
and
Daught
er
None
TSAI,
MING-HS
I
Father
and Son
None
CHANG,
YUNG-N
AN
2,881
,975
3.97 174,4
91
0.24 0 0 Zhang
Yixin
Father
and Son
None
LIN,
KUO-HU
A
2,572
,574
3.54 685,4
09
0.94 0 0 None None None

126

Name I
SHAREHOLDI
NG
I
SHAREHOLDI
NG
SHARES HELD
BY SPOUSE,
MINOR
CHILDREN
SHARES HELD
BY SPOUSE,
MINOR
CHILDREN
TOTAL
SHAREHOLDI
NG IN THE
NAME OF
OTHERS
TOTAL
SHAREHOLDI
NG IN THE
NAME OF
OTHERS
THE NAMES AND
RELATIONSHIPS
OF THE TOP TEN
SHAREHOLDERS
WHO
ARE
RELATED
TO
EACH OTHER OR
WHO
ARE
RELATED
TO
EACH OTHER AS
SPOUSES
OR
SECOND DEGREE
RELATIVES.
THE NAMES AND
RELATIONSHIPS
OF THE TOP TEN
SHAREHOLDERS
WHO
ARE
RELATED
TO
EACH OTHER OR
WHO
ARE
RELATED
TO
EACH OTHER AS
SPOUSES
OR
SECOND DEGREE
RELATIVES.
REM
ARK
Num
ber
of
share
s
Shareho
lding
Ratio
Num
ber
of
share
s
Shareho
lding
Ratio
Nu
mbe
r of
shar
es
Shareho
lding
Ratio
Name
(or name)
Relation
ships
Lee Kwok
On
2,250
,000
3.10 Data not available None None None
Huang
Yuezhao
2,243
,538
3.09 0 0 0 0 None None None
Shinzon
Lim
1,997
,875
2.75 0 0 0 0 None None None
Cai Jieling 1,707
,597
2.35 0 0 0 0 HSIAO,
CHUN-H
SIANG
elder
sister's
husban
d
None
Tsai
Tzu-chun
Father
and
Daught
er
None
TSAI,
MING-HS
I
Siblings None
TSAI,
MING-HS
I
1,573
,195
2.17 495,0
67
0.68 0 0 HSIAO,
CHUN-H
SIANG
elder
sister's
husban
d
None
Tsai
Tzu-chun
Father
and Son
None
CaiJieling Siblings None
Xinli
Developm
ent Co.
1,566
,000
2.16 0 0 0 0 None None None

127

==> picture [483 x 394] intentionally omitted <==

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

THE NAMES AND
RELATIONSHIPS
OF THE TOP TEN
SHAREHOLDERS
TOTAL WHO ARE
SHARES HELD
I SHAREHOLDI RELATED TO
BY SPOUSE, REM
SHAREHOLDI NG IN THE EACH OTHER OR
MINOR ARK
NG NAME OF WHO ARE
CHILDREN
OTHERS RELATED TO
Name
EACH OTHER AS
SPOUSES OR
SECOND DEGREE
RELATIVES.
Num Num Nu
ber Shareho ber Shareho mbe Shareho
Name Relation
of lding of lding r of lding
(or name) ships
share Ratio share Ratio shar Ratio
s s es
Xinli
Developm
ent Co.,
CHANG,
Ltd. 1,300 Father
1.79 0 0 0 0 YUNG-N None
represent ,000 and Son
AN
ative:
Yixin
Zhang
----- End of picture text -----

Note 1: 950,000 shares of the delivery trust with reserved exercise rights.

  1. The total number of shares and total equity stake held in any single enterprise by the company, its directors and supervisors, managerial officers, and any companies controlled either directly or indirectly by the company
Units: Shares;%;December 31,2020 Units: Shares;%;December 31,2020 Units: Shares;%;December 31,2020 Units: Shares;%;December 31,2020 Units: Shares;%;December 31,2020 Units: Shares;%;December 31,2020
Investment Business
(Note)
The Company invests Directors, Supervisors,
Managers
and
Investments in Direct or
Indirectly
Controlled
Businesses
Integrated Investment
Number of
shares
Shareholdi
ng
ratio
Number of
shares
Shareholdi
ng
ratio
Number of
shares
Shareholdi
ng
ratio
Vietnam Caesar
Sanitary Wares
Joint Stock Co.
41,877,700 99.99 200 0 41,877,900 99.99
Kaisheng
Sanitary Co.,
Ltd.
1,326,000 51.00 0 0 1,326,000 51.00

Note: Long-term investments accounted for by the equity method.

128

IV. Capital Overview

1. Capital and shares

(1) Source of Equity

Unit: NT$ thousands; thousands of shares

Unit: NT$ thousands; thousands of shares Unit: NT$ thousands; thousands of shares Unit: NT$ thousands; thousands of shares
Year
Month
Issue
Price
Authorized share
capital
Paid-in capital Remark
Number
of shares

Amount
Numb
er of
shares
Amount Share Capital
Source
The use of
property other
than cash to
offset the
payment of
shares
Others
Dec. 88
10
16,000
160,000
16,000 160,000
Cash capital increase
of $105,000 thousand
None Note 1
Oct 96
10
50,000
500,000
20,000 200,000
Surplus capital
increase $40,000
thousand
None Note 2
Dec. 98
10
50,000
500,000
50,000 500,000
Cash capital increase
of $300,000 thousand
None Note 3
Aug. '99
10
100,000 1,000,000 56,500 565,000
Cash capital increase
$15,000 thousand
Surplus capital
increase $50,000
thousand
None Note 4
Dec 99
25
100,000 1,000,000 64,500 645,000
Cash capital increase
$80,000 thousand
None Note 5
Oct. 102
27
100,000 1,000,000 72,600 726,000
Cash capital increase
$81,000 thousand
None Note 6

Note 1: Approval number: Ministry of Economic Affairs, January 04, 2000 (089) Business 148081 Note 2: Approval No.: Ministry of Economic Affairs, October 25, 2007, Economic and Social Affairs No. 09632946040

Note 3: Approval No.: Ministry of Economic Affairs, January 18, 2010, Economic and Commercial Affairs No. 09901011600

Note 4: Approval No.: Ministry of Economic Affairs, September 06, 2010, Economic and Commercial Affairs No. 09901201140

Note 5: Approval No.: Ministry of Economic Affairs, January 28, 2011, Economic and Commercial Affairs No. 10001021530

Note 6 Approval No.: FSC, September 11, 2013, FSC Certificate No. 1020037401, Ministry of Economic

129

Affairs, November 06, 2013, 10201226950

Unit: Unit Unit: Unit Unit: Unit Unit: Unit
Shares
Species
Authorized Share Capital R e m a r k
Outstandingshares Unissued shares Total
Ordinary
shares

72,600,000

27,400,000
100,000,000
Listing

Information about the Omnibus Reporting System: Not applicable.

(2) Shareholder Structure

March 29, 2021 March 29, 2021 March 29, 2021 March 29, 2021 March 29, 2021
Shareholder
Structure
Quantity


Government Agencies
Financial Institutions Other Legal Entities Individuals
F o r e i g n
Institutions
and outsiders


Total
Number of
people
0
3

26

4,236

27

4,292
Number of
shares held
0
1,314,000

5,150,000
65,123,000
1,013,000
72,600,000
Shareholding
Ratio
0.00
1.81

7.09

89.70

1.40

100.00

130

(3) Diversification of shareholding

  1. Ordinary shares

March 29, 2021

Ordinary shares March 29, 2021
Shareholding Classification Number of
Shareholders
Number of
shares held
Shareholding
ratio
1 to 999 333
40,021

0.06
1,000 to 5,000 3,092
6,177,193

8.51
5,001 to 10,000 436
3,517,176

4.85
10,001 to 15,000 103
1,355,000

1.87
15,001 to 20,000 70
1,298,542

1.79
20,001 to 30,000 68
1,762,046

2.43
30,001 to 50,000 65
2,540,275

3.50
50,001 to 100,000 30
2,038,877

2.81
100,001 to 200,000 38
5,197,101

7.15
200,001 to 400,000 30
8,078,084

11.12
400,001 to 600,000 4
1,933,950

2.66
600,001 to 800,000 2
1,344,409

1.85
800,001 to 1,000,000 4
3,630,107

5.00
1,000,001 or more 17
33,687,219

46.4
Total 4,292
72,600,000

100.00

2. Special Unit

The Company has not issued any preferred shares.

(4) List of major shareholders

Name, amount and percentage of shareholding of the top ten shareholders with a shareholding ratio of 5% or more.

Shares
Name of Major Shareholders

Number of shares held
Shareholding Ratio
HSIAO,CHUN-HSIANG 5,013,581
6.91
Tsai Tzu-chun 3,600,247
4.96
CHANG,YUNG-NAN 2,881,975
3.97
LIN,KUO-HUA 2,572,574
3.54
Lee Kwok On 2,250,000
3.10
HuangYuezhao 2,243,538
3.09
Shinzon Lim 1,997,875
2.75
CaiJieling 1,707,597
2.35
TSAI,MING-HSI 1,573,195
2.17
Xinli Development Co. 1,566,000
2.16

131

  • (5) Stock price, net worth, earnings, dividends and related information per share for the last two years
for the last twoyears for the last twoyears for the last twoyears
Annual
Project
108 years 2020s Current year ending
March 31, 110
per
shar
e
Mar
ket
Price
Highest 40.45 35.70 35.70
Min. 33.90 23.60 31.80
Average 36.92 31.21 34.18
per
shar
e
Net
valu
e
Before distribution 23.32 23.56 Not applicable
(Note 2)
After distribution 21.62 (Note 1)
per
shar
e
Surp
lus
Weighted
average
number of shares (in
thousands)
72,600 72,290
Earnings per share 2.48 3.04
per
shar
e
Divi
dend
s
Cash dividends 1.7 2.0(Note 1)
Grati
s
Issue
Surplus
allotment
of
shares
0 0
Capital
Provident
Fund
Share
Allotment
0 0
Accumulated unpaid
dividends
0 0
Inve
stme
nt
Com
pens
ation
Anal
ysis
Principal to Benefit
Ratio(Note 3)
14.89 10.27
Principal-to-profit
ratio(Note 4)
21.72 15.61
Cash Dividend Yield
(Note 5)
4.60% 6.41%

132

  • Note 1: The proposed distribution of earnings for 2020 has not yet been resolved by the shareholders' meeting.

  • Note 2: The financial information as of March 31, 2021 has not been reviewed by the accountants.

  • Note 3: Capital gain ratio = average closing price per share for the year / earnings per share.

  • Note 4: Principal-to-profit ratio = Average closing price per share for the year / Cash dividends per share.

Note 5: Cash dividend yield rate = Cash dividend per share / Average closing price per share for the year.

  • (6) Dividend Policy and Implementation Status

  • Company Dividend Policy

In addition to the Company Law and the Company's Articles of Incorporation, the Company shall distribute dividends to shareholders at a rate of not less than 50% of the current and future development plans, taking into account the investment environment, capital requirements and domestic and international competition, and taking into account the interests of shareholders; provided, however, that if the current after-tax profit is less than the current after-tax profit, the Company shall distribute dividends to shareholders at a rate of not less than 50% of the current after-tax profit. In addition, the Company shall distribute dividends to shareholders at a rate of not less than 50% of its net income for the current year, unless the distributable earnings for the current period is less than the net income for the current period. Dividends may be distributed in cash or in stock, with cash dividends not less than 10% of the total stock dividends, except when the stock dividends are less than $1 per share.

  1. Circumstances of the proposed dividend distribution at the shareholders' meeting

The appropriation of the Company's 2020 earnings has been resolved by the Board of Directors on March 9, 2021, and it is proposed to distribute cash dividends to shareholders in the amount of NT$144,152,000, or NT$2.0 per share, and the Board of Directors will be authorized to set the basis date for dividend distribution after the shareholders' meeting.

  1. If there is a significant change in the dividend policy, it should be stated No such case.

  2. (7) Effect of the proposed gratis allotment of shares at the shareholders' meeting on the Company's operating results and earnings per share

133

There is no plan to allocate shares without compensation during the year.

  • (8) Remuneration for employees, directors and supervisors

  • The percentage or range of remuneration for employees, directors and supervisors as set out in the Articles of Association

The Company should appropriate 2% to 5% of its annual net income before employees' compensation and directors' and supervisors' compensation to employees' compensation and not more than 2% to directors' and supervisors' compensation. However, if the Company still has accumulated losses (including the amount of adjustment to undistributed earnings), the amount of compensation should be reserved in advance.

  1. The basis for estimating the amount of compensation for employees, directors and supervisors, the basis for calculating the number of shares for employee compensation distributed by stock, and the accounting treatment if the actual amount of distribution differs from the estimated amount.

  2. The amount of compensation to employees, directors and supervisors is

  3. estimated in accordance with the Company's Articles of Incorporation and the "Regulations Governing the Remuneration of Directors and Supervisors" and is calculated based on past experience and the amount that may be paid in the future. Any difference between the actual distribution amount and the estimated amount is accounted for as a change in accounting estimate and recorded as profit or loss in the following year.

  4. The Board of Directors approved the distribution of remuneration

  5. (1) The amount of employees' compensation and directors' and supervisors' compensation distributed in cash or stock. If the amount differs from the estimated amount of recognized expenses, the amount of the difference, the reason for the difference and the treatment of the difference should be disclosed.

Unit: NT$; shares

be disclosed. be disclosed. be disclosed. be disclosed. Unit: NT$; shares Unit: NT$; shares Unit: NT$; shares
Date
approve
d by the
Board
Employee Compensation Director
s' and
Supervis
ors'
Remune
ration
Whether there is a
difference between the
amount estimated in
the year of expense
recognition
Cash Amount Stock Amount Number of Stocks Total Cash Amount Differe
nce
Reaso
n
Handling situations
110.03.09 8,749,416 0 0 8,749,416 5,832,943 No difference Not applicable Not applicable

(2) The amount of employee compensation distributed in stock and its proportion to the aggregate of net income after tax and total employee

134

compensation in the individual or individual financial statements for the period

Not applicable.

  1. The actual distribution of compensation to employees, directors and supervisors in the previous year (including the number of shares distributed, the amount and the price of the shares), the difference between the distribution and the recognition of compensation to employees, directors and supervisors, and the amount of the difference, the reasons for the difference and the handling of the situation

Unit: NT$; shares

==> picture [482 x 165] intentionally omitted <==

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

Directors'
and
Whether there is a difference
Supervis
Employee Compensation in the recognition of
ors'
remuneration
Remuner
ation
Cash Differenc Handling situations
Cash Amount Stock Amount Number of Stocks Total Reason
Amount e
7,303,408 0 0 7,303,408 4,868,939 No difference Not applicable Not applicable
----- End of picture text -----

135

(9) Buyback of the Company's shares

March 31, 2021

) Buyback of the Company's shares
March 31, 2021
Buyback period First time
Purpose of buying back Transfer of shares to employees
Buy Back Period April 21, 2020 to May 26, 2020
Buyback interval price NTD 19.00 to NTD 46.05
Type and number of shares bought
back
Ordinary shares 524,000 shares
Amount of shares bought back NT$15,674,348
Number of repurchases made as a
percentage of the number of
scheduled repurchases(%)
52.4%
Number of shares cancelled and
transferred
-
Cumulative number of shares held
bythe Company
Ordinary shares 524,000 shares
The cumulative number of shares
held by the Company represents
Total ratio of issued shares(%)
0.72%
  1. Corporate Bonds

None.

  1. Preferred Shares

None.

4. Global Depository Receipts

None.

5. Employee Stock Options

None.

  1. Status of New Shares Issuance in Connection with Mergers and Acquisitions None.

  2. Financing Plans and Implementation

As of the quarter ended the publication date of the annual report, the

136

Company had not issued or private placement of marketable securities to obtain funds and had no plans to use such funds.

137

V. Operational Highlights

1. Business Activities

  • (1) Business Scope

  • The main contents of the company's business

    • (1) Ceramics and ceramic products manufacturing industry

    • (2) Ceramic glassware wholesale industry

    • (3) Kitchen, bathroom equipment installation engineering industry

    • (4) Waterware material wholesale industry

    • (5) Wholesale of furniture, bedding, kitchen appliances, and furnishings

    • (6) Retailing of furniture, bedding, kitchenware and furnishings

    • (7) Building Materials Retail

    • (8) Copper rolling, wire drawing and extrusion industry

    • (9) Building materials wholesale industry

2. Operating weight

Unit: NT$ thousands

Unit: NT$ Unit: NT$
Annual
Product Items
2019 2020
Amount Proportion
(%)
Amount Proportion
(%)
Porcelain 1,142,763
48.94

1,124,375

48.76
Discharge Type
494,716

21.19

463,194

20.08
Electronic
Automation
210,305
9.01

245,240

10.63
Bathroom Type 84,606
3.62

62,383

2.70
Other
categories
402,536
17.24

411,329

17.83
Total 2,334,926
100.00

2,306,521

100.00

3. Current products (services) of the company

The company's main products are basins, toilets, water supply appliances, bathtubs, bath cabinets, and all kinds of bathroom peripherals and accessories, as well as providing bathroom equipment repair services.

  1. New products (services) planned to be developed

The Company is a professional manufacturer of porcelain, faucets and bathtubs, with a diversified and complete product line, and expects to develop new products in the future as follows.

  • (1) Short-term plans

In response to the increasing shortage of water resources and the requirements of water conservation regulations, the Company has

138

focused on the redesign and development of the toilet water circuit and continuously revised its online products so that they can meet the regulations of the Gold Level Water Conservation Label. In order to enhance product differentiation, we have (1) introduced ozone technology into our products to create an antibacterial and deodorizing bathroom environment by making use of the characteristics of ozone; (2) developed micro bubble function products to clean the skin deeply through micro bubbles smaller than capillary pores in the water, bringing users a different added value and experience; (3) introduced smart ion sensor technology, which is different from the general infrared (4) computer toilet seat series products and in the bathroom space, the use of plastic parts and accessories (hand-held shower, handrails ... etc.), gradually to the antibacterial certification application planning; product differentiation strategy, the introduction of more technology to enhance the added value of the product, through simple installation and use, fashionable and simple design, combined with the green and green technology. Through simpler installation and use, fashionable and simple design, combining the market trend of green energy, environmental protection and silver hair, and catering to the use habits of the consumer public, the product features are more layered and humane temperature. The projects currently under development cover the following

  • Water-saving toilets with no water ring encapsulated monobloc and split type

  • Toilet items that meet the needs of the construction site market

  • Urinal development of the characteristic shape

  • A variety of different characteristics of the faucet series

  • Public Health Products Combining Ozone Function

  • Bathroom products that meet the needs of silver-haired people

  • Lead-free frontier product development

  • Overall bathroom space storage, product design and planning

  • Bathroom & Cabinet Products

  • Long-lasting germicidal bath products

  • (2) Medium and long term plans

Using our existing process technology and experience, we will develop other bathroom-related products for other applications, and the products we plan to develop include

  • Green energy products for energy saving and environmental protection

  • Strengthen the silver hair family and electronic bathing equipment,

139

and develop intelligent health care related products

  - Deepening Caesar Technology's bath and health management aspirations related products

  - High-end products for the middle and high-end market
  • (2) Industry Overview

  • Industry Status and Development

Although vaccine research and development is accelerated in various countries and vaccination is expected to commence in the second half of 2020, the initial number of vaccines is limited, virus mutations are frequent, and it will still take some time to achieve compliance with herd immunity. In the construction industry, there is an influx of rush jobs, and the completion rate of major public construction projects has exceeded a new high in more than a decade. In New Taipei City, Taoyuan City, Taichung City, Tainan City, and Kaohsiung City, there was a wave of home deliveries one after another, making the housing market transactions appear hot at the end of 2020. The sanitary porcelain manufacturing process has more than 30 stages, all of which have their own difficulties, any errors in any of the stages will produce defective products, yield control is extremely difficult, so the sanitary porcelain industry barriers to entry remain. At present, in addition to China, few new brands of sanitary equipment have been born in the past two decades, and almost no new equipment has been put into the domestic sanitary industry, which shows that the threshold for entry into the industry is still high.

The following is a description of the domestic and international industry environment:

  • (1) Business Environment Situation

Countries responded to the epidemic with unprecedented fiscal, monetary and regulatory measures to maintain household disposable income, protect corporate cash flow and support credit availability. The negative growth of advanced economies in Q2 was not as severe as expected, while the economic recovery in mainland China was stronger than expected. 2020 The global economic recession in the second half of the year is expected to moderate compared to the first half. Taiwan businesses are returning to Taiwan, and international companies such as Google and Microsoft are setting up R&D or innovation centers in Taiwan, which is expected to boost the domestic smart manufacturing and innovation energy and enhance the added value of the industry. The newly amended regulations on production and innovation, the corporate law and the action plan to optimize the investment environment for new and innovative businesses, and the three major programs to accelerate investment in Taiwan are all helpful to stimulate investment and adjust the industrial structure of Taiwan.

140

According to the preliminary statistics from the Office of the Comptroller of the Executive Yuan, the GDP growth rate for 2020 was 3.11%, with an average GDP of US$28,383 per person, and the forecast for 2021 is 4.64%, with a GDP of US$30,981 per person.

Unit: NT$ million.

GDP and Economic Growth Rate GDP and Economic Growth Rate
Year(Quarter) Real GDP
(Using 105 years as the
reference year of the chain
value)
Economic growth rate (%)
Not seasonally adjusted Year-over-year(yoy)
2019 19,194,635 2.96
2020 (p) 19,791,301 3.11
2021 (f) 20,709,885 4.64
Explanation: 1. (p) shows the preliminary statistics, (f) shows the predicted
statistics, and (r) shows the corrected statistics.
Source: Office of the Comptroller, Executive Yuan

(2) Domestic Market Changes

According to the votes of the Taiwan Housing Group Trend Center, the representative word for the housing market in Taiwan in 2020 is "prosperous", and the reason for this is that "owner-occupants are in charge and the housing market is in demand. From "hope" in 2017 to "turn" in 2018, "back" in 2019 to "prosperous" in 2020, the housing market has left the shadow of tax reform and entered an era of "more hot money, lower interest rates, and thinner bills", leading to a "prosperous" buying trend in 2020. According to the Ministry of the Interior, 474,579 buildings were registered for transfer in 2020, of which 326,589 buildings were transferred, representing an annual increase of 8.76%, and the threshold of 300,000 buildings was maintained for the second consecutive year, representing a stead rowth in the momentum of Taiwan's re air market. y g p

Year Transfer Registration Transfer Registration
Total Buy and
Sell
Auction Inheritance Gift Other
Number of buildings
2018 418,546 277,967 5,234 56,315 43,025 36,005
2019 456,234 300,275 5,117 57,677 43,956 49,209

141

2020 474,579 326,589 5,269 59,109 43,759 39,853
Source: Ministryof the Interior MonthlyStatistical Report

According to the statistics of building construction licenses, the total floor area of building construction licenses reached 41,521 thousand square meters in 2020, an increase of 12.4% compared to 2019. The total floor area of building construction licenses reached 28,247 thousand square meters, an increase of 6.6% from 2019, and the total floor area of construction licenses reached 32,403 thousand square meters, an increase of 16.4% from 2019. This shows that the demand for new construction in Taiwan will grow steadily.

Construction License, User License and Start-up Profile

Construction License, User License and Start-up Profile Construction License, User License and Start-up Profile Construction License, User License and Start-up Profile Construction License, User License and Start-up Profile Construction License, User License and Start-up Profile Construction License, User License and Start-up Profile
Year License to build license License to use Start-up license
Number
of pieces
Main floor
Surface area
Number
of pieces
Main floor
Surface area
Number
of
pieces
Main floor
Surface
area
2018 27,344 33,984 22,860 28,366 18,469 26,262
2019 27,143 36,927 22,026 26,489 17,792 27,843
2020 25,980 41,521 22,370 28,247 18,523 32,403
Source: Department of Construction

(3) Factory Operation Overview

With the increasing liberalization of free trade, international bathroom brands and suppliers are entering the market one after another to compete, especially in China, where the competition is shifting from low-price to quality products, making the overall industry more competitive in the future. Therefore, the company is promoting a brand enhancement and reengineering program to strengthen the communication channels and methods with consumers, so that the company's philosophy can penetrate the market and gain recognition. In response to competition, Caesar will continue to adopt the concept of "fashionable simplicity" in product design, reduce product categories, increase purchasing advantages and reduce management costs, and adjust products to meet different market needs. Caesar's long-established brand promotion, comprehensive sales channels, diversified product lines, and flexible operation model, coupled with the "Bath Housekeeping" approach to strengthen sales and service, have been widely recognized by consumers and have been one of the top three brands preferred by domestic consumers for years.

142

  1. Upstream, midstream and downstream industry linkages

The Company is a manufacturer and seller of sanitary equipment such as basins, toilets, water supply devices, bathtubs and other peripheral products. The relationship between the industry, from the supply of raw materials, production and assembly to the sale of finished products, midstream and downstream, is described as follows.

  • (1) Upstream: Suppliers of raw materials such as copper, porcelain clay, glaze, gas, etc., faucets and plastic products for finished sanitary equipment, as well as manufacturers who forge, glaze and shape the above raw materials. (i.e. the business of Vietnam Caesar Bath Co.

  • (2) Midstream: Sales of bathroom equipment and its peripheral products under its own brand name marketers, distributors and dealers. (i.e., the Company's business)

  • (3) Downstream: the construction industry, hardware and sanitary building materials companies and the end-consumer public that actually use sanitary equipment and its peripheral products.

The following is a summary of the above-, mid- and downstream linkages of the bathroom equipment industry to which the Company belongs.

==> picture [462 x 353] intentionally omitted <==

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

Brasswar Porcelain Glaze Gas Water Plastics
on
Tour
Bathroom
Medium
Tour
Bathroom Bathroom Bathroom
Down
Tour Construction Bathroom Hardware Hardware,
----- End of picture text -----

143

3. Various trends of product development

The development trend of the bathroom industry has gradually expanded from a simple toilet area to a home living space, and how to plan a comfortable and pleasant sanitary environment from an aesthetic base is the goal of research and development that major bathroom brands are competing for. The creation of thoughtful products to strengthen the connection and dependence of their customers will further enhance the brand.

Today's bathroom products are mostly integrated with electronic technology, the overall industry development has gradually transformed from the traditional industry to the technology industry, and towards the following trends.

  • (1) Bathroom space furnishing

Traditional designers focus on living areas such as living rooms and bedrooms, but Caesar gradually promotes the planning and design of the whole bathroom. The value of furnishing the bathroom space is to combine aesthetics and functionality under the limited space planning. Through the clever combination of mirror cabinet, main cabinet and tall cabinet, the fashionable design and simple style meet the flexible needs of each home space and create more storage possibilities.

  • (2) Silver hair family bathroom products

In response to the aging population, how to design and plan the bathroom space in order to provide silver-haired people and caregivers with more labor-saving, comfortable and safe bathroom space, and through the perspective of universal design, to design products for all ages to meet the needs of every user in the home. Caesar has noticed this trend of population development and has designed and planned the silver-haired toilet products, including the raised digital toilet and the raised general toilet, so that silver-haired people can easily get up after using the toilet; and has also integrated the planning of the silver-haired toilet series products to take care of the needs of silver-haired people in using the toilet.

  • (3) Seeking strategic cooperation to develop intelligent bathing products Through strategic cooperation, bathroom products can break out of the traditional mold. Combining the advantages of Taiwan's high-tech industry to create a safe and comfortable bathroom space, in the fall detection, to do a warning and early warning, the traditional bathroom manufacturers, technology has its limitations. In addition to the continuous improvement in water conservation and

144

environmental protection, appearance and function, the use of big data and information technology is a step forward in intelligent products, through data to know the daily life information, such as use habits, and even integration of health management-related elements into product development, through the Internet of Things management and connection, so that the product is closer to human nature, and closer to the consumer connection.

  • (4) Systematic management of production lines

The barcode system is integrated into the production of product histories, linking the first line of sales with the back office of the factory, and integrating anti-counterfeiting, identification and after-sales service. Combined with the electronic system, we can improve the efficiency and quality of service and provide an extended warranty mechanism. We also provide barcodes on the product and on the outer box to gradually improve its electronic system.

  1. Competition situation

Almost all of the products sold by Taiwanese sanitary ware brands rely on imports. In Taiwan, due to high land costs, labor shortage, and high labor and material costs, almost no new production capacity has been invested in factory construction. 2020 total imports of sanitary ware grew 9.5% from 2019 (Source: Ministry of Finance). Among them, mainland China accounted for 42.3% of the total imports, is the main source of Taiwan's sanitary ware imports, the proportion of the first than still maintained, followed by Vietnam imports accounted for 31.3% of the total, the third is Japan, accounting for 13.2% of the total imports. The three regions together accounted for 86.8% of the total, mainly due to the high manufacturing difficulty of sanitary ware, manufacturing yield control is not easy, the technical threshold is very high, coupled with the huge capital required to build factories, not many companies have the ability to invest in the sanitary ware industry in Taiwan. 2020 of total imports of water faucets increased by 18.7% over 2019, of which, China accounted for 55.8% of the total imports, followed by Germany imports accounted for The total imports from China accounted for 55.8% of the total imports, followed by Germany at 12.6%, and Vietnam at 5.3%, representing a 21.7% increase from 2019. (Source: Ministry of Finance). Caesar's own factory in Vietnam covers an area of nearly 15 hectares, including porcelain factory, faucet factory, bathtub factory and bath cabinet factory, and invests hundreds of millions of dollars in equipment and technology every year. We will be more competitive in the market.

145

(3) Technology and R&D Overview

For the most recent year and up to the printing date of the annual report, research and development expenses and technologies or products successfully developed.

Unit: NT$ thousands

developed. Unit: NT$ thousands
Annual
Project

2020
For the year ended March
31, 2021
Research and
development expenses
17,706 4,481
Development of
successful technologies
or products
Ozone
sterilization
deodorization sensor faucet
Smart Ion Sensor Water
Flush
Micro Bubble micro bubble
shower



New monoblock toilet
Ozone
sterilization
deodorization
sensor
faucet
Medium and low level
faucet series
Baked faucet series
  • (4) Long- and short-term business development plans

  • Short-term business development plan

In 2020, the Group's operations focused on new markets, functional products, network marketing and ERP system integration.

  • (1) Newly built markets and strengthening existing markets: We are actively working to develop new markets and make our name known in the public works market. In recent years, our company has been actively developing the new construction and public works markets. At the same time, we continue to deepen our efforts in the existing repair market and strengthen the professional skills of our sales staff. In terms of service quality, the Bath Housekeeping service team has been recognized by consumers to achieve the benefits of word-of-mouth marketing and B2C customer satisfaction.

  • (2) Functional products: The launch of the germ elimination faucet series and the new generation of Aquajet instant flush toilets have greatly improved our competitiveness. At the same time, the bath and mirror cabinets are modularized with various sizes and combinations to meet different needs. CAESAR SPACE", which allows the bathroom to be used as you wish, increases the ping effect and maximizes the use of the bathroom. We hope to win more consumers' recognition and adoption, and increase our competitiveness in the market.

  • (3) Internet marketing: Since 2020, we have gradually increased the proportion of budget for internet marketing, developed a precise

146

advertising strategy, and developed a new type of brand communication field in response to the new digital dividend brought about by the epidemic, and developed a new type of purchasing process to master the last mile of channel retailing.

  • (4) ERP system: Since 2020, we have started planning to update our ERP system. We expect to integrate Taiwan and Vietnam production into the same system starting from FY110, and we plan to establish a systematic management idea based on information technology through the integration of Taiwan-Vietnam system to provide a faster and more accurate management platform for decision making and operation for corporate decision makers and employees.

  • Long-term Business Development Plan

  • Caesar will continue to focus on the development of the Asian market and aim to become one of the top three international brands in Asia. We will continue to invest in key technologies and develop functional products, complemented by simple and fashionable design concepts and affordable prices, in order to compete with international brands through product differentiation strategies.

  • (1) Expanding into the ASEAN market: We will continue to strengthen our development efforts in Vietnam to increase our market share. In line with the ASEAN Zero Tariff Agreement, we have established sales agents in Malaysia, the Philippines and Cambodia, and will continue to strengthen our distribution channels and further establish sales agents in Indonesia.

  • (2) Layout of China market: Strategic alliance with Taiwan-invested enterprises in mainland China to open up the China market steadily, so that the brand awareness of Caesar Bath began to ferment in all parts of China.

  • (3) Development of OEM/ODM market: With new product lines, we are expected to steadily increase our sales by securing orders from well-known US distributors.

  • (4) Establishment of simple and fashionable brand image: Caesar Sanitary Ware will continuously inject new vitality into the brand, renovate the CIS corporate identity system, and establish a new brand image among the consumer public with simple and fashionable as the main brand concept.

  • (5) Vietnam cabinet market: The newly established cabinet factory in Vietnam designs and produces cabinets that meet the needs of Vietnam. It actively expands and creates business opportunities through

147

exhibition stores and distribution mode, and has systematic development to serve the construction projects and home decoration upgrades, which will become an important development project for the company in the future.

148

2. Market and Sales Overview

  • (1) Market Analysis

  • Sales (provision) of major goods (services) by region

Unit: NT$ thousands

Annual
Sales Area
2019 2019 2020 2020
Amount Proportion
(%)
Amount Proportion
(%)
Taiwan 1,284,658 55.02 1,456,489 63.15
Vietnam 1,029,155 44.08 840,325 36.43
Others 21,113 0.90 9,707 0.42
Total 2,334,926 100.00 2,306,521 100.00

2. Market share

Our company is marketing under the brand name of CAESAR, which focuses on porcelain toilets, basins, faucets, shower cabinets and bathtubs, and is not yet available in the market as there are no reliable commercial or academic institutions or government agencies that can provide reliable market size statistics to show the market share of our company in the bathroom equipment market. The Company is the third largest bathroom equipment manufacturer and seller in Taiwan, with a market share of about 20% in Taiwan, and the third largest brand in Vietnam, with an estimated market share of 20%.

  1. Future market supply and demand and growth

In recent years, the family and demographic structure of Taiwan has gradually changed from large families to small families, reaching 8.73 million households in 2018, 8.83 million in 108, and 8.93 million in 2019. The population will drop to 14.49~17.16 million in 2070, which is about 6~70% of the population in 2020. Therefore, with the change of population age structure, the demand for barrier-free and universally designed bathrooms from the middle and upper age groups is expected to increase gradually, and Caesar will make the necessary product combinations in advance according to the characteristics of the industry. In addition to Taiwan, Caesar also focuses its development on Asia, which accounts for over 60% of the world's population and is also the region with the fastest economic growth. Although the epidemic was well controlled, the tourism and physical service industries were still greatly affected. It is expected that after the gradual liberalization of international tourism, the Vietnamese market will continue to grow due to the population dividend. Vietnam's economy grew at a rate of 2.91% in 2020, slowing down to the slowest pace in 30 years. Foreign investors were unable to enter Vietnam, resulting in a slight

149

rebound in real estate prices. Since Caesar's production base is in Vietnam and it is one of the top three brands in Vietnam in terms of sales volume, the growth of Vietnam market in the post-epidemic era will be an important driving force for Caesar's sustainable growth.

  1. Competitive Niche

  2. (1) Competitive product cost: Bathroom equipment is a labor-intensive industry, and our production base is located in Vietnam, enjoying relatively low production cost, with automatic production line equipment to improve the yield rate, supplemented by the ASEAN tariff-free base, making the product cost relatively competitive.

  3. (2) Copper and Bath Cabinet Plant Capacity: With the expansion of copper gravity casting production, we can meet the demand of new construction and public works: With the bath cabinet plant, Caesar becomes one of the few integrated sanitary ware companies in Taiwan with a complete production base.

  4. (3) High self-production rate and stable quality: We have self-production lines for major products such as sanitary ware, faucets, bathtubs, and bath cabinets, which allow us to bring out the combined effect of matching product design and strict quality control.

  5. (4) Continued investment in core technology: Caesar FFC porcelain production technology is the best in Asia, and we continue to maintain our competitive edge with innovative technology.

  6. (5) Focused online marketing: We flexibly adjust our effective online marketing strategy to match online advertising and brand positioning.

  7. (6) Perfect pre-sales and after-sales service system: the first to provide pre-sales service with full product configuration, delivery to the house and porcelain 10-year warranty, and year-round after-sales service by bathroom butlers.

  8. (7) Taiwan's 15,000-square-meter distribution center speeds up logistics operations while reducing the chance of out-of-stocks and providing effective distribution services throughout the province.

  9. (8) Robust financial structure: The company has good profitability, low debt ratio, stable cash flow and is able to cope with various crises.

  10. Favorable and unfavorable factors of development prospect and countermeasures

  11. (1) Favorable factors

    • A.Vietnam production base, Taiwan and Vietnam complement each other, with competitive advantage

      • With a total population of 98 million, the average age of Vietnam

      • is only about 32 years old. Vietnam has a demographic dividend and

150

the labor force accounts for about 70% of the total population, labor costs are relatively low compared to Taiwan and labor costs are two-thirds of those in China, the "world factory".

B.ASEAN Tariff Advantage

In 1985, our company chose Vietnam as our production base with an eye on the ASEAN market. Since 104, the whole region has been exempted from tariffs, which is favorable to the development of the market of ASEAN countries, and at the same time, there are still tariff barriers in some of the bathroom items exported from China to Vietnam, which is favorable to us and has a relative competitive advantage over competitors from other countries.

C.Four major business plants to facilitate the expansion of OEM

business

Since the completion of the Vietnam plant expansion, the Company has four major manufacturing businesses: porcelain, faucets, cabinets and bathtubs. In addition to supplying Caesar's brand development in Asia, the Company has the opportunity to expand its international OEM business and provide one-stop services. The porcelain business has been receiving orders from a well-known distributor in the U.S. since 2009 and has the opportunity to further expand into other projects in the future to diversify its business risks. D.Proactive management team

Compared with our competitors, our management team is relatively young, excellent, active and energetic, and has a precise grasp of the trending products, which enables us to close the gap with our strong competitors year by year. In Vietnam and Taiwan markets, we have made significant achievements.

E.Technical Advantages

The Company continues to invest in core technologies, in addition to the European porcelain Fine Fireclay technology and green energy hydropower technology, and will further invest in anti-bacterial technology for application in the kitchen and bathroom which is to enhance the overall brand space, expected competitiveness.

F.Private Label Advantage

After 35 years of development, CAESAR is now the second most popular brand in Taiwan and one of the top three ideal brands for designers and the top three brands in Vietnam, competing with international manufacturers. Although there is still a gap between the company's scale of operation and that of the major international

151

manufacturers, the company's strong local operation ability and flexible strategy have brought the market share of sanitary equipment in Taiwan and Vietnam closer.

  • (2) Adverse factors and countermeasures

  • A.Professionals are not easy to find, and the training time is long Countermeasures.

    • a. We provide summer internship opportunities for interested university students to work in our head office or factories to nurture industrial talents.

    • b. We offer better salaries and benefits than our competitors, a friendly working environment and a comprehensive welfare system to attract professional talents.

    • c. We have planned a comprehensive professional skills training and internal and external education training for our employees to enhance their professionalism and ensure the accumulation of professional skills and experience.

  • B.The quality of labor is slightly poor, we must eliminate the weak and keep the strong

Countermeasures.

  • a. We continue to introduce new automated equipment to reduce the number of workers in the factory to stabilize production yields.

  • b. Continuously promote six standard deviations to improve management efficiency and effectiveness.

  • c. Increase employee salaries, benefits and performance bonuses, and enhance on-the-job training to improve staff quality and productivity.

  • C.The quality of local raw materials supply in Vietnam is unstable, so we have to rely on imports.

  • Countermeasures.

  • a. Some of the raw materials are in the nature of temporary goods, and prices and exchange rates fluctuate greatly. Therefore, the parent company is centrally responsible for the procurement of key raw materials to control the price and exchange rate risks.

  • b. Develop local mineral sources in Vietnam to assist manufacturers to improve washing technology and reduce the risk of imported raw material supply chain.

(2) Important applications and production process of major products 1. Im ortant a lications of the main roducts p pp p

Main Products Important Uses

152

Porcelain It is a necessity for daily use, such as toilets, water tanks,
basins, porcelain feet, squatting toilets, buckets and
ceramic accessories.
Water It is used in general bathroom water supply apparatus,
including basin faucets, showerheads, shower heads and
hardware fittings, etc.
Bathtub As a necessity for daily bathing, we develop bathtubs of
different materials, functions and designs according to
market demand, including acrylic bathtubs, massage
bathtubs, classical freestanding bathtubs and shower
columns, etc.
Other (Electronic
Automation)
It is the spare parts for daily bathroom equipment, such as
automatic toilet flush, automatic toilet flush, automatic
water supply faucet, automatic soap dispenser, automatic
hand dryer, computerized toilet cover, etc.

2. Production process of major products

The Company mainly purchases various sanitary products from Vietnam Caesar Sanitary Ware Co.

(1) Porcelain

==> picture [360 x 116] intentionally omitted <==

==> picture [23 x 24] intentionally omitted <==

==> picture [362 x 108] intentionally omitted <==

153

  • (2) Water

Casting Process

==> picture [361 x 41] intentionally omitted <==

Processes

==> picture [134 x 42] intentionally omitted <==

Polishing process

==> picture [291 x 42] intentionally omitted <==

Electroplating Process

==> picture [290 x 43] intentionally omitted <==

Assembly and quality inspection process

==> picture [214 x 43] intentionally omitted <==

  • (3) Bathtub

==> picture [372 x 116] intentionally omitted <==

154

(3) Supply of major raw materials

The Company mainly purchases various finished sanitary products from Vietnam Caesar Sanitary Ware Company Limited, and the current supply of ma or raw materials for each of its finished sanitar roducts is as follows. j y p

Raw materials SupplySources SupplyStatus
Washed clay China Manufacturers Stable supply
Clay Vietnam and Thailand
Manufacturers
Stable supply
Raw mineral clay Vietnam Manufacturers Stable supply
Washed kaolin Vietnam Manufacturers Stable supply
Nagashi Indian and Vietnamese
manufacturers
Stable supply
Roasted Powder German and Italian
manufacturers
Stable supply
Copper Bar Taiwan and Korean
manufacturers
Stable supply
65 copper scrap Vietnam Manufacturers Stable supply
Acrylic sheet China Manufacturers Stable supply
  • (4) The names of customers who have accounted for more than 10% of the total purchase (sales) in any of the last two years and the amount and proportion of their purchase (sales), together with the reasons for the increase or decrease 1. Information of major suppliers in the last two years

The Company has no supplier that accounts for more than 10% of the total purchase price in the last two years, therefore, Not applicable.

  1. Major customers in the last two years

Unit: NT$ thousands

Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands
2019 2020
Projec
t
Name Amount
As a
percentag
e of net
sales for
the year
[%].
Relationshi
p with the
Issuer
Name Amount
As a
percentag
e of net
sales for
the year
[%].
Relationshi
p with the
Issuer
1 Kai
Zhuan
g
403,343
17.27

None
Kai
Zhuan
g
422,146
18.30

None
Other 1,931,58
3

82.73
Other 1,884,37
5

81.70

155

Net
sales
2,334,92
6

100.00
Net
sales
2,306,52
1

100.00

Note: The financial information as of March 31, 2020 has not been reviewed by the accountants.

The reason for the change: The Company mainly sells through distributors, and Kai Zhuang is the distributor of the Company in the Greater Taipei area, and its sales area is the main residential area of the population in Taiwan, so the sales amount is relatively high.

156

(5) Production volume for the last two years

Unit: NT$ thousands;

(5) Production volume for the last two years volume for the last two years volume for the last two years Unit: NT$ thousands; Unit: NT$ thousands; Unit: NT$ thousands;
Year
Production
Measurements
Main
Commodities
2019 2020
Productivity Production Product
Value
Productivity Production Product
Value
P o r c e l a i n 1,980 952 768,526
1,980

900
507,413
W
a
t
e
r
500 456 360,316
500

562
283,547
B a t h t u b 12 7
67,389

12

6
27,959
Total 2,492 1,415 1,196,231
2,492

1,468
818,919

(6) Sales volume for the last two years

Unit: NT$ thousands;

(6) Sales volume for the last two years volume for the last two years volume for the last two years volume for the last two years Unit: NT$ thousands; Unit: NT$ thousands; Unit: NT$ thousands; Unit: NT$ thousands;
Year
Sales
Measurements
Main
Products
2019 2020
Inside Sales External Sales Inside Sales External Sales

Quantity
V a l u e Quantity V a l u e Quantity V a l u e Quantity V a l u e
P o r c e l a i n 958 1,128,134
13
14,629
902
1,100,917
14
23,458
W
a
t
e
r
636 492,137
3

2,579

559
462,244
1

950
Electronic
Automation
67 209,930
0

375

72
244,760
0

480
B a t h t u b 13
83,626

0

980

10

61,860

0

523
O
t
h
e
r
(Note) 399,986
(Note)

2,550

(Note)
409,498
(Note)

1,831
Total (Note) 2,313,813
(Note)
21,113
(Note)
2,279,279
(Note)
27,242

Note: Other items are not counted because there are many items with different unit prices.

157

  1. The Number, Average Years of Service, Average Age and Educational Attainment of the Employees of the Company in the Last Two Years and by the Print Date of the Annual Report

March 31, 2021

March 31, 2021
Year 2019 2020 Current year ending
March 31, 2021
Staff
Work
People
Number
Sales 173
256

250
Management 261
272

274
Research and
Development
12
9

10
Production Line 984
976

877
Total 1,430
1,513

1,411
Average annual age 36.4
37.3

36.7
Average
Length of Service
6.4
5.7

6.3
Learning
History
Score
Cloth
than
Rate
Dr. 0
0

0
Master 0.49
0.36

0.39
Large
Commissioner
13.27
14.24

15.90
High Medium 14.56
11.64

11.35
Below High
School
71.68
73.75

72.36

4. Environmental Protection Expenditure

For the most recent year and up to the date of publication of the annual report, the losses suffered as a result of pollution of the environment (including compensation and environmental protection audit results for violations of environmental protection laws and regulations, the date of sanction, the sanction number, the provisions of the violation, the content of the violation, and the content of the sanction should be listed), and the estimated amount of current and potential future losses and measures to deal with them should be disclosed, and if the amount cannot be reasonably estimated, the facts that cannot be reasonably estimated should be stated.

No such case.

158

  1. Labor Relations

  2. (1) Employee welfare measures, further education, training and retirement systems and their implementation, as well as agreements between employers and employees and measures to protect the rights and interests of employees

    1. Employee Benefit Measures

In order to enhance the welfare of employees, the Company has established an employee welfare committee in accordance with the law to make regular contributions to the welfare fund, and the main points of the Company's welfare measures are as follows.

  • (1) Statutory welfare measures: universal health insurance, labor insurance, and contribution to labor pensions.

  • (2) The company specially provides: employee bonus, performance bonus, employee education and training program, and group accident insurance.

  • (3) The Employee Welfare Committee provides: three festivals gift, birthday gift, marriage allowance, maternity allowance, first home purchase allowance, funeral allowance, injury and illness compensation, children's education scholarship, annual staff trip, and monthly birthday celebration party.

Caesar Vietnam (a subsidiary) has established a labor union

organization in accordance with the law and has paid the union dues on a regular basis, and has implemented the following welfare measures.

  • (1) Statutory benefit measures: medical insurance, social insurance, unemployment insurance

  • (2) The company provides: performance bonuses, employee education and training programs, and group accident insurance.

  • (3) The labor union provides: three festivals gift, wedding and funeral subsidy, injury and sickness compensation, maternity allowance, and various other convenient and preferential activities, etc.

  • Further training and training situation

The Company holds internal training courses from time to time to cultivate employees' professional knowledge and skills in accordance with the needs of each department and their individual functions.

When new employees report to work, the management department selects the appropriate time and considers giving centralized or individual lectures according to the actual number of employees. The total number of employees participating in the training in 2020 was 10, and the total number of training hours was 60.

  1. Retirement System

159

In accordance with the Labor Pension Act, the Company contributes 6% of monthly wages to a personal pension account established by the Bureau of Labor Insurance.

The Company's retirement system is governed by the Labor Standards

and Labor Pension Act, and the relevant regulations are as follows.

  • (1) Employees who meet one of the following conditions may apply for retirement.

    • A. Those who have served for more than 15 years and are at least 55

    • years old.

    • B. Those who have completed 25 years of service or more.

    • C. Those who have served for more than 10 years and have reached the age of 60.

  • (2) Employees shall not be compulsorily retired unless one of the following circumstances applies.

    • A. Aged 65 or older.

    • B. Mentally or physically incapacitated for work.

  • Agreements between labor and management and various measures to protect employees' rights and interests

Our company holds regular labor-management meetings to provide a channel of communication between employees and employers. Since its establishment, all regulations and measures regarding labor relations have been handled in accordance with relevant laws and regulations, and based on the management philosophy of coexistence and mutual prosperity and clear management policies, we attach great importance to employees' opinions and provide various channels for responding to opinions to maintain a good and harmonious labor relations.

  • (2) For the most recent year and up to the printing date of the annual report, the losses suffered as a result of labor disputes (including labor inspection results in violation of the Labor Standards Law, the date of the sanction, the sanction number, the provisions of the law violated, the content of the law violated, and the content of the sanction), and the estimated amount of current and potential future losses and measures to address them, and if the amount cannot be reasonably estimated, the fact that it cannot be reasonably estimated No such case.

160

6. Important Contracts

Nature of
Contracts
Person(s) involved Deed of
Commencement
Date
Main Content Restricted
Terms
Credit
Facility
Shanghai Commercial
Savings Bank
2020.05.07~2021.05.07 Short-term
Loans
None
Credit
Facility
Citi (Taiwan)
Commercial Bank
2020.05.15~2021.05.15 Short-term
Loans
None
Credit
Facility
South China
Commercial Bank
2020.06.25~2021.06.25 Short-term
Loans
Short Term
Guaranteed
Loans
None
Credit
Facility
Taipei Fubon Bank 2020.08.15~2021.08.15 Short-term
Loans
None
Credit
Facility
Chinatrust Commercial
Bank
2020.08.31~2021.08.31 Short-term
guaranteed
loans
Material
Purchase Loan
None
Credit
Facility
First Commercial Bank 2020.07.24~2021.07.24 Short-term
Loans
None
Credit
Facility
Bank of Taiwan 2020.12.18~2021.12.17 Short-term
Loans
None
2020.12.18~2025.12.17 Medium-term
guaranteed
borrowings
Collateral: 80%
guaranteed by
the ECF
Credit
Facility
Mega International
Commercial Bank
2020.01.30~2021.01.30 Short-term
Loans
Short-term
Purchase Loan
Maintain 10% of
live
performance at
average
utilization
balance
Credit
Facility
Chang Hwa
Commercial Bank
2021.02.28~2022.02.28 Short-term
Loans
None

161

VI. Financial Information

  1. Condensed Balance Sheet and Statement of Comprehensive Income of the Last Five Years

  2. (1) Condensed Balance Sheet and Consolidated Income Statement Information - Consolidated Financial Statements

    1. Condensed Balance Sheet - Consolidated Financial Statements

Unit: NT$ thousands

Year
Item
Year
Item
Year
Item
Last five years' financial information (Note 1) Last five years' financial information (Note 1) Last five years' financial information (Note 1) Last five years' financial information (Note 1) Last five years' financial information (Note 1)
2016 2017 2018 2019 2020
C u r r e n t a s s e t s 1,167,111 1,228,552 1,107,492 1,075,425 1,173,183
Propert y, pl ant a nd
e
q
u
i
p
m
e
n
t
702,730 700,255 1,032,041 1,189,276 1,096,721
I n t a ngi b l e a s s e t s 2,340 4,299 3,021 6,634 5,474
O t h e r A s s e t s 133,771 170,010 149,349 256,670 273,635
T o t a l
A s s e t s
2,005,952 2,103,116 2,291,903 2,528,005 2,549,013
Current
liabilities
Pre-assignment
337,342
384,353 429,693 594,590 600,040
After
distribution
497,062 551,333 596,673 718,010 (Note 2)
Non-current liabilities 86,380 110,275 162,470 240,158 233,446
Total
liabilities
Pre-assignment
423,722
494,628 592,163 834,748 833,486
After
distribution
583,442 661,608 759,143 958,168 (Note 2)
Equity attributable to
owners of the parent
c
o
m
p
a
n
y
1,582,222 1,608,479 1,699,730 1,693,246 1,702,815
S h a r e C a p i t a l 726,000 726,000 726,000 726,000 726,000
C a p i t a l F u n d 277,452 277,452 277,452 277,452 277,452
Reserved
Surplus
Pre-assignment
656,009
755,922 842,953 855,824 952,496
After
distribution
496,289 588,942 675,973 732,404 (Note 2)
O t h e r i n t e r e s t s (77,239) (150,895) (146,675) (166,030) (237,459)
T r e a s u ryS t o c k s 0 0 0 0 15,674
Non-controllinginterests 8 9 10 11 12,712
R i g h t s
a
n
d
Benefits
T o t a l

Pre-assignment
1,582,230 1,608,488 1,699,740 1,693,257 1,715,527



After distribution
1,422,510 1,441,508 1,532,760 1,569,837 (Note 2)

Note 1: Audited and certified by the accountant.

162

Note 2: The proposed distribution of earnings for 2020 has not yet been resolved by the shareholders' meeting.

163

2.Condensed Consolidated Statements of Income - Consolidated Financial Statements

Unit: NT$ thousands, but earnings per share was NT$

Year
Item
Last five years' financial information (Note) Last five years' financial information (Note) Last five years' financial information (Note) Last five years' financial information (Note) Last five years' financial information (Note)
2016 2017 2018 2019 2020
Operatingincome 2,222,489 2,269,977 2,293,113 2,334,926 2,306,521
G r o s s P r o f i t 707,655 756,392 751,639 701,683 734,168
Operating profit
o
r
l
o
s
s
330,609 330,995 348,253 246,713 289,046
Non-operating
i n c o m e a n d
e x p e n s e s
8,283 10,937 9,015 (1,170) 529
N e t i n c o m e
b e f o r e t a x
338,892 341,932 357,268 245,543 289,575
C o n t i n u i n g
B u s i n e s s U n i t
Net profit for the
p
e
r
i
o
d
247,111 259,634 254,012 179,852 220,056
Loss of closed
u
n
i
t
s
0 0 0 0 0
Net income (loss)
for theperiod
247,111 259,634 254,012 179,852 220,056
O
t
h
e
r
comprehensive
income or loss for
t h e p e r i o d
(Net after tax)
(13,412)
(73,656)

4,220

(19,355)
(71,431)
T
o
t
a
l
c o n s o l i d a t e d
profit or loss for
t h e p e r i o d
233,699 185,978 258,232 160,497 148,625
Net profit vested
i
n
Parent Company
O
w
n
e
r
247,110 259,633 254,011 179,851 220,092

164

N e t i n c o m e
attributable to
noncontrolling
i n t e r e s t s
1 1 1 1 (36)
T
o
t
a
l
c o n s o l i d a t e d
p r o f i t o r l o s s
attributable to
owners of the
parent company
233,698 185,977 258,231 160,496 148,663
T
o
t
a
l
c o n s o l i d a t e d
p r o f i t o r l o s s
attributable to
noncontrolling
i n t e r e s t s
1 1 1 1 (38)
E a r n i n g s p e r
s
h
a
r
e
3.40 3.58 3.50 2.48 3.04

Note: Audited and certified by the accountant.

165

  • (2) Condensed Balance Sheet and Consolidated Income Statement Information - Individual Financial Reports

  • Condensed Balance Sheet - Individual Financial Reports

Unit: NT$ thousands

Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands
Year
Item
Last five years' financial information (Note 1)
2016 2017 2018 2019 2020
C u r r e n t a s s e t s 420,180 412,277 342,259 417,800 451,053
Property, plant and
e
q
u
i
p
m
e
n
t
309,192 338,872 473,814 503,335 500,848
I n t a ngi b l e a s s e t s 1,733 940 66 261 1,009
O t h e r A s s e t s 1,109,579 1,176,482 1,339,107 1,424,834 1,341,991
T o t a l A s s e t s 1,840,684 1,928,571 2,155,246 2,346,230 2,294,901
Current
liabilities
Pre-assignment
172,425
210,116 293,349 449,677 395,520
After
distribution
332,145 377,096 460,329 573,097 (Note 2)
Non-current liabilities 86,037 109,976 162,167 203,307 196,566
Total
liabilities
Pre-assignment
258,462
320,092 455,516 652,984 592,086
After
distribution
418,182 487,072 622,496 776,404 (Note 2)
Equity attributable to
owners of the parent
c
o
m
p
a
n
y
1,582,222 1,608,479 1,699,730 1,693,246 1,702,815
S h a r e C a p i t a l 726,000 726,000 726,000 726,000 726,000
C a p i t a l F u n d 277,452 277,452 277,452 277,452 277,452
Reserved
Surplus
Pre-assignment
656,009
755,922 842,953 855,824 952,496
After
distribution
496,289 588,942 675,973 732,404 (Note 2)
O t h e r i n t e r e s t s (77,239) (150,895) (146,675) (166,030) (237,459)
T r e a s u ryS t o c k s 0 0 0 0 (15,674)
Non-controllinginterests 0 0 0 0 0
Rights and
B e n e f i t s
T o t a l

Pre-assignment

1,582,222
1,608,479 1,699,730 1,693,246 1,702,815


After
distribution
1,422,502 1,441,499 1,532,750 1,569,826 (Note 2)

Note 1: Audited and certified by the accountant. Note 2: The proposed distribution of earnings for 2020 has not yet been resolved by the shareholders' meeting.

166

  1. Condensed Consolidated Income Statement - Individual Financial Reports Unit: NT$ thousands, but earnings per share was NT$
Unit: NT$ thousands, but earningsper share was NT$ Unit: NT$ thousands, but earningsper share was NT$ Unit: NT$ thousands, but earningsper share was NT$ Unit: NT$ thousands, but earningsper share was NT$ Unit: NT$ thousands, but earningsper share was NT$
Year
Item
Last five years' financial information (Note)
2016 2017 2018 2019 2020
Operatingincome 1,268,229 1,283,895 1,319,087 1,300,183 1,471,396
Gross Profit 330,205 362,116 362,825 343,548 445,898
Operating profit
or loss
168,249 178,832 189,075 159,522 222,516
Non-operating
income and
expenses
138,394 141,822 156,286 71,753 54,549
Net income
before tax
306,643 320,654 345,361 231,275 277,065
Continuing
Business Unit
Net profit for the
period
247,110 259,633 254,011 179,851 220,092
Loss of closed
units
0 0 0 0 0
Net income (loss)
for theperiod
247,110 259,633 254,011 179,851 220,092
Other
comprehensive
income or loss for
the period
(Net after tax)
(13,412)
(73,656)

4,220

(19,355)
(71,429)
Total
consolidated
profit or loss for
theperiod
233,698 185,977 258,231 160,496 148,663
Net profit vested
in
Parent Company
Owner
247,110 259,633 254,011 179,851 220,092
Net income
attributable to
noncontrolling
interests
0 0 0 0 0

167

Total
consolidated
profit or loss
attributable to
owners of the
parent company
233,698 185,977 258,231 160,496 148,663
Total
consolidated
profit or loss
attributable to
noncontrolling
interests
0 0 0 0 0
Earnings per
share
3.40 3.58 3.50 2.48 3.04

Note: Audited and certified by the accountant.

(3) Name of the accountant and his checking opinion for the last five years

Year Accounting Firm Accountant's Name Verification
Comments
2016 Deloitte Taiwan Yusuhuan
Ming-ChungHsieh
No reservations
2017 Deloitte Taiwan Yusuhuan
WengBo Ren
No reservations
2018 Deloitte Taiwan Weng Bo Ren
Connie So
No reservations
2019 Deloitte Taiwan Connie So
WengBo Ren
No reservations
2020 Deloitte Taiwan Connie So
WengBo Ren
No reservations

168

2. Five-Year Financial Analysis

(1) Financial Analysis - Consolidated Financial Statements

Year
Analysis Items (Note)
Year
Analysis Items (Note)
Financial analysis for the last five years Financial analysis for the last five years Financial analysis for the last five years Financial analysis for the last five years Financial analysis for the last five years
2016 2017 2018 2019 2020
Financial
Structure(%)
Debt to assets ratio 21.12
23.51

25.83

33.02

32.69
Long-term capital to property,
plant and equipment ratio
237.44
245.44

180.43

162.57

177.70
Solvency % Mobility Ratio 345.97
319.64

257.74

180.86

195.51

Quick Ratio
203.16
161.97

115.29

92.09

80.12
Interest cover multiplier 233.43
226.25

128.09

31.43

36.64
Operating
Capabilities
Receivables turnover rate
(times)
9.78
9.26

9.32

9.65

9.29
Average number of days of
receipt
37.32
39.41

39.16

37.82

39.28
Inventory turnover rate
(times)
3.22
2.69

2.44

2.76

2.54

Turnover rate of accounts
payable (times)
13.51
11.34

12.96

16.22

19.44
Average number of sales days 113.35
135.68

149.59

132.24

143.70
Property, plant and equipment
turnover rate (times)

3.07

3.23

2.64

2.10

2.01
Total Asset Turnover (Times) 1.15
1.10

1.04

0.96

0.90
Profitability Return on Assets (%) 12.90
12.69

11.66

7.73

8.92
Return on Equity (%) 16.06
16.27

15.35

10.60

12.91

Net income before income tax
as a percentage of paid-in
capital (%)
46.67
47.09

49.21

33.82

39.88
Net Profit Rate (%) 11.11
11.43

11.07

7.70

9.54
Earnings per share (NT$) 3.40
3.58

3.50

2.48

3.04
Cash Flow Cash flow ratio (%) 76.41
47.31

84.87

58.43

28.43
Cash Flow Fair Ratio (%) 98.74
77.30

67.14

74.97

69.79
Cash reinvestment ratio (%) 6.02
1.15

9.34

8.42

2.14
Leverage Operating leverage 1.88
2.02

1.94

2.55

2.30
Financial leverage 1.00
1.00

1.00

1.03

1.02
Change of 20% or more in each financial ratio for the last two years.
1. The changes in return on equity, net income ratio and earnings per share were mainly due
to thegrowth in profitability.

Change of 20% or more in each financial ratio for the last two years.

  1. The changes in return on equity, net income ratio and earnings per share were mainly due to the growth in profitability.

169

  1. The changes in cash flow ratio and cash reinvestment ratio were mainly due to the decrease in operating income due to the epidemic in Vietnam.

170

Note: The financial analysis is calculated as follows.

  1. Financial Structure

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

  3. (2) Long-term capital to property, plant and equipment = (total equity + non-current liabilities) / net property, plant and equipment.

  4. Solvency

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

  6. (2) Quick ratio = (current assets - inventories - prepaid expenses) / current liabilities.

  7. (3) Interest coverage = Net income before income tax and interest expense / Interest expense for the period.

  8. Management capability

  9. (1) Turnover rate of accounts receivable (including accounts receivable and notes receivable arising from operations) = Net sales / Average balance of accounts receivable (including accounts receivable and notes receivable arising from operations) for each period.

  10. (2) Average collection days = 365/receivable turnover rate.

  11. (3) Inventory turnover rate = Cost of goods sold / average inventory amount.

  12. (4) Turnover rate of accounts payable (including accounts payable and notes payable arising from operations) = Cost of goods sold / Average balance of accounts payable (including accounts payable and notes payable arising from operations) for each period.

  13. (5) Average sales days = 365 / Inventory turnover rate.

  14. (6) Turnover rate of property, plant and equipment = net sales / average net property, plant and equipment.

  15. (7) Total Asset Turnover = Net Sales / Average Total Assets.

  16. Profitability

  17. (1) Return on assets = [Profit and loss after tax + interest expense × (1 - tax rate)] / Average total assets.

  18. (2) Return on equity = Profit or loss after tax / average total equity.

  19. (3) Net profit margin = profit or loss after tax / net sales.

(4) Earnings per share = (Profit or loss attributable to owners of the parent company - preferred stock dividends) / weighted-average number of shares outstanding.

  1. Cash flow

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

  3. (2) Net cash flow fair ratio = Net cash flow from operating activities for the last five years / (capital expenditures + increase in inventories + cash dividends) for the last five years.

  4. (3) Cash reinvestment ratio = (net cash flow from operating activities - cash

171

dividends) / (gross property, plant and equipment + long-term investments + other noncurrent assets + working capital).

  1. Leverage.

(1) Operating leverage = (net operating revenues - variable operating costs and expenses) / operating income.

(2) Financial leverage = Operating income / (Operating income - interest expense).

172

(2) Financial Analysis - Individual Financial Reports

Year
Analysis Items (Note)
Year
Analysis Items (Note)
Financial analysis for the last five years Financial analysis for the last five years Financial analysis for the last five years Financial analysis for the last five years Financial analysis for the last five years
2016 2017 2018 2019 2020
Financial
Structure(%)
Debt to assets ratio 14.04
16.59

21.13

27.83

25.80
Long-term capital to property,
plant and equipment ratio
539.55
507.11

392.95

376.79

379.23
Solvency % Mobility Ratio 243.68
196.21

116.67

92.91

2025.04
Quick Ratio 184.85
146.27

69.48

60.33

68.84
Interest cover multiplier 1,704.57
784.99

340.92

80.80

69.52
Operating
Capabilities
Receivables turnover rate
(times)
8.07
7.57

7.94

8.12

8.35
Average number of days of
receipt
45.22
48.21

45.96

44.95

43.71
Inventory turnover rate
(times)
8.66
8.03

7.16

6.26

6.08

Turnover rate of accounts
payable (times)
14.63
11.41

12.36

16.57

27.91
Average number of sales days 42.14
45.45

50.97

58.30

60.03
Property, plant and equipment
turnover rate (times)

4.09

3.96

3.24

2.66

2.93
Total Asset Turnover (Times) 0.71
0.68

0.64

0.57

0.63
Profitability Return on Assets (%) 14.01
13.79

12.47

8.09

9.62
Return on Equity (%) 16.06
16.27

15.35

10.60

12.96

Net income before income tax
to paid-in capital (%)
42.23
44.16

47.57

31.85

38.16
Net Profit Rate (%) 19.48
20.22

19.25

13.83

14.95
Earnings per share (NT$) 3.40
3.58

3.50

2.48

3.04
Cash Flow Cash flow ratio (%) 93.31
58.39

53.40

13.39

40.98
Cash Flow Fair Ratio (%) 99.72
81.00

70.09

54.61

60.64
Cash reinvestment ratio (%) 0.93
-2.15

-0.55

-5.71

2.06
Leverage Operating leverage 1.88
1.95

1.85

2.08

1.95
Financial leverage 1.00
1.00

1.00

1.01

1.01
Change of 20% or more in each financial ratio for the last two years.
1. The change in current ratio was mainly due to the decrease in short-term borrowings.
2. The change in the turnover rate of accounts payable was mainly due to the increase in
cost of goods sold as a result of the growth in operating revenue, while the average
balance of accounts payable for each period remained at the same level as the same

173

period last year.

  1. The changes in return on equity and earnings per share were mainly due to the growth in profitability.

  2. The changes in cash flow ratio and cash reinvestment ratio were mainly due to the increase in net cash inflow from operating activities as a result of the growth in operating revenues.

174

Note: The financial analysis is calculated as follows.

  1. Financial Structure

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

  3. (2) Long-term capital to property, plant and equipment = (total equity + non-current liabilities) / net property, plant and equipment.

  4. Solvency

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

  6. (2) Quick ratio = (current assets - inventories - prepaid expenses) / current liabilities.

  7. (3) Interest coverage = Net income before income tax and interest expense / Interest expense for the period.

  8. Management capability

  9. (1) Turnover rate of accounts receivable (including accounts receivable and notes receivable arising from operations) = Net sales / Average balance of accounts receivable (including accounts receivable and notes receivable arising from operations) for each period.

  10. (2) Average collection days = 365/receivable turnover rate.

  11. (3) Inventory turnover rate = Cost of goods sold / average inventory amount.

  12. (4) Turnover rate of accounts payable (including accounts payable and notes payable arising from operations) = Cost of goods sold / Average balance of accounts payable (including accounts payable and notes payable arising from operations) for each period.

  13. (5) Average sales days = 365 / Inventory turnover rate.

  14. (6) Turnover rate of property, plant and equipment = net sales / average net property, plant and equipment.

  15. (7) Total Asset Turnover = Net Sales / Average Total Assets.

  16. Profitability

  17. (1) Return on assets = [Profit and loss after tax + interest expense × (1 - tax rate)] / Average total assets.

  18. (2) Return on equity = Profit or loss after tax / average total equity.

  19. (3) Net profit margin = profit or loss after tax / net sales.

  20. (4) Earnings per share = (Profit or loss attributable to owners of the parent company - preferred stock dividends) / weighted-average number of shares outstanding.

  21. Cash flow

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

  23. (2) Net cash flow fair ratio = Net cash flow from operating activities for the last five years / (capital expenditures + increase in inventories + cash dividends) for the last five years.

  24. (3) Cash reinvestment ratio = (net cash flow from operating activities - cash

175

dividends) / (gross property, plant and equipment + long-term investments + other noncurrent assets + working capital).

  1. Leverage.

  2. (1) Operating leverage = (net operating revenues - variable operating costs and expenses) / operating income.

  3. (2) Financial leverage = Operating income / (Operating income - interest expense).

176

3. Audit Committee’s Report for the Most Recent Year

Supervisory Review Report

The Board of Directors has audited the individual financial statements and the consolidated financial statements of the Company for the year ended December 31, 2020, together with the report on operations and the statement of appropriation of earnings, which have been audited and certified by Connie Su and Bo-Jen Weng, Certified Public Accountants, and have been examined by our supervisors and found to be in order.

Yours sincerely

The Company's 2021 Annual General Meeting of Shareholders

Supervisors: LI, WEN-YAO

Supervisors: LIN, KUO-HUA

Supervisors: LIANG, HSIN-YUNG

177

March 9, 2021

178

Stock Code: 1817

4. Financial statements for the most recent year

Sanitar Co., Ltd.

Parent Company Only Financial Statements and Independent Auditors’ Report

For the Years Ended December 31, 2020 and 2019

Address: 7F., No. 111-8, Xingde Rd., Sanchong Dist., New Taipei City Tel: (02)85123712

179

Accountant's Audit Report

To Sanitar Co., Ltd.:

Audit opinion

I have audited the financial statements of Sanitar Co., Ltd., which comprise the Parent Company Only Statements of Financial Position as as of Dec. 31, 2020 and Dec. 31, 2019, the Parent Company Only Statements of Comprehensive Income from Jan. 1 to Dec. 31, 2020 and from Jan. 1 to Dec. 31, 2019, Parent Company Only Statement of Change in Equity, Parent Company Only Statement of Cash Flows, and Parent Company Only Financial Statement Notes (including a summary of significant accounting policies).

In my opinion, the accompanying Parent Company Only Financial Statements are properly drawn up in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers so as to give a true and fair view of the Parent Company Only Financial Position of the Sanitar Co., Ltd. as of December 2020 and 2019 and of the Parent Company Only Financial Performance and Cash Flows of Sanitar Co., Ltd. from January 1 to December 31, 2020 and 2019.

Basis for audit opinion

I conducted my audit in accordance with Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Generally Accepted Auditing Standards. My responsibilities under those standards are further described in the 'Accountant's responsibilities for the audi t of the Parent Company Only Financial Statements' section of my report. I am independent of Sanitar Co., Ltd. in accordance with the Accounting and Corporate Regulatory Authority Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities, and I have fulfilled my other ethical

180

responsibilities in accordance with these requirements. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my opinion.

Key Audit Matter

The key auditing matter is which that, in my professional judgment, is most significant to my review of the Parent Company Only Financial Statements of Sanitar Co., Ltd. for 2020. Such matter has been considered in the process of examining the Parent Company Only Financial Statements taken as a whole and forming an opinion thereon, and I do not express an opinion on the matter individually.

The following is the description of the key audit matter in the Parent Company Only Financial Statements of Sanitar Co., Ltd. for 2 020:

Key Audit Matter: Authenticity in Sales to Specific Customers

Due to the significant audit risk associated with the revenue recognition under auditing standards, Sanitar Co., Ltd. are mainly dealing with distributors and have added significant sales from specific non-distributor customers, therefore, based on the consideration of the materiality of the financial statements, the authenticity in sales revenue from specific customers with high order amounts and significant new sales in the current year is considered as a key audit matter. Please refer to Notes 4(11) and 19 to the Parent Company Only Financial Statements.

In connection with the above key matter, I conducted the following principal audit procedures:

  1. To understand, evaluate and test the effectiveness of the design and implementation of the internal control system related to revenue recognition.

  2. To obtain a detailed sales breakdown from specific customers in fiscal 2020, verify the original orders, delivery notes, invoices and other related documents of the relevant transactions, and verify with the recorded amounts to confirm the authenticity of the revenues.

  3. To obtain a breakdown of subsequent sales returns from specific customers, verify the related documents and examine the reasonableness of the returns.

Responsibilities of management and directors for the Parent Company Only

Financial Statements

181

Management is responsible for the preparation of Parent Company Only Financial Statements that give a true and fair view in accordanc e with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorized use or disposition.

In preparing the Parent Company Only Financial Statements, management is responsible for assessing the ability of Sanitar Co., Ltd. to continue as going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate Sanitar Co., Ltd. or to cease operations, or has no realistic alternative, but to do so.

The responsibilities of the governing body (including supervisors) i nclude overseeing the financial reporting process of Sanitar Co., Ltd. Auditors’ responsibilities for the audit of the Parent Company Only Financial Statements

My objectives are to obtain reasonable assurance about whether the Parent Company Only Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes my opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken in the basis of these Parent Company Only Financial Statements.

As part of an audit in accordance with GAAS, I exercise professional judgment and maintain professional skepticism throughout the audit. I also:

  1. Identify and assess the risks of material misstatement of the Parent Company Only Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for audit opinions. Because fraud may be related to conspiracy, forgery, deliberate omission, false statement or breach of internal control, the risk of a material

182

misstatement caused by fraud which is not identified is higher than th e risk of a material misstatement caused by any error.

  1. Obtain an understanding of internal controls 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 internal control effectiveness of Sanitar Co., Ltd.

  2. Assess the appropriateness of management’s use of accounting policies and the reasonability of the accounting estimate and relevant disclosure.

  3. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of Sanitar Co., Ltd. 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 Parent Company Only Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause Sanitar Co., Ltd. to cease to continue as a going concern.

  4. Evaluate the overall presentation, structure and content of the Parent Company Only Financial Statements (including the relevant notes), and whether the Parent Company Only Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

  5. I have obtained sufficient and appropriate evidence to audit the Parent Company Only Financial Information of Sanitar Co., Ltd. to express an opinion on the Parent Company Only Financial Statements. I am responsible for the guidance, supervision and execution of the audit an d for forming an audit opinion on Sanitar Co., Ltd.

  6. I communicate with the governing body regarding, among other matters, the

  7. planned scope and timing of the audit and significant audit findings (including any significant deficiencies in internal controls that we identify during our audit).

183

I have also provided the governing body with a statement that the independence-regulated personnel of the firm to which I am affiliated have complied with the Code of Ethics for Professional Accountants with respect to independence, and communicate with the governing body about all relationships and other matters (including related protective measures) that may be considered to affect the accountant's independence.

I have determined the key audit matter for the audit of the Parent Company Only Financial Statements of Sanitar Co., Ltd. for the year ended December 31, 2020 from the communications I have had with the governing body. I identified such matter in my auditor's report, except for those matters that are not p ermitted by law to be disclosed publicly or, in the rarest of circumstances, I decided not to communicate those matters in my auditor's report because I reasonably could expect the negative effect of such communication to outweigh the public interest.

Deloitte & Touche Accountant SU, YU-XIU Accountant WENG, BO-REN

FSC Approval Number: Jin-Guan-Zheng-Shen-Zi No.1040024195

FSC Approval Number: Jin-Guan-Zheng-Shen-Zi No. 1010028123

March 9, 2021

184

Sanitar Co., Ltd.

Parent Company Only Statement of Financial Position As of Dec. 31, 2020 and Dec. 31, 2019

Unit: NT$ thousands

C o d e

1100
1150
1170
1180
1200
1210
130X
1419
1421
1479
11XX

1517
1550
1600
1755
1780
1840
1915
1920
1990
15XX
1XXX

Code

2100
2130
2170
2180
2200
2230
2280
2399
21XX

2570
2580
25XX
2XXX

3110
3200
3310
3320
3350
3300
3400
3500
3XXX
Assets
Current assets
Cash and cash equivalents (Note IV, VI and XXIV)
Notes receivable, net (Note IV, VIII and XXIV)
Net value of accounts receivable (Note IV, VIII, XIX and XXIV)
Accounts receivableRelated parties, net (Note IV, VIII, XIX, XXIV
and XXV)
Other receivables (Note IV and XXIV)
Other receivablesrelated parties (Note IV, XXIV and XXV)
Inventory (Note IV and IX)
Other prepaid expenses
Prepayments
Other current assetsOther (Note XIV)
Total current assets
Non-current assets
Financial assets measured at fair value through other comprehensive
income - non-current (Note VII and XXIV)
Investment accounted for using the equity method (Note IV and X)
Property, plant and equipment (Note IV, XI and XXVI)
Right-of-use assets (Note IV and XII)
Intangible assets (Note IV and XIII)
Deferred income tax assets (Note IV and XXI)
Prepayments for business facilities (Note XXVII)
Refundable deposits
Other non-current assetsother (Note VIII and XIV)
Total non-current assets
Total assets
Liabilities and Equity
Current liabilities
Short-term loans (Note XV and XXIV)
Contract liabilities - current (Note IV and XIX)
Accounts payable (Note XVI and XXIV)
Accounts payablerelated parties (Note XVI, XXIV and XXV)
Other payables (Note XVII and XXIV)
Current income tax liabilities (Note IV, XXI and XXIV)
Lease liabilities - current (Note IV, XII and XXIV)
Other current liabilitiesother (Note XXIV)
Total current liabilities
Non-current liabilities
Deferred income tax liabilities (Note IV and XXI)
Lease liabilities - non-current (Note IV, XII and XXIV)
Non-Total current liabilities
Total liabilities
Equity (Note IV, XVIII and XXI)
Share capital
Common shares
Additional paid-in capital
Retained earnings
Legal reserve
Special reserve
Unappropriated retained earnings
Total retained earnings
Other equity
Treasury shares
Total liabilities
Total liabilities and equity
Dec. 31, 2020
2
1
7
1
-
1
7
-
1
-
20
-
54
22
1
-
3
-
-
-
80
100
10
-
2
-
3
2
-
-
17
8
1
9
26
32
12
9
7
25
41
10)
1)
74
100
Dec. 31, 2019
Amount
$ 53,805
13,804
163,618
8,373
304
30,251
164,705
2,185
11,848
2,160

451,053

262
1,238,720
500,848
35,636
1,009
62,653
-
4,720
-

1,843,848

$ 2,294,901

$ 233,000
2,492
33,542
-
61,886
46,972
10,095
7,533

395,520

170,766
25,800

196,566

592,086

726,000

277,452

220,568
166,030
565,898

952,496

237,459)

15,674)

1,702,815

$ 2,294,901
Amount
$ 82,077
14,519
142,382
3,419
305
28,037
142,131
2,130
2,237
563

417,800

-
1,340,484
503,335
35,007
261
44,555
458
4,330
-

1,928,430

$ 2,346,230

$ 325,000
826
39,931
1
55,953
16,409
8,282
3,275

449,677

176,544
26,763

203,307

652,984

726,000

277,452

202,583
146,675
506,566

855,824

166,030)

-

1,693,246

$ 2,346,230
















(
(















(
(

















(
















(


4
1
6
-
-
1
6
-
-
-
18
-
57
21
2
-
2
-
-
-
82
100
14
-
2
-
2
1
-
-
19
8
1
9
28
31
12
9
6
21
36
7)
-
72
100

The notes to the parent company only financial statements are part of the parent company only financial statements and should be read together.

Chairperson: HSIAO, CHUN-XIANG

Manager: CHEN, WEI-CHIH

Accounting Supervisor: CHEN, YU -CHUAN

185

Sanitar Co., Ltd.

Parent Company Only Statements of Comprehensive Income From Jan. 1 to Dec. 31, 2020 and from Jan. 1 to Dec. 31, 2019

Unit: NT$ thousands, Except the earnings per share are in NT$

C o d e

Operating revenue (Note IV,
XIX and XXV)
4110
Sales revenue

4170
Sales return

4190
Sales allowances

4800
Other operating revenue

4000
Total operating
revenue
Operating costs (Note VIII, XX
and XXV)
5110
Cost of sales

5800
Other operating costs

5000
Total operating costs
5900
Gross operating profit

Operating expenses (Note XX)
6100
Marketing expenses

6200
Management expenses

6300
R&D expenses

6450
Expected credit losses

6000
Total operating
expenses
6500
Other income and expenses, net
(Note XX)
6900
Net operating profit

Non-operating income and
expenses (Note IV)
7070
Share of the profit or loss
of subsidiaries and
associates accounted for
using the equity method
7100
Interest income
7110
Rental income
7190
Other income
2020

100
(
1 )
(
1 )

2

100

( 67 )
(
3)

(70)

30

(
8 )
(
6 )
(
1 )

-

(15)


-

15

4
-
-
-
2019
A m o u n t
$ 1,466,621

(
7,017 )
(
17,284 )

29,076

1,471,396

(
979,919 )
(
45,579)

(1,025,498)


445,898


(
125,529 )
(
86,758 )
(
8,003 )
(
2,270)

(
222,560)

(
822)


222,516

58,949
40
530
5
A m o u n t
$ 1,303,656

(
24,112 )
(
6,976 )

27,615

1,300,183

(
914,074 )
(
42,561)

(
956,635)


343,548

(
97,883 )
(
77,265 )
(
7,083 )
(
1,794)

(
184,025)

(
1)


159,522


71,890

73

2,286

1
100
(
2 )

-

2
100
( 71 )
(
3)
(74)
26
(
7 )
(
6 )
(
1 )

-
(14)

-
12
6
-
-
-

(Continued on the next page)

186

(Continued from the previous page)

C o d e

7510
Interest expense

7230
Foreign exchange gain
7630
Foreign exchange loss

7000
Non-operating Total
income and
expenses
7900
Net profit before tax
7950
Income tax expense (Note IV
and XXI)
8200
Net income in the fiscal year

Other comprehensive income
(Note IV, XVIII and XXI)
8310
Items that will not be
reclassified to profit or
loss:
8316
Investment in equity
instruments
measured at
Unrealized gains
or losses measured
at FVTOCI
8360
Amount of items that may
be reclassified
subsequently to profit or
loss
8380
Share of the other
comprehensive
income of
subsidiaries,
associates and joint
ventures accounted
for using the equity
method
8399
income tax related to
the items that may
be reclassified

8300
Other comprehensive
income in the
fiscal year (net
value after tax)
8500
Total comprehensive income in
the fiscal year
2020
A m o u n t
( $ 4,043 )
-

932


54,549

277,065

(
56,973)


220,092

(
2,738 )
(
85,864 )

17,173

(
68,691)

(
71,429)

$ 148,663

187

Earnings per share (Note XX)
9750
Basic

9850
Diluted
$ 3.04

$ 3.03
$ 2.48
$ 2.47

The notes to the parent company only financial statements are part of the parent company only financial statements and should be read together.

Chairperson: HSIAO,CHUN-XIANG Manager:CHEN, WEI-CHIH Accounting Supervisor: CHEN, YU-CHUAN

188

O t h e r e q u i t y

Sanitar Co., Ltd. Parent Company Only Statement of Changes in Equity From Jan. 1 to Dec. 31, 2020 and from Jan. 1 to Dec. 31, 2019

Unit: NT$ thousands


Code
A1
Balance as of Jan. 1, 2019
Appropriation and distribution of
earnings in 2018
B1
Legal reserve
B3
Special reserve
B5
Cash dividends
D1
Net income for 2019
D3
Other comprehensive income after
tax, 2019

D5
2019The total comprehensive
income

Z1
Balance as of Dec. 31, 2019
Appropriation and distribution of
earnings in 2019
B1
Legal reserve
B3
Special reserve
B5
Cash dividends
D1
Net income for 2020
D3
Other comprehensive income after
tax, 2020

D5
The total comprehensive income in
2020

L1
Purchase of treasury shares
S h a r e
c a p i t a l
N u m b e r o f
shares (1,000
s h a r e s )
Share capital
72,600 $ 726,000
-
-
-
-
-
-
-
-

-

-


-

-

72,600
726,000
-
-
-
-
-
-
-
-

-

-


-

-


-

-
S h a r e
c a p i t a l
N u m b e r o f
shares (1,000
s h a r e s )
Share capital
72,600 $ 726,000
-
-
-
-
-
-
-
-

-

-


-

-

72,600
726,000
-
-
-
-
-
-
-
-

-

-


-

-


-

-

A d d i t i o n a l
paid-in capital

$ 277,452

-

-

-

-

-


-


277,452

-

-

-

-

-


-


-
R
e
t
a i
n
e d
e a
r
n i
n
g
s
Special reserve Unappropriate
d retained
earnings
$ 150,895 $ 514,876

- (
25,401 )
(
4,220 )
4,220

- (
166,980 )

-
179,851

-

-


-

179,851


146,675
506,566

- (
17,985 )

19,355 (
19,355 )

- (
123,420 )

-
220,092

-

-


-

220,092


-

-
Exchange
difference arising
from translation
of foreign
operation
financial
statements
( $ 146,675 )

-

-

-

-
(
19,355)

(
19,355)

(
166,030 )

-

-

-

-
(
68,691)

(
68,691)


-
Unrealized gains or
losses on financial
assets at fair value
through other
comprehensive
income

$ -

-

-

-

-

-


-


-

-

-

-

-
(
2,738)

(
2,738)


-
T r e a s u r y
s h a r e s

$ -

-

-

-

-

-


-


-

-

-

-

-

-


-

(
15,674)
Total equity
N u m b e r o f
shares (1,000
s h a r e s )

72,600
-
-
-
-

-


-

72,600
-
-
-
-

-


-


-
Legal reserve
$ 177,182

25,401

-

-

-

-


-


202,583

17,985

-

-

-

-


-


-
Special reserve
$ 150,895

-
(
4,220 )

-

-

-


-


146,675

-

19,355

-

-

-


-


-


























































(
(














(
$ 1,699,730

-

-
(
166,980 )

179,851
(
19,355)

160,496
1,693,246

-

-
(
123,420 )

220,092
(
71,429)

148,663
(
15,674)

189

Z1 Balance as of Dec. 31, 2020 72,600 $ 726,000 $ 277,452 $ 220,568 $ 166,030 $ 565,898 ( $ 234,721 ) ( $ 2,738 ) ( $ 15,674 ) $ 1,702,815

The notes to the parent company only financial statements are part of the parent company only financial statements and should be read together. Manager: CHEN, WEI-CHIH Accounting Supervisor: CHEN, YU-CHUAN

Chairperson: HSIAO, CHUN-XIANG

190

Sanitar Co., Ltd.

Parent Company Only Statements of Cash Flows From Jan. 1 to Dec. 31, 2020 and from Jan. 1 to Dec. 31, 2019

Unit: NT$ thousands

C o d e
Cash flow from operating activities
A10000
Net profit before tax in the current
period
A20010
Income charges (credits)
A20100
Depreciation expense
A20200
Amortization expense
A20300
Expected credit losses
A20900
Financial costs
A21200
Interest income
A22400
Share of the profit or losses of
the subsidiaries, associates and
joint ventures accounted for
using the equity method
A22500
Gain on the disposal of property,
plant and equipment
A23800
Loss from market price decline
and obsolete and slow-moving
inventory (gain from price
recovery)
A29900
Profit from lease modification
A30000
Net changes in operating assets and
liabilities
A31130
Notes receivable
A31150
Accounts receivable
A31160
Accounts receivable Related
parties
A31180
Other receivables
A31190
Other
receivables Related
parties
A31200
Inventory
A31220
Other prepaid expenses
A31230
Prepayments
A31240
Other current assets
A32125
Contract liabilities - current
A32150
Accounts payable
A32160
Accounts
payable Related
parties
A32180
Other payables
A32230
Other current liabilities
A33000
Cash from operating activities
A33100
Interests received
2020
$ 277,065
32,805
282
2,270
4,043
(
40 )
(
58,949 )
(
41 )
2,786
(
103 )
715
(
23,506 )
(
4,954 )
(
1 )
(
2,214 )
(
25,360 )
(
55 )
(
9,611 )
(
1,597 )
1,666
(
6,389 )
(
1 )
6,190

4,258
199,259
42
2019
$ 231,275
22,479
879
1,794
2,898
(
73 )
(
71,890 )
(
146 )
(
2,500 )
-
13,886
(
17,212 )
(
1,063 )
(
226 )
(
13,198 )
(
6,620 )
468
570
163
826
(
32,736 )
(
2,837 )
(
21,845 )

495
105,387
73

191

A33300 Interests paid ( 4,100 ) ( 2,519 )
A33500 Income tax paid ( 33,113) ( 42,688)
AAAA Net cash inflow from operating
activities 162,088 60,253
(Continued on the next page)

192

(Continued from the previous page)

C o d e
Cash flow from investing activities
B00010
Acquisition
of
financial
assets
measured at fair value through
other comprehensive income
B01800
Acquisition
of
long-term
equity
investment accounted for using the
equity method
B02700
Purchase of property, plant and
equipment
B02800
Price for the disposal of property,
plant and equipment
B03700
Increase in refundable deposits
B03800
Decrease in refundable deposits
B04500
Acquisition of intangible assets
B07100
Decrease (increase) in prepayments
for business facilities
B07600
Dividends from subsidiaries
BBBB
Net cash flow from investing
activities (outflow)
Cash flow from financing activities
C00100
Increase in short-term loans
C00200
Decrease in short-term loans
C04020
Repayment of lease principal
C04500
Issuance of cash dividends
C04900
Redemption cost for treasury shares
CCCC
Cash
inflow (outflow) from
financing activities
EEEE
Increase (decrease) in cash and cash
equivalents
E00100 Beginning balance of cash and cash
equivalents
E00200 Ending
balance
of
cash
and
cash
equivalents
2020
( $ 3,000 )
(
13,260 )
(
19,931 )
270
(
630 )
240
(
1,030 )
458

88,109

51,226
433,000
( 525,000 )
(
10,492 )
( 123,420 )
(
15,674)
(241,586)
(
28,272 )

82,077
$ 53,805
2019
$ -
-
(
39,675 )
216
(
1,952 )
-
(
359 )
(
3,248 )

-
(
45,018)
210,000
-
(
6,652 )
( 166,980 )

-

36,368
51,603

30,474
$ 82,077

The notes to the parent company only financial statements are part of the parent company only financial statements and should be read together.

193

Chairperson: HSIAO, CHUN-XIANG Manager:CHEN, WEI-CHIH Accounting Supervisor: CHEN, YU-CHUAN

194

Sanitar Co., Ltd.

Parent Company Only Financial Statement Notes

From Jan. 1 to Dec. 31, 2020 and from Jan. 1 to Dec. 31, 2019

(Unless otherwise specified, the basic unit for any amount shall be NT$ 1,000.)

I. Company history

Sanitar Co., Ltd. was established in 1985as a sanitary ware manufacturer and seller, and was reorganized and established on January 26, 1988 s San Yu Xing Ye Co, Ltd. And was renamed as Sanitar Co., Ltd. in 2003. The company is mainly engaged in the sales of bathtubs, toilets and other sanitary equipment, and water supply brassware.

In August 2011, the Company was approved by TPEX for trading on the stock exchange and was listed and traded on the Taiwan Stock Exchange on October 24, 2013.

The parent company only financial reports were expressed with the functional currency, New Taiwan Dollar, adopted by the Company. II. The date when the financial reports were authorized for issuance and the process involved

The parent company only financial reports were approved by Board of Directors on March 9, 2021.

III. Applicability of new issuing & revised standards and interpretation

  • (I) First-time application of IFRSs recognized and announced effectiveness by FSC.

Except for the following statements, the application of IFRSs that are recognized and announced as effective by FSC won’t cause any major changes to the accounting policies of the Merged company:

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

The amendment applied to the Company from January 1, 2020, switching to ''it could reasonably be expected to influence users'' as the materiality threshold and adjusting the disclosure in the Parent Company Only Financial Statements to remove immaterial information that could obscure material information.

195

(II) IFRSs recognized by the FSC applicable in 2021

New/amended/revised standards and interpretations
Amendments to IFRS 4 “Extension of Temporary
Exemption from Applying IFRS 9
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and
IFRS 16 “Interest Rate Benchmark Reform -
Phase II”
Amendments to IFRS 16 “Covid-19 Related Rent
Concessions”
Effective date published by
I
A
S
B
Effective from the date of
publication
Effective
for
annual
reporting
periods
beginning on or after
January 1, 2021
Effective
for
annual
reporting
periods
beginning on or after
June 1, 2020

Amendments to IFRS 16 “Covid -19 Related Rent Concessions”

The amendment to IFRS 16, "Lease reductions related to novel coronavirus," provides that if the Company enters into a lease negotiation with a lessor directly related to coronavirus, the Company may, at its option and when certain conditions are met, recognize a reduction in lease payments in profit or loss upon the occurrence of the reduction event or condition and reduce Lease liabilities accordingly. Lease liabilities are reduced accordingly.

The Company has not yet negotiated rent in connection with the foregoing in 2020, but will elect to apply the foregoing if such negotiation occurs in 2021.

(III) IFRSs announced by IASB but have not been approved as effective by the FSC

Effective date published by I A S B ( N o t e 1 ) Jan. 1, 2022 (Note 2)

New/amended/revised standards and interpretations “Annual Improvements for 2018-2020” Amendments to IFRS 3 “Updating a Reference to the Conceptual Framework” Amendments to IFRS 10/IAS 28 “Sales or Contributions of Assets Between an Investor and Its Associate/Joint Venture IFRS 17 “Insurance Contracts” Amendments to IFRS 17 Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”

Jan. 1, 2022 (Note 3) TBD

IFRS 17 “Insurance Contracts” Jan. 1, 2023 Amendments to IFRS 17 Jan. 1, 2023 Amendments to IAS 1 “Classification of Liabilities Jan. 1, 2023 as Current or Non-current” Amendments to IAS 1 “Disclosure of Accounting Jan. 1, 2023 (Note 6) Policies”

Amendments to IAS 8 “Definition of Accounting Jan. 1, 2023 (Note 7) Estimates”

196

Amendments to IAS 16 “Property, Plant and Jan. 1, 2022 (Note 4) Equipment: Proceeds before Intended Use” Amendments to IAS 37 “Onerous Contracts—Cost Jan. 1, 2022 (Note 5) of Fulfilling a Contract”

  • Note 1: Other than being special specified, the above new issued/ amended/ revised standards or interpretation will be effective from the fiscal year after the dates for above.

  • Note 2: The amendments to IFRS 9 apply to swaps or changes in the terms of financial liabilities occurring in annual reporting periods beginning after Jan. 1, 2022; the amendments to IAS 41 “Agriculture” apply to fair value measurements in annual reporting period

  • Note 3: The amendments apply to business combinations for which the acquisition date begins on or after Jan. 1, 2022 in the annual reporting period.

  • Note 4: The amendments apply to the plant, property and equipment that will be in the location and condition necessary to achieve management’s intended mode of operation beginning on or after Jan. 1, 2021.

  • Note 5: The amendments apply to contracts with all obligations outstanding as at Jan. 1, 2022.

  • Note 6: The amendments apply prospectively to annual reporting periods beginning on or after Jan. 1, 2023.

  • Note 7: The amendments apply to changes in accounting estimates and changes in accounting policies that occur in annual reporting periods beginning on or after Jan. 1, 2023.

  • Amendments to IFRS 10 and IAS 28 "Sale or contribution of assets between an investor and its associates or joint ventures The amendment provides that if the Company sells or invests

an asset to an associate (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

197

aforementioned asset or former subsidiary meets the definition of "business combination" for "business" under IFRS 3.

In addition, if the Company sells or invests in an asset to an Associate (or joint venture), or if the Company loses control of a subsidiary in a transaction with an Associate (or joint venture) but retains significant influence (or joint control) over the subsidiary, the Company recognizes the gain or loss resulting from the transaction only to the extent that it is not related to the investor's interest in the asset or former subsidiary within the meaning of IFRS 3, "Business". If the aforementioned asset or former subsidiary does not meet the definition of a "business" under IFRS 3, the Company recognizes the gain or loss from the transaction only to the extent of the investor's interest not related to the Associates (or joint venture), i.e., the Company's share of the gain or loss is eliminated.

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

The amendments clarify that in determining whether a liability is classified as non-current, an assessment should be made as to whether the Company has the right to defer settlement at the end of the reporting period until at least 12 months after the reporting period. If the Company has such a right at the end of the reporting period, the liability is classified as non-current, regardless of whether the Company expects to exercise the right. The amendments also clarify that if required to comply with certain conditions in order to have the right to defer settlement of its liabilities, the Company must have followed the specified conditions as at the end of the reporting period, even if the lender tests whether the Company has adhered to those conditions at a later date.

The amendments provide that for the purpose of liability classification, the aforementioned settlement means the extinguishment of a liability resulting from the transfer of cash, other economic resources or equity instruments of the Company to

198

the counterparty. However, if the terms of a liability may, at the option of the counterparty, result in the settlement of an equity instrument of the Company, and if the option is separately recognized in equity in accordance with IAS 32 "Financial Instruments: Presentation," the foregoing terms do not affect the classification of the liability.

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

The amendments specify that the Company shall determine the material accounting policy information to be disclosed based on the definition of material. Accounting policy information is material if it could reasonably be expected to influence the decisions that the primary users of general-purpose financial statements make on the basis of those financial statements. The amendments also clarify that:

  • (1) accounting policy information relating to immaterial transactions, other events or conditions is immaterial and that the Company is not required to disclose such information.

  • (2) the Company may judge relevant accounting policy information to be material because of the nature of the transactions, other events or conditions, even if the sums are not material.

  • (3) not all accounting policy information relating to significant transactions, other events or conditions is material.

In addition, the amendments cite examples of accounting policy information that may be material if it relates to significant transactions, other events or conditions and if:

  • (1) the Company changes its accounting policy during the reporting period and the change results in a material change in financial statement information;

  • (2) the Company selects its applicable accounting policy from the options permitted by the standard;

  • (3) the Company, due to the absence of a specific standard, establishes an accounting policy pursuant to IAS 8

199

  • "Accounting Policies, Changes in Accounting Estimates and Errors";

  • (4) the Company discloses a relevant accounting policy that requires the application of significant judgement or assumptions; or

  • (5) involve complex accounting requirements and users of the financial statements rely on such information to understand those significant transactions, other events or conditions.

200

4. Amendments to IAS 8 “Definition of Accounting Estimates”

The amendments expressly state that the accounting estimates represent the monetary amounts in the financial statements that are subject to measurement uncertainty. In applying accounting policies, the Company may need to measure items in the financial statements using monetary amounts that are not directly observable but must be estimated, and therefore measurement techniques and inputs are used to create accounting estimates for this purpose. The effect of changes in measurement techniques or inputs on accounting estimates that are not corrections of prior period errors are accounted for as changes in accounting estimates.

In addition to the impact described above, the Company is continuing to evaluate the impact of amendments to other standards and interpretations on its financial position and financial performance as of the date of adoption and publication of these parent company only financial reports, which will be disclosed when the evaluation is completed.

IV. Summary and explanation of material accounting policies

  • (I) Compliance statement

The Parent Company Only Financial Statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

  • (II) Basis of preparation

The Parent Company Only Financial Statements have been prepared on the historical cost basis, except for financial instruments measured at fair value.

Fair value measurement can be classified as level 1 to level 3 according to the observable degrees and importance of the relevant input values:

  1. Level 1 input value: It refers to the quoted price at the active market on the same asset or liability available on the measurement day (unadjusted).

201

  1. Level 2 input value: It refers to the direct (that is the price) or indirect (inferred from the price) observable input values on asset or liability other than the level 1 quoted price.

  2. Level 3 input value: Unobservable input value of asset or liability. In preparing the Parent Company Only Financial Statements, the Company uses the equity method of accounting for its investee subsidiaries. In order to make the profit or loss for the year, other comprehensive income or loss and equity in the Parent Company Only Financial Statements the same as the profit or loss for the year, other comprehensive income or loss and equity attributed to the owners of the Company in the Parent Company Only Financial Statements, certain accounting differences between the parent company only basis and the consolidated basis are adjusted for "investments accounted for using the equity method", "share of the profit or loss of subsidiaries and associates accounted for using the equity method" and "share of other comprehensive income or loss of subsidiaries, affiliates and joint ventures accounted for under the equity method" and related equity items.

  3. (III) Standard in determining whether the asset or liability are current or non-current

Current assets include:

  1. assets held mainly for transaction purposes;

  2. assets to be realized within 12 months of the asset balance sheet; and

  3. cash and cash equivalents (but not including cash used to exchange or clear liability within 12 months of the asset balance sheet).

Current liabilities include:

  1. liabilities held mainly for transaction purposes;

  2. liabilities due for payment within 12 months after the balance sheet date (a liability with long-term refinancing done or payment agreement rearranged also belongs to the current liabilities); and

  3. the business entity does not have an unconditional right to defer settlement of the liability for at least 12 months after the balance

202

sheet date. However, where the terms of the liabilities may, at the option of the counterparty, lead to the settlement by issuing an instrument of equity, the classification will not be affected.

Assets or liabilities not classified within the above definitions will be classified as non-current assets and liabilities.

(IV) Foreign Currency

The Company prepares financial statements in currencies other than the Company's functional currency (foreign currencies) and translates them into the functional currency at the exchange rate on the transaction date.

Monetary items denominated in foreign currencies are translated at the closing rate at each balance sheet date. Exchange differences arising from the settlement of monetary items or the translation of monetary items are recognized in profit or loss in the period in which they occur.

Non-monetary items measured at fair value in foreign currencies are translated at the exchange rates prevailing on the date the fai r value was determined, and the resulting exchange differences are recognized in profit or loss for the current period, except for changes in fair value recognized in other comprehensive income, in which case the resulting exchange differences are recorded in other comprehensive income. The exchange differences arising from changes in fair value recognized in other comprehensive income are recorded as other comprehensive income.

Non-monetary items denominated in foreign currencies that are measured at historical cost are translated at the exchange rates prevailing on the dates of transactions and are not retranslated.

203

(V) Inventory

Inventories refer to commodity inventories. Inventories are measured at the lower of cost or net realizable value. Comparisons between cost and net realizable value are made on an item-by-item basis, except for similar inventories. Net realizable value is the estimated selling price under normal circumstances less the estimated cost to complete the sale. The weighted-average method is used to calculate the cost of inventories.

  • (VI) Investment accounted for using the equity method

The Company accounts the equity method for the investment of the subsidiaries.

A subsidiary is an individual unit under the control of the Company.

The original investment under the equity method is recognized by cost. The carrying amount obtained shall increase or decrease based on the distribution of the income of the subsidiary, and the shares and profits of other comprehensive income. The change of equity of the subsidiary is recognized based on the shareholding ratio.

When the change in the Company's ownership interest in a subsidiary does not result in a loss of control, it is treated as an equity transaction. The difference between the carrying amount of the investment and the fair value of the consideration paid or received is recognized directly in 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 substantially a component of the Company's net investment in the subsidiary), the loss continues to be recognized in proportion to the Company's equity in the subsidiary.

If the acquisition cost exceeds the identifiable asset and the fair value of net indebtedness of the subsidiary on the acquisition date, it shall be counted as the goodwill. The goodwill is included in the carrying amount of the investment and shall not be amortized. If the identifiable asset and the fair value of net indebtedness of the

204

subsidiary exceeds the acquisition cost on the acquisition date, it shall be listed as the current yield.

The overall assessment on the impairment of assets is based on th e cash generating unit of the financial statement, and to compare the recoverable amount with the carrying amount. If the recoverable amount increases afterwards, the impairment loss shall be reversed as profit, only the carrying amount of the assets after reversal of impairment loss shall not be more than the carrying amount after subtracting the amortization when the impairment loss has not yet been recognized. The impairment loss attributing to the goodwill shall not be reversed subsequently.

When control over a subsidiary is lost, the Company measures its remaining investment in the former subsidiary at the Fair value at the date of loss of control. The difference between the Fair value of the remaining investment and any disposal price and the Carryin g amount of the investment at the date of loss of control is recognized in profit or loss for the period. In addition, all Amounts recognized in Other comprehensive income related to the subsidiary are accounted for on the same basis as the Company's direct disposal of the related assets or liabilities.

The downstream transaction between the Company and the subsidiary shall be eliminated on the financial statement of the Parent Company when the income is not realized. The income of the upstream and side stream transactions between the Company and the subsidiary shall be recognized in the financial statement of the Parent Company within the realm that is unrelated to the subsidiary’s interests from the Company.

(VII) Property, plant and equipment

Property, plant, and equipment are recognized by cost, and then measured by cost less accumulated depreciation and accumulated impairment loss.

Property, plant and equipment under construction are recognized at cost less accumulated impairment losses. Cost includes fees for professional services and borrowing costs eligible for capitalization.

205

These assets are classified into the appropriate categories of property, plant and equipment and depreciation commences when they are completed and in their intended state of use.

The property, plant, and equipment are depreciated separately for each major part by the straight-line basis method over the life of service. The Company reviews the estimated useful lives, residual values and depreciation methods at least at each year-end and defers the effect of changes in applicable accounting estimates.

The difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss when property, plant, and equipment are derecognized.

  • (VIII) Intangible assets

  • Individual acquisition

Intangible assets with limited duration acquired separately were initially measured at cost and subsequently at cost less accumulated amortization and accumulated impairment losses. Intangible assets are amortized over their useful lives on a straight-line basis and the estimated useful lives, residual values and amortization method are reviewed at least at each year -end and the effect of changes in applicable accounting estimates is deferred. Intangible assets with indefinite useful lives are stated at cost less accumulated impairment losses.

  1. Derecognition

The difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss of the year when intangible assets are derecognized.

206

  • (IX) Impairment of property, plant and equipment, right-of-use assets and intangible assets

The Company assesses at each balance sheet date whether there is any indication that property, plant and equipment, right -of-use assets and intangible assets may have been impaired. If any sign of impairment exists, the recoverable amount of the asset is estimated. If it is impossible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the asset at the cash generating unit.

Intangible assets with indefinite useful lives and not yet available for use are tested for impairment at least annually and whenever there is an indication of impairment.

The recoverable amount is the higher fair value less selling cost and use value. If the recoverable amount of an individual asset or cash generating unit is less than its carrying amount, the carrying amount of the asset or cash generating unit shall be reduced to its recoverable amount, with the impairment loss recognized in profit or loss.

When the following recoverable amount increases, the carrying amount of the asset or cash generating unit increases to the amount that can be recovered after the revision. However, the increased c arrying amount shall not exceed that (minus amortization or depreciation) determined by the asset or cash generating unit where the impairment loss was not recognized in the previous year. The reversal of impairment loss is recognized in profit or loss.

(X) Financial instruments

Financial assets and financial liabilities are recognized in the Parent Company Only Statement of Financial Position when the Company becomes a party to the contractual provisions of the instrument.

On initial recognition, financial assets and financial liabilities that are not measured at fair value through profit or loss are measured at fair value plus transaction costs that are directly attributable to the acquisition or issuance of the financial assets or financial liabilities. Transaction costs directly attributable to the acquisition or issue of

207

financial assets or financial liabilities measured at fair value thr ough profit or loss are recognized immediately in profit or loss.

  1. Financial assets

The transaction practice of the financial assets adopts accounting recognition and de-recognition on the transaction day. (1) Measurement types

The types of financial assets held by the Company are investment in equity instruments measured at FVTOCI and financial assets measured at amortized cost.

  • A. Financial assets measured at amortized cost

The Company's investments in financial assets are classified as financial assets measured at amortized cost if both of the following conditions are met:

  • a. they are held within an operating model whose objective is to hold the financial assets to collect the contractual cash flows; and

  • b. the contractual terms give rise to cash flows at a specific date, which are solely payments of principal and interest on the principal amount outstanding.

Financial assets measured at amortized cost (including cash and cash equivalents, notes receivable, accounts receivable and other receivables measured at amortized cost) are measured at amortized cost using the effective interest method to determine the total carrying amount less any impairment loss after initial recognition, with any foreign currency exchange gain or loss recognized in profit or loss.

Interest income is calculated by multiplying the effective interest rate by the total carrying amount of the financial assets, except in the following two cases:

  • a. Interest income on credit-impaired financial assets acquired or created is calculated by multiplying the credit-adjusted effective interest rate by the amortized cost of the financial assets.

208

  • b. Interest income is calculated by multiplying the effective interest rate by the amortized cost of the financial asset for financial assets that are not acquired or originated as credit-impaired but subsequently become credit-impaired.

Credit-impaired financial assets means that the issuer or the debtor has experienced significant financial difficulties, defaulted, there is a high probability that the debtor will file for bankruptcy or other financial reorganization or that an active market for financial assets will disappear due to financial difficulties.

Cash equivalents include time deposits that are highly liquid, readily convertible into known amounts of cash and subject to a low risk of changes in value within 3 months from the date of acquisition and are used to meet short-term cash commitments.

B. Investment in equity instruments measured at FVTOCI

At initial recognition, the Company has an irrevocable option to designate investments in equity instruments that are not held for trading and for which there is contingent consideration recognized by the acquirer of the business combination to be measured at fair value through other comprehensive income.

Investments in equity instruments measured at fair value through other comprehensive income are measured at fair value, with subsequent changes in fair value reported in other comprehensive income and accumulated in other equity. On disposal of investments, the cumulative gain or loss is transferred directly to retained earnings and is not reclassified to profit or loss.

Dividends on investments in equity instruments measured at fair value through other comprehensive income are recognized in profit or loss when the right to receive payments from the Company is established, unless

209

it is clear that the dividend represents a partial recovery of the cost of the investment.

  • (2) The impairment of financial assets

The Company assesses the impairment losses of financial assets (including notes receivable, accounts receivable and other receivables) measured at amortized cost at each balance sheet date based on expected credit losses.

Accounts receivable are recognized as an allowance for loss based on expected credit losses during the period of duration. Other financial assets are first evaluated to determine whether there is a significant increase in credit risk since initial recognition. If not, they are recognized as an allowance for loss based on expected credit losses over 12 months, and if so, based on expected credit losses over the duration period.

Expected credit losses are the average credit losses weighted by the risk of default. The 12-month expected credit loss represents the expected credit loss arising from default events on a financial instrument that are possible within the 12 months after the reporting date, while the expected credit loss over the life of the instrument represents the expected credit loss resulting from all default events on a financial instrument that are possible over the expected life.

For internal credit risk management purposes, the Company determines, without regard to its collateral holdings, that a default on financial assets has occurred in the following circumstances.

  • A. There is internal or external information indicating that the debtor is unlikely to be able to pay its debts.

  • B. If the date is more than a certain number of days past due, unless there is reasonable and supportable information indicating that a delayed default basis is more appropriate.

210

The impairment loss on all financial assets is reduced by the Carrying amount of the allowance account and does not reduce the Carrying amount of the financial assets.

211

  • (3) Derecognition of financial assets

The Company derecognizes financial assets only when the contractual rights to the cash flows from the financial assets have lapsed or when the financial assets have been transferred and substantially all the risks and rewards of ownership of the assets have been transferred to other enterprises.

When financial assets are derecognized in their entirety at amortized cost, the difference between the carrying amount and the consideration received is recognized in profit or loss. When investments in equity instruments measured at fair value through other comprehensive income are derecognized as a whole, the cumulative gain or loss is transferred directly to retained earnings and is not reclassified to profit or loss.

  1. Financial liability

  2. (1) Subsequent measurement

All of the financial liability should be measured at the amortized costs through effective interest rate.

  • (2) Derecognition of financial liability

When derecognizing the financial liability, the difference between its book value amount and the consideration (including any non-cash asset transferred or the liability borne) paid will be recognized as income.

(XI) Income recognition

The Company allocates the transaction price to each performance obligation after the performance obligation is identified in the customer contract and recognizes revenue when each performance obligation is satisfied.

If the interval between the transfer of merchandises or services and the receipt of consideration is less than one year, no adjustment is made to the transaction price for the significant financing component of the contract.

Sales revenue

212

Sales revenue is derived from the sale of porcelain toilets, faucets, and other sanitary equipment products. The Company recognizes revenue and accounts receivable at the point of shipment because the customer has the right to set the price and use the products and has the primary responsibility for re-selling the products and bears the risk of obsolescence of the products.

  • (XII)

  • Lease

The Company assesses whether a contract is (or contains) a lease at the contract inception date.

213

1. The Company as lessor

If the lease clauses transfer nearly all risks and Compensation associated with the assets to the lessee, the lea se shall be classified as finance lease. All other leases shall be classified as business lease.

Under operating leases, lease payments, net of lease incentives, are recognized as income on a straight-line basis over the term of the relevant lease. The original direct costs incurred in acquiring an operating lease are added to the carrying amount of the subject asset and recognized as an expense on a straight-line basis over the lease term.

2. The Company as lessee

Right-of-use assets and lease liabilities are recognized at the inception date of the lease, except for leases of low-value subject assets to which a recognition exemption applies and short -term leases where lease payments are recognized as an expense on a straight-line basis over the lease term.

Right-of-use assets are measured initially at cost (comprising the original measurement of the lease liability, lease payments made prior to the commencement date of the lease less lease incentives received, original direct cost and estimated cost to reinstate the subject asset) and subsequently at cost less accumulated depreciation and accumulated impairment losses, with adjustments for remeasurement of the lease liability. Right-of-use assets are presented separately on Parent Company Only Statement of Financial Position.

Right-of-use assets are depreciated on a straight-line basis from the commencement date of the lease to the earlier of the end of the useful life or the end of the lease term.

Lease obligations are measured initially at the present value of the lease payments (comprising fixed payments, effective fixed payments, variable lease payments dependent on indices or rates). If the implied interest rate of the lease is readily determinable, the lease payments are discounted using that rate. If the rate is not

214

readily determinable, the lessee's incremental borrowing rate is used.

Subsequently, lease liabilities are measured on an amortized cost basis using the effective interest method and interest expense is amortized over the lease term. If there is a change in future lease payments as a result of a change in the lease term, or in the index or rate used to determine the lease payments, the Company remeasures the lease liability and adjusts the right-of-use asset accordingly, except that if the carrying amount of the right -of-use asset is reduced to zero, the remaining remeasurement amount is recognized in profit or loss. Lease liabilities are presented separately on the Parent Company Only Statement of Financial Position.

Lease agreements that do not depend on changes in indices or rates are recognized as expenses in the period in which they are incurred.

(XIII) Income tax

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

  1. Current income tax

The additional income tax on the undistributed surplus calculated in accordance with the Income Tax Act shall be included in the income tax expense for the year of resolution of the shareholders’ meeting.

The adjustment of income tax payable in the previous year shall be included in the current income tax.

2. Deferred income tax

Deferred income tax is calculated based on the temporary differences between the carrying amount of assets and liabilities on the books and the basis for the calculation of taxable income.

Deferred tax liabilities are generally recognized for all temporary differences in taxable income, while deferred tax assets are recognized when there is a high likelihood that the taxable

215

income will be used as a tax deduction for deductible temporary differences.

Deferred tax liabilities are recognized for taxable temporary differences associated with investee subsidiaries, except where the Company is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets are recognized for deductible temporary differences associated with such investments only to the extent that it is probable that sufficient taxable income will be available to allow the temporary differences to be realized and to the extent that reversal is expected in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced for those where it is no longer probable that there will be sufficient taxable income to allow all or part of the assets to be recovered. Deferred tax assets not previously recognized as such are also reviewed at each balance sheet date and the carrying amount is increased for those where it is probable that taxable income will be available to recover all or part of the assets.

Deferred tax assets and liabilities are measured by the tax rate of the expected liabilities settlement or assets realization in the current period, according to the tax rate and the tax law which have been legalized or substantively legalized on the balance sheet date. The measurement of deferred tax liabilities and assets reflects the tax consequences of the way in which the Company is expected to recover or pay off the carrying amount of its assets and liabilities on the balance sheet date.

3. Current and deferred tax

The current and deferred tax are recognized in profit or loss, provided that the current and deferred tax in relation to the items recognized in other comprehensive income or directly included in equity are recognized in other comprehensive income or directly included in equity, respectively.

216

V. Primary sources of uncertainty in major accounting judgments, estimates,

and assumptions

When the Company adopts an accounting policy, management must make relevant judgments, estimates, and assumptions of relevant information that is difficult to obtain from other sources based on historical experience and other relevant factors.

The Company has included the economic impact of the COVID -19 outbreak in the consideration of significant accounting estimates and the management will review the estimates and underlying assumptions on an ongoing basis. If an amendment to an estimate affects only the current period, the amendment is recognized in the period in which it is made. If an amendment to an accounting estimate affects both the current and future periods, the amendment is recognized in both the current and future periods.

VI. Cash and cash equivalents

Cash and cash equivalents
Cash on hand and working capital
Checks and demand deposits
Dec. 31, 2020
$ 242

53,563
$ 53,805
Dec. 31, 2019




$ 175
81,902
$ 82,077

VII. Financial assets measured at fair value through other comprehensive

income - non-current

income-non-current
Investment in equity instruments
measured at FVTOCI
Stock of unlisted companies
Amsalp Biomedical
Corporation
Dec. 31, 2020
$ 262
Dec. 31, 2019
$ -

The Company invests in the above-mentioned items for medium- to long-term strategic purposes and expects to make profits from these investments over the long term. The Company's management believes that it is inconsistent with the aforementioned long-term investment plan to include short-term fluctuations in fair value of these investments in profit or loss, and therefore has chosen to designate these investments as fair value through Other comprehensive income.

217

The Investment in equity instruments measured at FVTOCI were not being pledged

VIII. Notes receivable and accounts receivable

Notes receivable
Generated from operating
activities
Non-related parties
Accounts receivable
Non-related parties
Minus: Allowance for bad debts
Related parties
Dec. 31, 2020
$ 13,804
$ 167,803
(
4,185)
$ 163,618
$ 8,373
Dec. 31, 2019 Dec. 31, 2019


(



(

$ 14,519
$ 144,175

1,793)
$ 142,382
$ 3,419

The average credit period for merchandise sales ranges is from 30 to 90 days, and no interest is charged on Accounts receivable. To mitigate credit risk, the management of the Company assigns a dedicated team to ensure that appropriate actions are taken to collect overdue receivables. In addition, the Company reviews the recoverable amounts of receivables on a case-by-case basis at the balance sheet date to ensure that appropriate impairment losses are recorded for uncollectible receivables. Accordingly, the Company's management believes that the Company 's credit risk has been significantly reduced.

The lifetime expected credit losses are calculated using an provision matrix, which takes into account the customer's past default history and current financial position, the economic situation of the indust ry, as well as the GDP forecast and industry outlook, and classifies customers into different risk groups and recognizes an allowance for losses based on the expected loss rate of each group.

If there is evidence that the counter-party is in serious financial difficulty and the Company cannot reasonably expect to recover the amount, such as when the counter-party is in liquidation, the Company will directly write off the related accounts receivable, but will continue to conduct recourse actions and recognize the amount recovered in profit or loss as a result of the recourse.

218

The Company's allowance for losses on accounts receivable and overdue receivables based on the provision matrix is summarized as follows:

Dec. 31, 2020

Dec. 31, 2020
Total carrying
amount

Allowance for loss
(Expected credit
loss in the
duration)

Amortized cost
Within a
normal credit
period
$ 172,891

(
1,852)

$ 171,039
Overdue
1-180 days
$ 1,877


1,111)

$ 766
Overdue
Over 180 days
$ 1,408
(
1,222)

$ 186
Total

(

(

(

(
$ 176,176

4,185)
$ 171,991

219

Dec. 31, 2019

Dec. 31, 2019
Total carrying
amount

Allowance for loss
(Expected credit
loss in the
duration)

Amortized cost
Within a
normal credit
period
$ 146,677

(
1,231)

$ 145,446
Overdue
1-180 days
Overdue
Over 180 days
$ 330
(
265)

$ 65
Total

(

(
$ 587
297)
$ 290

(
$ 147,594

1,793)
$ 145,801

Information on the changes in allowance for losses on notes receivable, accounts receivable and overdue receivables is as follows:

Beginning balance

Plus: listed impairment losses
in the period
Minus: Reversal of
impairment losses in the
current period
Ending balance

Beginning balance

Plus: listed impairment losses
in the period
Ending balance
2020
Notes receivable
$ -

-

-

$ -
Accounts
receivable
$ 1,793

2,392
-

$ 4,185

2019
Overdue
receivables





(
$ 1,101
-

122)
$ 979
Notes receivable
$ -


-

$ -
Accounts
receivable
$ 303

1,490

$ 1,793
Overdue
receivables






$ 797
304
$ 1,101

The Company's notes receivable, accounts receivable and overdue receivables are not pledged.

IX. Inventory

Merchandise inventory

Dec. 31, 2020
$ 164,705
Dec. 31, 2019 Dec. 31, 2019
$ 142,131

The allowance for loss for market price decline and obsolete inventories was $16,604 thousands and $13,818 thousands as of December 31, 2020 and 2019, respectively.

Cost of sales related to inventories for fiscal 2020 and 2019 are as follows:

220

Loss from market price decline
and obsolete and slow-moving
inventory (gain from price
recovery)
Inventory short (over)
Loss on inventory obsolescence
Income from the sale of leftover
materials
2020
$ 2,786
106
421

11)
$ 3,302
2019

(
( $ 2,500 )
(
38 )
7,910
(
115)
$ 5,257

The increase in the net realizable value of the Company's inventories in 2019 was due to an increase in the selling price of inventories.

X. Investment accounted for using the equity method

Investee subsidiaries
Vietnam Caesar Sanitary
Wares Joint Stock
Company (VIETNAM
CAESAR SANITARY
WARES JOINT STOCK
COMPANY)
Kai-Sheng Sanitary Wares
Co., Ltd.
N a m e o f S u b s i d i a r y
Vietnam Caesar Sanitary Wares
Joint Stock Company
(VIETNAM CAESAR
SANITARY WARES JOINT
STOCK COMPANY)
Kai-Sheng Sanitary Wares Co.,
Ltd.
Dec. 31, 2020
$ 1,225,499

13,221
$ 1,238,720
Percentage of owner’s
r
i
g
Dec. 31, 2019
$ 1,340,484

-
$ 1,340,484
equity and voting
h
t
s
Dec. 31, 2020
99.9993%
51%
Dec. 31, 2019
99.9993%
-

On November 4, 2020, the Board of Directors resolved to establish Kai-Sheng Sanitary Wares Co., Ltd. as a distribution point in Taoyuan with a total capital of NT$50,000 thousands, divided into 5,000,000 shares at NT$10 per share. The remaining 49% of the shares are held by non-Related parties. After considering the voting rights held by other shareholders, the Company has the right to dominate Kai-Sheng Sanitary Wares. After considering the voting rights held by the other shareholders,

221

the Company determined that it has the ability to direct the relevant activities of Kai-Sheng Sanitary Wares Co. Since Kai-Sheng Sanitary Wares Co., Ltd. was established in December 2020 and does not have significant operating activities, the financial statements prepared by Kai-Sheng Sanitary Wares Co., Ltd. were used to recognize the share of profit or loss of the subsidiary under the equity method and the share of other comprehensive income. The financial statements of Kai-Sheng Sanitary Wares Co.

Proportion in 2020 and 2019 were recognized as the share of profit or loss of subsidiaries using the equity method and the share of other comprehensive income based on the audited financial statements of Vietnam Caesar Sanitary Wares Joint Stock Company for the same period.

222

XI. Property, plant and equipment

Cost
Balance as of Jan. 1,
2020

Addition
Disposal
Reclassification

Balance as of Dec. 31,
2020

accumulated
depreciation

Balance as of Jan. 1,
2020

Depreciation expense
Disposal

Balance as of Dec. 31,
2020

Net worth as of Dec.
31, 2020

Cost
Balance as of Jan. 1,
2019

Addition
Disposal
Reclassification

Balance as of Dec. 31,
2019

accumulated
depreciation
Balance as of Jan. 1,
2019
Depreciation expense
Disposal

Balance as of Dec. 31,
2019
Net worth as of Dec.
31, 2019
Self-owned
land
Buildings Transportation
equipment
Other
equipment
Leasehold
improvement
Construction
inprogress
Total














$ 243,280

-
-
-

$ 243,280

$ -

-
-

$ -

$ 243,280

$ 243,280

-
-
-

$ 243,280

$ -

-
-

$ -

$ 243,280

(











$ 253,536

801
-


200)

$ 254,137

$ 30,472

9,120
-

$ 39,592

$ 214,545

$ 231,694

9,017
-

12,825

$ 253,536

$ 23,091

7,381
-

$ 30,472

$ 223,064
$ 28,497

6,744
(
235 )

-

$ 35,006

$ 18,860

4,040
(
6)

$ 22,894

$ 12,112

$ 22,396

2,506
(
443 )

4,038

$ 28,497

$ 15,330

3,903
(
373)

$ 18,860

$ 9,637
$ 9,058

-
(
137 )

-

$ 8,921

$ 3,626

2,159
(
137)

$ 5,648

$ 3,273

$ 3,557

4,376

-

1,125

$ 9,058

$ 1,711

1,915

-

$ 3,626

$ 5,432
$ 15,303
5,750
(
380 )

10,572

$ 31,245

$ 3,953

6,670
(
380)

$ 10,243

$ 21,002

$ 14,003

1,300
-

-

$ 15,303

$ 984

2,969

-

$ 3,953

$ 11,350

(






(




10,572

6,636

-


10,572)

$ 6,636

$ -

-
-

$ -

$ 6,636

$ -

22,476
-


11,904)

$ 10,572

$ -

-
-

$ -

$ 10,572
$ 560,246
19,931
(
752 )
(
200)
$ 579,225
$ 56,911
21,989
(
523)
$ 78,377
$ 500,848
$ 514,930
39,675
(
443 )

6,084
$ 560,246
$ 41,116
16,168
(
373)
$ 56,911
$ 503,335

There is no indication of impairment of property, plant and equipment listed above in fiscal 2020 and 2019 as assessed by management.

Depreciation expense is calculated through straight-line basis according to the following years:

Buildings Main building of the office 55 years Other 3 to 50 years Transportation equipment 3 to 5 years Office equipment 3 to 5 years Leasehold improvement 5 years

Please refer to Note 26 for the amount of property, plant and equipment pledged as collaterals for loans.

223

The Company leases the roof of its factory in Zaoqiao Township for the installation and operation of a solar photovoltaic system to generate electricity for sale to Taiwan Power Company. The lessee does not have a preferential right to purchase the asset at the end of the lease period. The lease period is from the commercial operation date of the solar power system on March 14, 2019 to the end of 20 years. At the end of the lease term, the lessee does not have a preferential right to acquire the asset.

224

The total future lease payments to be received under operating leases are as follows:

are as follows:
2020
2019
The 1st year
$ 530
$ 530
The 2nd year
530
530
The 3rd year
530
530
The 4th year
530
530
The 5th year
530
530
Over 5 years

6,890

7,420
$ 9,540
$ 10,070
I.Lease agreement
(1) Right-of-use assets—Buildings
2020
2019
Cost
Beginning balance
$ 41,243
$ -
Effect of the first-time
application of IFRS16
-
41,318
Addition
18,700
-
Disposal
(
9,842)
(
75)
Ending balance
$ 50,101
$ 41,243
accumulated depreciation
Beginning balance
$ 6,236
$ -
Depreciation expense
10,816
6,311
Disposal
(
2,587)
(
75)
Ending balance
$ 14,465
$ 6,236
Net worth at the end of the
current period
$ 35,636
$ 35,007
(2) Lease liabilities
Dec. 31, 2020
Dec. 31, 2019
Carrying
amount
of
lease
liabilities
Current
$ 10,095
$ 8,282
Non-current
$ 25,800
$ 26,763
The discount rate range for Lease liabilities is as follows:
2020
2019
Buildings
1.66%~1.89%
1.79%~1.89%
2019


$ 530
530
530
530
530

7,420
$ 10,070
2019
$ -
41,318
-
(
75)
$ 41,243
$ -
6,311
(
75)
$ 6,236
$ 35,007
Dec. 31, 2019
1.79%~1.89%

XII. Lease agreement (1) Right-of-use assets—Buildings

225

(III) Other leasing information

Other leasing information
Lease expenses of low-value
assets
Changed
lease
payment
expenses not considered in
the measurement of lease
liabilities
Total cash outflow from lease
2020
$ 337
$ -
($ 10,829)
2019




$ 754
$ 3
($ 7,409)

The Company has elected to apply the exemption from recognition to leases of Office equipment that qualify as short-term leases and leases of Office equipment that qualify as low-value asset leases and not to recognize the related right-of-use assets and lease liabilities for these leases.

XIII. Intangible assets

Intangible assets
Cost
Balance as of Jan. 1, 2020

Individual acquisition
Disposal

Balance as of Dec. 31, 2020

Accumulated amortization
Balance as of Jan. 1, 2020

Amortization expense
Disposal

Balance as of Dec. 31, 2020

Net worth as of Dec. 31, 2020

Cost
Balance as of Jan. 1, 2019

Individual acquisition
Disposal

Balance as of Dec. 31, 2019

Accumulated amortization
Balance as of Jan. 1, 2019

Amortization expense
Disposal

Balance as of Dec. 31, 2019

Net worth as of Dec. 31, 2019
Trademark
rights
$ 8,572

-
(
8,572)

$ -

$ 8,572

-
(
8,572)

$ -

$ -

$ 8,572

-

-

$ 8,572

$ 8,572

-

-

$ 8,572

$ -
Cost of
computer
software
$ 2,596

1,030

2,200)

$ 1,426

$ 2,335

282

2,200)

$ 417

$ 1,009

$ 2,332

1,074

810)

$ 2,596

$ 2,266

879

810)

$ 2,335

$ 261
Total

(


(









(


(



(


(


(


(



(


(

$ 11,168
1,030

10,772)
$ 1,426
$ 10,907
282

10,772)
$ 417
$ 1,009
$ 10,904
1,074

810)
$ 11,168
$ 10,838
879

810)
$ 10,907
$ 261

226

227

Amortization expense is accrued on a straight-line basis over the following number of durable years.

Trademark rights 20 years Computer software 1-3 years

XIV. Other assets

Other assets
Current
Input tax
Other
Non-current
Overdue receivables
Minus: allowance for loss
Dec. 31, 2020
$ 1,966

194
$ 2,160
$ 979
(
979)
$ -
Dec. 31, 2019




(




(
$ 505
58
$ 563
$ 1,101

1,101)
$ -

XV. Short-term loans

Short-term loans
Secured loan(Note XXVI)
Bank borrowings
Dec. 31, 2020
$ 233,000
Dec. 31, 2019
$ 325,000

The interest rates on revolving bank loans ranged from 0.95% to 1.10% and 1.07% to 1.20% in 2020 and Dec. 31, 2019, respectively.

XVI. Accounts payable

Accounts payable
Non-related parties
Related parties
Dec. 31, 2020
$ 33,542
$ -
Dec. 31, 2019


$ 39,931
$ 1

XVII. Other payables

Other payables
Salaries and bonuses payable
Compensation of employees
payable
Compensation of directors and
supervisors payable
Freight charges payable
Advertising expenses payable
Other
Dec. 31, 2020
$ 27,339
8,749
5,833
2,364
3,092

14,509
$ 61,886
Dec. 31, 2019




$ 21,636
7,303
4,869
2,003
3,528
16,614
$ 55,953

228

XVIII. Equity

  • (I) Share capital for common stock
Authorized shares (1,000
shares)
Authorized share capital
Number of outstanding shares
that had been paid (1,000
shares)
Share capital of issued shares
Dec. 31, 2020

100,000
$ 1,000,000

72,600
$ 726,000
Dec. 31, 2019 Dec. 31, 2019






100,000
$ 1,000,000
72,600
$ 726,000

The issued common stock has a par value of $10 per share and each share is entitled to one vote and the right to receive dividends.

  • (II) Additional paid-in capital
Additional paid-in capital
Can be used to make up losses,
to issue cash dividends or to
add into share capital(Note)
Share premium
Premium on capital stock due
to merger
Cannot be used for any purpose
Cost of employee stock options
Dec. 31, 2020
$ 254,700
9,481

13,271
$ 277,452
Dec. 31, 2019




$ 254,700
9,481
13,271
$ 277,452

Note: Such additional paid-in capital may be used to cover losses or, when the company has no losses, to distribute cash or to capitalize share capital, provided that the capitalization of share capital is limited to a certain percentage of paid-in share capital each year.

  • (III) Retained earnings and dividend policy

In accordance with the Company's policy on the distribution of earnings, the Company shall first make up for any after-tax net income in its annual budget (including adjustment of the Unappropriated retained earningsAmount) and set aside 10% of the total l egal reserve in accordance with the law; however, except when the legal reserve has reached the Company's total paid-in capital. The Company shall not set aside 10% of the accumulated losses (including adjustment of the Unappropriated retained earningsAmount) as legal reserve, except when the legal reserve has reached the Company's paid-in capital. The Board of Directors shall prepare a proposal for the distribution of the

229

remaining earnings, together with the Unappropriated retained earnings (including adjustments to the Unappropriated retained earningsAmount) at the beginning of the period. The Board of Directors shall prepare a proposal for the distribution of earnings and submit it to the shareholders' meeting for resolution on the distribution of dividends to shareholders.

The Company's dividend policy is in line with its current and future development plans, taking into account the investment environment, capital requirements, domestic and international competition, and the interests of shareholders. Dividends may be distributed to shareholders in cash or in stock, with cash dividends not less than 10% of total stock dividends, except when stock dividends are less than $1 per share.

The legal reserve shall be set aside until the balance reaches the total paid-up capital of the Company. The statutory reserve may be applied to make up losses. If the Company is not in deficit, the excess of the legal reserve over 25% of the total paid-in capital may be distributed in cash in addition to capitalization.

The Company has appropriated and reversed the special reserve in accordance with Jin-Guan-Zheng-Fa-Zi Letter No. 1010012865, Jin-Guan-Zheng-Fa-Zi Letter No. 1010047490, Jin-Guan-Zheng-Fa-Zi Letter No. 1030006415 and the “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs.”

The Company held its regular shareholders' meetings on May 28, 2020 and June 20, 2019, and resolved to approve the earnings distribution for fiscal 2019 and 2018, respectively, as follows:

Legal reserve
Special reserve
Cash dividends
Cash
dividends
per
share
(NT$)
2019
$ 17,985
$ 19,355
$ 123,420
$ 1.71
2018




(

$ 25,401
$ 4,220)
$ 166,980
$ 2.30

The Company proposed the following distribution of earnings for fiscal 2020 at the Board of Directors' meeting on March 9, 2021:

2020

230

Legal reserve

Special reserve

Cash dividends

Cash
dividends
per
share
(NT$)
$ 22,009
$ 71,429
$ 144,152
$ 2.00

The distribution of earnings for fiscal 2020 is subject to the resolution of the shareholders' meeting scheduled to be held on May 27, 2021.

  • (IV) Special reserve
Special reserve
Beginning balance
Reversal of special reserve
Provision of special reserve
Allowances for deductions
in other equity interest
items
Ending balance
2020
$ 146,675
-
19,355
$ 166,030
2019


$ 150,895
(
4,220 )

-
$ 146,675

231

  • (V) Other equity interest items

  • Exchange differences on translation of foreign financial statements

statements
Beginning balance
Share
of
the
translation
differences
of
the
subsidiaries, associates and
joint ventures accounted for
using equity method
Relevant income tax
Ending balance
2020
( $ 166,030 )
(
85,864 )

17,173
($ 234,721)
2019
( $ 146,675 )
(
24,194 )

4,839
($ 166,030)
  1. Unrealized gains or losses on financial assets measured at fair

value through other comprehensive income

Beginning balance
Generated in the current period
Unrealized gains or losses
Equity instrument
Ending balance
Treasury shares
Reasons for the retirement of
shares
Number of shares as of Jan. 1,
2020
Increase in the current period
Number of shares as of Dec.
31, 2020
2020
$ -

2,738)
$ 2,738)
2019

(
(
$ -

-
$ -
Transfer of shares
to employees
(1,000 shares)

-
524
524
  • (VI) Treasury shares

Treasury shares held by the Company are not pledged under the Securities and Exchange Act and are not entitled to dividend distribution or voting rights.

XIX. Income

Income
Income from customer contracts
Porcelain
Water use equipment
Automated equipment
Bathtubs
Other
2020
$ 709,649
232,305
204,018
27,849
297,575
$ 1,471,396
2019




$ 643,288
196,326
162,885
33,912
263,772
$ 1,300,183

232

233

Contract balance

Contract balance
Accounts receivable
Contract liabilities
Payment for goods collected
in advance
Dec. 31, 2020
$ 171,991
$ 2,492
Dec. 31, 2019


$ 145,801
$ 826

Re-recognized income from Contract from customer contracts in 2020 and 2019 are$ 0 thousands.

IIX. Net income from continuing operations

Net income from continuing operations includes the following items: (I) Other income and expenses, net

Compensation for losses
Net income from the disposal
and obsolescence of
property, plant and
equipment
Profit from lease modification
2020
( $ 966 )
41

103
($ 822)
2019
( $ 147 )
146

-
($ 1)

(II) Depreciation, amortization and employee benefit expenses

Employee benefit expenses
Salary expenses

Premium for the
insurance of employees
Benefits after retirement
Defined contribution
plan
Compensation of directors
Other employee benefit
expenses
Total of employee benefit
expenses
Depreciation expense
Property,
plant
and
equipment
Right-of-use assets


Amortization expense
2020 2020 2019 2019
Belonging to
operating
costs
Belonging to
operating
expenses
Total Belonging to
operating
costs
$ 31,698

2,786
1,509
-

977

$ 36,970

$ -


-

$ -

$ -
Belonging to
operating
expenses
Total






$ 34,037

3,001
1,590
-
987

$ 39,615

$ -

-

$ -

$ -






$ 87,606

7,321
3,732
9,094
3,543

$ 111,296

$ 21,989

10,816

$ 32,805

$ 282






$ 121,643

10,322
5,322
9,094

4,530

$ 150,911

$ 21,989


10,816

$ 32,805

$ 282












$ 67,549

6,199
2,989
8,104
2,891

$ 87,732

$ 16,168

6,311

$ 22,479

$ 879






$ 99,247
8,985
4,498
8,104
3,868
$ 124,702
$ 16,168
6,311
$ 22,479
$ 879

The respective numbers of employees of the Company calculated until December 31 of 2020 and 2019 are 146 and 131, while the number of directors who do not serve as employees is 6. The average fees of employee benefit of this year and last year respectively are $1,013 thousands and $933 thousands. The average compensations

234

respectively are $869 thousands and $794 thousands, and the average adjustment of compensation is 9%. The supervisors' remuneration for the current year and the previous year were $2,679,882 and $2,380,682, respectively.

Compensation Policy

  1. Directors' and supervisors' remuneration

The Company may pay remuneration to the directors and supervisors for their duties, regardless of operating profit or loss, in accordance with the Company's Articles of Incorporation, which authorize the Board of Directors to determine the value of their participation in and contribution to the Company's operations, taking into account the market rate in the industry. In addition, if the Company has Net profit before tax, the remuneration shall be distributed in accordance with the Company's Articles of Incorporation.

  1. Managers

The managers are appointed and compensated in accordance with the Company's Articles of Incorporation and are subject to the Board of Directors' approval. The standards of compensation for managers are based on their personal performance, contribution to work, annual operating results, hard work, and cooperation with company policies, as well as on market standards in the industry.

  1. Employees

Employees are paid monthly in the spirit of equal pay for equal work according to their academic experience and job level, and performance bonuses are paid according to the company's monthly operating performance. If the company has Net pro fit before tax, the compensation will be distributed according to the company's articles of incorporation.

  • (III) Compensation to employees and compensation to directors and supervisors

In compliance with the Articles of Incorporation, the Company contributes 2% to 5% of the pre-tax benefit before compensation to

235

employees and directors and supervisors as compensation to employees and no more than 2% as compensation to directors and supervisors for the year.

The compensation to employees and compensation to directors and supervisors for the years 2020 and 2019 were resolved by the Board of Directors on March 9, 2021 and February 27, 2020, respectively, as follows:

Estimated listing ratio

Estimated listing ratio
Compensation of employees
Compensation of directors and
supervisors
2020
3%
2%
2019
3%
2%

236

Compensation of employees
Compensation of directors and
supervisors
2020
Cash
$ 8,749
5,833
2019
Cash
$ 7,303
4,869

If there is any change in the annual Parent Company Only Financial Statements after the date of adoption, the change in accounting estimate will be treated as an adjustment in the following year.

There was no difference between the actual amount of compensation to employees and compensation to directors and supervisors for fiscal 2019and 2018 and the amount recognized in the 2019 and 2018 Parent Company Only Financial Statements.

For information on the compensation to employees and compensation to directors and supervisors resolved by the Board of Directors of the Company, please visit the Market Observation Post System (MOPS) of the Taiwan Stock Exchange.

III. Income tax of continuing operations

(I) Income tax recognized in profit or losses

Main components of income tax expenses recognized in profit or losses:

2020 2019
Current income tax
Generated in the fiscal
year $ 62,180 $ 31,975
Surtax on unappropriated
retained earnings 954 3,292
Adjustments for the prior
year ( 950)
11
62,184 35,278
Deferred income tax
Generated in the fiscal
year (
6,703 )
14,593
The tax
paid
in

foreign
countries
cannot

be
deducted 1,492
1,553
Income tax expense recognized
in profit or losses $ 56,973 $ 51,424

237

The reconciliations of accounting income and income tax expenses are as follows:

are as follows:
2020 2019
Net income before tax
$ 277,065 $ 231,275
Income tax expense of the net
income before tax calculated
with statutory tax rate
$ 55,413 $ 46,255
Non-deductible expenses in the
tax 64 313
Surtax
on
unappropriated
retained earnings 954 3,292
The
tax
paid
in
foreign
countries cannot be deducted 1,492 1,553
Adjustments to the income tax
expenses in the past years in
the current period
(
950) 11
Income tax expense recognized
in profit or losses
$ 56,973 $ 51,424
Income tax recognized in other comprehensive income
2020 2019
Deferred income tax
Generated in the current period
Share of the other
comprehensive income
of subsidiaries
accounted for using
equity method
$ 17,173 $
4,839
  • (II) Income tax recognized in other comprehensive income

(III) Current income tax liabilities

Current income tax liabilities
Current income tax liabilities Dec. 31, 2020
$ 46,972
Dec. 31, 2019
$ 16,409

(IV) Deferred income tax assets and liabilities

Changes in deferred income tax assets and liabilities are as follows:

2020

2020
Deferredincome taxassets
Temporary differences
Unrealized loss from
market price decline
and obsolete and
Beginning
balance
Recognized
in profit or
losses
$ 557
Recognized
in other
comprehensi
ve income
$ -
Ending
balance
$ 2,764 $ 3,321

238

slow-moving
inventory
Allowance for bad debts
Exchange difference on
translation of the
financial statements of
foreign operations
Unrealized foreign
exchange losses


Deferredincome tax liabilities
Temporary differences
Investment income
recognized using
equity method

Unrealized foreign
exchange gains


2019
Deferred income tax assets
Temporary differences
Unrealized loss from
market price decline
and obsolete and
slow-moving
inventory
Allowance for bad debts
Exchange difference on
translation of the
financial statements of
foreign operations
Unrealized foreign
exchange losses






253
41,508
30

$ 44,555

$ 176,544
-

$ 176,544

Beginning
balance
$ 3,263

-
36,669
-

$ 39,932

398

-
(
30)

$ 925

( $ 5,825 )

47

($ 5,778)

Recognized
in profit or
losses
( $ 499 )

253

-

30

($ 216)

-

17,173

-

$ 17,173

$ -

-

$ -

Recognized
in other
comprehensi
veincome
$ -

-

4,839

-

$ 4,839







651

58,681
-
$ 62,653
$ 170,719
47
$ 170,766
Ending
balance











$ 2,764

253

41,508
30
$ 44,555

(Continued on the next page)

239

(Continued from the previous page)

Deferred income tax liabilities
Temporary differences
Investment income
recognized using
equity method
Unrealized foreign
exchange gains
Be g i n n i n g
b a l a n c e
Be g i n n i n g
b a l a n c e

Recognized
in profit or
l o s s e s
$ 14,378
(
1)

$ 14,377
Recognized
i n o t h e r
comprehensi
ve income
$ -

-

$ -
E n d i n g
b a l a n c e
E n d i n g
b a l a n c e


$ 162,166
1
$ 162,167




$ 176,544
-
$ 176,544
  • (V) Deductible temporary differences of deferred income tax assets which were not recognized in the statement of financial position
Deductible temporary
differences
Dec. 31, 2020
$ 729
Dec. 31, 2019 Dec. 31, 2019
$ 729
  • (VI) Income tax assessment

The income tax returns of the Company have been assessed and approved by the tax authorities through fiscal 2018.

IIII. Earnings per share

  • (I) Basic earnings per share

The earnings and weighted-average number of common stocks used to calculate basic earnings per share were as follows:

Net income in the fiscal year
Weighted average number of
common shares used in the
calculation of basic earnings
per share (1,000 shares)
Basic earnings per share (NT$)
2020
$ 220,092
72,290
$ 3.04
2019




$ 179,851
72,600
$ 2.48
  • (II) Diluted earnings per share

The earnings and weighted-average number of common stocks used to calculate diluted earnings per share were as follows:

Net income in the fiscal year
Weighted average number of
common shares used in the
calculation of basic earnings
2020
$ 220,092
72,290
2019
$ 179,851
72,600

240

per share (1,000 shares)
Influence of dilutive potential
common shares
Compensation of
employees (1,000
shares)

Weighted average number of
common shares used in the
calculation of diluted earnings
per share (1,000 shares)

Diluted earnings per share
(NT$)
376

72,666

$ 3.03
352
72,952
$ 2.47

If the Company has the option of paying employees in stock or cash, it is assumed that employee compensation will be paid in stock and is included in the weighted-average number of shares outstanding for the purpose of calculating diluted earnings per share when the potential ordinary share has a dilutive effect. The dilutive effect of these potential ordinary shares shall also continue to be considered in the calculation of diluted earnings per share before the following year's resolution by shareholders’ meeting on the number of employee compensation shares to be distributed.

IIIII. Capital risk management

The Company is currently in a stable operating phase and the objective of capital risk management is to ensure that it can maximize shareholder returns by optimizing debt and equity balances while continuing to operate and grow.

The Company adopts a prudent risk management strategy and conducts regular reviews to determine the most appropriate capital structure for itself based on its business development strategy and overall planning of operational needs.

IIIV. Financial instruments

  • (I) Fair value information

  • Financial instruments not at Fair value

The Company considered that Carrying amount of Financial assets and Financial liability not at Fair value is close to Fair value.

  1. Financial instruments at Fair value

241

(1) Fair value hierarchy

Dec. 31, 2020

Level 1 Level 2 Level 3 Total Non-current financial assets – measured at the fair value of other comprehensive income Investments in equity instruments Stocks of domestic companies which are not listed or traded over the counter $ - $ - $ 262 $ 262

There were no transfers between Level 1 and Level 2 fair value measurements in fiscal 2020 and 2019.

  • (2) Valuation techniques and inputs for level 3 fair value

measurements

Category of financial instruments Valuation technique and input value Investment in the stocks of Net book value per share: Based on the domestic companies Company's financial information, the which are not listed or net book value per share is calculated traded over the counter as the present value of the expected gain or loss from holding the investment.

  • (II) Types of financial instruments
Types of financial instruments investment.
Financial assets
Financial assets measured at
amortized cost
Cash and cash equivalents
Notes receivable, net
Net value of accounts
receivable
Net accounts receivable
related parties
Other receivables
Other receivablesrelated
parties
Financial assets measured at fair
value through other
comprehensive income
Dec. 31, 2020
$ 53,805
13,804
163,618
8,373
304
30,251
Dec. 31, 2019
$ 82,077
14,519
142,382
3,419
305
28,037

242

Investments in equity
instruments -
non-current 262 -
Financial liability
Financial liabilities measured at
amortized cost
Short-term loans 233,000 325,000
Accounts payable 33,542 39,931
Accounts payablerelated
parties - 1
Other payables 61,886 55,953

(III) Financial risk management objectives and policies

The Company is committed to ensuring that it has sufficient and cost-effective working capital to meet its operating requirements. The Company carefully manages market risk (including foreign currency exchange rate risk, interest rate risk and other price risks), credit risk and liquidity risk associated with its operations to reduce the potential adverse effects of market uncertainties on the Company's financial condition.

  1. Market risk management

  2. (1) Exchange Rate Risk

The Company is mainly engaged in the domestic market, and all foreign sales and purchases are quoted in foreign currencies. The Company adopts a natural hedge of foreign currency offsetting, and the net foreign currency position is relatively small. Fluctuations in foreign exchange rates do not have a significant impact on the Company's financial operations, and the Company has been paying attention to exchange rate fluctuations for a long time to minimize the impact on the Company due to exchange rate fluctuations.

The Company's foreign-currency-denominated monetary assets and monetary liabilities as of the balance sheet date Carrying amount can be found in Note XXVIII.

The sensitivity analysis of foreign currency exchange rate risk was calculated for foreign currency monetary items as of the end of the financial reporting period. If the New

243

Taiwan dollar depreciates/strengthens by 5% against the U.S. dollar, the Company's net income before tax would decrease/increase by $1,664 thousands and $1,346 thousands for the years ended December 31, 2020 and 2019, respectively.

  • (2) Interest rate risk

The Company continues to reduce its borrowing with financial institutions and the Company's management believes that fluctuations in borrowing rates will have little impact on the Company.

  • (3) Other price risk

The equity risk arises mainly from Financial assets measured at fair value through other comprehensive income (Investment in the stocks of domestic companies which are not listed or traded over the counter).

Sensitivity analysis

The following sensitivity analysis is based on the equity price risk as of the balance sheet date.

If the equity price increases/decreases by 0.5%, other comprehensive income will increase/decrease by $1 thousand from Jan. 1, 2020 to Dec. 31, 2020 due to the change in Fair value of financial assets measured at Fair value through other gains or losses.

2. Credit risk

Credit risk refers to the risk of financial loss resulting from the default of contractual obligations by the counter-parties. As of the balance sheet date, the Company's maximum exposure to credit risk due to non-performance by counter-parties is the carrying value of financial assets recognized in the Parent Company Only Statement of Financial Position. As of the balance sheet date, the Company's maximum exposure to credit risk arising from counter-parties' failure to meet their obligations is the carrying value of financial assets recognized in the Parent Company Only Statement of Financial Position.

244

In order to mitigate credit risk and maintain the quality of Accounts receivable, the Company has established procedures to manage credit risk associated with its operations, and the Company also uses certain credit enhancement tools, such as payment for goods collected in advance and margin acquisition, at appropriate times to reduce customers' credit risk. The Company also uses certain credit enhancement tools, such as payment for goods collected in advance and margin, to reduce customers' credit risk. In addition, the Company reviews the recoverable amounts of receivables on a case-by-case basis at the balance sheet date to ensure that appropriate impairment losses have been recorded for uncollectible receivables.

In 2020 and 2019, except for Company A, the Company's concentration of credit risk to other customers does not exceed 10% of the total Accounts receivable, and these companies have a long history and good repayment status, so the Company's related credit risk is not significant.

The credit risk is limited because the counter-parties of liquidity are financial institutions with good credit ratings, and therefore no significant credit risk is expected.

  1. Liquidity risk

The Company copes with the operation and reduces the influence of cash flow fluctuations through the management and maintenance of sufficient amount of cash and cash equivalents. The Company's management monitors the use of banking facilities and ensures compliance with the terms of borrowing contracts. The Company meets its contractual obligations by maintaining appropriate capital and banking facilities. The Company's working capital is sufficient to meet its obligations and there is no liquidity risk that the Company will not be able to raise funds to meet its contractual obligations.

The unused funds of the credit agreements from the bank until December 31[st] , 2020 and 2019 respectively are $573,130 thousands and $354,940 thousands.

245

The following table is based on the earliest possible period for which the Company may be required to make repayments and is based on the undiscounted cash flows from financial liabilities, which include cash flows from interest and principal. The Company's working capital is sufficient to meet the demand. Dec. 31, 2020

Dec. 31, 2020
Non-derivative
financial liabilities
Short-term loans

Accounts payable
Other payables
Current income tax
liabilities
Lease liabilities -
current
Other current
liabilitiesother
Lease liabilities -
non-current
Dec. 31, 2019
Non-derivative
financial liabilities
Short-term loans

Accounts payable
Accounts payable
related parties
Other payables
Current income tax
liabilities
Lease liabilities -
current
Other current
liabilitiesother
Lease liabilities -
non-current
Less than 1
year
1-2 years 2-3 years More than 3
years
Total
$ 233,000
33,542
61,886
46,972
10,095
7,533
-
Less than 1
year
$ -

-

-

-

-

-

11,111
1-2 years
$ -

-

-

-

-

-

8,828
2-3 years
$ -

-

-

-

-

-

6,450
More than 3
years
$ 233,000

33,542

61,886

46,972

10,095

7,533

26,389
Total
$ 325,000
39,931
1
55,953
16,409
8,282
3,275
-
$ -

-

-

-

-

-

-

10,277
$ -

-

-

-

-

-

-

10,277
$ -

-

-

-

-

-

-

14,482
$ 325,000

39,931

1

55,953

16,409

8,282

3,275

35,036

246

IIV. Transaction with related parties

The transactions between the Company and related parties (aside from those revealed in notes) are listed below:

  • (I) Names of related parties and their relationships with the Company

N a m e o f r e l a t e d p a r t y Rel at ionshi p wit h the Com pany Vietnam Caesar Sanitary Wares Subsidiaries Joint Stock Company Chia-Ta-Hang Co., Ltd. Substantive related party the chairperson of that company was the spouse of a relative within second degree of kinship of the chairperson of the Company

(II) Operating revenue

Accounting item
Sales revenue


Other operating
revenue

Type of related party
Substantive related party
Chia-Ta-Hang Co.,
Ltd.

Subsidiary
Vietnam Caesar
Sanitary Wares
Joint Stock
Company
2020
$ 43,655

$ 14,907
2019



$ 36,330
$ 15,525

There are no significant exceptions to the Terms of Transaction between the Company and other Non-related parties.

In 2018 and 2017, the Company entered into an agreement with Vietnam Caesar Sanitary Wares Joint Stock Company to amend the technical contract for the production of ceramics and entered into a management services contract with the Company to license and assist Vietnam Caesar Sanitary Wares Joint Stock Company in the marketing of the "Caesar Sanitary Wares" brand, market development and technical support services in Vietnam. Vietnam Caesar Sanitary Wares Joint Stock Company shall pay the Company's management service fee, which shall be calculated in accordance with the terms of the Vietnam Caesar Sanitary Wares Joint Stock Company Agreement. Caesar Sanitary Wares Joint Stock Company shall pay the Company a management service fee of 2.5% of Vietnam Sanitary Wares Joint Stock Company's annual sales amount (net of the amount sold to the Company)

247

on a quarterly basis, subject to a maximum annual amount of US$500,000; the Company shall receive payment within two months after the end of each quarter, subject to adjustment of capital requirements. The effective period of the aforementioned rate is one year, which is reviewed and revised by the parties upon annual renewal. 2020 and 2019 are recognized under Other operating revenue.

(III) Purchase

Purchase
Type of related party/Name
Subsidiary
Vietnam Caesar Sanitary
Wares Joint Stock
Company
2020
$ 402,339
2019
$ 408,381

The Company's purchase from Vietnam Caesar Sanitary Wares Joint Stock Company is a purchase of sanitary equipment products, and the purchase price is Discussed by both parties in the transaction with reference to the market price and gross profit of products. The purchase price is discussed by both parties in the transaction with reference to the market price and gross profit of products, and the payment terms are within 30 days after the shipment from Vietnam Caesar Sanitary Wares Joint Stock Company, subject to adjustment of capital requirements. The payment terms are within 30 days of shipment by Vietnam Caesar Sanitary Wares Joint Stock Company, subject to adjustment of capital requirements. The unrealized gross profit on sales of $16,479 thousands and $12,216 thousand were recorded in 2020 and 2019, respectively, for the subsidiaries, associates and joint ventures recognized under the equity method.

(IV) Related party receivables (not including loans for related parties)

Accounting item Type of related party Dec. 31, 2020 Dec. 31, 2019 Accounts Subsidiary receivable Related parties Vietnam Caesar $ 4,172 $ - Sanitary Wares Joint Stock Company Substantive related party Chia-Ta-Hang Co., $ 4,201 $ 3,419 Ltd.

248

  • (V) Other receivables

Accounting item Type of related party Dec. 31, 2020 Dec. 31, 2019 Other accounts Substantive related party receivable Related parties Chia-Ta-Hang Co., $ 5 $ 5 Ltd.

  • (VI) Related party payables (not including loans for related parties)

Accounting item Type of related party Dec. 31, 2020 Dec. 31, 2019 Accounts payable Subsidiary related parties

Vietnam Caesar $ - $ 1 Sanitary Wares Joint Stock Company

(VII) Endorsement

T y p e o f r e l a t e d p a r t y Dec. 31, 2020 Dec. 31, 2019 Subsidiary Vietnam Caesar Sanitary $ 142,400 $ 194,870 Wares Joint Stock (USD5,000 仟元 ) (USD6,500 仟元 ) Company

249

(VIII) Others

The Company and Vietnam Caesar Sanitary Wares Joint Stock Company mutually agreed that the Company purchases raw materials on behalf of Vietnam Caesar Sanitary Wares Joint Stock Company, and the amount of raw materials purchased on behalf of Vietnam Caesar Sanitary Wares Joint Stock Company was $61,990 thousands and $67,738 thousands for 2020 and 2019, respectively, and the balances of Other receivables were $30,246 thousands and $28,032 thousands, respectively.

  • (IX) Key management compensation
Key management compensation
Short-term employee benefits
Benefits after retirement
2020
$ 22,678
408
$ 23,086
2019




$ 20,391
399
$ 20,790

The remuneration of directors and other key management personnel is determined by the Compensation Committee based on individual performance and industry average.

IIVI. Pledged assets

The following assets have been provided as collateral to secure loans or lines of credit with banks

or lines of credit with banks
Property, plant and equipment
land
Property, plant and equipment
buildings
Dec. 31, 2020
$ 61,652

35,728
$ 97,380
Dec. 31, 2019




$ 61,652
36,622
$ 98,274

IIVII. 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:

  • (I) As of Dec. 31, 2020, the Company has entered into construction contracts with various vendors for a total price of NT$9,481 thousands and has paid NT$6,636 thousands, recognized as Construction in progress.

250

  • (II) As of Dec. 31, 2020 and 2019, the Company has issued unused letters of credit amounting to US$0 thousand and US$414 thousands, respectively.

  • (III) As of Dec. 31, 2020 and 2019, the Company has guaranteed the financing loans of Vietnam Caesar Sanitary Wares Joint Stock Company in the amount of NT$142,400 thousands (US$5,000 thousands) and NT$194,870 thousands (US$6,500 thousands), respectively.

251

IIVIII. Exchange rate information of foreign currency financial assets and

liabilities

Information on the Company's financial assets and liabilities in foreign currencies of significant influence is as follows.

Financial assets
Monetary items
USD

RMB
Financial liabilities
Monetary items
USD
Dec. 31, 2020
Foreign
currency
Exchange
rate
NT$ $ 1,169
28.48 $ 33,279
10
4.37
44
-
-
-
Dec. 31, 2020
Foreign
currency
Exchange
rate
NT$ $ 1,169
28.48 $ 33,279
10
4.37
44
-
-
-
Dec. 31, 2019 Dec. 31, 2019 Dec. 31, 2019
Foreign
currency
$ 1,169
10
-
Exchange
rate

28.48

4.37

-
Foreign
currency
$ 1,997

-

1,098
Exchange
rate
29.980

-
29.980
NT$
$ 59,857

-

32,931

IIIX. Other matters

The Company was affected by the global pandemic, but the impact was relatively insignificant due to the well-controlled outbreak in Taiwan, and the cumulative Operating revenue increased by approximately 13% as of Dec. 31, 2020 compared to the same period last year, indicating that the outbreak did not have a serious impact on the Company's operations. Although the recent epidemic in Europe and the United States is on the rise, the Company's operating revenue is concentrated in Taiwan and is not expected to be significantly affected.

The Company's working capital, salaries, interest, rent and other expenses have remained normal, and there are no applications for relief from the government.

IIIX. Disclosures

  • (I) Information on significant transactions and (II) information on investees:

  • Lending to others: None.

  • Endorsement and guarantee for others: (Schedule 1).

  • Marketable securities held at the end of the period (excluding investments in subsidiaries, associates and joint ventures): (Schedule 2).

  • The cumulative amount of securities purchased or sold reaches NT$300 million or 20% of the paid-in capital: None.

252

  1. Acquisition of real estate amounting to at least NT$300 million or 20% of the paid-in capital: None.

  2. Disposal of real estate amounting to at least NT$300 million or 20% of the paid-in capital: None.

  3. The amount of purchase or sale of goods with related parties reaches NT$100 million or 20% of the paid-in capital: (Schedule 3).

  4. Related party receivables amounting to at least NT$100 million or 20% of the paid-in capital: None.

  5. Engage in derivative transactions: None.

  6. Information of investee companies: (Schedule 4).

  7. (III) Information of investment from Mainland China: None.

  8. (IV) Information of Major Shareholders: The name of shareholders who hold 5% of the Company’s shares and the number and ratio of the shares held by them (Schedule 5).

253

Unit: NT$ thousands (unless otherwise specified)

Sanitar Co., Ltd.

Endorsement and Guarantee for Others

From Jan. 1 to Dec. 31, 2020

Schedule 1

No. Name of the
endorser/guarantor
Guaranteedparty Guaranteedparty Limits on
endorsement/guar
antee amount
provided to each
guaranteed party
Maximum
balance for the
period
Ending balance Amount actually
drawn

Amount of
endorsement/guar
antee
collateralized by
properties
Ratio of
accumulated
endorsement/gu
arantee to net
equity per latest
financial
statements (%)
Maximum
endorsement/guar
antee amount
allowable
Guarantee
provided
by parent
company
Guarantee
provided
by a
subsidiary
Guarantee
provided
to entities
in
Mainland
China
Note
Company name Relationships
1 Sanitar Co., Ltd. Vietnam Caesar Sanitary
Wares Joint Stock
Company

Investment
accounted
for using the
equity
method

$ 340,563
$ 196,625 $ 142,400 $ 59,680 $ - 8.36 $ 681,126 Y N N (Note)

Note: The endorsement/guarantee limit is based on the endorsement/guarantee procedures approved by the shareholders' meeting and stipul ated by the Bureau of Securities and Futures of the Financial Supervisory Commission, Executive Yuan on December 18, 2002, by Order no.(91)-Tai-tsai-zhen-(6)-0910161919. The total amount of the Company's endorsement and guarantee shall not exceed 40% of the Company's net worth and the amount of endorsement and guarantee for subsidiaries directly holding more than 50% of the common stock shall not exceed 20% of the Company's net worth for the period.

254

Sanitar Co., Ltd.

Marketable Securities Held at the End of the Period

Dec. 31, 2020

Schedule 2

Unit: NT$ thousands (unless otherwise specified)

Holding Company Type and Name of Marketable Securities Relationship with the
issuer of the marketable
securities
Financial statement account End of the period End of the period End of the period Note
Number of shares Carrying amount Shareholding
percentage
Fair value
Sanitar Co., Ltd. Stock
Amsalp Biomedical Corporation

-
Non-current financial assets
measured at the fair value
through other comprehensive
income
154,700 $ 262 18.20% $ 262

255

Sanitar Co., Ltd.

The amount of purchase or sale of goods with related parties reaches NT$100 million or 20% of the paid -in capital From Jan. 1 to Dec. 31, 2020

Schedule 3

Unit: NT$ thousands (unless otherwise specified)

Company name Transaction
counterparty
Relationships Transaction Transaction Situation and reason of why trading
conditions are different from general trading
Situation and reason of why trading
conditions are different from general trading
Notes/ accounts receivable or
payable
Notes/ accounts receivable or
payable
Note
Purchases
(Sales)
Amount Ratio to total
purchases/sales
amount()
Loan period Unit price Loan period Balance Ratio to total
amount of
notes/accounts
receivable or
payable (%)
Sanitar Co., Ltd. Vietnam
Caesar
Sanitary
Wares
Joint
Stock
Company



Investment
accounted for
using the equity
method
Purchase $ 402,339 39% Vietnam Caesar
Sanitary Wares
Joint Stock
Company should
pay within 30
days after the
delivery, but this
can be adjusted
regarding the
demand for
funds.
Discussed by
both parties in
the transaction
with reference
to the market
price and gross
profit of
products

Vietnam Caesar
Sanitary Wares
Joint Stock
Company should
pay within 30
days after the
delivery, but this
can be adjusted
regarding the
demand for
funds.
Accounts
payable
$ -
- Note

Note: Transaction with related parties on the consolidated and parent company only statements were all adjusted and amortized .

256

Sanitar Co., Ltd.

Name, Location, and Other Related Information of Investees From Jan. 1 to Dec. 31, 2020

Schedule 4

Unit: NT$ thousands (unless otherwise specified)

Name of the Investment
Company
Name of the Investee
Company
Location Main businesses Original investment amount Original investment amount Sharesheld as ofthe end ofthe period Sharesheld as ofthe end ofthe period Sharesheld as ofthe end ofthe period Net income (loss)
of the investee
Gain (loss) on
investment
recognized in
theperiod
Note
End of the
period
End of last
period
Number of
shares (1,000
shares)
Ratio ()
(Note 3)
Carrying amount
Sanitar Co., Ltd.
Sanitar Co., Ltd.
Vietnam Caesar Sanitary
Wares Joint Stock
Company
Kai-Sheng Sanitary
Wares Co., Ltd.
Vietnam
Taiwan
Manufacturing
and
sale
of
sanitary
equipment
and
water
supply
equipment
Manufacturing
and
sale
of
sanitary
equipment
and
water
supply
equipment




$ 665,303




13,260
$ 665,303
-
41,878
1,326

100

51
$ 1,225,499

13,221
$ 63,253
(
76 )
$ 58,988
(
39 )
Note 1, 2,
3
Note 2

Note 1: The difference between the comprehensive income of Vietnam Caesar Sanitary Wares Joint Stock Company and the gain on investment recognized by Sanitar Co., Ltd. was the net change of the unrealized gains or losses from upstream sale, which was NT$4,264,000.

Note 2: The gain (loss) on investment on the consolidated and parent company only statements were adjusted and amortized.

Note 3: The ratio of shares held as of the end of the period was 99.9993%

257

Sanitar Co., Ltd. Dec. 31, 2020

Information of Major Shareholders

Schedule 5

Name of Major Shareholder Shares Shares
Number of shares
held by the person
Shareholding
percentage
HSIAO, CHUN-HSIANG 5,013,581 6.90%
  • Note 1: Information of Major Shareholders is calculated based on the last business day of the quarter in which the shareholders held 5% or more of the Company's common and preferred shares (including Treasury shares). The number of shares in the consolidated financial statements may differ from the actual number of shares delivered due to different bases of computation.

  • Note 2: The above information is revealed by the trustee's opening of a trust account with individual subaccounts of the principal if the shareholder has delivered the shares to the trust. As for the shareholder's shareholding of more than 10% of insider shares reported under the Securities and Exchange Act, the shareholding includes the shareholding of the shareholder himself/herself plus the shareholding of the shareholder delivered to the trust and has the right to decide the use of the trust property, etc. Please refer to the Market Observation Post System for the information on insider shareholding reporting.

258

§DETAIL TABLES OF MAJOR ACCOUNTING ITEMS§

ITEM NO.
Detail Tables of Assets, Liabilities and Equity
Detail Table of Cash and Cash Equivalents Detail Table 1
Detail Table of Notes Receivable Detail Table 2
Detail Table of Accounts Receivable Detail Table 3
Detail Table of Inventory Detail Table 4
Detail Table of Prepayments Detail Table 5
Detail Table of the Changes in Non-current Detail Table 6
Financial Assets Measured at Fair Value
through Other Comprehensive Income
Detail Table of the Changes in Investment Detail Table 7
Accounted for Using Equity Method
Detail Table of the Changes in Property, Plant Note XI
and Equipment
Detail
Table
of
the
Changes
in
the Note XI
Accumulated
Depreciation
of
Property,
Plant and Equipment
Detail Table of the Changes in Right-of-use Note XII
Assets
Detail
Table
of
the
Changes
in
the Note XII
Accumulated Depreciation of Right-of-use
Assets
Detail Table of the Changes in Intangible Note XIII
Assets
Detail Table of Refundable Deposits Detail Table 8
Detail Table of Other Non-current Assets Note XIII
Detail Table of Accounts Payable Detail Table 9
Detail Table of Other Payables Note XVI
Detail Table of Other Current Liabilities Detail Table 10
Other
Detail Table of Lease Liabilities Detail Table 11
Detail Tables of Profit and Loss Items
Detail Table of Operating Revenue Detail Table 12
Detail Table of the Cost of Sales Detail Table 13
Detail Table of Other Operating Costs Detail Table 14
Detail Table of Operating Expenses Detail Table 15
Chart of Accounts for the Employee Benef its, Note XX
  • Chart of Accounts for the Employee Benefits, Depreciation, Depletion and Amortization Expenses in the Period

259

Sanitar Co., Ltd.

Detail Table of Cash and Cash Equivalents

Dec. 31, 2020

Detail Table 1 Unit: NT$ thousands unless otherwise specified

Item
Cash on hand and working
capital
Bank deposits
Checking deposit
Demand deposit
Summary Amount


$ 242
53,171
392
$ 53,805

260

Sanitar Co., Ltd.

Detail Table of Notes Receivable

Dec. 31, 2020

Detail Table 2

Unit: NT$ thousands

Name of Customer
Non-related parties
PuSanitary Ware and
Building Materials Co., Ltd.
HanConstruction Co., Ltd.
FengEnterprise Co., Ltd.
YongEnergy Co., Ltd.
Other (Note)
Summary
Payment for goods



Amount


$ 3,940
2,285
1,661
701
5,217
$ 13,804

Note: The balance of each account did not exceed 5% of the balance of the subject.

261

Sanitar Co., Ltd.

Detail Table of Accounts Receivable

Dec. 31, 2020

Detail Table 3

Unit: NT$ thousands

Name of Customer
Related parties
Chia-Ta-Hang Co., Ltd.
Vietnam Caesar Sanitary Wares Joint
Stock Company
Non-related parties
A Company
B Company
C Company
Other (Note)
Minus: Allowance for bad debts
Summary
Payment for goods

Payment for goods


Amount






(
$ 4,201
4,172
$ 8,373
$ 46,323
14,867
10,737
95,876
167,803

4,185)
$ 163,618

Note: The balance of each account did not exceed 5% of the balance of the subject.

262

Sanitar Co., Ltd.

Detail Table of Inventory

Dec. 31, 2020

Detail Table 4

Unit: NT$ thousands

Item
Merchandise inventory

Minus: Loss on the provision
for obsolete stocks


Dead Stock
Merchandise inventory
Minus:
Loss
on
the
provision
for
dead
stock


Cost
$ 165,403


698)

164,705

15,906


15,906)

-

$ 164,705
Lower of Cost or Market Lower of Cost or Market Lower of Cost or Market
Price drop
( $ 698 )


-

(
698)

(
15,906 )

-

(
15,906)

($ 16,604)
Premium

(

(






$ 88,139
-
88,139
-
-
-
$ 88,139

Note: The market price of inventory was based on net realizable value.

263

Sanitar Co., Ltd.

Detail Table of Prepayments

Dec. 31, 2020

Detail Table 5

Unit: NT$ thousands

Item
Other prepaid expenses
Prepayment for goods
Summary
Prepayment of insurance
premium, etc.
Inventory of supply
K Company
Z Company
Other
Amount





$ 1,204
981
$ 2,185
$ 8,688
1,665
1,495
$ 11,848

264

Sanitar Co., Ltd.

Detail Table of Non-current Financial Assets Measured at Fair Value through Other Comprehensive Income

Dec. 31, 2020s

Detail Table 6
Name of Security
Stock of domestic unlisted companies
Amsalp Biomedical Corporation
Number of shares
unit

154,700
Carrying amount
(NT$)
10
Unit: NT$ thousands (unless otherwise specified)
Fair value
Unit price (NT$)
Total
Provided as collateral or
pledge
1.69
$ 262
No
Unit: NT$ thousands (unless otherwise specified)
Fair value
Unit price (NT$)
Total
Provided as collateral or
pledge
1.69
$ 262
No
Unit price (NT$)
1.69

265

Sanitar Co., Ltd.

Detail Table of the Changes in Investment Accounted for Using Equity Method From Jan. 1 to Dec. 31, 2020

Detail Table 7

Unit: NT$ thousands (unless otherwise specified)

Name of the Investee Company
Foreign unlisted company
Vietnam Caesar Sanitary Wares
Joint Stock Company
Kai-Sheng Sanitary Wares Co.,
Ltd.
Beginning balance
Number of
shares
Amount
41,877
$ 1,340,484
-

-
$ 1,340,484
Beginning balance
Number of
shares
Amount
41,877
$ 1,340,484
-

-
$ 1,340,484
Increase in the fiscal year
Number of
shares
Amount
-
$ -
1,326

13,260
$ 13,260
Increase in the fiscal year
Number of
shares
Amount
-
$ -
1,326

13,260
$ 13,260
Decrease in the fiscal year
Number of
shares
Amount
Decrease
-Note
-
( $ 173,973 )
(Note
2)

-

-

($ 173,973)
Decrease in the fiscal year
Number of
shares
Amount
Decrease
-Note
-
( $ 173,973 )
(Note
2)

-

-

($ 173,973)
Share of the
profit or loss of
subsidiaries,
associates and
joint ventures
accounted for
using equity
method
$ 58,988
(
39)
$ 58,949
Ending balance Amount
$ 1,225,499
13,221
$ 1,238,720
Net value of equity (Note 1)
Unit price
(NT$)
Total
-
$ 1,241,978
-

13,221
$ 1,255,199
Net value of equity (Note 1)
Unit price
(NT$)
Total
-
$ 1,241,978
-

13,221
$ 1,255,199
Provided as
collateral or
pledge
Number of
shares
41,877

-

Number of
shares
-

1,326

Number of
shares
-

-

Number of
shares
41,877
1,326
Shareholding
percentage
100
(Note
3)

51

Unit price
(NT$)
-

-





(

(

(




No
No

Note 1: Calculated with the net value of the equity on the financial statements of the investee companies audited by CPAs, an d the shareholding percentage of the Company .

Note 2: This was composed of the exchange differences on translation of foreign financial statements of NT$85,864, 000 and the distribution of earnings by Vietnam Caesar Sanitary Wares Joint Stock Company , which was NT$88,109,000.

Note 3: The shareholding percentage was 99.993%.

Note 4: The difference between the net value and the carrying amount came from the unrealized gain on the upstream sale at the end of year, which was NT$16,479,000.

266

Sanitar Co., Ltd.

Detail Table of Refundable Deposits

Dec. 31, 2020

Detail Table 8
Item
Refundable deposits
Unit: NT$ thousands
Summary
Amount
Security deposits for warehouses,
offices, etc.
$ 1,099
Notes of refundable deposits
3,253
Other

368
$ 4,720

267

Sanitar Co., Ltd.

Detail Table of Accounts Payable

Dec. 31, 2020

Detail Table 9

Unit: NT$ thousands

Name
Non-related parties
A Company
B Company
C Company
D Company
E Company
Other (Note)
Summary
Payment for goods




Amount


$ 4,946
4,496
3,783
2,030
1,770
16,517
$ 33,542

Note: The amount of each account did not exceed 5% of the balance of the subject.

268

Sanitar Co., Ltd.

Detail Table of Other Current Liabilities Other

Dec. 31, 2020

Detail Table 10
Item
Tax payable
Advance received
Collections
Unit: NT$ thousands
Summary
Amount
Sales tax
$ 7,077
79
Deduction of premium for the
insurance of employees, etc.

377
$ 7,533

269

Detail Table 11
Item
Buildings
Sanitar Co., Ltd.
Detail Table of Lease Liabilities
Dec. 31, 2020
Summary
Lease period
Exhibition center
107/4/4~114/6/30
Discount rate
1.66%~1.89%
Ending balance
$ 35,895
Unit: NT$ thousands
Remarks

270

Sanitar Co., Ltd.

Detail Table of Operating Revenue

2020

Detail Table 12

Unit: NT$ thousands

Name
Porcelain

Water use
equipment

Automated
equipment

Bathtubs
Other

Other operating
revenue

Summary
Toilet bowls, water tanks,
basin stands and urinal
bowls, etc.
Taps, shower heads, shower
pillars, etc.
Computer toilet seat covers,
etc.
Mirrors and accessories, etc.
Income from management
services
Income from maintenance
Quantity
532,000 pcs

151,000 pcs
54,000 pcs
6,000 pcs




Amount





$ 709,649
232,305
204,018
27,849
268,499
1,442,320
14,907
14,169
29,076
$ 1,471,396

271

Sanitar Co., Ltd.

Detail Table of the Cost of Sales

2020

2020
Detail Table 13 Unit: NT$ thousands
Item Amount
Merchandise inventory at the beginning of the
period $ 155,949
Plus: net value of purchase in the period 1,006,521
Minus: Inventory short (
106 )
Minus: Inventory obsolescence (
421 )
Minus: Transferred into other operating costs
maintenance material fees (
3,999 )
Minus: Transferred into sales expenses
advertising fee (
18 )
Minus: Inventory at the end of the period (
181,309 )
Income from the sale of leftover materials (
11 )
Loss on inventory obsolescence 421
Inventory short 106
Loss from market price decline and obsolete
and slow-moving inventory 2,786
Cost of sales $ 979,919

272

Sanitar Co., Ltd.

Detail Table of Other Operating Costs

2020

2020 2020 2020
Detail Table 14
Unit: NT$ thousands
Item
Amount
Salary expenses
$ 34,307
Insurance premium
3,080
Maintenance fees
3,999
Other (Note)

4,193
$ 45,579


$ 34,307
3,080
3,999
4,193
$ 45,579

Note: The amount of each account did not exceed 5% of the balance of the subject.

273

Sanitar Co., Ltd.

Detail Table of Operating Expenses

2020

Detail Table 15

Unit: NT$ thousands

Item
Salary expenses

Transportation fee
Insurance premium
Advertising fee
Depreciation expense
Other (Note)


Expected credit losses
Marketing
expenses
$ 43,832
11,913
4,336
26,699
22,850
15,899

$ 125,529
Management
expenses
$ 53,994

22

4,360

30

9,895

18,457

$ 86,758
R&D
expenses
$ 5,286

70

403

-

60
2,184

$ 8,003

Total





















$ 103,112

12,005

9,099

26,729

32,805
36,540
220,290
2,270
$ 222,560

Note: The amount of each account did not exceed 5% of the balance of the subject.

274

  • 275 -

Stock Code: 1817

Sanitar Co., Ltd. and Its Subsidiaries

Consolidated Financial Statements and Accountant’s Audit Report 2020 & 2019

Address: 7F., No. 111-8, Xingde Rd., Sanchong Dist., New Taipei City Tel: (02)85123712

  • 276 -

Accountant's Audit Report

To Sanitar Co., Ltd.:

Audit opinion

I have audited the financial statements of Sanitar Co., Ltd. and Its Subsidiaries, which comprise the Consolidated Statements of Financial Position as as of Dec. 31, 2020 and Dec. 31, 2019, the Consolidated Statements of Comprehensive Income from Jan. 1 to Dec. 31, 2020 and from Jan. 1 to Dec. 31, 2019, Consolidated Statement of Change in Equity, Consolidated Statement of Cash Flows, and Consolidated Financial Statement Notes (including a summary of significant accounting policies).

In my opinion, the accompanying consolidated financial statements are properly drawn up in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), International Financial Reporting Interpretations Committee (IFRIC), and Standing Interpretations Committee (SIC) (hereinafter referred to as IFRSs) recognized and announced effectiveness by Financial Supervisory Commission (hereinafter referred to as FSC) so as to give a true and fair view of the consolidated financial position of the Sanitar Co., Ltd. and Its Subsidiaries as of December 2020 and 2019 and of the financial performance, changes in equity and cash flows of Sanitar Co., Ltd. and Its Subsidiaries from January 1 to December 31, 2020 and 2019.

Basis for audit opinion

I conducted my audit in accordance with Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and

  • 277 -

Generally Accepted Auditing Standards. My responsibilities under those standards are further described in the 'Accountant's responsibilities for the audit of the financial statements' section of our report. I am independent of Sanitar Co., Ltd. and Its Subsidiaries in accordance with the Accounting and Corporate Regulatory Authority Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities, and I have fulfilled my other ethical responsibilities in accordance with these requirements. I believe that t he audit evidence I have obtained is sufficient and appropriate to provide a basis for my opinion.

Key Audit Matter

The key auditing matter is which that, in my professional judgment, is most significant to my review of the Consolidated Financial Statements of Sanitar Co., Ltd. and Its Subsidiaries for 2020. Such matter has been considered in the process of examining the consolidated financial statements taken as a whole and forming an opinion thereon, and I do not express an opinion on the matter individually.

The following is the description of the key audit matter in the Consolidated Financial Statements of Sanitar Co., Ltd. and Its Subsidiaries for 2020:

Key Audit Matter: Authenticity in Sales to Specific Customers

Due to the significant audit risk associated with the revenue recognition under auditing standards, Sanitar Co., Ltd. and Its Subsidiaries are mainly dealing with distributors and have added significant sales from specific non-distributor customers, therefore, based on the consideration of the materiality of the financial statements, the authenticity in sales revenue from specific customers with high order amounts and significant new sales in the current year is considered as a key audit matter. Please refer to Notes 4(11) and 20 to the Parent Company Only Financial Statements.

In connection with the above key matter, I conducted the following principal audit procedures:

  1. To understand, evaluate and test the effectiveness of the design and implementation of the internal control system related to revenue recognition.

  2. To obtain a detailed sales breakdown from specific customers in fiscal 2020, verify the original orders, delivery notes, invoices and other related

  3. 278 -

documents of the relevant transactions, and verify with the recorded amounts to confirm the authenticity of the revenues.

  1. To obtain a breakdown of subsequent sales returns from specific customers, verify the related documents and examine the reasonableness of the returns.

Other Matters

Sanitar Co., Ltd. has prepared its Parent Company Only Financial Statements for the years ended December 31, 2020 and 2019, and I have provided my unqualified opinion on those statements for reference.

Responsibilities of management and directors for the consolidated financial

statements

Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs recognized and announced effectiveness by FSC, and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorized use or disposition.

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

The responsibilities of the governing body (including supervisors) include overseeing the financial reporting process of Sanitar Co., Ltd. and Its Subsidiaries

  • 279 -

Auditors’ responsibilities for the audit of the consolidated financial

statements

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

As part of an audit in accordance with GAAS, I exercise professional judgment and maintain professional skepticism throughout the audit. I also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for audit opinions. Because fraud may be related to conspiracy, forgery, deliberate omission, false statement or breach of internal control, the risk of a material misstatement caused by fraud which is not identified is higher than the risk of a material misstatement caused by any error.

  2. Obtain an understanding of internal controls 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 internal control effectiveness of Sanitar Co., Ltd. and Its Subsidiaries.

  3. Assess the appropriateness of management’s use of accounting policies and the reasonability of the accounting estimate and relevant disclosure.

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of Sanitar Co., Ltd. and Its Subsidiaries 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

  5. 280 -

disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause Sanitar Co., Ltd. and Its Subsidiaries to cease to continue as a going concern.

  1. Evaluate the overall presentation, structure and content of the consolidated financial statements (including the relevant notes), and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  2. I have obtained sufficient and appropriate evidence to audit the consolidated financial information of Sanitar Co., Ltd. and Its Subsidiaries to express an opinion on the Consolidated Financial Statements. I am responsible for the guidance, supervision and execution of the audit and for forming an audit opinion on Sanitar Co., Ltd. and Its Subsidiaries.

I communicate with the governing body regarding, among other matters, the planned scope and timing of the audit and significant audit findings (including any significant deficiencies in internal controls that we identify during our audit).

I have also provided the governing body with a statement that the independence-regulated personnel of the firm to which I am affiliated have complied with the Code of Ethics for Professional Accountants with respect to independence, and communicate with the governing body about all relationships and other matters (including related protective measures) that may be considered to affect the accountant's independence.

I have determined the key audit matter for the audit of the Consolidated Financial Statements of Sanitar Co., Ltd. and Its Subsidiaries for the year ended December 31, 2020 from the communications I have had with the governing body. I identified such matter in my auditor's report, except for those matters that are not permitted by law to be disclosed publicly or, in the rarest of circumstances, I decided not to communicate those matters in my auditor's report because I reasonably could expect the negative effect of such communicati on to outweigh the public interest.

  • 281 -

Deloitte & Touche Accountant SU, YU-XIU

FSC Approval Number: Jin-Guan-Zheng-Shen-Zi No.1040024195

Accountant WENG, BO-REN

FSC Approval Number: Jin-Guan-Zheng-Shen-Zi No. 1010028123

March 9, 2021

  • 282 -

Sanitar Co., Ltd. and Its Subsidiaries

Consolidated Statement of Financial Position

Dec. 31, 2020 & 2019

Unit: NT$ thousands

Code

1100
1136
1150
1170
1180
1200
1210
1220
130X
1419
1421
1479
11XX

1517
1600
1755
1780
1840
1915
1920
1990
15XX
1XXX

Code

2100
2130
2170
2200
2230
2280
2399
21XX

2570
2580
2645
25XX
2XXX

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

3XXX
Assets
Current assets
Cash and cash equivalents (Note IV, VI and XXV)
Financial assets measured at amortized cost – current (Note IV, VIII and
XXV)
Notes receivable, net (Note IV, IX and XXV)
Net value of accounts receivable (Note IV, IX, XX and XXV)
Accounts receivableRelated parties, net (Note IV, IX, XX, XXV and
XXVI)
Other accounts receivable (Note IV and XXV)
Other accounts receivableRelated parties (Note XXV and XXVI)
Income tax assets in the current period (Note XXII)
Inventory (Note IV, X and XXVII)
Other prepaid expenses
Prepayments for goods
Other current assetsother (Note XV)
Total of current assets
Non-current assets
Financial assets measured at fair value through other comprehensive
income - non-current (Note IV, VII and XXV)
Property, plant and equipment (Note IV, XII, XXVII and XXVIII)
Right-of-use assets (Note IV and XIII)
Intangible assets (Note IV and XIV)
Deferred income tax assets (Note IV and XXII)
Prepayments for business facilities (Note XXVIII)
Refundable deposits
Other non-current assetsother (Note XV)
Total of non-current assets
Total assets
Liabilities and Equity
Current liabilities
Short-term loans (Note XVI and XXV)
Contract liabilities - current (Note IV and XX)
Accounts payable (Note XVII and XXV)
Other payables (Note XVIII and XXV)
Current income tax liabilities (Note IV, XX and XXV)
Lease liabilities - current (Note IV and XIII)
Other current liabilitiesother (Note XXV)
Total of current liability
Non-current liabilities
Deferred income tax liabilities (Note IV and XXII)
Lease liabilities - non-current (Note IV and XIII)
Deposits received
Total of non-current liability
Total liability
Equity attributable to the owners of the Company (Note IV, XIX and XXII)
Share capital
Common shares
Additional paid-in capital
Retained earnings
Legal reserve
Special reserve
Unappropriated retained earnings
Total retained earnings
Other equity
Treasury shares
Total liabilities of the owners of the Company
Non-controlling interests
Total liabilities
Total of liability and equity
Dec. 31, 2020 %
6
2
1
9
-
-
-
-
26
-
1
1
46
-
43
5
-
3
2
-
1
54
100
14
-
3
4
2
1
-
24
7
2
-
9
33
29
11
9
6
22
37
9)
1)
67
-
67
100
Dec. 31, 2019
Amount
$ 164,816
56,199
13,804
226,984
4,201
2,257
5
-
652,151
9,505
30,751
12,510
1,173,183
262
1,096,721
136,307
5,474
63,646
45,474
7,754
20,192
1,375,830
$ 2,549,013
$ 344,442
5,412
70,200
107,290
51,373
12,919
8,404
600,040
170,786
62,402
258
233,446
833,486
726,000
277,452
220,568
166,030
565,898
952,496
237,459)
15,674)
1,702,815
12,712
1,715,527
$ 2,549,013
Amount
$ 238,566
46,888
14,519
226,806
3,419
2,836
5
7,486
512,549
7,824
7,484
7,043
1,075,425
-
1,189,276
146,625
6,634
46,335
41,565
7,119
15,026
1,452,580
$ 2,528,005
$ 346,140
8,714
91,510
113,451
16,409
14,915
3,451
594,590
176,566
63,316
276
240,158
834,748
726,000
277,452
202,583
146,675
506,566
855,824
166,030)
-
1,693,246
11
1,693,257
$ 2,528,005
%
















(
(
















(
(


















(

















(



10
2
1
9
-
-
-
-
20
1
-
-
43
-
47
6
-
2
2
-
-
57
100
14
-
4
4
1
1
-
24
7
2
-
9
33
29
11
8
6
20
34
7)
-
67
-
67
100

The notes attached are part of the consolidated financial report.

Chairperson: HSIAO, JUN-XIANG

Manager: CHEN, WEI-CHIH

Accounting Supervisor:CHEN, YU-CHUAN

  • 283 -

Sanitar Co., Ltd. and Its Subsidiaries

Consolidated Statement of Comprehensive Income

From Jan. 1 to Dec. 31, 2020 and from Jan. 1 to Dec. 31, 2019

Unit: NT$ thousands Except the earnings per share are in NT$

Code
Operating revenue (Note IV, XX
and XXVI)
4110
Sales revenue

4170
Sales return

4190
Sales allowances

4800
Other operating revenue

4000
Total operating
revenue
Operating costs (Note X and
XXI)
5110
Cost of sales

5800
Other operating costs

5000
Total operating costs

5900
Gross operating profit

Operating expenses (Note XXI)
6100
Marketing expenses

6200
Management expenses

6300
R&D expenses

6450
Expected credit losses

6000
Total operating
expenses
6500
Other income and expenses, net
(Note XXI)
6900
Net operating profit

Non-operating income and
expenses (Note IV)
7100
Interest income
7110
Rental income
7190
Other income
7230
Foreign exchange gain
7510
Interest expense

7590
Miscellaneous expenses

7000
Non-operating Total
income and
expenses
2020 %
102
(
1 )
(
2 )

1

100

(
66 )
(
2)

(
68)


32

(
11 )
(
8 )
(
1 )

-

(
20)


-


12


-

-

-

-

-

-


-
2019
Amount
$ 2,347,987
(
9,273 )
(
46,362 )

14,169


2,306,521

(
1,522,765 )
(
49,588)

(
1,572,353)


734,168


(
255,241 )
(
169,215 )
(
17,706 )
(
2,329)

(
444,491)

(
631)


289,046

4,779
530
1,733
1,740
(
8,125 )
(
128)


529
Amount
$ 2,389,950
(
28,829 )
(
38,285 )

12,090


2,334,926

(
1,588,252 )
(
44,991)

(
1,633,243)


701,683

(
270,248 )
(
165,849 )
(
17,223 )
(
1,860)

(
455,180)


210


246,713


4,654

2,286

1,261

2,035
(
8,067 )
(
3,339)

(
1,170)
%
102
(
1 )
(
2 )

1
100
(
68 )
(
2)
(
70)

30
(
11 )
(
7 )
(
1 )

-
(
19)

-

11

-

-

-

-

-

-

-

(Continued on the next page)

  • 284 -

(Continued from the previous page)

C o d e

7900
Net income before tax

7950
Income tax expense (Note IV
and XXII)
8000
Net income in the term

Other comprehensive income
(Note IV, XIX and XXII)
Items that will not be
reclassified to profit or
loss:
8316
Investment in equity
instruments
measured at
Unrealized gains or
losses measured at
FVTOCI
8360
Items that may be
reclassified subsequently
to profit or loss:
8361
Exchange differences
on translation of
foreign financial
statements
8399
income tax related to
the items that may
be reclassified
8300
Other comprehensive
income in the term
(net value after tax)
8500
Total comprehensive income in
the term
Net income attributable to:
8610
The owners of the Company
8620
Non-controlling interests

8600

The total comprehensive income
attributed to:
8710
The owners of the Company
8720
Non-controlling interests

8700

Earnings per share (Note XXIII)
9750
Basic

9850
Diluted
2020
A
m
o
u
n
t
$ 289,575
(
69,519)


220,056

(
2,738 )
(
85,866 )

17,173

(
71,431)

$ 148,625

$ 220,092
(
36)

$ 220,056

$ 148,663
(
38)

$ 148,625


$ 3.04
$ 3.03
  • 285 -

The notes attached are part of the consolidated financial report.

Chairperson: HSIAO, JUN-XIANG Manager: CHEN, WEI-CHIH Accounting Supervisor:CHEN, YU-CHUAN

  • 286 -


C o d e
A1
Balance as of Jan. 1, 2019
Appropriation and distribution of
earnings in 2018
B1
Legal reserve
B3
Special reserve
B5
Cash dividends for the
shareholders of the
Company
D1
Net income for 2019
D3
Other comprehensive income after
tax, 2019
D5
The total comprehensive income in
2019
Z1
Balance as of Dec. 31, 2019
Appropriation and distribution of
earnings in 2019
B1
Legal reserve
B3
Special reserve
B5
Cash dividends for the
shareholders of the
Company
O1
Cash dividends for shareholders
D1
Net income for 2020
D3
Other comprehensive income after
tax, 2020
D5
The total comprehensive income in
2020
E1
Cash capital increase

L1
Purchase of treasury shares

Z1
Balance as of Dec. 31, 2020
E
q
u
i
t
y
a
t
t
Sanitar Co., Ltd. and Its Subsidiaries
Consolidated Statement of Change in Equity
From Jan. 1 to Dec. 31, 2020 and from Jan. 1 to Dec. 31, 2019
r
i
b
u
t
a
b
l
e
t
o
t
h
e
o
w
n
e
r
s
Sanitar Co., Ltd. and Its Subsidiaries
Consolidated Statement of Change in Equity
From Jan. 1 to Dec. 31, 2020 and from Jan. 1 to Dec. 31, 2019
r
i
b
u
t
a
b
l
e
t
o
t
h
e
o
w
n
e
r
s
Sanitar Co., Ltd. and Its Subsidiaries
Consolidated Statement of Change in Equity
From Jan. 1 to Dec. 31, 2020 and from Jan. 1 to Dec. 31, 2019
r
i
b
u
t
a
b
l
e
t
o
t
h
e
o
w
n
e
r
s
Sanitar Co., Ltd. and Its Subsidiaries
Consolidated Statement of Change in Equity
From Jan. 1 to Dec. 31, 2020 and from Jan. 1 to Dec. 31, 2019
r
i
b
u
t
a
b
l
e
t
o
t
h
e
o
w
n
e
r
s
Sanitar Co., Ltd. and Its Subsidiaries
Consolidated Statement of Change in Equity
From Jan. 1 to Dec. 31, 2020 and from Jan. 1 to Dec. 31, 2019
r
i
b
u
t
a
b
l
e
t
o
t
h
e
o
w
n
e
r
s
o
f
t
h
e
C
o
m
p
a
n
y
Total
$ 1,699,730

-
-

166,980 )
179,851

19,355)

160,496

1,693,246
-
-

123,420 )
-

220,092


71,429)

148,663

-


15,674)

$ 1,702,815
Unit: NT$ thousands
Non-controlling
interests
Total equity
$ 10
$ 1,699,740
-
-
-
-

-
(
166,980 )
1
179,852

-
(
19,355)

1

160,497
11
1,693,257
-
-
-
-

-
(
123,420 )
(
1 ) (
1 )
(
36 )
220,056
(
2)
(
71,431)
(
38)

148,625

12,740

12,740

-
(
15,674)
$ 12,712
$ 1,715,527
Unit: NT$ thousands
Non-controlling
interests
Total equity
$ 10
$ 1,699,740
-
-
-
-

-
(
166,980 )
1
179,852

-
(
19,355)

1

160,497
11
1,693,257
-
-
-
-

-
(
123,420 )
(
1 ) (
1 )
(
36 )
220,056
(
2)
(
71,431)
(
38)

148,625

12,740

12,740

-
(
15,674)
$ 12,712
$ 1,715,527
Unit: NT$ thousands
Non-controlling
interests
Total equity
$ 10
$ 1,699,740
-
-
-
-

-
(
166,980 )
1
179,852

-
(
19,355)

1

160,497
11
1,693,257
-
-
-
-

-
(
123,420 )
(
1 ) (
1 )
(
36 )
220,056
(
2)
(
71,431)
(
38)

148,625

12,740

12,740

-
(
15,674)
$ 12,712
$ 1,715,527
S h a r e
c a p i t a l
A m o u n t
$ 726,000

-
-
-
-

-


-

726,000
-
-
-
-
-

-


-


-


-

$ 726,000

A d d i t i o n a l
paid-in capital
$ 277,452

-
-
-
-

-


-

277,452
-
-
-
-
-

-


-


-


-

$ 277,452
R
e
t
a
i
n
e
d
e
a
r


n
i
n
g
s
Unappropriated
retained
earnings
$ 514,876

(
25,401 )

4,220
(
166,980 )
179,851

-


179,851

506,566

(
17,985 )
(
19,355 )
(
123,420 )
-
220,092

-


220,092


-


-

$ 565,898
O
t
h
e
r
e
q
u
i
t
y
Unrealized gains
or losses on
financial assets
at fair value
through other
comprehensive
income

$ -

-
-
-
-

-


-


-
-
-
-
-
-
(
2,738)

(
2,738)


-


-

($ 2,738)
Treasury shares
$ -

-
-
-

-

-


-

-

-
-
-

-
-

-


-


-

(
15,674)

($ 15,674)
Exchange
difference arising
from translation of
foreign operation
financial
statements
( $ 146,675 )

-
-

-
-
(
19,355)

(
19,355)

(
166,030 )

-

-

-
-
-
(
68,691)

(
68,691)


-


-

($ 234,721)
N u m b e r o f
shares (1,000
s h a r e s )
72,600

-
-
-
-

-


-

72,600
-
-
-
-
-

-


-


-


-


72,600
Legal reserve
$ 177,182

25,401
-

-
-

-


-

202,583
17,985
-
-
-
-

-


-


-


-

$ 220,568
Special reserve
$ 150,895

-

(
4,220 )
-

-

-


-

146,675
-

19,355

-

-
-

-


-


-


-

$ 166,030




























(







(

(


(
(
(




(


(
(
(



(
(


(




(
(


(






(
(

(
(


(
(


(





(
(
(
(



(
(


(
(

(


(
$ 1,699,740
-
-

166,980 )
179,852

19,355)
160,497
1,693,257
-
-

123,420 )

1 )

220,056

71,431)
148,625
12,740

15,674)
$ 1,715,527

Unit: NT$ thousands

  • 287 -

The notes attached are part of the consolidated financial report.

Chairperson: HSIAO, JUN-XIANG

Manager: CHEN, WEI-CHIH Accounting Supervisor:CHEN, YU-CHUAN

  • 288 -

Sanitar Co., Ltd. and Its Subsidiaries

Consolidated Statement of Cash Flows

From Jan. 1 to Dec. 31, 2020 and from Jan’. 1 to Dec. 31, 2019

Unit: NT$ thousands

Code
Cash flow from operating activities
A10000
Net income before tax in the term

A20010
Income charges (credits)
A20100
Depreciation expense
A20200
Amortization expense
A20300
Expected credit losses
A20900
Interest expense
A21200
Interest income

A22500
Net income from the disposal
and obsolescence of property,
plant and equipment
A23700
Loss for market price decline and
obsolete
and
slow-moving
inventory
A23800
Gains
on
inventory
value
recoveries
A29900
Profit from lease modification

A30000
Net changes in operating assets and
liabilities
A31130
Notes receivable
A31150
Accounts receivable

A31160
Accounts receivable Related
parties
A31180
Other receivables
A31190
Other
receivables

related
parties
A31200
Inventory

A31220
Other prepaid expenses

A31230
Prepayments

A31240
Other current assets

A32125
Contract liabilities - current

A32150
Accounts payable

A32180
Other payables

A32230
Other current liabilities

A33000
Cash from operating activities
A33100
Interests received
A33300
Interests paid

A33500
Income tax paid

AAAA
Net cash inflow from operating
activities
2020
$ 289,575

107,789
2,004
2,329
8,125
(
4,779 )

(
91 )

2,427
-

(
244 )
715
(
2,512 )

(
782 )

580

-

(
142,029 )
(
1,681 )
(
23,267 )

(
5,467 )
(
3,302 )
(
21,310 )

(
5,904 )


4,953

207,129
4,778
(
8,182 )

(
33,113)


170,612
2019
$ 245,543
86,579
1,681
1,860
8,067
(
4,654 )
(
357 )
-
(
1,085 )
-
13,886
(
22,837 )
(
1,063 )
(
1,208 )
(
5 )
83,050
1,897
(
1,180 )
10,895
6,209
(
18,355 )
(
9,708 )

619
399,834
4,654
(
4,083 )
(
52,965)

347,440
  • 289 -

(Continued on the next page)

  • 290 -

(Continued from the previous page)

Code
Cash flow from investing activities
B00010
Acquisition
of
financial
assets
measured at fair value through
other comprehensive income
B00040
Increase in financial assets measured
at amortized cost
B02700
Purchase of property, plant and
equipment
B02800
Price for the disposal of property,
plant and equipment
B03700
Increase in refundable deposits

B03800
Decrease in refundable deposits
B04500
Acquisition of intangible assets

B06700
Increase in other non-current assets

B07100
Increase in prepayments for business
facilities
BBBB
Net cash outflow from investing
activities
Cash flow from financing activities
C00100
Increase in short-term loans
C00200
Decrease in short-term loans

C03100
Return of deposits received
C04020
Repayment of lease principal

C04500
Payment of dividends for the owners
of the Company
C04900
Redemption cost for treasury shares

C05800
Payment
of
cash
dividends
for
non-controlling interests
C09900
Increase in non-controlling interests

CCCC
Net cash outflow from financing
activities
DDDD Effect of the changes in exchange rate on
cash and cash equivalents
EEEE
Increase (decrease) in cash and cash
equivalents
E00100 Beginning balance of cash and cash
equivalents
E00200 Ending
balance
of
cash
and
cash
equivalents
2020
( $ 3,000 )

(
9,311 )

(
38,484 )

348
(
875 )

240
(
1,197 )

(
5,166 )

(
4,676)

(
62,121)

523,302
(
525,000 )
-

(
15,747 )

(
123,420 )

(
15,674 )
(
1 )

12,740

(
143,800)

(
38,441)

(
73,750 )

238,566

$ 164,816
2019
$ -
(
31,148 )
(
164,355 )
492
(
1,924 )
-
(
5,431 )
(
5,795 )
(
95,979)
(
304,140)
177,074
-
(
5 )
(
16,277 )
(
166,980 )
-
-

-
(
6,188)
(
10,488)
26,624

211,942
$ 238,566
  • 291 -

The notes attached are part of the consolidated financial report.

Chairperson: HSIAO, JUN-XIANG

Manager: CHEN, WEI-CHIH Accounting Supervisor:CHEN, YU-CHUAN

  • 292 -

Sanitar Co., Ltd. and Its Subsidiaries

Consolidated Financial Statement Notes

From Jan. 1 to Dec. 31, 2020 and from Jan. 1 to Dec. 31, 2019 (Unless otherwise specified, the basic unit for any amount shall be NT$ 1,000.)

I. Company history

Sanitar Co., Ltd. (hereinafter referred to as "the Company") was established in 1985 as Lian Tuo Co., Ltd. as a porcelain sanitary ware manufacturer and distributor, and was reorganized as San Yu Co., Ltd. on January 26, 1988. The Company was renamed Sanitar Co., Ltd. in 2003 and is mainly engaged in the sales of bathing equipment such as bathtubs, toilets, and copper water supply fittings.

In August 2011, the Company was approved by the Taipei Exchange (TPEx) to trade on the emerging stock market, and has been listed and traded on the Taiwan Stock Exchange (TWSE) since October 24, 2013.

The consolidated financial reports were expressed with the functional currency, New Taiwan Dollar, adopted by the Company. II. The date when the financial reports were authorized for issue and the process involved

  • The consolidated financial reports were approved by Board of

  • Directors on March 9, 2021.

  • III. Applicability of new issuing & revised standards and interpretation (1) First-time application of IFRSs recognized and announced effectiveness by FSC.

III. Applicability of new issuing & revised standards and interpretation

Except for the following statements, the application of IFRSs that are recognized and announced as effective by Financial Supervisory won’t cause any major changes to the accounting policies of the Consolidated Company:

Amendments to IAS 1 and IAS 8 —Definition of Material

The amendment applied to the Consolidated Company from January 1, 2020, switching to ''it could reasonably be expected to influence users'' as the materiality threshold and adjusting the disclosure in the consolidated financial statements to remove immaterial information that could obscure material information.

  • 293 -

  • (2) IFRSs recognized by the Financial Supervisory Commission ("FSC")

  • applicable in 2021

New/amended/revised standards and interpretations Amendments to IFRS 4 "Extension of Temporary Exemption from Applying IFRS 9 Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 "Interest Rate Benchmark Reform - Phase II”

Amendments to IFRS 16 “Covid-19 Related Rent Concessions”

Effective date published by IASB

Effective from the date of publication Effective for annual reporting periods beginning on or after January 1, 2021 Effective for annual reporting periods beginning on or after June 1, 2020

Amendments to IFRS 16 “Covid-19 Related Rent Concessions”

The amendment to IFRS 16, "Covid-19 Related Rent Concessions," provides that if the Consolidated Company enters into a rental agreement with a lessor directly related to Covid-19, when certain conditions are met, the Consolidated Company may elect the practical expedient of recognizing a reduction in lease payments in profit or loss upon the occurrence of the concession and reducing the lease liability accordingly.

The Consolidated Company has not yet entered into any rental agreements in connection with the foregoing in 2020, but will elect to apply the foregoing if such agreements occur in 2021.

  • (3) IFRSs announced by IASB but have not been approved as effective by the FSC

Effective date published by New/amended/revised standards and interpretations IASB (Note 1) “Annual Improvements for 2018-2020” Jan. 1, 2022 (Note 2) Amendments to IFRS 3 “Updating a Reference to the Conceptual Framework” Jan. 1, 2022 (Note 3) Amendments to IFRS 10/IAS 28 “Sales or TBD Contributions of Assets Between an Investor and Its Associate/Joint Venture IFRS 17 “Insurance Contracts” Jan. 1, 2023 Amendments to IFRS 17 Jan. 1, 2023 Amendments to IAS 1 “Classification of Liabilities Jan. 1, 2023 as Current or Non-current” Amendments to IAS 1 “Disclosure of Accounting Jan. 1, 2023 (Note 6) Policies”

  • 294 -

Amendments to IAS 8 “Definition of Accounting Jan. 1, 2023 (Note 7) Estimates” Amendments to IAS 16 “Property, Plant and Jan. 1, 2022 (Note 4) Equipment: Proceeds before Intended Use” Amendments to IAS 37 “Onerous Contracts—Cost Jan. 1, 2022 (Note 5) of Fulfilling a Contract”

  • Note 1: Other than being special specified, the above new issued/ amended/ revised standards or interpretation will be effective from the fiscal year after the dates for above.

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

  • Note 3: The amendments apply to business combinations for which the acquisition date begins on or after Jan. 1, 2022 in the annual reporting period.

  • Note 4: The amendments apply to the plant, property and equipment that will be in the location and condition necessary to achieve management's intended mode of operation beginning on or after Jan. 1, 2021.

  • Note 5: The amendments apply to contracts with all obligations outstanding as at Jan. 1, 2022.

  • Note 6: The amendments apply prospectively to annual reporting periods beginning on or after Jan. 1, 2023.

  • Note 7: The amendments apply to changes in accounting estimates and changes in accounting policies that occur in annual reporting periods beginning on or after Jan. 1, 2023.

  • Amendments to IFRS 10/IAS 28 “Sales or Contributions of Assets Between an Investor and Its Associate/Joint Venture

  • 295 -

The amendments provide that if the Consolidated Company sells or contributes assets to an associate/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 the full amount of the gain or loss arising from those transactions if the aforementioned assets or subsidiary meet the definition of ''business'' under IFRS 3 ''Business Combinations.”

Moreover, where the Consolidated Company sells or contributes assets to an associate/joint venture, or the Consolidated Company loses control of a subsidiary in a transaction with the associate/joint venture, but retains significant influence (or joint control) over the subsidiary, if the foregoing assets or subsidiary do not fall within the definition of "business" in IFRS 3, the Consolidated Company recognizes gains or losses arising from the transaction only to the extent that they are not related to the investor's interest in the associate/joint venture, i.e., the Consolidated Company's share of such gains or losses should be eliminated.

  1. Amendments to IAS 1 “Classification of Liabilities as Current or

  2. Non-current”

The amendments clarify that in determining whether a liability is classified as non-current, an assessment should be made as to whether the Consolidated Company has the right to defer settlement at the end of the reporting period until at least 12 months after the reporting period. If the Consolidated Company has such a right at the end of the reporting period, the liability is classified as non-current, regardless of whether the Consolidated Company expects to exercise the right. The amendments also clarify that if required to comply with certain conditions in order to have the right to defer settlement of its liabilities, the Consolidated Company must have followed the specified conditions as at the end of the reporting period, even if the lender

  • 296 -

tests whether the Consolidated Company has adhered to those conditions at a later date.

The amendments provide that for the purpose of liability classification, the aforementioned settlement means the extinguishment of a liability resulting from the transfer of cash, other economic resources or equity instruments of the Consolidated Company to the counterparty. However, if the terms of a liability may, at the option of the counterparty, result in the settlement of an equity instrument of the Consolidated Company, and if the option is separately recognized in equity in accordance with IAS 32 "Financial Instruments: Presentation," the foregoing terms do not affect the classification of the liability.

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

The amendments specify that the Consolidated Company shall determine the material accounting policy information to be disclosed based on the definition of material. Accounting policy information is material if it could reasonably be expected to influence the decisions that the primary users of general -purpose financial statements make on the basis of those financial statements. The amendments also clarify that:

  • (1) accounting policy information relating to immaterial transactions, other events or conditions is immaterial and that the Consolidated Company is not required to disclose such information.

  • (2) the Consolidated Company may judge relevant accounting policy information to be material because of the nature of the transactions, other events or conditions, even if the sums are not material.

  • (3) not all accounting policy information relating to significant transactions, other events or conditions is material.

  • In addition, the amendments cite examples of accounting

  • policy information that may be material if it relates to significant transactions, other events or conditions and if:

  • 297 -

  • (1) the Consolidated Company changes its accounting policy during the reporting period and the change results in a material change in financial statement information;

  • (2) the Consolidated Company selects its applicable accounting policy from the options permitted by the standard;

  • (3) the Consolidated Company, due to the absence of a specific standard, establishes an accounting policy pursuant to IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors";

  • (4) the Consolidated Company discloses a relevant accounting policy that requires the application of significant judgement or assumptions; or

(5) involve complex accounting requirements and users of the financial statements rely on such information to understand those significant transactions, other events or conditions.

  1. Amendments to IAS 8 “Definition of Accounting Estimates”

The amendments expressly state that the accounting estimates represent the monetary amounts in the financial statements that are subject to measurement uncertainty. In applying accounting policies, the Consolidated Company may need to measure items in the financial statements using monetary amounts that are not directly observable but must be estimated, and therefore measurement techniques and inputs are used to create accounting estimates for this purpose. The effect of changes in measurement techniques or inputs on accounting estimates that are not corrections of prior period errors are accounted for as changes in accounting estimates.

In addition to the impact described above, the Consolidated Company is continuing to evaluate the impact of amendments to other standards and interpretations on its financial position and financial performance as of the date of adoption and publication of these consolidated financial statements, which will be disclosed when the evaluation is completed.

IV. Summary and explanation of important accounting policies

  • 298 -

(1) Compliance statement

This consolidated financial report is prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS approved by the FSC.

  • (2) Basis of preparation

Except for the financial instruments evaluated at the fair price, the consolidated financial reports were prepared according to the historical costs.

Fair value measurement can be classified as level 1 to level 3 according to the observable degrees and importance of the relevant input values:

  1. Level 1 input value: It refers to the quoted price at the active market on the same asset or liability available on the measurement day (unadjusted).

  2. Level 2 input value: It refers to the direct (that is the price) or indirect (inferred from the price) observable input values on asset or liability other than the level 1 quoted price.

  3. Level 3 input value: Unobservable input value of asset or liability.

  4. (3) Standard in determining whether the asset or liability are current or

  5. non-current

Current assets include:

  1. Assets held mainly for transaction purposes;

  2. Assets to be realized within 12 months of the asset balance sheet; and

  3. Cash and cash equivalents (but not including cash used to exchange or clear liability within 12 months of the asset balance sheet).

Current liabilities include:

  1. Liabilities held mainly for transaction purposes;

  2. Liabilities due for payment within 12 months after the balance sheet date (a liability with long-term refinancing done or payment agreement rearranged also belongs to the current liabilities); and

  3. The business entity does not have an unconditional right to defer settlement of the liability for at least 12 months after the balance

  4. 299 -

sheet date. However, where the terms of the liabilities may, at the option of the counterparty, lead to the settlement by issuing an instrument of equity, the classification will not be affected. Assets or liabilities not classified within the above definitions will be classified as non-current assets and liabilities.

(4) Consolidation basis

The consolidated financial reports include the financial reports of the Company’s and the individual entity (subsidiary company) that is controlled by the Company. The subsidiary company’s financial reports have been adjusted to be consistent with its accounting policies and the accounting policies for the Consolidated Company. When preparing the consolidated financial reports, the transaction, account balance, income and expense among each individual have been eliminated. The total comprehensive income of the subsidiary company is attributing to the owners of the company and non-controlling interests even though the non-controlling interests become balance account of loss. The total comprehensive income of the subsidiary company belongs to the owner of the Company and non-controlling equity, even though it may cause the non-controlling equity to become the balance of total loss.

For details, shareholding ratio, and business items of the subsidiary, please refer to Note 11 and Schedule 4.

  • (5) Foreign currency

When financial reports are prepared by each company, currency (foreign currency) other than individual functional currencies used for transactions is translated into a functional currency record at the exchange rate on the trading day.

Foreign currency monetary items are translated at the closing rate on each balance sheet date. The exchange difference arising from the delivery of monetary items or the conversion of monetary items should be recognized in profit or loss in the current year.

The foreign currency non-monetary items measured at fair value are translated at the exchange rate of the day on which the fair value is determined. The resulting exchange differences are recognized in profit or loss of the year. However, when the change in fair value is

  • 300 -

recognized in other comprehensive income, the exchange differences arising therefrom should be recognized in other comprehensive income.

Foreign currency non-monetary items as measured at historical cost are translated at the exchange rate of the trading day and are not retranslated.

In preparing the consolidated financial statements, the assets and liabilities of foreign operators (including subsidiaries that operate in countries or currencies different from those of the Company) are translated into New Taiwan dollars at the exchange rate at each balance sheet date. Income and expense items are translated at average exchange rates for the period, with the resulting exchange differences included in other comprehensive income and attributed to the Company's owners and non-controlling interests, respectively.

  • (6) Inventory

Inventory includes raw materials, supplies, work in process, finished goods and merchandise inventory and is to be assessed by the cost and market value, except for inventory of same kind, the separate items shall be listed individually. The calculation of market value is the sales price minus the cost and the cost of inventory is calculated by weighted average method.

  • (7) Property, plant and equipment

Property, plant, and equipment are recognized by cost, and then measured by cost less accumulated depreciation and accumulated impairment loss.

Property, plant and equipment under construction are recognized at cost less accumulated impairment losses. Cost includes fees for professional services and borrowing costs eligible for capitalization. These assets are classified into the appropriate categories of property, plant and equipment and depreciation commences when they are completed and in their intended state of use.

The property, plant, and equipment are depreciated separately for each major part by the straight-line basis method over the life of service. The Consolidated Company reviews the estimated useful lives,

  • 301 -

residual values and depreciation methods at least at each year-end and defers the effect of changes in applicable accounting estimates.

The difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss when property, plant, and equipment are derecognized.

  • (8) Intangible assets

  • Acquired separately

Intangible assets with limited duration acquired separately were initially measured at cost and subsequently at cost less accumulated amortization and accumulated impairment losses. Intangible assets are amortized over their useful lives on a straight-line basis and the estimated useful lives, residual values and amortization method are reviewed at least at each year-end and the effect of changes in applicable accounting estimates is deferred. Intangible assets with indefinite useful lives are stated at cost less accumulated impairment losses.

  1. Derecognition

The difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss of the year when intangible assets are derecognized.

  • (9) Impairment of property, plant and equipment, right-of-use assets and intangible assets

The Consolidated Company assesses at each balance sheet date whether there is any indication that property, plant and equipment, right-of-use assets and intangible assets may have been impaired. If any sign of impairment exists, the recoverable amount of the asset is estimated. If it is impossible to estimate the recoverable amount of an individual asset, the Consolidated Company estimates the recoverable amount of the asset at the cash generating unit. Corporate assets are allocated to the smallest groups of cash-generating unit on a reasonable and consistent basis.

Intangible assets with indefinite useful lives and not yet available for use are tested for impairment at least annually and whenever there is an indication of impairment.

  • 302 -

The recoverable amount is the higher fair value less selling cost and use value. If the recoverable amount of an individual asset or cash generating unit is less than its carrying amount, the carrying amount of the asset or cash generating unit shall be reduced to its recoverable amount, with the impairment loss recognized in profit or loss.

When the following recoverable amount increases, the carrying amount of the asset or cash generating unit increases to the amount that can be recovered after the revision. However, the increased carrying amount shall not exceed that (minus amortization or depreciation) determined by the asset or cash generating unit where the impairment loss was not recognized in the previous year. The reversal of impairment loss is recognized in profit or loss.

  • (10) Financial instruments

Financial assets and financial liabilities are recognized in the Consolidated Statement of Financial Position when the Consolidated Company becomes a party to the contractual provisions of the instrument.

On initial recognition, financial assets and financial liabilities that are not measured at fair value through profit or loss are measured at fair value plus transaction costs that are directly attributable to the acquisition or issuance of the financial assets or financial liabilities. Transaction costs directly attributable to the acquisition or issue of financial assets or financial liabilities measured at fair value through profit or loss are recognized immediately in profit or loss.

1. Financial assets

The transaction practice of the financial assets adopts accounting recognition and de-recognition on the transaction day. (1) Measurement types

The types of financial assets held by the Consolidated Company are equity instruments measured at fair value through other comprehensive income and financial assets measured at amortized cost.

  • A. Financial assets measured at amortized cost

  • 303 -

The Consolidated Company's investments in financial assets are classified as financial assets carried at amortized cost if both of the following conditions are met:

  • a. they are held within an operating model whose objective is to hold the financial assets to collect the contractual cash flows; and

  • b. the contractual terms give rise to cash flows at a specific date, which are solely payments of principal and interest on the principal amount outstanding.

Financial assets measured at amortized cost (including cash and cash equivalents, notes receivable, accounts receivable and other receivables measured at amortized cost) are measured at amortized cost using the effective interest method to determine the total carrying amount less any impairment loss after initial recognition, with any foreign currency exchange gain or loss recognized in profit or loss.

Interest income is calculated by multiplying the effective interest rate by the total carrying amount of the financial assets, except in the following two cases:

  • a. Interest income on credit-impaired financial assets acquired or created is calculated by multiplying the credit-adjusted effective interest rate by the amortized cost of the financial assets.

  • b. Interest income is calculated by multiplying the effective interest rate by the amortized cost of the financial asset for financial assets that are not acquired or originated as credit-impaired but subsequently become credit-impaired.

  • Credit-impaired financial assets are those for which

  • the issuer or the debtor has experienced significant financial difficulty, default, a probability that the debtor may declare bankruptcy or other financial reorganization,

  • 304 -

or the disappearance of an active market for the financial asset as a result of financial difficulty.

  • 305 -

Cash equivalents include time deposits that are highly liquid, readily convertible into known amounts of cash and subject to a low risk of changes in value within 3 months from the date of acquisition, and are used to meet short-term cash commitments.

  • B. Investments in equity instruments measured at fair value through other comprehensive income

At initial recognition, the Consolidated Company has an irrevocable option to designate investments in equity instruments that are not held for trading and for which there is contingent consideration recognized by the acquirer of the business combination to be measured at fair value through other comprehensive income.

Investments in equity instruments measured at fair value through other comprehensive income are measured at fair value, with subsequent changes in fair value reported in other comprehensive income and accumulated in other equity. On disposal of investments, the cumulative gain or loss is transferred directly to retained earnings and is not reclassified to profit or loss.

Dividends on investments in equity instruments measured at fair value through other comprehensive income are recognized in profit or loss when the right to receive payments from the Consolidated Company is established, unless it is clear that the dividend represents a partial recovery of the cost of the investment.

(2) The impairment of financial assets

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

Accounts receivable are recognized as an allowance for loss based on expected credit losses during the period of duration. Other financial assets are first evaluated to

  • 306 -

determine whether there is a significant increase in credit risk since initial recognition. If not, they are recognized as an allowance for loss based on expected credit losses over 12 months, and if so, based on expected credit losses over the duration period.

Expected credit losses are the average credit losses weighted by the risk of default. The 12-month expected credit loss represents the expected credit loss arising from default events on a financial instrument that are possible within the 12 months after the reporting date, while the expected credit loss over the life of the instrument represents the expected credit loss resulting from all default events on a financial instrument that are possible over the expected life.

  • 307 -

For internal credit risk management purposes, the Company determines, without regard to the collateral held, that a default on a financial asset has occurred if:

  • A. there is internal or external information indicating that the debtor is unlikely to meet its obligations.

  • B. it is more than a certain number of days past due, unless there is reasonable and supportable information indicating that a deferred default basis is more appropriate.

All impairment losses on financial assets are reversed through an allowance account and do not reduce the carrying amount of the financial assets.

  • (3) Derecognition of financial assets

The Company derecognizes financial assets only when the contractual rights to the cash flows from the financial assets have lapsed or when the financial assets have been transferred and substantially all the risks and rewards of ownership of the assets have been transferred to other enterprises.

When financial assets are derecognized in their entirety at amortized cost, the difference between the carrying amount and the consideration received is recognized in profit or loss.

When investments in equity instruments measured at fair value through other comprehensive income are derecognized as a whole, the cumulative gain or loss is transferred directly to retained earnings and is not reclassified to profit or loss.

  1. Financial liabilities

  2. (1) Subsequent measurement

All of the financial liabilities should be measured at the amortized costs through effective interest rate.

  • (2) Derecognition of financial liabilities

  • When derecognizing the financial liabilities, the

  • difference between its book value amount and the consideration (including any non-cash asset transferred or the liability borne) paid will be recognized as income.

  • 308 -

(11) Income recognition

The Consolidated Company allocates the transaction price to each performance obligation after the performance obligation is id entified in the customer contract and recognizes revenue when each performance obligation is satisfied.

If the interval between the transfer of merchandises or services and the receipt of consideration is less than one year, no adjustment is made to the transaction price for the significant financing component of the contract.

  • 309 -

Merchandise sales revenue

Merchandise sales revenue is derived from the sale of sanitary ware products such as porcelain toilets and water faucets. The Consolidated Company recognizes revenue and accounts receivable at the shipping point because the customer has the right to set the price and use the products and has the primary responsibility for re-selling the products and bears the risk of obsolescence of the products from that point onwards.

(12) Lease

The Consolidated Company assesses whether a contract is (or contains) a lease at the contract inception date.

  1. Consolidated Company as lessor

If the lease clauses transfer nearly all risks and Compensation associated with the assets to the lessee, the lease shall be classified as finance lease. All other leases shall be classified as business lease.

Under operating leases, lease payments, net of lease incentives, are recognized as income on a straight-line basis over the term of the relevant lease. The original direct costs incurred in acquiring an operating lease are added to the carrying amount of the subject asset and recognized as an expense on a straight-line basis over the lease term.

  1. Consolidated Company as lessee

Right-of-use assets and lease liabilities are recognized at the inception date of the lease, except for leases of low-value subject assets to which a recognition exemption applies and short -term leases where lease payments are recognized as an expense on a straight-line basis over the lease term.

Right-of-use assets are measured initially at cost (comprising the original measurement of the lease liability, lease payments made prior to the commencement date of the lease less lease incentives received, original direct cost and estimated cost to reinstate the subject asset) and subsequently at cost less accumulated depreciation and accumulated impairment losses,

  • 310 -

with adjustments for remeasurement of the lease liability. Right-of-use assets are presented separately on individual balance sheets.

Right-of-use assets are depreciated on a straight-line basis from the commencement date of the lease to the earlier of the end of the useful life or the end of the lease term.

Lease obligations are measured initially at the present value of the lease payments (comprising fixed payments, effective fixed payments, variable lease payments dependent on indices or rates, amounts expected to be paid by the lessee under residual guarantees, exercise prices of purchase options where there is reasonable assurance that they will be exercised, and lease termination penalties reflected in the term of the lease, less lease incentives received). If the implied interest rate of the lease is readily determinable, the lease payments are discounted using that rate. If the rate is not readily determinable, the lessee's incremental borrowing rate is used.

Subsequently, lease liabilities are measured on an amortized cost basis using the effective interest method and interest expense is amortized over the lease term. If there is a change in the lease term, future lease payments as a result of variations in the expected payments under the residual guarantee, the evaluation of the purchase option on the subject asset, or changes in the index or rate used to determine lease payments, the Consolidated Company remeasures the lease liability and adjusts the right-of-use asset accordingly, except that if the carrying amount of the right -of-use asset is reduced to zero, the remaining remeasurement amount is recognized in profit or loss. Lease liabilities are presented separately on the Consolidated Statement of Financial Position.

Rentals under leases that do not depend on changes in indices or rates are recognized as an expense in the period in which they are incurred.

(13) Income tax

  • 311 -

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

  1. Current income tax

The additional income tax on the undistributed surplus calculated in accordance with the Income Tax Act shall be included in the income tax expense for the year of resolution of the shareholders' meeting.

The adjustment of income tax payable in the previous year shall be included in the current income tax.

  1. Deferred income tax

Deferred income tax is calculated based on the temporary differences between the carrying amount of assets and liabilities on the books and the basis for the calculation of taxable income.

Deferred tax liabilities are generally recognized for all temporary differences in taxable income, while deferred income tax assets are recognized when there is a high likelihood that the taxable income will be used as a tax deduction for deductible temporary differences.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, except where the Consolidated Company is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax assets are recognized for deductible temporary differences associated with such investments only to the extent that it is probable that sufficient taxable income will be available to allow the temporary differences to be realized and to the extent that reversal is expected in the foreseeable future.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced for those where it is no longer probable that there will be sufficient taxable income to allow all or part of the assets to be recovered. Deferred income tax assets not previously recognized as such are also reviewed at each balance sheet date and the carrying amount is increased for

  • 312 -

those where it is probable that taxable income will be available to recover all or part of the assets.

Deferred income tax assets and liabilities are measured by the tax rate of the expected liabilities settlement or assets realization in the current period, according to the tax rate and the tax law which have been legalized or substantively legalized on the balance sheet date. The measurement of deferred tax liabilities and assets reflects the tax consequences of the way in which the Consolidated Company is expected to recover or pay off the carrying amount of its assets and liabilities on the balance sheet date.

3. Current and deferred tax

The current and deferred tax are recognized in profit or loss, provided that the current and deferred tax in relation to the items recognized in other comprehensive income or directly included in equity are recognized in other comprehensive income or directly included in equity, respectively.

V. Primary sources of uncertainty in major accounting judgments, estimates, and assumptions

When the Consolidated Company adopts an accounting policy, management must make relevant judgments, estimates, and assumptions of relevant information that is difficult to obtain from other sources based on historical experience and other relevant factors.

The Consolidated Company has included the economic impact of the COVID-19 outbreak in the consideration of significant accounting estimates and management will review the estimates and underlying assumptions on an ongoing basis. If an amendment to an estimate affects only the current period, the amendment is recognized in the period in which it is made. If an amendment to an accounting estimate affects both the current and future periods, the amendment is recognized in both the current and future periods.

VI. Cash and cash equivalents

==> picture [425 x 26] intentionally omitted <==

  • 313 -
Checks and fixed deposit

Cash equivalents
Time deposits with original
maturity
within
three
months

145,480

17,513

$ 164,816
188,512
48,179
$ 238,566
  • 314 -

VII. Financial assets measured at fair value through other comprehensive

income - non-current

income-non-current
Investments in equity instruments
measured at fair value through
other comprehensive income
Stock of unlisted companies
Amsalp Biomedical Corporation
Dec. 31,2020
$ 262
Dec. 31,2019
$ -

The Consolidated Company invests in the above-mentioned subjects for medium- and long-term strategic purposes and expects to make profits from the long-term investments. The management of the Consolidated Company considers that it would be inconsistent with the aforementioned long-term investment plan to include short-term fair value fluctuations of these investments in profit or loss, and therefore chooses to designate these investments as measured at fair value through other comprehensive income.

The Consolidated Company's investments in equity instruments measured at fair value through other comprehensive income are not pledged.

VIII. Financial assets measured at amortized cost

Current
Time
deposits
with
original
maturity over three months
Notes and accounts receivable
Notes receivable
Generated
from
operating
activities
Accounts receivable
Non-related parties
Minus: allowance for loss
Related parties
Dec. 31,2020
$ 56,199
Dec. 31,2020
$ 13,804
$ 231,415
(
4,431)
$ 226,984
$ 4,201
Dec. 31,2019 Dec. 31,2019
$ 46,888
Dec. 31,2019


(



(

$ 14,519
$ 228,834

2,028)
$ 226,806
$ 3,419

IX. Notes and accounts receivable

The average credit period for the Consolidated Company's merchandise sales ranges from 30 to 90 days, and no interest is charged

  • 315 -

on accounts receivable. To mitigate credit risk, the management of the Consolidated Company assigns a dedicated team to ensure that appropriate actions are taken to collect overdue receivables. In addition, the Consolidated Company reviews the recoverable amounts of receivables on a case-by-case basis at the balance sheet date to ensure that appropriate impairment losses are recorded for uncollectible receivables. Accordingly, the Consolidated Company's management believes that the Consolidated Company's credit risk has been significantly reduced.

The Consolidated Company uses the simplified approach of IFRS 9 to recognize an allowance for losses on accounts receivable based on lifetime expected credit losses. The lifetime expected credit losses are calculated using an provision matrix, which takes into account the customer's past default history and current financial position, the economic situation of the industry, as well as the GDP forecast and industry outlook, and classifies customers into different risk groups and recognizes an allowance for losses based on the expected loss rate of each group.

If there is evidence that the counter-party is in serious financial difficulty and the Consolidated Company cannot reasonably expect to recover the amount, such as when the counter-party is in liquidation, the Consolidated Company will directly write off the related accounts receivable, but will continue to conduct recourse actions and recognize the amount recovered in profit or loss as a result of the recourse.

The Consolidated Company's allowance for losses on accounts receivable based on the provision matrix is summarized as follows: Dec. 31, 2020

Dec. 31, 2020
Total carrying
amount

Allowance for loss
(Expected credit
loss in the
duration)

Amortized cost
Within normal
credit period
$ 228,043

(
1,986)

$ 226,057
Overdue
1-180 days
$ 6,101


1,159)

$ 4,942
Overdue
Over 180 days
$ 1,472
(
1,286)

$ 186
Total

(

(

(

(
$ 235,616

4,431)
$ 231,185
  • 316 -

Dec. 31, 2019

Dec. 31, 2019
Total carrying
amount

Allowance for loss
(Expected credit
loss in the
duration)

Amortized cost
Within normal
credit period
$ 227,608

(
1,308)

$ 226,300

O
1
v e r d u e
-1 8 0 d a y s


O v e r d u e
Over 180 days
$ 406
(
326)

$ 80
Total

(

(
$ 4,239

394)
$ 3,845

(
$ 232,253

2,028)
$ 230,225

Information on the changes in allowance for losses on notes receivable, accounts receivable and overdue receivables is as follows:

Beginning balance

Plus: Impairment losses
recognized in the period
Minus: Reversal of
impairment losses in the
current period
Differences from translation
of foreign currencies
Ending balance
2020
notes receivable
$ -

-
-

-

$ -
accounts
receivable
$ 2,028

2,429
-

26)

$ 4,431
overdue
receivables



(
$ 1,445
-
(
100 )
(
21)
$ 1,324
  • 317 -
Beginning balance

Plus: listed impairment losses
in the period
Differences from translation
of foreign currencies
Ending balance
2019
notes receivable
$ -

-

-

$ -
accounts
receivable
$ 516

1,521

9)

$ 2,028
overdue
receivables



(


$ 1,112
339
(
6)
$ 1,445

The Consolidated Company's notes receivable, accounts receivable and overdue receivables are not pledged.

X. Inventory

Inventory
Raw materials
Work in progress
Finished goods
Merchandise inventory
Dec. 31,2020
$ 146,386
52,044
256,052
197,669
$ 652,151
Dec. 31,2019








$ 118,754
28,558
188,714
176,523
$ 512,549

The allowance for loss for market price decline and obsolete inventory was $36,660 thousand and $35,658 thousand as of December 31, 2020 and 2019, respectively.

Cost of sales related to inventory for fiscal 2020 and 2019 are as follows:

follows:
Loss for market price decline and
obsolete and slow-moving inventory
(gain from price recovery)
Inventory short (over)
Loss on inventory obsolescence
Income from the sale of leftover
materials
2020
$ 2,427
(
873 )
470
(
11)
$ 2,013
2019
( $ 1,085 )
3,489
8,352
(
115)
$ 10,641

Please refer to Note 27 for the amount of inventory set by the Consolidated Company as collateral for the loan facility.

The increase in the net realizable value of the Consolidated Company's inventory in fiscal 2019 was due to the increase in the selling price of inventory.

  • 318 -

XI. Subsidiaries

(1) Subsidiaries included in the consolidated financial statements

The principal structure of the preparation of the Consolidated Financial Statements is as follows:

Name of the Investment
Company
Sanitar Co., Ltd.

Sanitar Co., Ltd.
Name ofSubsidiary
Vietnam Caesar Sanitary
Wares Joint Stock
Company

Kai Sheng Sanitary Ware Co.,
Ltd.
Nature of
Business
Manufacturing
and sale

Manufacturing
and sale
Shareholding
percentage
Shareholding
percentage
2020
Dec. 31
99.9993%
51%

2019
Dec. 31
99.9993%
-

On November 4, 2020, the Board of Directors resolved to establish Kai Sheng Sanitary Ware Co., Ltd. as a distribution base in Taoyuan through investment by the Sanitar Co., Ltd. of the Consolidated Company. The total capital is $50,000 thousand, divided into 5,000,000 shares at NT$10 per share, and authorized to be issued by the Board of Directors in several installments. Sanitar Co., Ltd. invested $13,260 thousand and holds 51% of the shares, while the remaining 49% o f the shares are held by non-affiliated parties. After considering the voting rights held by other shareholders, the Consolidated Company was considered to have the actual ability to direct the relevant activities of Kai Sheng Sanitary Ware Co., Ltd. Since Kai Sheng Sanitary Ware Co., Ltd. was established in December 2020 and has no significant operating activities, Kai Sheng Sanitary Ware Co., Ltd.'s own financial statements were adopted for the preparation of the Consolidated Financial Statements.

(2) Subsidiaries not included in the consolidated financial statements: None.

XII. Property, plant and equipment

Cost
Balance on Jan. 1,
2020

Increment
Disposal
Recategorized
Net
exchange
differences

Balance on Dec. 31,
2020


Accumulated
depreciation

Balance on Jan. 1,
2020
S elf-owned land Buildings Machinery
equipment
Transportation
equipment
Transportation
equipment
Other
equipment
Leasehold
improvements
Leasehold
improvements

C
onstruction-in-
progress
Total





$ 243,280

-
-
-
-

$ 243,280

$ -

(

$ 797,729

6,063
-
2,344

35,920)

$ 770,216

$ 147,188

(

$ 491,947

8,594
-

767

32,567)

$ 468,741

$ 261,715

(
(

$ 59,416

9,679

1,073 )
-

2,108)

$ 65,914

$ 32,052

(
(

$ 23,573

52

266 )
-

947)

$ 22,412

$ 10,844

(
(

$ 15,303

7,046

380 )
10,572


53)

$ 32,488

$ 3,953


(
(

$ 13,780

7,050

-


13,116 )

124)

$ 7,590

$ -

(

(

$ 1,645,028
38,484

1,719 )

567

71,719)
$ 1,610,641
$ 455,752
  • 319 -
Depreciation expense
Disposal

Net
exchange
differences

Balance on Dec. 31,
2020


Net on Dec. 31, 2020

Cost
Balance on Jan. 1,
2019

Increment
Disposal
Recategorized
Net
exchange
differences

Balance on Dec. 31,
2019
-
-
-
(
$ -

$ 243,280

$ 243,280

-
-
(
-
-
(
$ 243,280
31,731
-

8,556)
(
$ 170,363

$ 599,853

$ 515,618

9,555

163 ) (
284,076

11,357)
(
$ 797,729
39,563
-
(

18,731)
(
$ 282,547

$ 186,194

$ 432,975

8,149

1,069 ) (
61,012

9,120)
(
$ 491,947
7,222

844 ) (

958)
(
$ 37,472

$ 28,442

$ 49,217

7,091

3,228 ) (
6,911

575)
(
$ 59,416
3,072

238 ) (

506)
(
$ 13,172

$ 9,240

$ 12,519

5,487

327 )
6,188

294)

$ 23,573
6,798

380 )

5)

$ 10,366

$ 22,122

$ 14,003

1,300

-
-
(
-

$ 15,303
-

-
(
-
(
$ -

$ 7,590

$ 161,424

132,773
-
(

281,389 )
972
(
$ 13,780
88,386

1,462 )

28,756)
$ 513,920
$ 1,096,721
$ 1,429,036
164,355

4,787 )

76,798

20,374)
$ 1,645,028

(Continued on the next page)

  • 320 -

(Continued from the previous page)

Accumulated
depreciation

Balance on Jan. 1,
2019

Depreciation expense
Disposal

Net
exchange
differences

Balance on Dec. 31,
2019


Net on Dec. 31, 2019
S elf-owned land Buildings Machinery
equipment
Transportation
equipment
Transportation
equipment
Other
equipment
Leasehold
improvements
Leasehold
improvements

C
onstruction-in-
progress
Total







$ -

-
-

-

$ -

$ 243,280

(
(

$ 128,090

21,410

163 )

2,149)

$ 147,188

$ 650,541

(
(

$ 230,676
36,957

1,069 )

4,849)
$ 261,715
$ 230,232

(
(

$ 28,930

6,447

3,093 )

232)

$ 32,052

$ 27,364

(
(

$ 8,315

2,987

327 )

131)

$ 10,844

$ 12,729




$ 984

2,969

-
-

$ 3,953

$ 11,350



$ -

-
-

-

$ -

$ 13,780

(
(

$ 396,995
70,770

4,652 )

7,361)
$ 455,752
$ 1,189,276

There is no indication of impairment of property, plant and equipment listed above in fiscal 2020 and 2019 as assessed by management.

Depreciation expense is calculated through straight-line basis according to the following years:

to the following years:
Buildings
Main office building 50-55 years
Factory building 50 years
Distribution center 35 years
Others 2-50 years
Machinery equipment 1-25 years
Transportation equipment 4-25 years
Other equipment 1-10 years
Leasehold improvements 5 years

Please refer to Note 27 for the amount of property, plant and equipment pledged as collateral for the loan amount.

The Company leases the roof of its factory in Zaoqiao Township for the installation and operation of a solar photovoltaic system to generate electricity for sale to Taiwan Power Company. The lessee does not have a preferential right to purchase the asset at the end of the lease period. The lease period is from the commercial operation date of the solar power system on March 14, 2019 to the end of 20 years. At the end of the lease term, the lessee does not have a preferential right to acquire the asset.

The total future lease payments to be received under operating leases are as follows

are as follows
The 1st year
The 2nd year
The 3rd year
2020
$ 530
530
530
2019
$ 530
530
530
  • 321 -
The 4th year The 4th year 530 530
The 5th year 530 530
Over 5 years 6,890 7,420
$ 9,540 $ 10,070
XIII.
Lease agreement
(1)
Lands Buildings Total
Cost
Balance on Jan. 1, 2020
$ 119,583 $ 55,391
$ 174,974
Increment - 25,746 25,746
Disposal - ( 16,612 ) ( 16,612 )
Net exchange differences
( 7,825) ( 938)
( 8,763)
Balance on Dec. 31, 2020 $ 111,758 $ 63,587
$ 175,345
Accumulated depreciation
Balance on Jan. 1, 2020
$ 16,046 $ 12,303
$
28,349
Depreciation expense 3,124 16,279 19,403
Disposal - ( 7,101 ) ( 7,101 )
Net exchange differences
( 1,178) ( 435)
( 1,613)
Balance on Dec. 31, 2020 $ 17,992 $ 21,046
$
39,038
Net on Dec. 31, 2020
$ 93,766 $ 42,541
$ 136,307
Cost
Balance on Jan. 1, 2019
$ - $ -
$
-
Effect of the first-time
application of IFRS 16 121,693 32,494 154,187
Increment - 23,222 23,222
Disposal - ( 75 ) ( 75 )
Net exchange differences
( 2,110) ( 250)
( 2,360)
Balance on Dec. 31, 2019 $ 119,583 $ 55,391
$ 174,974
Accumulated depreciation
Balance on Jan. 1, 2019
$ - $ -
$
-
Effect of the first-time
application of IFRS 16 13,066 - 13,066
Depreciation expense 3,284 12,525 15,809
Disposal - ( 75 ) ( 75 )
Net exchange differences
( 304) ( 147)
( 451)
Balance on Dec. 31, 2019 $ 16,046 $ 12,303
$
28,349
Net on Dec. 31, 2019
$ 103,537 $ 43,088
$ 146,625
  • 322 -

  • (2) Lease liabilities

Dec. 31, 2020 Dec. 31, 2019 Dec. 31, 2019
Carrying amount of lease
liabilities
Current $ 12,919 $ 14,915
Non-current $ 62,402 $ 63,316
Discount rate ranges of lease liabilities are as follows:
2020 2019
Lands 8.37% 8.37%
Buildings 1.66%~8.37% 1.79%~8.37%

(3) Other leasing information

Other leasing information
Lease expenses of low-value
assets
Changed
lease
payment
expenses not considered in
the measurement of lease
liabilities
Total cash outflow from lease
2020
$ 706
$ 508
$ 17,339)
2019


(


(
$ 1,804
$ 164
$ 18,486)

The Consolidated Company has elected to apply the exemption from recognition to leases of Office equipment that qualify as short-term leases and leases of Office equipment that qualify as low-value asset leases and not to recognize the related right-of-use assets and lease liabilities for these leases.

XIV. Intangible assets

Intangible assets
Cost

Balance on Jan. 1, 2020

Acquired separately
Disposal

Net exchange differences

Balance on Dec. 31, 2020

Accumulated amortization
Balance on Jan. 1, 2020

Amortization expense
Disposal

Net exchange differences

Balance on Dec. 31, 2020
T r a d e m a r k
r
i
g
h
t
s
$ 8,572

-
(
8,572 )


-

$ -

$ 8,572

-
(
8,572 )


-

$ -
C o s t
o f
c o m p u t e r
s o f t w a r e
$ 14,239

1,197
(
2,200 )

(
769)

$ 12,467

$ 7,605

2,004
(
2,200 )

(
416)

$ 6,993
T
o
t
a
l
$ 22,811
1,197
(
10,772 )
(
769)
$ 12,467
$ 16,177
2,004
(
10,772 )
(
416)
$ 6,993
  • 323 -

  • Net on Dec. 31, 2020 $

$ 5,474 $ 5,474

(Continued on the next page)

  • 324 -

(Continued from the previous page)

Cost

Balance on Jan. 1, 2019

Acquired separately
Disposal
Net exchange differences

Balance on Dec. 31, 2019

Accumulated amortization
Balance on Jan. 1, 2019

Amortization expense
Disposal
Net exchange differences

Balance on Dec. 31, 2019

Net on Dec. 31, 2019
T r a d e m a r k
r
i
g
h
t
s
$ 8,572

-
-


-

$ 8,572

$ 8,572

-
-


-

$ 8,572

$ -
C o s t
o f
c o m p u t e r
s o f t w a r e
$ 9,852

5,431
(
810 )

(
234)

$ 14,239

$ 6,831

1,681
(
810 )

(
97)

$ 7,605

$ 6,634
T
o
t
a
l






$ 18,424
5,431
(
810 )
(
234)
$ 22,811
$ 15,403
1,681
(
810 )
(
97)
$ 16,177
$ 6,634

Amortization expenses were calculated and recognized using straight line basis with the following service lives:

Trademark rights 20 years Computer software 1-8 years

XV. Other assets

Other assets
Current
Input tax
Others
Non-current
Long-term prepaid expenses
Overdue receivables
Minus: Allowance for bad debts
Dec. 31,2020
$ 11,922

588
$ 12,510
$ 20,192
1,324
(
1,324)
$ 20,192
Dec. 31,2019




(




(
$ 6,641
402
$ 7,043
$ 15,026
1,445

1,445)
$ 15,026
  • 325 -

XVI. Short-term loans

Short-term loans
Secured loan(Note XXVII)
Bank borrowings
Dec. 31,2020
$ 344,442
Dec. 31,2019
$ 346,140

The interest rates on revolving bank loans ranged from 0.85% to 1.25% and 1.07% to 3.10% in 2020 and Dec. 31, 2019, respectively. XVII. Accounts payable

Accounts payable
Accounts payable
Generated
from
operating
activities
Dec. 31,2020
$ 70,200
Dec. 31,2019
$ 91,510

XVIII. Other payables

Other payables
Salaries and bonuses payable
Employee bonuses payable
Compensation of directors and
supervisors payable
Gas bills payable
Freight charges payable
Advertising expenses payable
Other
Dec. 31,2020
$ 54,587
8,749
5,833
5,388
3,565
3,092
26,076
$ 107,290
Dec. 31,2019




$ 52,337
7,303
4,869
7,775
4,277
3,528
33,362
$ 113,451

XIX. Equity

(1) Share capital

Share capital
Rated number of shares (1,000
shares)
Rated share capital
Paid-in shares (1,000 shares)
Issued shares
Dec. 31,2020

100,000
$ 1,000,000

72,600
$ 726,000
Dec. 31,2019






100,000
$ 1,000,000
72,600
$ 726,000

The issued common stock has a par value of $10 per share and each share is entitled to one vote and the right to receive dividends.

  • 326 -

(2) Additional paid-in capital

Additional paid-in capital
Dec. 31,2020 Dec. 31,2019
Can be used to make up losses,
to issue cash dividends or to
add into share capital(Note)
Share premium $ 254,700 $ 254,700
Premium on capital stock due
to merger 9,481 9,481
Cannot be used for any purpose
Cost of employee stock options 13,271 13,271
$ 277,452 $ 277,452
Note:
Such additional paid-in capital may be used to cover losses
or, when the company is not losing money, to make cash payments
or to capitalize share capital, provided that the capitalization is
limited to a certain percentage of paid-in share capital each year.
  • (3) Retained earnings and dividend policies

In accordance with the distribution policy of the Consolidated Company's Articles of Incorporation, if there is any after-tax net income in the annual consolidated financial statements, the accumulated deficit (including the adjustment of the Unappropriated retained earnings Amount) shall first be offset and 10% shall be set aside as legal reserve in accordance with the law. However, the legal reserve shall not be used when the accumulated legal reserve has reached the total paid-in capital of the Consolidated Company. The Board of Directors shall prepare a resolution for the distribution of the remaining earnings, together with the Unappropriated retained earnings (including the adjustment of the Unappropriated retained earnings Amount) at the beginning of the period. The Board of Directors shall prepare a resolution on the appropriation of earnings and submit it to the shareholders for resolution on the distribution of dividends to shareholders.

The dividend policy of the Consolidated Company is based on current and future development plans, consideration of the inves tment environment, capital requirements and domestic and international competition, as well as the interests of shareholders. Dividends may be distributed to shareholders in cash or in stock, with cash dividends not

  • 327 -

less than 10% of the total stock dividends, except when the stock dividends are less than one dollar per share.

The legal reserve shall be set aside until the balance reaches the total paid-up capital of the Company. The statutory reserve may be applied to make up losses. If the Company is not in deficit, the excess of the legal reserve over 25% of the total paid-in capital may be distributed in cash in addition to capitalization.

The Company has appropriated and reversed the special reserve in accordance with Jin-Guan-Zheng-Fa-Zi Letter No. 1010012865, Jin-Guan-Zheng-Fa-Zi Letter No. 1010047490, Jin-Guan-Zheng-Fa-Zi Letter No. 1030006415 and the “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs.”

The Company of Consolidated Company held its regular shareholders' meetings on May 28, 2020 and June 20, 2019, and resolved to approve the earnings distribution for fiscal 2019 and 2018, respectively, as follows:

respectively, as follows:
Legal reserve
Special reserve
Cash dividends
Cash
dividends
per
share
(NT$)
2019
$ 17,985
$ 19,355
$ 123,420
$ 1.71
2018




(

$ 25,401
$ 4,220)
$ 166,980
$ 2.30

The Company proposed the following distribution of earnings for fiscal 2020 at the Board of Directors' meeting on March 9, 2021:

Legal reserve
Special reserve
Cash dividends
Cash
dividends
per
share
(NT$)
2020



$ 22,009
$ 71,429
$ 144,152
$ 2.00

The distribution of earnings for fiscal 2020 is subject to the resolution of the shareholders' meeting scheduled to be held on May 27, 2021.

  • (4) Special reserve
Special reserve
Beginning balance 2020
$ 146,675
2019
$ 150,895
  • 328 -
Reversal of special reserve - ( 4,220 ) 4,220 )
Provision of special reserve
Allowances for deductions
in other equity interest
items 19,355 -
Ending balance $ 166,030 $ 146,675
(5) Other equity interest items
1. Exchange
differences
on translation of foreign
financial
statements
2020 2019
Beginning balance ( $ 166,030 ) ( $ 146,675 )
Exchange difference on
translation of the
financial statements of
foreign operations (
85,864 )
( 24,194 )
Relevant income tax of
the loss on translation
of the financial
statements of foreign
operations 17,173 4,839
Ending balance ( $ 234,721) ( $ 166,030)
  • 329 -

  • Unrealized gains or losses on financial assets measured at fair

value through other comprehensive income

2020 2019 Beginning balance $ - $ - Generated in the period Unrealized gains or losses Equity instrument ( 2,738 ) - - Ending balance ( $ 2,738 ) $

  • (6) Treasury shares
Treasury shares
Reasons for the retirement of
shares
Number of shares as of Jan. 1,
2020
Increase in the current period
Number of shares as of Dec.
31, 2020
Transfer of shares
to employees
(1,000 shares)

-
524
524

Treasury shares held by the Company are not pledged under the Securities and Exchange Act and are not entitled to dividend distribution or voting rights.

  • (7) Non-controlling interests
Non-controlling interests
Beginning balance
Share belonging to
non-controlling interests
Increase in
non-controlling
interests because of the
establishment of
Kai-Sheng (Note XI)
Net income (loss) in the
period
Exchange differences on
translation of foreign
financial statements
Cash
dividends
of
subsidiaries
Ending balance
2020
$ 11
12,740
(
36 )
(
2 )
(
1)
$ 12,712
2019


$ 10
-
1
-
-
$ 11

XX. Income

2020

2019

  • 330 -
Income from customer contracts
Porcelain

Water use equipment
Automated equipment
Bathtubs
Others

$ 1,124,375

463,194
245,240
62,383
411,329

$ 2,306,521
$ 1,142,763
494,716
210,305
84,606
402,536
$ 2,334,926
Contract balance
Accounts receivable
Contract liabilities
Payment for goods collected
in advance
Dec. 31, 2020
$ 231,185
$ 5,412
Dec. 31, 2019 Dec. 31, 2019


$ 230,225
$ 8,714

2020 and 2019 Income from customer contracts, of which $373,583 thousands and $447,502 thousands were reclassified from contract liabilities, respectively.

XXI. Net income from continuing operations

Net income from continuing operations includes the following items:

(1) Other income and expenses, net

Compensation for losses
Net income from the disposal
and obsolescence of
property, plant and
equipment
Other
2020
( $ 966 )
91

244
($ 631)
2019
( $ 147 )
357

-
$ 210

(2) Depreciation and amortization, employee benefit expenses

Employee
benefit
expenses
Salary expenses

Premium for the
insurance of employees
Benefits after retirement
Defined contribution
plan
Other employee benefit
expenses
Total of employee benefit
expenses
Depreciation expense
2020 2019 2019
Belonging
to operating
costs
Belonging
to operating
expenses
$175,305
15,963

3,732

7,563

$ 202,563
Total Belonging
to operating
costs
$ 165,934
19,334

1,509

7,841

$ 194,618
Belonging
to operating
expenses
Total




$ 191,317
18,968
1,590

9,178

$ 221,053




$ 366,622
34,931

5,322
16,741

$ 423,616








$ 152,820
14,839

2,989

8,531

$ 179,179




$ 318,754
34,173

4,498
16,372
$ 373,797
  • 331 -
Property, plant and
equipment

Right-of-use assets


Amortization expense
$ 56,767

949

$ 57,716

$ 743
$ 31,619
18,454

$ 50,073

$ 1,261
$ 88,386
19,403

$ 107,789

$ 2,004
$ 44,790

1,050

$ 45,840

$ 69
$ 25,980
14,759

$ 40,739

$ 1,612
$ 70,770
15,809

$ 86,579

$ 1,681
  • (3) Compensation to employees and compensation to directors and supervisors

The Consolidated Company contributes 2% to 5% of the pre-tax benefit before compensation to employees and directors and supervisors as compensation to employees and no more than 2% as compensation to directors and supervisors for the year.

  • 332 -

The compensation to employees and compensation to directors and supervisors for the years 2020 and 2019 were resolved by the Board of Directors on March 9, 2021 and February 27, 2020, respectively, as follows:

Estimated listing ratio

Compensation of employees
Compensation of directors and
supervisors
2020
3%
2%
2019
3%
2%

Amount

Amount
Compensation of employees
Compensation of directors and
supervisors
2020
C
a
s
h
$ 8,749
5,833
2019
C
a
s
h
$ 7,303
4,869

If there is any change in the annual Consolidated Financial Statements after the date of adoption, the change in accounting estimate will be treated as an adjustment in the following year.

There was no difference between the actual amount of compensation to employees and compensation to directors and supervisors for fiscal 2019and 2018 and the amount recognized in the 2019 and 2018 Consolidated Financial Statements.

For information on the compensation to employees and compensation to directors and supervisors resolved by the Board o f Directors of the Company, please visit the Market Observation Post System (MOPS) of the Taiwan Stock Exchange.

XXII. Income tax of continuing operations

  • (1) Major items of income tax expenses recognized in profit or losses :

Main components of income tax expenses recognized in profit or losses:

losses:
Current income tax
Generated in the period
Surtax on unappropriated
retained earnings
Adjustments for the prior
year
2020
$ 74,029
954

950)
2019

(

$ 46,378
3,292
11
  • 333 -
74,033

Deferred income tax
Generated in the period
(
6,006 )

The
tax
paid
in
foreign
countries
cannot
be
deducted

1,492

Income tax expense recognized
in profit or losses
$ 69,519
49,681
14,457
1,553
$ 65,691
  • 334 -

The reconciliations of accounting income and income tax expenses are as follows:

are as follows:
2020 2019
Net income before tax $ 289,575 $ 245,543
Income tax expense of the net
income before tax calculated
with statutory tax rate $ 58,004 $ 49,109
Non-deductible expenses in the
tax (
2,654 )
(
2,169 )
Surtax
on
unappropriated
retained earnings 954 3,292
Temporary differences which
were not recognized 12,673 13,895
The
tax
paid
in
foreign
countries cannot be deducted 1,492 1,553
Adjustments to the income tax
expenses in the past years in
the current period ( 950) 11
Income tax expense recognized
in profit or losses $ 69,519 $ 65,691

According to the document 512/CT-TTHT of the Dong Nai Provincial Tax Office of the General Administration of Taxation of the Socialist Republic of Vietnam, the Vietnam Caesar Sanitary Wares Joint Stock Company is subject to a preferential corporate income tax rate of 15% for the initial investment projects with more than 50% of exported products. The tax rate is 15% for the initial investment and 20% for the expanded investors who are not in the area of tax incentives.

  • (2) Income tax recognized in other comprehensive income
Deferred income tax
Generated in the period
Translation of the financial
statements of foreign
operations
2020
$ 17,173
2019
$ 4,839
  • (3) Income tax assets and liabilities in the current period
Income tax assets in the current
period
Current income tax liabilities
Dec. 31,2020
$ -
$ 51,373
Dec. 31,2019 Dec. 31,2019


$ 7,486
$ 16,409
  • 335 -

  • 336 -

(4) Deferred income tax assets and liabilities

Changes in deferred income tax assets and liabilities are as follows:

2020

2020
Deferred income tax
assets
Temporary differences
Allowance for bad
debts
Unrealized loss for
market price
decline and
obsolete and
slow-moving
inventory
Exchange
difference on
translation of
the financial
statements of
foreign
operations
Amortization of
prepaid rent
Unrealized foreign
exchange losses
Others


Deferred income tax
liabilities
Temporary differences
Investment income
recognized
using equity
method (foreign
investment)
Unrealized foreign
exchange gains

2019
Deferred income tax
assets
Temporary differences
Allowance for bad
debts
Unrealized loss for
market price
Beginning
balance

$ 679

3,494
41,508
282

30


342

$ 46,335


$176,544


22

$176,566

Beginning
balance

$ 749

3,721
Recognized
in profit or
losses
$ 380

485
-

(
275 )
(
30 )
(
333)

$ 227

( $ 5,825 )

46

($ 5,779)

Recognized
in profit or
losses
( $ 64 )
(
213 )
Recognized in
other
comprehensive
income
$ -

-

17,173

-


-

-

$ 17,173

$ -


-

$ -

Recognized in
other
comprehensive
income
$ -


-
Exchange
difference
$ 28 )

45 )
-


7 )
-
9)

$ 89)

$ -

1)

$ 1)

Exchange
difference
$ 6 )

14 )
Ending
balance
(
(
(
(
(

(
(








$ 1,031

3,934
58,681

-
-
-
$ 63,646
$170,719
67
$170,786
Ending
balance
(
(

$ 679

3,494
  • 337 -
decline and
obsolete and
slow-moving
inventory
Exchange
difference on
translation of
the financial
statements of
foreign
operations

Amortization of
prepaid rent
Unrealized foreign
exchange losses
Others


Deferred income tax
liabilities
Temporary differences
Investment income
recognized
using equity
method (foreign
investment)

Unrealized foreign
exchange gains

36,669
470
(
-
-

$ 41,609
(
$162,166

23
(
$162,189
-

183 )
30
350

$ 80)

$ 14,378

1)

$ 14,377
4,839

-
(
-
-
(
$ 4,839
(
$ -

-

$ -
-


5 )
-
8)

$ 33)

$ -

-

$ -
41,508

282
30
342
$ 46,335
$176,544
22
$176,566
  • 338 -

  • (5) Deductible temporary differences of deferred income tax assets which were not recognized in the statement of financial position

Deductible temporary
differences
Dec. 31,2020
$ 4,299
Dec. 31,2019 Dec. 31,2019
$ 4,762
  • (6) Income tax assessment

The income tax returns of the Company have been assessed and approved by the tax authorities through fiscal 2018.

XXIII. Earnings per share

  • (1) Basic earnings per share

The earnings and weighted-average number of common stocks

used to calculate basic earnings per share were as follows:

Net income attributable to the
owners of the company
Weighted average number of
common shares used in the
calculation of basic earnings
per share (1,000 shares)
Basic earnings per share (NT$)
2020
$ 220,092
72,290
$ 3.04
2019




$ 179,851
72,600
$ 2.48
  • (2) Diluted earnings per share

The earnings and weighted-average number of common stocks

used to calculate diluted earnings per share were as follows:

Net income attributable to the
owners of the company
Weighted average number of
common shares used in the
calculation of basic earnings
per share (1,000 shares)
Influence of dilutive potential
common shares on employee
bonuses or Compensation of
employees (1,000 shares)
Weighted average number of
common shares used in the
calculation of diluted earnings
per share (1,000 shares)
Diluted earnings per share (NT$)
2020
$220,092
72,290
376
72,666
$ 3.03
2019








$ 179,851
72,600
352
72,952
$ 2.47
  • 339 -

If the Consolidated Company has the option of paying employees in stock or cash, it is assumed that employee compensation will be paid in stock and is included in the weighted-average number of shares outstanding for the purpose of calculating diluted earnings per share when the potential ordinary share has a dilutive effect. The dilutive effect of these potential ordinary shares shall also continue to be considered in the calculation of diluted earnings per share before the following year's resolution on the number of employee compensation shares to be distributed.

  • 340 -

IIIV. Capital risk management

The Consolidated Company is currently in a stable operating phase and the objective of capital risk management is to ensure that it is able to maximize shareholder returns by optimizing debt and equity balances while continuing to operate and grow.

The Consolidated Company adopts a prudent risk management strategy and conducts regular reviews to determine the most appropriate capital structure for itself based on its business development strategy and overall planning of operational needs.

XXV. Financial instrument

  • (1) Fair value information

  • Financial instruments not measured at fair value

The Consolidated Company considered that the carrying amounts of financial assets and liabilities which were not measured at fair value were close to their fair values.

  1. Financial instruments measured at fair value

  2. (1) Fair value levels

December 31, 2020

Level 1 Level 2 Level 3 Total Non-current financial assets measured at fair value through other comprehensive income Investments in equity instruments Stocks of domestic companies which are not listed or traded over the counter $ - $ - $ 262 $ 262

There were no transfers between Level 1 and Level 2 fair value measurements in fiscal 2020 and 2019.

  • (2) Valuation techniques and Inputs for level 3 fair value measurements

Category of financial instruments Valuation technique and input value

  • 341 -
Investment in the stocks of Price-to-book ratio method: The net book
domestic companies value per share can be calculated
which are not listed or based on the financial information of
traded over the counter the Company, and the current value of
gain or loss from holding an item of
investment can thus be calculated.
  • 342 -

  • (2) Types of financial instruments

Types of financial instruments
Financial assets
Financial assets measured at
amortized cost
Cash and cash equivalents
Financial assets measured
at amortized cost -
current
Notes receivable, net
Net value of accounts
receivable
Accounts receivable
Related parties, net
Other receivables
Other receivablesrelated
parties
Financial assets measured at fair
value through other
comprehensive income
Investments in equity
instruments
Financial liabilities
Measured at amortized cost
Short-term loans
Accounts payable
Other payables
Dec. 31,2020
$ 164,816
56,199
13,804
226,984
4,201
2,257
5
262
344,442
70,200
107,290
Dec. 31,2019
$ 238,566
46,888
14,519
226,806
3,419
2,836
5
-
346,140
91,510
113,451

(3) Purpose and policy of financial risk management

The Consolidated Company is committed to ensuring that the Company has adequate and cost effective working capital for its operations. The Consolidated Company carefully manages market risk (including foreign currency exchange rate risk, interest rate risk and other price risk), credit risk and liquidity risk associated with its operating activities to reduce the potential adverse effects of market uncertainties on the Company's finances.

  1. Market risk management

  2. (1) Exchange rate risk

The Consolidated Company mainly focuses on the domestic market, and all foreign sales and purchase transactions are quoted in foreign currencies. The Consolidated Company adopts the natural hedging method of

  • 343 -

offsetting foreign currency receipts and expenditures, and the net foreign currency portion is relatively small.

Please refer to Note XXIX for the Carrying amount of foreign-currency-denominated monetary assets and monetary liabilities of the Consolidated Company as of the balance sheet date.

The sensitivity analysis of the foreign currency exchange rate risk is based on foreign currency monetary items as of the end of the financial reporting period. If the New Taiwan dollar depreciates/strengthens by 5% against the U.S. dollar, the Consolidated Company's net income before tax would decrease by $4,383 thousands and $3,858 thousands for the years ended December 31, 2020 and 2019, respectively.

  • (2) Interest rate risk

The Consolidated Company continues to reduce the level of borrowings from financial institutions and the Consolidated Company's management believes that fluctuations in borrowing rates will have little impact on the Consolidated Company.

  • (3) Other price risk

The price risk of the Consolidated Company’s equity came from the investment of financial assets measured at fair value through other comprehensive income (mainly invested in the stocks of domestic companies which are not listed or traded over the counter).

Sensitivity Analysis

The following sensitivity analysis is based on the equity price risk at the balance sheet date.

If the equity price increases/decreases by 0.5%, other comprehensive income will increase/decrease by $1 thousand from Jan. 1, 2020 to Dec. 31, 2020 due to the change in fair value of financial assets measured at fair value through other gains or losses.

  • 344 -

2. Credit risk

Credit risk represents the risk of financial loss to the Group due to default on contractual obligations by the counter-parties. As of the balance sheet date, the Consolidated Company's maximum exposure to credit risk due to non-performance of counter-parties' obligations is the carrying value of financial assets recognized in the Consolidated Statement of Financial Position. As of the balance sheet date, the Consolidated Company's maximum exposure to credit risk arising from the counter-party's failure to meet its obligations is the carrying value of financial assets recognized in the Consolidated Statement of Financial Position.

To mitigate credit risk and maintain the quality of Accounts receivable, the Consolidated Company has established operating-related credit risk management procedures, and the Consolidated Company also uses certain credit enhancement tools, such as payment for goods collected in advance and the acquisition of security deposits, at appropriate times to reduce customers' credit risk. The Consolidated Company also uses certain credit enhancement tools, such as payment for goods collected in advance and margin acquisition, at appropriate times to reduce customers' credit risk. In addition, the Consolidated Company reviews the recoverable amounts of receivables on a case-by-case basis at the balance sheet date to ensure that appropriate impairment losses have been recorded for uncollectible receivables.

  • 345 -

In 2020 and 2019, except for Company A, the Consolidated Company's concentration of credit risk to other customers does not exceed 10% of the total Accounts receivable, and these companies have a long history and good repayment status, so the Consolidated Company's related credit risk is not significant.

The credit risk is limited because the counter-parties of liquidity are financial institutions with good credit ratings, and therefore no significant credit risk is expected.

  1. Liquidity risk

The Consolidated Company copes with the operation and reduces the influence of cash flow fluctuations through the management and maintenance of sufficient amount of cash and cash equivalents. The management of the Consolidated Company monitors the use of banking facilities and ensures compliance with the terms of borrowing contracts. The Consolidated Company is able to meet its contractual obligations by maintaining appropriate capital and banking facilities. The Consolidated Company's working capital is sufficient to meet its obligations, and therefore there is no liquidity risk that the Consolidated Company will not be able to raise funds to meet its contractual obligations.

The unused funds of the credit agreements from the bank until December 31, 2020 and 2019 respectively are $725,189 thousands and $758,412 thousands.

The following table is based on the earliest possible period for which the Consolidated Company may be required to make repayments and is prepared using undiscounted cash flows of financial liabilities, which include cash flows of interest and principal. The Consolidated Company's working capital is sufficient to meet the demand.

Dec. 31, 2020

Dec. 31, 2020
Non-derivative
financial
liabilities
Short-term loans

Accounts payable
Less than 1
year
1-2 years 2-3 years More than 3
years
Total
$ 344,442
70,200
$ -

-
$ -

-
$ -

-
$ 344,442

70,200
  • 346 -
Other payables
Current income tax
liabilities
Lease liabilities -
current
Other current
liabilitiesother
Lease liabilities -
non-current
Dec. 31, 2019
107,290
51,373
12,919
8,404
-
Less than 1
year

-

-

-

-

15,641
1-2 years
$ -

-

-

-

-

-

11,618

-

-

-

-

13,377
2-3 years

-

-

-

-

72,117
More than 3
years

107,290

51,373

12,919

8,404

101,135
Total

Non-derivative
financial
liabilities
Short-term loans

Accounts payable
Other payables
Current income tax
liabilities
Lease liabilities -
current
Other current
liabilitiesother
Lease liabilities -
non-current
$ 346,140
91,510
113,451
16,409
14,915
3,451
-
$ -

-

-

-

-

-

14,171
$ -

-

-

-

-

-

88,595
$ 346,140

91,510

113,451

16,409

14,915

3,451

114,384

XXVI. Related party transaction

The transactions, balances in accounts, income and expenses between the Company and the subsidiary (a related party of the Company) were all written off at the time of the merger, so they were not disclosed in the Notes. The transactions between the Consolidated Company and related parties (aside from those revealed in notes) are listed below:

  • (1) Names of related parties and their relationships

Name of related party Relationship with the Company Chia-Ta-Hang Co., Ltd. Substantive related party The chairperson of that company was the spouse of a relative of the chairperson of the Company within second degree of kinship

  • (2) Operating income
Operating income
Accounting item
Sales revenue

Type of related party 2020
$ 43,655
2019
Substantive related party
Chia-Ta-Hang Co.,
Ltd.

$ 36,330

There was no material difference between the terms of transaction for the purchase and sale transactions between the Consolidated Company and related parties and those for other non-related parties.

  • 347 -

  • (3) Accounts receivable from related parties (excluding loans to related parties)

Type of related Accounting item party/Name Dec. 31, 2020 Dec. 31, 2019 Accounts Substantive related party receivable Related parties Chia-Ta-Hang Co., $ 4,201 $ 3,419 Ltd.

  • (4) Other accounts receivable from related parties

Type of related Accounting item party/Name Dec. 31, 2020 Dec. 31, 2019 Other receivables Substantive related party Chia-Ta-Hang Co., $ 5 $ 5 Ltd.

  • (5) Compensation of key management personnel
Short-term employee benefits
Benefits after retirement
2020
$ 24,138
408
$ 24,546
2019




$ 21,923
399
$ 22,322

The remuneration of directors and other key management personnel is determined by the Compensation Committee based on individual performance and market trends.

  • XXVII. Pledged assets

  • (1) The following assets have been provided as collateral to secure loans or lines of credit with banks:

nes of credit with banks:
Property, plant and equipment
land
Property, plant and equipment
buildings
Dec. 31,2020
$ 61,652
35,728
$ 97,380
Dec. 31,2019




$ 61,652
36,622
$ 98,274
  • (2) As of Dec. 31, 2020 and 2019, in addition to the collaterals mentioned above, Vietnam Caesar Sanitary Wares Joint Stock Company provided to Bank of Vietnam as collaterals with the Bank's borrowings with a credit guarantee value of US$0 thousand and US$450 thousands,

  • 348 -

respectively, and inventory value of not less than US$1,500 thousand and US$1,050 thousand.

  • XXVIII. Material contingent liabilities and unrecognized contractual commitments

    • In addition to those described in other notes, the Consolidated

    • Company had the following significant commitments and contingencies as of the balance sheet date:

  • (1) As of Dec. 31, 2020, the Consolidated Company's Vietnam Caesar Sanitary Wares Joint Stock Company had entered into contracts with various manufacturers for the purchase of machinery and equipment or construction work and related taxes for a total amount of $39,972,806 thousands, of which $38,674,656 thousands (equivalent to $46,428 thousands) had been paid in VND, which was listed under Prepayments for business facilities and Construction in progress, depending on their nature.

  • (2) As of Dec. 31, 2020, the Consolidated Company had entered into construction contracts with various manufacturers for a total amount of NT$9,481 thousands, and the price paid was NT$6,636 thousands, which was recognized under Construction in progress.

  • (3) As of Dec. 31, 2020 and 2019, the Consolidated Company had unused letters of credit amounting to US$0 thousand and US$414 thousands, respectively.

  • (4) As of Dec. 31, 2020 and 2019, the Consolidated Company's guarantee for the financing loans of Vietnam Caesar Sanitary Wares Joint Stock Company amounted to NT$142,400 thousands (US$5,000 thousands) and NT$194,870 thousands (US$1,870 thousands), respectively. (US$6,500,000).

  • 349 -

XXIX. Foreign-currency-denominated assets and liabilities that have significant influence

The following information is presented in the aggregate in foreign currencies other than the functional currency of each of the consolidated companies, and the exchange rates disclosed represent the rates at which these foreign currencies were translated into the functional currency. Assets and liabilities denominated in foreign currencies that have a significant effect are as follows.

Assets in
foreign
currencies
Monetary items
USD

RMB
Liabilities in
foreign
currencies
Monetary items
USD
Dec. 31, 2020
Foreign
currency
Exchange
rate
NT$ $ 1,533
28.48 $ 43,672
10
4.37
44
4,611
28.48 131,326
Dec. 31, 2020
Foreign
currency
Exchange
rate
NT$ $ 1,533
28.48 $ 43,672
10
4.37
44
4,611
28.48 131,326
Dec. 31, 2019 Dec. 31, 2019 Dec. 31, 2019
Foreign
currency
$ 1,533
10
4,611
Exchange
rate

28.48

4.37

28.48
Foreign
currency
$ 1,383

-

3,956
Exchange
rate
29.980

-
29.980
NT$
$ 41,455

-
118,611

XXX. Others

The Consolidated Company was affected by the global pandemic of novel coronavirus pneumonia, but the impact was relatively insignificant because the epidemic was well controlled in Taiwan. As of Dec. 31, 2020, the cumulative consolidated operating revenue decreased by approximately 1.2% compared to the same period last year, indicating that the epidemic did not have a serious impact on the Consolidated Company's operations. Although the recent epidemic in Europe and the United States is on the rise, the Consolidated Company's operating revenue is concentrated in Taiwan and Vietnam, and is not expected to be significantly affected.

The Consolidated Company has maintained normal working capital, salaries, interest, rent and other expenses, and has not applied to the government for relief.

  • 350 -

XXXI. Disclosures

  • (I) Information on significant transactions and (II) information on investees:

  • Lending to others: None.

  • Endorsement for other parties: Schedule 1.

  • Marketable securities held at the end of the period (excluding investments in subsidiaries, associates and joint ventures): None.

  • The cumulative amount of securities purchased or sold reaches NT$300 million or 20% of the paid-in capital: None.

  • Acquisition of real estate amounting to at least NT$300 million or 20% of the paid-in capital: None.

  • Disposal of real estate amounting to at least NT$300 million or 20% of the paid-in capital: None.

  • The amount of purchase or sale of goods with related parties reaches NT$100 million or 20% of the paid-in capital: (Schedule 2)

  • Related party receivables amounting to at least NT$100 million or 20% of the paid-in capital: None.

  • Engage in derivative transactions: None.

  • Other: the business relationships among the parent company and subsidiaries and the significant amounts and conditions of transaction: (Schedule 3).

  • Information of investee companies: (Schedule 4).

  • (III) Information of investment from Mainland China: None.

  • (IV) Information of Major Shareholders: The names of shareholders who held more than 5% of the Company’s shares and the number of shares held by them and the ratio to all the outstanding shares: (Schedule 5).

XXXII. Department details

The Consolidated Company is an independent operating segment that provides information to the decision maker for the purpose of allocating resources and evaluating segment performance, with emphasis on each type of product or service delivered or provided. The reportable segments of the Consolidated Company are as follows.

Financial information by region

  • 351 -

The Consolidated Company's business units are divided into two reportable segments: the Taiwan Sanitary Equipment segment and the Vietnam Sanitary Equipment segment, which are mainly engaged in the design, manufacturing and trading of sanitary equipment and copper water supply products, but the two reportable segments are treated separately because they have their own independent strategies.

  • 352 -

The Consolidated Company does not allocate income tax expense (benefit) or extraordinary gain or loss to reportable segments. In addition, not all reportable segments include significant non-cash items other than depreciation and amortization.

The accounting policies of each operating segment are the same as the summary of significant accounting policies described in Note IV. The Consolidated Company's operating profit and loss in the sector is measured on a pre-tax basis (excluding extraordinary gain or loss) and is used as the basis for evaluating performance.

The Consolidated Company considers intersegment sales and transfers as transactions with third parties, which are measured at the current market.

Financial information of the Consolidated Company by region is as follows.

follows.
2020
Revenue
Revenue from external
customers

Revenue from other
segments

Total revenue

Profit and loss in the sector

Total assets of the segment

Total
liabilities
of
the
segment

2019
Revenue
Revenue from external
customers

Revenue from other
segments

Total revenue

Profit and loss in the sector

Total assets of the segment

Total
liabilities
of
the
segment
Segment of
Sanitary Wares
in Taiwan
$ 1,456,489

14,907

$ 1,471,396

$ 276,989

$ 2,320,902

$ 592,162

$ 1,284,658

15,525

$ 1,300,183

$ 231,275

$ 2,346,230

$ 652,984
Segment of
Sanitary Wares
in Foreign
Countries
$ 850,032

402,339

$ 1,252,371

$ 75,796

$ 1,517,729

$ 275,743

$ 1,050,268

408,381

$ 1,458,649

$ 83,619

$ 1,562,509

$ 209,797
Adjustment
and Write-off
$ -

417,246)

$ 417,246)

$ 63,210)

$ 1,289,618)

$ 34,419)

$ -

423,906)

$ 423,906)

$ 69,351)

$ 1,380,734)

$ 28,033)
Total























(
(
(
(
(

(
(
(
(
(











$ 2,306,521

-
$ 2,306,521
$ 289,575
$ 2,549,013
$ 833,486
$ 2,334,926

-
$ 2,334,926
$ 245,543
$ 2,528,005
$ 834,748
  • 353 -

Sanitar Co., Ltd. and Its Subsidiaries

Endorsement for Other Parties

From Jan. 1 to Dec. 31, 2020

Schedule 1

Unit: NT$ thousands (unless otherwise specified)

No. Name of the
endorser/guarantor
Guaranteedparty Guaranteedparty Limits on
endorsement/guar
antee amount
provided to each
guaranteed party
Maximum
balance for the
period
Ending balance Amount actually
drawn

Amount of
endorsement/guar
antee
collateralized by
properties
Ratio of
accumulated
endorsement/gu
arantee to net
equity per latest
financial
statements (%)
Maximum
endorsement/guar
antee amount
allowable
Guarantee
provided
by parent
company
Guarantee
provided
by a
subsidiary
Guarantee
provided
to entities
in
Mainland
China
Remark
Company Name Relationships
1 Sanitar Co., Ltd. Vietnam Caesar Sanitary
Wares Joint Stock
Company

Investment
accounted for using
the equity method
$ 340,563 $ 196,625 $ 142,400 $ 59,680 $ - 8.36 $ 681,126 Y N N (Note)

Note: The endorsement/guarantee limit is based on the endorsement/guarantee procedures approved by the shareholders' meeting and stipulated by the Bureau of Securities and Futures of the Financial Supervisory Commission, Executive Yuan on December 18, 2002, by Order no.(91)-Tai-tsai-zhen-(6)-0910161919. The total amount of the Company's endorsement and guarantee shall not exceed 40% of the Company's net worth and the amount of endorsement and guarantee for subsidiaries directly hol ding more than 50% of the common stock shall not exceed 20% of the Company's net worth for the period.

  • 354 -

Sanitar Co., Ltd. and Its Subsidiaries

Marketable Securities Held at the End of Period

Dec. 31, 2020

Schedule 2

Unit: NT$ thousands (unless otherwise specified)

Holding Company Type and Name of Marketable
Securities
Relationship with the
issuer of the marketable
securities
Financial statement account End of the period End of the period End of the period Remark
Number of shares Carrying amount Shareholding
percentage
Fair value
Sanitar Co., Ltd. Stock
Amsalp Biomedical Corporation

-
Non-current financial assets
measured at the fair value
through other comprehensive
income
154,700 $ 262 18.20% $ 262
  • 355 -

Sanitar Co., Ltd. and Its Subsidiaries

The amount of purchase or sale of goods with related parties reaches NT$100 million or 20% of the paid -in capital

From Jan. 1 to Dec. 31, 2020

Schedule 3

Unit: NT$ thousands (unless otherwise specified)

Company name Transaction
counterparty
Relationships Transaction Transaction Situation and reason of why trading
conditions are different from general
trading
Situation and reason of why trading
conditions are different from general
trading
Notes/ accounts receivable or
payable
Notes/ accounts receivable or
payable
Remark
Purchases
(Sales)
Amount Ratio to total
purchases/sales
amount(%)
Loan period Unit Price Loan period Balance Ratio to total
amount of
notes/accounts
receivable or
payable (%)
Sanitar Co., Ltd. Vietnam Caesar
Sanitary Wares Joint
Stock Company
Investment
accounted for
using the equity
method
Purchase $ 402,339 39% Vietnam Caesar
Sanitary
Wares Joint
Stock
Company
should pay
within 30 days
after the
delivery, but
this can be
adjusted
regarding the
demand for
funds.

Discussed by
both parties in
the transaction
with reference
to the market
price and
gross profit of
products
Vietnam Caesar
Sanitary
Wares Joint
Stock
Company
should pay
within 30 days
after the
delivery, but
this can be
adjusted
regarding the
demand for
funds.

Accounts
payable
$ -
- Note

Note: Transaction with related parties on the consolidated and parent company only statements were all adjusted and amortized .

  • 356 -

Sanitar Co., Ltd. and Its Subsidiaries

The Business Relationships among the Parent Company and Subsidiaries and the Significant Amounts and Conditions of Transactions

From Jan. 1 to Dec. 31, 2020

Unit: NT$ thousands (unless otherwise specified)

Schedule 4 Unit: NT$ thousands (unless otherwise specified)
No.
(Note 1)
Name of the Trader Name of the transaction
counterparty
Relationship with
the Trader
(Note 2)
Conditions of Transactions
Accounting Item Amount Terms of Transaction Ratio to the total
consolidated
operating revenue
or the total
consolidated assets
(Note 3)
0 Sanitar Co., Ltd. Vietnam Caesar Sanitary Wares
Joint Stock Company

1
1
1
1
Other operating revenue
Accounts
receivable

Related parties
Other receivablesrelated
parties
Purchase
$ 14,907
4,172

30,246
402,339
The payment will be collected within 2
months after the end of each quarter.
However, this can be adjusted according
to the demand for funds.


The prices of goods purchased by Sanitar
Co., Ltd. from Vietnam Caesar Sanitary
Wares Joint Stock Company were
discussed by both parties in the
transaction with reference to the market
price and gross profit of products. The
payment shall be made within 30 days
after the delivery, and this can be
adjusted according to the demand for
funds.



-
-
1%
17%

Note 1: Information on business transactions between the parent company and subsidiaries should be indicated in the numbered column respectively, and the number should be filled in as follows.

(1) Enter 0 for the parent company.

(2) Subsidiaries are numbered in order by company, starting from the Arabic numeral 1.

Note 2: Relationship with the Trader has the following three types, just label the type.

(1) Parent company to subsidiary company.

(2) Subsidiary to parent company.

(3) Subsidiary to Subsidiary

Note 3: The calculation of the ratio of transaction amount to consolidated total revenue or total assets is calculated as Ending balance to consolidated total assets in the case of assets and liabilities, or as cumulative amount to consolidated total revenue in the case of profit and loss.

Note 4: Significant Conditions of Transactions in this table may be presented at the Company's discretion based on the principle of materiality.

  • 357 -

Sanitar Co., Ltd.

Name, Location, and Other Related Information of Investees

From Jan. 1 to Dec. 31, 2020

Schedule 5

Unit: NT$ thousands (unless otherwise specified)

Name of the Investment
Company
Name of the Investee
Company
Location Main businesses Original investment amount Original investment amount Sharesheld as ofthe end ofthe period Sharesheld as ofthe end ofthe period Sharesheld as ofthe end ofthe period Net income (loss)
of the investee
Gain (loss) on
investment
recognized in
theperiod
Remark
End of the
period
End of last
period
Number of
shares (1,000
shares)
Ratio (%)
(Note 3)
Carrying amount
Sanitar Co., Ltd.
Sanitar Co., Ltd.
Vietnam Caesar Sanitary
Wares Joint Stock
Company
Kai Sheng Sanitary Ware
Co., Ltd.
Vietnam
Taiwan
Manufacturing and
sale of sanitary
equipment and
water supply
equipment
Sale of sanitary
equipment and
water supply
equipment
$ 665,303
13,260
$ 665,303
-
41,878
1,326

100

51
$ 1,225,499

13,221
$ 63,253
(
76 )
$ 58,988
(
39 )
Note 1, 2
and 3
Note 2

Note 1: The difference between the comprehensive income of Vietnam Caesar Sanitary Wares Joint Stock Company and the gain on investment recognized by Sanitar Co ., Ltd. was the net change of the unrealized gains or losses from upstream sale, which was NT$4,264,000.

Note 2: The gain (loss) on investment on the consolidated and parent company only statements were adjusted and amortized.

Note 3: The ratio of shares held as of the end of the period was 99.9993%

  • 358 -

Sanitar Co., Ltd. and Its Subsidiaries

Information of Major Shareholders

Dec. 31, 2020

Schedule 6

Name of Major Shareholder Shares Shares
Number of shares
held by the person
Shareholding
percentage
XIAO, JUN-XIANG 5,013,581 6.90%

Information of Major Shareholders is calculated based on the last business day of the quarter in which the shareholders hold 5% or more of the Company's common shares and preferred shares that have been delivered without physical registration (including Treasury shares). The number of shares in the consolidated financial statements may differ from the actual number of shares delivered due to different bases of computation.

The above information is revealed by the trustee's opening of a trust account with individual subaccounts of the principal if the shareholder has delivered the shares to the trust. As for the shareholder's shareholding of more than 10% of insider shares reported under the Securities and Exchange Act, the shareholding includes the shareholding of the shareholder himself/herself plus the shareholding of the shareholder delivered to the trust and has the right to decide the use of the trust property, etc. Please refer to the Market Observation Post System for the information on insider shareholding reporting.

  • 359 -

  • 360 -

  • 361 -

5. Parent company only financial statements audited by CPAs for the most recent

year

Please post the accountant's personal financial report (pages 151 to 220)

Total 70 pages

  • 362 -

(6) If the Company and its associates have experienced financial difficulties in the most recent year and by the print date of the annual report, the impact on the financial position of the Company shall be specified

The Company and its affiliates have not experienced any financial difficulties in the most recent year or as of the date of the annual report.

  • 363 -

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

1. Financial Conditions

The main reasons for the significant changes in assets, liabilities and equity in the last two years and their effects.

Unit: NT$ thousands

Unit: NT$ thousands
Annual
Project
2019 2020 Amount of
increase
(decrease)
Change ratio
(%)
Current assets 1,075,425 1,173,183 97,758 9.09
Property, plant and
equipment
1,189,276 1,096,721 -92,555 -7.78
Intangible assets 6,634 5,474 -1,160 -17.49
Other Assets 256,670 273,635 16,965 6.61
Total Assets 2,528,005 2,549,013 21,008 0.83
Current liabilities 594,590 600,040 5,450 0.92
Non-current
liabilities
240,158 233,446 -6,712 -2.79
Total liabilities 834,748 833,486 -1,262 -0.15
Equity attributable
to owners of the
parent company
1,693,246 1,702,815 9,569 0.57
Share Capital 726,000 726,000 0 0
Capital Fund 277,452 277,452 0 0
Retention
Surplus
855,824 952,496 96,672 11.30
Other interests (166,030) (237,459) -71,429 -43.02
TreasuryStocks 0 (15,674) (15,674) 0
Non-controlling
interests
11 12,712 12,701 115,463.64
Total equity 1,693,257 1,715,527 22,270 1.32
Change of 20% or more in the last two years due to
1. Other changes in equity were mainly due to the translation differences arising from
the translation of the financial statements of foreign operating companies.
2. The change in noncontrolling interest was mainly due to the investment in 51% shares
of KaishengBath Co.
  • 364 -

2. Financial Performance

  • (1) Reasons for significant changes in operating income, net operating income and net income before income tax for the last two years

Unit: NT$ thousands

Annual
Project
2019 2020 Amount of
increase
(decrease)
Change ratio
(%)
Operatingincome 2,334,926 2,306,521 -28,405 -1.22
OperatingCosts 1,633,243 1,572,353 -60,890 -3.73
Gross Profit 701,683 734,168 32,485 4.63
OperatingExpenses 455,180 444,491 -10,689 -2.35
Other gains and
losses, net
210
(631)
(841) -400.48
Operating profit or
loss
246,713 289,046 42,333 17.16
Non-operating
income and expenses
(1,170) 529 1,699 -145.21
Net income before
tax
245,543 289,575 44,032 17.93
Net income (loss) for
theperiod
179,852 220,056 40,204 22.35
Other
comprehensive
income or loss for the
period
(Net after tax)
(19,355) (71,431) -52,076 269.06
Total consolidated
profit or loss for the
period
160,497 148,625 -11,872 -7.40
Change of 20% or more in the last two years due to
1. The change in other gains and losses, net was mainly due to the increase in
compensation losses.
2. The changes in non-operating income and expenses were mainly due to the back
taxes paid by the Vietnam subsidiary in 2008, but not in 2009.
3. The change in net income for the period was mainly due to the increase in profit.
4. The change in other comprehensive income for the period was mainly due to the
exchange differences arising from the translation of the financial statements of foreign
operatingcompanies.
  • 365 -

  • (2) Expected sales volume and its basis

For the year ended December 31, 2020, the Company did not disclose its financial forecast to the public.

  • (3) Possible impact on the Company's future financial operations and plans for response

Not applicable.

3. Analysis of Cash flow

  • (1) Analysis of recent annual cash flow changes

Unit: NT$ thousands

Unit: NT$ thousands Unit: NT$ thousands
Opening
Cash
Balance
Net cash
flow from
operating
activities for
the year
Net cash
flow from
investing
and
financing
activities for
theyear
Effect of
exchange
rate
changes
Excess
(shortfall)
of cash
Remedies for cash
shortage
Investment
Plan
Financial
Plan
238,566 170,612 (205,921) (38,441) 164,816 Not
applicable
Not
applicable
Operating activities: Cash inflows from operating income.
Investing activities: The net cash outflow of $62,121 thousand was mainly due to the
acquisition of property, plant and equipment.
Financing activities: The net cash outflow of $143,800 was mainly due to the payment of
cash dividends and treasurystock buyback costs.
  • (2) Improvement plan for lack of mobility

There is no cash flow shortage.

  • (3) Cash flow analysis for the coming year

Unit: NT$ thousands

Unit: NT$ thousands Unit: NT$ thousands
Opening
Cash
Balance
Estimated
full-year net cash
flows from
operating
activities
Expected
full-year net
cash flow
from
investing and
financing
activities
Estimated
remaining
(shortfall)
cash amount
Remedies for cash
shortage
Investment
Plan
Financial
Plan
164,816 179,143 (200,501) 143,458 Not Not
  • 366 -

a licable a licable pp pp

Operating activities: The estimated operating income for 2021 plus depreciation and amortization expenses.

Investing activities: Mainly capital expenditures for 2021 are estimated.

Financin activities: The estimated cash dividends and re a ment of short-term loans. g p y

4. The Impact of Major Capital

Expenditures on Financial Operations

(1) Use of significant capital expenditures and sources of funds

Unit: NT$ thousands

Unit: NT$
Project FundingSources Amount of expenses
Purchase of property,
plant and equipment
Working Capital 38,484
  • (2) Expected benefits (such as product quality, pollution prevention, cost reduction, etc.)

Expanding the manufacturing capacity of Vietnam plant to increase porcelain and water production revenue and increase the competitiveness of domestic, Vietnam and Southeast Asia markets.

5. Investment Policy in the Most Recent

Year, Main Causes for Profits or Losses, Improvement Plans and Investment Plans for the Coming Year

  • (1) Latest Annual Reinvestment Policy

The Company's reinvestment policy is based on factors such as expansion of operating scale and reduction of production costs, and seeks appropriate targets for reinvestment. In addition to consolidating the existing core business, the Company expects to explore business opportunities in peripheral markets and enhance profitability.

  • (2) The main reasons for profit or loss from investment in the most recent year, and improvement plans

Unit: NT$ thousands

Transfer End of Held at Investment Main reasons for Improvement

  • 367 -
Investment
Company
period
original
Investment
amount
the end
of the
period
Carrying
amount
income
(loss)
recognized
in the
period
gain or loss Plan
Vietnam
Caesar
Bath
Joint Stock
Company
Limited
665,303 1,225,499 58,988 It is one of the top
three local bathroom
brands in Vietnam.
We have made
profits in the last
threeyears.
None
Kaisheng
Sanitary
Co., Ltd.
13,260 13,221 (39) A new subsidiary
was established in
December 109 and
began operations in
January2021.
None

(3) Investment plan for the coming year

The Company has no significant investment plans for the coming year.

  • 368 -

6. Analysis and Assessment of Risks

  • (1) Effect of interest rate, exchange rate and inflation on the Company's profit and loss and future measures

  • Effect on the Company's profit or loss

Unit: NT$ thousands

Annual
Project
2019 2019 2020 2020
Amount Ratio of net
income before
tax(%)
Amount Ratio of net
income before
tax(%)
Interest income 4,654 1.90 4,779 1.65%
Interest expense 8,067 3.29 8,125 2.81%
Foreign
currency
exchange (gain) or
loss
2,035 0.83 1,740 0.60%
  1. Future Measures

  2. (1) Interest Rate Change

The Company's working capital is still sufficient and its dependence on finance is relatively low, and market interest rates have been hovering at a low level in recent years. The Company's finance department will pay close attention to changes in interest rates and maintain good credit relationships with banks to actively seek the best interest rates and reduce the impact of interest rate changes on the Company's profit and loss.

(2) Exchange rate changes

The Company's foreign exchange policy is based on the principle of conservatism and prudence, and foreign sales and purchases are quoted in foreign currencies, so that foreign currency revenues and expenses are offset to produce a natural hedging effect. The Company's finance department will pay close attention to the changes in foreign exchange rates and adjust the level of foreign exchange holdings and the timing of conversion in order to reduce the impact of exchange rate changes on the Company's profit and loss.

(3) Inflation

In order to reduce this risk, the Company adopts a strategy of decentralizing its purchases to obtain relatively lower costs, and adjusts its selling prices in a timely manner to maintain stable profits. In addition, the Company actively strengthens its corporate management by improving production efficiency, personnel quality and inventory management in order to reduce the impact of inflation on its operations.

  • 369 -

  • (2) The policy of engaging in high-risk, highly leveraged investments, lending of funds to others, endorsement and guarantee, and derivative transactions, the main reasons for profit or loss, and future measures to address them

  • Engaged in high-risk, high-leverage investments

For the most recent year and as of the date of the annual report, the Company has not engaged in high-risk, highly leveraged investments.

  1. Lending of funds to others

The Company follows the Company's "Procedures for Lending Funds to Others" and the Board of Directors' approval is required before the Company can lend funds to others. For the most recent year and as of the printing date of the annual report, the Company has not loaned any funds to others.

  1. Endorsement Guarantee

The Company follows the "Procedures for Endorsements and Guarantees" and the Board of Directors' approval before the endorsement and guarantee are made. For the most recent year and as of the date of the annual report, the Company's endorsement/guarantee recipients are all subsidiaries.

  1. Derivative Commodity Trading

The Company enters into derivative transactions in accordance with the Company's "Procedures for Handling Derivative Transactions", and the authorized amount is approved by the president or the board of directors before the transaction is made. The Company has not engaged in any derivative transactions in the latest year and up to the date of the annual report.

(3) Future research and development plans and estimated investment in research and development

In response to the environmental protection policy and the use of water resources, our company focuses on the development and design of the water circuit, and constantly revises and adjusts our products to meet not only the general water label, but also the gold level water label. In terms of consumer health, we have been developing lead-free copper and stainless steel faucets and shower de-chlorinators, as well as de-chlorinating showerheads to reduce the health hazards of toxic substances (lead and chlorine) to consumers and to contribute to the water safety of the nation. In addition, the development of differentiated technologies is also the focus of our company, such as the integration and application of ozone technology, the research and development of micro bubble shower technology, and the development of electric automation and intelligent technology-related product categories.

  • 370 -

On the factory side, we have introduced the automatic production process and continue to increase the proportion of mechanical mold production to reduce the labor-intensive reliance on manual molds; and the development of high pressure grouting molds is gradually entering the harvesting period. Since March 2017, the Vietnam factory has gradually introduced the production history, which is under continuous testing and improvement, linking the front-end production line, quality control, logistics, and even maintenance and after-sales service information together to provide real-time management information and strengthen the quality and service management. As a result of the above, the estimated investment in R&D in 2021 is approximately NT$13,262,000.

  1. In the past, porcelain products had to be prototyped, manually reshaped, tested for mass production, and then tested in water before they could be marketed. However, with the introduction of the latest 3D light-curing resin molding technology, from 3D appearance and correction to printing and molding, water testing can be conducted directly, significantly reducing the product development time and shortening the time required for introduction to market. The time required to bring the product to market is greatly reduced.

  2. With the production of the bath cabinet factory, we have introduced automatic production lines and advanced panel processing machines to prepare for the subsequent development of new series and diversified bath cabinet styles, cabinet system development, and whole house customization, and we have also developed and introduced the latest pressed pop-up and cushioned thin drawer hardware to enhance the product power of cabinet and bath cabinet products.

  3. We will continue to refine our porcelain high pressure grouting technology and strengthen the capability of high pressure grouting technology, which will not only greatly increase the production speed, but also effectively improve the production yield and capacity, and will give priority to this high pressure grouting technology for products with high market demand and easy to apply porcelain structure.

  4. Porcelain injection molding technology and related machine purchase, continue to refine the mold design and production capacity, reduce the number of pieces of mold, increase production efficiency and reduce the labor and error rate of workers, effectively improve product yields, the current porcelain plant two semi-automatic injection molding machine has been built, continue to refine and improve the new product mold design, the number of pieces of mold to reduce the design and production capacity.

  5. We continue to introduce robotic glazing arms, introducing the world's

  6. 371 -

advanced intelligent robotic glazing arms, which can simulate the glazing master's glazing gestures and speed to achieve the realm of robotic glazing, significantly improving production speed and quality stability. We continue to optimize and optimize the path design to reduce production hours and glaze consumption, increase production capacity and save costs.

  1. The barcode management system will be introduced in the porcelain factory as a priority, so that the detailed information of the entire production process, from sizing to firing, can be recorded to facilitate product quality control and statistical yield of each production line, and can be used for big data analysis in the future. In the future, it can be applied to the analysis of big data to strengthen the product development energy, and the production history management was officially launched in 2018 to analyze and continuously improve the process based on the feedback collected.

  2. (4) The impact of significant domestic and international policy and legal changes on the Company's financial operations and measures to address them

The Company operates in compliance with the relevant domestic and foreign laws and regulations, and keeps an eye on important domestic and foreign policies and legal changes to assess their impact on the Company and provide management with the necessary information for relevant decisions. The Vietnamese government increases the basic wage every year, resulting in an increase in operating costs. The Company continues to carry out automation and machinery improvements to maintain gross profit and to negotiate with customers on the pass-through mechanism. There were no material adverse effects on the Company's financial operations due to significant domestic and foreign policy and legal changes in the most recent year and up to the date of printing of the annual report.

  • (5) Impact of technological changes and industry changes on the Company's financial operations and measures to address them

The Company has a research and development department, which specializes in tracking and analyzing industry dynamics, research and innovation of technology. Therefore, at this stage, the Company's financial business has not been significantly affected by technological changes and industry changes. However, the Company has assessed that the bathroom industry has been moving towards the trend of green energy, technology, environmental protection and health.

  • (6) Impact of corporate image change on corporate crisis management and response measures

Our company is committed to provide excellent products and services, "good quality but better, fast service but faster" is our constant goal. In recent years, we have continued to cultivate the Taiwan market with a steady pace,

  • 372 -

and we have returned our business results to all shareholders, employees and the public, fulfilling our corporate social responsibility. In the recent year and as of the printing date of the annual report, no corporate crisis has occurred due to the change of corporate image.

(7) Expected benefits, possible risks and responses to the merger and acquisition For the most recent year and as of the date of the annual report, the Company has no plans for mergers and acquisitions, and will carefully evaluate the benefits and risks of such plans, if any, in the future.

  • (8) Expected benefits, possible risks and measures for plant expansion

The Company has no plans to expand its plants in the latest year and as of the date of the annual report. If there are any such plans in the future, the benefits and risks will be carefully evaluated.

  • (9) Risks associated with the concentration of inbound and outbound shipments and measures to address them

The Company has no suppliers accounting for more than 10% of the total sales, and each product has more than two sources of purchase, so there is no risk of concentration of sales. There is no concern of excessive concentration.

We have the trademark right of "Caesar Bath" brand, so we can select the best customers for purchase or sale at any time to avoid the risk of concentrated purchase or sale.

  • (10) The impact, risk and response measures of a substantial shift or change in shareholding of directors, supervisors or substantial shareholders holding more than 10% of the shares of the Company

For the most recent year and as of the date of the annual report, there has been no significant transfer or change of ownership of the Company's directors, supervisors or substantial shareholders holding more than 10% of the shares.

  • (11) Impact of the change in management rights on the Company, risks and measures

For the most recent year and as of the date of the annual report, there has been no change in the Company's management rights.

  • (12) For litigation or non-litigation events, the Company and its directors, supervisors, general manager, persons in charge, substantial shareholders holding more than 10% of the shares, and affiliated companies should disclose the material litigation, non-litigation or administrative dispute that has been determined or is still in progress, and the outcome of which may have a significant impact on shareholders' equity or securities prices, the facts of the dispute, the amount of the subject matter, the commencement date of the litigation, the principal parties involved and the The Company shall disclose the facts of the dispute, the amount of the subject matter, the

  • 373 -

commencement date of the litigation, the principal parties involved and the status of the litigation as of the date of the annual report.

For the most recent year and as of the date of the annual report, the Company has not been involved in litigation or non-litigation matters.

  • (13) Other important risks and countermeasures

None.

7. Other Important Matters

None.

  • 374 -

VIII. Special Disclosure

1. Information of the Associates

  • (1) Organizational Chart of Affiliated Companies (December 31, 2020)

Sanitar Co., Ltd.

99.99% 51.00% Kaisheng Sanitary Co., Ltd.

Vietnam Caesar Sanitary Wares Joint Stock Co.

Note: The above affiliates do not hold shares of the Company.

  • (2) Basic information of each affiliated company

Unit: NT$ thousands

Unit: NT$ thou
Company
Name
Date of
Establishment
Address Paid-in
capital
Main business or
production items
Vietnam
Caesar
Sanitary
Wares Joint
Stock Co.
March 20, 1996 Inchai Industrial
Zone, Inchai
District, Dong
Nai Province,
Vietnam
663,230 Manufacture and
sale of bathroom
equipment and
water supply
brassware
Kaisheng
Sanitary Co.,
Ltd.
December 2,
2020
No. 258, Chung
Hsing 5th Street,
Lu Chu District,
Taoyuan City
26,000 Sales of bathroom
equipment and
copper water supply
  • (3) Information on the same shareholders who are presumed to be in a controlling or subordinate relationship

No such case.

  • (4) The industries covered by the business of the overall affiliated company The main contents of the company's business.

  • Ceramics and ceramic products manufacturing industry

  • Ceramic glassware wholesale industry

  • Kitchen, bathroom equipment installation engineering industry

  • Waterware material wholesale industry

  • Wholesale of furniture, bedding, kitchen appliances, and furnishings

  • Retailing of furniture, bedding, kitchenware and furnishings

  • Building Materials Retail

  • Copper rolling, wire drawing and extrusion industry

  • 375 -

9. Building materials wholesale industry

  • 376 -

(5) The names of the directors, supervisors and general managers of each related company and their shareholdings or capital contributions to the company

December 31,2020
Shareholding
Number of
shares
Shareholdin
gratio
41,877,700
99.99%
41,877,700
99.99%
41,877,700
99.99%
41,877,700
99.99%
1,326,000
51.00%
1,326,000
51.00%
520,000
20.00%
520,000
20.00%
234,000
9.00%
December 31,2020
Shareholding
Number of
shares
Shareholdin
gratio
41,877,700
99.99%
41,877,700
99.99%
41,877,700
99.99%
41,877,700
99.99%
1,326,000
51.00%
1,326,000
51.00%
520,000
20.00%
520,000
20.00%
234,000
9.00%
Company Name Job Title Name or
representative
Shareholding
Number of
shares
Shareholdin
gratio
Vietnam
Caesar
Sanitary Wares
Joint Stock Co.
Chairperson Caesar Bath &
Shower (Stock) Co.
Representative:
HSIAO,
CHUN-HSIANG
41,877,700 99.99%
Director and
General
Manager
Caesar Bath &
Shower (Stock) Co.
Representative:
CHEN, WEI-CHIH
41,877,700 99.99%
Directors Caesar Bath &
Shower (Stock) Co.
Representative:
Yat-Sen Chang
41,877,700 99.99%
Supervisor Caesar Bath &
Shower (Stock) Co.
Representative:
Lin Lingzhi
41,877,700 99.99%
Kaisheng
Sanitary Co.,
Ltd.
Chairperson Caesar Bath &
Shower (Stock) Co.
Representative:
HSIAO,
CHUN-HSIANG
1,326,000 51.00%
Directors Caesar Bath &
Shower (Stock) Co.
Representative:
CHEN, WEI-CHIH
1,326,000 51.00%
Directors Henrong
Investment Co.
Representative:
P.Y. Wang
520,000 20.00%
Supervisor Zhang Zhangxi 520,000 20.00%
General
Manager
Wen-Hsiung Wu 234,000 9.00%
  • 377 -

(6) Business Overview by Associates

Unit: NT$ thousands, but earnings per share was NT$; December 31, 2020

Company
Name
Capitali
zation
Total
Asset
Value
Total
liabilities
Net value Operating
income
Operating
profit or
loss
Profit or
loss for
the period
(after tax)
Earni
ngs
per
share
Vietnam
Caesar
Sanitary
Wares
Joint
Stock Co.
663,230 1,517,728 275,741 1,241,987 1,252,370 70,867 63,252 1.51
Kaisheng
Sanitary
Co., Ltd.
26,000 26,000 76 25,924 0 -76 -76 -0.03

(7) Consolidated Financial Statements of Affiliated Companies

For the year ended December 31, 2020 (January 1, 2020 to December 31, 2020), the companies that should be included in the consolidated financial statements of affiliated companies in accordance with the "Regulations Governing the Preparation of Consolidated Financial Statements of Affiliated Companies and Related Party Reports" are the same as those that should be included in the consolidated financial statements of parent and subsidiary companies in accordance with IFRS 10, and the information required to be disclosed in the consolidated financial statements of affiliated companies has already been disclosed in the aforementioned consolidated financial statements of parent and subsidiary companies. The information required to be disclosed in the consolidated financial statements has been disclosed in the preceding consolidated financial statements of the parent and subsidiary.

(8) Relationship Report

The Company is not a subordinate company under Article 369-2 is of the Company Law, therefore, Not applicable.

2. Private Placement Securities in the Most

Recent Years

No such case.

  • 378 -

3. Shares in the Company Held or Disposed of by Subsidiaries in the Most Recent Year

No such case.

4. Other Necessary Items to Be Supplemented

None.

  • 379 -

IX. Matters that Have Significant Effect on Shareholders' Equity or the Price of Securities

For the most recent year and up to the date of publication of the annual report, events that have a significant impact on shareholders' equity or the price of securities as defined in Article 36, Paragraph 3, Clause 2 of the Securities and Exchange Act have occurred:

No such case.

  • 380 -