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SESODA Annual Report 2020

Jul 15, 2021

51891_rns_2021-07-15_9d54c8e5-9619-4bea-965f-2066516fa869.pdf

Annual Report

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Stock code: 1708 Sesoda Corporation 2020Annual Report

==> picture [226 x 65] intentionally omitted <==

Date of publication: March, 2021 Annual Report URL: http://mops.twse.com.tw http://www.sesoda.com.tw

Spokesman : Chih-Yung Liu Vice President

Telephone : (02) 2704-7272 ext 291 Email address : [email protected] Acting : Ching-Yun Chu Head of Accounting spokesman Telephone : (02) 2704-7272 ext 233 Email address : [email protected]

Headquarters: Sesoda Corporation Affiliated East Tender Trading Co., Ltd. enterprises:

Zaifeng Motor Freight Co., Ltd.

Yukari Group Co., Ltd. E-Teq Venture Co., Ltd. Sesoda Investment (BVI) Ltd. Sesoda Steamship Corporation SS Marine Holding Corporation Southeast Marine Globe Corporation Southeast Shipping Corp. Southeast Marine Transport Corporation SE Harmony Corporation SE Apex Corporation SE Bulker Corporation SE Marine Corporation SE Carrier Corporation SE Delta Corporation SE Glory Corporation SE Peace Corporation SE Royal Corporation SE Evermore Corporation SE Fortune Corporation SE Victory Corporation SE Jasmine Corporation

Address: 23F, No. 99, Sec. 2, Dunhua S. Road, Taipei City, Taiwan Tel.: (02) 2704-7272 Fax: (02) 2704-3380

Suao Plant: No. 120, Xincheng 1st Road, Suao Township, Yilan County Tel.: (03) 990-5121 Fax: (03) 990-3235

Changhua Plant: No. 1-6, Gongxi 1st Road, Chuansing Industrial Park, Shengang Township, Changhua County Tel.: (04) 798-8931 Fax: (04) 798-8933

Taichung Plant: No. 12, Gongshi Road, Youth Industrial Park, Dajia District, Taichung City Tel.: (04) 2681-6685 Fax: (04) 2681-6686

Stock transfer agency: Transfer Agency Dept., CTBC Bank

Address: 5F No. 83, Sec. 1, Chongqing S. Road, Taipei City, Taiwan Tel.: (02) 6636-5566

URL: https://ecorp.chinatrust.com.tw/cts/index.jsp

Finance CPAs: Huang Ming-Hung, Huang Pai-Shu CPA firm: KPMG Taiwan

Address: 68F No. 7, Sec. 5, Xinyi S. Road, (Taipei 101 Building), Taipei City, Taiwan Tel.: (02) 8101-6666 URL: http://www.kpmg.com.tw

The names of any exchanges where the Company's securities are traded offshore: Not applicable

The locations of any exchanges where the Company's securities are traded offshore: Not applicable The URLs of any exchanges where the Company's securities are traded offshore: Not applicable

Address of the Company's website: http://www.sesoda.com.tw

Table of Contents

Item
One. Letter to Shareholders---------------------------------------------------------------
Two. Company Profile -----------------------------------------------------------
I. Date Established -----------------------------------------------------------------------------
II. Company history ----------------------------------------------------------------------------
Three. Corporate Governance Report ----------------------------------------
I. Organization system -------------------------------------------------------------------------
II. Information of Directors, President, Vice Presidents, Senior Managers, and
Heads of Departments and Branches --------------------------------------------------
(I) Directors -------------------------------------------------------------------------------
(II) Information on the General Manager, deputy general managers,
associate managers, and supervisors of various departments and
branches -----------------------------------------------------------------------------
III. Remuneration Paid to Directors, President, and Vice Presidents in Recent
Years ----------------------------------------------------------------------------------------
(I) Remuneration of general directors and independent directors -----------------
(II) Remuneration of president and vice president ----------------------------------
(III) Analysis of the proportion of total remuneration paid to the Company’s
directors, president and vice president to net profit after tax in the last
two years ----------------------------------------------------------------------------
IV. Corporate Governance Status ------------------------------------------------------------
(I) Operation status of the board of directors -----------------------------------------
(II) Operation status of the audit committee or status of participation of
supervisors in the operation of the board of directors -------------------------
(III) Operation status of corporate governance and its differences from the
Corporate Governance Best Practice Principles for TWSE/TPEx Listed
Companies and the reasons -------------------------------------------------------
(IV) Composition, responsibilities and operation status of the Compensation
Committee ---------------------------------------------------------------------------
(V) Performance of social responsibility ---------------------------------------------
(VI) Performance of ethical corporate management and differences from the
Ethical Corporate Management Best Practice Principles for
TWSE/GTSM Listed Companies and the reasons ----------------------------
(VII) Inquiry method if the Company has formulated the code of corporate
governance and relevant rules and regulations -------------------------------
(VIII) Other information which may enhance the understanding of the
operation status of corporate governance ---------------------------------------
(IX) Implementation status of internal control system ------------------------------
Page
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27
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30
32
34
34
37
42
53
56
67
71
71
72
(X) Penalties on the Company and its internal personnel in accordance with
the law, the Company's punishment for its internal personnel violating
the provisions of the internal control system, the main deficiencies and
improvements In the most recent fiscal year and up to the date of
publication of the annual report -------------------------------------------------- 74
(XI) In the most recent year and as of the printing date of the annual report,
important resolutions of the shareholders meeting and Board of
Directors -------------------------------------------------------------------------- 75
(XII) Different opinions of directors on important resolutions passed by
board meetings, with records or written statements in place in the
most recent year and up to the date of publication of the annual
report ------------------------------------------------------------------------------ 79
(XIII) Summary of the resignation and removal of the Company's chairman,
general manager, chief accountant, treasurer, internal audit
supervisor and R&D supervisor in the most recent year and up to the
date of publication of the annual report -------------------------------------- 79
V. Information about CPA Professional Fees ----------------------------------------------- 80
VI. Changes in Accountant Information ---------------------------------------------------- 80
VII. The Company’s chairman, general manager, or manager responsible for
financing or accounting affairs, who has worked for the accounting firm to
which CPAs belong or the affiliated enterprises in the past year ------------------ 80
VIII. Changes in equity ownership transfer and pledge by directors, managers
and shareholders holding more than 10% of the shares in the most recent
fiscal year and up to the date of publication of the annual report ----------------- 81
IX. Information about the relationship of the ten largest shareholders ----------------- 83
X. Number of shares held by the Company, its directors, managers, and
enterprises directly or indirectly controlled by the Company in the same
reinvestment enterprise and the comprehensive shareholding ratio --------------- 85
Four. Status of Fundraising ------------------------------------------------------ 86
I. Capital and Shares --------------------------------------------------------------------------- 86
(I) Sources of equity --------------------------------------------------------------------- 86
(II) Shareholder structure --------------------------------------------------------------- 89
(III) Distribution of Equity -------------------------------------------------------------- 90
(IV) List of major shareholders -------------------------------------------------------- 90
(V) Information about market price, net value, earnings, and dividends per
share in the most recent two years ----------------------------------------------- 91
(VI) Company dividend policy and implementation status ------------------------ 93
(VII) The influence of stock dividends planned to the paid in the
Shareholders Meeting of this year on the operation performance and
earnings per share of the Company: --------------------------------------------- 94
(VIII) Remuneration of employees and directors ------------------------------------ 95
(IX) The Company’s buyback of its own shares ----------------------------------- 95
II. Handling of corporate bonds -------------------------------------------------------------- 96
III. Disposal of preferred shares -------------------------------------------------------------- 96
IV. Circumstances of handling overseas depositary receipts ----------------------------- 96
V. Handling of employee stock options ----------------------------------------------------- 96
VI. Handling of restricted employee shares ------------------------------------------------ 96
VII. Handling of M&A or transfer of shares of other companies to issue new
shares --------------------------------------------------------------------------------------- 96
VIII. Implementation status of fund utilization plan -------------------------------------- 96
Five. Overview of Operations -------------------------------------------------- 97
I. Business content ----------------------------------------------------------------------------- 97
(I) Business Scope ------------------------------------------------------------------------ 97
(II) Industry Overview ------------------------------------------------------------------- 99
(III) Technology and R&D Overview ------------------------------------------------- 109
(IV) Long-term and short-term business development plans ---------------------- 110
II. Market and production and sales overview --------------------------------------------- 111
(I) Market analysis ----------------------------------------------------------------------- 111
(II) Important uses and production processes of main products ------------------- 119
(III) Supply status of main raw materials --------------------------------------------- 123
(IV) List of main purchase and sales customers in the last two years ------------ 123
(V) Production value in the last two years -------------------------------------------- 124
(VI) Sales volume in the last two years ----------------------------------------------- 124
III. Practitioner information ------------------------------------------------------------------- 125
IV. Environmental protection expenditure information ----------------------------------- 127
V. Labor Relations ------------------------------------------------------------------------------ 129
VI. Important contracts ------------------------------------------------------------------------ 134
Six. Financial Overview ----------------------------------------------------------- 135
I. Concise balance sheet and profit and loss statement for the most recent five
years ---------------------------------------------------------------------------------------- 135
II. Financial analysis for the last five years ------------------------------------------------- 136
III. The audit committee’s review report on the latest annual financial report -------- 143
IV. The most recent annual financial reports ----------------------------------------------- 144
V. Parent company’s only financial statement for the most recent fiscal year,
certified by a CPA ------------------------------------------------------------------------ 203
VI. In the most recent year and as of the publication date of the annual report, if
any financial difficulties occur among the Company and its affiliated
companies, their effect on the Company's financial status ------------------------- 262
Seven. Financial status and financial performance review analysis and
risk issues ---------------------------------------------------------------------------- 263
I. Review and analysis financial status ------------------------------------------------------ 263
II. Financial Performance --------------------------------------------------------------------- 264
III. Cash flows ---------------------------------------------------------------------------------- 265
IV. The impact of major capital expenditures in recent years on financial
operations ---------------------------------------------------------------------------------- 266
V. Reinvestment policy in the most recent year, main reasons for its profit or loss,
improvement plan and investment plan for the next year -------------------------- 267
VI. Analysis and assessment of risk issues in the most recent year and up to the
date of publication of the annual report: ---------------------------------------------- 267
VII. Other important matters ------------------------------------------------------------------ 271
Eight. Special Disclosures --------------------------------------------------------- 272
I. Related information of affiliated companies--------------------------------------------- 272
II. Handling of privately placed securities in the most recent year and as of the
date of publication of the annual report ----------------------------------------------- 281
III. Status of holding or disposing of the Company’s stocks by subsidiaries in the
most recent year and as of the date of publication of the annual report ---------- 281

IV. Other necessary supplementary explanations -----------------------------------------281

Nine. Events with significant impact ------------------------------------------- 282

One. Letter to Shareholders

Business Report of 2020

  • I. 2020 was an unprecedented year: With the spread of COVID-19 all over the world, the global market, society and politics, and people's behavior patterns and work styles were all dominated by the pandemic. The first shock of the virus occurred from March to May, when countries closed their cities and locked-down their countries in succession, leading to the collapse of the financial market and the overall contraction of the economy. Overall speaking, Taiwan was much less impacted than many other countries, but the manufacturing industry closed down or reduced production lines, and the downstream export customers were greatly impacted by the economic downturn and sluggish demand. Another wave of the pandemic swept Europe and the United States in the fall, but later the financial market was encouraged by the news of vaccine development and the support of monetary easing policies in various countries which shed a dim light on global economic recovery. The poor industry situation continued until the end of the year. With the announcement of the availability of vaccines, the market has gradually improved; it is expected that the global economy will finally see the light at the end of 2021, the industries of our customers will gradually return to the right track, and the price and overall sales will also gradually improve.

  • (I) Business Plan Implementation Results and Budget Implementation Status

    • The net consolidated operating income of the Company in 2020 was NT$4,034,992 thousand, with a budget achievement rate of 91%, which was NT$308,176 thousand less than that in 2019; the net consolidated operating profit was NT$254,328 thousand, with a budget achievement rate of 58%, which was NT$195,146 thousand less than that in 2019; the net consolidated profit in the current period was NT$174,129 thousand, with a budget achievement rate of 69%, which was NT$100,512 thousand less than that in 2019; the earnings per share after tax was NT$0.76.

Affected by the pandemic, the various basic chemical raw material markets were under great pressure in the first half of the year due to the sluggish demand of downstream customers and the market; the raw material suppliers failed to effectively relieve the inventory pressure, causing the prices repeatedly hit new lows; the competitors also cut prices to compete, which had a great impact on the business turnover and profitability of the Company. Later, due to the closure of ports and cities around the world, goods could not get in and get out at one time. With the gradual recovery of purchasing power in the fourth quarter, the rise of ocean freight worsened the situation, and the continuous rise of the price of chemical raw materials presented a further challenge.

The domestic market, as a whole, could not get rid of the malicious price competition. Although the Company tried to maintain the market share of its main products, its profit was severely impacted. On the export of potassium sulfate, the global container

1

traffic was not smooth due to the impact of the pandemic, and there was a shortage of containers in many regions. Therefore, the shipping freight soared to a 10-year high since October, causing a huge impact on our sales. Originally, there was only a rise in the ocean route shipping freight and containers were hard to obtain, but later it spread to near-ocean routes. The export demand for the Company's potassium sulfate was stable in the first half of 2020, but the rising freight rate later was unfavorable to the price competition and had a great impact on the profit. Taiwan's annual export volume of potassium sulfate exceeded 179,000 tons in 2020, an increase of 12.7% compared with that in 2019 (the Company's sales volume grew by nearly 27%).The annual export volume of potassium sulfate of mainland China in 2020 was 375,000 tons, an increase of nearly 16% compared with that in 2019.

Shipping business of the Company’s subsidiary: The shipping industry was affected by the Sino US trade war in 2020, as well as the closure of many cities around the world by COVID-19 which caused a sharp drop in the demand for international freight. In 2020, the Group's shipping business managed to maintain the whole fleet for hire. However, due to the closure of many ports in various countries, an increase in the cost of crew rotation due to contract expiration, and a sharp increase in the cost of quarantine and pandemic prevention, the time and cost of regular ship maintenance were extended as a result, which made the operation of the shipping industry difficult in 2020, and the profit dropped by nearly 60%.The Lightweight Shipping Index declined until the second half of 2020, and then rose sharply in February 2021 due to the return of demand that caused the freight rate to soar. Since the beginning of the year, the Lightweight Shipping Index has risen nearly 100%. It is expected that the shipping industry will have a better performance in 2021.

Catering business of the Company’s subsidiary: The expansion of restaurants was slightly delayed in the first half of 2020 due to the impact of the pandemic, and the catering business as a whole was greatly affected by the pandemic in the first half of the year. Fortunately, the pandemic situation in Taiwan was under continuous control. In the second half of the year, the star sushi restaurant and the recently expanded Japanese-style hot pot restaurant set a new revenue record during the difficult period of the pandemic.

  • (II) Analysis of financial revenue and expenditure and profitability

  • Revenues and expenses

Unit: NTD Thousand

Item 2020 2019 Increase
Operatingrevenue 4,034,992 4,343,168 (308,176)
Operatingcosts 3,197,912 3,324,057 (126,145)
Operating profit 254,328 449,474 (195,146)
Netprofit for theperiod 174,129 274,641 (100,512)

2

  1. Profitability analysis
2. Profitabilityanalysis
Item 2020 2019
Return on assets 2% 4%
Return on equity 3% 5%
Netprofit before tax topaid-in capital 8% 15%
Netprofit margin 4% 6%
Earningsper share(NT Dollars) 0.76 1.20

(III) Research and development status

  1. Core Industrial Chemical Business

  2. A. In order to effectively manage and control the production process and improve the efficiency, the construction and collection of big data was implemented at the Su'ao General Plant to improve the combustion efficiency of heavy oil in the potassium sulfate production process, and oxygen/combustible gas detection and control as well as heavy oil flowmeter and liquid-level radar wave were added for the combustion and emission of exhaust gas; these have effectively improved fuel efficiency, reduced oil consumption and reduced costs. The other improvements include equipment vacuum degree monitoring and real-time photographic monitoring for the environment which can effectively supervise environmental protection and industrial safety.

  3. B. The granular potassium sulfate is sprayed with the outer coating agent to prevent the granular potassium sulfate product from being powdered due to external forces such as transportation, packaging, stacking, etc.; and some processes have been improved to reduce the powder content of the product. The customer has reflected that it has effectively improved the delivery quality of granular potassium sulfate.

  4. C. Considering the consumption trend of granular potassium sulfate in the international market, the Company is engaged in the R&D of round-shaped granular potassium sulfate to expand the sales volume.

  5. D. In response to market demand, the Company plans to develop potassium-containing fertilizers.

3

II. Summary of Business Plan for the Year

  • (I) Operating strategy

The Company will continue to deepen and expand its base in the chemical market, the shipping subsidiary will continue to be fully leased with its best configuration, and the catering industry, in addition to maintaining the high-quality requirement for its brand, will seek to improve its service. Besides, the Company will make more diversified investments to increase its profit base.

  • (II) Expected sales volume and important production and sales policies

Chemical industry: For the sales of basic chemical raw materials, in addition to continuing to maintain and strengthen customer relations and striving for the support of upstream suppliers, the Company will actively take its competitors' shares, effectively improve sales and consolidate its market share.

On the export market of potassium sulfate, in addition to the strong price competition due to its cancellation of export tariffs on related products, mainland China implemented export tax rebate for fertilizer products on December 1, 2020 which will benefit manufacturers and exporters of fertilizers including potassium sulfate, and their prices are expected to be more favorable. In addition to adjusting production according to market demand, the Company will more actively promote the order receiving of bulk containers in order to mitigate the impact of high container freight, and develop new packaging methods conducive to price competition; meanwhile, it will continue to focus on R&D meet the different needs of customers. Our overall product strategy is diversified and aims to provide customers with more comprehensive services. In addition, the Company's potassium sulphate product has obtained the "Chemical Registration, Evaluation, License and Restriction" certification from EU REACH in October 2020, which will be conducive to the development of the European market.

The principal sales volumes of core industrial chemical business products are estimated as follows:

llows:
Unit: Tons
Product type Estimated
production/purchase
quantity
Estimated sales
quantity
Manufacturing 324,813 315,766
Trading 84,759 92,173
Total 409,572 407,939

Shipping business: At the beginning of 2021, the shipping index has risen sharply due to the global expectation that COVID-19 vaccines will be effective and the US economic stimulus plan will pass. The shipping industry will not only grasp the time for contract renewal to lock in leases with better freight rates, but will also simultaneously strengthen the control of operating costs, so as to achieve better results

4

in 2021.

Catering business: The focus will continue to be on the development of self-owned brands; in addition to maintaining the catering quality of the season, we will enhance the dining experience and take care of different customers and provide flexible diet adjustment service, so as to differentiate our business from our competitors and create a different kind of dining enjoyment.

  • III. The Company's future development strategy is affected by the external competition environment, the legal environment and the overall business environment

In the chemical industry as our base, in response to the increasing demand for granular potassium sulfate from customers, we are continuing to expand our production capacity. At the beginning of 2021, we also started to invite professional consultants to assist our Su'ao General Plant on the ISO45001 and ISO14001 certification; in addition to further ensuring the work safety of plant production and operating procedures as well as implementing our corporate responsibility on the environment, they are the solid cornerstones for the Company to move towards sustainable operation.

In the shipping industry, we continue to comply with international laws and regulations to keep our fleet in compliance with the latest environmental and safety requirements. In addition, we adjust and control operating costs in response to the impact of the overall operating environment.

In the catering business of the subsidiary, after several years of diligent management of its own brand, it has accumulated considerable brand awareness, and its business turnover has been growing year by year. The "Qian An He" restaurant under it has won the one-star rating by the "Michelin Guide Taipei" for three consecutive years; in addition to focusing on food safety and fresh and healthy meals of the season, it continues to improve its service quality in the hope of going further ahead.

Regarding the regulatory environment, the Executive Yuan actively promotes the revision of the Company Act in order to provide a friendly innovation and entrepreneurial environment, strengthen corporate governance, enhance shareholder rights, increase business flexibility, efficiency and electronic management systems, and comply with international anti-money laundering regulations, and the Company will continue to track related issues. There are still many variables in the global economy. We are ready in every respect of our operations and hope to obtain better operating results to provide in return to shareholders. Finally, I would like to express my deep gratitude to all shareholders, directors, and all colleagues for their support, and I wish you all good health and all the best.

5

Sesoda Corporation

Chairman Chen Jung-Yuan

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Two. Company Profile

I. Date Established

  • (I) Date : March 2, 1957 Established

  • (II) Headquarters : 23F, No. 99, Sec. 2, Dunhua S. Road, Taipei City, Taiwan Tel.: (02) 2704-7272 (Representative)

Fax: (02) 2704-3380

Paid-in capital: NTD 2,284,418,810

  • (III) Core Industrial Chemical Business

  • Suao Main : No. 120, Xincheng 1st Road, Suao Town, Yilan County Plant

Tel.: (03) 990-5121 (Representative)

Fax: (03) 990-3235

  • Changhua : No. 1-6, Gongxi 1st Road, Quanxing Industrial Zone, Shengang Plant Township, Changhua County Tel.: (04) 798-8931

Fax: (04) 798-8933

  • Taichung : No. 12, Gong 10th Road, Youshi Industrial Zone, Dajia District, Plant Taichung City Tel.: (04) 2681-6685 Fax: (04) 2681-6686

  • (IV) Shipping : Sesoda Steamship Corporation business

Salduba Building, Top Floor, Urbanizacion Obarrio, Panama City, Panama Tel.: (02) 2704-7272 (Representative) Fax: (02) 2704-3380

  • (V) Catering : Yukari Group Co., Ltd. business

1st Floor, No. 9, Lane 160, Yanji Street, Taipei Tel.: (02) 2751-9828 Fax: (02) 2751-2528

7

II. Company History

  • 1957

Sesoda Corporation was formally established with soda ash as its first product.

  • 1959

Began producing sodium bicarbonate.

  • 1971

  • Started the production of ammonium powder.

  • Introduced German Zahn Company’s technology to produce potassium sulfate and hydrochloric acid.

  • 1984

Introduced technology from Sweden’s Boliden company to produce sulfate of potash and hydrochloric acid.

  • 1986

The Company's stock was listed on the Taiwan Stock Exchange for trading.

  • 1987

Introduced technology from Sweden’s Boliden company to produce dicalcium phosphate and calcium chloride.

  • 1988

Completed wastewater treatment plant.

  • 1992

Invested in Bank Sinopac.

  • 1995

Established Sesoda Steamship Corporation, and purchased the bulk carrier m/v "Southeast Alaska".

  • 1996

Obtained ISO-9002/CNS-12682 certification.

  • 1997

  • Established Changhua Plant.

8

  1. Invested in International Network Capital Corporation

  2. 1998

Obtained ISO-14001 certification.

  • 1999

Invested in Zhongsheng Venture Capital Fund Company.

  • 2000

Established East Tender Optoelectronics Corporation.

  • 2001

The Company changed its name to Sesoda Corporation.

  • 2002

m/v "East Tender" bulk carrier delivered.

  • 2003

Ordered two 32,600 DWT bulk carriers, scheduled to be delivered in the first quarter of 2006 and 2007.

  • 2004

  • Increased storage capacity and expanded Changhua Plant.

  • The first set of granular potassium sulfate production line was built in Su’ao General Plant.

  • 2005

  • East Tender Optoelectronics Corporation shifted from losses to begin making profits.

  • Expanded second granular SOP production line.

  • 2006

  • The newly built 32,600 DWT bulk carrier m.v. "Crystal Ocean" was delivered.

  • Disposed of the bulk carrier m.v. "East Tender".

  • Expanded the third and fourth sets of granular potassium sulfate production lines.

  • 2007

  • Disposed of the bulk carrier m.v. ”Mount Baker”.

  • Reduced 25% capital by cash and the paid-in capital was NT$1.578 billion.

9

  1. Invested in China Hebei Oxen New Materials Co., Ltd.

  2. Expanded storage capacity and established Taichung Plant.

  3. 2008

Expanded the fifth and sixth granular SOP production lines.

  • 2009

  • Completed the expansion of the seventh and eighth granular potassium sulfate production lines.

  • A 28,050 DWT bulk carrier was ordered which would be delivered in November 2010.

  • 2010

  • Purchased the 28,306 DWT bulk carrier m.v. "Ansac Sesoda".

  • Purchased the 32,739 DWT bulk carrier m.v. "Ansac Splendor".

  • The new 28,191 DWT bulk carrier m.v. "Nord Yilan" was delivered.

  • 2011

  • Renamed m.v. “Crystal Ocean” as m. v. “Alpha Bulker”

  • Ordered a 32,600 DWT bulk carrier which would be delivered in the second half of 2013.

  • Complete the expansion of the ninth and tenth sets of potassium sulfate production lines.

  • 2012

  • Purchased the 32,729 DWT bulk carrier m. v. "Achilles Bulker".

  • East Tender Optoelectronics Corp. completed its initial public offering.

  • 2013

  • Ordered two 33,000 DWT bulk carriers which were expected to be delivered before the end of November 2015 and the end of March 2016.

  • The newly built 32,706 DWT bulk carrier m. v. "Ansac Enterprise" was delivered.

  • Invested in China Qingdao Alkali Potash Technology Co., Ltd.

10

• 2014

  1. Ordered seven 33,000~38,000 DWT bulk carriers.

  2. East Tender Optoelectronics Corp. completed its capital reduction of NT$70 million in cash.

  3. Invested in Yukari Group Co., Ltd.

  4. 2015

  5. Completed the expansion of the 11th and 12th sets of potassium sulfate production lines.

  6. Eight sets of potassium sulfate production lines of China Qingdao Alkali Potash Technology Co., Ltd. were completed.

  7. East Tender Optoelectronics Corp. cancelled its public offering of shares.

  8. Hebei Oke Chemical completed its listing on the New Third Board.

  9. The newly built 33,199 DWT bulk carrier m. v. "Emerald Enterprise" was delivered.

  10. Invested in E-TEQ VENTURE CO., LTD.

  11. 2016

  12. Completed the expansion of the ninth and tenth granular potassium sulfate production lines.

  13. East Tender Optoelectronics Corp. completed its public offering of shares and the registration on the Taipei Exchange.

  14. The newly built 33,415 DWT bulk carrier m. v. "Ruby Enterprise" was delivered.

  15. 2017

  16. The Company marked its 60th anniversary.

  17. The newly built 34,552 DWT bulk carrier m. v. “Andrea Enterprise” was delivered.

  18. Launched expansion of the thirteenth and fourteenth SOP production lines with expected completion and start of production in 2018.

  19. Took delivery of newly built 33,428 DWT bulk carrier m. v. "CIARA ENTERPRISE."

  20. Took delivery of newly built 33,173 DWT bulk carrier m. v. "SE MARINA."

  21. 2018

11

  1. Took delivery of newly built 38,000 DWT bulk carrier m. v. "SE KELLY" and its sister ship m. v. “SE NICKY.”

  2. Yukari Group's Ken Anho Restaurant received a one-star rating from the Michelin Guide Taipei.

  3. Purchased outstanding stocks of Zaifeng Motor Freight, making it a 100%-owned freight company of the Group.

  4. 2019

  5. Completed expansion of the 13th and 14th SOP production lines.

  6. The newly built 34,000 DWT bulk carrier m. v. “Remy Enterprise” was delivered.

  7. Took delivery of newly built 38,000 DWT bulk carrier m. v. "SE CARDI."

  8. Qian An He Restaurant won the one-star rating of "Michelin Guide Taipei" in 2019.

  9. 2020

The catering business exhibition shop "Ken shabushabu", at the same time QIANANHE won the "Michelin Guide Taipei" one-star appraisal for the third consecutive year.

12

III. Corporate Governance Report

I. Organization System

(I) Organizational Structure

==> picture [369 x 512] intentionally omitted <==

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

Shareholders’
Meeting
Board of
Audit Committee
Directors
Chairman’s R emuneration
Office Committee
Stock
Chairman Audit Office
Services
Office
Vice
Consulting
Chairman
Chief General
Engineer Manager's
Special Office General
Assistant Manager
Environment
and Safety
Office
Overseas Business Management Development
Suao Main Plant
Department Department Department Department
Finance Section Production Business
Section 1 Relations
Production Office
Accounting Section
Section 2
General Services
R&D Section
Office
Information Plant Services
Technology Office Section
Work Services Changhua
Section Plant
Storage and
Transportation
Section Taichung
Plant
----- End of picture text -----

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  • (II) Business of Each Major Department

  • President's Office:

    • (1) Planning and assisting in the implementation of project improvement and tracking improvement results.

    • (2) Coordination of matters related to production and sales meetings.

    • (3) Coordination and control of related matters among various departments.

    • (4) Formulation of mid- and long-term business planning.

    • (5) Valuation analysis of business management performance.

    • (6) Research and rationality analysis of the Company's annual business plan.

  • Environmental Safety Room:

    • (1) Formulate, plan, supervise, and promote safety and health management matters and guide relevant departments in their implementation.

    • (2) Formulate occupational safety and health management regulations and guide relevant departments in their implementation.

    • (3) Plan and supervise the labor safety and health management of various departments.

    • (4) Plan and supervise checkpoints and inspections and implement safety and health inspections.

    • (5) Instruct and supervise relevant personnel to conduct patrols, regular inspections, key inspections and surveys of operating environment.

    • (6) Plan and supervise the implementation of labor safety and health education and training.

    • (7) Supervise labor health inspections and implement health management.

    • (8) Supervise occupational incident investigation and treatment and handle statistics for occupational incidents.

    • (9) Provide relevant labor safety and health management information and suggestions.

    • (10) Other matters related to labor safety and health management.

  • Audit Office:

    • (1) Check the internal control system, self-assessment operations, establishment, implementation and review of rules and regulations.

    • (2) Check the performance of each department and make reports.

  • Stock Services Office:

    • (1) Preparatory arrangements for the shareholders’ meetings

    • (2) Preparatory arrangements for the board of directors and the compilation and

      • review of meeting handbooks.
    • (3) Establishment of business contacts and public relations with stock agencies and securities authorities.

    • (4) Cooperation in providing relevant information about securities related laws

      • and regulations.
    • (5) Processing of new share issuance related affairs and verification and statistics of shareholder equity.

    • (6) Research of laws and regulations related to stock affairs.

14

  1. Business Department:

  2. (1) Domestic business production and sales planning, market research, formulation and implementation of sales strategies.

  3. (2) Product sales, account processing, after-sales service.

  4. (3) Responsible for long-term domestic sales business goals and product

    • development planning.
  5. (4) Formulate marketing strategies and push forward based on domestic market information.

  6. (5) Develop domestic sales of new products and new customers.

  7. (6) Regularly review sales strategies and market responsiveness.

  8. Foreign Department:

  9. (1) Comprehensive management of all businesses related to export and external purchase.

  10. (2) Formulation and implementation of the management, deployment, supervision, assessment, pre-employment training and on-the-job training plan for export sales personnel.

  11. (3) Establishment, implementation, review and improvement of export business objectives.

  12. (4) Formulation, promotion and review of marketing strategies based on the information on the export market.

  13. Management:

  14. (1) Coordinate financial capital scheduling, routine accounting treatment and tax planning.

  15. (2) Compilation and review of annual reports and shareholders’ meeting handbooks.

  16. (3) Supervision and management of the purchase, maintenance, scrapping, sale, transaction, insurance and other related matters connected to fixed assets.

  17. (4) Responsible for the Company's computer equipment and application and network system planning, construction and development.

  18. (5) Formulation, implementation, and tracking of annual education and training plans.

  19. (6) Establishment, implementation, and updates of accounting system.

  20. (7) Summary of business analysis data.

  21. (8) Assist in handling and overall management of the Company's various risks.

  22. (9) Post-investment management of various reinvestments.

  23. (10) Personnel recruitment, salary, assessment, and personnel system management.

  24. (11) Inquiry and purchase of raw materials.

  25. Su’ao General Plant:

15

  • (1) Control of product production, manufacturing, process control, quality, capacity, delivery time and other production-related matters.

  • (2) Planning and supervision of the quality system.

  • (3) Formulation and supervision of quality control plans.

  • (4) Research and development of new products and improvement of existing products.

  • Development Department:

  • (1) Develop new business for the Company, be responsible for evaluation, and assist in establishment.

  • (2) Support the establishment and development of new business organizations and the formulation of operating policies.

  • (3) Collect various industry information and establish an industry database to address the General Manager’s needs of evaluation and decision-making.

  • (4) Comprehensively manage all matters of the Company's new investment businesses and be responsible for the performance appraisal of operation supervision.

16

(I) Director
1. Information of Directors
March 27, 2
Remarks (Note 4)
Spouse or relatives within the
second degree of kinship or closer
acting as other supervisors,
directors, or supervisors

Relationship
with the
Company
-- Father and
son
Brothers
Father and
son
Father and
son
Father and
son
Brothers

Name
-- Chen
Kai-Yuan
Chen
Li-Te
Chen
Li-Te
Chen
Cheng-Te
Chen
Kai-Yuan
Chen
Cheng-Te

Title
-- Director
Director
Director
Director
Director
Director
Office(s)
Concurrently Held
in the Company
and Other
Companies
Chairman/General
Manager of East
Tender Trading
Co., Ltd.
Director, Hebei
Oxen Special
Chemicals Co.
Director, Sincere
Industrial
Corporation
General Manager
of Sande
International
Investment Co.,
Ltd.
Chairman of East
Tender
Optoelectronics
Co., Ltd.
Chairman of E-Teq
Venture Co., Ltd.
Director, Sincere
Industrial
Corporation
Sesoda Steamship
Corporation
Director/President
Sesoda Investment
(BVI) Ltd.
Director/President
Director, Sincere
Industrial
Corporation
Principal
Experience
(Education)
(Note 3)
Master's degree,
Florida Institute
of Technology
Master of
Business
Administration,
New York
University
Department of
Industrial
Engineering,
Chung Yuan
Christian
University
Department of
Business
Administration,
University of
Southern
California
Shares held in the
name(s) of others
Percentage
of
ownership
0
0
0 0 0
Shares 0
0
0 0 0
Number of shares
currently held by
spouse and minor
children
Percentage
of
ownership


0
0

0

0

0
Shares 0
484
0 0 0
Number of shares
currently held
Percentage
of
ownership
6.46%
0
1.50% 1.50% 6.46%
Shares 14,758,338
6,330
3,425,923 3,425,923 14,758,338
Shares held at the time
of appointment
Percentage
of
ownership
6.46% 1.50% 1.50% 6.46%
Shares 13,014,408 3,021,097 3,021,097 13,014,408
Date first
appointed
(Note 2)
2009.5.22.
2015.5.14.
1994.4.21.
2009.05.22
1994.4.21.
1979.3.30.
2009.5.22.
2006.5.12.
Term of
office
2018.6.8
-
2021.6.7
2018.6.8
-
2021.6.7
2018.6.8
-
2021.6.7
2018.6.8
-
2021.6.7

Date
appointed
(took
office)
2018.6.8. 2018.6.8. 2018.6.8. 2018.6.8.
Gender Male Male Male Male
Name Zhengbang
Investment Co.,
Ltd.
Representative:
Chen
Rong-Yuan
Sincere
Industrial
Corporation
Representative:
Chen Cheng-Te
Sincere
Industrial
Corporation
Representative:
Chen Kai-Yuen
Zhengbang
Investment Co.,
Ltd.
Representative:
Chen Li-Te
Nationality
or place of
registration
Republic of
China
Republic of
China
Republic of
China,
United
States
Republic of
China
Republic of
China
Republic of
China
United
States
Title
(Note 1)
Chairman Vice
Chairman
Director Director
Remarks (Note 4)
Spouse or relatives within the
second degree of kinship or closer
acting as other supervisors,
directors, or supervisors

Relationship
with the
Company
-- -- --

Name
-- -- --

Title
--



--


--
Office(s)
Concurrently Held
in the Company
and Other
Companies
Director, Teh-Hu
Cargocean
Management
Company Limited
Executive Director,
Qiaotaixing
Investment Co., Ltd
Sequel Technology,
INC.
Executive Director
and General
Manager
Director, Chang Jia
Mechanical and
Electrical
Engineering Corp.
Director, Honolulu
Chain Food &
Beverage Co., Ltd.
Director, Yuezhi
Investment Co.,
Ltd.
Director, Youqiantu
Ltd.
Chairman of Junhui
International
(Longan) Co., Ltd.
Executive Director,
Junhui Enterprise
Textile & Garment
(Kunshan) Co., Ltd.
Director, Junhui
Holdings
(Singapore) Limited
Director, Daxing
Textile Pte Ltd.
Supervisor of
Fengshun
International Co.,
Ltd.
Principal
Experience
(Education)
(Note 3)
Department of
Business
Administration,
Chu Hai College
of Higher
Education, Hong
Kong

Babson College
of Business,
United States
MBA, Holy
Names
University,
United States
Shares held in the
name(s) of others
Percentage
of
ownership
0
0
0 0
Shares 0
0
0 0
Number of shares
currently held by
spouse and minor
children
Percentage
of
ownership


0
0.34%

0

0
Shares 0
786,160
0 0
Number of shares
currently held
Percentage
of
ownership
1.68%
1.72%
4.74% 1.50%
Shares 4,017,929
3,929,541
10,821,968 3,425,923
Shares held at the time
of appointment
Percentage
of
ownership
1.68% 4.74% 1.50%
Shares 3,381,243 9,543,182 3,021,097
Date first
appointed
(Note 2)
2009.5.22.
1982.3.31.
2006.5.12.
2016.1.1.
1994.4.21.
2018.6.8.
Term of
office
2018.6.8
-
2021.6.7
2018.6.8
-
2021.6.7
2018.6.8
-
2021.6.7

Date
appointed
(took
office)
2018.6.8. 2018.6.8. 2018.6.8.
Gender Male Male Male
Name Yalan
Investment
Consulting Co.,
Ltd.
Representative:
Wu Chung-Lee
Zhifu
Investment Co.,
Ltd.
Representative:
Chao
Hsin-Jung
Sincere
Industrial
Corporation
Representative:
Chu Yuan-Hua
Nationality
or place of
registration
Republic of
China
Republic of
China
Republic of
China
Republic of
China
Republic of
China
Singapore
Title
(Note 1)
Director Director Director
Remarks (Note 4)
Spouse or relatives within the
second degree of kinship or closer
acting as other supervisors,
directors, or supervisors

Relationship
with the
Company
-- -- --

Name
-- -- --

Title
-- --
--
Office(s)
Concurrently Held
in the Company
and Other
Companies
Independent
Director,
Prudential Life
Insurance Co., Ltd.
Director, Microtips
Technology Inc.
Vice Chairman of
FCC Partners
(Taipei) Inc.
Director, Taiwan
Mergers
&Acquisitions and
Private Equity
Council
Chairman of
Extreme Education
Consulting Co.,
Ltd.
Chairman of
Lingtao Xinchuang
Co., Ltd.
Director/President
of Formosa
Petrochemical
Corporation
Chairman of
Formosa Oil (Asia
Pacific)
Corporation
Chairman of
Idemitsu Formosa
Specialty
Chemicals
Corporation
Chairman of
Kraton Formosa
Polymers
Corporation
General Manager
of Mai-Liao Power
Corporation
Partner, Hengsheng
Law Firm
Principal
Experience
(Education)
(Note 3)
Master of
Business
Administration,
Michigan State
University,
United States
Master of
Advanced
Business
Administration,
National Sun
Yat-sen
University
EMBA, National
Chengchi
University
Shares held in the
name(s) of others
Percentage
of
ownership
0 0 0
Shares 0 0 0
Number of shares
currently held by
spouse and minor
children
Percentage
of
ownership

0

0

0
Shares 0 0 0
Number of shares
currently held
Percentage
of
ownership
0 0 0
Shares 0 0 0
Shares held at the time
of appointment
Percentage
of
ownership
0 0 0
Shares 0 0 0
Date first
appointed
(Note 2)
2018.6.8. 2015.5.14. 2018.6.8.
Term of
office
2018.6.8
-
2021.6.7
2018.6.8
-
2021.6.7
2018.6.8
-
2021.6.7

Date
appointed
(took
office)
2018.6.8. 2018.6.8. 2018.6.8.
Gender Male Male Female
Name Po-Hsin Wang Tsao Ming Chen Pei-Chun
Nationality
or place of
registration
Republic of
China
Republic of
China
Republic of
China
Title
(Note 1)
Independent
Director
Independent
Director
Independent
Director
March 27, 2021 Yalan Investment Consulting Co.,
Ltd.
Wu Chung-Li (9.85%), Wu Li Ya-Ming (10%), Wu Chih-Yi (40%), Wu Chih-Wen (40%)
Note 1: If the director or supervisor is a representative of an institutional shareholder, the name of the institutional shareholder shall be filled in.
Note 2: Fill in the name of the main shareholder of the institutional shareholder (with the shareholding ratio falling within the top ten) and the shareholding ratio. If the main shareholder is a
juridical person, the following Table 2 shall be filled in.
Note 3: If an institutional shareholder is not a company organizer, the name of the shareholder and shareholding ratio that shall be disclosed before is the name of the investor or donor and the ratio
of capital contribution or donation.
Table 2: Major shareholders of major shareholders who are juridical persons as referred to in Table 1
March 27, 2021
Wintex Limited 100%
Mega Fortune Overseas Holdings Ltd. 100%
Note 1: If the main shareholder is a juridical person as shown in Table 1 above, the name of the juridical person shall be filled in.
Note 2: Fill in the name of the main shareholder of the juridical person (where its shareholding ratio falls in the top ten) and its shareholding ratio.
Note 3: If an institutional shareholder is not a company organizer, the name of the shareholder and shareholding ratio that shall be disclosed before is the name of the investor or donor and the ratio
of capital contribution or donation.
Major shareholders of corporate shareholders (note 2) Chen Kai-Yuan (15.1%), Chen Li-Te (13.98%), Chen Chung-Yi (15.27%), Chen Chung-Ying (14.8%), Chu Ying-Lung (9.6%), Chu
Ying-Piao (7.31%), Ting Chao-Kuo (4.4%), Lai Wen-Chang (3.5%), Chu An-Hsing (2.2%)

Wintex Limited 100%
Chao Fang Ching Chen (84%), Hsia Ling-wen (16%)
Wu Chung-Li (9.85%), Wu Li Ya-Ming (10%), Wu Chih-Yi (40%), Wu Chih-Wen (40%)
Major shareholders of the juridical person (Note 2) Mega Fortune Overseas Holdings Ltd. 100%
Juridical person name (Note 1) Wintex Limited 100%
Name of corporate
shareholder (note 1)
Sincere Industrial Corporation Zhengbang Investment Co.,
Ltd.
Zhifu Investment Co., Ltd. Yalan Investment Consulting Co.,
Ltd.

2. Whether the directors meet the independence criteria

Compliance of director information with the independence criteria (note 2)

Terms
Name
Has at least
experience
five years of relevant working
and the following professional
qualifications
five years of relevant working
and the following professional
qualifications
Number of
other public
companies
where he/she
concurrently
serves as an
independent
director

Lecturer or
above in a
department
related to
business, legal
affairs,
finance,
accounting or
area related to
the Company’s
business at a
public or
private 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
required for
business,
legal affairs,
finance,
accounting,
or Company
business
1 2 3 4 5 6 7 8 9 10 11 12
Chen
Kai-Yuan
V V -- V V -- V V V V -- V --
0
Wu
Chung-Li
V V -- -- V V V V V V V V --
0
Chen
Li-Te
V V -- V V -- V V V V -- V --
0
Chen
Cheng-Te
V V -- V V -- V V V V -- V --
0
Chao
Hsin-Jung
V V -- V V -- V V V V V V --
0
Chu
Yuan-Hua
V V -- V -- -- V V V V V V --
0
Chen
Jung-Yuan

V
V V V -- V V -- V V V V V V --
0
Tsao Ming V V V V V V V V V V V V V
0
Wang
Po-Hsin
V V V V V V V V V V V V V V
1
Chen
Pei-Chun
V V V V V V V V V V V V V V
0

22

  • Note 1: The number of fields can be adjusted based on the actual need.

  • Note 2: If the director or supervisor meets the following conditions in the two years before their election and during the term of office, please mark “  ” in the space below each condition code.

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

  • (2) The director is not a director or supervisor of the Company or its affiliated enterprises (except for concurrent independent directors of the Company and its parent company, subsidiaries, or subsidiaries of the same parent company in accordance with this Act or local laws and regulations).

  • (3) No one percent or more of the total issued shares of the Company are held by him/her or his/her spouse, or minor children or on his/her behalf, or none of their shareholding percentage is among top ten shareholders.

  • (4) The director is not a manager in (1) or the spouse, second-tier relative or third-tier relative of the persons listed in (2) or (3).

  • (5) Not a director, supervisor or employee of a corporate shareholder which directly holds more than 5% of the total issued shares of the Company, or a top five shareholder, or which appoints its representative as the Company’s director or supervisor in accordance with paragraph 1 or 2 of Article 27 of the Company Act (except for concurrent independent directors of the Company and its parent company, subsidiaries, or subsidiaries of the same parent company in accordance with this Act or local laws and regulations).

  • (6) Not a director, supervisor or employee of another company which has a seat on the board of directors, or more than half of its shares with voting rights are controlled by the same owner of the Company (except for concurrent independent directors of the Company and its parent company, subsidiaries, or subsidiaries of the same parent company in accordance with this Act or local laws and regulations).

  • (7) Not a director, supervisor or employee of another company or institution who is the same person or spouse as the Chairman, President or an equivalent position of the Company (except for concurrent independent directors of the Company and its parent company, subsidiaries, or subsidiaries of the same parent company in accordance with this Act or local laws and regulations).

  • (8) Not a director, supervisor or manager of another company or institution which has financial or business dealings with the Company, or is a shareholder holding more than 5% of the shares of the Company (not applicable if the Company or institution holds more than 20% but no more than 50% of the total issued shares of the Company, with concurrent independent directors of the Company and its parent company, subsidiaries, or subsidiaries of the same parent company in accordance with this Act or local laws and regulations).

  • (9) Not a professional, sole proprietor, partner, business owner or partner, or a director, supervisor, manager or the spouse of the above of a company or institution which provides audit services to the Company or its affiliated enterprises, or the cumulative remuneration amount of which in the past two years exceeds NT$500,000 for business, legal affairs, finance or accounting related services. However, for members of the Salary and Compensation Committee, Public Acquisitions Review Committee, or M&A Special Committee who perform their functions and powers in accordance with the relevant laws and regulations of the Securities and Exchange Act or the Corporate Mergers & Acquisitions Act, this limitation shall not apply.

  • (10) The director or supervisor has no spouse or second-tier relative relationship with other directors.

  • (11) There are no such circumstances as in Article 30 of the Company Act.

  • (12) The director or supervisor is not a government agency, a legal person or their representative as stipulated in Article 27 of the Company Act.

23

Remarks
(Note 3)
-- --
Spouse or relatives within
the second degree of kinship
or closer acting as
managerial officers
Relationship
with the
Company
-- --
Name -- --
Title -- --
Office(s)
Concurrently
Held in Other
Companies

Director,
Zarfeng Auto
Transpotation
Co., Ltd.
Director, East
Tender Trading
Co., Ltd.
Director,
Xingdian
Industrial Co.,
Ltd.


Director,
Zarfeng Auto
Transpotation
Co., Ltd.
Director, East
Tender Trading
Co., Ltd.
Supervisor,
E-Teq Venture
Co., Ltd.
Major Experience
(Academic
Background)
(Note 2)
Arizona
State
University
Accounting
Institute, National
Cheng
Kung
University
Shares held in the
name(s) of others

Percentage
of
ownership

0

0
Shares 0 0
Spouse and minor
children holding
shares
Percentage
of
ownership
0 0
Shares 0 0
Number of shares
held
Percentage
of
ownership
0.03% 0.10%
Shares 67,672 205,275

Date
appointed
(took
office)
2019.12.01 2015.09.21
Gender Male Male
Name Huang
Chih-Cheng
Liu
Chih-Yung
Nationality Republic
of China
Republic
of China
Title
(Note 1)
General
Manager
Deputy
General
Manager,
Management
Department
-- -- -- -- -- -- --
-- -- -- -- -- -- --
-- -- -- -- -- -- --
-- --
--
-- -- -- --



None


None


Chairman of
Yukari Group
Co., Ltd.
Chairman of
Sincere
Industrial Corp.
President of
Zheng Bang
Investment Co.,
Ltd.
None

Director,
Yukari Group
Co., Ltd.



Director,
Yukari Group
Co., Ltd.

None
Department
of
Chemical
Engineering,
National
Taipei
University
of
Technology
Department
of
Chemical
Engineering,
Chinese
Cultural
University
Hofstra University
Department
of
Management
(undergraduate)
American
School
graduate
University of
Alabama
Marketing Institute
Department
of
Accounting,
Feng
Chia University
Department
of
Accounting, Chung
Yuan
Christian
University
Department
of
Accounting,
Tamkang
University

0

0

0

0

0

0

0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 195
0.01% 0 0 0 0.01% 0 0
26,217 117 0 0 11,550 0 0
2009.03.01 2019.08.01 2020.07.01 2020.02.03 2018.07.23 2016.11.01 2017.02.06
Male Male Male Female Female Female Female
Lin
Yung-Le
Shih
Yueh-Hui
Chen Yi-Te Lin
Shu-Yuan
Chen
Chih-Chun
Chu
Ching-Yun
Li Yen-Ling
Republic
of China
Republic
of China
Republic
of China
Republic
of China
Republic
of China
Republic
of China
Republic
of China
Deputy
General
Manager of
Suao Main
Plant
Director, Suao
Main Plant:
Vice President
of Foreign
Department
Associate
Manager,
Business
Department
Finance
Supervisor
Accounting
Supervisor
Audit
Supervisor
December 31, 2020
Unit: NTD Thousand

Renum
eration
receive
d from
investee
compan
ies
outside
of
subsidia
ries or
from
the
parent
compan
y

Renum
eration
receive
d from
investee
compan
ies
outside
of
subsidia
ries or
from
the
parent
compan
y

Renum
eration
receive
d from
investee
compan
ies
outside
of
subsidia
ries or
from
the
parent
compan
y

Renum
eration
receive
d from
investee
compan
ies
outside
of
subsidia
ries or
from
the
parent
compan
y
0 0 27
Ratio of the total amount of A, B,
C, D, E, F, and G
vs. net profit
after tax
All
compan
ies in
the
financia
l
reports
17.06%
The
Compan
y
13.48%
Remuneration from concurrently serving as employee Remuneration of employees
(G)
All
companies in
the financial
reports

Stock
amou
nt
0


Cash
amoun
t
0
The
Company
Stock
amou
nt
0
Cash
amou
nt
0
Retirement
pension
(F)
All
compani
es in the
financial
reports 0
The
Com
pany
0
Salaries,
bonuses and
special expenses
(E)

All
compan
ies in
the
financi
al
reports
6,224

The
Compa
ny

0
Ratio of the total of A, B, C
and D to net
income after tax
(%)
All
compan
ies in
the
financi
al
reports
13.48%
The
Compa
ny
13.48%
Directors' Remuneration Business
execution costs
(D)
(Note 1)

All
compan
ies in
the
financi
al
reports
10,020

The
Compa
ny
10,020
Remuneration of
directors
(C)
(Note 2)

All
compan
ies in
the
financia
l reports
4,010


The
Compa
ny
4,010
Retirement
pension
(B)
All
compani
es in the
financial
reports 0
The
Comp
any
0
Remuneration
(A)
All
compani
es in the
financial
reports 9,450
The
Compa
ny
9,450
Name Representative of
Zheng Bang Investment
Co., Ltd.: Rong-Yuan
Chen
Representative of
Hsinyou Industrial
Corp.:Cheng-Te Chen

Representative of
Sincere Industrial Co.,
Ltd.: Kai-Yuen Chen
Representative of
Zheng Bang Investment
Co., Ltd.: Li-Te Chen

Representative of
Sincere Industrial Co.,
Ltd..: Yuan-Hua Chu
Representative of Zhi
Fu Investment Corp..:
Hsin-Jung Chao

Representative of Ya
Lan Investment
Consulting Co., Ltd.:
Chung-Lee Wu
Job title Chairman Vice
Chairman
Director Director Director Director Director
Independ
ent
Director
Chen Pei-Chun
Note 1: The Company paid NT$3,257 thousand to the directors and the driver of the chairman for the year.
Note 2: According to the Articles of Association by the resolution of the board meeting on March 29, 2021, the remuneration of the directors in 2020 is calculated at NT$4,010 thousand. The distribution
to directors is estimated based on the distribution ratio last year, and the detailed distribution has not been resolved as of the publication date of the annual report.
Note 3. Except as disclosed in the above Table, the remuneration for the services provided for all companies in the financial report by the directors of the Company in the most recent year (such as
consultants who are not employees): None.
Note 4: The remuneration policy for independent directors of the Company is determined in accordance with the Company's Articles of Incorporation and considers peer industry standards as well as
duties and contributions.
Tsao Ming Wang Po-Hsin Chen Pei-Chun
Independ
ent
Director
Independ
ent
Director
Independ
ent
Director
Director name The total amount of the first seven remuneration items
(A+B+C+D+E+F+G)
All companies in the
financial reports I

Hsin-Rong Chao, Yuan-Hua
Chu, Ming Tsao, Po-Hsin
Wang, Pei-Chun Chen
Wu Chung-Lee Chen Kai-Yuen Rong-Yuan Chen, Cheng-Te
Chen
-- Chen Li-Te -- -- -- -- 10
The Company Hsin-Rong Chao, Yuan-Hua
Chu, Ming Tsao, Po-Hsin
Wang, Pei-Chun Chen
Wu Chung-Lee Chen Kai-Yuen Rong-Yuan Chen, Cheng-Te
Chen
-- Chen Li-Te -- -- -- -- 10
The total amount of the first four remuneration items
(A+B+C+D)
All companies in the financial
reports I


Hsin-Rong Chao, Yuan-Hua
Chu, Ming Tsao, Po-Hsin
Wang, Pei-Chun Chen
Wu Chung-Lee Chen Kai-Yuen Rong-Yuan Chen, Cheng-Te
Chen
Chen Li-Te -- -- -- -- -- 10
The Company Hsin-Rong Chao, Yuan-Hua
Chu, Ming Tsao, Po-Hsin Wang,
Pei-Chun Chen
Wu Chung-Lee Chen Kai-Yuen Rong-Yuan Chen, Cheng-Te
Chen
Chen Li-Te -- -- --
--
-- 10
Range of remuneration paid to each director of
the Company
Less than 1,000,000 NTD 1,000,000 (inclusive) - NTD 2,000,000
(exclusive)

NTD 2,000,000 (inclusive) - NTD 3,500,000
(exclusive)

NTD 3,500,000 (inclusive) - NTD 5,000,000
(exclusive)
NTD 5,000,000 (inclusive) - NTD 10,000,000
(exclusive)
NTD 10,000,000 (inclusive) - NTD 15,000,000
(exclusive)
NTD 15,000,000 (inclusive) - NTD 30,000,000
(exclusive)
NTD 30,000,000 (inclusive) - NTD 50,000,000
(exclusive)
NTD 50,000,000 (inclusive) - NTD 100,000,000
(exclusive)
Over NTD 100,000,000 Total
December 31, 2020
Unit: NTD Thousand
Renumerati
on received
from
investee
companies
outside of
subsidiarie
s or from
the parent
company
(Note 9)
Renumerati
on received
from
investee
companies
outside of
subsidiarie
s or from
the parent
company
(Note 9)
Renumerati
on received
from
investee
companies
outside of
subsidiarie
s or from
the parent
company
(Note 9)

None

None

None

None

None
Note 1: The Company paid NT$638 thousand to the President’s driver in the current year which was not included in the remuneration above.
Note 2: As of the publication date of the annual report, the Company’s proposed distribution of employee remuneration to the President has not yet been determined, and it is estimated based on
the actual distribution ratio last year. This year’s proposed distribution will be carried out after the resolution is passed in the shareholders’ meeting this year, and the information will be
updated in the annual report and disclosed on the Company's website.
Table of Remuneration Scales
Name of General Manager and Deputy General Manager(s) All companies in the financial reports E -- Chen Yi-Te Yung-Le Lin, Chih-Yung Liu, Yueh-Hui Shih Huang Chih-Cheng -- 30
Ratio of the total amount of
A, B, C and D vs. net profit
after tax (%)
All
companies in
the financial
reports
10.14%

The
Company
9.88%
Employee remuneration (D)
(Note 2)
All companies in the
financial reports

Stock
amount
0

Cash
amount
1,571
The Company Chen Yi-Te -- Yung-Le Lin, Chih-Yung Liu, Yueh-Hui Shih Huang Chih-Cheng --
The Company Stock
amount
0
Cash
amount
1,571
Bonus and special
subsidies (C)
(Note 1)
All companies
in the
financial
reports
592
The
Company
592
Retirement pension (B) All companies
in the
financial
reports
0
Range of remunerations paid to general manager(s) and deputy general manager(s) Less than 1,000,000 NTD 1,000,000 (inclusive) - NTD 2,000,000 (exclusive) NTD 2,000,000 (inclusive) - NTD 3,500,000 (exclusive) NTD 3,500,000 (inclusive) - NTD 5,000,000 (exclusive) NTD 5,000,000 (inclusive) - NTD 10,000,000 (exclusive)
The
Company
5,761
Salary (A)
All
companie
s in the
financial
reports
9,726
The
Company
9,285
Name Huang Chih-Cheng Chen Yi-Te
(taking office on
July 1, 2020)

Liu Chih-Yung
Lin Yung-Le
Shih Yueh-Hui
Title General
Manager

Deputy
General
Manager

Deputy
General
Manager

Deputy
General
Manager

Director of
Main
Plant:
-- -- -- -- -- 5
-- -- -- -- -- 5
NTD 10,000,000 (inclusive) - NTD 15,000,000 (exclusive) NTD 15,000,000 (inclusive) - NTD 30,000,000 (exclusive) NTD 30,000,000 (inclusive) - NTD 50,000,000 (exclusive) NTD 50,000,000 (inclusive) - NTD 100,000,000 (exclusive) Over NTD 100,000,000 Total

Names of managerial officers entitled to employee bonuses and amounts entitled

December 31, 2020
Unit: NTD Thousand
December 31, 2020
Unit: NTD Thousand
December 31, 2020
Unit: NTD Thousand
Title Name Share
remuneration
amount
Cash
remuneration
amount (note 1)

Total

Proportion of
total amount to
net profit after
tax(%)
Manager General
Manager
Huang
Chih-Cheng
0 2,402 2,402
1.38%
Deputy
General
Manager
Liu Chih-Yung
Deputy
General
Manager
Lin Yung-Le
Deputy
General
Manager
Chen Yi-Te
(taking office
on July 1,
2020)
Director of
Main Plant:
Shih Yueh-Hui
Associate
Manager
Lo
Chih-Chiang
(dismissed on
August 31,
2020)
Associate
Manager
Lin Shu-Yuan
(taking office
on February 3,
2020)
Finance
Supervisor
Chen
Chih-Chun
Accounting
Supervisor
Chu Ching-Yun
Audit
Supervisor
Li Yen-Ling

Note 1: As of the publication date of the annual report, the Company’s proposed distribution of employee remuneration to managers has not yet been determined, and the 2021 estimate is based on the actual distribution ratio of 2020. The proposed distribution will be carried out after the resolution is passed in the 2021 shareholders’ meeting this year, and the information will be updated and disclosed on the Company's website.

(III) Analysis of the proportion of the total remuneration paid to the directors, presidents and vice presidents of the Company and all the companies in the consolidated statements in the last two years to the net profit after tax, and explanation of the

32

policies, standards and combinations, as well procedures for setting the remuneration, and the relevance to the performance of the Company and future risks:

  1. Proportion of the total remuneration paid by the Company and all the companies in the consolidated statements to their directors, presidents and vice presidents in the last two years accounts to the net profit after tax:
cies, standards and combinations, as well procedures for setting the remuneration,
the relevance to the performance of the Company and future risks:
Proportion of the total remuneration paid by the Company and all the companies
n the consolidated statements to their directors, presidents and vice presidents in
he last two years accounts to the net profit after tax:
cies, standards and combinations, as well procedures for setting the remuneration,
the relevance to the performance of the Company and future risks:
Proportion of the total remuneration paid by the Company and all the companies
n the consolidated statements to their directors, presidents and vice presidents in
he last two years accounts to the net profit after tax:
cies, standards and combinations, as well procedures for setting the remuneration,
the relevance to the performance of the Company and future risks:
Proportion of the total remuneration paid by the Company and all the companies
n the consolidated statements to their directors, presidents and vice presidents in
he last two years accounts to the net profit after tax:
cies, standards and combinations, as well procedures for setting the remuneration,
the relevance to the performance of the Company and future risks:
Proportion of the total remuneration paid by the Company and all the companies
n the consolidated statements to their directors, presidents and vice presidents in
he last two years accounts to the net profit after tax:
cies, standards and combinations, as well procedures for setting the remuneration,
the relevance to the performance of the Company and future risks:
Proportion of the total remuneration paid by the Company and all the companies
n the consolidated statements to their directors, presidents and vice presidents in
he last two years accounts to the net profit after tax:
Unit: NTD Thousand
Year
Item
2019
2020
The
Company
All
companies in
the financial
reports
The
Company
All
companies in
the financial
reports
Total directors' remuneration
21,419
29,275
23,480
29,704
and proportion to net profit after
tax:
7.80%
10.66%
13.48%
17.06%
Total Remuneration Paid to
General Manager and Deputy
General Manager(s)
12,558
12,558
17,209
17,650
Remuneration paid to General
Manager and deputy general
managers and ratio to net profit
after tax
4.57%
4.57%
9.88%
10.14%
Year
Item
2019 2020
The
Company
All
companies in
the financial
reports

The
Company

All
companies in
the financial
reports
Total directors' remuneration 21,419 29,275 23,480 29,704
and proportion to net profit after
tax:

7.80%
10.66% 13.48% 17.06%
Total Remuneration Paid to
General Manager and Deputy
General Manager(s)
12,558 12,558 17,209 17,650
Remuneration paid to General
Manager and deputy general
managers and ratio to net profit
after tax
4.57% 4.57% 9.88% 10.14%
  1. The remuneration distribution of the directors, president and vice president of the Company are determined in accordance with articles 20, 27 and 32 of the Articles of Association of the Company, the level of industry, the respective business performance, future risks, as well as the position, responsibilities and contribution to the Company.

33

IV. Operation status of corporate governance:

(I) Operation status of the board of directors

In 2020, the board of directors held 8 meetings (A), and the status of the directors' attendance was as follows:

Title Name Actual
number of
attendance
(with or
without
voting
rights) B
Frequency of
attendance
Actual
attendance
(observation)
rate (%)
【B/A】
Note
Institutional
representative
of the
Chairman
Representative of
Zhengbang Investment
Co., Ltd.: Chen
Jung-Yuan
8 0 100%
Institutional
representative
of the Vice
Chairman
Representative of
Sincere Industrial
Corporation: Chen
Cheng-Te
8 0 100%
Institutional
representative
of the director
Representative of
Sincere Industrial
Corporation: Chen
Kai-Yuan
7 1 87.5%
Institutional
representative
of the director
Representative of
Zhengbang Investment
Co., Ltd.: Chen Li-Te
8 0 100%
Institutional
representative
of the director
Representative of
Sincere Industrial
Corporation: Chu
Yuan-Hua
3 5 37.5%
Institutional
representative
of the director
Representative of Yalan
Investment Consulting
Co., Ltd.: Wu Chung-Li

8
0 100%
Institutional
representative
of the director
Representative of Zhifu
Investment Co., Ltd.:
Chao Hsin-Jung

8
0 100%
Wang Po-Hsin 8 0 100%
Tsao Ming 8 0 100%
Chen
Pei-Chun
8 0 100%

Other matters to be recorded:

I. In case of any of the following circumstances in the operation of the board of directors, state the date

34

of the board meeting, the number of the meeting session, the contents of the motion, all the opinions of the independent directors and the Company's handling of such opinions of the independent directors:

  • (I) Items in Article 14-3 of the Securities and Exchange Act.

  • (II) In addition to the matters above, other resolutions of the board meeting with objections or reservation of independent directors and with records or written statement. The Company has established an audit committee in accordance with the law, not applicable to Article 14-3 of the Securities Exchange Act. In addition, there were no board resolutions that met opposition or reservations by independent directors and that were recorded or declared in writing this year. Please refer to “(XI) important resolutions of the shareholders' meeting and the board meeting in the latest financial year and up to the date of publication of the annual report” for the independent directors’ opinions, handling status and resolution results.

  • II. For the implementation of avoidance of motions by directors due to a conflict of interest involved, the name of the director, the content of the motion, the reason for withdrawal from the meeting for interest avoidance and the voting results shall be stated.

  • Board meeting on June 19, 2020:

  • (I) Content of the motion: It was resolved in the 9th meeting of the 4th term of the Compensation Committee of the Company on June 10, 2020 to pay NT$210,000 per month to Vice Chairman Cheng-Te Chen from July 1, 2020 onward; the motion was submitted for resolution.

  • Resolution: Vice Chairman Cheng-De Chen, Director Kai-Yuan Chen and Director Li-Te Chen withdrew from the meeting and did not participate in the discussion and voting. The remaining directors present unanimously agreed to pass the motion.

  • Board meeting on August 10, 2020:

  • (I) Content of the motion: It was resolved in the 10th meeting of the 4th term of the Compensation Committee of the Company on July 27th, 2020 that, in line with the price changes and consideration of his participation in and contribution to the operation of the Company, the monthly salary of Chairman Jung-Yuan Chen would be increased from NT$220,000 toNT$250,000 from August 1, 2020 onward; the motion was submitted for resolution.

    • Resolution: Chairman Jung-Yuan Chen withdrew from the meeting and did not participate in the discussion and voting. The remaining directors present unanimously agreed to pass the motion.
  • (II) Content of the motion: It was resolved in the 10th meeting of the 4th term of the Compensation Committee of the Company on July 27, 2020 to pay NT$148,000 per month to Yi-De Chen, Senior Vice President of the Foreign Department from July 15, 2020 onward; the motion was submitted for resolution.

  • Resolution: Vice Chairman Cheng-De Chen, Director Kai-Yuan Chen and Director Li-Te Chen withdrew from the meeting and did not participate in the discussion and voting. The remaining directors present unanimously agreed to pass the motion.

  • Board meeting on November 12, 2020:

  • (I) Content of the motion: It was resolved in the 11th meeting of the 1st term of the Audit Committee of the Company on November 12, 2020 to lift the non-competition restriction on Yi-De Chen, Senior Vice President of the Foreign Department of the Company, as a director of Hsinyou Industrial Co., Ltd.; the motion was submitted for resolution.

    • Explanation: Senior Vice President Chen is the second-tier blood relative of the directors of the Company. According to Article 206 of the Company Act, it is deemed that these directors have their personal interests in the matter. Without prejudice to the interests of the Company, the non-competition restriction shall be lifted in accordance with Article 209 of the Company Act.

    • Resolution: Vice Chairman Cheng-De Chen, Director Kai-Yuan Chen and Director Li-Te Chen withdrew from the meeting and did not participate in the discussion and voting. The remaining directors present unanimously agreed to pass the motion.

35

III. Status of Evaluation of Board of Directors

Evaluation
cycle
(Note 1)
Evaluation
period
(Note 2)
Evaluation
scope
(Note 3)
Evaluation
method
(Note 4)
Evaluation content
(Note 5)
The internal
performance
evaluation
of the board
of directors
is carried
out
regularly
every year.
The
performance
of the board
of directors
from January
1, 2020 to
December
31, 2020 was
evaluated.
The
evaluation
covers the
performance
of the board
of directors,
individual
directors, the
Audit
Committee
and the
Compensation
Committee.
It includes the
internal
self-assessment
of the board of
directors,
self-assessment
of directors
and
performance
evaluation by
peers.
(I)
The measurement items of the
performance evaluation of the board of
directors of the Company cover the
following five aspects:
1. Degree of participation in the
Company’s operations.
2. Improvement in the
decision-making quality of the
board.
3. Composition and structure of the
board of directors.
4. Election and continuing study of
directors.
5. Internal control.
(II) The measurement items of the
performance evaluation of individual
directors (by self or peer) covers the
following six aspects:
1. Mastery of Company goals and
tasks.
2. Awareness of the director’s
responsibilities.
3. Degree of participation in the
Company’s operations.
4. Internal relationship management
and communication.
5. Professional and continuing study
by the director.
6. Internal control.
(III) The measurement items of the
performance evaluation of the Audit
Committee shall at least cover the

IV. The objective of strengthening the functions of the board of directors in the current year and the most recent year (such as setting up an audit committee, enhancing information transparency, etc.) and the status of evaluation: Handled in compliance with laws and regulations

36

(II) Operation of the Audit Committee

  1. Operation of the Audit Committee:

  2. (1) Annual key work and operation status of the Audit Committee:

    • (A) There are 3 members of the Audit Committee of the Company.

    • (B) The Audit Committee's key annual work is the supervision of the following matters:

      • a. Appropriate expression of the Company’s financial statements.

      • b. Selection (dismissal) of the certifying accountants and their independence and performance.

      • c. Effective implementation of the Company's internal control.

      • d. The Company complies with relevant laws and regulations.

      • e. Management and control of the Company's existing or potential risks.

    • (C) In the most recent year up to December 31, 2020, the Audit Committee of the Company held five meetings (A), and the main issues discussed were the Company's involvement in the matters listed in Article 14-5 of the Securities and Exchange Act. The attendance of the committee members was as follows:

In 2020, the Audit Committee held five meetings (A), and the attendance was as follows:

follows:
Title Name Number of
times
actually
attending
(observing)
(B)
Frequency
of
attendance
Actual rate of
attendance
(with or
without voting
rights) B (%)
【B/A】
Note
Audit
Committee
Member
Wang
Po-Hsin
5 0 100%
Audit
Committee
Member
Tsao Ming 5 0 100%
Audit
Committee
Member
Chen
Pei-Chun
5 0 100%

37

  • (D) Other items to be recorded: In case of any of the following circumstances in the operation of the Audit Committee, state the date of the board meeting, the number of the meeting session, the contents of the motion, the resolution of the Audit Committee and the Company's handling of the opinions of the Audit Committee:

  • a. Matters listed in Article 14-5 of the Securities and Exchange Act.

The Company's
Board of Proposal
content
and
subsequent

handling of the

Date
Directors handling opinions of the Audit
Committee
Resolution to convert earnings into
The resolution of the
capital increase and issue new shares. Audit Committee
Resolution result: All members present was submitted to the

agree topass the resolution.
board meeting.
Resolution on dividend distribution. The resolution of the
Audit Committee
Resolution result: All members present
was submitted to the
16th agree to pass the resolution.
board meeting.
session of

2020/03/27
Statement of internal Control System for
The resolution of the
the 23rd
2019 Audit Committee
term
Resolution result: All members present was submitted to the

agree topass the resolution.
board meeting.
Resolution on the 2019 Financial
The resolution of the
statements (including consolidated
Audit Committee
financial statements).
was submitted to the
Resolution result: All members present
board meeting.
agree topass the resolution.
Revision of the Company's “Internal
18th

The resolution of the
Control System” and “Internal Audit
session of
Audit Committee

2020/06/19
Implementation Rules”.
the 23rd was submitted to the
Resolution result: All members present
term board meeting.
agree topass the resolution.
The amount of new endorsements and
20th guarantees is more than NT$30 million The resolution of the
session of and more than 5% of the net value in the
Audit Committee

2020/09/24
the 23rd latest financial statements. was submitted to the
term Resolution result: All members present board meeting.
agree topass the resolution.
Resolution to lift the non-competition
The resolution of the
restriction on managers. Audit Committee
Resolution result: All members present was submitted to the

agree topass the resolution.
board meeting.
21st
The amount of new endorsements and
session of

2020/11/12
guarantees is more than NT$30 million The resolution of the
the 23rd
and more than 5% of the net value in the
Audit Committee
term
latest financial statements. was submitted to the
Resolution result: All members present board meeting.
agree topass the resolution.
Proposal for 2021 Internal Audit Plan The resolution of the

38

The Company's
Board of Proposal
content
and
subsequent

handling of the

Date
Directors handling opinions of the Audit
Committee

Audit Committee
Resolution result: All members present

was submitted to the
agree to pass the resolution.
board meeting.
The amount of new endorsements and
22nd guarantees is more than NT$30 million The resolution of the
session of and more than 5% of the net value in the
Audit Committee

2020/12/28
the 23rd latest financial statements. was submitted to the
term Resolution result: All members present board meeting.
agree topass the resolution.
  • b. Except for the matters previously mentioned, the other matters that have not been passed by the Audit Committee but approved by more than two thirds of all directors:

There is no matter not passed by the Audit Committee but approved by more than two thirds of all directors in the current year.

  1. Communication between independent directors (Audit Committee) and the internal audit director and accountant

  2. (1) Communication policy between independent directors (Audit Committee) and the internal audit director and accountant:

    • (A) On June 8, 2018, three independent directors were elected in the shareholders' meeting to form the Audit Committee of the Company.

    • (B) In addition to submitting the audit report to the independent directors for review every month, the audit director reports to the independent directors in the audit committee meeting every quarter on the audit business and implementation of follow-up actions, and discusses and communicates immediately in response to the questions raised by the members; the accountant attends the audit committee at least once a year to communicate with independent directors on the financial report review and. If necessary, independent directors may also convene a meeting at any time.

    • (C) The audit director and the accountant may directly contact the independent directors as necessary, and the status of communication has been good.

    • (D) The Company also discloses the communication between independent directors and the internal audit director and the accountant on the Company's website.

  3. (2) Summary of communication between independent directors (Audit Committee) and the accountant in 2020.

Date Focus of communication
2020/03/27 Explanation of the audit of the financial report of 2019:
Audit
Committee
1. Responsibilities of auditors on the audit of financial statements.
2. Scope of audit
3. Audit findings.
4. Independence.

39

  1. Update of important laws and regulations. 2020/08/10 Explanation of the review of the financial statements of the second quarter of 2020: 1. Responsibilities of reviewers on the review of interim financial statements. 2. Scope of audit. 3. Audit findings. 4. Independence. 5. Key points of the review of the self-compiled financial report by the competent authority. 6. Update of important laws and regulations. 2020/11/12 Explanation of the review of the financial statements of the third Audit quarter of 2020: Committee 1. Independence. 2. Responsibilities of reviewers on the review of interim financial statements. 3. Scope of audit. 4. Audit findings. 5. Annual audit planning. 6. Update of laws and regulations. Result: All the matters above have been reviewed or approved by independent directors with no objection.

(3) Summary of communication between independent directors (Audit Committee) and the internal audit director in 2020.

Date of Audit
Committee
meeting
Communication items
2020/03/27 1. Internal Audit Execution Report for the fourth quarter of
2019 and from January to February of 2020.
2. Preparationof a “Statementof InternalControlSystem”
2020/06/19 1. Internal Audit Execution Report from March to May of
2020.
2. Revision of the "Internal Control System" and "Internal
Audit Implementation Rules".
2020/09/24 1. Internal Audit Execution Report from June to August of
2020.
2020/11/12 1. Internal Audit Execution Report in September 2020.
2. Draftingof the 2021 Internal Audit Plan.
2020/12/28 1. Internal Audit Execution Report from October to
Novemberof 2020.

40

Result: All the matters above have been reviewed or approved by Audit Committee members, and independent directors had no objection.

41

Listed













(III)
The operation of corporate governance and the difference from the Corporate Governance Best Practice Principles for TWSE/TPEx
Companies and the reasons:
Deviation from Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies and causes thereof

No difference and it has been
implemented.




There is no deviation from Article
13
of
Corporate
Governance
Best-Practice
Principles
for
TWSE/TPEx Listed Companies
and
implementation
has
been
carried out.
There is no deviation from Article
19
of
Corporate
Governance
Best-Practice
Principles
for
TWSE/TPEx Listed Companies
and
implementation
has
been
carried out.

There is no deviation from Article
14
of
Corporate
Governance
Best-Practice
Principles
for
TWSE/TPEx Listed Companies
and
implementation
has
been
carried out.
Status Summary Description The Company has formulated its Corporate
Governance Best Practice Principles.
The
Company's
Management
Department
handles shareholder suggestions, doubts or
disputes. If there are litigation matters involved,
they will be referred to the Company's legal
counsel for handling.
The Company’s board of directors has a simple
composition, and they are all major shareholders
.
Formulate and implement the supervision and
management measures of subsidiary companies.
No
Yes Yes
Yes

Yes
Yes
Evaluation item I.
Has the Company been in compliance
with the “Corporate Governance Best
Practice Principles for TWSE/TPEx
Listed Companies” and disclosed the
Company’s own corporate governance
best practice principles?

II.
Equity Structure and Shareholders'
Equity of the Company
(I)
Has the Company established internal
operation procedures to deal with
shareholders' suggestions, doubts,
disputes and lawsuits, and implemented
them in accordance with the
procedures?
(II) Does the Company have a list of major
shareholders and ultimate controllers of
major shareholders who actually
control the Company?
(III) Has the Company established and
implemented risk control and firewall
mechanisms with affiliated enterprises?
Deviation from Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies and causes thereof
Deviation from Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies and causes thereof


Deviations from the spirit of the
Corporate
Governance
Best-Practice
Principles
for
TWSE/TPEx Listed Companies
and implementation status.

















There is no deviation from Article
20
of
Corporate
Governance
Best-Practice
Principles
for
TWSE/TPEx Listed Companies
and
implementation
has
been
carried out.
Status Summary Description The Company’s Ethical Corporate Management
Operating Procedures and Behavior Guidelines
have regulated and prohibited insider trading.
The composition of the Company’s Board of
Directors shall be determined by taking diversity
into consideration and formulating an appropriate
policy on diversity based on the company's
business operations, operating dynamics, and
development needs. It is advisable that the policy
include, without being limited to, the following
two general standards and their implementation:
I.
Basic conditions and values: gender, age,
nationality, culture, etc.
II.
Professional
knowledge
and
skills:
professional background (such as law,
accounting, industry, finance, marketing or
technology),
professional
skills
and
industrial experience.
Each board member shall have the necessary
knowledge, skill, and experience to perform their
duties. In order to achieve the goal of corporate
governance, the board of directors should have
the following capabilities as a whole (detailed in
notes):
No
Yes Yes Yes
Evaluation item (IV) Does the Company have internal
regulations that prohibit insiders of the
Company from buying and selling
securities using non-public
information?
III.
Composition and Responsibilities of the
Board of Directors
(I)
Has the board of directors formulated
and strictly implemented
diversification policies on the
composition of its members?
Deviation from Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies and causes thereof
Deviation from Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies and causes thereof



There is no deviation from Article
28
of
Corporate
Governance
Best-Practice
Principles
for
TWSE/TPEx Listed Companies
and
implementation
has
been
carried out.








This will be handled in accordance
with laws and regulations.




No differences.
Status Summary Description I.
Operation judgment ability.
II.
Accounting and financial analysis ability.
III.
Operation management ability.
IV. Crisis handling ability.
V.
Industrial knowledge.
VI. International market perspective.
VII. Leadership.
VIII. Decision-making ability.
The Company has set up the Compensation
Committee which operates independently, and
the Audit Committee after the 2018 shareholders’
meeting.
The Company has formulated the "Board
Performance Evaluation Measures" on November
12, 2020, and in accordance with the regulations
of the competent authority, has been conducting
self-assessment of the board of directors,
individual directors and functional committees
regularly every year since the first quarter of
2021. The evaluation results are used as the
reference for nomination of directors.
The Company evaluates the independence of the
certified public accountant every year, and the
year of employment is included in the Audit
Committee’s discussion items. In addition, the
No No
Yes
Yes
Yes
Evaluation item (II) In addition to setting up the
Compensation Committee and the
Audit Committee according to law, has
the Company voluntarily set up other
functional committees?
(III) Has the Company established
performance evaluation measures and
methods for the board of directors,
conducted performance evaluation
annually and regularly, reported the
results of performance evaluation to the
board of directors, and applied them to
the reference of salary and
remuneration of individual directors
and nomination and renewal?
(IV) Does the Company regularly evaluate
the independence of the independent
auditor?
Deviation from Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies and causes thereof
Deviation from Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies and causes thereof





Deviations from the spirit of the
Corporate
Governance
Best-Practice
Principles
for
TWSE/TPEx Listed Companies
and implementation status.







There are no deviations from
Article 47 and 51 of Corporate
Governance
Best-Practice
Principles for TWSE/TPEx Listed
Companies and implementation
has been carried out.
Status Summary Description Management
Department
reports
the
independence evaluation results to the board
meeting (detailed in notes).

The Company's Management Department serves
as the full-time corporate governance unit,
responsible
for
coordinating
corporate
governance-related
matters
and
supervising
corporate governance-related business.
The Company has set up a special area for
stakeholders
on
the
Company's
website.
Stakeholders
are
contacted
by
related
departments.
The
Management
Department
assists in properly handling important corporate
social responsibility issues which are of the
concern of stakeholders, and the process is
supervised by the Audit Office.
No
Yes
Yes

Yes
Evaluation item IV. For a listed or OTC company, is it
equipped with competent and appropriate
number of corporate governance
personnel, and has it designated a
corporate governance director to be
responsible for corporate governance
related matters (including but not limited
to providing information required by
directors and supervisors to carry out
business, assisting directors and
supervisors to comply with laws and
regulations, managing related matters of
the board meeting and shareholders'
meeting in accordance with laws, taking
minutes of the board meeting and
shareholders' meeting, etc.)?

V.
Has the Company established a
communication channel with
stakeholders (including but not limited to
shareholders, employees, customers and
suppliers), set up a stakeholder area on
the Company's website, and properly
responded to major corporate social
responsibility issues of concern to
stakeholders?
Deviation from Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies and causes thereof
Deviation from Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies and causes thereof


Deviations from the spirit of the
Corporate
Governance
Best-Practice
Principles
for
TWSE/TPEx Listed Companies
and implementation status.




There is no deviation from Article
57
of
Corporate
Governance
Best-Practice
Principles
for
TWSE/TPEx Listed Companies
and
implementation
has
been
carried out.





There are no deviations from
Article 56 and 57 of Corporate
Governance
Best-Practice
Principles for TWSE/TPEx Listed
Companies and implementation
has been carried out.


There are no deviations from the
spirit of the Corporate Governance
Best-Practice
Principles
for
Status Summary Description The Company has appointed the Stock Affairs
Department of Chinatrust Commercial Bank to
handle shareholders' meeting related matters.
The Company’s website discloses company
profiles,
business
overviews,
financial
information,
and
corporate
governance
information in accordance with the regulations.
The
Company
has
dedicated
personnel
responsible for the collection and disclosure of
Company
information.
The
spokesperson’s
communication channels are very smooth, and
shareholders can call to express their opinions or
inquiries about the Company’s operations.
As manpower permits, we cooperate with
accountants to disclose information publicly as
soon as possible.
No No
Yes Yes Yes

Yes
Evaluation item VI. Has the Company appointed a
professional agency to handle the affairs
of the shareholders' meeting?
VII. Information Disclosure
(I)
Has the Company set up a website to
disclose financial and corporate
governance information?
(II) Does the Company adopt other ways of
information disclosure (such as setting
up an English website, appointing a
dedicated person to be responsible for
the collection and disclosure of the
Company's information, implementing
the spokesperson system, and placing
on the Company's website the process
of the seminar for institutional
investors)?
(III) Does the Company announce and
declare the annual financial report
within two months after the end of the
fiscal year, and announce and declare
the first, second and third quarter
financial report and the operation of
Deviation from Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies and causes thereof
Deviation from Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies and causes thereof
TWSE/TPEx Listed Companies.






















It conforms to the spirit of
Corporate
Governance
Best-Practice
Principles
for
TWSE/TPEx Listed Companies
has been implemented.
Status Summary Description 1.
2. In addition to the Company’s full compliance
with the Labor Standards Act, its Articles of
Incorporation
specify
that
employee
remuneration and special incentives shall be
3.5% and 1% of the profit for the year
respectively. However, if the Company still
has accumulated losses, they shall be made
up for first. The Company surpasses the
general standards of traditional industries in
that its employee welfare committee provides
major
holiday
benefits,
children's
scholarships, and stipends for weddings and
funerals.
3. The company’s employees have an average
tenure of 14.02 years, reflecting the fact that
the Company's benefits, work systems, and
working environment have all have surpassed
industry averages. Labor and capital thus
coexist and prosper and senior employees are
willing to serve the Company.
4. The
phone
line
of
the
company’s
spokesperson is open, accepting telephone
inquiries from institutions
or shareholders at any time to help them
understand
the
Company’s
operating
conditions. However, in accordance with the
No
Yes Yes
Evaluation item each month ahead of the required time
limit?
VIII. Does the Company have other important
information to help understand the
operation of corporate governance
(including but not limited to employee
rights and interests, employee care,
investor relations, supplier relations,
rights of interested parties, the status of
directors’ and supervisors' further
education, the implementation of risk
management policies and risk
measurement standards, the
implementation of customer policies, the
Company's purchase of liability
insurance policy for directors and
supervisors, etc.)?
Deviation from Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies and causes thereof
Deviation from Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies and causes thereof





















It conforms to the spirit of
Corporate
Governance
Best-Practice
Principles
for
TWSE/TPEx Listed Companies
has been implemented.
48
Status Summary Description rules set down by the securities regulatory
authority: no separate disclosure of regulated
information is allowed.
5. The
Company
has
always
maintained
long-term
relationships
with
suppliers,
stabilized
supply
relationships,
reduced
operating supply risks and costs, and
protected shareholders' rights.
6. The Company’s website has set up a special
area for stakeholders and prepares a CSR
report every year so that all stakeholders can
understand the company’s operations and
express views or make inquiries through
contact channels.
7. The Company's risk management has always
been based on the principles of immediacy,
openness, honesty, and compliance with
government regulations and related laws.
8. The Company arranges liability insurance for
directors and supervisors every year with an
insured amount of USD 3 million.
9. Status of advanced training for directors:
detailed in the Table below.
In addition to strengthening the content of the
Company's
website
and
increasing
the
transparency of the Company's information, the
"Board Performance Evaluation Measures" was
formulated on November 12, 2020 and the
No
Yes Yes
Evaluation item IX.
Please explain the improvement of the
corporate governance evaluation results
according to the findings issued by the
Corporate Governance Center of the
Taiwan Stock Exchange for the latest
Deviation from Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies and causes thereof
Deviation from Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies and causes thereof



Status of directors' advanced study:

















































































Course title
Economic Situation and Technological Pulse - Key
Issues for Enterprises


How Directors Shall Pay Due Attention and Be Loyal
to Their Responsibilities


Economic Situation and Technological Pulse - Key
Issues for Enterprises


How Directors Shall Pay Due Attention and Be Loyal
to Their Responsibilities


Economic Situation and Technological Pulse - Key
Issues for Enterprises


How Directors Shall Pay Due Attention and Be Loyal
to Their Responsibilities


Economic Situation and Technological Pulse - Key
Issues for Enterprises


How Directors Shall Pay Due Attention and Be Loyal
to Their Responsibilities


Development Trends and Exemplary Practices of
Corporate
Governance
and
Corporate
Social
Responsibility
Status Summary Description evaluation has been conducted annually since the
first quarter of 2021, but there is no external
evaluation defined yet.
Organizer Taiwan
Corporate
Governance
Association
Taiwan
Corporate
Governance
Association
Taiwan
Corporate
Governance
Association
Taiwan
Corporate
Governance
Association
Taiwan
Corporate
Governance
Association
Taiwan
Corporate
Governance
Association
Taiwan
Corporate
Governance
Association
Taiwan
Corporate
Governance
Association
Taiwan
Corporate
Governance
Association
No
Yes
Evaluation item year, and put forward the priorities and
measures for those that have not been
improved.
Class
hours
3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0
Date 2020/11/19 2020/11/19 2020/11/19 2020/11/19 2020/11/19 2020/11/19 2020/11/19 2020/11/19 2020/11/02
Participants
Name
Chen
Kai-Yuan
Chen
Kai-Yuan
Wu
Chung-Li
Wu
Chung-Li
Chen
Li-Te
Chen
Li-Te
Chen
Jung-Yuan
Chen
Jung-Yuan
Chen
Cheng-Te

Title
Director Director Director Director Director Director Director Director Director
Deviation from Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies and causes thereof
Deviation from Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies and causes thereof
Director
Chen
Cheng-Te 2020/08/07
3.0
Taiwan
Corporate
Governance
Association
Response
to
and
Application
of
Corporate
Governance Evaluation by the Board of Directors
Independent
Director
Wang
Po-Hsin
2020/11/19
3.0
Taiwan
Corporate
Governance
Association
Economic Situation and Technological Pulse - Key
Issues for Enterprises
Independent
Director
Wang
Po-Hsin
2020/11/19
3.0
Taiwan
Corporate
Governance
Association
How Directors Shall Pay Due Attention and Be Loyal
to Their Responsibilities
Independent
Director
Tsao
Ming
2020/11/27
3.0
Securities & Futures Institute
2021 Economic Outlook and Industry Trends
Independent
Director
Tsao
Ming
2020/11/27
3.0
Taiwan
Corporate
Governance
Association
The
Role
of
Institutional
Investors
in
the
Improvement of Corporate Governance
Independent
Director
Chen
Pei-Chun 2020/11/19
3.0
Taiwan
Corporate
Governance
Association
Economic Situation and Technological Pulse - Key
Issues for Enterprises
Independent
Director
Chen
Pei-Chun 2020/11/19
3.0
Taiwan
Corporate
Governance
Association
How Directors Shall Pay Due Attention and Be Loyal
to Their Responsibilities
Implementation of diversity in board membership:
Director
Chen
Cheng-Te 2020/08/07
3.0
Taiwan
Corporate
Governance
Association
Response
to
and
Application
of
Corporate
Governance Evaluation by the Board of Directors
Independent
Director
Wang
Po-Hsin
2020/11/19
3.0
Taiwan
Corporate
Governance
Association
Economic Situation and Technological Pulse - Key
Issues for Enterprises
Independent
Director
Wang
Po-Hsin
2020/11/19
3.0
Taiwan
Corporate
Governance
Association
How Directors Shall Pay Due Attention and Be Loyal
to Their Responsibilities
Independent
Director
Tsao
Ming
2020/11/27
3.0
Securities & Futures Institute
2021 Economic Outlook and Industry Trends
Independent
Director
Tsao
Ming
2020/11/27
3.0
Taiwan
Corporate
Governance
Association
The
Role
of
Institutional
Investors
in
the
Improvement of Corporate Governance
Independent
Director
Chen
Pei-Chun 2020/11/19
3.0
Taiwan
Corporate
Governance
Association
Economic Situation and Technological Pulse - Key
Issues for Enterprises
Independent
Director
Chen
Pei-Chun 2020/11/19
3.0
Taiwan
Corporate
Governance
Association
How Directors Shall Pay Due Attention and Be Loyal
to Their Responsibilities
Implementation of diversity in board membership:
Director
Chen
Cheng-Te 2020/08/07
3.0
Taiwan
Corporate
Governance
Association
Response
to
and
Application
of
Corporate
Governance Evaluation by the Board of Directors
Independent
Director
Wang
Po-Hsin
2020/11/19
3.0
Taiwan
Corporate
Governance
Association
Economic Situation and Technological Pulse - Key
Issues for Enterprises
Independent
Director
Wang
Po-Hsin
2020/11/19
3.0
Taiwan
Corporate
Governance
Association
How Directors Shall Pay Due Attention and Be Loyal
to Their Responsibilities
Independent
Director
Tsao
Ming
2020/11/27
3.0
Securities & Futures Institute
2021 Economic Outlook and Industry Trends
Independent
Director
Tsao
Ming
2020/11/27
3.0
Taiwan
Corporate
Governance
Association
The
Role
of
Institutional
Investors
in
the
Improvement of Corporate Governance
Independent
Director
Chen
Pei-Chun 2020/11/19
3.0
Taiwan
Corporate
Governance
Association
Economic Situation and Technological Pulse - Key
Issues for Enterprises
Independent
Director
Chen
Pei-Chun 2020/11/19
3.0
Taiwan
Corporate
Governance
Association
How Directors Shall Pay Due Attention and Be Loyal
to Their Responsibilities
Implementation of diversity in board membership:
Director
Chen
Cheng-Te 2020/08/07
3.0
Taiwan
Corporate
Governance
Association
Response
to
and
Application
of
Corporate
Governance Evaluation by the Board of Directors
Independent
Director
Wang
Po-Hsin
2020/11/19
3.0
Taiwan
Corporate
Governance
Association
Economic Situation and Technological Pulse - Key
Issues for Enterprises
Independent
Director
Wang
Po-Hsin
2020/11/19
3.0
Taiwan
Corporate
Governance
Association
How Directors Shall Pay Due Attention and Be Loyal
to Their Responsibilities
Independent
Director
Tsao
Ming
2020/11/27
3.0
Securities & Futures Institute
2021 Economic Outlook and Industry Trends
Independent
Director
Tsao
Ming
2020/11/27
3.0
Taiwan
Corporate
Governance
Association
The
Role
of
Institutional
Investors
in
the
Improvement of Corporate Governance
Independent
Director
Chen
Pei-Chun 2020/11/19
3.0
Taiwan
Corporate
Governance
Association
Economic Situation and Technological Pulse - Key
Issues for Enterprises
Independent
Director
Chen
Pei-Chun 2020/11/19
3.0
Taiwan
Corporate
Governance
Association
How Directors Shall Pay Due Attention and Be Loyal
to Their Responsibilities
Implementation of diversity in board membership:
Director
Chen
Cheng-Te 2020/08/07
3.0
Taiwan
Corporate
Governance
Association
Response
to
and
Application
of
Corporate
Governance Evaluation by the Board of Directors
Independent
Director
Wang
Po-Hsin
2020/11/19
3.0
Taiwan
Corporate
Governance
Association
Economic Situation and Technological Pulse - Key
Issues for Enterprises
Independent
Director
Wang
Po-Hsin
2020/11/19
3.0
Taiwan
Corporate
Governance
Association
How Directors Shall Pay Due Attention and Be Loyal
to Their Responsibilities
Independent
Director
Tsao
Ming
2020/11/27
3.0
Securities & Futures Institute
2021 Economic Outlook and Industry Trends
Independent
Director
Tsao
Ming
2020/11/27
3.0
Taiwan
Corporate
Governance
Association
The
Role
of
Institutional
Investors
in
the
Improvement of Corporate Governance
Independent
Director
Chen
Pei-Chun 2020/11/19
3.0
Taiwan
Corporate
Governance
Association
Economic Situation and Technological Pulse - Key
Issues for Enterprises
Independent
Director
Chen
Pei-Chun 2020/11/19
3.0
Taiwan
Corporate
Governance
Association
How Directors Shall Pay Due Attention and Be Loyal
to Their Responsibilities
Implementation of diversity in board membership:
Director
Chen
Cheng-Te 2020/08/07
3.0
Taiwan
Corporate
Governance
Association
Response
to
and
Application
of
Corporate
Governance Evaluation by the Board of Directors
Independent
Director
Wang
Po-Hsin
2020/11/19
3.0
Taiwan
Corporate
Governance
Association
Economic Situation and Technological Pulse - Key
Issues for Enterprises
Independent
Director
Wang
Po-Hsin
2020/11/19
3.0
Taiwan
Corporate
Governance
Association
How Directors Shall Pay Due Attention and Be Loyal
to Their Responsibilities
Independent
Director
Tsao
Ming
2020/11/27
3.0
Securities & Futures Institute
2021 Economic Outlook and Industry Trends
Independent
Director
Tsao
Ming
2020/11/27
3.0
Taiwan
Corporate
Governance
Association
The
Role
of
Institutional
Investors
in
the
Improvement of Corporate Governance
Independent
Director
Chen
Pei-Chun 2020/11/19
3.0
Taiwan
Corporate
Governance
Association
Economic Situation and Technological Pulse - Key
Issues for Enterprises
Independent
Director
Chen
Pei-Chun 2020/11/19
3.0
Taiwan
Corporate
Governance
Association
How Directors Shall Pay Due Attention and Be Loyal
to Their Responsibilities
Implementation of diversity in board membership:
Director
Chen
Cheng-Te 2020/08/07
3.0
Taiwan
Corporate
Governance
Association
Response
to
and
Application
of
Corporate
Governance Evaluation by the Board of Directors
Independent
Director
Wang
Po-Hsin
2020/11/19
3.0
Taiwan
Corporate
Governance
Association
Economic Situation and Technological Pulse - Key
Issues for Enterprises
Independent
Director
Wang
Po-Hsin
2020/11/19
3.0
Taiwan
Corporate
Governance
Association
How Directors Shall Pay Due Attention and Be Loyal
to Their Responsibilities
Independent
Director
Tsao
Ming
2020/11/27
3.0
Securities & Futures Institute
2021 Economic Outlook and Industry Trends
Independent
Director
Tsao
Ming
2020/11/27
3.0
Taiwan
Corporate
Governance
Association
The
Role
of
Institutional
Investors
in
the
Improvement of Corporate Governance
Independent
Director
Chen
Pei-Chun 2020/11/19
3.0
Taiwan
Corporate
Governance
Association
Economic Situation and Technological Pulse - Key
Issues for Enterprises
Independent
Director
Chen
Pei-Chun 2020/11/19
3.0
Taiwan
Corporate
Governance
Association
How Directors Shall Pay Due Attention and Be Loyal
to Their Responsibilities
Implementation of diversity in board membership:

Law

Response
to
and
Application
of
Corporate
Governance Evaluation by the Board of Directors


Economic Situation and Technological Pulse - Key
Issues for Enterprises


How Directors Shall Pay Due Attention and Be Loyal
to Their Responsibilities

2021 Economic Outlook and Industry Trends

The
Role
of
Institutional
Investors
in
the
Improvement of Corporate Governance


Economic Situation and Technological Pulse - Key
Issues for Enterprises


How Directors Shall Pay Due Attention and Be Loyal
to Their Responsibilities
Decision-making
ability
V V V V
Leadership
ability
V V V V
An
international
market
perspective
V V V V
Status Summary Description

Knowledge
of the
industry
V V V V
Taiwan
Corporate
Governance
Association
Taiwan
Corporate
Governance
Association
Taiwan
Corporate
Governance
Association
Securities & Futures Institute Taiwan
Corporate
Governance
Association
Taiwan
Corporate
Governance
Association
Taiwan
Corporate
Governance
Association

Crisis
management
ability
V V V V

Business
management
ability
V V V V
No


Accounting
and
financial
analysis
ability
V V V V
Yes
Evaluation item
3.0 3.0 3.0 3.0 3.0 3.0 3.0
The ability
to make
judgments
about
operations
V V V V
2020/08/07 2020/11/19 2020/11/19 2020/11/27 2020/11/27 2020/11/19 2020/11/19
Gender Male Male Male Male
Chen
Cheng-Te

Wang
Po-Hsin

Wang
Po-Hsin

Tsao
Ming


Tsao
Ming


Chen
Pei-Chun

Chen
Pei-Chun
Core
Diversification
Projects
Director name
Chen Jung-Yuan Chen Kai-Yuan Chen Li-Te Chen Cheng-Te
Director Independent
Director
Independent
Director
Independent
Director
Independent
Director
Independent
Director
Independent
Director
Deviation from Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies and causes thereof
Deviation from Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies and causes thereof
V Note: Criteria for assessing the independence of accountants
V V V V V V Whether conforming to the
status of independence
Yes Yes Yes Yes Yes
V V V V V V
V V V V V
Status Summary Description Evaluation Results No No No No No
V V V V V
V V V V V V
Evaluation item 1. Does the independent auditor have direct or significant indirect
financial interest relationship with the Company?
2. Does the independent auditor have financing or guarantee activities
with the Company or its directors?
3. Does the independent auditor have close business relationship and
potential employment relationship with the Company?
4. Do the independent auditor and members of his audit team have
held any position in the Company as a director, manager at present
or in the past two years or have a significant impact on the audit
work?
5. Does the independent auditor provide non-audit services that may
directly affect his audit work to the Company?
V V V V V V
No
V V V V V
Yes
Evaluation item
V V V V V V
Male Male Male Male Female Male
Chu Yuan-Hua Wu Chung-Li Chao Hsin-Jung Tsao Ming Chen Pei-Chun Wang Po-Hsin
Yes Yes Yes
No No No
6. Does the independent auditor have brokered the shares or other
securities issued by the Company?
7. Does the independent auditor act as the defender of the Company
or coordinate conflicts with other third parties on behalf of the
Company?
8. Is the independent auditor related to the Company's directors,
managers or persons who have significant influence on the audit
case?

(III) Composition, responsibilities and operation status of the Compensation Committee

  1. Information of Compensation Committee members
ID
classification
(Note 1)
Terms
Name

Has at least five years of relevant working
experience and the following professional
qualifications

Has at least five years of relevant working
experience and the following professional
qualifications

Has at least five years of relevant working
experience and the following professional
qualifications
Compliance with
the independence
criteria(note 2)
Compliance with
the independence
criteria(note 2)
Compliance with
the independence
criteria(note 2)
Compliance with
the independence
criteria(note 2)
Compliance with
the independence
criteria(note 2)
Compliance with
the independence
criteria(note 2)
Compliance with
the independence
criteria(note 2)
Compliance with
the independence
criteria(note 2)
Number
concurrently
serving as
members of the
remuneration
committees of
other publicly
issued
companies

Note
A lecturer or
above of a
public or
private
college or
university in
a relevant
department
of
commerce,
legal affairs,
finance,
accounting
or corporate
business.
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
required for
business,
legal affairs,
finance,
accounting,
or Company
business
1 2 3 4 5 6 7 8
Independent
Director
Wang
Po-Hsin
V V V V V V V V V V
0
" Chen
Pei-Chun
V V V V V V V V V V
0
Others Liang
Chi-Yen
V V V V V V V V V
0
  • Note 1: Please fill in as director, independent director or other.

  • Note 2: For members who meet the following conditions two years before and during their term of office, please type “  ” in the space below each condition code.

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

  • (2) Not a director or supervisor of the Company or its affiliated enterprises (except for concurrent independent directors of the Company and its parent Company, subsidiaries, or subsidiaries of the same parent Company in accordance with this Act or local laws and regulations).

  • (3) No one percent or more of the total issued shares of the Company are held by him/her or his/her spouse, or minor children or on his/her behalf, or none of their shareholding percentage is among top ten shareholders.

  • (4) Not a manager in (1) or the spouse, second-tier relative or third-tier relative of the persons listed in (2) or (3).

  • (5) Not a director, supervisor or employee of a corporate shareholder which directly holds more than 5% of the total issued shares of the Company, or a top five shareholder, or which appoints its representative as the Company’s director or supervisor in accordance with paragraph 1 or 2 of Article 27 of the Company Act (except for concurrent independent directors of the Company and its parent company, subsidiaries, or subsidiaries of the same parent company in accordance with this Act or local laws and regulations).

  • (6) Not a director, supervisor or employee of another company which has a seat on the board of directors, or more than half of its shares with voting rights are controlled by the same owner of this Company (except for concurrent independent directors of the Company and its parent company, subsidiaries, or subsidiaries of the same parent company in accordance with this Act or local laws and regulations).

  • (7) Not a director, supervisor or employee of another company or institution who is the same person or spouse as the Chairman, President or an equivalent position of the Company (except for concurrent independent directors of the Company and its parent company, subsidiaries, or subsidiaries of the same parent company in accordance with this Act or local laws and regulations).

53

  • (8) Not a director, supervisor or manager of another company or institution which has financial or business dealings with the Company, or is a shareholder holding more than 5% of the shares of the Company (not applicable if the Company or institution holds more than 20% but no more than 50% of the total issued shares of the Company, with concurrent independent directors of the Company and its parent company, subsidiaries, or subsidiaries of the same parent company in accordance with this Act or local laws and regulations).

  • (9) Not a professional, sole proprietor, partner, business owner or partner, or a director, supervisor, manager or the spouse of the above of a company or institution which provides audit services to the Company or its affiliated enterprises, or the cumulative remuneration amount of which in the past two years exceeds NT$500,000 for business, legal affairs, finance or accounting related services. However, for members of the Salary and Compensation Committee, Public Acquisitions Review Committee, or M&A Special Committee who perform their functions and powers in accordance with the relevant laws and regulations of the Securities and Exchange Act or the Corporate Mergers & Acquisitions Act, this limitation shall not apply.

  • (10) There are no such circumstances as in Article 30 of the Company Act.

  • Responsibilities of the Compensation Committee

  • (1) Regularly review the organizational procedures of the Remuneration Committee and propose amendments.

  • (2) Formulate and regularly review the Company’s policies, systems, standards and structures of annual and long-term performance targets and remuneration for directors, supervisors, and managers.

  • (3) Regularly evaluate the achievement of the performance goals of the company's directors, supervisors and managers, and determine the content and amount of their individual remuneration.

  • Information on the operation of the Compensation Committee

  • (1) There are three members on the Compensation Committee of the Company.

  • (2) The Compensation Committee held five meetings (A) in 2020; the status of member attendance is as follows:

Title Name Actual
number of
attendance
(with or
without
voting
rights) (B)
Frequency
of
attendance

Actual
attendance
(%)
(B/A) (note)
Note
Convener Wang
Po-Hsin
5 0 100%
Member Chen
Pei-Chun
4 1 80%
Member Liang
Chi-Yen
5 0 100%
Other matters to be recorded:
I.
If the board meeting does not adopt or amends the recommendation of the
Compensation Committee, state the date, period, content of the proposal,
resolution results of the board meeting, and the Company's handling of the
opinions of the Compensation Committee (if the compensation adopted by
the board meeting is better than the proposal of the Compensation
Committee, state the difference and reason): None.
II.
On resolutions of the Remuneration Committee, if members have
objections or reservations and have records or written declarations,the date,

54

period, proposal content, opinions of all members and the handling of the opinions of the members shall be stated: None.

  • Note: (1) Before the end of the year, if a member of the Compensation Committee resigns, the date of resignation should be indicated in the remarks column. The actual attendance rate (%) is calculated based on the number of meetings of the Compensation Committee during the term of service and the actual number of attendance.

  • (2) Before the end of the year, if there is any re-election of the Compensation Committee, both the new and old committee members should be listed, and whether the member is old, new or re-elected and the date of re-election should be indicated in the remarks column. The actual attendance rate (%) is calculated based on the number of meetings of the Compensation Committee during the term of service and the actual number of attendance.

55

Companies and the reasons: Deviation from Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies and causes thereof
Deviation from Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies and causes thereof




No differences.
No differences.
Status Summary Description In accordance with ISO 9001:2015, we regularly
review
environmental,
social, and corporate
governance issues to assess the Company's
operational risks and reduce their impact.
Furthermore, we prepare a CSR report to disclose the
relevant policies of the Company.
The Company has set up the "Corporate Social
Responsibility Implementation Committee", and
the Management Department is responsible for its
operation and policy implementation. Divided into
the following five groups
Corporate Governance Group: Consists of the
Management
Department/Development
Department, responsible for
establishing a corporate governance
system and complying with relevant
laws and regulations and the
Company’s Articles of
Incorporation.
Employee Care Group: It is composed of the
Management Department and the
personnel unit of the Main Plant. It
No
Yes





Yes






Yes
Evaluation item I.
Does
the
Company
conduct
risk
assessment on environmental, social and
corporate governance issues related to the
Company's operation in accordance with
the principle of materiality, and formulate
relevant risk management policies or
strategies (note 3)?
II. Has the Company set up a full-time
(part-time) unit to promote corporate
social responsibility, which is managed by
the
senior
management
under
the
authorization of the board of directors,
and reports to the board of directors of the
handling status?
Deviation from Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies and causes thereof
Deviation from Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies and causes thereof

57
Status Summary Description pays attention to the safety and
welfare of employees, cares for
employees, and formulates work
rules under the Labor Standards Act.
Environmental Protection and Energy Conservation
Group: It is composed of the
General Plant’s production and
R&D units to implement
environmental protection, safety and
health-related activities in
compliance with relevant national
laws and regulations, actively
integrate the plant environment with
the community environment, and
strive for community recognition.
Customer Relations Group: It is composed of the
Business Department/Overseas
Department and takes into account
the expectations and rights of all
stakeholders, communicating with
them and meeting their ultimate
expectations.
Social Care Group: Composed of the public
relations units of the Main
Plant/Changhua Plant/Taichung
Plant, it is dedicated to promoting
good neighbor relations,
No
Yes
Evaluation item
Deviation from Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies and causes thereof
Deviation from Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies and causes thereof

No differences.


No differences.




No differences.



No differences.
Status Summary Description participating in village activities,
and maintaining harmonious
relations with community residents.
The directors and the executive level management
of the Company have also paid close attention to
the development of corporate governance.

An environmental manual and an environmental
management system have been established.
Combustion waste heat recovery and reuse and
cooling water secondary recovery and cooling
reuse.
In accordance with risk management procedures,
the Business Department includes climate change
issues in the risk and opportunity assessment
project, and regularly reviews the impact on the
Company and the countermeasures every year.
The Company continues to promote energy-saving
measures and greening tree planting operations;
since 2015 the Company has suppressed 17,882
metric tons of CO2emissions.
The overall greenhouse gas emissions of the Su’ao
General Plant in 2019 and 2020 (Scope 1) are
shown in the following table:
No
Yes


Yes



Yes




Yes







Yes
Evaluation item III. Environmental Issues
(I)
Has
the
Company
established
an
appropriate environmental management
system according to its industrial
characteristics?
(II) Is
the
Company
committed
to
improving the efficiency of resource
utilization and using recycled materials
with low impact on the environment?
(III) Does the Company assess the potential
risks and opportunities of climate
change for the enterprise now and in the
future, and take measures to deal with
climate related issues?
(IV) Does the Company prepare statistics of
greenhouse
gas
emissions,
water
consumption and total weight of waste
in the past two years, and formulate
policies for energy conservation and
carbon
reduction,
greenhouse
gas
reduction, water consumption reduction
Deviation from Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies and causes thereof
Deviation from Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies and causes thereof



No differences.



No differences.



No differences.



No differences.
No differences.
59
Status Summary Description Work rules have been established in accordance
with the Labor Standards Act, safety and health
manuals, and management methods and procedures
have been established.
The “Employee Grievance Handling Measures”
have been formulated to ensure that the grievance
process is equal and transparent, and all grievances
from employees receive an appropriate response.
The Company has established the "Employee
Health Management Manual" in accordance with
laws and regulations, and regularly implements
safety and health training for employees.
The Company has formulated comprehensive
training policies, and provides new training courses
and diversified development learning programs to
establish
effective
training
programs
for
employees.
They have been implemented in accordance with
2020 23,062.81
2019 21,282.38
Plant Area/Process Emissions from Suao
Main Plant
(Tons/Year)
No
Yes



Yes






Yes



Yes


Yes
Yes
Evaluation item or other waste management? IV. Social Issues
(I)
Has the Company formulated relevant
management policies and procedures in
accordance with relevant laws and
regulations and International Human
Rights Conventions?
(II) Has the Company established and
implemented
reasonable
employee
welfare
measures
(including
compensation,
vacation
and
other
benefits), and properly reflected the
operating performance or results in
employee compensation?
(III) Does the Company provide a safe and
healthy work environment for its
employees and conduct regular safety
and health education for them?
(IV) Has
the
Company
established
an
effective career development training
program for its employees?
(V) Does the Company follow relevant laws
Deviation from Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies and causes thereof
Deviation from Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies and causes thereof










No differences.





No differences.
VI. If the Company has its own corporate social responsibility best practice principles in accordance with the “Corporate Social
Responsibility Best Practice Principles for TWSE/GTSM Listed Companies”, please state the implementation status and the differences:
Status Summary Description the
requirements
of
laws
and
regulations,
international
standards,
sales
targets
and
stakeholders.
The Company has established the “Supplier
Evaluation and Management Measures”. Through
interaction with suppliers, supplier evaluation is
carried out to judge whether to continue
purchasing.
The Company has established the “Supplier
Evaluation and Management Measures”. The
linked policy statement is added to the supplier
contract, and the terms of the contract may be
terminated in case of violations or dishonesty.

This can be inquired on the Company's website, as
follows:
Company
website/Investor
Relations/Corporate Social Responsibility. The
2020
Corporate
Sustainability
and
Social
Responsibility Report is under preparation and is
expected to be completed by the end of June.
No
Yes











Yes







Yes
Evaluation item and
regulations
and
international
standards for customer health and
safety, customer privacy, marketing and
labeling of products and services, and
formulate
relevant
policies
and
grievance procedures to protect the
rights and interests of consumers?
(VI) Does the Company have a supplier
management
policy
that
requires
suppliers
to
follow
relevant
specifications and their implementation
in
environmental
protection,
occupational safety and health or labor
human rights issues?
V. Does the Company prepare the corporate
social responsibility report and other
reports that disclose the Company's
non-financial information in accordance
with the international reporting standards
or guidelines? Is the aforesaid report
confirmed or guaranteed by a third-party
verification unit?
Deviation from Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies and causes thereof
Deviation from Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies and causes thereof
No difference. VII. Any other important information that may help to understand the operation of corporate social responsibility:
The establishment of the Company's environmental management unit or personnel:
3
Waste Disposal Specialist
Chuang
Ping-Hsun
Grade A waste disposal
(95) Environmental Protection
Administration Training Certificate
No. HA320201
The Company is a traditional manufacturer of industrial chemical materials (fertilizer). Based on the concept of "take from the earth, use
it for the land", the management and implementation of environmental protection, safety and health related activities have always been in
line with national regulations. Laws and regulations are the prerequisite, and actively integrate the plant environment with the
community environment, and strive to win the recognition of the community.
The Su’ao General Plant of the Company pays attention to the prevention of pollution and the conservation of natural resources in
environmental protection. Since 2004, it has carried out the demolition of old plants and the reorganization of the plant environment, and
the overall greening of the cleaned vacant land has been implemented so far. The green and beautified land area is about 25,000m2to
create the goal of "parking" the plant, so that the work environment can be integrated into the community environment.
In terms of safety and hygiene, it is "people-oriented", from the education and training to improve employees' "safety awareness" concept
and "safe operation" norms. Furthermore it implements independent management and inspection systems and pays attention to the work
environment and personal safety of employees. Protective measures are in place to prevent accidents and create a win-win working
environment for employees and for the Company.
Certification code (87) Environmental Protection
Administration Training Certificate
No. FA230234
(109) Environmental Protection
Administration Training Certificate
No. GA010524
(95) Environmental Protection
Administration Training Certificate
No. HA320201
Status Summary Description

Professional Training
Class A air pollution
treatment
Grade A wastewater
treatment
Grade A waste disposal

Name
Li Chiung-Ju

Han-Chung
Lai

Chuang
Ping-Hsun
No

Position
Person in charge of air pollution
control
Wastewater Treatment Specialist Waste Disposal Specialist
Yes
Evaluation item

Serial
number
1 2 3
Deviation from Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies and causes thereof
Deviation from Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies and causes thereof
1. Environmental Protection
(1) Greenhouse Gas Emission and Reduction
Based on the Company's responsibility to the ecological environment, it strives to continuously improve the production process in
pollution prevention (reduction of emissions) and conservation of natural resources (recycling of resources) in order to gradually
reduce emissions and energy consumption.
In terms of greenhouse gas emission and reduction, the Su’ao General Plant pays attention to the energy consumption control in
the production process, actively implements the use of combustion energy consumption and electricity in the potassium sulfate
reactor, and implements heat recovery of the combustion process and adjustment of peak power consumption in combination with
plant land greening and continuous planting of trees, so as to compensate and offset CO2emissions.
The Company will continue to promote energy conservation measures for the ecological environment, so as to save costs and
improving efficiency and at the same time reduce greenhouse gas emissions. The Company utilizes idle vacant land in the plant to
plant trees, so as to beautify the environment and suppress CO2emissions, and create a win-win future for both the enterprise and
the environment.
(2) Air and Water Pollution Prevention
In the prevention and control of air and water pollution, in addition to the establishment of complete prevention and control
equipment, the related air pollution and water pollution prevention are strictly controlled in accordance with the regulations, and
continuous monitoring is implemented to meet the standard emission values required by law. Establish abnormal emergency
power supply backup equipment and notification processing management system to reduce the risk of abnormal emergency
pollutant discharge, and set up recovery treatment facilities for abnormal pollutant discharge to control the quality of air and water
discharged from the Main Plant. The impact on the environment is minimized.
(3) Water Conservation
The Company's Suao Main Plant still uses groundwater for its production process. Although Yilan has abundant groundwater
resources, the Suao Main Plant still actively saves and makes good use of water resources. In addition to setting up a cooling
water recovery system, the non-contact cooling water in the process is recovered and cooled for reuse, and the process is actively
evaluated to improve and reduce process water consumption. The water level control of the cooling water recovery system has
been controlled by the motor frequency conversion of the groundwater extraction system to further save water resources. Make
good use of the recycled cooling water for spraying water on storage yards, roads, turf and green plants, in order to make the
Status Summary Description
No
Yes
Evaluation item
Deviation from Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies and causes thereof
Deviation from Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies and causes thereof
water resources multi-purpose use.
(4) Waste Management and Resource Recovery
The management of industrial waste in the Suao Main Plant is based on waste reduction and resource reuse. Set up special
personnel for the management and planning of waste reduction and entry and exit control of the main plant, so that the treatment
and disposal of the main plant's industrial waste comply with environmental protection regulations. At present, on the waste in the
general plant, employees' domestic waste and general waste are regularly cleaned and transported to the incinerator for treatment,
and other resource waste (scrap iron, PVC pipes, packaging bags, etc.) are recycled and processed by resource recyclers. In
addition, on the inorganic sludge, Shengu Company is currently contracted to carry out the total waste reduction project of the
sludge washing machine, and then qualified manufacturers are commissioned for removal and disposal.
(5) Other Environmental Protection Related Projects
The Company has always believed that environmental management is a continuous improvement operation. In recent years, it has
been actively carrying out the transformation of the overall plant environment, greening and beautifying the plant environment,
providing a good working environment for employees, and actively carrying out the work of being close to neighbors. In this
way, the Sesoda Suao Main Plant can have a new goal of becoming a "good neighbors" for residents in its city.
2. Community Involvement
For many years, the Company has been committed to promoting family and neighborliness, participating in various festivals and folk
activities in the village, and cooperating with non-governmental social welfare organizations to sponsor activity funds or prizes.
Having long been involved in activities in the village, we have always been in harmony with its residents.
3. Safety and Health
(1) Safety and Health Management
Implement safety and health education and training every year to ensure that all practitioners can use "safe behavior" and "safe
environment" for the sake of safe operations.
Formulate safety and health inspection operations, and take practical actions to review and inspect various operations at any time
to forestall and prevent incidents. Establish a series of incident emergency response procedures to protect the personal safety of
employees and manufacturers, as well as the property interests of the Company’s investors, and to avoid or reduce the impact of
accidents or incidents on families, society, or the environment.
(2) Work Environment and Employee Safety Protection
Status Summary Description
No
Yes
Evaluation item
Deviation from Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies and causes thereof
Deviation from Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies and causes thereof
The Company's safety and health management is "people"-oriented. Any mechanical equipment and plant configuration in the
operating environment must first consider the essential safety of the equipment, the humanized consideration of the configuration
design, adequate equipment safety protection facilities and personal protection. The equipment is provided to prevent incidents
and protect the safety of personnel in advance.
The dust, noise and specific chemical substances in the working environment are all considered in the process design, and the
hazard is minimized by engineering design, and supplemented by the standardization of personal protective equipment and
operations to reduce the time for employees to contact the hazard source. This is done to ensure the safety of employees.
(3) General Safety Management, Training and Audit
The Company implements various safety and health management operations, such as process safety and health management,
machinery and equipment automatic inspection management measures, safety work permit implementation rules, subcontractor
management measures, contractor management, work environment inspection, hazard awareness, TPM system inspection,
zero-disaster rewards and punishment operations, and safety and health inspection operations.
In terms of education and training, an annual education and training plan is drawn up every year as required by laws and
regulations to implement relevant safety and health education and training and emergency response drills for in-service
employees, and to implement in-service retraining operations for special operators to ensure that employees comply with the
requirements of the new laws.
(4) Working Environment Measurement
In order to ensure the quality of the working environment for employees, the Company is required by laws and regulations to
contact qualified inspection agencies every six months to measure dust, sulfuric acid, lighting and noise in the working
environment (workplace and perimeter) to understand the operation of the environmental quality of the environment, and
compliance with laws and regulations as the most basic requirements, in order to provide a safe working environment for
employees and protect their health.
(5) Emergency Response
The Company’s Su’ao General Plant stores and stacks various chemicals in the chemical workplace area. In order to prevent the
loss of personnel and property, strengthen the ability of plant personnel to respond to emergencies and natural disasters, and take
appropriate response measures for emergency disposal, the procedures are documented, an emergency response organization is
established for the general plant, and an emergency response team is set up in each unit to comprehensively evaluate and consider
Status Summary Description
No
Yes
Evaluation item
Deviation from Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies and causes thereof
Deviation from Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies and causes thereof
possible situations in advance, and emergency response procedures are established, such as fire accident response measures and
process, electric shock incident response measures and process, emergency response procedures for container explosion
accidents, emergency response procedures for earthquakes, emergency response procedures for typhoons, and emergency
response procedures for leakage of specific chemical substances (hydrochloric acid, sulfuric acid, heavy oil, etc.), etc. Each unit
must conduct an emergency drill at least once a year, organize personnel to set up correct handling procedures through regular
training, and at the same time make the personnel proficient in the use of safety protection equipment to ensure the safety of
personnel and the normal operation of the plant, and avoid environmental impacts and pollution incidents, so as to
minimize disaster losses due to accidents.
(6) Employee Health Promotion
Employees are the Company’s greatest asset. For employees’ personal safety protection measures at work, in addition to different
tasks, adequate personal safety protection equipment is provided to prevent incidents and protect the physical safety of
employees, and health inspections for all employees are implemented in accordance with the law. Special health inspections are
implemented for special operations personnel to accurately understand the physical conditions of employees.
(7) Protection Measures for Work Environment and Employees' Personal Safety
The Company is in the traditional chemical raw material manufacturing industry, and has always attached utmost importance to
the occupational safety and health of its employees. On its operation, "safety first" is the basic requirement; safe hardware and
facilities are provided and sound machine and equipment protection measures (fences, protection, signs, etc.) are implemented in
the manufacturing environment, and standard work procedures are established to ensure operation safety; in addition, work
environment inspection (on dust, noise, lighting, concentration of hazardous substances, etc.) and green beautification of the plant
are implemented to provide a safe, hygienic and comfortable work environment.
The Company regularly implements occupational safety and health training for operation staff, and in response to special
operating requirements, operation staff are sent for external training to obtain qualified training licenses, so as to strengthen their
awareness and concepts of operation safety, enhance their safety awareness and reduce human errors. For the management of
contractors, in addition to the implementation of the inbound safety and health coordination operation meeting, the notification of
hazards, the control of the prohibition and hot work permit system, and the overhead operation, they all take "safety first" as the
prerequisite for work implementation.
Employees are the Company’s greatest asset. For employees’ personal safety protection measures at work, in addition to different
Status Summary Description
No
Yes
Evaluation item
tasks, adequate personal safety protection equipment is provided to prevent incidents and protect the physical safety of
employees, and health inspections for all employees are implemented in accordance with the law. This is done to accurately
understand the physical conditions of employees.
In order to encourage employees to pay attention to and participate in safety and health, in addition to implementing the safety
and health autonomous management and self-care system, and implementing the "zero incident" reward system, the "safe
working hours" of the competition creation unit of each unit is combined with incentive rewards. Corrective punishments are in
place in order to improve employees’ awareness of safety, thereby eliminating safety hazards.
Note 1: If "yes" is checked in the operation status, please indicate the important policies, strategies, measures and implementation; if "no" is checked
in the operation status , please explain the reasons and explain the plans for adopting relevant policies, strategies and measures in the future.
Note 2: If the Company has prepared a corporate social responsibility report, the operational situation may indicate the method of consulting the
corporate social responsibility report and the index page instead.
Note 3: The principle of materiality refers to those who have a significant impact on the Company's investors and other interested parties related to
environmental, social and corporate governance issues.
Deviation from Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies and causes thereof
tasks, adequate personal safety protection equipment is provided to prevent incidents and protect the physical safety of
employees, and health inspections for all employees are implemented in accordance with the law. This is done to accurately
understand the physical conditions of employees.
In order to encourage employees to pay attention to and participate in safety and health, in addition to implementing the safety
and health autonomous management and self-care system, and implementing the "zero incident" reward system, the "safe
working hours" of the competition creation unit of each unit is combined with incentive rewards. Corrective punishments are in
place in order to improve employees’ awareness of safety, thereby eliminating safety hazards.
Status Summary Description
No
Yes
Evaluation item
TWSE/GTSM Listed Companies and the reasons: Deviation from Ethical Corporate Management
Best-Practice Principles for
TWSE/TPEx Listed
Companies and causes
thereof





There is no deviation from
the
spirit
of
Ethical
Corporate Management Best
Practice
Principles
for
TWSE
/
GTSM
Listed
Companies,
and
implementation
has
been
carried out.




There is no deviation from
the
spirit
of
Ethical
Corporate Management Best
Practice
Principles
for
TWSE
/
GTSM
Listed
Companies,
and
implementation
has
been
carried out.


There is no deviation from
the
spirit
of
Ethical
67

Status
Summary Description The Company has established its Ethical Corporate
Management Best Practice Principles; the directors
have long-term holdings of company shares, focus
on the Company’s business in a practical manner,
and strictly implement the ethical corporate
management policy.
The Company’s Ethical Corporate Management
Operating Procedures and Behavior Guidelines
have adopted preventive measures for business
activities within the business scope that have a
higher risk of unethical behavior.
The Company has formulated its Ethical Corporate
Management Operating Procedures and Behavior
No
Yes Yes


Yes
Yes
Evaluation item I.
Establishment of ethical corporate
management policy and plans
(I)
Does the Company have an ethical
corporate management policy approved
by the board of directors, and clearly state
the ethical corporate management policy
and practice in the internal regulations
and external documents, as well as the
commitment of the board of directors and
senior management to actively implement
the corporate management policy?
(II) Has the Company established an
evaluation mechanism for the risk of
unethical behavior, regularly analyzed and
evaluated the business activities with high
unethical behavior risk within the
business scope, and formulated a plan to
prevent unethical behavior accordingly
which at least covers the preventive
measures for the behaviors in paragraph 2,
Article 7 of the “Ethical Corporate
Management Best Practice Principles for
TWSE/GTSM Listed Companies”?
(III) Does the Company stipulate the operating
procedures, behavior guidelines, and
Deviation from Ethical Corporate Management
Best-Practice Principles for
TWSE/TPEx Listed
Companies and causes
thereof
Corporate Management Best
Practice
Principles
for
TWSE
/
GTSM
Listed
Companies,
and
implementation
has
been
carried out.



There is no deviation from
the
spirit
of
Ethical
Corporate Management Best
Practice
Principles
for
TWSE
/
GTSM
Listed
Companies,
and
implementation
has
been
carried out.





There is no deviation from
the
spirit
of
Ethical
Corporate Management Best
Practice
Principles
for
TWSE
/
GTSM
Listed
Companies,
and
implementation
has
been
carried out.


There is no deviation from
the
spirit
of
Ethical
Status Summary Description Guidelines, and has been strictly following them. Since October 2014, the Company has been clearly
stipulating the ethical corporate management
behavior clause in the contract signed with the
transaction partner.
In order to improve the supervision of ethical
management, the Management Department is
responsible for the formulation, supervision and
implementation of ethical management policies and
prevention plans, and regularly reports the
implementation results to the Board of Directors.
The interests of the Company are important while
those of shareholders as a whole are paramount.
No
Yes Yes
Yes
Yes
Evaluation item disciplinary and grievance systems in its
unethical behavior prevention plan and
implement them, and regularly review and
revise the plan?
II.
Implementation of Ethical Corporate
Management
(I)
Does the Company assess the ethical
corporate management records of its
counterparties and specify the ethical
corporate management terms in the
contracts it enters into with them?
(II) Has the Company set up a dedicated
(concurrent) unit under the board of
directors to promote ethical corporate
management, and regularly (at least once
a year) report to the board of directors its
ethical corporate management policy and
plan to prevent unethical behavior as well
as its supervision of the implementation?
(III) Does the Company have a conflict of
interest prevention policy to provide
Deviation from Ethical Corporate Management
Best-Practice Principles for
TWSE/TPEx Listed
Companies and causes
thereof




Corporate Management Best
Practice
Principles
for
TWSE
/
GTSM
Listed
Companies,
and
implementation
has
been
carried out.



There is no deviation from
the
spirit
of
Ethical
Corporate Management Best
Practice
Principles
for
TWSE
/
GTSM
Listed
Companies,
and
implementation
has
been
carried out.



There is no deviation from
the
spirit
of
Ethical
Corporate Management Best
Practice
Principles
for
TWSE
/
GTSM
Listed
Companies,
and
implementation
has
been
carried out.
Status Summary Description This is the Company's policy that all department
heads are required to follow. Their subordinates
may also report in these matters to upper levels of
management or by skipping over their direct
reporting lines.
Relevant units are operated in accordance with the
established effective
accounting system
and
internal control system, and are regularly inspected
by the internal audit unit.
The Company has organized training courses on
ethical corporate management and placed relevant
promotional materials on the electronic bulletin
board.
No
Yes Yes
Yes
Evaluation item appropriate channels for explanation and
implement it?
(IV) Has the Company established an effective
accounting system and internal control
system for the implementation of ethical
corporate management, and has the
internal audit unit, according to the
assessment results of the risk of unethical
behavior, drawn up relevant audit plans to
check the status of unethical behavior
prevention accordingly, or entrusted an
independent auditor to carry out the audit?
(V) Does the Company regularly conduct
internal and external for ethical corporate
management?
III. Operation of the Company's Accusation
System
Deviation from Ethical Corporate Management
Best-Practice Principles for
TWSE/TPEx Listed
Companies and causes
thereof




There is no deviation from
the
spirit
of
Ethical
Corporate Management Best
Practice
Principles
for
TWSE
/
GTSM
Listed
Companies,
and
implementation
has
been
carried out.




There is no deviation from
the
spirit
of
Ethical
Corporate Management Best
Practice
Principles
for
TWSE
/
GTSM
Listed
Companies,
and
implementation
has
been
carried out.


There is no deviation from
the
spirit
of
Ethical
Corporate Management Best
Practice
Principles
for
TWSE
/
GTSM
Listed
Companies,
and
implementation
has
been
carried out.
There is no deviation from
Status Summary Description A
documented
reporting
system
has
been
established,
clear
and
appropriate
reporting
channels have been established, and appropriate
personnel responsible for handling the report have
been assigned.
The investigation of the accused matters is actively
handled and kept confidential in accordance with
the established operating procedures of the
Company, and a system has been established in
writing.
The accuser is protected from being improperly
dealt with because of the accusation, and a system
has been established in writing.
Disclosure is made in the designated area of the
No
Yes Yes

Yes
Yes
Yes
Evaluation item (I)
Does the Company have a specific
accusation and reward system, establish a
convenient accusation channel, and assign
appropriate personnel to the accused
person?
(II) Has the Company established the standard
operating procedures for investigation of
accused matters, follow-up measures after
investigation and the relevant
confidentiality mechanism?
(III) Does the Company take measures to
protect the accuser from improper
treatment due to the accusation?
IV. Enhancement of Information Disclosure
(I)
Does the Company disclose the content





VI. Other important information helpful to understand the Company's ethical corporate management operation (such as the Company's review
and amendment of the ethical corporate management best practice principles): Already disclosed above and no other supplemental
information at the moment.
Note: Whether checked “yes” or “no” for the operation, a description shall be made in the summary description field.
(VII) If the Company has corporate governance best practice principles and related regulations, disclose the query method: URL:
http://www.sesoda.com.tw/chinese/investors9.html
(VIII) Other important information which may improve the understanding of the operation of the Company’s corporate governance:
1. Follow the internal control system, continuously and effectively implement the internal control self-inspection, strengthen the audit and
report to the board meeting, so that the directors can understand and then the purpose of attention and supervision can be achieved.
2. Implement the spokesperson system, make information transparent, and fully disclose relevant major information, so that shareholders
have equal rights to such information.
3. Continue to arrange courses for the further study of directors and supervisors, so as to implement the spirit of corporate governance
starting from the board of directors.
Deviation from Ethical Corporate Management
Best-Practice Principles for
TWSE/TPEx Listed
Companies and causes
thereof


the
spirit
of
Ethical
Corporate Management Best
Practice
Principles
for
TWSE
/
GTSM
Listed
Companies,
and
implementation
has
been
carried out.
V. If the Company has its own ethical corporate management best practice principles in accordance with the Ethical Corporate Management
Best Practice Principles for TWSE/GTSM Listed Companies, please state the differences between its operation and the principles: No
difference.
VI. Other important information helpful to understand the Company's ethical corporate management operation (such as the Company's review
and amendment of the ethical corporate management best practice principles): Already disclosed above and no other supplemental
information at the moment.
Status Summary Description Company's official website, in the annual report
and on the Company’s website and the corporate
governance area of the MOPS.
No
Yes
Evaluation item and promotion effect of its ethical
corporate management best practice
principles on its website and MOPS?

(IX) Implementation Status of the Internal Control System

1. Internal Control System Statement

Sesoda Corporation
Internal Control System Statement
Date: March 29, 2021
Based on the findings of the self-assessment, the Company states the following with
regard to its internal control system for the year 2020:
I. The Company is sure that the establishment, implementation and maintenance
of the internal control system is the responsibility of the Company’s board of
directors and managers, and the Company has already established this system.
The purpose of the system is to reasonably ensure that the effectiveness and
efficiency of operations (including profits, performance, and protecting the
security of assets), reliability, timeliness, transparency, and regulatory
compliance of reporting, as well as the compliance with applicable laws,
regulations, and bylaws are achieved.
II. The internal control system has inherent limitations. No matter how perfect
the design is, an effective internal control system can only provide a
reasonable guarantee for the achievement of the three objectives above;
moreover, due to changes in the environment and circumstances, the
effectiveness of the internal control system may change accordingly.
However, the company's internal control system has a self-supervision
mechanism. Once the missing element is recognized, the company takes
corrective action.
III. The Company judges whether the design and implementation of the internal
control system are effective based on the judgment items of the effectiveness
of the internal control system as stipulated in the "Regulations Governing
Establishment of Internal Control Systems by Public Companies" (hereinafter
referred to as the "Establishment Regulations"). The criteria defined in “the
Regulations” include five elements depending on the management control
process: 1. environment control, 2. risk assessment, 3. control process, 4.
information and communication, and 5. supervision. Each element further
encompasses several sub-elements. Please refer to “the Regulations” for
details.
IV. The Company has adopted the above-mentioned internal control system
judgment items to evaluate the effectiveness of the design and implementation
of the internal control system.
V. Based on the evaluation results in the preceding paragraph, the Company
believes that as of December 31, 2020, for its internal control systems
(covering supervision and management of subsidiaries), which include
understanding of the effectiveness of operations and the extent to which
efficiency goals are achieved, the reporting is reliable, timely, transparent, and
compliant with relevant laws and regulations, and the design and
implementation of relevant internal control systems are effective to
reasonably ensure the achievement of the objectives above.
VI. This statement is an integral port of the Company’s annual report and
prospectus, and will be made public. Any falsehood, concealment, or other
illegality in the content made public will entail legal liability under Articles
20, 32,171, and 174 of the Securities and Exchange Act.
VII. This statement was passed by the Company's board in their meeting held on
March 29, 2021, and all nine directors present agreed to the content of this
Statement.

72

Sesoda Corporation
Chairman: Chen Rong-Yuan Signature
General Manager: Huang Chih-cheng Signature
  1. Those who entrust a professional accountant to review the internal control system should disclose the accountant's review report: None.

73

  • (X) During the most recent year and up to the date of printing of the annual report, the punishment of the Company and its insiders in accordance with the law, the Company’s punishment on its insiders for violating the provisions of the internal control system, and the major deficiencies and improvement:

Major deficiencies:

The deferred prosecution for the Company’s violation of the Air Pollution Act in 2018 was determined, and the Company was fined for NT$300 thousand; the Company was fined for NT$120 thousand for violating both the specialized prevention standards and the Occupational Safety and Health Act in 2020.

Improvements:

The Company actively cooperated with the relevant competent authorities on the improvement requirements; the improvement of the above-mentioned deficiencies in occupational safety was completed by the end of August 2020, and unit supervisors are required to strengthen inspections and audits of on-site work conditions to avoid disasters and accidents.

74

(XI) Important resolutions of shareholders’ meetings and board meetings in the most recent year and as of the printing date of the annual report:

  1. Shareholders’ meeting proposals
Date Summaryof content
Shareholders’ meeting
Proposal
2020/05/27 I. Date of general shareholders' meeting: May 27. 2020
2. Important resolutions:
Discussion Item:
Proposal 1: Proposed by the Board
Proposal: It is proposed to transfer NT$169,216,210 of earnings to capital
increase and issue new shares; please make a resolution.
Resolution: The voting results of this proposal are as follows:
Number of voting rights of shareholders present at the time of voting:
156,318,209 rights (100.00%)
Number of approval rights:131,113,933 rights (83.87%)
Number of opposition rights:23,630rights(0.01%)
Invalid: 0 for 0.00% of voting rights
Number of abstentions and non-voting rights:25,180,646rights(16.10%)
The original motion was passed for this proposal in accordance with the
voting result.
Implementation status: The change was registered on July 28, 2020.
Case 2:The shareholder account number 81286 Jiankai Property
Management Co., Ltd. proposed a stock dividend of NT$0.8 and a
cash dividend of NT$0.8 in accordance with Article 172 of the
Company Act, for a total of NT$1.6; ; please make a resolution.
Resolution: The voting results of this proposal are as follows:
Number of voting rights of shareholders present at the time of voting:
156,318,209rights(100.00%)
Number of approval rights:13,910,720rights(8.89%)
Number of opposition rights:58,708rights(0.03%)
Invalid: 0 for 0.00% of voting rights
Number of abstentions and non-voting rights:142,348,781rights(91.06%)
The case was not passed according to the voting results.
Implementation status: N/A

75

2. Board meeting proposal

Matters listed
Objections or
in §14-3 of reservations
Board of Proposal content and subsequent
Date the Securities
expressed by
Directors handling
and Exchange
independent
Act directors
Announcement of the Company's
2020 general shareholders’ V
The 15th
meeting.
session of 2020/02/27
the 23rd Opinions of independent
term directors: None.
Resolution result: Approved by
all directorspresent
The Company's board meeting
resolved to transfer earnings to
V
capital increase and issue new
shares.
Opinions of independent
directors: None.
Resolution result: Approved by
all directors present
The board meeting resolved to
V
distribute cash dividends.
Opinions of independent
directors: None.
Resolution result: Approved by
16th
all directors present
session of
2020/03/27
Already distributed on August 19,
the 23rd

2020.
term
Approved the 2019 internal
V
control system statement.
Opinions of independent
directors: None.
Resolution result: Approved by
all directors present
Resolution on the 2019 financial
report (including consolidated V
financial statements)
Opinions of independent
directors: None.
Resolution result: Approved by
all directors present

76

Matters listed
Objections or
in §14-3 of reservations
Board of Proposal content and subsequent
Date the Securities
expressed by
Directors handling
and Exchange
independent
Act directors
Announcement of the Company's
V
ex-right and ex-dividend dates.
Opinions of independent
directors: None.
Resolution result: Approved by
18th
all directors present
session of 2020/06/19 Revision of the Company's
the 23rd
"Internal Control System" and
term V
"Internal Audit Implementation
Rules".
Opinions of independent
directors: None.
Resolution result: Approved by
all directors present
The new endorsement and
guarantee amount added by the
board of directors reached more
V
than NT$30 million and more
20th than 5% of the net value in the
session of
latest financial statement.
2020/09/24
the 23rd Opinions of independent
term
directors: None.
Resolution result: Approved by
all directors present
The Company's board meeting
resolved to lift the restriction on V
managers’ non-competition.
Opinions of independent
directors: None.
21st
Resolution result: all present
session of 2020/11/12
directors agreed to pass.
the 23rd

term
Announced that the new
endorsement and guarantee
amount added by the board of
directors reached more than V
NT$30 million and more than 5%
of the net value in the latest
financial statement.

77

Matters listed
Objections or
in §14-3 of reservations
Board of Proposal content and subsequent
Date the Securities
expressed by
Directors handling
and Exchange
independent
Act directors
Opinions of independent
directors: None.
Resolution result: Approved by
all directorspresent
Passed the 2021 auditplan. V
Opinions of independent
directors: None.
Resolution result: Approved by
all directors present
Announced that the new
endorsement and guarantee
amount added by the board of
directors reached more than V
NT$30 million and more than 5%
22nd
of the net value in the latest
session of
2020/12/28 financial statement.
the 23rd
term
Opinions of independent
directors: None.
Resolution result: Approved by
all directors present
Arrangement to hold the 2021
V
general shareholders’ meeting.
23rd
session of February Opinions of independent
the 23rd
22, 2021
directors: None.
term
Resolution result: Approved by
all directors present is scheduled
to be held on May25,2021.
24th
session of
the 23rd
term
The Company's board meeting
resolved to transfer earnings to
V
capital increase and issue new
shares.
Oii f idd
March 29, pnons o nepenent
dit N
2021 recors: one.
Resolution result: Approved by
all directors present
The board meeting resolved to
V
distribute cash dividends.

78

Matters listed
Objections or
in §14-3 of reservations
Board of Proposal content and subsequent
Date the Securities
expressed by
Directors handling
and Exchange
independent
Act directors
Opinions of independent
directors: None.
Resolution result: Approved by
all directors present
Approved the 2020 internal
V
control system statement.
Opinions of independent
directors: None.
Resolution result: Approved by
all directors present
Resolution on the 2020 financial
report (including consolidated V
financial statements)
Opinions of independent
directors: None.
Resolution result: Approved by
all directors present
Lifting the non-competition
restriction on directors of the V
24th term.
Opinions of independent
directors: None.
Resolution result: Approved by
all directors present
Resolution to set up the position
of Head of Corporate V
Governance.
Opinions of independent
directors: None.
Resolution result: Approved by
all directors present

(XII) Do directors have different opinions, with records or written statements in place, on important resolutions passed by the board meeting in the most recent year and as of the publication date of the annual report? None.

(XIII) Summary of the resignation and dismissal of persons related to the financial report in the most recent year and as of the date of publication of the annual report: None.

79

V. Public Accountant Fee Information

  • (I) Are the non-audit public expenses paid to the certifying accountant or the certifying accountant's firm and its affiliates more than one-fourth of the audit fee: None; see the table below for details.

Currency unit: NTD thousand

Accounting
firm name
Accountant
name
Audit
fees
Non-audit fees Non-audit fees Non-audit fees Non-audit fees Accountant
audit period
Note
System
design

Business
registration
Human
resources
Others
(Note
2)

Subtotal
KPMG
Taiwan
Ming-Hung
Huang and
Po-Shu
Huang
2,960 - - - 60
60

January 1,
2020 ~
2020.12.31
Note
1
  • Note 1: The Company does not have matters listed in paragraph 5, Article 10 of the Regulations Governing Information to be Published in Annual Reports of Public Companies.

  • Note 2: Mainly due to the certification fees of the employee salary checklist and the amount of capital increase from earnings.

  • (II) Is the audit fee of the new accounting firm in the year of replacement less than the audit fee of the previous year: No.

  • (III) Is the audit fee reduced by more than 15% compared with the previous year: No.

VI. Accountant Change Information:

  • No such situation.

  • VII. If the Company’s Chairman, President, and manager in charge of financial or accounting affairs has worked in the firm of the certifying accountant or its affiliated company within the most recent year, disclose the name, title and the period of working for the firm of the certifying accountant or its affiliated company:

  • No such situation.

80

VIII. Equity transfer and equity pledge changes of directors, managers, and shareholders whose shareholding ratio exceeds 10% in the most recent year

  • (I) Changes in the shareholdings of directors, managers and major shareholders:

Unit: Shares

Unit: Shares Unit: Shares
Title
(Note 1)
Name 2020 From the current year up to
March 27
Increase
(decrease) in
the number of
shares held

Increase
(decrease) in
the number of
pledged shares
Increase
(decrease) in
the number of
shares held

Increase
(decrease) in
the number of
pledged shares
Chairman Zhengbang
Investment Co.,
Ltd.
Representative:
Chen Rong-Yuan
1,093,210 840,000 0 100,000
(6,700,000)
Vice
Chairman
Sincere Industrial
Corporation
Representative:
Chen Cheng-Te
253,772 0 0 0
Director Sincere Industrial
Corporation
Representative:
Chen Kai-Yuen
253,772 0 0 0
Director Zhengbang
Investment Co.,
Ltd.
Representative:
Chen Li-Te
1,093,210 840,000 0 100,000
(6,700,000)
Director Sincere Industrial
Corporation
Representative:
Chu Yuan-Hua
253,772 0 0 0
Director Zhifu Investment
Co., Ltd.
Representative:
Chao Hsin-Jung
801,627 0 0 0
Director Yalan Investment
Consulting Co.,
Ltd.
Representative:
Wu Chung-Lee
467,624 0 0 0
Independent
Director
Tsao Ming 0 0 0 0
Independent
Director
Wang Po-Hsin 0 0 0 0
Independent
Director
Chen Pei-Chun 0 0 0 0

81

General
Manager
Huang
Chih-Cheng
5,413 0 0 0
Deputy
General
Manager
Yi-De Chen
(taking office on
July1,2020)
0 0 0 0
Deputy
General
Manager
Liu Chih-Yung 16,422 0 0 0
Deputy
General
Manager
Lin Yung-Le 2,097 0 0 0
Director of
Main Plant:
Shih Yueh-Hui 14 0 0 0
Associate
Manager
Shu-Yuan Lin
(taking office on
February 3, 2020)
0 0 0 0
Finance
Supervisor
Chen Chih-Chun 924 0 0 0
Accounting
Supervisor
Chu Ching-Yun 0 0 0 0
Audit
Supervisor
Li Yen-Ling 0 0 0 0

Note 1: Shareholders holding more than 10% of the Company’s total shares shall be marked as major shareholders and listed separately.

Note 2: If the counterparty of the equity transfer or equity pledge is a related party, the following table shall be filled in.

(II) Is the counterparty of the equity transfer a related party: No.

(III) Is the counterparty of the equity pledge a related party: No.

82

Note
WHERE TOP TEN SHAREHOLDERS HAVE A
RELATIONSHIP WITH EACH OTHER OR A
RELATIVE RELATIONSHIP WITHIN THE
SCOPE OF THEIR SPOUSE OR RELATIVE
WITHIN THE SECOND DEGREE OF
KINSHIP, THE NAME OR DESIGNATION
AND THE RELATIONSHIP.
Relationship with the
Company
-- -- Father and son -- --
Designation
(or name)
-- -- Chu Hsiang-Hua -- --
Total holding of
shares in the names of
others
Percentage
of
ownership
0
0
0
0
0 0
0
0
Shares 0
0
0
0
0 0
0
0
Spouse and minor
children holding shares
Percentage
of
ownership
0
0
0
0
0 0
0
0
Shares 0
0
0
0
0 0
0
0
Number of shares
personally held
Percentage
of
ownership
7.90%
0
6.46%
0
5.08% 4.74%
0
3.22%
Shares 18,039,000
0
14,758,338
0
11,605,549 10,821,968
0
7,367,196
Name Jian - Kai Property
Management Co.,
Ltd.
Responsible
Person: Liu
Po-Chien
Zhengbang
Investment Co.,
Ltd.
Responsible
person: Chen
Kai-Yuan
Chu Ying-Piao Zhifu Investment
Co., Ltd.
Responsible
person: Chao
Tien-Hsing
CTBC Bank in
custody for
Masterlink
Father and son -- Responsible person Responsible person
The same person
Responsible person
Chu Ying-Piao -- Wu Chung-Li Yalan Investment Consulting
Co., Ltd.
Mr. Zhong-Yae Wu Education
Charity Foundation
Wu Chung-Li
0
0
0
0
0
0
0 0
0
0
0
0
0
0
0
0 0
0
0
0
0
0
0
0.34%
0.34% 0
0.34%
0
0
0
0
0
786,160
786,160 0
786,160
3.10%
0
2.17%
0
1.76%
1.72%
1.72% 1.69%
1.72%
7,082,870
0
4,967,462
0
4,017,929
3,929,541
3,929,541 3,862,993
3,929,541
Securities (Hong
Kong) Co., Ltd.
special account
Forbson
International Co.,
Ltd.
Responsible
person: Chu
Hsiang-Hua
San De
International
Investment Co.,
Ltd.
Responsible
person: Liao
Wei-Min
Yalan Investment
Consulting Co.,
Ltd.
Responsible
person: Wu
Chung-Li
Wu Chung-Li Mr. Zhong-Yae Wu
Education Charity
Foundation
Responsible
person: Wu
Chung-Li
  • X. The number of shares held by the Company’s directors, managers, and businesses directly or indirectly controlled by the Company in the same reinvested enterprise, and the consolidated comprehensive shareholding ratio:

Unit: share; %; December 31, 2020

Directors,
suervisors
Directors,
suervisors
The Company's
p,
managers and direct
Comprehensive
Reinvested business investment or indirect control of
investment in the
business
investment
Shares Percentage
of
shareholding
Shares Percentage
of
shareholding
Shares Percentage
of
shareholding
Assessment using the equity
method:
Sesoda Steamship
Corporation
10 100.00 - - 10
100.00
East Tender Trading Co.,
Ltd.
3,200,000 100.00 - - 3,200,000
100.00
Yukari Group Co., Ltd. 2,100,000 100.00 - - 2,100,000
100.00
E- Teq Venture
TechnologyCo.,Ltd.
600,000 100.00 - - 600,000
100.00
Sesoda Investment (BVI)
Ltd.

880
50.00 880 50.00
1,760

100.00

85

I.
Capital and shares
(I) Source of equity capital
Remarks
Others

Others
None None None None None None None None None None None None None None None None None None
Property
other than
cash
contributed
as equity
capital
None None None None None None None None None None None None None None None None None None
Source of equity capital (NT$ thousand) Capital
reduction in
cash
- - - - - - - - - - - - - - - - - -
Capital surplus - - - - - - - - - - 55,800 - - 27,000 16,350 15,827 9,543 9,611
Employee
bonus
- - - - - - - - - - - - - - - - - -
Capital
increase from
earnings
- - - - - - 10,000 6,700 10,000 22,500 - 31,977 65,691 - 52,320 118,701 60,973 80,496
Capital
increase in
cash
10,000 16,000 8,000 8,000 10,000 8,000 - 3,300 - - - - 34,032 - - - - -
Paid-in capital Amount (NT$ thousand) 10,000 26,000 34,000 42,000 52,000 60,000 70,000 80,000 90,000 112,500 168,300 200,277 300,000 327,000 395,670 530,198 600,714 690,821
Number of
shares
(thousand
shares)
100 260 340 420 520 6,000 7,000 8,000 9,000 11,250 16,830 20,028 30,000 32,700 39,567 53,020 60,071 69,082
Approved share capital Amount (NT$ thousand)
10,000

26,000

34,000

42,000

52,000

60,000

70,000

80,000

90,000

112,500

168,300

200,277

300,000

327,000

395,670

530,198

600,714

690,821

Number of
shares
(thousand
shares)
100 260 340 420 520 6,000 7,000 8,000 9,000 11,250 16,830 20,028 30,000 32,700 39,567 53,020 60,071 69,082
Issuing
price
(NT$)
100 100 100 100 100 10 10 10 10 10 10 10 10 10 10 10 10 10
Month and year 1957/02 1958/12 1959/06 1960/09 1961/07 1964/11 1967/12 1968/12 1970/11 1978/07 1978/11 1980/05 1981/07 1982/06 1984/11 1985/08 1986/07 1987/07
None None None None None None None None None None None None None None None None None None None None None None 87
Note: The effective (approved) date and document number of each capital increase (decrease) are as follows:
July 02, 1981 Zhengguan (70) No. 0011
June 15, 1992 (81) Taizaizheng (1) No. 01242
May 10, 2001 (90) Taizaizheng (1) No. 126499
June 26, 1982 Zhengguan (71) No. 0995
June 10, 2014 SFB No. 1030022005
July 9, 2007 SFB No. 0960028671
November 26, 1984 (73) Taizaizheng (1) No. 3350
June 08, 1993 (82) Taizaizheng (1) No. 01465
June 24, 2013 SFB No. 1020024396
August 1, 1985 (74) Taizaizheng (1) No. 00925
June 21, 1994 (83) Taizaizheng (1) No. 28250
June 10, 2015 SFB No. 1040021917
July 14, 1986 (75) Taizaizheng (1) No. 00722
June 10, 1995 (84) Taizaizheng (1) No. 32131
June 4, 2016 FSC approved
July 08, 1987 (76) Taizaizheng (1) No. 00642
May 21, 1996 (85) Taizaizheng (1) No. 32297
June 3, 2017 FSC approved
None None None None None None None None None None None None None None None None None None None None None None
- - - - - - - - - - - - - - 526132 - - - - - - - 526132
8,290 3,973 - - 19,473 - - - 29,435 30,922 24,361 30,398 17,068 15,474 - - - - - - - - 313,525
- - - 1,500 1,600 1,066 715 1,049 712 719 1,588 1,005 - - - - - - - - - - 9,954
95,333 55,611 128,104 98,213 88,711 140,612 66,665 70,035 44,153 46,382 138,048 76,888 20,860 154,745 - 78,919 82,866 87,009 91,360 95,928 100,724 169,216 2,389,740
- - - - - - - - - - - - - - - - - - - - - - 169,216
794,444 854,028 982,132 1,081,845 1,191,629 1,333,307 1,400,687 1,471,771 1,546,071 1,624,094 1,788,091 1,896,382 1,934,310 2,104,529 1,578,397 1,657,316 1,740,182 1,827,192 1,918,551 2,014,479 2,115,203 2,284,419
79,444 85,403 98,213 108,184 119,163 133,331 140,069 147,177 154,607 162,409 178,809 189,638 193,431 210,453 157,840 165,732 174,018 182,719 191,855 201,448 211,520 228,442

794,444

854,028

982,132

1,081,845

1,500,000

1,500,000

1,500,000

1,500,000

1,546,071

1,858,000

2,280,000

2,280,000

2,280,000

2,280,000

2,280,000

2,280,000

2,280,000

2,280,000

2,280,000

2,280,000

2,500,000

2,500,000
79,444 85,403 98,213 108,184 150,000 150,000 150,000 150,000 154,607 185,800 228,000 228,000 228,000 228,000 228,000 228,000 228,000 228,000 228,000 228,000 250,000 250,000
10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10
1988/06 1989/06 1990/06 1991/07 1992/06 1993/06 1994/06 1995/06 1996/05 1997/05 1998/05 1999/05 2000/06 2001/05 2007/07 2013/06 2014/06 2015/06 2016/06 2017/06 2019/06 2020/06 Grand total

March 27, 2021

March 27,2021
Type of
shares
Approved share capital Note
Outstanding shares
(Note)
Unissued shares Total
Common
stock
228,441,881 21,558,119 250,000,000 Listed company
shares

Information concerning the collective reporting system: Not applicable.

(II) Shareholder structure

(II)
Shareholder structure
(II)
Shareholder structure
(II)
Shareholder structure
(II)
Shareholder structure
(II)
Shareholder structure
(II)
Shareholder structure
(II)
Shareholder structure
March 27,2021
Shareholder
structure
Government
agency

Financial
institution
Other
juridical
persons
Foreign
institutions
and foreign
individuals
Individual Total
Number of
individuals
2
4

173
108
50,272

50,559
Number of
shareholding
5
32,095
73,665,806 16,624,327 138,119,648 228,441,881
Percentage
of ownership
0.00%
0.01%
32.25% 7.28% 60.46%
100.00%

89

(III) Distribution of Equity

March 27, 2021

III)
Distribution of Equity
March 27,2021
Shareholding class Number of
shareholders
Number of
shareholding
Percentage of
ownership
1-999 35,128
3,176,786

1.39%
1,000-5,000 10,886
22,357,243

9.79%
5,001-10,000 2,133
15,202,086

6.65%
10,001-15,000 979
12,107,307

5.30%
15,001-20,000 355
6,299,757

2.76%
20,001-30,000 447
10,967,414

4.80%
30,001-40,000 166
5,744,533

2.51%
40,001-50,000 97
4,391,118

1.92%
50,001-100,000 211
14,504,247

6.35%
100,001-200,000 86
11,734,312

5.14%
200,001-400,000 38
10,193,583

4.46%
400,001-600,000 5
2,506,538

1.10%
600,001-800,000 6
4,348,645

1.90%
800,001-1,000,000 3
2,847,669

1.25%
1,000,001 or more 19
102,060,643

44.68%
Total 50,559
228,441,881

100.00%

(IV) List of major shareholders (with shareholding ratios falling within the top ten)

March 27, 2021

March 27, 202
Name of the main shareholder Number of
shareholding
Percentage of
ownership
Jian Kai Property Management Co., Ltd. 18,039,000
7.90%
Zhengbang Investment Co., Ltd. 14,758,338
6.46%
Chu Ying-Piao 11,605,549
5.08%
Zhifu Investment Co., Ltd. 10,821,968
4.74%
CTBC Bank in custody for Masterlink Securities
(HongKong)Co.,Ltd. special account
7,367,196
3.22%
Forbson International Co., Ltd. 7,082,870
3.10%
San De International Investment Co., Ltd. 4,967,462
2.17%
Yalan Investment Consulting Co., Ltd. 4,017,929
1.76%
Wu Chung-Li 3,929,541
1.72%
Mr. Zhong-Yae Wu Education Charity Foundation 3,862,993
1.69%

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  • (V) Market price, net worth, earnings and dividends per share and related information in the most recent two years

Information about market price, net value, earnings, and dividends per share

Item Year 2019 2020 The current
year as of
March 31,2021
Market price
per share
(Note 1)
High Before
retrospective
adjustment
28.05 27.30 24.60
26.24
After retrospective
adjustment
24.54
Low Before
retrospective
adjustment
24.05 18.50 21.50
22.43
After retrospective
adjustment
16.39
Average 25.74 23.44 22.94
Net value per
share
Before distribution 28.05 25.37
After distribution 27.25(Note 2) 24.47(Note 4) --
Earnings per
share
Weighted average number of
shares
211,520,260 228,441,881 228,441,881
Earnings
per share
(Note 3)
Before
retrospective
adjustment
1.30 0.76 --
After retrospective
adjustment
1.20 -- --
Dividend per
share
(Note 4)
Cash dividend 0.8 0.9(Note 4) --
Stock
dividends
Stock dividends
from capitalization
of retained
earnings
0.8 0.9(Note 4) --
Additional paid in
capital
-- -- --
Accumulated unpaid dividends
(Note 5)
-- -- --
Return on
investment
analysis
P/E ratio(Note 6) 19.80 30.84 --
Price to dividend ratio(Note 7) 32.18 26.04 --
Cash dividendyield(Note 8) 3.11 3.84 --

Note 1: The highest and lowest market prices of ordinary shares for each year and as of the publication date of the annual report in 2021, and the average market prices for each year and as of the publication date of the annual report in 2021 are respectively calculated based on the daily transaction value and volume of each year and as of the publication date of the annual report in 2021.

  • Note 2: Based on the number of issued shares at the end of each year minus the number of treasury shares, and based on the board of directors’ resolution in the following year on the distribution.

  • Note 3: Earnings per share are adjusted retrospectively due to free share allotment.

  • Note 4: The cash dividend was approved by the board meeting on March 29, 2021; the share allotment due to capital increase was proposed by the board meeting on March 29, 2021, and

91

is pending the approval of the shareholders’ meeting.

  • Note 5: The issuance conditions of equity securities do not stipulate that the dividends not paid in the current year will be accumulated to the year with earnings, so there is no need to separately disclose the accumulated and unpaid dividends as of the current year.

  • Note 6: P/E ratio = average closing price per share for the year/earnings per share. Note 7: P/E ratio = average closing price per share for the year/cash dividend per share. Note 8: Cash dividend yield = cash dividend per share/average closing price per share for the year.

92

  • (VI) Company Dividend Policy and Implementation Status

  • Dividend policy:

If there is a surplus in the Company’s annual final accounts, it shall first pay taxes to make up for the accumulated losses over the years. A 10% withdrawal is the legal reserve, but this is not the limit when the legal reserve has reached the Company’s paid-in capital. Furthermore, a special reserve shall be allocated or transferred according to laws and regulations or the competent authority. If there is still a surplus, the balance plus undistributed surplus earnings accumulated in previous years is the amount of dividends that can be distributed to shareholders. In addition, no less than 1% of the distributable amount shall be allocated for the distribution of shareholder dividends. The Board of Directors shall draft a distribution proposal and submit it to the shareholders meeting for distribution after resolution.

For the Company's distribution of dividends and bonuses or in respect to all or part of the legal reserve and capital reserve as stipulated in Article 241, Paragraph 1 of the Company Act, where cash is distributed it shall be authorized by resolution of Board of Directors with at least two-thirds of the directors present and more than half of the attending directors in agreement, and this shall be reported to the shareholders meeting.

The Company's capital structure and long-term financial planning shall be considered in response to the Company's long-term development. The Company's dividend policy shall be to reflect operational performance and is based on the principle of balanced dividend distribution. As part of this approach, the proportion of cash dividend distribution shall be no less than 20% of the current year's dividend. Furthermore, all cash dividends must be issued.

  1. Proposed dividend distribution for presentation to this year’s Shareholders’ Meeting:

  2. (1) Cash dividend to shareholders: NT$205,597,693will be distributed from the cumulative distributable earnings in 2020 at NT$0.9 per share.

  3. (2) Stock dividend to shareholders: NT$205,597,700 will be distributed from the cumulative distributable earnings in 2020; capital increase will be processed by issuing new shares, and 20,559,770 new shares will be issued (at NT$0.9 per share). Once approved by the shareholders' meeting and submitted to the competent authority for approval, the board meeting is authorized to set an ex-date for allotment.

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  • (VII) The impact of free allotment proposed by the shareholders' meeting on the Company's operating performance and earnings per share:
operating performance and earnings per share: operating performance and earnings per share: operating performance and earnings per share:
Year
Item

2021
(estimated)
Paid-in capital amount at the beginning of the period (NTD) 2,284,418,810
Cash and stock
dividends to be
distributed in the
current year
(Note 1)
Cash dividendper share(NTD) 0.9

Capitalization of retained earnings to be distributed
per share (shares)
0.9
Capitalization of capital reserves to be distributed per
share (shares)
-
Change in
business
performance
Operating profit Not applicable
(Note 2)
Increase (decrease) ratio of operating profit over the
sameperiod lastyear
Netprofit after tax
Increase (decrease) ratio of net profit after tax
compared with the same period last year
Earningsper share
Earnings per share increase (decrease) ratio over the
sameperiod lastyear
Annual average return on investment (the reciprocal
of the annual average P/E ratio)
Proposed
earnings per
share and P/E
ratio
If capitalization of retained earnings
is changed to a cash dividend
Projected
earnings per
share
Projected
annual average
return on
investment
If capitalization of capital reserves
has not been carried out
Projected
earnings per
share
Projected
annual average
return on
investment
If the capitalization of retained
earnings has not been handled and the
capitalization of retained earnings has
been paid by cash dividend
Projected
earnings per
share

Projected
annual average
return on
investment

Note 1: A resolution for stock dividends from capitalization of retained earnings has not yet been resolved by the General Meeting of Shareholders.

Note 2: In accordance with the "Guidelines for Disclosure of Financial Forecasts by Public

94

Companies", the Company does not need to disclose the financial forecast information for 2021, so there is no estimated data for 2021.

(VIII) Remuneration of Employees and Directors

  1. The amount or scope of the remuneration of employees, directors and supervisors as stated in the Articles of Association:

The Company shall allocate 3.5% of the current year’s profit to employees and 1% of the special bonus, and the Company shall distribute directors’ remuneration not exceeding 2% of the current year’s profit. However, if the Company still has accumulated losses, these shall first be made up.

The current year's profit as mentioned in the preceding paragraph refers to the current year's pre-tax earnings before deducting the distribution of employee remuneration, special incentives and directors' remuneration.

The distribution of employee remuneration, special incentives and directors’ remuneration shall be made by the Board of Directors with more than two-thirds of the directors attending and a resolution approved by more than half of the directors present, and this shall be reported to the shareholders’ meeting.

Employee remuneration and special incentives can be paid in stock or cash, and the recipients may include employees of affiliated companies who meet certain conditions.

  1. Remuneration distribution approved by the board meeting:

  2. (1) The employee's remuneration distributed in cash is NT$7,016,744, the special reward is NT$2,004,784, and the director's remuneration is NT$4,009,568.

  3. (2) The amount of employee remuneration distributed by shares and its proportion of the total amount of after-tax net profit in the entity or individual financial report and the total employee remuneration for the current period: Not applicable.

  4. The actual distribution of employee remuneration (including special incentives) and directors and supervisors in the previous year:

The employee remuneration distributed in cash is NT$12,003,506, the special reward is NT$3,429,573, and the remuneration of directors and supervisors is NT$6,859,146.

  • (IX) Status of the Company’ buyback of its own shares: None.

95

  • II. Handling status of corporate debts: None.

  • III. Handling status of preferred shares: None.

  • IV. Handling status of overseas depositary receipts: None.

  • V. Handling status of employee stock options: None.

  • VI. Handling status of new shares with restricted employee rights: None

  • VII. Handling status of new share issuance due to M&A or transfer of shares: None.

  • VIII. Implementation status of fund utilization plan: None.

96

V. Operation Overview

I. Business Content

  • (I) Business Scope

  • Main business items of the Company and its subsidiaries:

    • (1) Core Industrial Chemical Business

      • A. Production and sales of fertilizers (potassium sulfate) and subsidiary products, including potassium sulfate, hydrochloric acid, and liquid calcium chloride.

      • B. Import, sale and re-export business of basic chemical raw materials such as soda ash, baking soda, Sodium bicarbonate, mixed calcium phosphate, ammonium bicarbonate, anhydrous sodium sulfate, hydrogen peroxide, potassium chloride and salt.

    • (2) Subsidiary shipping business: ship leasing and trading business.

    • (3) Subsidiary catering business: catering business.

  • Main contents of businesses

Unit: NTD Thousand
Operating profit
contribution(%)
46.63
19.47
32.32
1.58
0.00
0.00
100.00
Business item Revenue in 2020 Operating profit
contribution(%)
Manufacturing-chemical
products
Trade-chemical products
Shipping transport
Catering
Truck freight
transportation
Others
1,881,473
785,549
1,303,998
63,774
91
107
46.63
19.47
32.32
1.58
0.00
0.00
Total 4,034,992 100.00

Remarks: Among the chemical products, the manufacturing is potassium sulfate, hydrochloric acid and liquid calcium chloride, etc.; the trade is soda ash, Sodium bicarbonate, anhydrous sodium sulfate, potassium chloride and salt.

  1. Product items of the Company and its subsidiaries:

Chemical products: Manufacture and sale of potassium sulfate, hydrochloric acid and liquid calcium chloride, and import, trading and sale of soda ash, Sodium bicarbonate, anhydrous sodium sulfate, potassium chloride, salt, and calcium chloride related products.

Subsidiary ship transportation: Provision of ship leasing services, and leasing of operation by time.

Subsidiary catering: Provision of on-site cooked/prepared food and beverages for in-store consumption by the public.

  1. New Products to Be Developed

  2. (1) Core Industrial Chemical Business

97

  • A. Make use of the Company's existing experience and reputation in the basic chemical industry, seek opportunities for cooperation or agency with internationally renowned manufacturers, increase trade items or invest in the manufacturing of high value-added products.

  • B. The production of specialty chemicals or the introduction of sales agency have grown simultaneously with the development opportunities of Taiwan's electronics industry and other emerging industries.

  • C. Develop toward product diversification, increase product categories to improve product portfolio, and provide customers with more complete and comprehensive services.

  • D. Enhance storage and transportation functions and improve services to facilitate market development and business development.

  • E. Guided by customer needs, develop different specifications of potassium sulfate to increase sales profit.

  • F. Open up new markets and new customers for potassium sulfate, and reduce the risk of regional demand and economic fluctuations.

  • (2) Subsidiary shipping business

Continue to focus on the light-weight bulk carrier chartering business, maintain the good condition of the fleet and stay in the best operating condition. In response to customer needs and realizing profits, flexibly adjust the aged fleet in a timely manner, and eliminate existing old ships when necessary.

  • (3) Subsidiary catering business

  • A. Give priority to improving the visibility of self-made brands.

  • B. Continue to develop Japanese cuisine and catering with market potential, and expand its operations steadily.

  • C. Provide meticulous and flexible adjustment services, healthy and fresh ingredients of the season, and a comfortable and relaxing dining environment.

98

(II) Industry Overview

  1. Industry Status and Development

  2. (1) Core Industrial Chemical Business

Two main product lines – A. Potassium sulfate B. Soda ash

  • A. Potassium sulfate is a compound with high sulfur, high potassium and low chlorine, and its appearance is white or light yellow crystals. It is one of the commonly used potassium fertilizers in agriculture. It is mainly used in delicate crops and crops sensitive to chlorine, such as grapes, citrus, root crops and tobacco. It can improve the absorption of nitrogen and phosphorus by crops, and is an extremely important fertilizer for plant growth and cultivation.

In the first half of 2020, due to the impact of the COVID-19 pandemic, the global economy plummeted and the demand for raw materials was sluggish. This led to a weak demand for potassium chloride, one of the main raw materials of potassium sulfate, and increased inventories. As a result, international potash fertilizer prices continued to fluctuate in a low range. Fortunately, the international market demand for potassium sulfate was still high. Although the price competition was fierce, the sales volume was still rising month by month. Beginning in the second half of the year, the global economy has gradually recovered, and international container freight rates were also gradually climbing at the same time, reaching a 10-year new high in the fourth quarter. Due to the chaos of flights and the slow container flow, shipping prices have skyrocketed and have seriously affected global trade. The high freight rate was extremely detrimental to the export of potassium sulfate. Even if the demand was still stable, there was the dilemma that goods could not be sold.

The export sales of potassium sulphate in China dropped sharply to around 14,500 tons in December, less than half of the average for the previous 11 months. However, potassium sulfate is mainly used as a raw material for compound fertilizer production in the mainland; though its export market was sluggish, mainland manufacturers coild still rely on the domestic market for support. Later, in order to encourage exports, the mainland authorities announced that export tax rebates would be implemented for fertilizer products starting from December 1; manufacturers and exporters of fertilizers including potassium sulfate would benefit as a result. It is expected that once ocean freight returns from high-end to a stable range, the export price of potassium sulfate in mainland China will be more competitive, and the export volume is expected to increase; how much impact it will have on the price and sales volume of potassium sulfate manufacturers in other countries remains to be seen.

In contrast, the Company's potassium sulfate is mainly for export, and the container freight which repeatedly created new highs has a greater impact on its orders and profits. The orders from Central and South America, Africa and other countries on ocean routes have almost disappeared instantly, leaving only those for near oceans. Nearby Vietnam, South Korea and Japan barely made profits or just broke even to strive for orders. The Company therefore more aggressively developed opportunities for bulk shipping and breakthroughs in

99

packaging methods. Through bulk carrier shipping, the impact of missed orders due to high container freight rates could be reduced, and a stable sales volume could be maintained. Due to the gradual recovery of the global economy and the rising demand for raw materials, potassium chloride suppliers have gradually increased their prices from the end of the third quarter of 2020. Currently the market expects that the price of raw materials will increase in 2021, which will cause a greater price competition for potassium sulfate.

Sales in 2020 totaled 130,325 tons, an increase of 28,029 tons from 102,296 tons in 2019, and the operating income of NT$1,633,463 thousand increased by approximately 9% from NT$1,502,436 thousand in 2019.

Looking forward to 2021, the COVID-19 pandemic, politics, and policies will continue to dominate the economic and market outlook. In particular, the pace of global economic recovery depends on the speed at which vaccines are popularized. Most experts expect that economic activities will not embark on the path to a full return to normal until the end of 2021, when a sufficient proportion of the population is immuned.

The global demand for potash fertilizer has exceeded the demand expected at the beginning of 2020, and the price also increased at the end of the year. It is estimated that this demand will continue in 2021.It is predicted that the global potash fertilizer shipments will be between 68 million tons and 70 million tons, of which the demand for potassium sulfate is about 7 million tons, with an annual growth rate of 2 ∼ 3%, and the supply will be about 9 million tons. Since 2019, mainland China has canceled export tariffs on potassium sulfate and began to actively export. The export volume in 2019 reached 324,000 tons, and the export volume in 2020 was 375,000 tons, an increase of about 16%.

Looking forward to 2021, in the face of the severe challenge of high international freight rates and rapidly increasing prices of potassium chloride, the main raw material of potassium sulfate, the Company will continue to integrate resources from all parties, promote favorable packaging methods to respond to it, and reduce overall sales costs; the Company will also develop new markets and new customers including those in Europe for potassium sulfate sales, and maintain stable sales.

  • B. Soda ash is divided into the categories of dense soda ash and light soda ash. Dense soda ash is the main raw material for glass manufacturing, and the source of the Company's dense soda ash supply is the United States; light soda ash is used in dyeing and finishing, cleaning and chemical industries, and comes from mainland China.

Mainland China is the world's largest soda ash market. In addition to several large soda ash manufacturers, the size is due to the rapid growth of soda ash used in its large-scale textile, pulp and paper industries. In terms of sales, North America is the main market for soda ash. Europe is another market where sales are growing.

The main source of growth in the global soda ash market in the past few years has come from the increase in major applications such as flat glass and glass containers, soaps and detergents, manufacturing dyes, colorants, etc. The growth in demand in the construction industry is the

100

key factor that has driven the growth of the global soda ash market.

In 2019, the global soda ash market is said to reach 57.5 million tons. The industry originally expected that the soda ash market will grow at a compound annual growth rate of 3% from 2020 to 2024, but at the beginning of 2020, the soda ash market, like many other commodities, suffered a major impact due to the lockdown of countries due to the COVID-19 pandemic, the global trade chaos, the sharp decline in trade volume, and the economic contraction. The originally optimistic growth expectation also needed to be revised downward significantly. Except products such as soaps and detergents that have bucked the trend due to the concept that hand washing is the basis of fighting against the pandemic which caused consumers to rush to buy and a surge in demand, since the beginning of the first wave of the pandemic, the first to bear the brunt is the recession in the construction industry and the reduction or closure of automobile and textile factories. Then the demand for glass packaging for food, beverage and cosmetics began to decline. The United States, Turkey and China are the world's top three soda ash exporters, but according to the export figures, compared with those in May 2019, the exports of soda ash from the United States, Turkey and China in the same period in 2020 have decreased by 34%, 49% and 29% respectively.

Due to the sharp drop in demand for soda ash around the world, coupled with the high inventory in many markets, the global soda ash market price kept falling, reaching the lowest point in April and May. At that time, the demand of China’s domestic and export markets was still weak. China’s inventory reached a peak of 1.76 million tons in late May, and both domestic and export prices fell sharply; after that, some factories started to undergo annual repairs in June. At the beginning of July, the inventory dropped to 1.3 million tons, and then the soda ash market finally got rid of the decline gradually and embarked on the path of recovery.

The Company's sales of soda ash in 2020 is the epitome of the global market. The pandemic broke out at the beginning of the year. In the first half of the year, the sales volume of the Company's soda ash was almost cut in half, and the inventory pressure surged. With the price fell to the bottom, the industrial chain of the customer-end market was severely impacted until the fourth quarter. After a slow recovery, the buying momentum gradually recovered.

Looking back in 2020, the first among the biggest challenges of soda ash is the fluctuation of the supply price; the price collapsed in the first half of the year, and then began to rise strongly after the fourth quarter. The second challenge is the inventory management, especially that mainland suppliers delayed shipments in March and April due to the impact of city lockdowns. Since the third quarter, it was that one of the main suppliers suspended its operations due to environmental issues, coupled with the recovery of demand, there was a shortage of supply and prices gradually rose, and the high ocean freight of light soda ash from mainland China impacted the Company's sales profit even further. The price should have been increased in October, but because the competitors did not adjust their prices, the Company had to suspend the price increase for most customers. In terms of soda ash supply in the United States, during the

101

pandemic in 2020, the promised quantity and price were still fully supported, so that the Company had no worries and still maintained a relative majority of the market share despite a decline in the overall demand.

Looking forward to 2021, it is expected that the pandemic will slow down and soda ash sales are expected to gradually pick up. However, due to the high-end ocean freight rate, the quotations of light soda ash from mainland China continue to increase, resulting in high overall sales costs as well as difficult shipping schedules and inventory management challenges. Future ocean shipping price trends will be one of the focuses of attention. Another serious challenge is the soaring raw materials, which drove the global soda ash price to increase substantially in the second quarter, and the rising trend will continue. Faced with the aggressive attack of competitors grabbing orders at low prices, whether customers can accept the steadily rising prices will be a big test for the Company's market share defense.

(2) Subsidiary shipping business

Bulk shipping mainly carries bulk materials and basic industrial raw materials. It can be divided into main dry bulk cargo (including iron ore, coal (coal + coking coal) , grain, bauxite and phosphate ore) and secondary dry bulk cargo (including steel products, scrap iron, cement, fertilizer, wood, sugar and salt, etc.) . If distinguished according to the carrying tonnage, the types of bulk carriers can be divided into Capesize, Panamax, Supramax, and Handysize. The international freight indexes are mainly BCI, BPI, BSI and BHSI. Each index is composed of spot freight rates for several to dozens of routes, and the Baltic Exchange Dry Index (BDI) is composed of spot prices for major routes of various ship types. On the whole, BDI is an important observation indicator for bulk shipping rates.

Classification of main bulk ship types

Bulk Ship
Type
Cape Size
(Cape Size)
Panamax
(Panamax)
Handymax/
Supramax
(Handymax/
Supramax)
Handy Size
(Handy Size)
Tonnage 80,000-200,000
tons
50,000-80,000
tons
40,000-60,000
tons
Below 40,000
tons
Main cargo
content
Mainly iron ore,
coking
coal,
coal
and
industrial
raw
materials
Mainly
civilian
resources
and
grains, sometimes
carrying iron ore
and coal
Grain,
limestone, ore
sand, coal,
cement and
wood.
Grain,
limestone,
ore
sand,
coal,
cement
and
wood.
International
Quotation
Index
BCI BPI BSI BHSI
Features •Ships
with
large tonnage
cannot
cross
artificial canals
and
must
detour through
the Strait of
Magellan
in
South America
to the ports in
the east of the
United States,
•Maximum
tonnage allowed
to
pass
the
Panama Canal.
•Mainly carrying
ocean cargo.
•Can carry far
and near ocean
cargo.
•Can
carry
cargos for far
and
near
oceans, inland
rivers
and
canals.

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and have to sail mainly on ocean routes.

The Company’s shipping business focuses on lightweight bulk carriers mainly because they may sail on a wide range of areas and have a relatively stable supply and demand market compared to other ship types, and the fluctuations in ship prices and rents are relatively stable; these characteristics are in line with the Company’s steady and conservative operating spirit.

Lightweight bulk shipping was affected by the trade war and the COVID-19 pandemic from 2019 to 2020, and freight rates fell. However, as orders for new ships also dropped to a historically low level at the beginning of 2021 due to the pandemic, China's shipping capacity was reduced during the New Year holiday, and the US economic stimulus pushes up freight rates, it remains to be seen how long the impacts can last. The Company has totally 15 ships so far. In the future, we will still adopt hourly rental in a conservative and stable manner.

  • (3) Subsidiary catering business

The development of the catering industry is closely related to the population size, private consumption expenditures, and changes in dietary concepts. The living standards of Taiwanese people are stable, coupled with the formation of eating habits and the concept of unburdened eating in recent years, Japanese fresh food has been widely accepted by the market. Since 2018, it has been recognized by Michelin International for three consecutive years. Healthy food can even increase people’s willingness to go to the restaurant for consumption, and there is still room for its continuous growth in the future.

  1. Relevance of the upstream, middle and downstream industries

  2. (1) Core Industrial Chemical Business

    • A. Potassium Sulfate

      • (a) The upstream industry is mainly potassium chloride and sulfuric acid. The two major sources of potassium chloride minerals come from Canada and the former Soviet Union, and their production accounts for about 70% of the world’s volume. Potassium chloride produced by Canadian mineral sources is marketed through Canpotex and K+S, while the two Russian manufacturers of the former Soviet Union, BPC and Uralkali, have been selling separately since they parted in 2013. MOP production is an oligopolistic industry, and manufacturers often control the MOP market with volume-based pricing to achieve operating profits.

In the long run, global demand for potash fertilizer will increase by about 2~3% annually, and the growth rate in Northeast Asia will exceed 4%. The demand is mainly from China. By 2021, the global potassium chloride production capacity is expected to increase by 1.7% compared with 2020. Most of this increase will come from capacity expansion in Belarus and Russia. At the same time, with the commissioning of two potassium sulfate mines (+300,000 tons), Australia will have the first primary potassium chloride plant.

According to the United Nations report, the world's total population will increase from 7.9 billion in 2020 to 8.6 billion in 2030, and reach 9.8 billion in 2050.Faced with the continuous growth of the

103

global population, the new population is bound to increase the demand for agricultural products, especially food crops. However, the per-capita arable land area has been declining year by year, and the growing demand for agricultural products has formed a major contradiction in agricultural production. Therefore, it is a long-term trend to increase the amount of crops per unit of cultivated land by increasing the application rate of chemical fertilizers. The rigid demand for agricultural products will support the steady growth of chemical fertilizer demand. In the past few years, world food prices have remained high, and farmers have actively invested resources in purchasing chemical fertilizers, which has supported the overall chemical fertilizer market. South Asia will continue to drive the expansion of global fertilizer application, followed by Eastern Europe, Central Asia, Latin America and Africa. In relative terms, the fastest-growing markets will be Eastern Europe, Central Asia and Africa, followed by South Asia.

It is predicted that the global potash fertilizer shipments will be between 68 million tons and 70 million tons, of which the demand for potassium sulfate is about 7 million tons, with an annual growth rate of 2 ∼ 3%, and the supply will be about 9 million tons.

It is estimated that global potassium chloride demand (including fertilizer application and industrial consumption) will increase by 1.2% and 1.7% in 2020 and 2021, respectively. Industrial consumer demand will decline slightly in 2020, but will pick up in 2021.Potassium chloride prices have gradually recovered since the second half of 2020, and the price increase rate will accelerate after the first quarter of 2021. In the near future, the global potassium chloride market will still be dominated by suppliers. When the market price is expected to stabilize depends on the global delivery of COVID-19 vaccines, as well as when the pandemic will finally be brought under control, the speed of inventory depletion, the global climate and economic prosperity. Faced with the high-end international freight rate, it is a great challenge for potassium sulfate manufacturers as the price of potassium chloride remains at a high level.

  • (b) The source of sulfuric acid is mainly a by-product in the process of sulfur production and metal refining. The price of sulfur fluctuates greatly; in the free market, the price is mainly based on supply and demand. The sulfuric acid by-product of metal refining is affected by the prosperity of the refining industry. Generally speaking, sulfuric acid as a by-product has an advantage in price, but how to maintain a stable supply is a challenge.

  • B. Soda ash - Sodium carbonate (Na2CO3), molecular weight 105.99, chemical purity is more than 99.5 (mass fraction) is also called soda ash, but it is classified as a salt, not as an alkali. It is also known as soda or soda ash in international trade. It is an important organic chemical raw material, mainly used in the production of flat glass, glass products and ceramic glaze. It is also widely used in household washing, acid neutralization and food processing.

Sodium carbonate is a white powder that is easily soluble in water. The

104

solution is alkaline (it can make the phenolphthalein solution light red) . It can be decomposed at high temperature and will not be decomposed by heating.

There are two well-known techniques for making soda ash. One is the ammonia-soda method, which was developed by Solvay, also known as Soxhlet. The other is the joint soda method, developed by Mr. Hou Debang in the mainland, also known as the “Hou's soda method.” After the successful discovery of trona, the cost has a considerable advantage.

Ammonia soda method:

The raw materials salt (NaCl) and water can be obtained directly. The raw material CO2 comes from calcined limestone.

Advantages: 1.The raw materials of limestone, salt (NaCl) and water are cheap and easy to obtain.

  • 2.Another raw material, ammonia, can be recycled with less damage.

  • 3.Capable of large-scale continuous production, easy to mechanize and automate, and obtain high-quality soda ash.

  • Disadvantages: 1.The utilization rate of raw materials is low, causing a

    • large amount of waste liquid containing Cl- to be discharged, which seriously pollutes the environment.

    • 2.Distillation to recover ammonia requires an ammonia distillation tower, which consumes a lot of steam and lime, resulting in long process flow, huge equipment and waste of energy.

The difference between the joint soda method and the ammonia soda method is the treatment of ammonium chloride. The ammonia soda method is to add quicklime to make ammonia escape, while the joint soda method is to add salt to crystallize ammonium chloride.

In 2020, it is obvious that the demand for soda ash has been greatly affected by the pandemic and economic prosperity, coupled with high inventories, resulting in a sharp drop in supply prices; but once the inventory decreases and the demand increases, the price rebound will be stronger, leading to a soda ash price increase in the second quarter of 2021 under the sustained rising ocean freight and raw material prices. As for the expansion plans announced by several suppliers in 2019, including the expansion of Solvay by 600,000 tons, Ciner by 1 million tons, and Genesis by 750,000 tons, will they be postponed until more favorable market conditions appear, or will they be realized in the next two to three years as scheduled and the ensuing impact on the global soda ash market is worth observing. In short, obtaining advantageous prices and a stable supply of goods are still the core competitiveness of maintaining leading sales in the market.

(2) Subsidiary shipping business

The bulk shipping industry is a transportation service industry, and its business scope is mainly to carry bulk goods and bulk goods such as civilian biological materials. Its main demand industries cover almost all industrial divisions and are different from general manufacturing. The production process of the product and the supply of the main original products have no obvious relationship between upstream, middle and downstream.

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Diagram of bulk and general cargo aviation industries

==> picture [351 x 88] intentionally omitted <==

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

Warehousi
Importers and exporters Raw materials Domestic and
semi-finished products Steel traders importing of finished and ng and land transportati Ports and steel manufacturersforeign
and exporting bulk on
materials
Bulk shipping
industry
----- End of picture text -----

  • (3) Subsidiary catering business

The catering industry covers all aspects of the upstream, midstream, and downstream systems from production, transportation, processing and manufacturing, services to consumption, from the production of raw materials to the back-end service consumption, which can create economic value.

==> picture [275 x 207] intentionally omitted <==

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

Upstream
Raw material suppliers: beef, pork, mutton, chicken, duck,
seafood, fruits and vegetables, groceries, all kinds of tableware,
related consumables, etc.
Midstream
Catering service industry: catering chain industry, various
specialty restaurants, fast food industry, snack bars
Downstream
Consumers: registered companies, individuals
----- End of picture text -----

  1. Overall economic and product development trends and product competition

  2. (1) Core Industrial Chemical Business

    • A. Potassium Sulfate - The economic recession caused by the pandemic has undoubtedly made a negative impact on the demand and consumption of agricultural products, but compared to other products, the impact is relatively small. Therefore, although some countries and specific industries have reduced the consumption of chemical fertilizers due to various factors, the overall global fertilizer consumption was stable in 2020; of course, this is in line with the government measures and policies of many countries, and due to factors such as the resilience of crop prices which made the relationship between crops and fertilizer prices more attractive, as well as the weather conditions in the major agricultural product consuming countries. It is also helpful that some farmers bought fertilizers early to prevent possible delivery delays or financial difficulties.

Therefore, in 2020, the demand for potassium sulfate did not fall but rose, and customer demand and inquiries also remained high. The turn of the pandemic and economic fluctuations were the most important impacts on sales. The price of the main upstream raw material, potassium chloride, fell due to weak demand in the first half of the year, which gave the Company more room for price competition; afterwards,

106

the potassium chloride market demand increased, and the price rebounded, resulting in an increase in the cost of potassium sulfate, which was unfavorable to price competition. However, the key to the success or failure of sales was more closely linked to the ups and downs of ocean freight rates.

After the sudden outbreak of the pandemic, the sales price competition in the first half of the year was still fierce. Because customers not only compared prices with other Taiwanese manufacturers, but even deliberately used mainland competitors’ products to lower prices; In addition, because of the insufficient cargo volume, global shipping companies adopted the shipment strategy of consolidated shipping to control costs and maintain freight rates. The ship bookings were more difficult, but basically did not cause too much of a problem, and after the Chinese new year holiday, the orders were full every month up to the middle of the year. The global panic did not finish in the second half of the year. After the summer, problems such as a shortage of containers and port congestion followed one after another. The shipping industry ushered in the biggest boom in the past decade, but it was the biggest challenge for exporters and the beginning of a nightmare. At first, it was just that ocean shipping costs were high and containers were hard to book; later, even near ocean shipping costs multiplied.

Taiwan’s export volume of potassium sulfate in 2020 exceeded 179,000 tons, an increase of 12.7% from 2019. The Company’s sales in 2020 increased by nearly 27% from 2019. However, in the last two months, the quotation was almost uncompetitive due to high sea freight charges. It can be said that the sales volume was almost cut in half. China's annual export volume of potassium sulfate in 2020 is 375,000 tons, an increase of nearly 16% from 2019.However, the export volume of potassium sulphate in China in December dropped sharply to only about 14,500 tons, which was less than half of the average value of the previous 11 months. It faced the same problem that the high freight rate of containers made the price of export products unable to compete.

At the end of 2020, the global demand for potash surpassed the expected demand at the beginning of the year, and the price also increased at the end of the year. Looking forward to 2021, the pandemic, politics and policies will continue to dominate the economic and market outlook. It is estimated that demand will continue in 2021.It is predicted that the global demand for potassium sulfate will still grow to about 7 million tons in 2021, and the supply will be about 9 million tons. Faced with the high international freight rate, the difficult booking of containers and bulk shipping, and the severe challenge of the rapid increase in the price of potassium chloride, the main raw material of potassium sulfate, it is expected that potassium sulfate price competition will become more intense, and the difficulty of achieving the sales and profit targets is also higher than in previous years.

  • B. Soda ash - The rapid growth of China's economy, coupled with the rapid rise of new cities in China, has promoted the demand for architectural glasses. The production of flat glasses is for windows in buildings and cars, accounting for nearly one-third of the total global demand for soda ash in 2019.However, the close relationship between the flat glass industry and the construction and automotive industries also means that

107

it is more severely affected by the pandemic than other products. Other than products such as soaps and detergents which bucked the trend due to the surge in consumer demand because of the concept of handwashing and anti-pandemic which led consumers to buy, on the whole, the sales of soda ash plummeted due to the economic downturn. The soda ash exports of the United States, Turkey, and China, the three major soda ash exporting countries, decreased by 1/3 to 1/2, respectively, compared with the same period in 2019.

The Company’s sales of soda ash in 2020 were also greatly affected by the pandemic. In the first half of the year, the Company’s sales of soda ash were almost cut in half, and inventory pressure surged. As prices fell instantly, the industrial chain of the customer-end market was severely affected, and it was not until the fourth quarter that the economy slowly recovered, and the buying momentum gradually recovered. It is expected that the pandemic will slow down in 2021, the economy of various regions will gradually heat up, and the sales of soda ash are expected to gradually rebound. However, because ocean freight is still at a high-end price, and the prices of light soda ash from mainland China continue to increase, which result in high overall sales costs. Therefore, the future shipping price trend will be the key to sales and profits. Another challenge is the high rise of raw materials, which drives the price of the global supply of soda ash to increase in the second quarter, and the rising trend will continue. Even if the amount of soda ash used by end customers gradually picks up, a more intense price competition in the market will be inevitable, which will have a greater impact on profits. Therefore, it will be more important for the Company to defend and increase its market share of soda ash if upstream suppliers can continue to provide support in terms of advantageous prices and stable volume.

(2) Subsidiary shipping business

In terms of demand, due to the start of the COVID-19 vaccination, global economic activities are expected to gradually return to normal, and the rebound in demand for bulk shipping capacity has pushed up the freight in multiples from 2021 to the present.

In terms of shipping capacity, also due to the impact of the pandemic on new ship orders, it is expected that the increase in new ships in the future will not increase too fast in the short term, but the rebound in freight rates will lead to a rebound in ship prices. Shipowners’ reluctance to sell will reduce the supply of shipbreakers, but there is also a support.

Based on the foregoing, the strong rebound in demand in 2021 will still support freight rates for a period of time, but how long it can be supported still depends on the aforementioned factors. In addition to the aforementioned factors, we also need to observe the patternless situation such as Sino-US relations as well as political disputes and prohibitions in various countries.

Lightweight bulk carriers are suitable for inland canals due to their ship types, so they have a certain demand and the ability to eliminate freight competition from large bulk carriers in specific areas. In recent years, due to port improvements and shipbuilding technology, the types of ships have become larger, and the Company will also look for the opportunity to replace old ships to maintain competitiveness.

108

(3) Subsidiary catering business

Taiwan’s catering industry has gradually gotten rid of traditional family-style local operations and upgraded to a brand-based business model, reducing operating costs through brand building.

Taiwanese restaurant chain brands are flourishing. In addition to the beverage and fast food industry, restaurant chain brands still mainly focus on Western cuisine or hot pot. However, Japan and Taiwan have many geographical and historical connections. Japan is the main area for Taiwanese people to travel abroad. First, Japanese food culture and food have also entered Taiwan with long-term exchanges. Japanese food is no longer unfamiliar to Taiwanese people. Recently, it has become a trend with the active introduction of many businesses.

The Company continues to develop the Japanese-style exquisite cuisine. Since 2018, it has been awarded the one star Michelin rating for three consecutive years. Under the healthy and fresh food concept, it will have a place in the industry in the future.

(III) Technology and R&D Overview

  1. Core Industrial Chemical Business

  2. (1) R&D expenses invested in the year and as of the publication date of the annual report

nology and R&D Overview
ore Industrial Chemical Business
1) R&D expenses invested in the year and as of the publication date of the
annual report
nology and R&D Overview
ore Industrial Chemical Business
1) R&D expenses invested in the year and as of the publication date of the
annual report
nology and R&D Overview
ore Industrial Chemical Business
1) R&D expenses invested in the year and as of the publication date of the
annual report
Unit: NTD Thousand
2020
As of the printing date
of the annual report
R&D expenses
5,133
1,283
2020 As of the printing date
of the annual report
R&D expenses 5,133
1,283
  • (2) Successfully developed technologies or products:

  • A. Taking into account the trend of consumer application of granular potassium sulfate in the international market, the Company will continue to develop the round granular potassium sulfate in order to expand the sales of granular potassium sulfate.

  • B. The granular potassium sulfate is sprayed with the outer coating agent to prevent the granular potassium sulfate product from being powdered due to external forces such as transportation, packaging, stacking, etc.; and some processes have been improved to reduce the powder content of the product. The customer has reflected that it has effectively improved the delivery quality of granular potassium sulfate.

  • C. The Su’ao General Plant has implemented the establishment and collection of big data, such as improving the efficiency of heavy oil combustion in the potassium sulfate process, and adding oxygen/combustible gas detection and control, heavy oil flow meters and liquid level radar waves for exhaust gas from combustion, which has effectively improved fuel efficiency , reduced oil consumption and reduced costs; other measures include equipment vacuum monitoring and environmental real-time photographic monitoring which can effectively monitor environmental protection and industrial safety.

  • D. In response to market demand, the Company plans to develop potassium-containing fertilizers.

109

  - (3) Future R&D Plan and Estimated R&D Expenses

     - A. Considering the improvement of the quality of existing chemicals, production the Company will implement process and equipment improvements to enhance the stability of product quality and process capabilities, so that the Company's products can meet the needs of the international market and users. Benefit: expanding product market and enhancing product competitiveness. Estimated cost: NTD 10,000 thousand.

     - B. Comply with the Company's operating strategy, break through the bottleneck of traditional industries, and seek opportunities for diversified chemical industry cooperation. Estimated cost: NTD 1,000 thousand.
  1. Subsidiary shipping business: as service industry, it is not applicable.

  2. Subsidiary catering business: service industry, not applicable.

  3. (IV) Long-term and Short-term Business Development Plans

  4. Core Industrial Chemical Business

  5. 【Short-term plan】:

    • (1) The Company has successfully applied for the REACH registration required for exporting potassium sulfate to the EU market, and its products can be sold directly to the EU market. After the container freight rate stabilizes, it will develop the European market with full force.

    • (2) Consolidate the source of potassium sulfate customers, strengthen quality, and meet the needs of different customers in different markets.

  6. 【Medium and long-term plan】:

    • (1) Introduce agency opportunities of special chemical production and sales and grow in line with the vigorous development of Taiwan’s electronics industry.

    • (2) Develop product diversification to provide customers with all-round integrated services.

      • Seek new applications for existing products, expand customers in new industries, and increase sales. In response to the rising awareness of environmental protection, Taiwan’s waste incinerators will use sodium bicarbonate (baking soda) same as that in Europe and the United States to replace the currently used liquid caustic soda and nitrate lime to remove sulfur or reduce chlorine; two incineration plants are under negotiation in 2021 (it is expected that more than 20 waste incineration plants in Taiwan will adopt the same in ten years).
  7. Subsidiary shipping business

  8. 【Short-term plan】:

    • (1) Pay attention to shipping market trends and seek the best opportunities to establish long-term leases for the fleet.

    • (2) Continue to strengthen the benign interaction with financial institutions, and prepare in advance to expand the source of funds for the fleet.

  9. 【Long-term plan】:

    • (1) Shipping is an industry with a high concentration of capital. In addition to operating profits and financing from financial institutions, participation in the capital market is one of the options for the development of the shipping industry.

110

  - (2) As the fleet continues to expand, in addition to maintaining close cooperation with existing lessors, introduce new customers at the appropriate time.

  - (3) Continue to replace old ships with new ones at the right time.

  3. Subsidiary catering business

  - 【Short-term plan】:

  - (1) Further enhance the Company's product image and brand awareness.

  - (2) Attract and cultivate outstanding talents.

  - (3) Improve business performance.

  - 【Long-term plan】:

  - (1) Continue to improve customer satisfaction and loyalty.

  - (2) Develop new brands and develop new customer groups.
  • II. Market, Production and Sales Overview

  • (I) Market Analysis

    1. Sales areas of main products

    2. (1) Proportion of domestic and foreign sales:

Unit: NTD Thousand

Unit: NTD Thousand Unit: NTD Thousand Unit: NTD Thousand Unit: NTD Thousand Unit: NTD Thousand
Year
Product
2020
Domestic sales Exports
Amount Proportio
n
Market share Amount Proportio
n
Market share
Manufacturing-chemic
alproducts
248,010 6.15% Approximatel
y 62%
1,633,46
3
40.48% Approximatel
y2%
Trade-chemical
products
785,54
9
19.47% Approximatel
y 38%
--
--

--
Shipping transport -- -- 1,303,99
8
32.32%
--
Catering 63,774 1.58% -- --
--

--
Car transportation 91 0.00% -- -- --
--
Others 107 0.00% -- -- --
--
Total 1,097,53
1
27.20% 2,937,46
1
72.80%
  • (2) Proportion of major export regions:

  • A. Core Industrial Chemical Business

Proportion of major export regions:
A. Core Industrial Chemical Business
Region 2020
Japan 18.55%
Pakistan 11.18%
India 11.14%
Other regions (none reached the 10%
standard)
59.13%
Total exports 100.00%

B. Subsidiary shipping business

B. Subsidiary shipping business
Region 2020
Singapore 36.44%
Denmark 31.26%

111

Australia 11.79%
Bahamas 10.29%
Other regions (none reached the 10%
standard)
10.22%
Total exports 100.00%
  • C. Subsidiary catering business: Not applicable.

112

  1. Future Supply and Demand of the Market

  2. (1) Core Industrial Chemical Business

【Soda Ash】

Affected by the pandemic in 2020, other than the demand for soap and cleaning products, the other end demand markets for soda ash are almost completely tightened. In particular, the lockdown of cities in various countries has a significant impact on exports of glass containers and textiles, and dyeing and finishing plants have reduced production lines, implemented leave without pay or even closed down, which have had a great impact; overall revenue has dropped substantially from 2019, and sales and profits were far below the average level of previous years. Since the fourth quarter, due to the advent of vaccine research and development, the economy of various regions has improved slightly. However, ocean freight schedules have been disrupted and the turnover of containers has been slow. This has led to skyrocketing shipping prices and chaos in global trade, and the chaos has spread to the first quarter of 2021. The strengthening of the economic recovery has caused the prices of major raw materials to rise rapidly, and soda ash was not immune to this wave of price increase. A major member of the Company’s soda ash supplier left the production alliance in 2020, but the supplier ensures that it will not affect the Company's future demand. Benefiting from the gradual improvement in global economy and trade and the robust application demand, plus that the domestic pandemic is well controlled, the daily-life of Taiwanese people almost unaffected, and Taiwan’s exports, investment and consumption all have an optimistic outlook, these should be able to drive the overall economic growth. Sales are optimistic but the outlook is cautious in 2021; however, the high raw material price drove the global soda ash price up sharply in the second quarter, and the rising trend will continue. It is expected that the price competition in the soda ash market will become more intense, and the cooperation with suppliers will be deepened in the future. When encountering the impact of low-price competition from competitors, the Company will try its best to get orders, hoping to stabilize its market share.

【Fertilizer category】

According to the research report of the International Fertilizer Association (IFA), although the pandemic has not yet been fully controlled, after

113

evaluating the government policies, supply and demand conditions, and climate of major agricultural product exporting and consuming countries, it is estimated that from 2020 to 2021 the global fertilizer consumption will increase by 2% to 193.5 million tons, of which potash fertilizer will increase by 1.4%. The travel restrictions due to the 2020 pandemic and the lockdown of cities and countries have led to the interruption of global shipping. The slow turnover of containers has led to skyrocketing shipping prices, as well as the successive plummet and skyrocketing of oil spot prices in the international market, which caused the Company's potassium sulfate sales in the first half of 2020 to grow month by month; however, the prosperous situation was unable to sustain in the second half of the year and the first quarter of 2021.In addition to the increase in oil prices in 2021, although the economies of various regions have gradually recovered, the labor force at ports has not yet in full. The loading and unloading efficiency of major economic and commercial ports is poor, and the port congestion is serious. As a result, the ocean freight in the first quarter is still at a high level; this not only causes great pressure for container orders, but even bulk shipping orders will face the challenge of difficult shipping scheduling. Future shipping price trends will be the focus of attention. Another serious challenge is the soaring raw materials, which will drive the global potassium chloride price to increase by 5% to 20% in major global markets in the second quarter of 2021, and the rising trend will continue. Whether customers of potassium sulfate can accept the rising prices will be a serious test.

  • (2) Subsidiary shipping business

  • In 2021, the global shipping market has rebounded due to COVID-19 vaccine; in addition, the reduced supply of shipping capacity during holidays has led to a strong rebound of freight rates and the market is optimistic. The Company will grasp the timing of contract renewal and try to lock in better leases for ships facing contract renewal, in the hope that the Company's revenue can therefore increase.

  • (3) Subsidiary catering business

Due to the proper control of the pandemic in Taiwan’s catering market, Taiwan’s dietary concept is moving toward a healthy and natural trend. Due to the increasing demand for healthy organic catering, businesses participation in the same concept in the market has increased. Future competition and the

114

response to changes in customer tastes will inevitably become more challenging.

  1. Product Niche

  2. (1) Core Industrial Chemical Business

    • A. The global market of potassium sulfate still has room for growth year by year in the future.

    • B. The Company’s potassium sulfate has obtained EU REACH certification, which is beneficial to the development of the European market.

    • C. The Company’s close cooperation with suppliers is built on a solid foundation, and the Company has obtained full support and trust from suppliers for a long time to ensure that there is no worry about their supply.

  3. (2) Subsidiary shipping business

In addition to selecting well-known international shipping companies from customers, the Company will strategically cooperate with its major suppliers of raw materials in the chemical industry to increase the momentum for the development of the shipping business through multiple partnerships.

  • (3) Subsidiary catering business

Due to the high acceptance of Japanese food and beverages by Taiwanese people, Japanese food has a large market in Taiwan. Since the subsidiary catering business was established, it has focused on Japanese food as its development goal. With high-quality healthy food and service quality, it is expected to cooperate with other catering industry participants to create market segmentation and create a niche.

  1. Favorable and Unfavorable Factors for Future Development and Countermeasures (1) Core Industrial Chemical Business

  2. 【Development Vision】

    • A. Favorable factors

We have a good long-term cooperative relationship with key upstream suppliers and can support each other in response to market changes. The downstream sales system is comprehensive, and we can cooperate with various distributors through channels to find existing or potential products in the market to supply customer needs.

  • B. Unfavorable Factors and Specific Countermeasures

For existing trade products, price competition in the domestic market is

115

fierce.

Countermeasures: In addition to maintaining a long-term operation and stable supply strategy, the Company has expanded its storage capacity in recent years, established a transportation fleet, expanded the scope of serving customers, and established its position as a major supplier in the market.

  • 【Development Prospects - Cutting into the Production of Special Niche Chemicals】

  • A. Favorable factor: Look for opportunities for the manufacturing of specialty chemicals together with the vigorous development of Taiwan’s electronics industry (foundry and LCD panels).

  • B. Unfavorable Factors and Specific Countermeasures:

Production technology acquisition and authorization, market know-how mastery and development are still under research and development.

  • (2) Subsidiary shipping business

  • A. Favorable factors

Many of the Company's chemical suppliers are internationally renowned shipping companies, and the Company is also familiar with miners due to relations in the chemical industry; these relations may provide a stable and reliable source of potential customers for the fleet and bring positive effects to the development of the shipping business.

  • B. Unfavorable factors

Shipping is a business with a high concentration of capital, and if interest rates rise in the future, the cost of capital will also increase.

Countermeasures: In addition to increasing own sources of funds with lower costs, continue to maintain good relationships with financial institutions and maintain complete credit records to obtain loans with more favorable interest rates.

  • (3) Subsidiary catering business

  • A. Favorable factors

    • a. Good business opportunities in the Japanese catering of Taiwan.

Japan and Taiwan have many geographical and historical connections, and Japan is the main area for Taiwanese people to travel abroad. First, Japanese food culture and food have also entered Taiwan with long-term exchanges. Japanese food is no longer unfamiliar to

116

Taiwanese people. Recently, it has become a trend with the active introduction of many businesses.

  • b. Changes in dining habits and implementation of five-day work week. With changes in catering habits and the implementation of the two-day weekend, the food market continues to expand. With the increase in the disposable income of Taiwanese people, the simplification of family structure, and the popularization of double-income families, the population of eating out is growing year by year due to the pursuit of high-quality life and convenience. In addition, the implementation of the two-day weekend, the prosperity of leisure tourism, and the government's promotion of emerging industries, such as the convention and exhibition industries, have also promoted the flourishing development of the catering industry.

  • B. Unfavorable factors and countermeasures

  • a. The catering industry has low entry barriers and fierce market competition.

Taiwan’s catering industry has low entry barriers and therefore seen investment by a large number of operators. The competition among various companies is fierce, with price wars often seen in an effort to win customers. Coupled with high substitution potential for catering this forms a kind of competition among brand owners.

Countermeasure: The subsidiary’s catering business is a newly created brand, hoping to provide customers with the most natural and healthy food, provide good services to win consumers’ affirmation and build a good brand image and reputation, in order to respond to the trend of competition.

  • b. The training of service and management personnel is not easy, and the turnover rate is high.

As the Company debuts stores, the demand for service and management personnel has also increased. However, when the economy heats up, grassroots jobs in the service industry are not easily favored, resulting in a high turnover rate and a burden on labor costs.

Countermeasure: The subsidiary’s catering business is a newly created brand. It will actively establish a personnel training system and plan,

117

and uphold the tradition of caring for employees and maintain employee benefits, so as to meet the needs of various types of talents for future business expansion.

118

  • (II) Important Applications and Production Process of Main Products

  • Product application

  • (1) Core Industrial Chemical Business

【Potassium Sulfate】 High-grade potassium fertilizer, suitable for tobacco leaves, citrus, grapes and general fruit trees, vegetables, flowers and tobacco. 【Liquid Calcium Chloride】 1. Ice making 2. Wastewater 3. Neutralizing treatment additives 【Hydrochloric acid】 1. Chemical 2. Metallurgical 3. Wastewater Industry Industry treatment

【Soda Ash (Sodium Carbonate)】

  1. Flat glass 2. Glass bottle 3. Chemical 4. Detergent manufacturing 5. Pulp 6. Water treatment 7. Textile

【Glauber's salt (anhydrous sodium sulfate)】1. glass 2. textile 3. detergent

【Baking Soda (Sodium Bicarbonate)】

  1. Expanding agent 2. Fire extinguishing agent

  2. Feed additive

  3. Detergent 5. Waste incineration plant

【Mixed calcium phosphate】Various feed additives

【Salt】A basic chemical raw material for agriculture and industry

【Ammonium Powder (Ammonium Bicarbonate)】

  1. Food (flour) 2. 3. Leather 4. Electronics industry Pharmaceutical softening 【Calcium 1. Ice 2. Cement 3. Asphalt 4. Civil engineering Chloride】 making additives additives

  2. (2) Subsidiary shipping business

Not applicable to transportation services.

  • (3) Subsidiary catering business

Catering services.

119

  1. Production Process of Main Products:

  2. (1) Core Industrial Chemical Business

==> picture [416 x 356] intentionally omitted <==

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

Sulfate of potash and hydrochloric acid
2KCl + H2SO4 K2SO4 + 2HCl
Atmosphere
Gas
scrubbing
Sulfuric Washing and Cooling Hydrochl
acid dust removal absorption oric acid
Reaction
furnace
Sulfate of
Smashing Sieving
Muriel of potash
potash
----- End of picture text -----

120

Liquid Calcium Chloride

==> picture [314 x 437] intentionally omitted <==

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

limestone Digestion Hydrochloric
id
Alkalization
Neutralizer Clarify
Filter press
Temporary
Quality control
storage slot
Calcium
chloride
----- End of picture text -----

121

  • (2) Subsidiary shipping business: as service industry, it is not applicable.

  • (3) Subsidiary catering business

==> picture [408 x 36] intentionally omitted <==

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

Standard Product Providing Customer
Orders Picking
operations making meals response
----- End of picture text -----

122

(III) Supply Status of Main Raw Materials

Main items Important vendors Supply conditions
Muriel of potash
Vendor A
Delivery time / quality stability
Sulfuric acid Vendor B Delivery time / quality stability
  • (IV) List of major purchase and sales customers in the last two years

  • Major customer transaction status:

Unit: NTD Thousand

2019 2019 2019 2019 2020 2020 2020 2020
Item Designation Amount Percentage
of total
annual net
sales(%)
Relationship
with issuer

Designation
Amount Percentage
of total
annual net
sales(%)
Relationship
with issuer
1 Others
(none
attaining
10%)
4,343,168
100.00
None Others
(none
attaining
10%)
4,034,992
100.00

None
Net sales 4,343,168
100.00
Net sales 4,034,992
100.00

2. Supplier transaction status:

Unit: NTD Thousand

2019 2019 2019 2019 2020 2020 2020 2020
Item Designation Amount Percentage
of total
annual net
purchases
(%)
Relationship
with issuer

Designation
Amount Percentage
of total
annual net
purchases
(%)
Relationship
with issuer
1 Vendor A 820,455
43.20
None Vendor A 941,286
57.05

None
2 Vendor D 477,773
25.16
None Vendor D 317,555
19.25

None
Others
(none
attaining
10%)
600,998
31.64
None Others
(none
attaining
10%)
391,100
23.70

None
Net
purchases
1,899,226
100.00
Net
purchases
1,649,941
100.00

123

(V) Production value table for the last two years

Unit: quantity/chemical products - metric ton; value/NT$ thousand

Year
Production
value
Department
2019 2019 2019 2020 2020 2020
Capacity
Yield
(Including
external
purchase
volumes)
Production
value
(Including
external
purchase
volumes)
Capacity Yield
(Including
external
purchase
volumes)
Production
value
(Including
external
purchase
volumes)
Manufacturing-che
mical products
Trade-chemical
products
364,142
--

295,074
112,382
1,899,004
1,028,710
365,140
--
335,931
94,110

1,843,366

747,164
Total -- -- 2,927,714 -- -- 2,590,530
  • Note: 1. Among the chemical products, the manufactured products are potassium sulfate, hydrochloric acid and liquid calcium chloride, etc.; the trade items are soda ash, baking soda, anhydrous sodium sulfate, potassium chloride and sun-dried salt.

  • Production capacity refers to the quantity that the Company can produce under normal operation with existing production equipment, after considering necessary shutdowns, holidays and other factors.

  • The subsidiary shipping business and the subsidiary catering business are service businesses, so they are not applicable.

(VI) Table of sales value in the last two years

Unit: quantity/chemical products - metric ton; value/NT$ thousand

Year
Sales
value
Department

2019

2019

2019

2019
2020 2020 2020 2020
Domestic sales Exports Domestic sales Exports
Volume Value. Volume Value. Volume Value. Volume
Value.
Manufacturing-
chemical
products
Trade-chemical
products
Shipping
transport
Catering
Truck
freight
transportation
Others
181,205
112,379
--
--

--
--

233,203
1,021,558
--
52,420
--
--
102,296
--
--
--
--
--
1,502,436
--
1,533,551
--
--
--
206,896
97,358
--
--
--
--
248,010
785,549
--
63,774
91
107
130,325
--
--
--
--
--
1,633,463
--
1,303,998
--
--
--
Total -- 1,307,181 -- 3,035,987 -- 1,097,531
--
2,937,461

Note: 1. Among the chemical products, the manufactured products are potassium sulfate, hydrochloric acid and liquid calcium chloride, etc.; the trade items are soda ash, baking

124

soda, anhydrous sodium sulfate, potassium chloride and sun-dried salt.

III. Employee Information

  • (I) Information of employees in the most recent two years and as of the publication date of the annual report

  • Information on employees of Sesoda Corporation

(I) Information of employees in the most recent two years and as of the publication date
of the annual report
1. Information on employees of Sesoda Corporation
(I) Information of employees in the most recent two years and as of the publication date
of the annual report
1. Information on employees of Sesoda Corporation
(I) Information of employees in the most recent two years and as of the publication date
of the annual report
1. Information on employees of Sesoda Corporation
(I) Information of employees in the most recent two years and as of the publication date
of the annual report
1. Information on employees of Sesoda Corporation
(I) Information of employees in the most recent two years and as of the publication date
of the annual report
1. Information on employees of Sesoda Corporation
March 31,2021
Year 2019 2020 Current year as of March 31, 2021
(note)
Number of employees Headquarters 38 38 38
Suao Main Plant 104 112 113
Changhua Plant 4 5 5
Taichung Plant 4 4 5
Total 147 159 161
Average age 44.94 43.90 44.05
Average years of service 14.90 13.95 14.02
Education distribution
ratio
Ph.D. 0% 0% 0%
Master's degree 6% 8% 8%
College and
university
52% 50% 50%
High school 41% 41% 41%
Below high
school
1% 1% 1%

125

  1. Information on the number of employees of merged companies under the structure of the Group
Group Group Group Group
March 31,2021
Year
Number of
individuals
Company
2019
2020
Current year as of
March 31, 2021 (note)
SSC
0
0
0
SSMHC
0
0
0
SIL
0
0
0
East Tender Trading
0
0
0
E-TeqVenture Co.
1
1
1
Yukari Group
19
26
24
SESC
22
22
22
SMGC
22
22
22
SMTC
22
22
22
SEHC
22
22
22
SEBC
22
22
22
SEAC
22
22
22
SEMC
22
22
22
SECC
22
22
22
ZaifengMotor
6
6
6
SEDC
22
22
22
SEGC
22
22
22
SEPC
22
22
22
SERC
22
22
22
SEEC
22
22
22
SEFC
22
22
22
SEVC
22
22
22
SEJC
0
0
0
Year
Number of
individuals
Company

2019
2020 Current year as of
March 31, 2021 (note)
SSC 0 0 0
SSMHC 0 0 0
SIL 0 0 0
East Tender Trading 0 0 0
E-TeqVenture Co. 1 1 1
Yukari Group 19 26 24
SESC 22 22 22
SMGC 22 22 22
SMTC 22 22 22
SEHC 22 22 22
SEBC 22 22 22
SEAC 22 22 22
SEMC 22 22 22
SECC 22 22 22
ZaifengMotor 6 6 6
SEDC 22 22 22
SEGC 22 22 22
SEPC 22 22 22
SERC 22 22 22
SEEC 22 22 22
SEFC 22 22 22
SEVC 22 22 22
SEJC 0 0 0

Note: Because the merged companies are mostly a foreign company, the employee information of the merged companies, such as length of service, average age and educational background, cannot be obtained.

126

IV. Environmental Protection Expenditure Information

  • (I) Losses due to environmental pollution in the last two years
Pollution status (type,
process)
Compensation party or
sanctioned unit
The amount of
compensation or sanctions
2019
(Statistics as follows)
(Statistics as follows)
(Statistics as follows)
2020
(none)
(none)
(none)
Date Category
Amount
(NTD)

Provisions
Explanation
20190118 Waste 54,000
Subparagraphs 1 and 2,
paragraph 1, Article 31 of the
Waste Disposal Act and
subparagraph 2, paragraph 1,
Article 36 of the Waste
Disposal Act
6000-five, 12000-two

(II) Countermeasures

  1. Based on its commitment to a continuous improvement policy of environmental protection, the Company still actively implements improvement measures.

  2. (1) Strictly control and monitor the emission reduction of air, water, and waste in the process, with a view to achieving the goal of zero pollution.

  3. (2) Strengthen the operation and inspection of pollution prevention equipment, and continue to maintain pollution prevention equipment.

  4. (3) Encourage the classification of business waste, implementing waste reduction and resource recovery.

  5. (4) Implement an environmental management system, strengthen employee education and training, and strengthen emergency response capabilities.

  6. (5) The production process implements operating environment testing, and planting trees in the plant area establishes a clean operating environment.

  7. Estimated environmental capital expenditure in the next three years

(a) Implement
environmental
improvement
and
beautification
and pollution
prevention.

(b) Expected
performance
improvement
2021
2022
Continuously
improve
pollution
prevention of
the general
plant and
greening and
beautification
of the plant area
Continuously
improve
pollution
prevention of
the general
plant and
greening and
beautification
of the plant area

Commitment to
continuous
improvement
and
enhancement of
corporate image
Commitment to
continuous
improvement
and
enhancement of
corporate image
2023
Continuously
improve
pollution
prevention of
the general
plant and
greening and
beautification
of the plant area
Commitment to
continuous
improvement
and
enhancement of
corporate image

127

(c) Capital NTD 5,000 NTD 5,000 NTD 5,000 expenditures thousand thousand thousand

  1. Impact after improvement

2021 2022 2023 (a) Impact on Increase Increase Increase net profit depreciation costs depreciation costs depreciation costs by about NTD 1 by about NTD 1 by about NTD 1 million a year million a year million a year (b) Impact on Enhance corporate Enhance corporate Enhance corporate competitive image, image, operate and image, operate and position make the operation produce in line produce in line and production in with national with national line with the environmental environmental national protection protection environmental standards, enable standards, enable protection the Company to the Company to standards, enables move towards move towards the Company to internationalization, internationalization, move towards and establish an and establish an internationalization opportunity for opportunity for and establish an sustainable sustainable opportunity for operations. operations. sustainable operation.

  1. Portion of countermeasures not taken: None.

128

V. Labor Relations

  • (I) Various employee welfare measures, advanced education, training, retirement systems and their implementation status, as well as the agreements between labor and management and various employee rights protection measures

  • Various employee welfare measures, further study, training, protection of work environment and employee personal safety and their implementation status: The Company has formulated work rules in accordance with the Labor Standards Act, established an employee welfare committee, allocated employee benefits on a monthly basis and held regular labor and management meetings. In addition, the Company implements various employee vocational trainings according to actual needs, regularly implements employee health checks, strictly implements various operating environment measurements, and provides appropriate protective equipment and facilities to protect employees' health. Greening and beautifying the plant environments, creating a beautiful and fresh workplace. Further implement automatic safety and health inspections, implement safety and health regulations, implement a safety and self-protection system, promote zero-incident rewards and punishments, and encourage employees to participate in legitimate recreational activities.

The Company's employee welfare committee provides employee welfare projects every year:

Major holiday and Labor Day bonuses, travel subsidies, children's education scholarships, and stock welfare funds.

  1. Employees’ Further Study and Training

  2. (1) Employee Training System:

    • In order to cooperate with the operating policy and development goals, improve the quality of employees, enrich knowledge and skills, and increase work efficiency, the company has formulated the "Education and Training Management Measures" to seek the effective use of human resources, and implement the effectiveness evaluation of education and training. It uses performance evaluation standards to implement these methods.
  3. (2) Implementation status of employees’ further study and training

) Implementation s tatus of employee s’ further study and train ing
Names of further
study and training
courses
Implementation
date
Course title Amount Hours
Occupational
Safety and Health
Act
February 13,
2020
Stacker Training
(re-training)
800 3
Education and
training
management
measures
January 16,
2020
Seminar by Importers
and Exporters
Association of Taipei
2,286 3

129

Names of further
study and training
courses
Implementation
date
Course title Amount Hours
Labor Safety and
Health Act
March 30, 2020 On-the-job Re-training
for Stacker Operators
500 3
Qualification of
Internal Audit
Personnel
April 17, 2020 Credits for Further
Study in Auditing
3,150 6
Occupational
Safety and Health
Act
May 7, 2020 Construction
Supervisor Training
(re-training)
3,000 12
Labor Safety and
Health Act
May 28, 2020 Stacker Re-training 571 3
Occupational
Safety and Health
Act
June 10, 2020 Stacker Training (new
training)
7,870 18
Labor Safety and
Health Act
June 30, 2020 Class C Labor Safety
Business Supervisor
Re-training
762 3
Labor Safety and
Health Act
June 30, 2020 Emergency Personnel
Re-training
667 3
Occupational
Safety and Health
Act
July 7, 2020 Stationary Crane (new
training)
6,160 94
Labor Safety and
Health Act
July 15, 2020 Labor Safety and
Health Business
Supervisor Course
6,000 18
Act Governing
Food Safety and
Sanitation
July 27, 2020 Food safety and
sanitation training
course
1,238 8
Labor Safety and
Health Act
July 27, 2020 On-the-job Re-training
for Stacker Operators
500 3
Continuing
Education for
Accounting Staff
of TWSE / TPEx
Listed Companies
August 28, 2020 Accounting Supervisor
Continuing Education
7,200 12
Occupational
Safety and Health
Act
September 21,
2020
Specific Chemical
Operations Supervisor
Training (new training)
9,000 36
Qualification of
Internal Audit
Personnel
September 22,
2020
Credits for Internal
Audit Agency
6,000 6
Continuing
Education for
Accounting Staff
of TWSE / TPEx
Listed Companies
September 23,
2020
Accounting Supervisor
Continuing Education
Course
7,200 12

130

Names of further
study and training
courses
Implementation
date
Course title Amount Hours
Qualification of
Internal Audit
Personnel
November 16,
2020
Credits for Further
Study in Auditing
3,500 6
Public Dangerous
Goods and
Flammable
High-pressure
Gas Standards
and Safety
Management
Measures
November 20,
2020
Security Supervisor
(re-training)
2,700 8
Continuing
Education for
Accounting Staff
of TWSE / TPEx
Listed Companies
November 23,
2020
Continuing Education
for Accounting Staff of
TWSE / TPEx Listed
Companies
3,150 6
Continuing
Education for
Accounting Staff
of TWSE / TPEx
Listed Companies
November 24,
2020
Continuing Education
for Accounting Staff of
TWSE / TPEx Listed
Companies
3,600 6
Continuing
Education for
Accounting Staff
of TWSE / TPEx
Listed Companies
November 24,
2020
Continuing Education
for Accounting Staff of
TWSE / TPEx Listed
Companies
3,150 6
Occupational
Safety and Health
Act
December 8,
2020
Stationary Crane (new
training)
11,420 38
Continuing
Education for
Accounting Staff
of TWSE / TPEx
Listed Companies
December 15,
2020
Continuing Education
for Accounting Staff of
TWSE / TPEx Listed
Companies
3,150 6
Occupational
Safety and Health
Act
December 16,
2020
Stationary Crane
(re-training)
800 3
Occupational
Safety and Health
Act
December 18,
2020
Stacker Training
(re-training)
1,600 6
Occupational
Safety and Health
Act
December 22,
2020
Stacker Training (new
training)
7,870 18

131

3. Licenses Obtained by Employees

License designation Organizer Personnel list Personnel list Personnel list
Department Title Name
Accountants Examination
institute
Management
Department

Deputy
General
Manager
Liu
Chih-Yung
Test of Fundamental
Capabilities for Enterprise
InternalControl
Securities &
Futures
Institute
General
Services
Office
Specialist Lin
Yi-Cheng
Test of Fundamental
Capabilities for Enterprise
InternalControl
Securities &
Futures
Institute
Accounting
Section
Assistant
Manager
Chu
Ching-Yun
Test of Fundamental
Capabilities for Enterprise
InternalControl
Securities &
Futures
Institute
General
Services
Office
Director Chang
Lien-Chu
Test of Fundamental
Capabilities for Enterprise
InternalControl
Securities &
Futures
Institute
Audit Office Director Li
Yen-Ling
Test of Fundamental
Capabilities for Enterprise
InternalControl
Securities &
Futures
Institute
Overseas
Department
Sales Staff
Chen
Chin-Fang
Test of Fundamental
Capabilities for Enterprise
InternalControl
Securities &
Futures
Institute
Stock
Services
Office
Director Huang
Mei-Ling
Internal auditor Internal Audit
Association
Management
Department

Deputy
General
Manager
Liu
Chih-Yung
Internal auditor Internal Audit
Association
General
Services
Office
Specialist Lin
Yi-Cheng
Bookkeeper Training Examination
institute
General
Services
Office
Director Chang
Lien-Chu
Bookkeeper Training Examination
institute
Audit Office Director Li
Yen-Ling
Service Personnel: Securities &
Futures
Institute
Stock
Services
Office
Director Huang
Mei-Ling

4. Protection Measures for Work Environment and Employees' Personal Safety

The Company is a traditional chemical raw material manufacturing industry. It has always attached importance to the occupational safety and hygiene of its employees. The operation implements "safety first" as the most basic requirement. It provides hardware facilities that comply with hygiene and safety in the manufacturing environment. Set up complete protection measures for machinery and equipment (fences, protections, markings, etc.), and establish standard work procedures, requiring workers to implement operations in accordance with the operating procedures to ensure the safety of their operations, and considering the operating environment conditions to meet regulatory

132

requirements, Regularly implement concentration measurement in the work environment (dust, noise, concentration of hazardous substances and lighting, etc.) to control and monitor the work environment of employees. It engages in comprehensive greening and beautification planning and maintenance of the plant area to provide employees with a safe, hygienic and comfortable working environment.

Regularly implement occupational safety and health training for operation employees, and in response to special operating requirements, employees engaged in special operations are sent out to obtain qualified training licenses before they can engage in related operations, so as to ensure that employees are familiar with operating standards and operations. The awareness and concept of safety are strengthened to enhance employees' awareness of safety and reduce human errors. For the management of contractors, in addition to regular supplier evaluations to ensure the supplier or contractor’s supply and operation quality, the contractor shall notify the hazards of construction operations in addition to the implementation of safety and health coordination meetings when entering the factory. Prohibition, hot work permit system control, and overhead work, all take "safety" as a prerequisite for work implementation.

Employees are the Company’s greatest asset. For employees’ personal safety protection measures at work, in addition to different tasks, adequate personal safety protection equipment is provided to prevent incidents and protect the physical safety of employees, and health inspections for all employees are implemented in accordance with the law. This is done to accurately understand the physical conditions and protective actions of employees.

In order to encourage employees to pay attention to and participate in safety and health, in addition to implementing the safety and health autonomous management and self-care system, and implementing the "zero incident" reward system, the "safe working hours" of the competition creation unit of each unit is combined with incentive rewards. Corrective punishments are in place in order to improve employees’ awareness of safety, thereby eliminating safety hazards.

5. Retirement system

In accordance with the Labor Standards Act, the Company has established employee retirement measures in conjunction with implementation of the Labor Pension Regulations. The employee retirement measures were revised on August 23, 2005. Starting from July 1, 2005, employees who originally applied the old system may choose the old system or the new system according to their personal wishes. If service years after the new system is selected or if employees who take up the job after the implementation of the new system, they will be changed to a defined contribution plan and no less than 6% of their monthly salaries shall

133

be paid by the Company on a monthly basis as retirement pensions and deposited in individual labor pension accounts. For those who choose the old system, according to the employee retirement method and in adherence to the law, the Company will allocate employee retirement funds on a monthly basis and deposit them in the special pension accounts of the Bank of Taiwan.

  1. Other important agreements: None.

  2. (II) Estimated amount of losses due to labor disputes in the last three years and countermeasures: None.

VI. Important contracts:

Long-term loan contracts

Item Contract
Group subsidiary Contract counterparty Contract date Contract period Main content
nature
1 Collateralized
bank loans
Southeast Marine Globe
Corporation
Bank of Taiwan, Chung Hsiao Br. 2020/09/30 3 years from the
contract signingdate
Lending receipts
2 Collateralized
bank loans
Southeast Marine Transport
Corporation
Bank of Taiwan, Chung Hsiao Br. 2020/09/30 3 years from the
contract signingdate
Lending receipts
3 Collateralized
bank loans
SE Bulker Corporation Bank of Taiwan, Chung Hsiao Br. 2013/07/12 10 years from the
start date
Credit
agreement
4 Collateralized
bank loans
SE Marine Corporation Bank of Taiwan, Chung Hsiao Br. 2015/11/10 10 years from the
start date
Credit
agreement
5 Collateralized
bank loans
SE Delta Corporation The Export-Import Bank of the
Republic of China
2016/06/02 10 years from the
start date
Credit
agreement
6 Collateralized
bank loans
SE Carrier Corporation Bank of Taiwan, Chung Hsiao Br. 2017/01/09 10 years from the
start date
Credit
agreement
7 Collateralized
bank loans
SE Evermore Corporation The Export-Import Bank of the
Republic of China
2016/12/20 10 years from the
start date
Credit
agreement
8 Collateralized
bank loans
SE Victory Corporation Bank of Taiwan, Chung Hsiao Br. 2017/01/09 10 years from the
start date
Credit
agreement
9 Collateralized
bank loans
SE Royal Corporation Bank of Taiwan, Chung Hsiao Br. 2017/12/28 10 years from the
start date
Credit
agreement
10 Collateralized
bank loans
SE Glory Corporation The Export-Import Bank of the
Republic of China
2018/10/03 10 years from the
start date
Credit
agreement
11 Collateralized
bank loans
SE Fortune Corporation Bank of Taiwan, Chung Hsiao Br. 2018/11/07 10 years from the
start date
Credit
agreement
12 Collateralized
bank loans
SE Peace Corporation Mega International Commercial
Bank Co., Ltd. Central Branch
2018/09/28 10 years from the
start date
Credit
agreement

134

VI. Financial Overview

  • I. Condensed balance sheet and income statement for last five years

  • (I) Condensed Balance Sheet - Consolidated

Unit: NTD Thousand

Unit: NTD Thousand Unit: NTD Thousand Unit: NTD Thousand Unit: NTD Thousand Unit: NTD Thousand
Year
Item
Financial data for the most recent five years (Note 1)
2016 2017 2018 2019 2020
Current assets 1,722,156 1,836,532 2,089,898 1,877,065 1,843,321
Property, plant and equipment 5,891,353 7,388,267 8,946,803 9,970,017 9,289,285
Intangible assets 22,791 -- -- -- --
Other assets 1,898,980 1,422,253 1,169,325
728,939

745,679
Total assets 9,535,280 10,647,052 12,206,026 12,576,021 11,878,285
Current liabilities: Before distribution 1,544,980 1,561,963 2,149,825 2,025,065 2,335,674
After distribution 1,640,908 1,763,411 2,250,549 2,194,281 2,541,271
Non-current liabilities: 2,644,740 3,556,368 4,255,652 4,618,728 3,746,534
Total liabilities Before distribution 4,189,720 5,118,331 6,405,477 6,643,793 6,082,208
After distribution 4,285,648 5,319,779 6,506,201 6,813,009 6,287,805
Equity attributable to owners of
parent
5,338,914 5,521,788 5,800,549 5,932,228 5,796,077
Common stock 1,918,551 2,014,479 2,014,479 2,115,203 2,284,419
Capital surplus 10,789 13,967 15,924
17,420

102,594
Retained earnings Before distribution 3,268,098 3,577,213 3,756,000 3,831,436 3,668,193
After distribution 3,076,243 3,375,765 3,554,552 3,493,004 3,256,998
Other equityinterest 141,476 (83,871) 14,146
(31,831)
(259,129)
Treasuryshares -- -- -- -- --
Non-controllinginterests 6,646 6,933 -- -- --
Total equity Before distribution 5,345,560 5,528,721 5,800,549 5,932,228 5,796,077
After distribution 5,249,632 5,327,273 5,699,825 5,763,012 5,590,480
  • Note 1: The financial information listed above for the most recent five years has been verified by an accountant.

  • Note 2: The board meeting on March 29, 2021 resolved to distribute NT$0.9 per share for 2020 earnings; the board meeting on March 29, 2021 proposed to distribute NT$0.9 per share for share allotment from capital increase, and this is pending the resolution of the shareholders’ meeting.

Note 3: The above financial information has not been revised or restated.

135

(II) Condensed Balance Sheet - Individual

Unit: NTD Thousand

Year
Item
Year
Item
Financial data for the most recent five years (Note 1) Financial data for the most recent five years (Note 1) Financial data for the most recent five years (Note 1) Financial data for the most recent five years (Note 1) Financial data for the most recent five years (Note 1)
2016 2017 2018 2019 2020
Current assets 1,344,896 1,281,282 1,461,787 1,218,020 1,172,530
Property, plant and equipment 1,777,338 1,787,213 1,869,915 1,956,695 1,974,870
Intangible assets -- -- -- -- --
Other assets 3,425,002 3,503,350 3,785,595 3,980,608 4,093,361
Total assets 6,547,236 6,571,845 7,117,297 7,155,323 7,240,761
Current liabilities: Before distribution 774,273 647,717 908,371 786,205 1,010,513
After distribution 870,201 849,165 1,009,095 955,421 1,216,110
Non-current liabilities: 434,049 402,340 408,377 436,890 434,171
Total liabilities Before distribution 1,208,322 1,050,057 1,316,748 1,223,095 1,444,684
After distribution 1,304,250 1,251,505 1,417,472 1,392,311 1,650,281
Equity attributable to owners of parent
--
-- -- -- --
Common stock 1,918,551 2,014,479 2,014,479 2,115,203 2,284,419
Capital surplus 10,789 13,967 15,924
17,420
102,594
Retained earnings Before distribution 3,268,098 3,577,213 3,756,000 3,831,436 3,668,193
After distribution 3,076,243 3,375,765 3,554,552 3,493,004 3,256,998
Other equityinterest 141,476 (83,871) 14,146 (31,831) (259,129)
Treasuryshares -- -- -- -- --
Non-controllinginterests -- -- -- -- --
Total equity Before distribution 5,338,914 5,521,788 5,800,549 5,932,228 5,796,077
After distribution 5,242,986 5,320,340 5,699,825 5,763,012 5,590,480

Note 1: The financial information listed above for the most recent five years has been verified by an accountant.

Note 2: The board meeting on March 29, 2021 resolved to distribute NT$0.9 per share for 2020 earnings; the board meeting on March 29, 2021 proposed to distribute NT$0.9 per share for share allotment from capital increase, and this is pending the resolution of the shareholders’ meeting.

Note 3: The above financial information has not been revised or restated.

136

(III) Condensed Income Statement - Consolidated

Unit: NTD Thousand

Year
Item

Financial data for the most recent five years (Note 1)

Financial data for the most recent five years (Note 1)

Financial data for the most recent five years (Note 1)

Financial data for the most recent five years (Note 1)

Financial data for the most recent five years (Note 1)
2016 2017 2018 2019 2020
Operatingrevenue 4,114,685 3,876,952 4,068,623 4,343,168
4,034,992
Gross profit from
operations
1,240,186 1,109,491 1,041,447 1,019,111
837,080
Operating profit and
loss
655,906 556,639 518,354 449,474
254,328
Non-operating income
and expenses
66,633 26,965 (95,647) (127,085)
(66,055)
Net profit before tax 722,539 583,604 422,707 322,389
188,273
Profit from continuing
operations
626,795 492,064 351,736 274,641
174,129
Profit or loss from
discontinued operations
-- -- -- -- --
Profit (loss) for the
period
626,795 492,064 351,736 274,641
174,129
Other comprehensive
income for the period
(net after tax)
(57,753) (215,189) 62,671 (43,734)
(226,238)
Total comprehensive
income for theperiod
569,042 276,875 414,407 230,907
(52,109)
Net profit attributable
to owner of the parent
company
572,140 490,813 351,180 274,641
174,129
Net profit attributable
to non-controlling
interest
54,655 1,251 556 -- --
Total comprehensive
income attributable to
owners of the parent
company
514,387 275,624 413,851 274,641
174,129
Total comprehensive
profit and loss
attributable to
non-controlling
interests
54,655 1,251 556 -- --
Earningsper share 2.50 2.15 1.54 1.20
0.76

Note 1: The financial information listed above for the most recent five years has been verified by an accountant.

Note 2: The profit and loss of closed departments is presented as the net amount after deducting income tax.

Note 3: The above financial information has not been revised or restated.

137

(IV) Condensed Income Statement - Individual

Unit: NTD Thousand

Year
Item

Financial data for the most recent five years (Note 1)

Financial data for the most recent five years (Note 1)

Financial data for the most recent five years (Note 1)

Financial data for the most recent five years (Note 1)

Financial data for the most recent five years (Note 1)
2016 2017 2018 2019 2020
Operatingrevenue 3,103,366 2,953,089 2,828,375 2,757,197
2,667,022
Gross profit from
operations
930,130 896,247 654,259 474,798
516,861
Operating profit and
loss
456,301 420,836 243,113 51,797
69,248
Non-operating income
and expenses
191,780 160,493 178,040 268,868
118,119
Netprofit before tax 648,081 581,329 421,153 320,665
187,447
Profit from continuing
operations
572,140 490,813 351,180 274,641
174,129
Profit or loss from
discontinued
operations
-- -- -- -- --
Profit (loss) for the
period
572,140 490,813 351,180 274,641
174,129
Other comprehensive
income for the period
(net after tax)
(57,753) (215,189) 62,671 (43,734)
(226,238)
Total comprehensive
income for theperiod
514,387 275,624 413,851 230,907
(52,109)
Net profit attributable
to owner of the parent
company
-- -- -- -- --
Net profit attributable
to non-controlling
interest
-- -- -- -- --
Total comprehensive
income attributable to
owners of the parent
company
-- -- -- -- --
Total comprehensive
profit and loss
attributable to
non-controlling
interests
-- -- -- -- --
Earningsper share 2.50 2.15 1.54 1.20
0.76

Note 1: The financial information listed above for the most recent five years has been verified by an accountant.

Note 2: The profit and loss of closed departments is presented as the net amount after deducting income tax.

Note 3: The above financial information has not been revised or restated.

138

(V) Names and certifying CPAs and their audit opinions in the last five years

Year Accountants Audit opinion
2016 Chen Ya Lin
ChangChia-Hsin
Unqualified opinion
2017 Huang Ming-Hung
ChangChia-Hsin
Unqualified opinion
2018 Huang Ming-Hung
HuangPo-Shu
Unqualified opinion
2019 Huang Ming-Hung
HuangPo-Shu
Unqualified opinion
2020 Huang Ming-Hung
HuangPo-Shu
Unqualified opinion

139

II. Financial analysis for the last five years

(I) Financial Analysis - Consolidated

Analysis item Year (Note 1) Financial analysis for the last five years
(note 1)
Financial analysis for the last five years
(note 1)
Financial analysis for the last five years
(note 1)
Financial analysis for the last five years
(note 1)
Financial analysis for the last five years
(note 1)
2016 2017 2018 2019 2020
Financial
structure (%)
Liabilities to asset ratio 44 48 52
53
51
Ratio of long-term capital to fixed
assets
136 123 112
106
103
Liabilities
repayment
ability (%)
Current ratio 111 118 97
93
79
Quick ratio 85 87 75
68
61
Interest coverage ratio(times) 13 7 4
3
3
Operating
ability
Receivables turnover rate(times) 6.13 6.27 7.87
8.36
7.92
Average cash collection days 60 58 46
44
46
Inventoryturnover rate(times) 6.77 7.43 7.59
8.18
8.69
Payables turnover rate(times) 8.73 8.73 11.09
16.61
13.66
Average sales days 54 49 48
45
42
Property, plant, and equipment
turnover rate(times)
0.70 0.52 0.45
0.44
0.43
Total asset turnover(times) 0.43 0.36 0.33
0.35
0.34
Profitability Return on assets(%) 7 6 4
4
2
Return on equity (%) 12 9 6
5
3
Net profit before tax to paid-in
capital ratio(%)

38
29 21
15
8
Netprofit rate(%) 15 13 9
6
4
Earningsper share(NTD) 2.50 2.15 1.54
1.20
0.76
Cash flows (%) Cash flow ratio(%) 58 53 35
32
38
Cash flow adequacyratio(%) 79 67 62
54
61
Cash reinvestment ratio(%) 8 6 4
4
5
Leverage Operatingleverage 2.77 3.07 3.53
4.28
6.94
Financial leverage 1.10 1.21 1.41
1.79
1.70
Changes in various financial ratios in the last two years that have increased or
decreased by 20%:
Profitability: The decline in the ratio was mainly due to the decline in the profits
of the chemical industry and shipping business compared with the previous year.
Cash reinvestment ratio (%): The increase in the ratio was mainly due to the
decrease in accounts receivable and inventories of
the chemical industry, which increased the net cash
flow of operating activities.
Operating leverage: The increase in the ratio is mainly due to the decrease in the
operating profit.

Note 1: The financial information listed above for the most recent five years has been verified by an accountant.

Note 2: The formula for the calculation above are listed on page 105.

140

(II) Financial Analysis - Individual

Analysis item Year (Note 1) Financial analysis for the last five years
(note 1)
Financial analysis for the last five years
(note 1)
Financial analysis for the last five years
(note 1)
Financial analysis for the last five years
(note 1)
Financial analysis for the last five years
(note 1)
2016 2017 2018 2019 2020
Financial structure
(%)
Liabilities to asset ratio 18 16 19
17
20
Ratio of long-term capital to
fixed assets
325 331 332
326
315
Liquidity Current ratio 174 198 161
155
116
Quick ratio 127 130 114
98
82
Interest coverage ratio(times) 170 328 133
52
36
Operating ability Turnover rate of accounts
receivable(times)
4.84 4.80 5.56
5.33
5.25
Average cash collection days 75 76 66
68
70
Inventoryturnover rate(times) 5.51 5.54 5.46
5.63
5.86
Turnover rate of accounts payable
(times)

6.78
6.58 8.1
11.67
9.4
Average sales days 66 66 67
65
62
Property, plant, and equipment
turnover rate(times)
1.75 1.65 1.51
1.41
1.35
Total asset turnover(times) 0.47 0.45 0.4
0.39
0.37
Profitability Return on assets(%) 9 8 5
4
2
Return on equity (%) 11 9 6
5
3
Net profit before tax to paid-in
capital ratio(%)

34
29 21
15
8
Netprofit rate(%) 18 17 12
10
7
Earningsper share(NTD) 2.50 2.15 1.54
1.20
0.76
Cash flows (%) Cash flow ratio(%) 57 85 35
0
48
Cash flow adequacyratio(%) 158 174 154
123
116
Cash reinvestment ratio(%) 5 6 2
(1)
4
Leverage Operatingleverage 1.98 2.05 2.82
9.09
7.76
Financial leverage 1.01 1.00 1.01
1.10
1.06
Changes in various financial ratios in the last two years that have increased or decreased by 20%:
Current ratio: The decrease in the ratio was mainly due to the increase in bank borrowings.
Interest coverage ratio (times): The decrease in the ratio is mainly due to the decrease in net profit
before tax.
Profitability: The decrease in the ratio is mainly due to the decrease in net profit.
Cash flow ratio (%)/cash reinvestment ratio (%): The increase in the ratio is mainly due to the
decrease in accounts receivable and inventories, which increases the net cash flow of operating
activities.

Note 1: The financial information listed above for the most recent five years has been verified by an accountant.

Note 2: The formula for the calculation above are listed as follows:

141

  1. Financial Structure

  2. (1) Liabilities to assets ratio = total liabilities/total assets.

  3. (2) Ratio of long-term funds to property, plant and equipment = (total equity + non-current liabilities)/net property, plant and equipment.

  4. Debt Repayment Ability

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

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

  7. (3) Times interest earned = Net profit before income tax and interest expense/interest expense in the current period

  8. Operating ability

  9. (1) Receivables (including accounts receivable and notes receivable due to business) turnover rate = net sales/average balance of receivables (including accounts receivable and notes receivable due to business) for each period

  10. (2) Average cash collection days = 365/turnover rate of receivables.

  11. (3) Inventory turnover rate = cost of goods sold/average inventory value

  12. (4) Payables (including accounts payable and notes payable due to business) turnover rate = cost of goods sold/average balance of payables (including accounts payable and notes payable due to business) for each period.

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

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

  15. (7) Turnover rate of total assets = net sales/total average assets

  16. Profitability

  17. (1) Return on assets = [after-tax profit or loss + interest expense × (1-tax rate)]/average total assets

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

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

  20. (4) Earnings per share = (profit or loss attributable to owners of the parent company - stock dividend for preferred shares)/weighted average number of issued shares

  21. Cash Flow

  22. (1) Cash flow ratio = net cash flow from operating activities/current liabilities

  23. (2) Net cash flow adequacy ratio = net cash flow from operating activities in the last five years/(capital expenditure + inventory increase + cash dividends) in the last five years

  24. (3) Cash reinvestment ratio = (net cash flow from operating activities - cash dividends)/(gross property, plant and equipment + long-term investment + other non-current assets + working capital)

  25. Leverage:

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

  27. (2) Financial leverage = operating profit/(operating profit - interest expense)

142

III. Audit Committee’s Review Report on the Latest Financial Report

Sesoda Corporation Audit Committee’s Review Report

The board of directors prepared the Company's 2020 business report, financial statements and earnings distribution proposal, among which the financial statements were audited by the CPAs of PwC and an audit report was issued accordingly. The above-mentioned business report, financial statements and profit distribution proposal has been reviewed by the Audit Committee and found to have no inconsistencies. This report is issued in accordance with relevant provisions of the Securities and Exchange Act and the Company Act.

Sincerely

The Company’s 2021 general shareholders’ meeting

Convener of the Audit Wang Po-Hsin Committee

March 29, 2021

143

IV. Financial Report of the Most Recent Year

144

3

Representation Letter

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

Company name: SESODA CORPORATION Chairman: R.Y. CHEN Date: March 29, 2021

-145-

4

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KPMG ���110615���5�7�68�(��101��) Telephone �� + 886 2 8101 6666 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, Fax �� + 886 2 8101 6667 Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) Internet �� home.kpmg/tw

Independent Auditors' Report

To the Board of Directors of SESODA CORPORATION:

Opinion We have audited the consolidated financial statements of SESODA CORPORATION and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies. In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic ofChina. �������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������� KPMG ���68F., TAIPEI 101 TOWER, No. 7, Sec. 5, Xinyi Road, Taipei City 110615, Taiwan (R.O.C.)110615�����68 ���101�� Telephone Fax Internet ������ + 886 2 8101 6666+ 886 2 8101 6667home.kpmg/tw Basis for Opinion We conducted our audits in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“ the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion. Key Audit Matters

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

1. Revenue recognition

Please refer to note 4(m) and note 6(p) for disclosures related to revenue recognition.

Description of key audit matter:

Revenue is the key indicator used by investors and management while evaluating the Group's finance and operating performance. In addition, since the Group is a listed company, there are risks of material misstatement due to revenue recognition. The accuracy of the timing and amount of revenue recognized have a significant impact on the financial statements. Therefore, we consider it as one of our key audit matters. �������������������������������������������������������������������������������������������������� ������������������������������������������������������������������������������������������������ -146-

4-1

How the matter was addressed in our audit:

Testing the effectiveness of design and implementing the internal control of sales and collecting cycle; reviewing the revenue recognition of significant sales contracts to determine whether the accounting treatment key judgment and estimation are appropriate; analyzing the changes in the top 10 customers from the previous year to the most recent period, as well as the changes in the price and quantity of each category of product line to determine whether if there are any significant misstatements; selecting sales transactions from a period of time before and after the balance sheet date, and verifying the vouchers to determine the accuracy of the timing and amounts of revenue recognized; understanding whether if there is a significant subsequent sales return or discount; and reviewing whether the disclosure of revenue made by the management is appropriate.

  1. Impairment of assets

Please refer to note 4(l), note 5, and note 6(q) for the disclosures related to impairment of assets.

Description of key audit matter:

Vessels are subject to impairment test at the time there are indications that vessles may have been impaired. Also, the impairment assessment is measured using the future cash flow of present discount value. Because the impairment assessment involved significant uncertainty and management's judgment. Therefore, we consider it one of our key audit matters.

How the matter was addressed in our audit:

In relation to the key audit matter above, we have performed certain audit procedures including, understanding the financial reporting process; evaluating the judgement made by the management in measuring the recoverable amount and the historical reasonableness of the management's estimates on business forecasts; verifying the key assumptions used by management to formulate future cash flow forecasts and calculate the recoverable amount; as well as performing a sensitivity analysis of key assumptions, and reviewing whether the relevant information has been properly disclosed.

Other Matter

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

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

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

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

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

-147-

4-2

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

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

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

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

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

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

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

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

-148-

4-3

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

The engagement partners on the audit resulting in this independent auditors' report are Ming-Hung Huang and Po-Shu Huang.

KPMG

Taipei, Taiwan (Republic of China) March 29, 2021

Notes to Readers

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

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

-149-

December 31, 2019 Amount
%
984,730
8
478,216
4
192,784
2
307,242
2
542
-
7,226
-
54,325
-
54,325
-
2,025,065
16
2,025,065
16
4,167,370
33
434,722
4
16,636
-
-
-
4,618,728
37
6,643,793
53
2,115,203
17
17,420
-
938,804
7
131,930
1
131,930
1
2,760,702
22
3,831,436
30
(68,465)
-
36,634
-
(31,831)
-
(31,831)
-
5,932,228
47
5,932,228
47
12,576,021
100
12,576,021
100
December 31, 2020 Amount
%
$ 1,340,544
11
447,439
4
275,553
2
215,023
2
6,155
-
6,646
-
44,314
-
2,335,674
19
3,302,236
28
433,929
4
10,127
-
242
-
3,746,534
32
6,082,208
51
2,284,419
19
102,594
1
966,494
8
163,741
2
2,537,958
21
3,668,193
31
(242,652)
(2)
(16,477)
-
(259,129)
(2)
5,796,077
49
$
11,878,285
100
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) SESODA CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars) December 31, 2020
December 31, 2019
Amount
%
Amount
%
Liabilities and Equity
Current liabilities: $ 923,288
8
720,977
6
2100
Total short-term borrowings (notes 6 (i) and 8)
79,949
1
153,218
1
2322
Long-term borrowings, current portion (notes 6(i) and 8)
356,298
3
429,517
4
2170
Accounts payable
108
-
111
-
2200
Other payables (note 6(q))
313,461
3
422,776
3
2230
Current tax liabilities
41,980
-
28,523
-
2280
Lease liabilities-current (note 6(j))
128,237
1
121,943
1
2399
Other current liabilities
1,843,321
16
1,877,065
15
Total current liabilities
Non-current liabilities: 2,970
-
3,026
-
2540
Long-term borrowings (notes 6(i) and 8)
2570
Deferred tax liabilities (note 6(m))
181,374
2
241,156
2
2580
Lease liabilities-non-current (note 6(j))
-
-
351
-
2645
Guarantee deposits received
504,221
4
425,648
4
Total non-current liabilities
9,289,285
78
9,970,017
79
Total liabilities
16,040
-
23,625
-
Equity attributable to owners of parent (notes 6(c), (f), (l), (m) and (n)):
1,003
-
2,212
-
3100
Common stock
5,639
-
6,363
-
3200
Capital surplus
7,297
-
9,007
-
Retained earnings:
26,509
-
16,569
-
3310
Legal reserve
626
-
982
-
3320
Special reserve
10,034,964
84
10,698,956
85
3350
Unappropriated retained earnings
Other equity interest: 3410
Exchange differences on translation of foreign financial statements
3420
Unrealised gains (losses) from financial assets measured at fair value
through other comprehensive income Total equity $
11,878,285
100
12,576,021
100
Total liabilities and equity
Assets Current assets: Cash and cash equivalents (note 6(a)) Notes receivable, net (note 6(d)) Accounts receivable, net (note 6(d)) Current tax assets Inventories (note 6(e)) Other current financial assets (note 6(c)) Other current assets Total current assets Non-current assets: Non-current financial assets at fair value through profit or loss (note 6(b)) Non-current financial assets at fair value through other comprehensive income (note 6(c)) Prepayments for investments (note 6(c)) Investments accounted for using equity method (note 6(f)) Property, plant and equipment (notes 6(g), (k), 8 and 9) Right-of-use assets (note 6(h)) Deferred tax assets (note 6(m)) Prepayments for business facilities (note 9) Refundable deposits Net defined benefit asset, non-current (note 6(l)) Other non-current assets Total non-current assets Total assets
1100 1150 1170 1220 130X 1476 1470 1510 1517 1422 1550 1600 1755 1840 1915 1920 1975 1995

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6

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) SESODA CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2020 and 2019

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

4110
Operating revenue (notes 6 (k) and (p))
5111
Operating cost (notes 6(e), (g), (h), (j), (l) and 7)
Gross profit from operations
6000
Operating expenses (notes 6(d), (g), (h), (j), (l), (q) and 7):
6100
Selling expenses
6200
Administrative expenses
6450
Expected credit loss
Total operating expenses
6900
Net operating income
7000
Non-operating income and expenses (notes 6(f), (j) and (r)):
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of profit of associates accounted for using equity method
Total non-operating income and expenses
7900
Income before tax
7950
Less: Income tax expenses (note 6(m))
Profit
8300
Other comprehensive income (notes 6(f), (l), (m) and (n)):
8310
Components of other comprehensive income that will not be reclassified to profit or loss
8311
Gains on remeasurements of defined benefit plans
8316
Unrealized gains or losses from investments in equity instruments measured at fair value
through other comprehensive income
8320
Share of other comprehensive income of associates accounted for using equity method,
components of other comprehensive income that will not be reclassified to profit or loss
8349
Income tax related to components of other comprehensive income that will not be reclassified to
profit or loss
Components of other comprehensive income that will not be reclassified to profit or
loss
8360
Components of other comprehensive income that will be reclassified to profit or loss
8361
Exchange differences on translation of foreign financial statements
8370
Share of other comprehensive income of associates accounted for using equity method,
components of other comprehensive income that will be reclassified to profit or loss
8399
Income tax related to components of other comprehensive income that will be reclassified to
profit or loss
Components of other comprehensive income that will be reclassified to profit or loss
8300
Other comprehensive income
Total comprehensive income
Basic earnings per share
9750
Basic earnings per share (note 6(o)) (expressed in New Taiwan dollars)
9850
Diluted earnings per share (note 6(o)) (expressed in New Taiwan dollars)
2020
Amount
%
$ 4,034,992
100
3,197,912
79
837,080
21
333,887
9
248,865
6
-
-
582,752
15
254,328
6
3,107
-
6,236
-
14,269
-
(104,857)
(2)
15,190
-
(66,055)
(2)
188,273
4
14,144
-
174,129
4
3,174
-
(54,147)
(1)
(443)
-

635
-
(52,051)
(1)
(174,105)
(4)
(82)
-
-
-
(174,187)
(4)
(226,238)
(5)
$
(52,109)
(1)
$
0.76
$
0.76
2019
Amount
%
4,343,168
100
3,324,057
77
1,019,111
23
295,328
7
273,006
6
1,303
-
569,637
13
449,474
10
7,745
-
8,809
-
38,653
1
(198,556)
(4)
16,264
-
(127,085)
(3)
322,389
7
47,748
1
274,641
6
7,818
-
35,515
1
(321)
-
1,564
-
41,448
1
(84,834)
(2)
(348)
-
-
-
(85,182)
(2)
(43,734)
(1)
230,907
5
1.20
1.20

See accompanying notes to consolidated financial statements.

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(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
SESODA CORPORATION AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
Equity attributable to owners of parent
Total other equity interest
Retained earnings
Unrealized gains
Common
stock
Capital
surplus
Legal
reserve
Special
reserve
Unappropriated
retained
earnings
Total retained
earnings
Exchange
differences on
translation of foreign
financial statements
(losses) on financial
assets measured at fair
value through other
comprehensive income
Total other
equity interest
Total equity
Balance at January 1, 2019
$ 2,014,479
15,924
903,685
215,821
2,636,494
3,756,000
16,717
(2,571)
14,146
5,800,549
Appropriation and distribution of retained earnings:
Legal reserve
-
-
35,119
-
(35,119)
-
-
-
-
-
Cash dividends
-
-
-
-
(100,724)
(100,724)
-
-
-
(100,724)
Stock dividends
100,724
-
-
-
(100,724)
(100,724)
-
-
-
-
Special reserve
-
-
-
(83,891)
83,891
-
-
-
-
-
Profit
-
-
-
-
274,641
274,641
-
-
-
274,641
Other comprehensive income
-
-
-
-
5,933
5,933
(85,182)
35,515
(49,667)
(43,734)
Total comprehensive income
-
-
-
-
280,574
280,574
(85,182)
35,515
(49,667)
230,907
Disposal of investments in equity instruments designated at fair value through
other comprehensive income
-
-
-
-
(3,690)
(3,690)
-
3,690
3,690
-
Change of share profit of associates accounted for using equity method
-
13
-
-
-
-
-
-
-
13
Change of other capital surplus
-
1,483
-
-
-
-
-
-
-
1,483
Balance at December 31, 2019
2,115,203
17,420
938,804
131,930
2,760,702
3,831,436
(68,465)
36,634
(31,831)
5,932,228
Appropriation and distribution of retained earnings:
Legal reserve
-
-
27,690
-
(27,690)
-
-
-
-
-
Special reserve
-
-
-
31,831
(31,831)
-
-
-
-
-
Cash dividends
-
-
-
-
(169,216)
(169,216)
-
-
-
(169,216)
Stock dividends
169,216
-
-
-
(169,216)
(169,216)
-
-
-
-
Special reserve
-
-
-
(20)
20
-
-
-
-
-
Profit
-
-
-
-
174,129
174,129
-
-
-
174,129
Other comprehensive income
-
-
-
-
2,096
2,096
(174,187)
(54,147)
(228,334)
(226,238)
Total comprehensive income
-
-
-
-
176,225
176,225
(174,187)
(54,147)
(228,334)
(52,109)
Disposal of investments in equity instruments designated at fair value through
other comprehensive income
-
-
-
-
(1,036)
(1,036)
-
1,036
1,036
-
Change of share profit of associates accounted for using equity method
-
84,670
-
-
-
-
-
-
-
84,670
Change of other capital surplus
-
504
-
-
-
-
-
-
-
504
Balance at December 31, 2020
$
2,284,419
102,594
966,494
163,741
2,537,958
3,668,193
(242,652)
(16,477)
(259,129)
5,796,077
5,800,549
-
(100,724)
-
-
274,641
(43,734)
230,907 -
13
1,483
5,932,228
-
-
(169,216)
-
-
174,129
(226,238)
(52,109) -
84,670
504
5,796,077

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8

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

SESODA CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:
Profit before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Expected credit loss
Net gain on financial assets at fair value through profit or loss
Interest expense
Interest income
Dividend income
Share of profit of associates accounted for using equity method
Gain on disposal of property, plant and equipment
Property, plant and equipment transferred to expenses
Gain on disposal of investments accounted for using equity method
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Decrease in financial assets at fair value through profit or loss
Decrease in notes receivable
Decrease (increase) in accounts receivable
Decrease (increase) in inventories
Increase in other current assets
Increase in other current financial assets
Increase in net defined benefit assts
Increase (decrease) in accounts payable
Increase (decrease) in other payables
Increase (decrease) in other current liabilities
Total adjustments
Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash flows from operating activities
Cash flows from (used in) investing activities:
Proceeds from disposal of financial assets at fair value through other comprehensive income
Acquisition of financial assets at fair value through profit or loss
Proceeds from disposal of investments accounted for using equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease (increase) in refundable deposits
Decrease in other non-current assets
Net cash used in investing activities
Cash flows from (used in) financing activities:
Increase in short-term loans
Decrease in short-term loans
Proceeds from long-term borrowings
Repayments of long-term borrowings
Increase in guarantee deposits received
Payment of lease liabilities
Cash dividends paid
Other financing activities
Net cash flows from (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

See accompanying notes to consolidated financial statements.

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9

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) SESODA CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020 and 2019

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

(1) Company history

SESODA CORPORATION, formerly called SOUTH EAST SODA MANUFACTURING CO., LTD., (hereinafter referred to as the “Company”) was incorporated on March 2, 1957 as a corporation limited by shares under the Company Act of the Republic of China (R.O.C.). The major business activities of the Company are the manufacturing and sales of pure soda ash, sodium bicarbonate, hydrochloric acid, ammonium bicarbonate power and potassium sulfate.

The Company and subsidiaries (the “ Group”) are engaged in preceding business and vessel chartering. Please refer to note 14.

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

These consolidated financial statements were authorized for issue by the Board of Directors as of March 29, 2021.

(3) New standards, amendments and interpretations adopted:

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

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

  • �Amendments to IFRS 3 “Definition of a Business”

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

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

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

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

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

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

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

(Continued)

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10

SESODA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

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

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

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

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

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

  • �Amendments to IAS 16 “Property, Plant and Equipmentt Proceeds before Intended Use”

  • �Amendments to IAS 37 “Onerous Contracts Cost of Fulfilling a Contract”

  • �Annual Improvements to IFRS Standards 2018-2020

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

  • �Amendments to IAS 1 “Disclosure of Accounting Policies”

  • �Amendments to IAS 8 “Definition of Accounting Estimates”

(4) Summary of significant accounting policies:

The significant accounting policies presented in the consolidated financial statements are summarized below. The following accounting policies were applied consistently throughout the periods presented in the consolidated financial statements.

(a) Statement of compliance

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

(b) Basis of preparation

  • (i) Basis of measurement

Except for the following significant accounts, the consolidated financial statements have been prepared on a historical cost basis:

  • 1) Financial instruments at fair value through profit or loss are measured at fair value;

  • 2) Financial assets at fair value through other comprehensive income are measured at fair value;

  • 3) The net defined benefit assets are measured at fair value of the plan assets less the present value of the defined benefit obligation, limited as explained in note 4(n).

(Continued)

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11

SESODA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (ii) Functional and presentation currency

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

  • (c) Basis of consolidation

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

The consolidated financial statements comprise the Company and subsidiaries. Subsidiaries are entities controlled by the Group. The Group ‘controls' an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

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

The Group prepares consolidated financial statements using uniform accounting policies for like transactions and other events in similar circumstances.

Changes in the Group's ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Any difference between the amount by which the non controlling interests are adjusted and the fair value of the consideration paid or received will be recognized directly in equity, and the Group will attribute it to the owners of the parent.

  • (ii) List of subsidiaries in the consolidated financial statements
Name of
investor
Name of subsidiary Principal activity Shareholding
December
31, 2020
December 31,
2019
The Company
The Company
The Company
The Company
The Company and
SSC
SSC
SSC
SSC
Sesoda Steamship Corporation (SSC)
East Tender Trading Co., Ltd.
Yukari Group Co., Ltd.
E-Teq Venture Co., Ltd.
Sesoda Investments (BVI) Ltd. (SIL)
SS Marine Holding Corporation (SSMHC)
Southeast Shipping Corporation (SESC)
Southeast Marine Globe Corporation (SMGC)
Ship operation and chartering
General trade and investments
Wholesale of foods and groceries,
sales of drinks and operation of
restaurant
Electronics components
manufacturing, data storage media
manufacturing and duplicating,
general investments
Holding company
Holding company
Ship operation and chartering
Ship operation and chartering
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00

(Continued)

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12

SESODA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Name of
investor
Name of subsidiary Principal activity Shareholding
December
31, 2020
December 31,
2019
SSC
SSC
SSC
SSC
SSC
SSC
SSC
SSC
SSC
SSC
SSC
SSC
SSC
SSMHC
East Tender Trading
Co., Ltd
Southeast Marine Transport Corporation
(SMTC)
SE Harmony Corporation (SEHC)
SE Bulker Corporation (SEBC)
SE Apex Corporation (SEAC)
SE Marine Corporation (SEMC)
SE Carrier Corporation (SECC)
SE Evermore Corporation (SEEC)
SE Fortune Corporation (SEFC)
SE Royal Corporation (SERC)
SE Delta Corporation (SEDC)
SE Victory Corporation (SEVC)
SE Glory Corporation (SEGC)
SE Peace Corporation (SEPC)
SE Jasmine Corporation (SEJC)
Zai Feng Auto Transportation Co., Ltd.
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Holding company
Automobile cargo transportation
business
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
  • (d) Foreign currencies

  • (i) Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of the Group at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date.

Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.

Exchange differences are generally recognized in profit or loss, except for an investment in equity securities designated as at fair value through other comprehensive income which is recognized in other comprehensive income.

  • (ii) Foreign operations

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

(Continued)

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13

SESODA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

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

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

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

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

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

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

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

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

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

An entity shall classify a liability as current when:

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

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

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

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

(Continued)

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SESODA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(f) Cash and cash equivalents

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

(g) Financial assets

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

(i) Financial assets

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

On initial recognition, a financial asset is classified as measured at: amortized cost; fair value through other comprehensive income (FVOCI) –equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

1) Financial assets measured at amortized cost

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

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

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

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

(Continued)

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15

SESODA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 2) Fair value through other comprehensive income (FVOCI )

On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment's fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.

Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.

Dividend income is recognized in profit or loss on the date on which the Group's right to receive payment is established.

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

All financial assets not classified as amortized cost or FVOCI described as above are measured at FVTPL, including derivative financial assets. Trade receivables that the Group intends to sell immediately or in the near term are measured at FVTPL; however, they are included in the ‘trade receivables' line item. On initial recognition, the Group may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

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

  • 4) Impairment of financial assets

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

  • �Cash in bank, other receivable, other financial assets and refundable deposits for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

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

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

(Continued)

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16

SESODA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

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

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

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

The Group holds time deposits for domestic financial institutions, it is considered to be low credit risk.

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

At each reporting date, the Group assesses whether financial assets carried at amortized cost is credit-impaired. A financial asset is ‘credit-impaired' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

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

The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group's procedures for recovery of amounts due.

  • 5) Derecognition of financial assets

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

  • (ii) Financial liabilities and equity instruments

  • 1) Other financial liabilities

Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

(Continued)

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17

SESODA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

2) Derecognition of financial liabilities

The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

On derecognition of a financial liability, the difference between the carrying amount of a financial liability extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

3) Offsetting of financial assets and liabilities

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

(h) Inventories

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

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

(i) Investment in associates

Associates are those entities in which the Group has significant influence, but not control or joint control, over their financial and operating policies.

Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The carrying amount of the investment in associates includes goodwill arising from the acquisition less any accumulated impairment losses.

The consolidated financial statements include the Group's share of the profit or loss and other comprehensive income of those associates, after adjustments to align the accounting policies with those of the Group, from the date on which significant influence commences until the date on which significant influence ceases. The Group recognizes any changes of its proportionate share in the investee within capital surplus, when an associate's equity changes due to reasons other than profit and loss or comprehensive income, which did not result in changes in actual significant influence.

Unrealized gains and losses resulting from transactions between the Group and an associate are recognized only to the extent of unrelated Group's interests in the associate.

(Continued)

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18

SESODA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

When the Group's share of losses of an associate equals or exceeds its interest in associates, it discontinues recognizing its share of further losses. After the recognized interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.

When the Group subscribes to additional shares in an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Group's proportionate interest in the net assets of the associate. The Group records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus. Moreover, a difference shall be debited to retained earnings when the balance of capital surplus resulting from investments accounted for using equity method is not sufficient to be written off. If the Group's ownership interest is reduced due to the additional subscription to the shares of associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate shall be reclassified to profit or loss on the same basis as would be required if the associate or jointly controlled entity had directly disposed of the related assets or liabilities.

(j) Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

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

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

(ii) Subsequent cost

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

  • (iii) Depreciation

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

Land is not depreciated.

The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:

1) Buildings 5�50 years
2) Machinery and equipment 5�15 years
3) Transportation equipment 3�5 years

(Continued)

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19

SESODA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 4) Vessels 10�25 years 5) Leasehold improvement 2�7 years 6) Other equipment 2�15 years

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

(k) Leases

(i) Identifying a lease

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

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

  • 2) the Group has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and

  • 3) the Group has the right to direct the use of the asset throughout the period of use only if either:

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

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

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

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

At inception or on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative stand alone prices.

(Continued)

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20

SESODA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) As a leasee

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

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

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

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

  • fixed payments, including in-substance fixed payments;

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

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

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

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

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

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

  • there is a change in the assessment on whether it will have the option to exercise a purchase;, or

  • there is a change in the assessment on lease term as to whether it will be extended or terminated; or

  • there is any lease modifications

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

(Continued)

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21

SESODA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

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

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

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

(iii) As a leasor

When the Group acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

If an arrangement contains lease and non-lease components, the Group applies IFRS15 to allocate the consideration in the contract.

(l) Impairment of non-financial assets

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

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

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

An impairment loss is recognized in profit or loss if the carrying amount of an asset or CGU exceeds its recoverable amount.

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

(Continued)

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22

SESODA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(m) Revenue

  • (i) Revenue from contracts with customers

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

1) Sale of goods

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

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

2) Financing components

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

(n) Employee benefits

  • (i) Defined contribution plans

Obligations for contributions to defined contribution plans are recognized as expense as the related services is provided. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available.

(ii) Defined benefit plans

The Group's net obligation in respect of defined benefit plans is calculated separately for each the plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

(Continued)

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23

SESODA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Group recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

  • (iii) Short-term employee benefits

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

(o) Income taxes

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

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

Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes shall not be recognized for the below exceptions:

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

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

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

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

(Continued)

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24

SESODA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

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

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

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

  • 1) the same taxable entity; or

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

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

(p) Earnings per share

The Group discloses the Company's basic and diluted earnings per share attributable to common shareholders of the Company. Basic earnings per share are calculated as the profit attributable to common shareholders of the Company divided by the weighted average number of common shares outstanding. Diluted earnings per share are calculated as the profit attributable to common shareholders of the Company divided by the weighted average number of common shares outstanding after adjustment for the effects of all potentially dilutive common shares, such as employee compensation.

(q) Operating segments

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

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

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

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

(Continued)

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25

SESODA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the consolidated financial statements is as follows:

  • (a) Judgment of whether the Group has substantive control over its investees

As of December 31, 2020 and 2019, the Group holds 34.89% and 40.88%, respectively, of the outstanding voting shares of EAST TENDER OPTOELECTRONICS CORPORATION (EOC), and is the single largest shareholder of the investee. Although the remaining shares are not concentrated within specific shareholders, the Group still failed to obtain more than half of the total number of directors’ seats of EOC and it also failed to obtain more than half of the voting rights at a shareholders' meeting. Therefore, it is determined that the Group only has significant influence but not control over EOC.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year is as follows:

(a) Impairment of assets

The assessment of impairment requires the Group to make subjective judgments to identify the cashgenerating units and estimate the future cash flow and useful life of its related assets. Any changes in these estimates based on changed economic conditions or business strategies could result in significant adjustments in future years. Please refer to note 6(g) for further description.

(6) Explanation of significant accounts:

  • (a) Cash and cash equivalents
Petty Cash
Demand deposits
Time deposits
Cash and cash equivalents
December 31,
2020
$ 15,604
453,966
453,718
$
923,288
December 31,
2019
40,815
494,779
185,383
720,977
  • (b) Financial assets at fair value through profit or loss-non-current
Open end Funds December 31,
2020
$
2,970
December 31,
2019
3,026
  • (c) Financial assets at fair value through other comprehensive income-non-current
Domestic unlisted companies stocks
Foreign unlisted companies stocks
Total
December 31,
2020
$ 5,571
175,803
$
181,374
December 31,
2019
4,675
236,481
241,156

(Continued)

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26

SESODA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (i) Equity instruments at fair value through other comprehensive income

The Group held equity securities for long-term strategic purposes (and not for trading purposes) which have been designated as measured at fair value through other comprehensive income.

In 2020, due to the liquidation of Beijing Technology Development Fund (Cayman), the Group received the amounts of $57 thousand in cash and $77 thousand in stock of StemCyte International, Ltd., wherein the liquidated loss of $1,106 thousand was classified from other equity to retained earnings.

In 2019, due to the liquidation of WI Harper Investment Company, the Group expected to receive the amounts of $3,959 thousand in cash and $351 thousand in stock, to be recognized as other financial assets and prepayments for investments, respectively, wherein the liquidated loss of $3,690 thousand will be reclassified from other equity to retained earnings. In 2020, the Group received the amount of $4,029 thousand in cash, resulting in the gain of $70 thousand to be reclassified from other equity to retained earnings.

  • (ii) For market risk, please refers to note 6(s).

(iii) The aforementioned financial assets were not pledged.

  • (d) Notes and accounts receivables
Notes receivables
Accounts receivable–measured as amortized cost
Less: Loss allowance
Sub-total
Total
December 31,
2020
$ 79,949
367,601
(11,303)
356,298
$
436,247
December 31,
2019
153,218
440,820
(11,303
429,517
582,735

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

Current
1 to 30 days past due
31 to 60 days past due
61 to 90 days past due
More than 90 days past due
December 31, 2020
Gross carrying
amount
$ 372,927
60,562
9,660
15
4,386
$
447,550
Weighted-average
expected credit
loss rate
0-0.35%
0-6.96%
0-15.62%
0-82.57%
100%
Loss allowance
provision
1,224
4,209
1,444
12
4,386
11,275

(Continued)

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27

SESODA CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Current
1 to 30 days past due
31 to 60 days past due
61 to 90 days past due
More than 90 days past due
December 31, 2019
Gross carrying
amount
$ 532,597
18,214
40,616
110
2,501
$
594,038
Weighted-average
expected credit
loss rate
%
0.17
%
5.12
%
16.92
%
83.94
%
100.00
Loss allowance
provision
905
933
6,872
92
2,501
11,303

The movements in the allowance for notes and accounts receivable were as follows:

Balance at January 1
Impairment losses recognized
Balance at December 31
2020
$ 11,303
-
$
11,303
2019
10,000
1,303
11,303

The aforementioned financial assets were not pledged. For other credit risk, please refers to note 6(s).

(e) Inventories

Merchandise
Finished goods
Raw materials
Fuel
Supplies
December 31,
2020
$ 98,737
76,595
121,428
2,262
14,439
$
313,461
December 31,
2019
115,973
141,167
149,366
3,115
13,155
422,776

Except for operating costs arising from the ordinary sale of inventories, other gains or losses directly recorded under operating cost were as follows:

Unallocated overheads
Loss on valuation of inventories
Losses (gains) on inventroies count
2020
$ 29,983
275
(1,635)
$
28,623
2019
51,264
-
8
51,272

The inventories were not pledged.

(Continued)

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28

SESODA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (f) Investments accounted for using equity method

A summary of the Group's financial information for investments accounted for using the equity method at the reporting date is as follows:

Associates
(i)
Associates
Name of Associates
Main business December 31,
2020
December 31,
2019
$
504,221
425,648
Proportion of shareholding
and voting rights
Main operating
location
December 31,
2020
December 31,
2019
Yilan
%
34.89
%
40.88
December 31,
2019
425,648
EOC Manufacturing of DWDM filter
components required for Optical
communication
Yilan

EOC became a listed company on July 1, 2020. The fair values of the Group's shares on EOC were $696,859 thousand as of December 31, 2020.

The financial information of EOC was as follows:

Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net assets
Net assets attributable to the Group
Operating revenue
Profit from continuing operations
Other comprehensive income
Total comprehensive income
Comprehensive income attributable to the Group
Share of net assets of associates as of January 1
Comprehensive income attributable to the Group
Capital surplus arising from not participating in capital
increase
Disposals
Dividends received from associates
Others
Share of net assets of associates as of December 31
December 31,
2020
$ 642,144
594,550
(81,976)
(105,234)
$
1,049,484
$
498,351
2020
$
334,567
$ 51,124
(1,585)
$
49,539
$
15,924
2020
$ 418,519
15,924
86,571
(10,490)
(12,182)
9
$
498,351
December 31,
2019
372,966
536,517
(74,885)
(116,612)
717,986
418,519
2019
349,651
55,880
(1,624)
54,256
17,594
2019
412,185
17,594
-
(1,757)
(9,516)
13
418,519

(Continued)

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29

SESODA CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

The Group's financial information for investments accounted for using the equity method that are individually insignificant was as follows:

Carrying amount of individually insignificant
associates' equity
Attributable to the Group:
Loss from continuing operations
Other comprehensive income
Comprehensive income
December 31,
2020
$
5,870
2020
$ (1,259)
-
$
(1,259)
December 31,
2019
7,129
2019
(1,999)
-
(1,999)
  • (ii) The Group did not provide any investments accounted for using the equity method as collateral for its loans.

  • (iii) In 2020 and 2019, the Group sold its shares in EOC amounting to $13,559 thousand and $2,954 thousand, resulting in the gains on sale of shares to be $4,978 thousand and $1,197 thousand, respectively, recognized as other gains and losses under gains on disposals of investment.

(g) Property, plant and equipment

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

Cost:
Balance on January 1, 2020

Additions
Reclassification
Disposals
Effect on changes in foreign
exchange rates
Balance on December 31, 2020

Balance on January 1, 2019

Additions
Reclassification
Disposals
Effect on changes in foreign
exchange rates
Balance on December 31, 2019

Depreciation and impairments loss:
Balance on January 1, 2020

Depreciation
Disposals
Effect on movements in exchange
rates
Balance on December 31, 2020
Land
$ 1,205,356
-
-
-
-
Buildings
695,719
64
7,917
-
-
Machinery
and equipment
1,369,649
1,942
33,055
(13,549)
-
Transportatoin
equipment
45,760
-
-
-
-
Vessels
10,722,247
75,110
-
(18,769)
(538,510)
10,240,078
9,479,816
1,517,299
(888)
-
(273,980)
10,722,247
2,728,637
381,219
(15,330)
(149,771)
2,944,755
Leasehold
improvements
13,958
318
5,931
-
-
Other equipment
154,411
44,078
(35,432)
(121)
(774)
Construction in
progress
126,486
78,089

(32,889)

-

-
Total
14,333,586
199,601
(21,418)
(32,439)
(539,284)
$
1,205,356
$ 1,194,447
10,909
-
-
-
703,700 1,391,097 45,760
43,320
5,800
-
(3,360)
-
20,207
13,695
263
-
-
-
162,162 171,686
186,077
129,042

(188,633)

-

-
13,940,046
656,087
-
39,632
-
-
1,206,485
4,203
158,991
(30)
-
147,525
56,910
(49,241)
(431)
(352)
12,927,452
1,724,426
(40,139)
(3,821)
(274,332)
$
1,205,356
$ -
-
-
-
695,719 1,369,649 45,760
27,426
4,770
-
-
13,958
7,699
2,784
-
-
154,411 126,486
-
-

-

-
14,333,586
458,335
12,052
-
-
1,050,373
59,448
(13,549)
-
91,099
6,331
(121)
(641)
4,363,569
466,604
(29,000)
(150,412)
$
-
470,387 1,096,272 32,196 10,483 96,668 - 4,650,761

(Continued)

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30

SESODA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Balance on January 1, 2019

Depreciation
Disposals
Effect on changes in foreign
exchange rates
Balance on January 1, 2019

Carrying amounts:
Balance on December 31, 2020

Balance on January 1, 2019

Balance on December 31, 2019
Land
$ -
-
-
-
Buildings
447,145
11,190
-
-
Machinery
and equipment
998,989
51,414
(30)
-
Transportatoin
equipment
26,654
4,132
(3,360)
-
Vessels
2,418,715
379,607
-
(69,685)
Leasehold
improvements
5,562
2,137
-
-
Other equipment
83,584
8,247
(431)
(301)
Construction in
progress
-
-
-
-
Total
3,980,649
456,727
(3,821)
(69,986)
$
-
458,335 1,050,373 27,426 2,728,637 7,699 91,099 - 4,363,569
$
1,205,356
233,313 294,825 13,564 7,295,323 9,724 65,494 171,686 9,289,285
$
1,194,447
208,942 207,496 16,666 7,061,101 8,133 63,941 186,077 8,946,803
$
1,205,356
237,384 319,276 18,334 7,993,610 6,259 63,312 126,486 9,970,017

(i) Impairment losses

For the years ended December 31, 2020 and 2019, the movements in accumulated impairment loss were as follows:

Balance at January 1
Transferred to accumulated depreciation
Effect on changes in foreign on exchange rates
Balance at December 31
2020
$ 378,065
(25,909)
(18,818)
$
333,338
2019
415,594
(27,607)
(9,922)
378,065

The Group recognized the impairment losses on its vessels based on their values in use, which were estimated according to future cash flow, future trends and market competition of related industries. For the years ended December 31, 2020 and 2019, the estimated of values in use were determined using a pre-tax discount rate of 4.08%� 7.45% and 6.80%� 7.90%, respectively.

(ii) Pledge information

Please refer to note 8 for the pledged and collateral information of the property, plant and equipment.

  • (iii) For the years ended December 31, 2020 and 2019, the capitalized interest expenses amounted to $1,331 thousand and $1,858 thousand, with interest rates of 1.01% and 1.36%~3.64%, respectively.

(Continued)

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31

SESODA CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(h) Right-of-use assets

The Group leases buildings and transportation equipment. The movements in right-of-use assets were as follows:

Cost:
Balance at January 1, 2020
Additions
Disposals
Balance at December 31, 2020
Balance at January 1, 2019
Effects of retrospective application for IFRS 16
Depreciation
Disposals
Balance at December 31, 2019
Accumulated depreciation:
Balance at January 1, 2020
Depreciation
Disposals
Balance at December 31, 2020
Balance at January 1, 2019
Effects of retrospective application for IFRS 16
Depreciation
Disposals
Balance at January 1, 2019
Carrying amounts:
Balance at December 31, 2020
Balance at December 31, 2019
Buildings
$ 22,305
589
(827)
$
22,067
$ -
14,588
8,200
(483)
$
22,305
$ 3,872
4,876
(589)
$
8,159
$ -
-
4,355
(483)
$
3,872
$
13,908
$
18,433
Transportation
equipment
8,252
-
-
8,252
-
8,252
-
-
8,252
3,060
3,060
-
6,120
-
-
3,060
-
3,060
2,132
5,192
Total
30,557
589
(827)
30,319
-
22,840
8,200
(483)
30,557
6,932
7,936
(589)
14,279
-
-
7,415
(483)
6,932
16,040
23,625

(i) Short-term and long-term borrowings

(i) The short-term borrowings were summarized as follows:

Secured bank loans
Unsecured bank loans
Unused credit lines (including short-term and long-
term borrowings)
Range of interest rates
December 31,
2020
$ 290,000
1,050,544
$
1,340,544
$
1,612,192
0.42%~2.46%
December 31,
2019
260,000
724,730
984,730
2,504,030
0.98%~3.85%

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

(Continued)

-176-

32

SESODA CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(ii) The long-term borrowings were summarized as follows:

Secured bank loans
Less: current portion
Total
Secured bank loans
Less: current portion
Total
December 31, 2020 December 31, 2020 December 31, 2020
Interest rate
Maturity year
Amount
1.06%~3.14%
2021~2029
$ 3,749,675
447,439
$
3,302,236
December 31, 2019
Interest rate
2.72%~4.10%
Maturity year
Amount
2020~2029
$ 4,645,586
478,216
$
4,167,370
Amount

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

(j) Lease liabilities

The carrying amounts of lease liabilities were as follow:

December 31,
2020
Current
$
6,646
Non-current
$
10,127
For the maturity analysis, please refer to note 6(s).
The amounts recognized in profit or loss was as follows:
2020
Interest expenses on lease liabilities
$
337
Expenses relating to leases of low-value assets
$
314
The amounts recognized in the statement of cash flows were as follows:
2020
Total cash outflow for leases
$
8,045
December 31,
2019
7,226
16,636
2019
389
295
2019
7,669

(k) Operating lease

The Group's shipping industry focuses on lightweight bulk carriers, which are mainly based on the wide range of navigation. Ship chartering for large cargo owners and shipping companies adopts the hourly chartering model.

As of December 31, 2020 and 2019, the carrying amounts of ressels were $7,295,323 thousand and $7,993,610 thousand, respectively, recognized as property, plant and equipment.

As of December 31, 2020, the Group chartered out its entire vessels.

(Continued)

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33

SESODA CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020 and 2019, the income from chartering amounted to $1,303,998 thousand and $1,533,551 thousand, respectively.

A maturity analysis of lease payments, showing the undiscounted lease payments to be received after the reporting date are as follows:

Less than one year
One to two years
Total undiscounted lease receivables
December 31,
2020
$ 429,627
89,846
$
519,473
December 31,
2019
735,440
40,759
776,199
  • (l) Employee benefits

(i) Defined benefit plans

Reconciliations of defined benefit obligation at present value and plan asset at fair value were as follows:

Present value of the defined benefit obligations
Fair value of plan assets
Net defined benefit assets
December 31,
2020
$ 142,658
(169,167)
$
(26,509)
December 31,
2019
146,009
(162,578)
(16,569)

The Group makes defined benefit plan contributions to the pension fund account with Bank of Taiwan that provides pensions for employees upon retirement. Plans (covered by the Labor Standards Law) entitle a retired employee to receive retirement benefits based on years of service and average monthly salary for the six months prior to retirement.

1) Composition of plan assets

The Group allocates pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. With regard to the utilization of the funds, minimum earnings shall be no less than the earnings attainable from two-year time deposits with interest rates offered by local banks.

The Group's Bank of Taiwan labor pension reserve account balance amounted to $169,167 thousand as of December 31, 2020. For information on the utilization of the labor pension fund assets, including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.

(Continued)

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34

SESODA CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • 2) Movements in present value of the defined benefit obligation

Movements in the present value of the defined benefit obligations were as follows:

2020
Defined benefit obligations at January 1
$ 146,009
Current service costs and interest cost
1,619
Remeasurements of the net defined benefit
asset:
�Actuarial gains or losses arising from
financial assumption
2,262
Benefits paid
(7,232)
Defined benefit obligations at December 31
$
142,658
3)
Movements in fair value of the defined benefit plan assets
Movements in the fair value of the plan assets were as follows:
2019
151,896
2,386
(2,175)
(6,098)
146,009
Fair value of plan assets at January 1
Interest revenue
Remeasurements of the net defined benefit
asset:
�Actuarial gains or losses arising from
financial assumption
Amounts contributed to plan
Benefits paid
Fair value of plan assets at December 31
2020
$ 162,578
1,216
5,436
4,929
(4,992)
$
169,167
2019
156,556
1,539
5,643
4,938
(6,098)
162,578

4) Expenses recognized in profit or loss

The expenses recognized in profit or losses were as follows:

Current service costs
Net interest expense of net defined benefit assets
Operating cost
Operating expenses
2020
$ 545
(142)
$
403
2020
$ 369
34
$
403
2019
917
(70)
847
2019
759
88
847

(Continued)

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35

SESODA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 5) The remeasurements of net defined benefit liabilities (assets) recognized in other comprehensive income

The remeasurements of net defined benefit liabilities (assets) recognized in other comprehensive income were as follows:

Balance at the beginning
Recognized in the current period
Balance at the beginning
2020
$ (7,321)
3,174
$
(4,147)
2019
(15,139)
7,818
(7,321)
  • 6) Actuarial assumptions

The principal actuarial assumptions were as follows:

Discount rate
Future salary increasing rate
2020.12.31
2019.12.31
%
0.500
%
0.750
%
3.000
%
3.000

The Group expects to make contributions of $4,835 thousand to the defined benefit plans in the next year starting from December 31, 2020.

The weighted average duration of the defined benefit plans is 7.08 years.

  • 7) Sensitivity analysis

The changes in main actuarial assumptions might have an impact on the present value of the defined benefit obligation as follows:

December 31, 2020
Discount rate decrease (increase) 0.25%
Future salary increasing rate increase (decrease) 0.25%
December 31, 2019
Discount rate decrease (increase) 0.25%
Future salary increasing rate increase (decrease) 0.25%
Influences on defined benefit
obligations
Increased
Decreased
$ 2,107
(2,057)
1,991
(1,954)
2,358
(2,298)
2,236
(2,192)

There is no change in other assumptions when performing the above mentioned sensitivity analysis. In practice, assumptions may be interactive with each other. The method used on sensitivity analysis is consistent with the calculation on the net pension liabilities.

There is no change in the method and assumptions used in the preparation of sensitivity analysis for 2020 and 2019.

(Continued)

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36

SESODA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Defined contribution plans

The Group set aside 6% of the contribution rate of the employee's monthly wages to the Labor Pension personal account of the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. The Group set aside a fixed amount to the Bureau of Labor Insurance without the payment of additional legal or constructive obligations.

The pension costs incurred from the contributions to the Bureau of the Labor Insurance amounted for the years ended December 31, 2020 and 2019 were as follow:

Operating cost
Operating expense
Total
2020
$ 2,959
1,989
$
4,948
2019
2,482
2,072
4,554

(iii) Others

The Group paid and recognized the severance pay for the years ended December 31, 2020 and 2019 as follow:

Operating cost
Operating expense
Total
2020
$ 48
2,276
$
2,324
2019
63
243
306

(m) Income taxes

(i) Income tax expense

The amounts of income tax for the years ended December 31, 2020 and 2019 were as follows:

Current tax expense
Current period
Adjustment for prior periods
Deferred tax expense
Origination and reversal of temporary differences
Income tax expense from continuing operations
2020
$ 14,301
62
14,363
(219)
(219)
$
14,144
2019
23,185
157
23,342
24,406
24,406
47,748

The amounts of income tax recognized in other comprehensive income for the years ended December 31, 2020 and 2019 were as follows:

ms that will not be reclassified subsequently to
ofit or loss:
Remeasurement from defined benefit plans
2020
$
635
2019
1,564

Items that will not be reclassified subsequently to profit or loss:

(Continued)

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37

SESODA CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Reconciliations of income tax expenses and profit before tax for the years ended December 31, 2020 and 2019 were as follows:

Profit before tax
Income tax using the Company’s domestic tax rate
The income tax effects on permanent difference
Change of temporary differences
Adjustment for prior periods
Undistributed earnings tax
2020
$
188,273
$ 37,655
(4,369)
(19,204)
62
-
$
14,144
2019
322,389
64,477
(4,231)
(21,324)
157
8,669
47,748
  • (ii) Deferred tax assets and liabilities

  • 1) Unrecognized deferred tax liabilities

The Group is able to control the timing of the reversal of the temporary differences associated with investments in subsidiaries as of December 31, 2020 and 2019. Also, management considers it probable that the temporary differences will not reverse in the foreseeable future. Hence, such temporary differences are not recognized under deferred tax liabilities. Details are as follows:

Aggregate amount of temporary differences related
to investments in subsidiaries
December 31,
2020

$
397,529
December 31,
2019
390,182
  • 2) Recognized deferred tax assets and liabilities

Deferred Tax Assets:

Balance at January 1, 2020
Recognized in profit or loss
Balance at December 31, 2020
Balance at January 1, 2019
Recognized in profit or loss
Balance at December 31, 2019
Refund
liability
$ 1,724
(1,562)
$
162
$ 1,358
366
$
1,724
Unrealized
exchange
loss
Impairment
loss of
property,
plant and
equipment
Defined
benefit plans
9
21
30
-
9
9
Total
2,212
(1,209)
1,003
1,837
375
2,212
-
332
479
-
479
479
-
479
332
-
-
-

(Continued)

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38

SESODA CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Deferred Tax Liability:

Balance at January 1, 2020
Recognized in profit or loss
Recognized in other
comprehensive income
Balance at December 31, 2020
Balance at January 1, 2019
Recognized in profit or loss
Recognized in other
comprehensive income
Balance at December 31, 2019
Land value
increment tax
$ 166,990
-
-
$
166,990
$ 166,990
-
-
$
166,990
Investment
income under
equity method
Unrealized
exchange
gain
Defined
benefit plans
3,306
1,353
635
5,294
924
818
1,564
3,306
Others
25
(25)
-
25
-
-
25
Total
434,722
(1,428)
635
433,929
408,377
24,781
1,564
434,722
203
(203)
-
121
82
-
203

(iii) Assessment

The Company’ s income tax returns for all years through 2018 were assessed by the tax authorities.

(n) Capital and other equity

As of December 31, 2020 and 2019, the total number of authorized ordinary shares were 250,000 thousand shares, with a par value of $10 per share, of which, 228,442 thousand shares and 211,520 thousand shares, respectively, were issued. All issued shares were paid up upon issuance.

Reconciliation of shares outstanding was as follows:

(in thousands of shares)
Balance on January 1
Capital increase out of earnings
Balance on December 31
Ordinary Shares Ordinary Shares
2020
211,520
16,922
228,442
2019
201,448
10,072
211,520

(i) Ordinary shares

A resolution was decided during the general meeting of the shareholders held on May 27, 2020 for a capital increase via stock dividends of 16,922 thousand shares amounting to $169,216 thousand, with the base date set on July 17, 2020, which was approved by the FSC. All relevant registration procedures had been completed as of the reporting date.

A resolution was decided during the general meeting of the shareholders held on June 5, 2019 for a capital increase via stock dividends of 10,072 thousand shares amounting to $100,724 thousand, with the base date set on July 28, 2019, which was approved by the FSC. All relevant registration procedures had been completed as of the reporting date.

(Continued)

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39

SESODA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Capital surplus

The detail of capital surplus were as follows:

The subsidiaries acquired cash dividend from the
Company
Gain on the subsidiaries sale of the Company's stock
Increase through changes in ownership interests in
associates
Donation from shareholders
December 31,
2020
$ 4,079
2,379
91,152
4,984
$
102,594
December 31,
2019
4,079
2,379
6,482
4,480
17,420

In accordance with Company Act, realized capital reserves can only be reclassified as share capital or be distributed as cash dividends after offsetting against losses. The aforementioned capital reserves include share premiums and donation gains. In accordance with the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the actual amount of capital reserves to be reclassified under share capital shall not exceed 10% of the actual share capital amount.

(iii) Retained earnings

The Company's Article of Incorporation stipulates that the Company's net earnings should first be used to offset the prior years' deficits, if any, after paying any income taxes, of the remaining balance 10% is to be appropriated as legal reserve until the accumulated legal reserve equals the Company's capital; a special reserve should also be set aside in accordance with the relevant regulations or as requested by the authorities. Any balance left over and the beginning balance of retaining earnings shall be distributed by way of cash or stock dividends; and the ratio for all dividends shall exceed 1% of the remaining earnings. The Company's appropriations of earnings are decided in the meeting of the Board of Directors and are presented for approval in the Company's shareholders' meeting.

However, dividends issued in cash may be approved by the Board of Directors with more than two thirds of the directors' attendance, and resolved by more than half of the directors; thereafter, reported in the shareholders' meeting.

In response to the Company's long term development needs, the Company's capital structure and long term financial planning were taken into consideration. Therefore, the Company formulated its dividend policy based on its operating performance and principle of balanced dividend payments. Furthermore, the proportion of cash dividend payment shall be no less than 20% of the current year's dividend, which should all be distributed in cash.

(Continued)

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40

SESODA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

1) Legal reserve

The Company should contribute 10% of net profit after tax as legal reserve until it is equal to the capital. When a company incurs no loss, it may, pursuant to a resolution by a shareholders' meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.

2) Special reserve

The Company applied for exemptions granted under IFRS 1 First time Adoption of International Financial Reporting Standards endorsed by the FSC. Upon the Company’s initial adoption of the above standards, its unrealized revaluation increments and cumulative translation adjustments under shareholders' equity had been reclassified to retained earnings at the adoption date. In accordance with Ruling No. 1010012865 issued by the FSC on April 6, 2012, an increase in retained earnings, due to the first time adoption of the IFRSs endorsed by the FSC, shall be reclassified as a special reserve during earnings distribution. However, when the adjusted retained earnings, due to the first time adoption of the IFRSs endorsed by the FSC, are insufficient for the appropriation of special reserve at the transition date, the Company may appropriate a special reserve equals the amount of increase in retained earnings. Upon the use, disposal, or reclassification of its related assets, the Company may reverse the special reserve proportionately. As of December 31, 2020 and 2019, the special reserve were $131,910 thousand and $131,930 thousand, respectively.

A portion of current-period earnings and undistributed prior-period earnings shall be reclassified as a special reserve during earnings distribution. The amount to be reclassified should be equal to the difference between the total net current-period reduction of special reserve resulting from the first-time adoption of IFRSs and the carrying amount of other shareholders' equity as stated above. Similarly, a portion of undistributed prior-period earnings shall be reclassified as a special reserve (which does not qualify for earnings distribution) to account for cumulative changes to other shareholders' equity pertaining to prior periods due to the first-time adoption of IFRSs. Amounts of subsequent reversals pertaining to the net reduction of other shareholders' equity shall qualify for additional distributions. As of December 31, 2020 and 2019, the special reserve were $31,831 thousand and $0, respectively.

(Continued)

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41

SESODA CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(iv) Earnings distribution

The appropriations of earning for 2019 and 2018 had been approved in shareholders' meetings held on May 27, 2020 and June 5, 2019, respectively. The relevant dividend distributions to shareholders were as follows:

Dividends distributed to ordinary shareholders:
Cash
Shares
Total
2019
2018
Amount
per share
(Dollars)
Total
amount
Amount
per share
(Dollars)
Total
amount
$ 0.80
169,216
0.50
100,724
0.80
169,216
0.50
100,724
$
338,432
201,448
2019
2018
Amount
per share
(Dollars)
Total
amount
Amount
per share
(Dollars)
Total
amount
$ 0.80
169,216
0.50
100,724
0.80
169,216
0.50
100,724
$
338,432
201,448
Total
amount
100,724
100,724
201,448

On March 29, 2021, the Company's Board of Directors resolved to appropriate the 2020 earnings. The earnings were appropriated as follows:

Dividends distributed to ordinary shareholders:
Cash
Shares
Total
2020 2020
Amount per
share(Dollars)
Total
amount
$ 0.90
205,597
0.90
205,598
$
411,195
Total
amount
205,597
205,598

(v) Other equity interests, net of tax

Balance as of January 1, 2020
Exchange differences on foreign operations
Exchange differences on associates accounted for
using equity method
Unrealized gains or losses from financial assets
measured at fair value through other
comprehensive income
Disposal of investments in equity instruments
designated at fair value through other
comprehensive income
Balance as of December 31, 2020
Exchange
differences on
translation of
foreign financial
statements
$ (68,465)
(174,105)
(82)
-
-
$
(242,652)
Unrealized gains or
losses on financial
assets at fair value
through other
comprehensive
income
36,634
-
-
(54,147)
1,036
(16,477)
Total
(31,831)
(174,105)
(82)
(54,147)
1,036
(259,129)

(Continued)

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42

SESODA CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Balance as of January 1, 2019
Exchange differences on foreign operations
Exchange differences on subsidiaries accounted
for using equity method
Unrealized gains or losses from financial assets
measured at fair value through other
comprehensive income
Disposal of investments in equity instruments
designated at fair value through other
comprehensive income
Balance as of December 31, 2019
Exchange
differences on
translation of
foreign financial
statements
$ 16,717
(84,834)
(348)
-
-
$
(68,465)
Unrealized gains or
losses on financial
assets at fair value
through other
comprehensive
income
(2,571)
-
-
35,515
3,690
36,634
Total
14,146
(84,834)
(348)
35,515
3,690
(31,831)

(o) Earnings per share

For the years ended December 31, 2020 and 2019, the Company’s earnings per share were calculated as follows:

(i) Basic earnings per share

Profit belonging to common shareholders
Weighted average number of outstanding shares of
common stock (in thousands shares)
Basic earnings per share (expressed in New Taiwan
dollars)
(ii)
Diluted earnings per share
Profit belonging to common shareholders
Weighted average number of outstanding shares of
common stock (in thousands shares)
Effect of potentially dilutive common stock employee
remuneration (in thousands shares)
Weighted average number of common stock (diluted)
(in thousands shares)
Diluted earnings per share (expressed in New Taiwan
dollars)
2020
$
174,129
228,442
$
0.76
2020
$
174,129
228,442
553
228,995
$
0.76
2019
274,641
228,442
1.20
2019
274,641
228,442
720
229,162
1.20

(Continued)

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43

SESODA CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(p) Revenue from contracts with customers

Primary geographical
markets:
Taiwan
Denmark
Singapore
Japan
Pakistan
Other countries
Primary geographical markets:
Taiwan
Denmark
Singapore
Japan
Other countries
2020 2020
Chemical
products
$ 1,033,559
-
-
302,964
182,665
1,147,834
$
2,667,022
$ $
Charting
-
407,626
475,204
9,159
-
412,009
1,303,998
Catering
63,774
-
-
-
-
-
63,774
2019
Others
198
-
-
-
-
-
198
Total
1,097,531
407,626
475,204
312,123
182,665
1,559,843
1,303,998 4,034,992
Chemical
products
1,254,761
-
-
249,990
1,252,446
2,757,197
Charting
-
506,420
511,415
-
515,716
1,533,551
Catering
52,420
-
-
-
-
52,420
Total
$ $ 1,307,181
506,420
511,415
249,990
1,768,162
4,343,168
  • (q) Remuneration to employees and directors

In accordance with the articles of incorporation, the Company should contribute 1% of special bonus, 3.5% of employee remuneration, and less than 2% of directors' remuneration when there is profit for the year. However, if the Company has accumulated deficit, the profit should be reserved to offset the deficit.

For the years ended December 31, 2020 and 2019, the Company estimated its employee remuneration, amounting to $7,017 thousand and $12,004 thousand, special bonus amounting to $2,005 thousand and $3,429 thousand, and directors' remuneration amounting to $4,010 thousand and $6,859 thousand, respectively. The estimated amounts mentioned above were calculated based on the net profit before tax, excluding the employee remuneration, special bonus and directors' remuneration of each period, multiplied by the percentage of employee remuneration, special bonus and directors' remuneration as specified in the Company's articles. These remunerations and bonuses were expensed under operating expenses for each period. Related information would be available at the Market Observation Post System website. The amounts stated in the consolidated financial statements are identical to those of the actual distributions for 2020 and 2019.

(Continued)

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44

SESODA CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (r) Non-operating income and expenses

  • (i) Interest revenue

Interest income from bank deposits
(ii) Other revenue
Dividend income
(iii) Other gains and losses
Foreign exchange gains or losses
Gains or losses on disposals of investments
Gains or losses on financial assets at fair value through
profit or loss
Gains or losses on disposals of property, plant and
equipment
Subsidy to crew bonus
Subsidy to communication fee
Price difference from fuel
Others
Total
(iv)
Finance costs
Interest expenses – bank loan
Interest expenses – lease liabilities
Total
(s)
Financial instruments
2020
$
3,107
2020
$
6,236
2020
$ (12,035)
$ 4,978
99
(3,439)
13,529
7,384
(1,884)
5,637
$
14,269
2020
$ (104,520)
(337)
$
(104,857)
2019
7,745
2019
8,809
2019
1,256
1,197
252
1,143
15,749
7,807
4,298
6,951
38,653
2019
(198,167)
(389)
(198,556)

(i) Credit risk

  • 1) Credit risk exposure

The carrying amount of financial assets represents the maximum amount exposed to credit risk.

(Continued)

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45

SESODA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

2) Concentration of credit risk

When financial commodity trading is relatively concentrated within a few trading partners, a significant concentration of credit risk is less likely to occur. However, if the trading partners who are mostly engaged in similar commercial activities and have similar economic characteristics are affected by economic or other conditions, the occurrence of a significant concentration of credit risk is certain. The Group's notes and accounts receivable which are concentrated within a few trading parties are as follow:

December 31, 2019
D Company
Amount
Percentage of notes and
accounts receivable
$ 58,630
10

No such incident on December 31, 2020.

3) Receivables securities

For credit risk exposure of notes and accounts receivable, please refer to note 6(d).

All of these financial assets are considered to have low risk, and thus, the impairment provision recognized during the period was limited to 12 months expected credit losses. Regarding how the financial instruments are considered to have low credit risk, please refer to note 4(g).

(ii) Liquidity risk

The following table shows the contractual maturities of financial liabilities, including estimated interest payments.

December 31, 2020
Non-derivative financial liabilities
Short-term borrowing
Long-term borrowing
Accounts payable
Other payables
Lease liability
Refundable deposits
December 31, 2019
Non-derivative financial liabilities
Short-term borrowing
Long-term borrowing
Accounts payable
Other payables
Refundable deposits
Carrying
amount
$ 1,340,544
3,749,675
275,553
215,023
16,773
242
$ 5,597,810
$ 984,730
4,645,586
192,784
307,242
23,862
$ 6,154,204
Contractual
cash flows
1,342,164
4,064,448
275,553
215,023
17,257
242
5,914,687
987,764
5,257,187
192,784
307,242
24,679
6,769,656
Within
1 year
1,342,164
524,399
275,553
215,023
6,860
242
2,364,241
987,764
601,048
192,784
307,242
7,559
2,096,397
1-2 year
-
496,620
-
-
3,910
-
500,530
-
721,241
-
-
6,723
727,964
2-5 year
-
1,557,791
-
-
6,351
-
1,564,142
-
1,733,289
-
-
8,626
1,741,915
Over 5
years
-
1,485,638
-
-
136
-
1,485,774
-
2,201,609
-
-
1,771
2,203,380

(Continued)

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46

SESODA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group does not expect the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.

  • (iii) Currency risk

  • 1) Exposure to foreign currency risk

The Group's significant exposure to foreign currency risk were as follows:

The
Group's signi
ficant exposure to foreign currency risk were as follows:
Financial assets
Monetary items
USD
Non-monetary items
RMB
Financial liabilities
Monetary items
USD
December 31, 2020
December 31, 2019
Foreign
currency
(thousand
dollars)
Exchange
rate
NTD
Foreign
currency
(thousand
dollars)
Exchange
rate
NTD
$ 14,767
28.48
420,564
11,528
29.98
345,609
41,646
4.38
182,409
41,646
4.31
179,494
6,551
28.48
186,572
5,461
29.98
163,721
  • 2) Sensitivity analysis

The Group's exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, accounts receivable, short-term loans and accounts payable that are denominated in foreign currency. A weakening (strengthening) 1 % of NTD against the USD for the years ended December 31, 2020 and 2019 would have increased (decreased) the net profit before tax by $2,340 thousand and $1,819 thousand, respectively. The analysis assumes that all other variables remain constant.

Since the Group has many kinds of functional currencies, the information on foreign exchange gains (losses) on monetary items is disclosed by total amount. For the years ended December 31, 2020 and 2019, foreign exchange gains (losses) (including realized and unrealized portions) amounted to $(12,035) thousand and $1,256 thousand, respectively.

(iv) Interest rate risk

Please refer to the attached note for the liquidity risk and the Group's interest rate exposure to its financial assets and liabilities.

The following sensitivity analysis is based on the exposure to the interest rate risk of derivative and non-derivative financial instruments on the reporting date. Regarding assets with variable interest rates, the analysis is based on the assumption that the amount of assets outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases by 1% when reporting to management internally, which also represents the Group management's assessment of the reasonably possible interest rate change.

(Continued)

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47

SESODA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

If the interest rate increases (decreases) by 1%, the Group's net profit before tax would have decreased (increased) by $50,902 thousand and $56,303 thousand for the years ended December 31, 2020 and 2019, respectively, all other variable factors that remain constant. This is mainly due to the Group's borrowing in floating rates.

(v) Other market price risk

For the years ended December 31, 2020 and 2019, the sensitivity analyses for the changes in the securities price at the reporting date were performed using the same basis for the profit and loss as illustrated below:

Prices of securities at the
reporting date
2020 Income
before tax
30
(30)
2019 Income
before tax
30
(30)
Other
comprehensive
income before tax
$
1,814
$
(1,814)
Other
comprehensive
income before tax
2,412
(2,412)
Increasing 1%
Decreasing 1%
  • (vi) Fair value of financial instruments

  • 1) Categories and fair value of financial instruments

Except for the followings, carrying amount of the Group's financial assets and liabilities are valuated approximately to their fair value, and are not based on observable market data and the value measurements which are not reliable. No additional fair value disclosure is required in accordance to the regulations.

Financial assets at fair value through
profit or loss
Open end funds
Financial assets at fair value through
other comprehensive income
Domestic unlisted companies stocks
Foreign unlisted companies stocks
Subtotal
December 31, 2020 December 31, 2020 December 31, 2020
Book Value
$ 2,970
5,571
175,803
181,374
$
184,344
Fair Value
Level 1
2,970
-
-
-
2,970
Level 2
-
-
-
-
-
Level 3
-
5,571
175,803
181,374
181,374
Total
2,970
5,571
175,803
181,374
184,344

(Continued)

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48

SESODA CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Financial assets at fair value through
profit or loss
Open end funds
Financial assets at fair value through
other comprehensive income
Domestic unlisted companies stocks
Foreign unlisted companies stocks
Subtotal
Subtotal
December 31, 2019 December 31, 2019 December 31, 2019
Book Value
$ 3,026
4,675
236,481
241,156
$
244,182
Fair Value
Level 1
3,026
-
-
-
3,026
Level 2
-
-
-
-
-
Level 3
-
4,675
236,481
241,156
241,156
Total
3,026
4,675
236,481
241,156
244,182
  • 2) Valuation techniques for financial instruments measured at fair value

Non-derivative financial instruments

The fair value of financial assets and liabilities traded in an active market is based on the quoted market prices. The quotation, which is published by the main exchange center or that which was deemed to be a public bond by the Treasury Bureau of Central Bank, is included in the fair value of the listed securities instruments and the debt instruments in active markets with open bid.

A financial instrument is regarded as the quoted price in an active market if the quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency; and if those prices represent the actual and regularly occurring market transactions on an arm’s length basis.

Except for the above mentioned financial instruments traded in an active market, the fair value is based on the valuation techniques or the quotation from the counterparty. The fair value refers to the current fair value of the other financial instruments with similar conditions and characteristics, using a discounted cash flow analysis or other valuation techniques, such as calculations of using models (for example, applicable yield curve from Taipei Exchange, or average quoted price on interest rate of commercial paper from Reuters), based on the information acquired from the market at the balance sheet date.

When the financial instrument of the Group is not traded in an active market, its fair value is determined as follows:

  • �Unquoted equity instruments: The fair value is determined based on the ratio of the quoted market price of the comparative listed company and its book value per share. Also, the fair value is discounted for its lack of liquidity in the market.

(Continued)

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49

SESODA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 3) Reconciliation of Level 3 fair values
Balance as of January 1, 2020
Total gains and losses recognized:
In other comprehensive income
Reclassification
Effect on changes in foreign exchange rates
Disposals
Balance as of December 31, 2020
Balance as of January 1, 2019
Total gains and losses recognized:
In other comprehensive income
Effect on changes in foreign exchange rates
Disposals
Balance as of December 31, 2019
Fair value through other
comprehensive income
Unquoted equity instrument
$ 241,156
(54,147)
351
(4,746)
(1,240)
$
181,374
$ 212,873
35,515
768
(8,000)
$
241,156
  • 4) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement

The Group's financial instruments that use Level 3 inputs to measure fair value were “financial assets measured at fair value through other comprehensive income – equity investments”.

Most of the Group's financial instruments that use level 3 inputs to measure fair value have multiple significant unobservable inputs. There is no correlation existence among the significant unobservable inputs of equity investments that have no active markets because they were independent of each other.

Quantified information of significant unobservable inputs was as follows:

Item
Financial assets at fair
value through other
comprehensive income
equity investments
without an active
market
Valuation
technique
Comparable listed
companies approach
Significant
unobservable inputs
Inter-relationship
between significant
unobservable inputs and
fair value measurement
�PE ratio (as of December 31,
2020 was 0.6)
�EBITDA (as of December 31,
2020 and 2019 was 13.2 and
8.1~15.3)
�Market liquidity discount rate
(as of December 31, 2020 and
2019 were both 40%~45% and
30% )
�The higher the PE ratio
and EBITDA ratio, the
higher the fair value
�The higher the market
liquidity discount rate,
the lower the fair value

(Continued)

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50

SESODA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 5) Sensitivity analysis of reasonably possible alternative assumptions for fair value measurements in Level 3 of the fair value hierarchy

The fair value measurements of the Group's financial instruments are reasonable. However, changes in the use of valuation models or valuation variables may affect the estimations. For fair value measurements in Level 3, changing one or more of the assumptions would have the following effect on other comprehensive income:

December 31, 2020
Financial assets at fair value through other
comprehensive income
December 31, 2019
Financial assets at fair value through other
comprehensive income
Effects of changes in fair
value on other
comprehensive income
Inputs
Increase or
decrease
Favorable
Unfavorable
EBITDA ratio/ PE ratio
10%
$ 17,444
(17,444)
EBITDA ratio/ PE ratio
10%
23,496
(23,496)

The favorable and unfavorable effects represent the changes in fair value, and fair value is based on a variety of unobservable inputs calculated using a valuation technique. The analysis above only reflects the effects of changes in a single input, and it does not include the inter relationships with another input.

(t) Financial risk management

(i) Overview

The Group have exposures to the following risks from its financial instruments:

  • 1) credit risk

  • 2) liquidity risk

  • 3) market risk

The following likewise discusses the Group's objectives, policies and processes for measuring and managing the above mentioned risks. For more disclosures about the quantitative effects of these risks exposures, please refer to the respective notes in the accompanying consolidated financial statements.

(ii) Structure of risk management

The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework.

The Group's risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

(Continued)

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51

SESODA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Board of Directors oversees how the supervision of the management is in compliance with the Group's risk management policies and procedures. It also reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Board of Directors is assisted in its oversight role by an internal auditor.An internal auditor undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Board of Directors.

(iii) Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group's receivables from customers and investments.

1) Notes and accounts receivables and other receivables

The credit risk exposure of the Group is mainly affected by the individual conditions of each customer.

The management also considers the statistical data of the Group's customer, including the default risk of the customer's industry and country, which may have an impact on credit risk.

Please refer to note 6(s) for the concentrated notes receivable and accounts receivable from transaction parties.

The Group has established a credit policy. According to this policy, the Group must analyze the credit rating of each new customer individually before granting standard payment and shipping conditions and terms. If the Group can obtain an external rating and in some other cases, the bank's notes will be reviewed. The credit limit, which is regularly reviewed, is established based on individual customers and need not be approved by the Board of Directors.

When the Group monitors the credit risk of its customers according to their credit characteristics, including whether they are distributors or end users; location, industry, age, expiration date, and previous financial difficulties. The main target of the Group's notes, accounts receivable and other receivables is the Group's dealer customers. Customers who are assessed as high-risk are included in the restricted customer list and monitored by the authorized supervisor of the combined company. Future sales with these customers must be based on advance receipts.

The Group regularly evaluates the losses incurred in bills, accounts receivable and other receivables. The Group has set up an allowance and impairment loss account to reflect the estimation of the losses incurred in the bills, accounts receivable and other receivables. The main components of the allowance account include specific losses with individual customers and loss estimates measured by expected credit losses during the lifetime.

(Continued)

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52

SESODA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

2) Investments

The exposure to credit risk for the bank deposits and other financial instruments is measured and monitored by the Group's finance department. The Group only deals with banks, other external parties, corporate organizations, government agencies and financial institutions, with good credit rating. The Group expects the counterparties above to meet their obligations; hence, there is no significant credit risk arising from these counterparties.

3) Guarantees

The Group's policy is to provide financial guarantees only to subsidiaries. As of December 31, 2020, the Group did not provide grarantee to other entities.

(iv) Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or other financial asset. The Group's approach to managing liquidity is to ensure, as far as possible, that it always has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.

The Group calculates its cost of products and services by using the activity based costing, which assists in monitoring its cash flow requirements and optimizing its cash return on investments.

Generally, the Group ensures that it maintains sufficient cash to meet expected operational expense with 60 days.

(v) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices, that will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

The financial assets of the Group with fair value risk of interest rate changes are bank deposits; financial liabilities are long-term and short-term borrowings. The impact of changes in interest rates on the fair value of the relevant financial assets and liabilities is not significant.

(u) Capital management

The Company's policy is to keep a strong capital base in order to maintain its investors, creditors and market confidence, and to sustain future development of its business. Equity consists of common stock, capital surplus, retained earnings and other equity interest of the Group. The Board of Directors monitors the return on its capital as well as the level of dividends to its shareholders.

(Continued)

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53

SESODA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group's debt-to-equity ratio at the end of the reporting period was as follows:

Total liabilities
Less: cash and cash equivalents
Net debt
Total equity
Debt-to-equity ratio
December 31,
2020
$ 6,082,208
923,288
$
5,158,920
$
5,796,077
%
89.01
December 31,
2019
6,643,793
720,977
5,922,816
5,932,228
%
99.84

As of December 31, 2020, there were no material change to the ratio.

  • (v) Financing activities not affecting current cash flow

Reconciliations of liabilities arising from financing activities for the years ended December 31, 2020 and 2019 were as follows:

Long-term borrowings
Short-term borrowings
Lease liabilities
Total liabilities from financing
activities
January 1,
2020
$ 4,645,586
984,730
23,862
$
5,654,178
Cash flows
(691,570)
383,564
(7,394)
(315,400)
Non-cash changes Non-cash changes
-
-
(238)
(238)
December
31, 2020
3,749,675
1,340,544
16,773
Foreign
exchange
movement
(204,341)
(27,750)
-
(232,091)
New lease
-
-
543
543
5,106,992
Long-term borrowings
Short-term borrowings
Lease liabilities
Total liabilities from financing
activities
January 1,
2019
$ 4,297,181
1,172,640
22,681
$
5,492,502
Cash flows
473,296
(125,775)
(6,985)
340,536
Non-cash changes
New lease
-
-
8,166
8,166
December
31, 2019
4,645,586
984,730
23,862
Foreign
exchange
movement
(124,891)
(62,135)
-
(187,026)
5,654,178

(7) Related-party transactions:

Key management personnel compensation comprised:

Short-term employee benefits
Post-employment benefits
2020
$ 50,250
6,422
$
56,672
2019
49,637
455
50,092

(Continued)

-198-

54

SESODA CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(8) Pledged assets:

Pledged assets Object
Guarantees for long-term and short-
term borrowings
Guarantees for long-term and short-
term borrowings
Guarantees for long-term borrowings
December 31,
2020
$ 678,737
12,520
7,262,496
$
7,953,753
December 31,
2019
Property, plant and equipment
�Land
�Buildings
�Vessels
678,737
10,623
7,993,610
8,682,970

(9) Significant commitments and contingencies:

The Group entered into contracts with domestic and foreign vendors to purchase property, plant and equipment as follows:

Total contract value
Cumulative payments
December 31,
2020
$
172,227
$
104,218
December 31,
2019
171,287
73,404

(10) Losses Due to Major Disasters:None

(11) Subsequent Events:None

(12) Other:

A summary of employee benefits, depreciation, and amortization, by function, is as follows:

By funtion
By item
2020 2020 2020 2019 2019 2019
Operating
cost
Operating
Expense
Total Operating
cost
Operating
Expense
Total
Employee benefits
Salary 422,400 62,735 485,135 421,976 70,036 492,012
Labor and health insurance 8,606 4,562 13,168 8,180 4,837 13,017
Pension 3,376 4,299 7,675 3,304 2,403 5,707
Remuneration of directors - 23,480 23,480 - 21,419 21,419
Others 34,290 2,105 36,395 34,985 2,348 37,333
Depreciation 452,146 22,394 474,540 442,246 21,896 464,142
Depletion - - - - - -
Amortization - - - - - -

(Continued)

-199-

55

SESODA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(13) Other disclosures:

  • (a) Information on significant transactions:None

The following were the information on significant transactions required by the Regulations for the Group for the year ended December 31, 2020:

  • (i) Loans to other parties: None.

  • (ii) Guarantees and endorsements for other parties: Please refer to schedule A.

  • (iii) Securities held as of December 31, 2020 (excluding investment in subsidiaries, associates and joint ventures): Please refer to schedule B.

  • (iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20% of the capital stock: None.

  • (v) Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None.

  • (vi) Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None.

  • (vii) Related-party transactions for purchases and sales with amounts exceeding the lower of NT$300 million or 20% of the capital stock:None

  • (viii) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the capital stock: None.

  • (ix) Trading in derivative instruments: None.

  • (x) Business relationships and significant intercompany transactions: Please refer to schedule C.

  • (b) Information on investees: Please refer to schedule D.

  • (c) Information on investment in mainland China: None.

  • (d) Major shareholders:

Major shareholders:
Shareholding
Shareholder's Name
Shares Percentage
Jian-Kai Property Management Co., Ltd. 16,808,755 %
7.35
Zhengbang Investment Co., Ltd. 14,758,338 %
6.46
Chu Ying-Piao 11,605,549 %
5.08

(Continued)

-200-

56

SESODA CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(14) Segment information:

The Group's operating segment information and reconciliation were as follows:

Revenue:
Revenue from external custome
Intersegment revenues
Interest revenue
Total revenue
Interest expenses
Depreciation and amortization
Reportable segment profit or loss
Revenue::
Revenue from external custome
Intersegment revenues
Interest revenue
Total revenue
Interest expenses
Depreciation and amortization
Reportable segment profit or loss
2020 Total
4,034,992
-
3,107
rs
rs
Chemical products
Oversea
sales
Domestic
sales
$ 1,633,463
1,033,559
-
-
105
67
$
1,633,568
1,033,626
$
2,454
1,556
$
61,564
20,697
$
82,090
(12,842)
Chartering
1,303,998
-
2,549
1,306,547
88,706
383,457
101,088
Feright
income
91
15,290
36
15,417
-
914
3,715
2019
Catering
63,774
368
2
64,144
273
7,908
536
Others
107
-
348
455
11,868
-
13,686
Reconciliation
and elimination
(note)
-
(15,658)
-
(15,658)
-
-
-
Oversea
sales
$ 1,633,463
-
105
$
1,633,568
$
2,454
$
61,564
$
82,090
4,038,099
104,857
474,540
188,273
Chartering
1,533,551
-
6,610
1,540,161
174,168
383,793
231,889
Feright
income
-
17,980
121
18,101
-
432
3,995
Catering
52,420
469
40
52,929
271
6,452
(1,505)
Others
-
-
703
703
19,387
4
36,213
Reconciliation
and elimination
(note)
-
(18,449)
-
(18,449)
-
-
-
Total
4,343,168
-
7,745
Oversea
sales
$ 1,502,436
-
148
$
1,502,584
$
2,577
$
54,615
$
82,128
4,350,913
198,556
464,142
322,389

Note: For the years ended December 31, 2020 and 2019, the reportable segement should eliminate

intersegment revenues by $15,658 thousand and $18,449 thousand, respectively.

The Group's information

  • (i) Product and service information

Revenue from external customers of the Group was as follows:

Pure soda ash
Potassium sulfate
Chartering
Catering
Others
2020
$ 512,209
1,716,028
1,303,998
63,774
438,983
$
4,034,992
2019
754,022
1,552,166
1,533,551
52,420
451,009
4,343,168

(Continued)

-201-

57

SESODA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Geographic information

In presenting information on the basis of geography, segment revenue is based on the geographical location of customers and segment assets are based on the geographical location of the assets.

Revenue from external customers was as follows:

Geographical information 2020
$ 1,097,531
45,551
312,123
237,999
475,204
407,626
182,021
182,665
1,094,272
$
4,034,992
2019
Taiwan
United States America
Japan
Australia
Singapore
Denmark
India
Pakistan
Other
Total
1,307,181
51,997
249,990
219,420
511,415
506,420
134,835
130,015
1,231,895
4,343,168

Non-current assets:

Geographical information December 31,
2020
$ 2,008,328
7,303,263
$
9,311,591
December 31,
2019
Taiwan
Panama
Total
1,999,905
8,001,082
10,000,987
  • (iii) Major customers

The Group had no major customer who constituted 10% or more of revenue.

-202-

Endorsements/
guarantees to
the companies in
mainland China
Endorsements/
guarantees to
the companies in
mainland China
N N N N N N N N N N N N N N Note 1: Company numbering as follows:
The Company�0
Note 2: Relationship with the Company:
1. For entities the guarantor has business transaction with.
2. For entities in which the guarantor, directly or indirectly, owned more than 50% of their shares.
Note 3: The Company's operating procedures of guarantee were as follows:
The guarantees and endorsements limit provided by The Company to other parties should not exceed 300% of its equity based on the most recent audited or reviewed financial statements by a
certified accountant. The individual guarantee amount should not exceed 100% of its equity based on the most recent audited or reviewed financial statements by a certified accountant.
Subsidiary
endorsements/
guarantees to
parent company
N N N N N N N N N N N N N N
Parent company
endorsements/
guarantees to
subsidiary
Y Y Y Y Y Y Y Y Y Y Y Y Y Y
Maximum amount
for guarantees
and endorsements
17,388,231 17,388,231 17,388,231 17,388,231 17,388,231 17,388,231 17,388,231 17,388,231 17,388,231 17,388,231 17,388,231 17,388,231 17,388,231 17,388,231
Ratio of accumulated amounts
of guarantees
and endorsements to
net worth of the latest
financial statements
55.03% 2.21% 1.82% 0.00% 3.72% 5.97% 5.22% 6.15% 6.62% 6.39% 7.86% 7.25% 7.96% 7.55%
Property pledged
for guarantees and
endorsements
(Amount)
- - - - - - - - - - - - - -
Actual usage
amount
720,544 - - - 215,474 345,889 302,770 356,712 383,631 370,226 455,680 420,402 461,376 437,516
Balance of
guarantees
and endorsements as
of reporting date
3,189,760 128,160 105,376 - 215,474 345,889 302,770 356,712 383,631 370,226 455,680 420,402 461,376 437,516 7,172,972
Highest balance of
guarantees and
endorsements
during the period
3,189,760 604,912 628,784 521,056 546,195 464,943 465,850 505,175 497,310 498,218 499,125 514,250 520,300 520,300 9437821
Limitation on
amount of
guarantees and
endorsements
for a specific
enterprise
(Note 3)
5,796,077 5,796,077 5,796,077 5,796,077 5,796,077 5,796,077 5,796,077 5,796,077 5,796,077 5,796,077 5,796,077 5,796,077 5,796,077 5,796,077
Counter-party of guarantee
and endorsement
Relationship
with the
Company
(Note 2)
2 2 2 2 2 2 2 2 2 2 2 2 2 2
Name SSC SMTC SMGC SEHC SEBC SECC SEMC SEDC SEVC SEEC SEFC SERC SEGC SEPC
Name of
guarantor
The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company
Nunber
(Note 1)
0 0 0 0 0 0 0 0 0 0 0 0 0 0

-202-1-

Remark Schedule C Securities held as of December 31, 2020 (excluding investment in subsidiaries, associates and joint ventures): Account title
Amount
Credit term
Percentage of
consolidated sales
revenue and total
assets
1
SSC
SMGC�SEHC�
SEBC�SEAC�
SECC�SEMC�
SMTC�SEEC�
SEDC�SEVC�
SESC�SERC�
SEGC�SEFC�
SEPC
2
Other payables-related
parties
68,286
-
0.57%
Note 1: Company numbering as follows:
1. 0 represents the parent company
2. Subsidiary company number starts with Arabic numeral 1
Note 2: Relationship of the counterparties:
1.Parent company to subsidiary.
2.Transactions are between subsidiaries.
Note 3: The section only disclosed the information of the account balance more than 0.5% of total consolidated assets .
Note 4: The aforementioned inter-company transactions have been eliminated in the consolidated financial statements.
Nunber
(Note 1)
Company Name
Related Party
Relationship (Note 2)
Account title
Amount
Credit term
Percentage of
consolidated sales
revenue and total
assets
1
SSC
SMGC�SEHC�
SEBC�SEAC�
SECC�SEMC�
SMTC�SEEC�
SEDC�SEVC�
SESC�SERC�
SEGC�SEFC�
SEPC
2
Other payables-related
parties
68,286
-
0.57%
Note 1: Company numbering as follows:
1. 0 represents the parent company
2. Subsidiary company number starts with Arabic numeral 1
Note 2: Relationship of the counterparties:
1.Parent company to subsidiary.
2.Transactions are between subsidiaries.
Note 3: The section only disclosed the information of the account balance more than 0.5% of total consolidated assets .
Note 4: The aforementioned inter-company transactions have been eliminated in the consolidated financial statements.
Nunber
(Note 1)
Company Name
Related Party
Relationship (Note 2)
Mid-term
Maximum
shareholding
10,000
426,166
126,566
1,000,000
-
82,382
78,000
15,675,000
18,070
2
Ending balance Fair value 2,970 3,498
2,073
-
130,384
1,113
-
137,068 44,059
247
-
44,306 181,374 Transaction Percentage of
consolidated sales
revenue and total
assets
0.57%
Percentage of
ownership
-
1.00%
0.63%
2.22%
15.00%
0.09%
0.44%
23.64%
0.02%
-
Credit term -
Carrying value
2,970 3,498
2,073
-
130,384
1,113
-
137,068 44,059
247
-
44,306 181,374 Amount 68,286
Shares/ Units 10,000
426,166
126,566
1,000,000
-
82,382
78,000
15,675,000
18,070
2
Account title Other payables-related
parties
Account title ��������������������������������������������������������
��������������������������������������������������������������������
"
"
"
"
��������������������������������������������������������
��������������������������������������������������������������������
"
��������������������������������������������������������
Relationship (Note 2) 2
Relationship
with the company








Related Party SMGC�SEHC�
SEBC�SEAC�
SECC�SEMC�
SMTC�SEEC�
SEDC�SEVC�
SESC�SERC�
SEGC�SEFC�
SEPC
Category and
name of security

Open-end Funds :
Schroder Maturity Asian Emerging Bond Fund
Stock :
���������������������������
���������������������������
COM2B
Qingdao Soda Ash Industrial Potassic Fertilizer Technology Co., Ltd.
StemCyte International, Ltd.
Others
Subtotal
Hebei Oxen New Materials Co., Ltd.
StemCyte International, Ltd.
Others
Subtotal
Total
Company Name SSC
Name of
holder
SSC
The Company
"
"
"
"
"
SIL
"
"
Nunber
(Note 1)
1

-202-2-

Remark Remark Subsidiary
Subsidiary
Subsidiary
Associate
Subsidiary
Subsidiary
Associate
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Associate
Subsidiary
Subsidiary
Subsidiary
Associate
Subsidiary
Subsidiary
Associate
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Associate
Subsidiary
Subsidiary
Subsidiary
Associate
Subsidiary
Subsidiary
Associate
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Associate
Subsidiary
Subsidiary
Subsidiary
Associate
Subsidiary
Subsidiary
Associate
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Associate
Subsidiary
Subsidiary
Subsidiary
Associate
Subsidiary
Subsidiary
Associate
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Associate
Subsidiary
Subsidiary
Subsidiary
Associate
Subsidiary
Subsidiary
Associate
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Associate
Subsidiary
Subsidiary
Subsidiary
Associate
Subsidiary
Subsidiary
Associate
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Associate
Investment
income (losses)
86,597
2,399
(30)
16,449
253
(2,298)
(1,259)
102,111 8,126
(29)
(16,576)
(35,151)
(9,400)
3,233
(2,587)
5,409
14,930
18,914
28,395
23,051
7,258
(36)
27,126
37,690
(88)
110,265 (37) 2,985
-
2,985
Net income
(losses)
of investee
86,597
2,399
(59)
55,784
253
(2,298)
(10,894)
8,126
(59)
(16,576)
(35,151)
(9,400)
3,233
(2,587)
5,409
14,930
18,914
28,395
23,051
7,258
(36)
27,126
37,690
(88)
(37)
2,985
-
Mid-term
Maximum
shareholding
10
3,200,000
880
9,516,297
2,100,000
600,000
2,500,000
10
880
11
10
11
10
10
10
10
10
10
10
10
10
10
10
-
-
12,000
587,000
The ending balance at this period Carrying
value
3,372,541
39,066
(11,594)
498,351
18,280
3,735
-
3,920,379 184,260
51,893
252,953
354,029
368,568
365,795
209,618
229,877
250,801
259,098
268,059
286,812
254,215
234,065
286,282
284,885
191
4,141,401 (19) 19,881
5,870
25,751
Percentage
of
ownership
100.00%
100.00%
50.00%
34.89%
100.00%
100.00%
25.00%
100.00%
50.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
48.92%
Shares
10
3,200,000
880
9,316,297
2,100,000
600,000
2,500,000
10
880
11
10
11
10
10
10
10
10
10
10
10
10
10
10
-
-
12,000
587,000
Original investment amount The ending balance
at the beginning
1,696,437
38,023
21,145
99,227
89,787
10,000
25,000
1,979,619 620
USD
2,792
USD
10,581
USD
9,546
USD
15,490
USD
8,420
USD
7,951
USD
7,104
USD
7,608
USD
8,451
USD
7,761
USD
8,615
USD
8,828
USD
7,994
USD
8,311
USD
8,119
USD
27
USD
128,218
USD
3
USD
20,381
5,870
26,251
The ending balance
at this year
1,696,437
38,023
21,145
97,142
89,787
15,000
25,000
1,982,534 20
USD
2,792
USD
14,981
USD
11,116
USD
20,690
USD
8,920
USD
7,501
USD
7,504
USD
7,608
USD
8,451
USD
7,761
USD
8,615
USD
8,828
USD
7,994
USD
8,311
USD
8,119
USD
34
USD
139,245
USD
4
USD
20,381
5,870
26,251
������������������������� Ship operation and chartering
General trade and investments
Holding company
Manufacturing of thin film filter components required for optical communication
Wholesale of foods and groceries, sales of drinks, operation of restaurant
Electronics components manufacturing, data storage media manufacturing and duplicating, general investments
Ship operation and chartering
Holding company
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Holding company
Holding company
Automobile cargo transportation business
Basic chemical industrial�other chemical materials manufacturing and other chemical products manufacturing
Location Panama
Taipei
BVI
Yilan
Taipei
Taipei
Panama
BVI
Panama
Panama
Panama
Panama
Panama
Panama
Panama
Panama
Panama
Panama
Panama
Panama
Panama
Panama
�������������
Panama
Yilan
Chiayi
Name of investee SSC
East Tender Trading Co., Ltd.
SIL
East Tender Optoelectronics Co., Ltd.
Yukari Group Co., Ltd.
E-Teq Venture Co., Ltd.
Other
SESC
SIL
SMGC
SEHC
SMTC
SEBC
SEAC
SEMC
SECC
SEEC
SEFC
SERC
SEDC
SEVC
SEGC
SEPC
SSMHC
SEJC
Zai Feng Auto Transportation Co., Ltd.
Hing Dian Industrial Co., Ltd.
Name of investor The Company
"
"
"
"
"
"
SSC
"
"
"
"
"
"
"
"
"
"
"
"
"
"
"
"
SSMHC
East Tender Trading Co., Ltd.
"

-202-3-

V. The Company’s Individual Financial Report of the Most Recent Year Audited and Certified by CPAs

-203-

3

==> picture [160 x 19] intentionally omitted <==

KPMG

���110615���5�7�68�(��101��) Telephone �� + 886 2 8101 6666 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, Fax �� + 886 2 8101 6667 Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) Internet �� home.kpmg/tw

Independent Auditors' Report

To the Board of Directors of SESODA CORPORATION:

Opinion

We have audited the financial statements of SESODA CORPORATION(“the Company”), which comprise the balance sheets as of December 31, 2020 and 2019, the statements of comprehensive income, changes in equity and cash flows for the years then ended and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

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

Key Audit Matters

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

  1. Revenue recognition

Please refer to note 4(m) and note 6(n) for disclosures related to revenue recognition.

Description of key audit matter:

Revenue is the key indicator used by investors and management while evaluating the Company's finance and operating performance. In addition, since the Company is a listed company, there are risks of material misstatement due to revenue recognition. The accuracy of the timing and amount of revenue recognized have a significant impact on the financial statements. Therefore, we consider it as one of our key audit matters.

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How the matter was addressed in our audit:

Testing the effectiveness of design and implementing the internal control of sales and collecting cycle; reviewing the revenue recognition of significant sales contracts to determine whether the accounting treatment key judgment and estimation are appropriate; analyzing the changes in the top 10 customers from the previous year to the most recent period, as well as the changes in the price and quantity of each category of product line to determine whether if there are any significant misstatements; selecting sales transactions from a period of time before and after the balance sheet date, and verifying the vouchers to determine the accuracy of the timing and amounts of revenue recognized; understanding whether if there is a significant subsequent sales return or discount; and reviewing whether the disclosure of revenue made by the management is appropriate.

  1. Impairment of investments accounted for using equity method

Please refer to note 4(l), note 5, and note 6(e) for the disclosures related to impairment on investments accounted for using equity method.

Description of key audit matter:

Some subsidiaries accounted for using equity method are subject to impairment test when there are indications that vessels may have been impaired. Also, the impairment assessment is measured using the future cash flow of present discount value. Because the impairment assessment involved significant uncertainty and management's judgment. Therefore, we consider it one of our key audit matters.

How the matter was addressed in our audit:

In relation to the key audit matter above, we have performed certain audit procedures including, understanding the financial reporting process; evaluating the judgement made by the management in measuring the recoverable amount and the historical reasonableness of the management's estimates on business forecasts; verifying the key assumptions used by management to formulate future cash flow forecasts and calculate the recoverable amount; as well as performing a sensitivity analysis of key assumptions, and reviewing whether the relevant information has been properly disclosed.

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

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

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3-2

Auditors' Responsibilities for the Audit of the Financial Statements

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

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

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

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

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

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

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

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

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

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3-3

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

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

The engagement partners on the audit resulting in this independent auditors' report are Ming-Hung Huang and Po-Shu Huang.

KPMG

Taipei, Taiwan (Republic of China) March 29, 2021

Notes to Readers

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

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

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December 31, 2019 Amount
%
430,100
6
188,405
3
145,867
2
4,719
-
-
-
3,204
-
13,910
-
786,205
11
786,205
11
-
-
434,722
6
2,168
-
436,890
6
1,223,095
17
2,115,203
30
17,420
-
938,804
13
131,930
2
131,930
2
2,760,702
39
3,831,436
54
(68,465)
(1)
36,634
-
(31,831)
(1)
(31,831)
(1)
5,932,228
83
5,932,228
83
7,155,323
100
7,155,323
100
December 31, 2020 Amount
%
$ 620,000
9
269,219
3
105,304
2
3,702
-
5,897
-
2,305
-
4,086
-
1,010,513
14
242
-
433,929
6
-
-
434,171
6
1,444,684
20
2,284,419
32
102,594
1
966,494
13
163,741
2
2,537,958
35
3,668,193
50
(242,652)
(3)
(16,477)
-
(259,129)
(3)
5,796,077
80
$
7,240,761
100
SESODA CORPORATION Balance Sheets December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars) December 31, 2020
December 31, 2019
Assets
Amount
%
Amount
%
Liabilities and Equity
Current assets:
Current liabilities:
Cash and cash equivalents (note 6 (a))
$ 346,334
5
125,285
2
2100
Short-term borrowings (notes 6(h) and 8)
Notes receivable, net (note 6(c))
79,949
1
153,218
2
2170
Accounts payable
Accounts receivable, net (note 6(c))
353,483
5
428,763
6
2200
Other payables (note 6(o))
Other receivables from related parties (note 7)
13,961
-
7,565
-
2220
Other payables to related parties (note 7)
Current tax assets
108
-
111
-
2230
Current tax liabilities
Inventories (note 6(d))
312,112
4
421,895
6
2280
Lease liabilities-current (note 6(i))
Other current financial assets (note 6(b))
16,280
-
23,723
-
2399
Other current liabilities
Other current assets
50,303
1
57,460
1
Total current liabilities
Total current assets
1,172,530
16
1,218,020
17
Non-Current liabilities:
Non-current assets:
2645
Guarantee deposits received
Non-current financial assets at fair value through other comprehensive
2570
Deferred tax liabilities (note 6(k))
income (note 6(b))
137,068
2
87,591
1
2580
Lease liabilities-non-current (note 6(i))
Prepayments for investments (note 6(b))
-
-
351
-
Total non-current liabilities
Investments accounted for using equity method (note 6(e))
3,920,379
54
3,860,960
54
Total liabilities
Property, plant and equipment (notes 6(f), 8 and 9)
1,974,870
28
1,956,695
28
Equity (notes 6(b), (e), (j), (k) and (l)):
Right-of-use assets (note 6(g))
2,268
-
5,328
-
3100
Common stock
Deferred tax assets (note 6(k))
1,003
-
2,212
-
3200
Capital surplus
Prepayments for business facilities (note 9)
240
-
-
-
Retained earnings:
Refundable deposits
5,894
-
7,597
-
3310
Legal reserve
Net defined benefit asset (note 6(j))
26,509
-
16,569
-
3320
Special reserve
Total non-current assets
6,068,231
84
5,937,303
83
3350
Unappropriated retained earnings
Other equity interest: 3410
Exchange differences on translation of foreign financial statements
3420
Unrealised gains (losses) from financial assets measured at fair value
through other comprehensive income Total equity Total assets
$
7,240,761
100
7,155,323
100
Total liabilities and equity
1100 1150 1170 1210 1220 130X 1476 1470 1517 1422 1550 1600 1755 1840 1915 1920 1975

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5

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) SESODA CORPORATION

Statements of Comprehensive Income

For the years ended December 31, 2020 and 2019

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

4110
Operating revenue (note 6(n))
5111
Operating cost (notes 6(d), (f), (j) and 7)
Gross profit from operations
6000
Operating expenses (notes 6(c), (f), (g), (i), (j), (o) and 7):
6100
Selling expenses
6200
Administrative expenses
6450
Expected credit loss
Total operating expenses
6900
Net operating income
7000
Non-operating income and expenses (notes 6(e), (f), (i), (p) and 7):
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of gains of subsidiaries and associates accounted for using equity method
Total non-operating income and expenses
7900
Income before tax
7950
Less: Income tax expenses (note 6(k))
Net income
8300
Other comprehensive income (notes 6(e), (j), (k) and (l)):
8310
Components of other comprehensive income that will not be reclassified to profit or loss
8311
Remeasurements of defined benefit plans
8316
Unrealized gains or losses from financial assets measured at fair value through other
comprehensive income
8330
Share of other comprehensive income of subsidiaries and associates accounted for using equity
method, components of other comprehensive income that will not be reclassified to profit or
loss
8349
Income tax related to components of other comprehensive income that will not be reclassified to
profit or loss
Components of other comprehensive income that will not be reclassified to profit or
loss
8360
Components of other comprehensive income that will be reclassified to profit or loss
8361
Exchange differences on translation of foreign financial statements
8380
Share of other comprehensive income of subsidiaries and associates accounted for using equity
method, components of other comprehensive income that will be reclassified to profit or loss
8399
Income tax related to components of other comprehensive income that will be reclassified to
profit or loss
Components of other comprehensive income that will be reclassified to profit or loss
8300
Other comprehensive income
8500
Total comprehensive income
9750
Basic earnings per share (note 6(m)) (expressed in New Taiwan dollars)
9850
Diluted earnings per share (note 6(m))(expressed in New Taiwan dollars)
2020
Amount
%
$ 2,667,022
100
2,150,161
81
516,861
19
335,721
13
111,892
4
-
-
447,613
17
69,248
2
172
-
6,247
-
13,679
1
(4,010)
-
102,111
4
118,199
5
187,447
7
13,318
-
174,129
7
3,174
-
(54,147)
(2)
(443)
-

635
-
(52,051)
(2)
(174,105)
(7)
(82)
-
-
-
(174,187)
(7)
(226,238)
(9)
$
(52,109)
(2)
$
0.76
$
0.76
2019
Amount
%
2,757,197
100
2,282,399
83
474,798
17
302,756
11
118,942
4
1,303
-
423,001
15
51,797
2
271
-
2,034
-
28,621
1
(4,730)
-
242,672
9
268,868
10
320,665
12
46,024
2
274,641
10
7,818
-
35,515
1
(321)
-
1,564
-
41,448
1
(84,834)
(3)
(348)
-
-
-
(85,182)
(3)
(43,734)
(2)
230,907
8
1.20
1.20

See accompanying notes to parent company only financial statements.

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(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
SESODA CORPORATION
Statements of Changes in Equity
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
Total other equity interest
Retained earnings
Unrealized gains
Common stock
Capital
surplus
Legal
reserve
Special
reserve
Unappropriated
retained
earnings
Total retained
earnings
Exchange
differences on
translation of
foreign financial
statements
(losses) on
financial assets
measured at fair
value through
other
comprehensive
income
Total other
equity interest
Total equity
Balance at January 1, 2019
$ 2,014,479
15,924
903,685
215,821
2,636,494
3,756,000
16,717
(2,571)
14,146
5,800,549
Appropriation and distribution of retained earnings:
Legal reserve
-
-
35,119
-
(35,119)
-
-
-
-
-
Cash dividends
-
-
-
-
(100,724)
(100,724)
-
-
-
(100,724)
Stock dividends
100,724
-
-
-
(100,724)
(100,724)
-
-
-
-
Special reserve
-
-
-
(83,891)
83,891
-
-
-
-
-
Net income
-
-
-
-
274,641
274,641
-
-
-
274,641
Other comprehensive income
-
-
-
-
5,933
5,933
(85,182)
35,515
(49,667)
(43,734)
Total comprehensive income
-
-
-
-
280,574
280,574
(85,182)
35,515
(49,667)
230,907
Changes in associates accounted for using equity method
-
13
-
-
-
-
-
-
-
13
Disposal of investments in equity instruments designated at fair value through other comprehensive income
-
-
-
-
(3,690)
(3,690)
-
3,690
3,690
-
Changes in capital surplus
-
1,483
-
-
-
-
-
-
-
1,483
Balance at December 31, 2019
2,115,203
17,420
938,804
131,930
2,760,702
3,831,436
(68,465)
36,634
(31,831)
5,932,228
Appropriation and distribution of retained earnings:
Legal reserve
-
-
27,690
-
(27,690)
-
-
-
-
-
Special reserve
-
-
-
31,831
(31,831)
-
-
-
-
-
Cash dividends
-
-
-
-
(169,216)
(169,216)
-
-
-
(169,216)
Stock dividends
169,216
-
-
-
(169,216)
(169,216)
-
-
-
-
Special reserve
-
-
-
(20)
20
-
-
-
-
-
Net income
-
-
-
-
174,129
174,129
-
-
-
174,129
Other comprehensive income
-
-
-
-
2,096
2,096
(174,187)
(54,147)
(228,334)
(226,238)
Total comprehensive income
-
-
-
-
176,225
176,225
(174,187)
(54,147)
(228,334)
(52,109)
Changes in capital surplus
-
504
-
-
-
-
-
-
-
504
Disposal of investments in equity instruments designated at fair value through other comprehensive income
-
-
-
-
(1,036)
(1,036)
-
1,036
1,036
-
Changes in associates accounted for using equity method
-
84,670
-
-
-
-
-
-
-
84,670
Balance at December 31, 2020
$
2,284,419
102,594
966,494
163,741
2,537,958
3,668,193
(242,652)
(16,477)
(259,129)
5,796,077
5,800,549
-
(100,724)
-
-
274,641
(43,734)
230,907 13
-
1,483
5,932,228
-
-
(169,216)
-
-
174,129
(226,238)
(52,109) 504
-
84,670
5,796,077

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7

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) SESODA CORPORATION

Statements of Cash Flows

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:
Profit before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Expected credit loss
Net gain on financial assets at fair value through profit or loss
Interest expense
Interest income
Dividend income
Share of profit of subsidiaries and associates accounted for using equity method
Gain on disposal of property, plant and equipment
Property, plant and equipment transferred to expenses
Gain on disposal of investments accounted for using equity method
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Decrease in financial assets at fair value through profit or loss
Decrease in notes receivable
Decrease (increase) in accounts receivable
Increase in accounts receivable from related parties
Decrease (increase) in inventories
Decrease (increase) in other current assets
Decrease (increase) in other current financial assets
Increase in net defined benefit assets
Increase (decrease) in accounts payable
Increase (decrease) in other payables
Decrease in other payables to related parties
Decrease in other current liabilities
Total adjustments
Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash flows from (used in) operating activities
Cash flows from (used in) investing activities:
Proceeds from disposal of financial assets at fair value through other comprehensive income
Acquisition of investments accounted for using equity method
Proceeds from disposal of investments accounted for using equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease in refundable deposits
Net cash used in investing activities
Cash flows from (used in) financing activities:
Increase in short-term loans
Decrease in short-term loans
Increase in guarantee deposits received
Payment of lease liabilities
Cash dividends paid
Other financing activities
Net cash flows from (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

See accompanying notes to parent company only financial statements.

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8

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) SESODA CORPORATION

Notes to the Financial Statements

For the years ended December 31, 2020 and 2019

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

(1) Company history

SESODA CORPORATION, formerly called SOUTH EAST SODA MANUFACTURING CO., LTD., (hereinafter referred to as the “Company”) was incorporated on March 2, 1957 as a corporation limited by shares under the Company Act of the Republic of China (R.O.C.). The major business activities of the Company are the manufacturing and sales of pure soda ash, sodium bicarbonate, hydrochloric acid, ammonium bicarbonate power and potassium sulfate.

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

These financial statements were authorized for issue by the Board of Directors as of March 29, 2021.

(3) New standards, amendments and interpretations adopted:

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

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

  • �Amendments to IFRS 3 “Definition of a Business”

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

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

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

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

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

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

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

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

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

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

(Continued)

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9

SESODA CORPORATION Notes to the Financial Statements

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

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

  • �Amendments to IAS 16 “Property, Plant and Equipment Proceeds before Intended Use”

  • �Amendments to IAS 37 “Onerous Contracts Cost of Fulfilling a Contract”

  • �Annual Improvements to IFRS Standards 2018-2020

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

  • �Amendments to IAS 1 “Disclosure of Accounting Policies”

  • �Amendments to IAS 8 “Definition of Accounting Estimates”

(4) Summary of significant accounting policies:

The significant accounting policies presented in the parent company financial statements are summarized below. The following accounting policies were applied consistently throughout the periods presented in the parent company only financial statements.

(a) Statement of compliance

The parent company financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to as “the Regulations”).

  • (b) Basis of preparation

  • (i) Basis of measurement

Except for the following significant accounts, the financial statements have been prepared on a historical cost basis:

  • 1) Financial instruments at fair value through profit or loss are measured at fair value;

  • 2) Financial assets at fair value through other comprehensive income are measured at fair value;

  • 3) The net defined benefit assets are measured at fair value of the plan assets less the present value of the defined benefit obligation, limited as explained in note 4(n).

  • (ii) Functional and presentation currency

The functional currency of Company is determined based on the primary economic environment in which the Company operates. The parent company only financial statements are presented in New Taiwan Dollar (NTD), which is the Company's functional currency. All financial information presented in NTD has been rounded to the nearest thousand.

(Continued)

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10

SESODA CORPORATION Notes to the Financial Statements

(c) Foreign currencies

(i) Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currency of the Company at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currency using the exchange rate at that date.

Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currency using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.

Exchange differences are generally recognized in profit or loss, except for an investment in equity securities designated as at fair value through other comprehensive income which is recognized in other comprehensive income.

(ii) Foreign operations

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

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

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

(d) Classification of current and non-current assets and liabilities

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

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

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

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

(Continued)

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11

SESODA CORPORATION

Notes to the Financial Statements

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

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

An entity shall classify a liability as current when:

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

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

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

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

  • (e) Cash and cash equivalents

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

(f) Financial assets

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

(i) Financial assets

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

On initial recognition, a financial asset is classified as measured at: amortized cost; fair value through other comprehensive income (FVOCI) –equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

(Continued)

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12

SESODA CORPORATION Notes to the Financial Statements

  • 1) Financial assets measured at amortized cost

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

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

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

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

  • 2) Fair value through other comprehensive income (FVOCI )

On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment's fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.

Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.

Dividend income is recognized in profit or loss on the date on which the Company's right to receive payment is established.

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

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

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

(Continued)

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13

SESODA CORPORATION Notes to the Financial Statements

  • 4) Impairment of financial assets

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

  • �Cash in bank, other receivable, other financial assets and refundable deposits for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

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

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

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

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

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

The Company holds time deposits for domestic financial institutions, it is considered to be low credit risk.

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

At each reporting date, the Company assesses whether financial assets carried at amortized cost is credit-impaired. A financial asset is ‘credit-impaired' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

(Continued)

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14

SESODA CORPORATION

Notes to the Financial Statements

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

The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company's procedures for recovery of amounts due.

  • 5) Derecognition of financial assets

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

(ii) Financial liabilities

  • 1) Other financial liabilities

Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

2) Derecognition of financial liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

On derecognition of a financial liability, the difference between the carrying amount of a financial liability extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

  • 3) Offsetting of financial assets and liabilities

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

(Continued)

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15

SESODA CORPORATION Notes to the Financial Statements

(g) Inventories

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

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

(h) Investment in associates

Associates are those entities in which the Company has significant influence, but not control or joint control, over their financial and operating policies.

Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The carrying amount of the investment in associates includes goodwill arising from the acquisition less any accumulated impairment losses.

The parent company only financial statements include the Company's share of the profit or loss and other comprehensive income of those associates, after adjustments to align the accounting policies with those of the Company, from the date on which significant influence commences until the date on which significant influence ceases. The Company recognizes any changes of its proportionate share in the investee within capital surplus, when an associate's equity changes due to reasons other than profit and loss or comprehensive income, which did not result in changes in actual significant influence.

Unrealized gains and losses resulting from transactions between the Company and an associate are recognized only to the extent of unrelated Company's interests in the associate.

When the Company's share of losses of an associate equals or exceeds its interest in associates, it discontinues recognizing its share of further losses. After the recognized interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate.

When the Company subscribes to additional shares in an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Company's proportionate interest in the net assets of the associate. The Company records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus. Moreover, a difference shall be debited to retained earnings when the balance of capital surplus resulting from investments accounted for using equity method is not sufficient to be written off. If the Company's ownership interest is reduced due to the additional subscription to the shares of associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate shall be reclassified to profit or loss on the same basis as would be required if the associate or jointly controlled entity had directly disposed of the related assets or liabilities.

(Continued)

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16

SESODA CORPORATION Notes to the Financial Statements

(i) Investment in subsidiaries

When preparing the parent company only financial statements, the investments in subsidiaries, which are controlled by the Company, are accounted for using the equity method. Under the equity method, the profit or loss for the period and other comprehensive income presented in the parent company only financial statements should be the same as the allocations of profit or loss for the period and of other comprehensive income attributable to the owners of the parent presented in the financial statements prepared on a consolidated basis; and the owners' equity presented in the parent company only financial statements should be the same as the equity attributable to the owners of the parent presented in the financial statements prepared on a consolidated basis. The Company also recognized its shares in the changes in its equity of subsidiaries.

Changes in a parent's ownership interest in a subsidiary that do not result in the loss of control are accounted for within equity.

  • (j) Property, plant and equipment

  • (i) Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

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

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

  • (ii) Subsequent cost

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

  • (iii) Depreciation

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

Land is not depreciated.

The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:

1) Buildings 5�50 years
2) Machinery and equipment 5�15 years
3) Transportation equipment 3�5 years
4) Other equipment 2�15 years

(Continued)

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17

SESODA CORPORATION Notes to the Financial Statements

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

(k) Leases

  • (i) Identifying a lease

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

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

  • 2) the Company has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and

  • 3) the Company has the right to direct the use of the asset throughout the period of use only if either:

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

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

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

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

At inception or on reassessment of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of their relative stand alone prices.

  • (ii) As a leasee

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

(Continued)

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18

SESODA CORPORATION Notes to the Financial Statements

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

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Company's incremental borrowing rate.

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

  • fixed payments, including in-substance fixed payments;

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

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

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

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

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

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

  • there is a change in the assessment on whether it will have the option to exercise a purchase;, or

  • there is a change in the assessment on lease term as to whether it will be extended or terminated; or

  • there is any lease modifications

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

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

(Continued)

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19

SESODA CORPORATION

Notes to the Financial Statements

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

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

  • (iii) As a leasor

When the Company acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Company makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

If an arrangement contains lease and non-lease components, the Company applies IFRS15 to allocate the consideration in the contract.

(l) Impairment of non financial assets

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

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

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

An impairment loss is recognized in profit or loss if the carrying amount of an asset or CGU exceeds its recoverable amount.

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

(Continued)

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20

SESODA CORPORATION Notes to the Financial Statements

(m) Revenue

  • (i) Revenue from contracts with customers

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

1) Sale of goods

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

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

  • 2) Financing components

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

(n) Employee benefits

  • (i) Defined contribution plans

Obligations for contributions to defined contribution plans are recognized as expense as the related services is provided. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available.

(ii) Defined benefit plans

The Company's net obligation in respect of defined benefit plans is calculated separately for each the plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

(Continued)

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21

SESODA CORPORATION Notes to the Financial Statements

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Company, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity. The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

(iii) Short-term employee benefits

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

(o) Income taxes

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

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

Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes shall not be recognized for the below exceptions:

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

(Continued)

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22

SESODA CORPORATION Notes to the Financial Statements

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

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

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

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

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

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

  • 1) the same taxable entity; or

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

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

(p) Earnings per share

The Company discloses the Company's basic and diluted earnings per share attributable to common shareholders of the Company. Basic earnings per share are calculated as the profit attributable to common shareholders of the Company divided by the weighted average number of common shares outstanding. Diluted earnings per share are calculated as the profit attributable to common shareholders of the Company divided by the weighted average number of common shares outstanding after adjustment for the effects of all potentially dilutive common shares, such as employee compensation.

(q) Operating segments

The Company has disclosed information about operating segments in its consolidated financial statements. Hence no further information is disclosed in the parent company only financial statements.

(Continued)

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23

SESODA CORPORATION Notes to the Financial Statements

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

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

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

Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the parent company only financial statements is as follows:

  • (a) Judgment of whether the Company has substantive control over its investees

As of December 31, 2020 and 2019, the Company holds 34.89% and 40.88%, respectively, of the outstanding voting shares of EAST TENDER OPTOELECTRONICS CORPORATION (EOC), and is the single largest shareholder of the investee. Although the remaining shares are not concentrated within specific shareholders, the Company still failed to obtain more than half of the total number of directors’ seats of EOC, and it also failed to obtain more than half of the voting rights at a shareholders' meeting. Therefore, it is determined that the Company only has significant influence but not control over EOC.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year is as follows:

  • (a) Impairment of investments accounted for using equity method

The assessment of impairment of investments accounted for using equity method requires the Company to make subjective judgments to identify the cash-generating units and estimate the future cash flow and useful life of its related assets. Any changes in these estimates based on changed economic conditions or business strategies could result in significant adjustments in future years. Please refer to note 6(e) for further description.

(6) Explanation of significant accounts:

  • (a) Cash and cash equivalents
Petty Cash
Demand deposits
Time deposits
Cash and cash equivalents
December 31,
2020
$ 380
259,514
86,440
$
346,334
December 31,
2019
280
124,005
1,000
125,285

(Continued)

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24

SESODA CORPORATION

Notes to the Financial Statements

  • (b) Financial assets at fair value through other comprehensive income-non-current
Domestic unlisted companies stocks
Foreign unlisted companies stocks
Total
December 31,
2020
$ 5,571
131,497
$ 137,068
December 31,
2019
4,675
82,916
87,591
  • (i) Equity instruments at fair value through other comprehensive income

The Company held equity securities for long term strategic purposes (and not for trading purposes) which have been designated as measured at fair value through other comprehensive income.

In 2019, due to the liquidation of WI Harper Investment Company, the Company expected to receive the amounts of $3,959 thousand in cash and $351 thousand in stocks, to be recognized as other financial assets and prepayments for investments, respectively, wherein the liquidated loss of $3,690 thousand will be reclassified from other equity to retained earnings.

In 2020, the Company received the amount of $4,029 thousand in cash, resulting in the gain of $70 thousand to be reclassified from other equity to retained earnings.

  • (ii) For market risk, please refer to note 6(q).

(iii) The aforementioned financial assets were not pledged.

  • (c) Notes and accounts receivables
Notes receivables
Accounts receivables–measured as amortized cost
Less: Loss allowance
Subtotals
Total
December 31,
2020
$ 79,949
364,786
(11,303)
353,483
$
433,432
December 31,
2019
153,218
440,066
(11,303)
428,763
581,981

(Continued)

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25

SESODA CORPORATION Notes to the Financial Statements

The Company applies the simplified approach to provide for its loss allowance used for expected credit losses, which permit the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, notes and accounts receivable have been grouped based on shared credit risk characteristics and days past due, as well as incorporate forward looking information. The loss allowance provision were determined as follows:

Current
1 to 30 days past due
31 to 60 days past due
61 to 90 days past due
More than 90 days past due
Current
1 to 30 days past due
31 to 60 days past due
61 to 90 days past due
More than 90 days past due
December 31, 2020
Gross carrying
amount
$ 370,112
60,562
9,660
15
4,386
$
444,735
Weighted-average
expected credit
loss rate
%
0.33
%
6.95
%
14.95
%
82.57
100.00%
December 31, 2019
Loss allowance
provision
1,224
4,209
1,444
12
4,386
11,275
Weighted-average
expected credit
loss rate
%
0.17
%
5.12
%
16.92
%
83.94
%
100.00
Loss allowance
provision
905
933
6,872
92
2,501
11,303

The movements in the allowance for notes and accounts receivable were as follows:

Balance at January 1
Impairment losses recognized
Balance at December 31
For the years ended December 31, For the years ended December 31,
2020
$ 11,303
-
$
11,303
2019
10,000
1,303
11,303

As of December 31, 2020 and 2019, the notes and accounts receivable were not discounted and pledged. For other credit risk, please refer to note 6(q).

(Continued)

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26

SESODA CORPORATION

Notes to the Financial Statements

(d) Inventories

Merchandise
Finished goods
Raw materials
Fuel
Supplies
December 31,
2020
$ 98,737
76,595
120,079
2,262
14,439
$
312,112
December 31,
2019
115,973
141,167
148,485
3,115
13,155
421,895

Except for operating costs arising from the ordinary sale of inventories, other gains or losses directly recorded under operating cost were as follows:

Unallocated overheads
Loss on valuation of inventories
Losses (gains) on inventories count
2020
$ 29,983
275
(1,635)
$
28,623
2019
51,264
-
8
51,272

As of December 31, 2020 and 2019, the inventories were not pledged.

(e) Investments accounted for using equity method

A summary of the Company's financial information for investments accounted for using the equity method (including prepayments for investments) at the reporting date was as follows:

Subsidiaries
Associates
December 31,
2020
$ 3,422,028
498,351
$
3,920,379
December 31,
2019
3,441,182
419,778
3,860,960

(i) Subsidiaries

Please refer to 2020 and 2019 consolidated financial statements.

(ii) Associates

Name of Associates Main business Main operating
location
Proportion of shareholding
and voting rights
December 31,
2020
December 31,
2019
%
34.89
%
40.88
EOC Manufacturing of DWDM filter
components required for Optical
communication
Yilan

(Continued)

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27

SESODA CORPORATION Notes to the Financial Statements

EOC became a listed company on July 1, 2020. The fair values of the Company's shares on EOC were $696,859 thousand as of December 31, 2020.

The financial information of EOC was as follows::

Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net assets
Net assets attributable to the Company
Operating revenue

Profit from continuing operations

Other comprehensive income
Total comprehensive income

Comprehensive income attributable to the Company

Share of net assets of associates as of January 1

Comprehensive income attributable to the Company
Capital surplus arising from not participating in capital
increase
Disposals
Dividends received from associates
Others
Share of net assets of associates as of December 31
December 31,
2020
$ 642,144
594,550
(81,976)
(105,234)
$
1,049,484
$
498,351
2020
$
334,567
$ 51,124
(1,585)
$
49,539
$
15,924
2020
$ 418,519
15,924
86,571
(10,490)
(12,182)
9
$
498,351
December 31,
2019
372,966
536,517
(74,885)
(116,612)
717,986
418,519
2019
349,651
55,880
(1,624)
54,256
17,594
2019
412,185
17,594
-
(1,757)
(9,516)
13
418,519

The Company's financial information for investments accounted for using the equity method that are individually insignificant was as follows:

Carrying amount of individually insignificant
associates' equity

Attributable to the Company:
Loss from continuing operations

Other comprehensive income
Comprehensive income
December 31,
2020
$
-
2020
$ (1,259)
-
$
(1,259)
December 31,
2019
1,259
2019
(1,999)
-
(1,999)

(Continued)

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28

SESODA CORPORATION Notes to the Financial Statements

  • (iii) The Company did not provide any investment accounted for using the equity method as collateral for its loans.

  • (iv) In 2020 and 2019, the Company sold its shares in EOC amounting to $13,559 thousand and $2,954 thousand, resulting in the gains on sale of shares to be $4,978 thousand and $1,197 thousand, respectively, recognized as other gains and losses under gains on disposals of investment.

  • (f) Property, plant and equipment

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

Cost:
Balance on January 1, 2020
Additions
Disposal
Reclassification
Balance on December 31, 2020
Balance on January 1, 2019
Additions
Disposal
Reclassification
Balance on December 31, 2019
Depreciation and impairments loss:
Balance on January 1, 2020
Depreciation
Disposal
Balance on December 31, 2020
Balance on January 1, 2019
Depreciation
Disposal
Balance on January 1, 2019
Carrying amounts:
Balance on December 31, 2020
Balance on January 1, 2019
Balance on December 31, 2019
Land
$ 1,205,356
-
-
-
$
1,205,356
$ 1,194,447
10,909
-
-
$
1,205,356

$ -
-
-
$
-
$ -
-
-
$
-
$
1,205,356
$
1,194,447
$
1,205,356
Buildings
695,719
64
-
7,917
703,700
656,086
-
-
39,633
695,719
458,334
12,052
-
470,386
447,144
11,190
-
458,334
233,314
208,942
237,385
Machinery
and
equipment
1,369,648
1,942
(13,549)
33,055
1,391,096
1,206,486
4,202
(31)
158,991
1,369,648
1,050,373
59,448
(13,549)
1,096,272
998,990
51,414
(31)
1,050,373
294,824
207,496
319,275
Transportation
equipment
25,766
-
-
-
25,766
24,726
1,550
(510)
-
25,766
11,612
3,920
-
15,532
8,358
3,764
(510)
11,612
10,234
16,368
14,154
Other
facilities
136,353
41,422
(121)
(37,604)
140,050
131,004
55,022
(431)
(49,242)
136,353
77,477
3,238
(121)
80,594
74,419
3,489
(431)
77,477
59,456
56,585
58,876
Construction in
progress
121,649
76,743
-
(26,706)
171,686
186,077
124,205
-
(188,633)
121,649
-
-
-
-
-
-
-
-
171,686
186,077
121,649
Total
3,554,491
120,171
(13,670)
(23,338)
3,637,654
3,398,826
195,888
(972)
(39,251)
3,554,491
1,597,796
78,658
(13,670)
1,662,784
1,528,911
69,857
(972)
1,597,796
1,974,870
1,869,915
1,956,695
  • (i) Impairment losses

For the years ended December 31, 2020 and 2019, the movements in accumulated impairment loss were as follows:

Balance at January 1
Reclassified to accumulated depreciation
Balance at December 31
2020
$ 1,731
(1,203)
$
528
2019
3,335
(1,604)
1,731

(Continued)

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29

SESODA CORPORATION Notes to the Financial Statements

(ii) Pledged information

Please refer to note 8 for the pledged and collateral information of the property, plant and equipment.

  • (iii) For the years ended December 31, 2020 and 2019, the capitalized interest expenses amounted to $1,331 thousand and $1,480 thousand, with interest rates of 1.01% and 1.36%, respectively.

(g) Right-of-use assets

The Company leases buildings and transportation equipment. The movements in right-of-use assets were as follows:

Cost:
Balance at January 1, 2020
Additions
Disposal
Balance at December 31, 2020
Balance at January 1, 2019
Effects of retrospective application for IFRS 16
Additions
Disposal
Balance at December 31, 2019
Accumulated depreciation:
Balance at January 1, 2020
Depreciation
Disposal
Balance at December 31, 2020
Balance at January 1, 2019
Effects of retrospective application for IFRS 16
Depreciation for the year
Disposal
Balance at January 1, 2019
Carrying amounts:
Balance at December 31, 2020
Balance at December 31, 2019
Buildings
$ 543
543
(543)
$
543
$ -
137
543
(137)
$
543
$ 407
543
(543)
$
407
$ -
-
544
(137)
$
407
$
136
$
136
Transportation
equipment
8,252
-
-
8,252
-
8,252
-
-
8,252
3,060
3,060
-
6,120
-
-
3,060
-
3,060
2,132
5,192
Total
8,795
543
(543)
8,795
-
8,389
543
(137)
8,795
3,467
3,603
(543)
6,527
-
-
3,604
(137)
3,467
2,268
5,328

(Continued)

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30

SESODA CORPORATION

Notes to the Financial Statements

(h) Short-term and long-term borrowings

Secured bank loans
Unsecured bank loans
Unused credit lines
Range of interest rates
December 31,
2020
$ 290,000
330,000
$
620,000
$
710,000
0.42%~2.46%
December 31,
2019
260,000
170,100
430,100
949,900
0.98%~3.765%

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

(i) Lease liabilities

The carrying amounts of lease liabilities were as follow:

December 31,
2020
Current
$
2,305
Non-current
$
-
For the maturity analysis, please refer to note 6(q).
The amounts recognized in profit or loss was as follows:
2020
Interest expenses on lease liabilities
$
68
Expenses relating to leases of low-value assets
$
190
The amounts recognized in the statement of cash flows were as follows:
2020
Total cash outflow for leases
$
3,868
December 31,
2019
3,204
2,168
2019
118
219
2019
3,897

(j) Employee benefits

(i) Defined benefit plans

Reconciliations of defined benefit obligation at present value and plan asset at fair value were as follows:

Present value of the defined benefit obligations
Fair value of plan assets
Net defined benefit assets
December 31,
2020
$ 142,658
(169,167)
$
(26,509)
December 31,
2019
146,009
(162,578)
(16,569)

(Continued)

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31

SESODA CORPORATION Notes to the Financial Statements

The Company makes defined benefit plan contributions to the pension fund account with Bank of Taiwan that provides pensions for employees upon retirement. Plans (covered by the Labor Standards Law) entitle a retired employee to receive retirement benefits based on years of service and average monthly salary for the six months prior to retirement.

  • 1) Composition of plan assets

The Company allocates pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. With regard to the utilization of the funds, minimum earnings shall be no less than the earnings attainable from two-year time deposits with interest rates offered by local banks.

The Company's Bank of Taiwan labor pension reserve account balance amounted to $169,167 thousand as of December 31, 2020. For information on the utilization of the labor pension fund assets, including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.

  • 2) Movements in present value of the defined benefit obligation

Movements in the present value of the defined benefit obligations were as follows:

Defined benefit obligations at January 1
Current service costs and interest cost
Remeasurements of the net defined benefit
asset:
�Actuarial gains or losses arising from
financial assumption
Benefits paid
Defined benefit obligations at December 31
2020
$ 146,009
1,619
2,262
(7,232)
$
142,658
2019
151,896
2,386
(2,175)
(6,098)
146,009
  • 3) The movements in fair value of the defined benefit plan assets

Movements in the fair value of the plan assets were as follows:

Fair value of plan assets at January 1
Interest revenue
Remeasurements of the net defined benefit
asset:
�Actuarial gains or losses arising from
financial assumption
Amounts contributed to plan
Benefits paid
Fair value of plan assets at December 31
2020
$ 162,578
1,216
5,436
4,929
(4,992)
$
169,167
2019
156,556
1,539
5,643
4,938
(6,098)
162,578

(Continued)

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32

SESODA CORPORATION

Notes to the Financial Statements

  • 4) Expenses recognized in profit or loss

The expenses recognized in profit or losses were as follows:

Current service costs
Net interest expense of net defined benefit assets
Operating cost
Operating expenses
2020
$ 545
(142)
$
403
2020
$ 369
34
$
403
2019
917
(70)
847
2019
759
88
847
  • 5) The remeasurements of net defined benefit liabilities (assets) recognized in other comprehensive income

The remeasurements of net defined benefit liabilities (assets) recognized in other comprehensive income were as follows:

2020
Balance at the beginning
$ (7,321)
Recognized in the current period
3,174
Balance at the beginning
$
(4,147)
Actuarial assumptions
The principal actuarial assumptions were as follows:
2020.12.31
Discount rate
%
0.500
Future salary increasing rate
%
3.000
2019
(15,139)
7,818
(7,321)
2019.12.31
%
0.750
%
3.000
  • 6) Actuarial assumptions

The Company expects to make contributions of $4,835 thousand to the defined benefit plans in the next year starting from December 31, 2020.

The weighted average duration of the defined benefit plans is 7.08 years.

(Continued)

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33

SESODA CORPORATION Notes to the Financial Statements

7) Sensitivity analysis

The changes in main actuarial assumptions might have an impact on the present value of the defined benefit obligation as follows:

December 31, 2020
Discount rate decrease (increase) 0.25%
Future salary increasing rate increase (decrease) 0.25%
December 31, 2019
Discount rate decrease (increase) 0.25%
Future salary increasing rate increase (decrease) 0.25%
Influences on defined benefit
obligations
Increased
Decreased
$ 2,107
(2,057)
1,991
(1,954)
2,358
(2,298)
2,236
(2,192)

There is no change in other assumptions when performing the above mentioned sensitivity analysis. In practice, assumptions may be interactive with each other. The method used on sensitivity analysis is consistent with the calculation on the net pension liabilities.

There is no change in the method and assumptions used in the preparation of sensitivity analysis for 2020 and 2019.

(ii) Defined contribution plans

The Company set aside 6% of the contribution rate of the employee's monthly wages to the Labor Pension personal account of the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. The Company set aside a fixed amount to the Bureau of Labor Insurance without the payment of additional legal or constructive obligations.

The pension costs incurred from the contributions to the Bureau of the Labor Insurance amounted for the years ended December 31, 2020 and 2019 were as follow:

Operating cost
Operating expense
Total
2020
$ 1,985
1,705
$
3,690
2019
1,866
1,811
3,677

(iii) Others

The Company paid and recognized the severance pay for the years ended December 31, 2020 and 2019 as follow:

Operating cost
Operating expense
Total
2020
$ 48
2,276
$
2,324
2019
63
243
306

(Continued)

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34

SESODA CORPORATION Notes to the Financial Statements

(k) Income taxes

(i) Income tax expense

The amounts of income tax for the years ended December 31, 2020 and 2019 were as follows:

Current tax expense
Current period
Adjustment for prior periods
Deferred tax expense
Origination and reversal of temporary differences
Income tax expense from continuing operations
2020
$ 13,534
3
13,537
(219)
$
13,318
2019
21,461
157
21,618
24,406
46,024

The amounts of income tax recognized in other comprehensive income for the years ended December 31, 2020 and 2019 were as follows:

Items that will not be reclassified subsequently to
profit or loss:
Remeasurement from defined benefit plans
2020
$
635
2019
1,564

Reconciliations of income tax expenses and profit before tax for the years ended December 31, 2020 and 2019 were as follows:

Profit before tax
Income tax using the Company’s domestic tax rate
The income tax effects on permanent difference
Change of temporary differences
Adjustment for prior periods
Undistributed earnings tax
2020
$
187,447
$ 37,489
(4,866)
(19,308)
3
-
$
13,318
2019
320,665
64,133
(5,611
(21,324
157
8,669
46,024

(Continued)

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35

SESODA CORPORATION Notes to the Financial Statements

  • (ii) Deferred tax assets and liabilities

  • 1) Unrecognized deferred tax liabilities

The Company is able to control the timing of the reversal of the temporary differences associated with investments in subsidiaries as of December 31, 2020 and 2019. Also, management considers it probable that the temporary differences will not reverse in the foreseeable future. Hence, such temporary differences are not recognized under deferred tax liabilities. Details are as follows:

Aggregate amount of temporary differences related
to investments in subsidiaries
December 31,
2020
$
397,529
December 31,
2019
390,182
  • 2) Recognized deferred tax assets and liabilities

Deferred Tax Assets:

Balance at January 1, 2020
Recognized in profit or loss
Balance at December 31, 2020
Balance at January 1, 2019
Recognized in profit or loss
Balance at December 31, 2019
Refund
liability
$ 1,724
(1,562)
$
162
$ 1,358
366
$
1,724
Unrealized
exchange loss
Impairment loss
of property, plant
and equipment
Impairment loss
of property, plant
and equipment
Defined
benefit plans
9
21
30
-
9
9
Total
2,212
(1,209)
1,003
1,837
375
2,212
-
332
479
-
479
479
-
479
332
-
-
-

Deferred Tax Liability:

Balance at January 1, 2020
Recognized in profit or loss
Recognized in other comprehensive
income
Balance at December 31, 2020
Balance at January 1, 2019
Recognized in profit or loss
Recognized in other comprehensive
income
Balance at December 31, 2019
Land value
increment
tax
$ 166,990
-
-
$
166,990
$ 166,990
-
-
$
166,990
Investment
income under
equity method
Unrealized
exchange gain
Unrealized
exchange gain
Defined
benefit plans
3,306
1,353
635
5,294
924
818
1,564
3,306
Others
25
(25)
-
25
-
-
25
Total
434,722
(1,428)
635
433,929
408,377
24,781
1,564
434,722
203
(203)
-
121
82
-
203

(iii) Assessment

The Company's income tax returns for all years through 2018 were assessed by the tax authorities.

(Continued)

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36

SESODA CORPORATION Notes to the Financial Statements

(l) Capital and other equity

As of December 31, 2020 and 2019, the total number of authorized ordinary shares were 250,000 thousand shares, with a par value of $10 per share, of which, 228,442 thousand shares and 211,520 thousand shares, respectively, were issued. All issued shares were paid up upon issuance.

Reconciliation of shares outstanding was as follows:

(in thousands of shares)
Balance on January 1
Capital increase by stock dividend
Balance on December 31
Ordinary Shares Ordinary Shares
2020
211,520
16,922
228,442
2019
201,448
10,072
211,520

(i) Ordinary shares

A resolution was decided during the general meeting of the shareholders held on May 27, 2020 for a capital increase via stock dividends of 16,922 thousand shares amounting to $169,216 thousand, with the base date set on July 17, 2020, which was approved by the FSC. All relevant registration procedures had been completed as of the reporting date.

A resolution was decided during the general meeting of the shareholders held on June 5, 2019 for a capital increase via stock dividends of 10,072 thousand shares amounting to $100,724 thousand, with the base date set on July 28, 2019, which was approved by the FSC. All relevant registration procedures had been completed as of the reporting date.

(ii) Capital surplus

The detail of capital surplus were as follows:

The subsidiaries acquired cash dividend from the
Company
Gain on the subsidiaries sale of the Company's stock
Increase through changes in ownership interests in
associates
Donation from shareholders
December 31,
2020
$ 4,079
2,379
91,152
4,984
$
102,594
December 31,
2019
4,079
2,379
6,482
4,480
17,420

In accordance with Company Act, realized capital reserves can only be reclassified as share capital or be distributed as cash dividends after offsetting against losses. The aforementioned capital reserves include share premiums and donation gains. In accordance with the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the actual amount of capital reserves to be reclassified under share capital shall not exceed 10% of the actual share capital amount.

(Continued)

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37

SESODA CORPORATION Notes to the Financial Statements

(iii) Retained earnings

The Company's Article of Incorporation stipulates that the Company's net earnings should first be used to offset the prior years' deficits, if any, after paying any income taxes, of the remaining balance 10% is to be appropriated as legal reserve until the accumulated legal reserve equals the Company's capital; a special reserve should also be set aside in accordance with the relevant regulations or as requested by the authorities. Any balance left over and the beginning balance of retaining earnings shall be distributed by way of cash or stock dividends; and the ratio for all dividends shall exceed 1% of the remaining earnings. The Company's appropriations of earnings are decided in the meeting of the Board of Directors and are presented for approval in the Company's shareholders' meeting.

However, dividends issued in cash may be approved by the Board of Directors with more than two thirds of the directors' attendance, and resolved by more than half of the directors; thereafter, reported in the shareholders' meeting.

In response to the Company's long-term development needs, the Company's capital structure and long term financial planning were taken into consideration. Therefore, the Company formulated its dividend policy based on its operating performance and principle of balanced dividend payments. Furthermore, the proportion of cash dividend payment shall be no less than 20% of the current year's dividend, which should all be distributed in cash.

1) Legal reserve

The Company should contribute 10% of net profit after tax as legal reserve until it is equal to the capital. When a company incurs no loss, it may, pursuant to a resolution by a shareholders' meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.

2) Special reserve

The Company applied for exemptions granted under IFRS 1 First time Adoption of International Financial Reporting Standards endorsed by the FSC. Upon the Company’s initial adoption of the above standards, its unrealized revaluation increments and cumulative translation adjustments under shareholders' equity had been reclassified to retained earnings at the adoption date. In accordance with Ruling No. 1010012865 issued by the FSC on April 6, 2012, an increase in retained earnings, due to the first time adoption of the IFRSs endorsed by the FSC, shall be reclassified as a special reserve during earnings distribution. However, when the adjusted retained earnings, due to the first time adoption of the IFRSs endorsed by the FSC, are insufficient for the appropriation of special reserve at the transition date, the Company may appropriate a special reserve equals the amount of increase in retained earnings. Upon the use, disposal, or reclassification of its related assets, the Company may reverse the special reserve proportionately. As of December 31, 2020 and 2019, the special reserve were $131,910 thousand and $131,930 thousand, respectively.

(Continued)

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38

SESODA CORPORATION Notes to the Financial Statements

A portion of current-period earnings and undistributed prior-period earnings shall be reclassified as a special reserve during earnings distribution. The amount to be reclassified should be equal to the difference between the total net current-period reduction of special reserve resulting from the first-time adoption of IFRSs and the carrying amount of other shareholders' equity as stated above. Similarly, a portion of undistributed prior-period earnings shall be reclassified as a special reserve (which does not qualify for earnings distribution) to account for cumulative changes to other shareholders' equity pertaining to prior periods due to the first-time adoption of IFRSs. Amounts of subsequent reversals pertaining to the net reduction of other shareholders' equity shall qualify for additional distributions. As of December 31, 2020 and 2019, the special reserve were $31,831 thousand and $0, respectively.

(iv) Earnings distribution

The appropriations of earning for 2019 and 2018 had been approved in shareholders' meetings held on May 27, 2020 and June 5, 2019, respectively. The relevant dividend distributions to shareholders were as follows:

Dividends distributed to ordinary shareholders:
Cash
Shares
Total
2019
Amount
per share
(Dollars)
Total
amount
$ 0.80
169,216
0.80
169,216
$
338,432
2019
Amount
per share
(Dollars)
Total
amount
$ 0.80
169,216
0.80
169,216
$
338,432
2018 2018
Amount
per share
(Dollars)
Amount
per share
(Dollars)
0.50
0.50
Total
amount
$ 0.80
0.80
100,724
100,724
201,448

On March 29, 2021, the Company's Board of Directors resolved to appropriate the 2020 earnings. The earnings were appropriated as follows:

Dividends distributed to ordinary shareholders:
Cash
Shares
Total
2020 2020
Amount per
share(Dollars)
Total
amount
$ 0.90
205,597
0.90
205,598
$
411,195
Total
amount
205,597
205,598

(Continued)

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39

SESODA CORPORATION

Notes to the Financial Statements

(v) Other equity interests, net of tax

Balance as of January 1, 2020
Exchange differences on foreign operations
Exchange differences on subsidiaries accounted
for using equity method
Unrealized gains or losses from financial assets
measured at fair value through other
comprehensive income
Disposal of investments in equity instruments
designated at fair value through other
comprehensive income
Balance as of December 31, 2020
Balance as of January 1, 2019
Exchange differences on foreign operations
Exchange differences on subsidiaries accounted
for using equity method
Unrealized gains or losses from financial assets
measured at fair value through other
comprehensive income
Disposal of investments in equity instruments
designated at fair value through other
comprehensive income
Balance as of December 31, 2019
Exchange
differences on
translation of
foreign financial
statements
$ (68,465)
(174,105)
(82)
-
-
$
(242,652)
Exchange
differences on
translation of
foreign financial
statements
$ 16,717
(84,834)
(348)
-
-
$
(68,465)
Unrealized gains or
losses on financial
assets at fair value
through other
comprehensive
income
36,634
-
-
(54,147)
1,036
(16,477)
Unrealized gains or
losses on financial
assets at fair value
through other
comprehensive
income
(2,571)
-
-
35,515
3,690
36,634
Total
(31,831)
(174,105)
(82)
(54,147)
1,036
(259,129)
Total
14,146
(84,834)
(348)
35,515
3,690
(31,831)

(m) Earnings per share

For the years ended December 31, 2020 and 2019, the Company's earnings per share were calculated as follows:

(i) Basic earnings per share

Profit belonging to common shareholders
Weighted average number of outstanding shares of
common stock (in thousands shares)
Basic earnings per share (expressed in New Taiwan
dollars)
2020
$
174,129
228,442
$
0.76
2019
274,641
228,442
1.20

(Continued)

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40

SESODA CORPORATION

Notes to the Financial Statements

(ii) Diluted earnings per share

Profit belonging to common shareholders
Weighted average number of outstanding shares of
common stock (in thousands shares)
Effect of potentially dilutive common stock employee
remuneration (in thousands shares)
Weighted average number of common stock (diluted)
(in thousands shares)
Diluted earnings per share (expressed in New Taiwan
dollars)
Revenue from contracts with customers
Primary geographical markets:
Taiwan
Japan
Pakistan
Other countries
Total
2020
$
174,129
228,442
553
228,995
$
0.76
2020
$ 1,033,559
302,964
182,665
1,147,834
$
2,667,022
2019
274,641
228,442
720
229,162
1.20
2019
1,254,761
249,990
130,015
1,122,431
2,757,197

(n) Revenue from contracts with customers

The Company was engaged in the sales of chemical products.

(o) Remuneration to employees and directors

In accordance with the articles of incorporation, the Company should contribute 1% of special bonus, 3.5% of employee remuneration, and less than 2% of directors' remuneration when there is profit for the year. However, if the Company has accumulated deficit, the profit should be reserved to offset the deficit.

For the years ended December 31, 2020 and 2019, the Company estimated its employee remuneration amounting to $7,017 thousand and $12,004 thousand, special bonus amounting to $2,005 thousand and $3,429 thousand, and directors' remuneration amounting to $4,010 thousand and $6,859 thousand, respectively. The estimated amounts mentioned above were calculated based on the net profit before tax, excluding the employee remuneration, special bonus and directors' remuneration of each period, multiplied by the percentage of employee remuneration, special bonus and directors' remuneration as specified in the Company's articles. These remunerations and bonuses were expensed under operating expenses for each period. Related information would be available at the Market Observation Post System website. The amounts stated in the parent company only financial statements are identical to those of the actual distributions for 2020 and 2019.

(Continued)

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41

SESODA CORPORATION

Notes to the Financial Statements

  • (p) Non operating income and expenses

(i) Interest income

Interest income from bank deposits
(ii) Other income
Rental income
Dividend income
Total
(iii) Other gains and losses
Foreign exchange gains or losses
Gains or losses on disposals of investments
Gains or losses on financial assets at fair value
through profit or loss
Gains or losses on disposals of property, plant and
equipment
Revenue from endorsement guarantee
Others
Total
(iv)
Finance costs
Interest expenses – bank loan
Interest expenses – lease liabilities
Total
(q)
Financial instruments
2020
$
172
2020
$ 11
6,236
$
6,247
2020
$ (11,060)
4,978
-
-
14,594
5,167
$
13,679
2020
$ (3,942)
(68)
$
(4,010)
2019
271
2019
11
2,023
2,034
2019
1,498
1,197
224
58
15,610
10,034
28,621
2019
(4,612)
(118)
(4,730)

(i) Credit risk

  • 1) Credit risk exposure

The carrying amount of financial assets represents the maximum amount exposed to credit risk.

(Continued)

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42

SESODA CORPORATION Notes to the Financial Statements

2) Concentration of credit risk

When financial commodity trading is relatively concentrated within a few trading partners, a significant concentration of credit risk is less likely to occur. However, if the trading partners who are mostly engaged in similar commercial activities and have similar economic characteristics are affected by economic or other conditions, the occurrence of a significant concentration of credit risk is certain. The Company's notes and accounts receivable which are concentrated within a few trading parties are as follow:

December 31, 2019
D Company
Amount
$
58,630
Percentage of notes and
accounts receivable
10

No such incident on December 31, 2020.

3) Receivables securities

For credit risk exposure of notes and accounts receivable, please refer to note 6(c).

All of these financial assets are considered to have low risk, and thus, the impairment provision recognized during the period was limited to 12 months expected credit losses. Regarding how the financial instruments are considered to have low credit risk, please refer to note 4(f).

(ii) Liquidity risk

The following table shows the contractual maturities of financial liabilities, including estimated interest payments.

December 31, 2020
Non-derivative financial liabilities
Short-term loans
Accounts payable
Other payables
Other payables to related parties
Lease liabilities
Guarantee deposits received
December 31, 2019
Non-derivative financial liabilities
Short-term loans
Accounts payable
Other payables
Other payables to related parties
Lease liabilities
Carrying
amount
$ 620,000
269,219
105,304
3,702
2,305
242
$ 1,000,772
$ 430,100
188,405
145,867
4,719
5,372
$
774,463
Contractual
cash flows
620,597
269,219
105,304
3,702
2,319
242
1,001,383
430,638
188,405
145,867
4,719
5,450
775,079
Within
1 year
620,597
269,219
105,304
3,702
2,319
242
1,001,383
430,638
188,405
145,867
4,719
3,268
772,897
1-2 year
-
-
-
-
-
-
-
-
-
-
-
2,182
2,182
2-5 year
-
-
-
-
-
-
-
-
-
-
-
-
-
Over 5
years
-
-
-
-
-
-
-
-
-
-
-
-
-

(Continued)

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43

SESODA CORPORATION Notes to the Financial Statements

The Company does not expect the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.

  • (iii) Currency risk

  • 1) Exposure to foreign currency risk

The Company's significant exposure to foreign currency risk were as follows:

Financial assets
Monetary items
USD
Non-monetary items
RMB
Financial liabilities
Monetary items
USD
December 31, 2020 December 31, 2020 NTD
400,429
65,700
186,752
December 31, 2019
Foreign currency
(thousand dollars)
Exchange
rate
NTD
10,867
29.98
325,793
15,000
4.31
64,650
5,461
29.98
163,721
December 31, 2019
Foreign currency
(thousand dollars)
Exchange
rate
NTD
10,867
29.98
325,793
15,000
4.31
64,650
5,461
29.98
163,721
Foreign currency
(thousand dollars)
$ 14,060
15,000
6,551
Exchange
rate
28.48
4.38
28.48
Exchange
rate
NTD
29.98
325,793
4.31
64,650
29.98
163,721

2) Sensitivity analysis

The Company's exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, accounts receivable and accounts payable that are denominated in foreign currency. A weakening (strengthening) 1 % of NTD against the USD for the years ended December 31, 2020 and 2019 would have increased (decreased) the net profit before tax by $2,137 thousand and $1,621 thousand, respectively. The analysis assumes that all other variables remain constant.

The amount, expressed in functional currency, of foreign exchange gain and loss (including realized and unrealized portion) of the Company's monetary items, and the exchange rate used to translate the original amount to the Company's functional currency, NTD (also the expressed currency), were as follows:

NTD 2020 Average
exchange rate
-
2019
Foreign exchange
gain (loss)
(11,060)
Foreign exchange
gain (loss)
Average
exchange rate
1,498
-

(iv) Interest rate risk

Please refer to the attached note for the liquidity risk and the Company's interest rate exposure to its financial assets and liabilities.

(Continued)

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44

SESODA CORPORATION Notes to the Financial Statements

The following sensitivity analysis is based on the exposure to the interest rate risk of derivative and non-derivative financial instruments on the reporting date. Regarding assets with variable interest rates, the analysis is based on the assumption that the amount of assets outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases by 1% when reporting to management internally, which also represents the Company management's assessment of the reasonably possible interest rate change.

If the interest rate increases (decreases) by 1%, the Company's net profit before tax would have decreased (increased) by $6,200 thousand and $4,301 thousand for the years ended December 31, 2020 and 2019, respectively, all other variable factors that remain constant. This is mainly due to the Company's borrowing in floating rates.

(v) Other market price risk

For the years ended December 31, 2020 and 2019, the sensitivity analyses for the changes in the securities price at the reporting date were performed using the same basis for the profit and loss as illustrated below:

Prices of securities at the
reporting date
2020 Income
before tax
-
-
2019
Other
comprehensive
income before tax
876
(876)
Other
comprehensive
income before tax
$
1,371
$
(1,371)
Income
before tax
Increasing 1%
Decreasing 1%
-
-
  • (vi) Fair value of financial instruments

  • 1) Categories and fair value of financial instruments

Except for the followings, carrying amount of the Company's financial assets and liabilities are valuated approximately to their fair value, and are not based on observable market data and the value measurements which are not reliable. No additional fair value disclosure is required in accordance to the regulations.

Financial assets at fair value through
other comprehensive income
Domestic unlisted companies stocks
Foreign unlisted companies stocks
Subtotal
December 31, 2020 December 31, 2020 December 31, 2020
Book Value
$ 5,571
131,497
$
137,068
Fair Value
Level 1
-
-
-
Level 2
-
-
-
Level 3
5,571
131,497
137,068
Total
5,571
131,497
137,068

(Continued)

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45

SESODA CORPORATION

Notes to the Financial Statements

Financial assets at fair value through
other comprehensive income
Domestic unlisted companies stocks
Foreign unlisted companies stocks
Subtotal
December 31, 2019 December 31, 2019 December 31, 2019
Book Value
$ 4,675
82,916
$
87,591
Fair Value
Level 1
-
-
-
Level 2
-
-
-
Level 3
4,675
82,916
87,591
Total
4,675
82,916
87,591
  • 2) Valuation techniques for financial instruments measured at fair value

Non-derivative financial instruments

The fair value of financial assets and liabilities traded in an active market is based on the quoted market prices. The quotation, which is published by the main exchange center or that which was deemed to be a public bond by the Treasury Bureau of Central Bank, is included in the fair value of the listed securities instruments and the debt instruments in active markets with open bid.

A financial instrument is regarded as the quoted price in an active market if the quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency; and if those prices represent the actual and regularly occurring market transactions on an arm’s length basis.

Except for the above mentioned financial instruments traded in an active market, the fair value is based on the valuation techniques or the quotation from the counterparty. The fair value refers to the current fair value of the other financial instruments with similar conditions and characteristics, using a discounted cash flow analysis or other valuation techniques, such as calculations of using models (for example, applicable yield curve from Taipei Exchange, or average quoted price on interest rate of commercial paper from Reuters), based on the information acquired from the market at the balance sheet date.

When the financial instrument of the Company is not traded in an active market, its fair value is determined as follows:

  • �Unquoted equity instruments: The fair value is determined based on the ratio of the quoted market price of the comparative listed company and its book value per share. Also, the fair value is discounted for its lack of liquidity in the market.

  • 3) Reconciliation of Level 3 fair values

Balance as of January 1, 2020
Total gains and losses recognized:
In other comprehensive income
Reclassification
Balance as of December 31, 2020
Fair value through other
comprehensive income
Unquoted equity instrument
$ 87,591
49,126
351
$
137,068

(Continued)

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46

SESODA CORPORATION Notes to the Financial Statements

Balance as of January 1, 2019
Total gains and losses recognized:
In other comprehensive income
Disposals
Balance as of December 31, 2019
Fair value through other
comprehensive income
Unquoted equity instrument
$ 95,980
(389)
(8,000)
$
87,591
  • 4) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement

The Company's financial instruments that use Level 3 inputs to measure fair value were “financial assets measured at fair value through other comprehensive income – equity investments”.

Most of the Company's financial instruments that use level 3 inputs to measure fair value have multiple significant unobservable inputs. There is no correlation existence among the significant unobservable inputs of equity investments that have no active markets because they were independent of each other.

Quantified information of significant unobservable inputs was as follows:

Item
Financial assets at fair
value through other
comprehensive income
equity investments
without an active
market
Valuation
technique
Comparable listed
companies approach
Significant
unobservable inputs
Inter-relationship
between significant
unobservable inputs and
fair value measurement
�EBITDA Ratio (as of December
31, 2020 and 2019 was 13.2 and
8.1)
�Market liquidity discount rate
(as of December 31, 2020 and
2019 was 40% and 30%)
�The higher the EBITDA
ratio, the higher the
fair value
�The higher the market
liquidity discount rate,
the lower the fair value
  • 5) Sensitivity analysis of reasonably possible alternative assumptions for fair value measurements in Level 3 of the fair value hierarchy

The fair value measurements of the Company's financial instruments are reasonable. However, changes in the use of valuation models or valuation variables may affect the estimations. For fair value measurements in Level 3, changing one or more of the assumptions would have the following effect on other comprehensive income:

December 31, 2020
Financial assets at fair value through other
comprehensive income
December 31, 2019
Financial assets at fair value through other
comprehensive income
Inputs
EBITDA ratio
EBITDA ratio
Effects on changes in fair
value on other
comprehensive income
Increase or
decrease
Favorable
Unfavorable
10%
$ 13,038
(13,038)
10%
8,256
(8,256)

(Continued)

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47

SESODA CORPORATION

Notes to the Financial Statements

The favorable and unfavorable effects represent the changes in fair value, and fair value is based on a variety of unobservable inputs calculated using a valuation technique. The analysis above only reflects the effects of changes in a single input, and it does not include the inter relationships with another input.

(r) Financial risk management

(i) Overview

The Company have exposures to the following risks from its financial instruments:

  • 1) credit risk

  • 2) liquidity risk

  • 3) market risk

The following likewise discusses the Company's objectives, policies and processes for measuring and managing the above mentioned risks. For more disclosures about the quantitative effects of these risks exposures, please refer to the respective notes in the accompanying financial statements.

(ii) Structure of risk management

The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework.

The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Board of Directors oversees how the supervision of the management is in compliance with the Company's risk management policies and procedures. It also reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Board of Directors is assisted in its oversight role by an internal auditor. An internal auditor undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Board of Directors.

(iii) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers and investments.

(Continued)

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48

SESODA CORPORATION Notes to the Financial Statements

  • 1) Notes and accounts receivable and other receivables

The credit risk exposure of the Company is mainly affected by the individual conditions of each customer.

The management also considers the statistical data of the Company's customer, including the default risk of the customer's industry and country, which may have an impact on credit risk.

Please refer to note 6(q) for the concentrated notes receivable and accounts receivable from transaction parties.

The Company has established a credit policy. According to this policy, the Company must analyze the credit rating of each new customer individually before granting standard payment and shipping conditions and terms. If the Company can obtain an external rating and in some other cases, the bank's notes will be reviewed. The credit limit, which is regularly reviewed, is established based on individual customers and need not be approved by the Board of Directors.

The Company monitors the credit risk of its customers according to their credit characteristics, including whether they are distributors or end users; location, industry, age, expiration date, and previous financial difficulties. The main target of the Company's notes, accounts receivable and other receivables is the Company's dealer customers. Customers who are assessed as high-risk are included in the restricted customer list and monitored by the authorized supervisor of the combined company. Future sales with these customers must be based on advance receipts.

The Company regularly evaluates the losses incurred in bills, accounts receivable and other receivables. The Company has set up an allowance and impairment loss account to reflect the estimation of the losses incurred in the bills, accounts receivable and other receivables. The main components of the allowance account include specific losses with individual customers and loss estimates measured by expected credit losses during the lifetime.

2) Investments

The exposure to credit risk for the bank deposits and other financial instruments is measured and monitored by the Company's finance department. The Company only deals with banks, other external parties, corporate organizations, government agencies and financial institutions with good credit rating. The Company expects the counterparties above to meet their obligations; hence, there is no significant credit risk arising from these counterparties.

  • 3) Guarantees

The Company's policy is to provide financial guarantees only to subsidiaries. Please refer to note 7 for related information.

(Continued)

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49

SESODA CORPORATION Notes to the Financial Statements

(iv) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or other financial assets. The Company's approach to managing liquidity is to ensure, as far as possible, that it always has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

The Company calculates its cost of products and services by using the activity based costing, which assists in monitoring its cash flow requirements and optimizing its cash return on investments. Generally, the Company ensures that it maintains sufficient cash to meet expected operational expenses within 60 days.

(v) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices, that will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

The financial assets of the Company with fair value risk of interest rate changes are bank deposits; financial liabilities are long-term and short-term borrowings. The impact of changes in interest rates on the fair value of the relevant financial assets and liabilities is not significant.

(s) Capital management

The Company's policy is to keep a strong capital base in order to maintain its investors, creditors and market confidence, and to sustain future development of its business. Equity consists of common stock, capital surplus, retained earnings and other equity interest of the Company. The Board of Directors monitors the return on its capital as well as the level of dividends to its shareholders.

The Company's debt-to-equity ratio at the end of the reporting period was as follows:

Total liabilities
Less: cash and cash equivalents
Net debt
Total equity
Debt-to-equity ratio
December 31,
2020
$ 1,444,684
346,334
$
1,098,350
$
5,796,077
%
18.95
December 31,
2019
1,223,095
125,285
1,097,810
5,932,228
%
18.51

As of December 31, 2020, there were no material changes to the ratio.

(Continued)

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50

SESODA CORPORATION Notes to the Financial Statements

  • (t) Financing activities not affecting current cash flow

Reconciliations of liabilities arising from financing activities for the years ended December 31, 2020 and 2019 were as follows:

Short-term borrowing
Lease liabilities
Total liabilities from financing activities
Short-term borrowing
Lease liabilities
Total liabilities from financing activities
January 1,
2020
$ 430,100
5,372
$
435,472
January 1,
2019
$ 542,880
8,389
$
551,269
Cash flows
189,900
(3,610)
186,290
Cash flows
(110,785)
(3,560)
(114,345)
Non-cash changes
Acquisition
-
543
543
changes
Acquisition
-
543
543
December
31, 2020
620,000
2,305
Foreign
exchange
movement
-
-
-
Non-cash
622,305
December
31, 2019
430,100
5,372
Foreign
exchange
movement
(1,995)
-
(1,995)
435,472

(7) Related-party transactions:

  • (a) Names and relationship with related parties

The followings are entities that have transactions with the Company during the periods covered in the financial statements and the Company's subsidiaries.

Name of related party Relationship with the Company Sesoda Steamship Corporation (SSC) Subsidiary SS Marine Holding Coporation (SSMHC) Subsidiary EAST TENDER TRADING CO., LTD Subsidiary YUKARI GROUP CO., LTD. Subsidiary E-Teq Venture Co., Ltd. Subsidiary Sesoda Investment (BVI) Ltd. (SIL) Subsidiary Southeast Shipping Corp. (SESC) Subsidiary Southeast Marine Globe Corporation (SMGC) Subsidiary Southeast Marine Transport Corporation (SMTC) Subsidiary SE Harmony Corporation (SEHC) Subsidiary SE Bulker Corporation (SEBC) Subsidiary SE Apex Corporation (SEAC) Subsidiary SE Marine Corporation (SEMC) Subsidiary SE Carrier Corporation (SECC) Subsidiary Zai Feng Auto Transportation Co., Ltd. Subsidiary SE Delta Corporation (SEDC) Subsidiary

(Continued)

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51

SESODA CORPORATION Notes to the Financial Statements

Name of related party Relationship with the Company
SE Evermore Corporation (SEEC) Subsidiary
SE Fortune Corporation (SEFC) Subsidiary
SE Glory Corporation (SEGC) Subsidiary
SE Peace Corporation (SEPC) Subsidiary
SE Royal Corporation (SERC) Subsidiary
SE Victory Corporation (SEVC) Subsidiary
SE Jasmine Corporation (SEJC) Subsidiary

(b) Significant transactions with related parties

(i) Shipping expenses

2020
Subsidiaries
$
15,290
(ii)
Guarantees
The
Company had provided a guarantee for loans as follow:
December 31,
2020
Subsidiaries
$
7,172,972
2019
17,979
December 31,
2019
8,309,585

The Company charges 0.25%� 0.5% guarantee fee to its subsidiaries, wherein the guarantee revenues amounted to $14,594 thousand and $15,610 thousand for the years ended December 31, 2020 and 2019, respectively.

  • (iii) Payables to related parties
(iv) Account Relationship December 31,
2020
$
3,702
December 31,
2020
$
13,961
2020
41,182
6,323
47,505
December 31,
2020
$
3,702
December 31,
2020
$
13,961
2020
41,182
6,323
47,505
December 31,
2020
$
3,702
December 31,
2020
$
13,961
2020
41,182
6,323
47,505
December 31,
2020
$
3,702
December 31,
2020
$
13,961
2020
41,182
6,323
47,505
December 31,
2019
4,719
December 31,
2019
7,565
2019
40,573
455
41,028
Other payables to related parties
Receivables from related parties
Account
Subsidiaries
Relationship
2020
41,182
6,323
47,505
$ $

(c) Key management personnel compensation comprised:

(Continued)

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52

SESODA CORPORATION

Notes to the Financial Statements

(8) Pledged assets:

Pledged assets
Property, plant and equipment
�Land
�Buildings
Object December 31,
2020
$ 678,737
12,520
$
691,257
December 31,
2019
Guarantees for long-term and short-
term borrowing
Guarantees for long-term and short-
term loans borrowing
678,737
10,623
689,360

(9) Significant commitments and contingencies:

The Company entered into contracts with domestic and foreign vendors to purchase property, plant and equipment as follows:

Total contract value
Cumulative payments
December 31,
2020
$
152,309
$
98,819
December 31,
2019
145,724
67,130

(10) Losses Due to Major Disasters: None.

(11) Subsequent Events: None.

(12) Other:

A summary of employee benefits, depreciation, and amortization, by function, is as follows:

By funtion
By item
2020 2020 2020 2019 2019 2019
Operating
cost
Operating
expense
Total Operating
cost
Operating
expense
Total
Employee benefits
Salary 75,336 48,652 123,988 70,653 55,343 125,996
Labor and health insurance 7,063 4,027 11,090 6,869 4,334 11,203
Pension 2,402 4,015 6,417 2,688 2,142 4,830
Remuneration of directors - 23,480 23,480 - 21,419 21,419
Others 5,006 1,894 6,900 4,919 2,209 7,128
Depreciation 64,727 17,534 82,261 55,587 17,874 73,461
Depletion - - - - - -
Amortization - - - - - -

(Continued)

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53

SESODA CORPORATION

Notes to the Financial Statements

As of December 31, 2020 and 2019, the additional information for employee numbers and employee benefits was as follows:

Average employee numbers
Average directors numbers without serving concurrently as
employee
Average employee benefits
Average employee salaries
Average adjustment rate of employee salaries
Remuneration received by supervisors

The Company's salary and remuneration policy (including directors, managers and employees) is as follows:

  • (a) Remuneration to directors and managers is determined by the Remuneration Committee based on their participation and contribution to the Company's operations, and also with reference to the level of the industry.

  • (b) For employee remuneration, the market competitive salary levels, reference to the same industry, the Company’s overall operating performance, individual performance, and comprehensive contribution considerations are used as a bases for payment principal; and the basic salary of employees depends on their position, responsibility, and competitiveness of their position in the same industry; also, their year end bonus is distributed based on each year’ s operating performance, employee contribution, and achievement of their department goal. Furthermore, the employee benefits must first comply with the applicable laws, followed by the regulation requirements of the employees.

(13) Other disclosures:

  • (a) Information on significant transactions:None

The following were the information on significant transactions required by the Regulations for the Company for the year ended December 31, 2020:

  • (i) Loans to other parties: None.

  • (ii) Guarantees and endorsements for other parties: Please refer to schedule A.

  • (iii) Securities held as of December 31, 2020 (excluding investment in subsidiaries, associates and joint ventures): Please refer to schedule B.

  • (iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20% of the capital stock: None.

  • (v) Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None.

  • (vi) Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None.

(Continued)

-257-

54

SESODA CORPORATION Notes to the Financial Statements

  • (vii) Related-party transactions for purchases and sales with amounts exceeding the lower of NT$300 million or 20% of the capital stock: None.

  • (viii) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the capital stock: None.

  • (ix) Trading in derivative instruments: None.

  • (b) Information on investees: Please refer to schedule C.

  • (c) Information on investment in mainland China:

  • (i) The names of investees in Mainland China, the main businesses and products, and other information: None.

  • (ii) Limitation on investment in Mainland China: None.

  • (iii) Significant transactions: None.

  • (d) Major shareholders:

Major shareholders:
Shareholding
Shareholder's Name
Shares Percentage
Jian-Kai Property Management Co., Ltd. 16,808,755 %
7.35
Zhengbang Investment Co., Ltd. 14,758,338 %
6.46
Chu Ying-Piao 11,605,549 %
5.08

(14) Segment information:

Please refers to 2020 consolidated financial statements.

(Continued)

-258-

Endorsements/
guarantees to
the companies in
mainland China
Endorsements/
guarantees to
the companies in
mainland China
N N N N N N N N N N N N N N
Subsidiary endorsements/
guarantees to parent company
N N N N N N N N N N N N N N
Parent company
endorsements/
guarantees to
subsidiary
Y Y Y Y Y Y Y Y Y Y Y Y Y Y
Maximum amount
for guarantees
and endorsements
17,388,231 17,388,231 17,388,231 17,388,231 17,388,231 17,388,231 17,388,231 17,388,231 17,388,231 17,388,231 17,388,231 17,388,231 17,388,231 17,388,231
Ratio of accumulated amounts
of guarantees
and endorsements to
net worth of the latest
financial statements
55.03% 2.21% 1.82% 0.00% 3.72% 5.97% 5.22% 6.15% 6.62% 6.39% 7.86% 7.25% 7.96% 7.55%
Property pledged
for guarantees and
endorsements
(Amount)
- - - - - - - - - - - - - -
Actual usage
amount
720,544 - - - 215,474 345,889 302,770 356,712 383,631 370,226 455,680 420,402 461,376 437,516
Balance of
guarantees
and endorsements as
of reporting date
3,189,760 128,160 105,376 - 215,474 345,889 302,770 356,712 383,631 370,226 455,680 420,402 461,376 437,516 7,172,972
Highest balance of
guarantees and
endorsements
during the period
3,189,760 604,912 628,784 521,056 546,195 464,943 465,850 505,175 497,310 498,218 499,125 514,250 520,300 520,300 9437821
Limitation on amount
of
guarantees and
endorsements
for a specific
enterprise
(Note 3)
5,796,077 5,796,077 5,796,077 5,796,077 5,796,077 5,796,077 5,796,077 5,796,077 5,796,077 5,796,077 5,796,077 5,796,077 5,796,077 5,796,077
Counter-party of guarantee
and endorsement
Relationship
with the
Company
(Note 2)
2 2 2 2 2 2 2 2 2 2 2 2 2 2
Name SSC SMTC SMGC SEHC SEBC SECC SEMC SEDC SEVC SEEC SEFC SERC SEGC SEPC
Name of
guarantor
The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company
Nunber
(Note 1)
0 0 0 0 0 0 0 0 0 0 0 0 0 0
Remark
Ending balance Fair value 2,970 3,498
2,073
-
130,384
1,113
-
137,068 44,059
247
-
44,306 181,374
Percentage
of ownership
-
1.00%
0.63%
2.22%
15.00%
0.09%
0.44%
23.64%
0.02%
-
Carrying value
2,970 3,498
2,073
-
130,384
1,113
-
137,068 44,059
247
-
44,306 181,374
Shares/ Units
10,000
426,166
126,566
1,000,000
-
82,382

78,000
15,675,000
18,070

2
Account title Non�current financial assets at fair value through profit or loss
Non�current financial assets at fair value through other
comprehensive income
"
"
"
"
Non�current financial assets at fair value through profit or loss
Non�current financial assets at fair value through other
comprehensive income
"
Non�current financial assets at fair value through profit or loss
Relationship
with the company









Category and
name of security
Open-end Funds :
Schroder Maturity Asian Emerging Bond Fund
Stock :
Pushi Venture Capital Co., Ltd.
Puxun Venture Capital Co., Ltd.
COM2B
Qingdao Soda Ash Industrial Potassic Fertilizer Technology Co., Ltd.
StemCyte International, Ltd.
Others
Subtotal
Hebei Oxen New Materials Co., Ltd.
StemCyte International, Ltd.
Others
Subtotal
Total
Name of
holder
SSC
The Company
"
"
"
"
"
SIL
"
"

-260-

Remark Remark Subsidiary
Subsidiary
Subsidiary
Associate
Subsidiary
Subsidiary
Associate
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Associate
Subsidiary
Subsidiary
Subsidiary
Associate
Subsidiary
Subsidiary
Associate
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Associate
Subsidiary
Subsidiary
Subsidiary
Associate
Subsidiary
Subsidiary
Associate
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Associate
Subsidiary
Subsidiary
Subsidiary
Associate
Subsidiary
Subsidiary
Associate
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Associate
Subsidiary
Subsidiary
Subsidiary
Associate
Subsidiary
Subsidiary
Associate
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Associate
Subsidiary
Subsidiary
Subsidiary
Associate
Subsidiary
Subsidiary
Associate
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Associate
Subsidiary
Subsidiary
Subsidiary
Associate
Subsidiary
Subsidiary
Associate
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Associate
Investment
income
(losses)
86,597
2,399
(30)
16,449
253
(2,298)
(1,259)
102,111 8,126
(29)
(16,576)
(35,151)
(9,400)
3,233
(2,587)
5,409
14,930
18,914
28,395
23,051
7,258
(36)
27,126
37,690
(88)
110,265 (37) 2,985
-
2,985
Net income
(losses)
of investee
86,597
2,399
(59)
55,784
253
(2,298)
(10,894)
8,126
(59)
(16,576)
(35,151)
(9,400)
3,233
(2,587)
5,409
14,930
18,914
28,395
23,051
7,258
(36)
27,126
37,690
(88)
(37)
2,985
-
The ending balance at this period Carrying
value
3,372,541
39,066
(11,594)
498,351
18,280
3,735
-
3,920,379 184,260
51,893
252,953
354,029
368,568
365,795
209,618
229,877
250,801
259,098
268,059
286,812
254,215
234,065
286,282
284,885
191
4,141,401 (19) 19,881
5,870
25,751
Percentage
of
100.00%
100.00%
50.00%
34.89%
100.00%
100.00%
25.00%
100.00%
50.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
48.92%
Shares
10
3,200,000
880
9,316,297
2,100,000
600,000
2,500,000
10
880
11
10
11
10
10
10
10
10
10
10
10
10
10
10
-
-
12,000
587,000
Original investment amount The ending balance
at the beginning
1,696,437
38,023
21,145
99,227
89,787
10,000
25,000
1,979,619 620
USD
2,792
USD
10,581
USD
9,546
USD
15,490
USD
8,420
USD
7,951
USD
7,104
USD
7,608
USD
8,451
USD
7,761
USD
8,615
USD
8,828
USD
7,994
USD
8,311
USD
8,119
USD
27
USD
128,218
USD
3
USD
20,381
5,870
26,251
The ending balance
at this year
1,696,437
38,023
21,145
97,142
89,787
15,000
25,000
1,982,534 20
USD
2,792
USD
14,981
USD
11,116
USD
20,690
USD
8,920
USD
7,501
USD
7,504
USD
7,608
USD
8,451
USD
7,761
USD
8,615
USD
8,828
USD
7,994
USD
8,311
USD
8,119
USD
34
USD
139,245
USD
4
USD
20,381
5,870
26,251
Main businesses and products Ship operation and chartering
General trade and investments
Holding company
Manufacturing of thin film filter components required for optical communication
Wholesale of foods and groceries, sales of drinks, operation of restaurant
Electronics components manufacturing, data storage media manufacturing and duplicating, general investments
Ship operation and chartering
Holding company
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Holding company
Holding company
Automobile cargo transportation business
Basic chemical industrial�other chemical materials manufacturing and other chemical products manufacturing
Location Panama
Taipei
BVI
Yilan
Taipei
Taipei
Panama
BVI
Panama
Panama
Panama
Panama
Panama
Panama
Panama
Panama
Panama
Panama
Panama
Panama
Panama
Panama
Cayman Islands
Panama
Yilan
Chiayi
Name of investee SSC
East Tender Trading Co., Ltd.
SIL
East Tender Optoelectronics Co., Ltd.
Yukari Group Co., Ltd.
E-Teq Venture Co., Ltd.
Other
SESC
SIL
SMGC
SEHC
SMTC
SEBC
SEAC
SEMC
SECC
SEEC
SEFC
SERC
SEDC
SEVC
SEGC
SEPC
SSMHC
SEJC
Zai Feng Auto Transportation Co., Ltd.
Hing Dian Industrial Co., Ltd.
Name of investor The Company
"
"
"
"
"
"
SSC
"
"
"
"
"
"
"
"
"
"
"
"
"
"
"
"
SSMHC
East Tender Trading Co., Ltd.
"

-261-

  • VI. If the Company and its affiliated companies had any financial difficulties in the most recent year and as of the publication date of the annual report, the impact on the Company's financial status: None.

262

VII. Review and Analysis of Financial Status and Financial Performance and Risk Issues

I. Review and Analysis of Financial Status

  • (I) Comparative Analysis Table of Financial Status
Unit: NTD Thousand
Difference
Amount
%
(33,744)
(1.80)
(680,732)
(6.83)
--
--
16,740
2.30
(697,736)
(5.55)
310,609
15.34
(872,194)
(18.88)
(561,585)
(8.45)
169,216
8.00
85,174
488.94
(163,243)
(4.26)
(227,298)
714.08
--
--
(136,151)
(2.30)
Unit: NTD Thousand
Difference
Amount
%
(33,744)
(1.80)
(680,732)
(6.83)
--
--
16,740
2.30
(697,736)
(5.55)
310,609
15.34
(872,194)
(18.88)
(561,585)
(8.45)
169,216
8.00
85,174
488.94
(163,243)
(4.26)
(227,298)
714.08
--
--
(136,151)
(2.30)
Year Difference
2020 2019
Item Amount %
Current assets 1,843,321 1,877,065 (33,744) (1.80)
Property, plant and
9,289,285 9,970,017 (680,732) (6.83)
equipment
Intangible assets -- -- -- --
Other assets 745,679 728,939 16,740 2.30
Total assets 11,878,285 12,576,021 (697,736) (5.55)
Current liabilities 2,335,674 2,025,065 310,609 15.34
Non-current liabilities 3,746,534 4,618,728 (872,194) (18.88)
Total liabilities 6,082,208 6,643,793 (561,585) (8.45)
Common stock 2,284,419 2,115,203 169,216 8.00
Capital surplus 102,594 17,420 85,174 488.94
Retained earnings 3,668,193 3,831,436 (163,243) (4.26)
Other equity interest (259,129) (31,831) (227,298) 714.08
Non-controlling
-- -- -- --
interests
Total equity 5,796,077 5,932,228 (136,151) (2.30)
  • (II) Description of Major Changes:

  • Capital reserve: Mainly due to the fact that East Tender Optoelectronics Co., Ltd. handled a cash capital increase in the second quarter of 2020, and the consolidated company did not participate in the capital increase.

  • Other rights and interests: As a result of the appreciation of New Taiwan dollars, the exchange differences on translation of foreign financial statements increased.

263

II. Financial Performance

(I) Comparative Analysis of Business Results

Unit: NTD Thousand

Year Amount of
Item 2020 2019 increase or Change (%)
decrease
Operating revenue 4,034,992 4,343,168 (308,176)
(7.10)
Operating costs 3,197,912 3,324,057 (126,145)
(3.79)
Operating margin 837,080 1,019,111 (182,031)
(17.86)
Operating Expenses 582,752 569,637 13,115
2.30
Operating profit 254,328 449,474 (195,146)
(43.42)
Non-operating
income
(66,055) (127,085) 61,030
(48.02)
and expenses
Profit
(loss)
from
continuing
operations
188,273 322,389 (134,116)
(41.60)
before tax
Less: Income tax expense 14,144 47,748 (33,604)
(70.38)
Net profit after tax for
174,129 274,641 (100,512)
(36.60)
continuing operations

Analysis and explanation of increases and decreases in ratios reaching 20%:

  1. Net operating profit: Mainly due to the decline in the profits of the chemical industry and shipping industry.

  2. Non-operating income and expenses: Mainly due to the decrease in borrowing interest rates in 2020 and the gradual repayment of ship loans, which resulted in a decrease in interest expenses.

  3. Income tax expenses: Mainly due to the decline in profits.

  4. (II) Estimated Sales Volume and Basis:

The Company's estimated sales volume for 2021 is compiled based on reasonable assumptions such as the Company's business strategy, operating goals and budget, with reference to the overall industry prospects and development trends and operating performance over the years. Projected sales volumes are as follows:

Unit: Tons

Unit: To
Product type Expected Sales Volume in 2021
Manufacturing
Trade
315,766
92,173
  • (III) Possible impact on the Company's future financial business and corresponding plan:

Continue to explore new markets and strengthen customer benefits to achieve profit targets.

264

III. Cash flow

Cash flow analysis

Unit: NTD Thousand

Unit: NTD Thousand Unit: NTD Thousand
Beginning
cash
balance
Annual net cash
inflow (outflow)
from operating
activities
Annual cash
inflow
(outflow) from
other activities
Cash balance
(insufficiency)
amount
Remedial measures
for cash shortages
Investment
plan

Financing
plan
720,977 888,960 (686,649) 923,288 0 0
  • (I) Analysis of the changes in cash flows for the current year:

  • Operating activity: Net cash inflow (outflow) from operating activities

  • Operating activity: Net cash inflow 888,960 (outflow) from operating activities

  • Investment activity: Net cash inflow ( 189,617 ) (outflow) from investing activities

  • Financing activities: Net cash inflows ( 483,870 ) (outflows) from financing activities

  • Effect of exchange rate changes ( 13,162 ) Net cash inflow for the year 202,311

※Analysis and explanation of increase and decrease in ratios:

The increase in cash flow ratio was mainly due to the increase in sales.

  • (II) Analysis of cash liquidity in the coming year
Unit: NTD Thousand Unit: NTD Thousand
Beginning
cash
balance
Estimated annual
net cash inflow
(outflow) from
operatingactivities
Estimated other
annual cash
inflows
(outflows)

Cash balance
(insufficiency)
amount
Remedial measures
for cash shortages
Investment
plan
Financing
plan
923,288 947,165 (981,544) 888,909 0 0
  1. Analysis of cash flow status in the coming year:

  2. (1) Operating activities: Mainly the cash inflows of the estimated profit of the Company and adjustment to depreciation expenses irrelevant to the cash flow.

  3. (2) Investment activities: Mainly the estimated capital expenditures for recurrent maintenance equipment of the chemical industry, the purchase expenditures of light bulk cargo vessels and the expenditures for foreign investment.

  4. (3) Financing activities: Mainly due to expected cash dividend distribution and long-term and short-term loan repayments.

  5. Remedial measures and liquidity analysis for expected cash shortage: None.

265

  • IV. Impact of major capital expenditures on financial operations in the most recent year

(I) Application of major capital expenditures and sources of funds:

Unit: NTD Thousand

Plan item Actual or
expected
source of
funds
Actual or
expected
completion
date
Funding
required (as
of 2020)
Actual use of funds Actual use of funds Actual use of funds
2018 2019 2020
Water and air
pollution
prevention
equipment
Own funds
and bank
loans
June 30,
2021
143,840 25,711
85,986
32,143
Mixed acid
conversion
equipment
Own funds
and bank
loans
April 30,
2021
8,281 8,281

(II) Expected benefits:

  1. Improve plant operating environment and space facilities to enhance labor safety and health goal management.

  2. Development of new products and supply for market demand.

266

  • V. Reinvestment policy in the most recent year, the main reason for its profit or loss, improvement plan and investment plan for the next year

  • (I) Reinvestment policy

    • In addition to focusing on the operation of the chemical industry, the shipping business of the subsidiary and the catering business of the subsidiary, the Company will adopt strategic cooperative investment and increase investment in different industries to increase revenue and diversify operations, so that the Company can diversify industry risks and expand its operating base.
  • (II) Main reason for profit or loss

    • The amount of dividend income and benefits of investment disposal in 2020 was NT$11,214 thousand, an increase of NT$1,208,000 compared with that in 2019. This was mainly due to the disposal of part of the shareholding in East Tender Optoelectronics Co., Ltd. in 2020.
  • (III) Improvement program

    • Non-productive investments will be disposed of or urged for activation for the best benefit the Company, while profitable investments will continue to be assessed for investment adjustment or an increase in return.
  • (IV) Investment plan for the coming year

    • The changes in the world situation and the COVID-19 pandemic have made the Company realize the need to diversify risks. Therefore, in addition to maintaining the business in a steady manner, the Company will strengthen its cooperation with the industry peers to strive for strategic alliance. Development of new or strengthening or increasing existing investments with good performance.

VI. Analysis and assessment of risk issues in the most recent year and up to the date of publication of the annual report

  • (I) The impact of interest rate, exchange rate changes, and inflation on the Company's profit and loss and future countermeasures:
Item 2020
Interest expense(net) 104,857
Currency conversion
benefits(net)
12,035

The Company's main risks are the risks of exchange rate changes and interest rate changes.

Exchange rate risk:

The revenue of the Company and its subsidiaries is mainly U.S. dollars, and the main expenditures are also mainly in U.S. dollars. Although there is a certain degree of risk associated with changes in the real exchange rate, the overall impact on the Company is relatively small.

Countermeasures:

The Company is familiar with relevant financial instruments and will use forward foreign exchange contracts or foreign exchange swap contracts to reduce the risk of exchange rate changes when necessary.

Interest rate risk:

The Company's borrowings are all in floating interest rates. Because the shipbuilding business is a business with high capital expenditure and high financial leverage, the interest rate risk faced by the high loan balance is greater.

Countermeasures:

Short-term interest rates have been regularly locked in for ship loans to delay the impact of interest rate changes; the Company will also regularly assess the trend of financing interest rates and maintain close cooperation with various financial

267

institutions to obtain the latest economic news, data and research reports at home and in various regions abroad. In addition to striving for preferential loan interest rates, the Company will assess the appropriate time to control its open interest rate risk by means of interest rate swaps.

  • (II) Policies for engagement in high risk and high leverage investment, loaning to a third party, guarantee/endorsement, and derivative trade, the main reason for profit or loss, and the response in the future:

  • The Company and its subsidiaries do not engage in high-risk, high-leverage investments, and do not conduct other derivative trading except for general forward foreign exchange transactions for hedging.

  • Loans to others and endorsements and guarantees: Currently the Company only provide necessary guarantees to 100% controlled subsidiaries required for operation, and they are all handled in accordance with the "Procedures of Loans to Others and Endorsements and Guarantees" formulated in accordance with the regulations of the competent authority; the risks are all under control. For details, please refer to note 13 of "IV. Financial Statements of the Most Recent Year" and its attached schedule.

  • (III) Future R&D plans and estimated R&D expenses:

  • Core Industrial Chemical Business

    • (1) Take into account the quality improvement of existing chemicals produced, and implement operation procedures and equipment improvements to enhance the stability of product quality and process capabilities, so that the Company's products can meet the needs of the international market and users.

Benefit: Expand product market and enhance product competitiveness. Estimated cost: NTD 10,000 thousand.

  - (2) Comply with the Company's operating strategy, break through the bottleneck of traditional industries, and seek opportunities for diversified chemical industry cooperation. Estimated cost: NTD 1,000 thousand.
  1. Subsidiary shipping business: as service industry, it is not applicable.

  2. Subsidiary catering business

    • Invest in the development of its own catering brand, seek new business opportunities and expand different customer groups to strengthen the Company's competitive market advantage.
  3. (IV) The impact of important domestic and foreign policies and legal changes on the Company's financial business and corresponding measures: Important changes in policies and laws: Major policy changes will be actively updated and handled in compliance; for new regulations, equipment will be upgraded or alternative methods will be approved before the deadline set in the regulations. On the financial side, there may be an impact due to additional capital expenditures.

Countermeasures:

  • Actively update regulatory information to obtain sufficient time to respond to changes. In addition to updating or formulating methods, we will also cooperate with qualified suppliers/maintainers to update equipment. In terms of capital, the Company maintains a good relationship with banks, and maintains a fairly flexible capital utilization quota to meet the capital expenditure requirements for equipment renewal.

  • (V) The impact of technological changes and industrial changes on the Company's financial business and corresponding measures:

  • There is no obvious change in the manufacturing or related technology of the industry or market to which the Company and its subsidiaries belong, and

268

  • temporarily it will have no impact on the Company’s business or finance. Corresponding measures: The Company and its subsidiaries will continue to pay attention to domestic and foreign technological or industrial changes, and if there is an impact, they will immediately take appropriate responses.

  • (VI) The impact of corporate change on corporate crisis management and countermeasures:

  • The Company’s corporate culture is conservative and stable; its legitimate operations are profitable and stable, and it complies with laws and regulations. The Company does not have a corporate image of intentional misconduct. The Company has a low-key style and strives to operate pragmatically without media hype. Countermeasure: In addition to complying with the regulations of the competent authority, the Company proactively handles corporate briefings to let the outside world know about the Company. Always pay attention to and correct major false news. The spokesperson will respond to shareholders’ or media’s calls or visits in accordance with the regulations. He will take the initiative to face internal and external problems of the Company, and actively deal with them with the Company’s method of self- improvement from the root cause, so there will be no corporate image change that will cause a crisis.

  • (VII) Expected benefits and possible risks of mergers and acquisitions and countermeasures:

  • The Company and its subsidiaries currently have no specific acquisition targets. Risk: Not applicable because of the absence of the above facts.

  • (VIII) Expected benefits and possible risks of plant expansion and countermeasures

  • Core Industrial Chemical Business

    • The Company expanded its two production lines in February 2019. The annual production capacity of sulfate of potash and hydrochloric acid is 22,000 metric tons and 25,740 metric tons respectively. If the benefits are realized and market prices are favorable, the annual revenue is expected to increase by NTD 310 million.

    • The possible risk is an oversupply in the market and a huge drop in prices. Countermeasures:

    • The international population is still growing, and the demand for food and quality is also increasing due to regional economic growth. Therefore, the demand for potassium sulfate has the base for its growth. On the supply side, due to the characteristics of by-products, new production competitors have obstacles in the consumption of their by-products. However, facing the competition generated by the opening of the original closed market, the Company strives to participate in the newly opened market to increase demand; when necessary, such as when the distribution channel is impacted by the COVID-19 pandemic, the Company may also adjust its production lines to reduce inventory.

  • Subsidiary shipping business: Not applicable.

  • Subsidiary catering business: Not applicable.

  • (IX) Risks and countermeasures faced by purchase or sales concentration:

  • Core Industrial Chemical Business

    • (1) Purchase: Companies A and D, the major raw material suppliers, are international companies and long-term suppliers of the Company; the relationship is stable and there has been good interactions for a long time.

269

At the same time, these companies are also the main suppliers for industry peers around the globe. Therefore, the supply status has been normal. Risk: very small, as explained above.

  - (2) Sales: None of the existing customers' sales revenue in 2020 has exceeded 10%, so there is not the problem of concentration of sales.
  1. Subsidiary shipping business

    • (1) Purchase: The suppliers of main equipment parts and consumables are long-term suppliers, and the supply status is stable and good; because of the global route operation, there are many suppliers and the substitution is also high, so there is no risk of concentration of purchases.

    • (2) Sales: The existing leasees are all reputable international companies with good relationship and normal payment status, so such risks are slight.

  2. Subsidiary catering business

    • (1) Purchase: The Company operates in the Japanese cuisine and catering business with diversified menu designs. The raw materials used are all complementary and highly replaceable, and no item is purchased in a centralized manner, so there should be no risk of shortage of important raw materials.

    • (2) Sales: Most of the Company's sales targets are general consumers, so there is no concentration of sales.

  3. (X) The influence and risk of the massive transfer of shares or the replacement of the directors, supervisors, or major shareholders holding more than 10% of the shares issued by the Company, and the response:

  4. The Company’s directors, supervisors or major shareholders holding more than 10% of the Company's shares have not undergone a massive transfer of equity. Risk: Not applicable because of the absence of the above facts.

  5. (XI) Impact, risks and countermeasure of change of management rights on the Company: The Company has experienced no change in management rights. Risk: Not applicable because of the absence of the above facts.

  6. (XII) Litigation or non-litigation incidents: Major litigations, non-litigations or administrative litigations of the Company, its directors, supervisors, president, substantive person in charge, major shareholders with more than 10% shareholding or affiliated companies that have been judged and decided or are still being processed, the outcome of which may have a significant impact on shareholder rights or the price of securities.

The Company is experiencing no major litigation or non-litigation events.

Risk: Not applicable because of the absence of the above facts.

  • (XIII) Other important risks and countermeasures: None.

  • (XIV) Risk Assessment of Information Security

The impact of information system damage on the Company’s financial business and countermeasures:

The Company has established a backup mechanism and disaster recovery plan, and sends backup media to a remote site for storage, and backs up the data at the remote site to reduce the possibility of loss of assets due to service interruption caused by man-made or force majeure events, so as to ensure the work can resume to normal operation.

In order to smoothly restore business as soon as possible when information system damage occurs, and reduce possible losses and risks, disaster recovery drills are conducted every three years to ensure that the target time for expected system recovery is met.

The Company has also strengthened information security protection and fully implemented information security management and control, including installing

270

anti-virus software for personal computers and servers, and building necessary information backups. Colleagues are also not allowed to use the Company's internal system from the outside, and the wireless network is separated from the internal network line to strengthen the security of information.

VII.Other important matters: None

271

==> picture [396 x 734] intentionally omitted <==

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

Ltd.
East Tender Trading Co.,
100% 100%
Zai Feng Auto Transportation Co., Ltd.
December 31, 2020 shareholding shareholding
E-Teq
Venture Co., Ltd.
100% shareholding
Ltd.
Yukari
Group Co.,
100%
SE Carrier Corporation m.v. "SE MARINA"
shareholding SE Peace Corporation m.v. "SE CARDI"
EMERALD
SE Marine Corporation m.v. " ENTERPRISE "
SE Glory Corporation m.v. "SE NICKY"
SE Jasmine Corporation
100% SE Apex Corporation m.v. "ACHILLES BULKER"
shareholding
SE Victory
Corporation m.v. "CIARA ENTERPRISE"
Sesoda Corporation (Holding Company)
SE Bulker Corporation m.v. "MISSY ENTERPRISE "
SS Marine Holding Corporation
SE Delta Corporation m.v. "RUBY ENTERPRISE"
100%
ldi
shareholding
h SE Harmony Corporation m.v. "AC SPLENDOR"
h
100% SE Royal Corporation m.v. "SE KELLY"
100%
Sesoda Steamship Corporation Panama Southeast Marine Transport Corporation m.v. "NORD YILAN"
shareholding
SE Fortune Corporation m.v. "REMY ENTERPRISE"
50%
shareholding
Southeast Marine Globe Corporation m.v. "AC SESODA"
Organization Chart of Affiliated Companies:
Consolidated Business Report of Affiliated Companies 50%
1.
SE Evermore Corporation m.v. "ANDREA ENTERPRISE"
Information of Affiliated Companies: Sesoda Investment (BVI) Ltd.
(I) shareholding
Southeast Shipping Corp. m.v. "ALPHA BULKER"
I.
----- End of picture text -----

2. Basic information of each affiliated company:

December 31, 2020
Units: NTD in Thousand;USD in thousand
December 31, 2020
Units: NTD in Thousand;USD in thousand
December 31, 2020
Units: NTD in Thousand;USD in thousand
Enterprise Name Date
Established
Address Paid-in
capital
amount
Main business or
production items
East Tender
Trading Co., Ltd.
1984.05.09 23F, No. 99, Sec. 2,
Dunhua S. Road, Taipei
City,Taiwan
32,000 General import and
export trade
Yukari Group Co.,
Ltd.
2012.09.19 1F, No. 9, Lane 160,
Yanji Street, Da’an
District,TaipeiCity
21,000 Catering business
E-Teq Venture Co.,
Ltd.
2015.12.02 23F, No. 99, Sec. 2,
Dunhua S. Road, Taipei
City,Taiwan
6,000 Investment business
Sesoda Steamship
Corporation
1995.11.21 23F, No. 99, Sec. 2,
Dunhua S. Road, Taipei
City, Taiwan
(Registration:Panama)
USD10 Bulk carrier shipping
SS Marine
Holding
Corporation
2015.10.06 23F, No. 99, Sec. 2,
Dunhua S. Road, Taipei
City, Taiwan
(Registration: Cayman
Islands)
Share capital
collected in
advance
USD34
Overseas investment
holding company
Southeast
Shipping Corp.
2005.08.10 23F, No. 99, Sec. 2,
Dunhua S. Road, Taipei
City, Taiwan
(Registration:Panama)
USD20 Bulk carrier shipping
Southeast Marine
Transport
Corporation
2009.07.27 23F, No. 99, Sec. 2,
Dunhua S. Road, Taipei
City, Taiwan
(Registration:Panama)
USD11 Bulk carrier shipping
Southeast Marine
Globe Corporation
2010.01.25 23F, No. 99, Sec. 2,
Dunhua S. Road, Taipei
City, Taiwan
(Registration: Panama)
USD11 Bulk carrier shipping
SE Harmony
Corporation
2010.04.26 23F, No. 99, Sec. 2,
Dunhua S. Road, Taipei
City, Taiwan
(Registration: Panama)
USD10 Bulk carrier shipping
SE Bulker
Corporation
2011.03.25 23F, No. 99, Sec. 2,
Dunhua S. Road, Taipei
City, Taiwan
(Registration:Panama)
USD10 Bulk carrier shipping
SE Apex
Corporation
2012.06.06 23F, No. 99, Sec. 2,
Dunhua S. Road, Taipei
City, Taiwan
(Registration:Panama)
USD10 Bulk carrier shipping
SE Marine
Corporation
2013.02.25 23F, No. 99, Sec. 2,
Dunhua S. Road, Taipei
City, Taiwan
(Registration:Panama)
USD10 Bulk carrier shipping
SE Carrier
Corporation
2013.02.25 23F, No. 99, Sec. 2,
Dunhua S. Road, Taipei
City, Taiwan
(Registration: Panama)
USD10 Bulk carrier shipping

273

Units: December 31, 2020
NTD in Thousand;USD in thousand
December 31, 2020
NTD in Thousand;USD in thousand
Enterprise Name Date
Established
Address Paid-in capital
amount
Main business or
production items
SE Evermore
Corporation
2014.02.17 23F, No. 99, Sec. 2,
Dunhua S. Road, Taipei
City, Taiwan
(Registration: Panama)
USD10 Bulk carrier
shipping
SE Fortune
Corporation
2014.02.17 23F, No. 99, Sec. 2,
Dunhua S. Road, Taipei
City, Taiwan
(Registration:Panama)
USD10 Bulk carrier
shipping
SE Royal
Corporation
2014.02.17 23F, No. 99, Sec. 2,
Dunhua S. Road, Taipei
City, Taiwan
(Registration:Panama)
USD10 Bulk carrier
shipping
SE Delta
Corporation
2014.02.17 23F, No. 99, Sec. 2,
Dunhua S. Road, Taipei
City, Taiwan
(Registration:Panama)
USD10 Bulk carrier
shipping
SE Glory
Corporation
2014.02.17 23F, No. 99, Sec. 2,
Dunhua S. Road, Taipei
City, Taiwan
(Registration: Panama)
USD10 Bulk carrier
shipping
SE Peace
Corporation
2014.02.17 23F, No. 99, Sec. 2,
Dunhua S. Road, Taipei
City, Taiwan
(Registration: Panama)
USD10 Bulk carrier
shipping
SE Victory
Corporation
2014.03.25 23F, No. 99, Sec. 2,
Dunhua S. Road, Taipei
City, Taiwan
(Registration:Panama)
USD10 Bulk carrier
shipping
SE Jasmine
Corporation
2015.10.06 23F, No. 99, Sec. 2,
Dunhua S. Road, Taipei
City, Taiwan
(Registration:Panama)
Share capital
collected in
advance USD4
Bulk carrier
shipping
Sesoda Investment
(BVI) Ltd.
2007.01.29 23F, No. 99, Sec. 2,
Dunhua S. Road, Taipei
City, Taiwan
(Registration: British
Virgin Islands)
USD2 Overseas investment
holding company
Zai Feng Auto
Transportation
Co., Ltd.
1983.05.17 No. 220, Lane 680,
Guangxing Road,
Guangxing Village,
Dongshan Township,
Yilan County
12,000 General truck
freight
transportation
business
  1. Information of the same shareholders who are presumed to have holdings and affiliation: None.

  2. Industries covered by the business of the overall related company: chemical industry business, trade, shipping, holding company, truck freight transportation, catering.

274

5. Information of directors, supervisors and presidents of affiliated companies

Unit: share December 31, 2020

Unit: share Unit: share
December 31, 2020
Enterprise Name Title Name or
representat
ive
Number of shares
held
Note
Shares Percentag
e of
shareholdi
ng
East Tender Trading
Co., Ltd. (Note 1)
Chairman/G
eneral
Manager
Director
Director
Supervisor
Chen
Rong-Yuan
Huang
Chih-Chen
g
Liu
Chih-Yung
Lin
Hung-Chun
g
3,200,000 100% Sesoda Corporation
Representative
Yukari Group Co.,
Ltd. (Note 1)
Chairman
Director
Director
Supervisor
Chen Yi-Te
Chu
Ching-Yun
Chen
Chih-Chun
Lin
Hung-Chun
g
2,100,000 100% Sesoda Corporation
Representative
E-Teq
Venture
Co.,Ltd. (Note 1)
Chairman
Supervisor
Chen
Cheng-Te
Liu
Chih-Yung
600,000 100% Sesoda Corporation
Representative
Sesoda Steamship
Corporation (Note 1)
Director/Gen
eral Manager
Director
Director
Chen
Kai-Yean
Chen
Rong-Yuan
Wu
Chung-Li
10 100% Sesoda Corporation
Representative
SS Marine Holding
Corporation (Note 1)
Director/Gen
eral Manager
Director
Director
Chen
Kai-Yean
Chen
Rong-Yuan
Wu
Chung-Li
(Note 2) 100% Sesoda Steamship
Corporation
Representative
Southeast Shipping
Corp. (Note 1)
Director/Gen
eral Manager
Director
Director
Chen
Kai-Yean
Chen
Rong-Yuan
Wu
Chung-Li
10 100% Sesoda Steamship
Corporation
Representative
Southeast Marine
Transport Corporation
(Note 1)
Director/Gen
eral Manager
Director
Director
Chen
Kai-Yean
Chen
Rong-Yuan
Wu
Chung-Li
11 100% Sesoda Steamship
Corporation
Representative

275

Southeast Marine
Globe Corporation
(note 1)
Director/Gen
eral Manager
Director
Director
Chen
Kai-Yuen
Chen
Rong-Yuan
Wu
Chung-Li
11 100% Sesoda Steamship
Corporation
Representative
SE Harmony
Corporation (Note 1)
Director/Gen
eral Manager
Director
Director
Chen
Kai-Yuen
Chen
Rong-Yuan
Wu
Chung-Li
10 100% Sesoda Steamship
Corporation
Representative
SE Bulker
Corporation (Note 1)
Director/Gen
eral Manager
Director
Director
Chen
Kai-Yuen
Chen
Rong-Yuan
Wu
Chung-Lee
10 100% Sesoda Steamship
Corporation
Representative
SE Apex Corporation
(Note 1)
Director/Gen
eral Manager
Director
Director
Chen
Kai-Yuen
Chen
Rong-Yuan
Wu
Chung-Lee
10 100% Sesoda Steamship
Corporation
Representative

276

Unit: share December 31, 2020

Unit: share Unit: share December 31, 2020
Enterprise Name Title Name or
representat
ive
Number of shares
held
Note
Shares Percentage
of
shareholdin
g
SE Marine
Corporation (Note 1)
Director/Gen
eral Manager
Director
Director
Chen
Kai-Yuen
Chen
Rong-Yuan
Wu
Chung-Lee
10 100% Sesoda Steamship
Corporation
Representative
SE Carrier
Corporation (Note 1)
Director/Gen
eral Manager
Director
Director
Chen
Kai-Yuen
Chen
Rong-Yuan
Wu
Chung-Lee
10 100% Sesoda Steamship
Corporation
Representative
SE Evermore
Corporation (Note 1)
Director/Gen
eral Manager
Director
Director
Chen
Kai-Yuen
Chen
Rong-Yuan
Wu
Chung-Lee
10 100% Sesoda Steamship
Corporation
Representative
SE Fortune
Corporation (Note 1)
Director/Gen
eral Manager
Director
Director
Chen
Kai-Yuen
Chen
Rong-Yuan
Wu
Chung-Lee
10 100% Sesoda Steamship
Corporation
Representative
SE Royal
Corporation (Note 1)
Director/Gen
eral Manager
Director
Director
Chen
Kai-Yuen
Chen
Rong-Yuan
Wu
Chung-Lee
10 100% Sesoda Steamship
Corporation
Representative
SE Delta Corporation
(Note 1)
Director/Gen
eral Manager
Director
Director
Chen
Kai-Yuen
Chen
Rong-Yuan
Wu
Chung-Lee
10 100% Sesoda Steamship
Corporation
Representative
SE Glory
Corporation (Note 1)
Director/Gen
eral Manager
Director
Director
Chen
Kai-Yuen
Chen
Rong-Yuan
Wu
Chung-Lee
10 100% Sesoda Steamship
Corporation
Representative
SE Peace
Corporation (Note 1)
Director/Gen
eral Manager
Director
Director
Chen
Kai-Yuen
Chen
Rong-Yuan
Wu
Chung-Lee
10 100% Sesoda Steamship
Corporation
Representative
SEVictory Director/Gen Chen 10 100% SesodaSteamship

277

Corporation (Note 1) eral Manager
Director
Director
Kai-Yuen
Chen
Rong-Yuan
Wu
Chung-Lee
Corporation
Representative
SE Jasmine
Corporation (Note 1)
Director/Gen
eral Manager
Director
Director
Chen
Kai-Yuen
Chen
Rong-Yuan
Wu
Chung-Lee
(註2) 100% SS Marine Holding
Corporation
Representative:
Sesoda Investment
(BVI) Ltd. (note 1)
Director/Gen
eral Manager
Director
Director
Chen
Kai-Yuen
Chen
Rong-Yuan
Wu
Chung-Lee
1,760 100% Sesoda Corporation
Representative
Zai Feng Auto
Transportation Co.,
Ltd.
Chairman/Ge
neral
Manager
Director
Director
Supervisor
Chen
Hsin-Hung
Huang
Chih-Chen
g
Liu
Chih-Yung
Lin
Hung-Chun
g
12,000 100% East Tender Trading
Co., Ltd.
Representative:

Note: 1. It is a company 100% directly (indirectly) held by the Company.

  1. SS Marine Holding Corporation, SE Jasmine Corporation the share capital is being collected in advance, and the investment has not been completed yet.

278

6. Overview of Operations of Affiliated Companies

Unit: NTD Thousand unless otherwise specified Unit: NTD Thousand unless otherwise specified Unit: NTD Thousand unless otherwise specified Unit: NTD Thousand unless otherwise specified Unit: NTD Thousand unless otherwise specified Unit: NTD Thousand unless otherwise specified Unit: NTD Thousand unless otherwise specified Unit: NTD Thousand unless otherwise specified
Enterprise Name Capital
Total
assets
Total
liabilities
Net
worth
Operating
revenue
Operating
profit
Net profit
and loss
(after tax)
Earnings per
share (NTD)
(after tax)
East Tender
Trading Co., Ltd.
32,000
63,482

24,416
39,066 107 (21) 2,399
0.75
Yukari Group Co.,
Ltd.
21,000
43,429

25,149
18,280 64,142 536 253
0.12
E-Teq Venture Co.,
Ltd.
6,000
3,964

229
3,735 -- (2,298) (2,298)
(3.83)
Sesoda Steamship
Corporation
312 4,167,947
795,406
3,372,541 -- (6,505) 86,597
8,659,706.80
Southeast Shipping
Corp.
661
195,853

11,593
184,260 73,995 7,153 8,126
812,564.40
Southeast Marine
Transport
Corporation
344
382,287

13,719
368,568 63,553 (4,396) (9,400)
(854,526.73)
Southeast Marine
Globe Corporation
352
258,486

5,533
252,953 54,651 (15,931) (16,576)
(1,506,950.82)
SE Harmony
Corporation
314
367,228

13,199
354,029 59,058 (35,133) (35,151)
(3,515,074.40)
SE Bulker
Corporation
295
593,228

227,433
365,795 85,276 7,559 3,233
323,261.90
SE Apex
Corporation
300
216,678

7,060
209,618 72,551 (4,065) (2,587)
(258,670.90)
SE Marine
Corporation
307
540,192

310,315
229,877 83,768 10,861 5,409
540,893.30
SE Carrier
Corporation
306
605,535

354,734
250,801 92,373 22,188 14,930
1,493,042.50
SE Evermore
Corporation
313
638,612

379,514
259,098 103,472 27,612 18,914
1,891,430.50
SE Fortune
Corporation
309
733,868

465,809
268,059 106,384 37,734 28,395
2,839,505.10
SE Royal
Corporation
308
721,271

434,459
286,812 106,562 32,461 23,051
2,305,090.80
SE Delta
Corporation
316
619,658

365,443
254,215 89,173 13,963 7,258
725,835.40
SE Victory
Corporation
309
628,261

394,196
234,065 86,788 6,412 (36)
(3,580.30)

279

Enterprise Name Capital
Total
assets
Total
liabilities
Net
worth
Operating
revenue
Operating
profit
Net profit
and loss
(after tax)
Earnings per
share (NTD)
(after tax)
SE Glory
Corporation
310
761,664

475,382
286,282 107,963 35,941 27,126
2,712,614.30
SE Peace
Corporation
302
732,451

447,566
284,885 118,431 47,436 37,690
3,769,037.60
Sesoda Investment
(BVI) Ltd.
51
45,051

19
45,032 -- (65) (59)
(33.58)
SS Marine Holding
Corporation
-- 210
19
191 -- (50) (88)
--
Zai Feng Auto
Transportation
Co.,Ltd.
12,000
21,417

1,536
19,881 15,381 3,715 2,985
248.79
SE Jasmine
Corporation
-- -- 19 (19) -- (37) (37)
--

(II) Consolidated Statements of Affiliated Companies:

Please refer to item 5 of "VI. Financial Overview" (CPA Audited and Certified Consolidated Financial Statements of the Parent and Subsidiary Companies for 2020).

(III) Relationship report: None.

280

  • II. Status of private equity securities handling in the most recent year and as of the publication date of the annual report: None.

  • III. Status of holding or disposing of the Company’s stocks by subsidiaries in the most recent year and as of the publication date of the annual report: None.

  • IV. Other necessary supplementary explanations: None

281

IX. Matters with significant impact

In the most recent year and as of the printing date of the annual report, the occurrence of the matters that have a significant impact on shareholders' equity or securities prices: None.

282